Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 09, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-37988 | ||
Entity Registrant Name | NexTier Oilfield Solutions Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 38-4016639 | ||
Entity Address, Address Line One | 3990 Rogerdale Rd | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77042 | ||
City Area Code | 713 | ||
Local Phone Number | 325-6000 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | NEX | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 353 | ||
Entity Common Stock, Shares Outstanding | 213,193,419 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2020 Annual Meeting of Stockholders, which will be filed with the United States Securities and Exchange Commission within 120 days of December 31, 2019, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001688476 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 255,015 | $ 80,206 |
Trade and other accounts receivable, net | 350,765 | 210,428 |
Inventories, net | 61,641 | 35,669 |
Assets held for sale | 141 | 176 |
Prepaid and other current assets | 20,492 | 5,784 |
Total current assets | 688,054 | 332,263 |
Operating lease right-of-use assets | 54,503 | 0 |
Finance lease right-of-use assets | 9,511 | 0 |
Property and equipment, net | 709,404 | 531,319 |
Goodwill | 137,458 | 132,524 |
Intangible assets | 55,021 | 51,904 |
Other noncurrent assets | 10,956 | 6,569 |
Total assets | 1,664,907 | 1,054,579 |
Current liabilities: | ||
Accounts payable | 115,251 | 106,702 |
Accrued expenses | 234,895 | 101,539 |
Current maturities of long-term operating lease liabilities | 23,473 | |
Current maturities of long-term finance lease liabilities | 4,594 | 4,928 |
Current maturities of long-term debt | 2,311 | 2,776 |
Stock-based compensation | 0 | 4,281 |
Other current liabilities | 5,670 | 354 |
Total current liabilities | 386,194 | 220,580 |
Long-term operating lease liabilities, less current maturities | 35,123 | |
Long-term finance lease liabilities, less current maturities | 4,844 | 5,581 |
Long-term debt, net of unamortized debt discount and debt issuance costs | 335,312 | 337,954 |
Other noncurrent liabilities | 16,662 | 3,283 |
Total noncurrent liabilities | 391,941 | 346,818 |
Total liabilities | 778,135 | 567,398 |
Stockholders’ equity | ||
Common stock, par value $0.01 per share (authorized 500,000 shares, issued and outstanding 212,410 and 104,188 shares, respectively) | 2,124 | 1,038 |
Paid-in capital in excess of par value | 966,762 | 455,447 |
Retained earnings (deficit) | (73,333) | 31,494 |
Accumulated other comprehensive loss | (8,781) | (798) |
Total stockholders’ equity | 886,772 | 487,181 |
Total liabilities and stockholders’ equity | $ 1,664,907 | $ 1,054,579 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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) | 212,410,000 | 104,188,000 |
Consolidated and Combined State
Consolidated and Combined Statements of Operations and Comprehensive (Loss) Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Statement [Abstract] | ||||
Revenue | $ 1,821,556 | $ 2,137,006 | $ 1,542,081 | |
Operating costs and expenses: | ||||
Cost of services | [1] | 1,403,932 | 1,660,546 | 1,282,561 |
Depreciation and amortization | 292,150 | 259,145 | 159,280 | |
Selling, general and administrative expenses | 123,676 | 113,810 | 84,853 | |
Merger and integration | 68,731 | 448 | 8,673 | |
(Gain) loss on disposal of assets | 4,470 | 5,047 | (2,555) | |
Impairment expense | 12,346 | 0 | 0 | |
Total operating costs and expenses | 1,905,305 | 2,038,996 | 1,532,812 | |
Operating income (loss) | (83,749) | 98,010 | 9,269 | |
Other income (expense): | ||||
Other income (expense), net | 453 | (905) | 13,963 | |
Interest expense | (21,856) | (33,504) | (59,223) | |
Total other expenses | (21,403) | (34,409) | (45,260) | |
Income (loss) before income taxes | (105,152) | 63,601 | (35,991) | |
Income tax income (expense) | (1,005) | (4,270) | (150) | |
Net income (loss) | (106,157) | 59,331 | (36,141) | |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | (116) | (114) | 96 | |
Hedging activities | (7,628) | (880) | 791 | |
Total comprehensive income (loss) | $ (113,901) | $ 58,337 | $ (35,254) | |
Net income (loss) per share: | ||||
Basic net income (loss) per share (in dollars per share) | $ (0.86) | $ 0.54 | $ (0.34) | |
Diluted net income (loss) per share (in dollars per share) | $ (0.86) | $ 0.54 | $ (0.34) | |
Weighted-average shares outstanding: basic (in shares) | 122,977 | 109,335 | 106,321 | |
Weighted-average shares outstanding: diluted (in shares) | 122,977 | 109,660 | 106,321 | |
[1] | Cost of services during the years ended December 31, 2019 , 2018 , and 2017 excludes depreciation of $276.8 million , $245.6 million , and $150.6 million , respectively. Depreciation related to cost of services is presented within depreciation and amortization separately. |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Operations and Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Depreciation | $ 276.8 | $ 245.6 | $ 150.6 |
Consolidated and Combined Sta_3
Consolidated and Combined Statements of Changes in Stockholders' 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, 2016 | $ 162,252 | $ 453,810 | $ 0 | $ 0 | $ (288,771) | $ (2,787) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (36,141) | ||||||
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 | ||||
Other comprehensive income (loss) | 1,059 | 1,059 | |||||
Effect of acquisition | 130,290 | 87 | 130,203 | ||||
Deferred tax adjustment | (1,879) | (1,879) | |||||
Ending balance at Dec. 31, 2017 | 513,092 | 0 | 1,118 | 541,074 | (27,372) | (1,728) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 59,331 | 59,331 | |||||
Stock-based compensation | 21,460 | 2 | 21,458 | ||||
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) | |||
Other comprehensive income (loss) | 1,738 | 808 | 930 | ||||
Ending balance at Dec. 31, 2018 | 487,181 | 0 | 1,038 | 455,447 | 31,494 | (798) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
New lease standard implementation | 1,330 | 1,330 | |||||
Net income (loss) | (106,157) | (106,157) | (239) | ||||
Stock-based compensation | [1] | 33,259 | 33 | 33,226 | |||
Shares repurchased and retired related to stock-based compensation | (5,982) | (6) | (5,976) | ||||
Other comprehensive income (loss) | (7,983) | (7,983) | |||||
Effect of acquisition | 485,124 | 1,059 | 484,065 | ||||
Ending balance at Dec. 31, 2019 | $ 886,772 | $ 0 | $ 2,124 | $ 966,762 | $ (73,333) | $ (8,781) | |
[1] | Stock-based compensation during 2019 and 2018 includes stock-based compensation expense recognized during the period of $29.0 million and $17.2 million and the vested deferred stock awards of $4.3 million and $4.3 million , respectively. Refer to Note ( 12 ) Stock-Based Compensation for further discussion of the Company’s stock-based compensation. |
Consolidated and Combined Sta_4
Consolidated and Combined Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-based compensation | $ 28,977,000 | $ 17,166,000 | $ 10,578,000 |
Deferred stock awards | |||
Stock-based compensation | $ 0 | $ 4,280,000 | $ 4,280,000 |
Consolidated and Combined Sta_5
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (106,157) | $ 59,331 | $ (36,141) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | |||
Depreciation and amortization | 292,150 | 259,145 | 159,280 |
Amortization of deferred financing fees | 1,360 | 3,147 | 5,241 |
(Gain) loss on disposal of assets | 4,470 | 5,047 | (2,555) |
Stock-based compensation | 28,977 | 17,166 | 10,578 |
Loss on debt extinguishment/modification, including prepayment premiums | 526 | 7,563 | 31,084 |
Loss on contingent consideration liability | 0 | 13,254 | 0 |
Loss on foreign currency translation | 0 | 2,621 | 0 |
Unrealized gain (loss) on derivatives | (7,628) | (880) | 791 |
Realized (gain) loss on derivatives | (239) | (697) | 172 |
Gain on insurance proceeds recognized in other income | 0 | (14,892) | 0 |
Loss on impairment of assets | 12,346 | 0 | 0 |
Other non-cash expenses | 0 | 0 | (322) |
Changes in operating assets and liabilities | |||
Decrease (increase) in trade and other accounts receivable, net | 172,566 | 27,485 | (113,047) |
Decrease (increase) in inventories | 17,181 | (2,725) | (15,475) |
Decrease in prepaid and other current assets | 3,703 | 2,734 | 20,294 |
Decrease (increase) in other assets | (242) | 362 | (336) |
Increase (decrease) in accounts payable | (17,799) | 11,304 | (141) |
Decrease in customer contract liabilities | 0 | (4,940) | 0 |
Increase (decrease) in accrued expenses | (103,609) | (32,318) | 41,446 |
Increase (decrease) in other liabilities | 7,858 | (2,396) | (21,178) |
Net cash provided by operating activities | 305,463 | 350,311 | 79,691 |
Cash flows from investing activities | |||
Asset and business acquisitions, including cash acquired | 68,807 | ||
Asset and business acquisitions, including cash acquired | (35,003) | (116,576) | |
Purchase of property and equipment | (200,385) | (277,569) | (141,340) |
Advances of deposit on equipment | (7,451) | (4,153) | (23,096) |
Payments for leasehold improvements | 0 | (1,651) | (157) |
Implementation of software | (4,408) | (883) | (687) |
Proceeds from sale of assets | 29,114 | 4,652 | 30,565 |
Proceeds from insurance recoveries | 223 | 18,247 | 515 |
Equity-method investment | 0 | (1,146) | 0 |
Net cash used in investing activities | (114,100) | (297,506) | (250,776) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 0 | 0 | 255,494 |
Proceeds from the secured notes and term loan facilities | 0 | 348,250 | 285,000 |
Payments on the secured notes and term loan facilities | (3,500) | (284,952) | (289,902) |
Payments on finance leases | (6,035) | (4,119) | (2,861) |
Prepayment premiums on early debt extinguishment | 0 | 0 | (15,817) |
Payment of debt issuance costs | (1,229) | (7,331) | (13,792) |
Payment of contingent consideration liability | 0 | (11,962) | 0 |
Shares repurchased and retired related to share repurchase program | 0 | (104,861) | 0 |
Shares repurchased and retired related to stock-based compensation | (5,982) | (3,579) | 0 |
Net cash provided by (used in) financing activities | (16,746) | (68,554) | 218,122 |
Non-cash effect of foreign translation adjustments | 192 | (165) | 163 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 174,809 | (15,914) | 47,200 |
Cash, cash equivalents and restricted cash, beginning | 80,206 | 96,120 | 48,920 |
Cash, cash equivalents and restricted cash, ending | 255,015 | 80,206 | 96,120 |
Supplemental disclosure of cash flow information: | |||
Interest expense, net | 20,836 | 24,528 | 30,104 |
CVR settlement | 0 | 19,918 | 0 |
Income taxes | 1,726 | 5,529 | 0 |
Non-cash investing and financing activities: | |||
Change in accrued capital expenditures | (17,274) | $ 2,930 | $ 21,549 |
Non-cash additions to finance right-of use assets | 6,269 | ||
Non-cash additions to finance lease liabilities, including current maturities | (6,286) | ||
Non-cash additions to operating right-of-use assets | 65,551 | ||
Non-cash additions to operating lease liabilities, including current maturities | (65,297) | ||
Fair value of C&J assets acquired | 806,218 | ||
106,627 shares of NexTier common stock issued in exchange for C&J capital stock and replacement awards | (485,124) | ||
C&J liabilities assumed | $ (321,094) |
Consolidated and Combined Sta_6
Consolidated and Combined Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2019shares | |
Statement of Cash Flows [Abstract] | |
Equity interest issued (in shares) | 106,627 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Operations | Basis of Presentation and Nature of Operations On October 13, 2016, NexTier Oilfield Solutions Inc. (the “Company” or “NexTier”) was formed as Keane Group, Inc. ("Keane"), 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. On October 31, 2019, the Company completed its merger (the “C&J Merger”) with C&J Energy Services, Inc. (“C&J”) and changed its name to "NexTier Oilfield Solutions Inc." For more details regarding the C&J Merger, refer to Note (3) Mergers and Acquisition s. 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 and include all of the accounts of NexTier and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated. 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, income taxes, stock-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, 2019 and 2018 and the results of its operations and cash flows for the years ended December 31, 2019 , 2018 and 2017 . Such adjustments are of a normal recurring nature. 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). The consolidated and combined financial statements for the period from January 1, 2019 to October 31, 2019 reflect only the historical results of the Company prior to the completion of the C&J Merger. The financial statements have been prepared using the acquisition method of accounting under existing U.S. GAAP, which requires that one of the two companies in the C&J Merger be designated as the acquirer for accounting purposes. C&J and Keane determined that Keane was the accounting acquirer. Accordingly, consideration given by Keane to complete the C&J Merger was allocated to the underlying tangible and intangible assets and liabilities acquired based on their estimated fair values as of the date of completion of the C&J Merger, with any excess purchase price allocated to goodwill. Earnings per share and weighted-average shares outstanding for the year ended December 31, 2017 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 are the financial results of Keane and Keane Group, the Company’s predecessor for accounting purposes, as there was no activity under Keane 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’s (“Holdco II”) 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, 2019 | |
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 820, 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. Operating results of an acquired business are included in the Company’s results of operations from the date of acquisition. Asset acquisitions are measured based on their cost to the Company, including transaction costs. Asset acquisition costs, or the consideration transferred by the Company, are 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) Mergers and Acquisition s for discussion of the mergers and acquisitions completed in 2019 , 2018 , and 2017 . (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 $50.0 million , under the 2019 ABL Facility (as defined herein), is not considered to be restricted as long as the Company, at management’s discretion, reinvests any part of such proceeds in assets (other than current assets) to be used 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 2019 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 2019 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, 2019 and 2018. Cash balances related to the Company's captive insurance subsidiary, which totaled 20.1 million at December 31, 2019, are included in cash and cash equivalents in the consolidated balance sheets, and the Company expects to use these cash balances to fund the operations of the captive insurance subsidiaries and to settle future anticipated claims. The Company did no t have any restricted cash as of December 31, 2019 and 2018 . (c) Trade Accounts Receivable Trade accounts receivable are generally 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 as well as the financial condition of the Company’s customers, the balance of receivables in dispute, the current receivables aging and current payment patterns. Trade accounts receivable were $350.6 million and $210.1 million at December 31, 2019 and 2018 , respectively. As of December 31, 2019 , and 2018 , the Company had an allowance for doubtful accounts of $0.7 million and $0.5 million , respectively. (d) Inventories Inventories are stated at the lower of cost or 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 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 no longer configured to operate with the Company’s 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. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. To achieve this core principle, ASC 606 requires the Company to apply the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue when or as the Company satisfies a performance obligation. The five-step model requires management to exercise judgment when evaluating contracts and recognizing revenue. Identify the Contract and Determine Transaction Price The Company typically provides its services (i) under term pricing agreements; (ii) under contracts that include dedicated fleet or unit arrangements; (iii) on a spot market basis; and (iv) under term contracts that include “take-or-pay” provisions. Under term pricing agreements, the Company and customer agree to set pricing for a specified period of time. The agreed-upon pricing is subject to periodic review, as specifically defined in the agreement, and may be adjusted upon the agreement of both parties. These agreements typically do not feature provisions obligating either party to commit to a certain utilization level. Additionally, these agreements typically allow either party to terminate the agreement for its convenience without incurring a termination penalty. Under dedicated unit arrangements, customers typically commit to targeted utilization levels based on a specified number of fracturing stages per calendar month or fulfilling the customer's requirements, in either instance at agreed-upon pricing. These agreements typically do not feature obligations to pay for services not used by the customer. In addition, the agreed-upon pricing is typically subject to periodic review, as specifically defined in the agreement, and may be adjusted upon the agreement of both parties. These contracts also typically allow for termination for either party's convenience with a brief notice period and may feature a termination penalty in the event the customer terminates the contract for its convenience. Rates for services performed on a spot market basis are based on an agreed-upon spot market rate unique to each service line. Under term contracts with “take-or-pay” provisions, the Company’s customers are typically obligated to pay on a monthly basis for a specified quantity of services, whether or not those services are actually utilized. To the extent customers use more than the specified contracted minimums, the Company will charge a pre-agreed amount for the provision of such additional services, which amounts are typically subject to periodic review. In addition, these contracts typically feature a termination penalty in the event the customer terminates the contract for its convenience. "Take-or-pay" provisions are considered stand ready performance obligations. The Company recognizes "take-or-pay" revenues using a time-based measure of progress, as the Company cannot reasonably estimate if and when the customer will require the Company to provide the services; likewise, the customer benefits as the Company is standing by to provide such services. Identify and Satisfy the Performance Obligations The majority of the Company’s performance obligations are satisfied over time. The Company has determined this best represents the transfer of value from its services to the customer as performance by the Company helps to enhance a customer controlled asset (e.g., unplugging a well, enabling a well to produce oil or natural gas). Measurement of the satisfaction of the performance obligation is measured using the output method, which is typically evidenced by a field ticket. A field ticket includes items such as services performed, consumables used, and man hours incurred to complete the job for the customer. Each field ticket is used to invoice customers. Payment terms for invoices issued are in accordance with a master services agreement with each customer, which typically require payment within 30 days of the invoice issuance. A portion of the Company’s contracts contain variable consideration; however, this variable consideration is typically unknown at the time of contract inception, and is not known until the job is complete, at which time the variability is resolved. Examples of variable consideration include the number of hours that will be incurred and the amount of consumables (such as chemicals and proppants) that will be used to complete a job. In the course of providing services to its customers, the Company may use consumables; for example, in the Company’s fracturing business, chemicals and proppants are used in the fracturing service for the customer. ASC 606 requires that goods or services promised to a customer be identified separately when they are distinct within the contract. However, the consumables are used to complete the service for the customer and are not beneficial to the customer on their own. As such, the consumables are not a separate performance obligation, but instead are combined with the other services within the context of the contract and accounted for as a single performance obligation. Remaining Performance Obligations The Company invoices its customers for the services provided at contractual rates multiplied by the applicable unit of measurement, including volume of consumables used and hours incurred. In accordance with ASC 606, the Company has elected the “Right to Invoice” practical expedient for all contracts, which allows the Company to invoice its customers in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. With this election, the Company is not required to disclose information about the variable consideration related to its remaining performance obligations. 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. For those contracts with a term of more than one year, the Company had approximately $31.0 million of unsatisfied performance obligations as of December 31, 2019, which will be recognized as services are performed over the remaining contractual terms. 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. 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 balance sheets. Payment terms after invoicing are typically 30 days or less. The Company does not have any significant contract costs to obtain or fulfill contracts with customers; as such, no amounts are recognized on the consolidated balance sheet. 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 following is a description of the Company’s core service lines separated by reportable segments from which the Company generates its revenue. For additional detailed information regarding reportable segments, see (21) Business Segments . Revenue from the Company’s Completion Services, Well Construction and Intervention (“WC&I”), and Well Support Services segments are recognized as follows: Completion Services The Company provides hydraulic fracturing, wireline and pumpdown services pursuant to contractual arrangements, such as term contracts and pricing agreements. Revenue from these services are earned as services are rendered, which is generally on a per stage or fixed monthly rate. 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). 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. Well Construction and Intervention 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. The Company provides a range of coiled tubing services primarily used for fracturing plug drill-out during completion operations and for well workover and maintenance, primarily on a spot market basis. Jobs for these services are typically short-term in nature, lasting anywhere from a few hours to multiple days. Revenue is recognized upon completion of each day’s work based upon a completed field ticket. The field ticket includes charges for the services performed and the consumables used during the course of service. The field ticket may also include charges for the mobilization and set-up of equipment, the personnel on the job, any additional equipment used on the job, and other miscellaneous consumables. The Company typically charges the customer for the services performed and resources provided on an hourly basis at agreed-upon spot market rates, at times, or pursuant to pricing agreements. Well Support Services Segment Through its rig services line, the Company provides workover and well servicing rigs that are primarily used for routine repair and maintenance of oil and gas wells, re-drilling operations and plug and abandonment operations. These services are provided on an hourly basis at prices that approximate spot market rates. A field ticket is generated and revenue is recognized upon the earliest of the completion of a job or at the end of each day. A rig services job can last anywhere from a few hours to multiple days depending on the type of work being performed. The field ticket includes the base hourly rate charge and, if applicable, charges for additional personnel or equipment not contemplated in the base hourly rate. The field ticket may also include charges for the mobilization and set-up of equipment. Through its fluids management service line, the Company primarily provides storage, transportation and disposal services for fluids used in the drilling, completion and workover of oil and gas wells. Rates for these services vary and can be on a per job, per hour, or per load basis, or on the basis of quantities sold or disposed. Revenue is recognized upon the completion of each job or load, or delivered product, based on a completed field ticket. Through its other special well site service line, the Company primarily provides fishing, contract labor and tool rental services for completion and workover of oil and gas wells. Rates for these services vary and can be on a per job, per hour or on the basis of rental days per month. Revenue is recognized based on a field ticket issued upon the completion of each job or on a monthly billing for rental services provided. Disaggregation of Revenue Revenue activities during the years ended December 31, 2019 , 2018 and 2017 were as follows: Year Ended December 31, 2019 Completion Services WC&I Well Support Services Total (In thousands) Geography Northeast $ 479,685 $ 5,193 $ — $ 484,878 Central 104,225 5,741 — 109,966 West Texas 839,652 24,575 9,336 873,563 West 273,364 27,530 39,247 340,141 International 13,008 — — 13,008 $ 1,709,934 $ 63,039 $ 48,583 $ 1,821,556 Year Ended December 31, 2018 Completion Services WC&I Well Support Services Total (In thousands) Geography Northeast $ 790,026 $ — $ — $ 790,026 Central 61,083 — — 61,083 West Texas 1,005,630 12,256 — 1,017,886 West 244,217 23,794 — 268,011 $ 2,100,956 $ 36,050 $ — $ 2,137,006 Year Ended December 31, 2017 Completion Services WC&I Well Support Services Total (In thousands) Geography Northeast $ 566,931 $ — $ — $ 566,931 Central 103,857 — — 103,857 West Texas 635,877 — — 635,877 West 220,623 7,526 7,267 235,416 $ 1,527,288 $ 7,526 $ 7,267 $ 1,542,081 (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 or 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, or its expected period of use. 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 (loss). The Company uses the days straight-line depreciation method. Depreciation methods, useful lives and residual values are reviewed annually or as needed based on activities related to specific assets. (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 an acquired business over the estimated fair value of the identifiable assets acquired and liabilities assumed by the Company. For the purposes of goodwill impairment assessment, 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 across the Company’s Completions Services, Well Construction and Intervention and Well Support Services reporting units. Before employing detailed impairment testing methodologies, the Company may first evaluate the likelihood of impairment by considering qualitative factors relevant to each reporting unit, 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 across its Completion Services, Well Construction and Intervention, and Well Support Services segments. If the carrying amount of the reporting unit 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 2019 , the Company performed the qualitative analysis (step zero) 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. No goodwill impairment has been recognized in 2019, 2018 or 2017. 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. The Company impaired its Keane trade name in 2019. For additional detailed information regarding the impairment of the Keane trade name, see Note (4) Intangible Assets . There was no indefinite-lived asset impairment recognized during 2018 or 2017 . (i) Long-Lived Assets with Definite Lives 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 are: fracturing, wireline and pumpdown, cementing, coiled tubing, and well support services, 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 2019 and 2018 , 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. 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 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 |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Mergers and Acquisitions | Mergers and Acquisition s (a) C&J Energy Services, Inc. On October 31, 2019 (the “C&J Acquisition Date”), the Company completed the C&J Merger in accordance with the terms of the Agreement and Plan of Merger, dated as of June 16, 2019 (the "Merger Agreement"), by and among NexTier, C&J and King Merger Sub Corp., a wholly owned subsidiary of NexTier ("Merger Sub"), pursuant to which Merger Sub merged with and into C&J, with C&J surviving the merger as a wholly owned subsidiary of NexTier, and immediately following the C&J Merger, C&J was merged with and into King Merger Sub II LLC ("LLC Sub"), with LLC Sub continuing as the surviving entity as a wholly-owned subsidiary of NexTier and the successor in interest to C&J. The C&J Merger was completed for total consideration of approximately $485.1 million , consisting of (i) equity consideration in the form of 105.9 million shares of Keane common stock issued to C&J stockholders with a value of $481.9 million and (ii) replacement share based compensation awards attributable to pre-merger services with a value of $3.2 million . The Company accounted for the C&J Merger using the acquisition method of accounting. The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition. The majority of the measurements of assets acquired and liabilities assumed, are based on inputs that are not observable in the market and thus represent Level 3 inputs. The fair value of acquired inventory and property and equipment is based on both available market data and a cost approach. The fair value of the financial assets acquired includes trade receivables with a fair value of $312.6 million . The gross amount due under the contracts is $322.8 million , of which $10.2 million is expected to be uncollectible. A liability of $40.2 million has been recognized for legal reserves and sales and use tax assessments. As of December 31, 2019, there has been no change in the amount recognized for the liability or any change in the range of outcomes or assumptions used to develop the estimates on October 31, 2019. The preliminary purchase price has been allocated to the net assets acquired and liabilities assumed based upon their estimated fair values. The estimated fair values of certain assets and liabilities, including accounts receivable, taxes (including uncertain tax positions), and contingencies require significant judgments and estimates. C&J is subject to the legal and regulatory requirements, including but not limited to those related to environmental matters and taxation. The Company has conducted a preliminary assessment of liabilities arising from these matters and has recognized provisional amounts in its initial accounting for the C&J Merger for all identified liabilities in accordance with the requirements of ASC Topic 805. Certain data necessary to complete the purchase price allocation is not yet available, including, but not limited to, valuation of pre-acquisition contingencies and final tax returns that provide underlying tax basis of assets acquired and liabilities assumed. However, the Company is continuing its review of these matters during the measurement period, and if new information obtained about facts and circumstances that existed at the acquisition date identifies adjustments to the liabilities initially recognized, as well as any additional liabilities that existed at the acquisition date, the acquisition accounting will be revised to reflect the resulting adjustments to the provisional amounts initially recognized. As a result, the provisional measurements below are preliminary and subject to change during the measurement period and such changes could be material. The Company will finalize the purchase price allocation during the 12-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate . The Company continues to assess the fair values of the assets acquired and liabilities assumed. The following table summarizes the fair value of the consideration transferred in the C&J Merger and the preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the C&J Merger Date: Total Purchase Consideration: (Thousands of Dollars) Equity consideration $ 481,912 Replacement awards attributable to pre-combination services 3,212 Less: Cash acquired $ (68,807 ) Total purchase consideration $ 416,317 Trade and accounts receivable $ 312,620 Inventories 43,142 Prepaid and other current assets 18,512 Property and equipment 311,886 Intangible assets 17,590 Right of use assets 24,318 Other noncurrent assets 4,409 Total identifiable assets acquired 732,477 Accounts payable 43,620 Accrued expenses 236,959 Short term lease liability 7,842 Long term lease liability 15,517 Non-current liabilities 17,156 Total liabilities assumed 321,094 Goodwill 4,934 Total purchase consideration $ 416,317 The goodwill in this acquisition was primarily attributable to expected synergies and was allocated across the Company’s Completion Services, Well Construction and Intervention and Well Support Services reporting units. Intangible assets related to the C&J Merger consisted of the following: (Thousands of Dollars) Weighted average remaining Gross Technology 3 17,590 Total $ 17,590 Merger and integration related costs were recognized separately from the acquisition of assets and assumptions of liabilities in the C&J Merger. Merger costs consist of legal and professional fees and pre-merger notification fees. Integration costs consist of expenses incurred to integrate C&J’s operations, aligning 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. Merger and integration costs totaled $68.7 million for the year ended December 31, 2019 and are recorded within merger and integration costs on the Company’s Consolidated and Combined Statements of Operations and Comprehensive Income (Loss). The following table summarizes merger and integration costs for the year ended December 31, 2019 . (amounts in thousands) Transaction Type Year Ended Merger $ 23,775 Integration 44,956 Total merger and integration costs $ 68,731 The following combined pro forma information assumes the C&J Merger occurred on January 1, 2018. The pro forma information presented below is for illustrative purposes only and does not reflect future events that occurred after December 31, 2019 or any operating efficiencies or inefficiencies that resulted from the C&J Merger. The information is not necessarily indicative of results that would have been achieved had the Company controlled C&J during the period presented. (unaudited, amounts in thousands) Year Ended December 31, 2019 Year Ended December 31, 2018 Revenue $ 3,406,288 $ 4,359,095 Net income (loss) (196,577 ) 66,746 Net income (loss) per share (basic) $ (0.93 ) $ 0.32 Net income (loss) per share (diluted) $ (0.93 ) $ 0.31 Weighted-average shares outstanding (basic) 211,376 210,945 Weighted-average shares outstanding (diluted) 211,376 212,964 The Company’s consolidated statement of operations and comprehensive income (loss) for 2019 includes revenue of $196.7 million and net loss of $21.4 million , from the C&J operations, from November 1, 2019 to December 31, 2019. (b) 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. (c) 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 stockholders’ equity in the consolidated 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 (loss). 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 and 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 Deal costs $ 6,679 Integration 1,994 $ 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 RockPile executives retained by the Company. 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 (loss) for 2017 includes revenue (unaudited) of $192.2 million from the RockPile operations, from the date of acquisition on July 3, 2017 to December 31, 2017. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets The definite-lived intangible assets balance in the Company’s consolidated balance sheets represents the fair value measurement upon initial recognition, net of amortization, as applicable, related to the following: (Thousands of Dollars) December 31, 2019 Gross Accumulated Net Customer contracts $ 67,600 $ (32,681 ) $ 34,919 Non-compete agreements 700 (408 ) 292 Technology 22,054 (2,244 ) 19,810 Total $ 90,354 $ (35,333 ) $ 55,021 (Thousands of Dollars) December 31, 2018 Gross Accumulated Net Customer contracts $ 67,600 $ (27,755 ) $ 39,845 Non-compete agreements 700 (362 ) 338 Trade name 10,200 — 10,200 Technology 2,262 (741 ) 1,521 Total $ 80,762 $ (28,858 ) $ 51,904 Amortization expense related to the intangible assets for the years ended December 31, 2019 , 2018 and 2017 was $6.5 million , $6.3 million and $7.1 million , respectively. In connection with the C&J Merger, the Company was re-branded as NexTier and does not expect to obtain any further benefits or receive any cash flows associated with the Keane indefinite-lived trade name. As a result, the Company impaired $10.2 million related to the Keane trade name as of December 31, 2019. The impairment is recorded in impairment expense in the consolidated and combined statements of operations and comprehensive income (loss). Amortization for the Company’s definite-lived intangible assets, excluding in-process software, over the next five years, is as follows: Year-end December 31, (Thousands of Dollars) 2020 $ (11,239 ) 2021 (10,953 ) 2022 (9,867 ) 2023 (4,973 ) 2024 (4,973 ) |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2019 , 2018 and 2017 were as follows: (Thousands of Dollars) Goodwill as of December 31, 2017 $ 134,967 Purchase price adjustment (2,443 ) Goodwill as of December 31, 2018 132,524 C&J Merger 4,934 Goodwill as of December 31, 2019 $ 137,458 The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 consisted of amounts related to the C&J Merger and purchase price adjustments related to the acquisition of RockPile, respectively. For additional information, see Note (3) ( Mergers and Acquisition s). There were no triggering events identified and no impairment recorded since inception and for the years ended December 31, 2019 , 2018 and 2017 . |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net, consisted of the following at December 31, 2019 and December 31, 2018 : (Thousands of Dollars) December 31, December 31, Sand, including freight $ 4,405 $ 14,697 Chemicals and consumables 11,408 6,250 Materials and supplies 45,828 14,722 Total inventory, net $ 61,641 $ 35,669 Inventories are reported net of obsolescence reserves of $1.8 million and $1.0 million as of December 31, 2019 and 2018 , respectively. The Company recognized $0.8 million , $0.7 million and $0.3 million of obsolescence expense during the years ended December 31, 2019 , 2018 and 2017 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and Equipment, net consisted of the following at December 31, 2019 and December 31, 2018 : (Thousands of Dollars) December 31, December 31, Land $ 35,178 $ 4,771 Building and leasehold improvements 90,950 32,134 Office furniture, fixtures and equipment 10,678 7,691 Machinery and equipment 1,259,697 1,041,212 1,396,503 1,085,808 Less accumulated depreciation (723,060 ) (562,813 ) Construction in progress 35,961 8,324 Total property and equipment, net $ 709,404 $ 531,319 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 describes the total (gains) losses recognized on the disposal of certain assets of $4.5 million , $5.0 million and $(2.6) million for the years ended December 31, 2019 , 2018 and 2017 : For the year ended December 31, 2019 , the Company disposed of certain hydraulic fracturing components and iron for a net loss of $15.4 million , net of salvage value on failed transmissions. The Company also recognized a gain of $7.4 million related to the sale of certain hydraulic fracturing related equipment and a net gain of $3.5 million on various other immaterial asset disposals throughout the year. For the year ended December 31, 2018 , the Company disposed of certain hydraulic fracturing components for a net loss of $3.5 million , net of salvage value on failed transmissions. The Company also divested of an idle field operations facility for a net loss of $2.7 million and recorded a net gain of $1.2 million on various other immaterial asset disposals throughout the year. For the year ended December 31, 2017 , the Company disposed of idle coiled tubing assets for a net gain of $3.5 million and recorded a net loss of $0.9 million on various other immaterial asset disposals throughout the year. 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. In 2018, 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 (loss) for the year ended December 31, 2018. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt at December 31, 2019 and December 31, 2018 consisted of the following: (Thousands of Dollars) December 31, December 31, 2018 Term Loan Facility 344,750 348,250 Less: Unamortized debt discount and debt issuance costs (7,127 ) (7,520 ) Total debt, net of unamortized debt discount and debt issuance costs 337,623 340,730 Less: Current portion (2,311 ) (2,776 ) Long-term debt, net of unamortized debt discount and debt issuance costs $ 335,312 $ 337,954 Below is a summary of the Company’s credit facilities outstanding as of December 31, 2019 : (Thousands of Dollars) 2019 ABL Facility 2018 Term Loan Facility Original facility size $ 450,000 $ 350,000 Outstanding balance $ — $ 344,750 Letters of credit issued $ 31,840 $ — Available borrowing base commitment $ 303,837 n/a Interest Rate (1) LIBOR or base rate plus applicable margin LIBOR or base rate plus applicable margin Maturity Date October 31, 2024 May 25, 2025 (1) 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, 2020 $ 3,500 2021 3,500 2022 3,500 2023 3,500 2024 3,500 $ 17,500 Deferred Charges and Other Costs Deferred charges include deferred financing costs and debt discounts or debt premiums. Deferred charges related to the 2019 ABL Facility are capitalized. Deferred charges related to the 2018 Term Loan Facility are netted against the carrying amount of term debt. Deferred charges are amortized to interest expense using the effective interest method. Interest expense related to the deferred financing costs for the years ended December 31, 2019 , 2018 and 2017 was $1.4 million , $3.1 million , and $5.2 million , respectively. On October 31, 2019, the Company entered into the Second Amended and Restated Asset-Based Revolving Credit Agreement (“2019 ABL Facility”), modifying the Company’s pre-existing asset-based revolving credit facility (“2017 ABL Facility”). Deferred charges associated with the 2019 ABL Facility were capitalized and totaled $1.2 million . In connection with the modification of the 2017 ABL Facility, the Company wrote off $0.5 million of deferred financing costs. The remaining deferred financing costs related to the 2017 ABL Facility will be amortized over the life of the 2019 ABL Facility. Unamortized deferred charges associated with the 2019 and 2017 ABL Facilities were $3.7 million and $4.0 million as of December 31, 2019 and 2018 , respectively, and are recorded in other noncurrent assets on the consolidated balance sheets. Term Loan Facility 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 totaled $7.6 million . Deferred charges associated with the 2018 Term Loan Facility that were netted against the carrying amount of the term debt totaled $9.0 million . Unamortized deferred charges associated with the 2018 Term Loan Facility were $7.1 million and $7.5 million as of December 31, 2019 and 2018 , respectively, and are recorded in long-term debt, net of deferred financing costs and debt discount, less current maturities on the consolidated balance sheets. ABL Revolving Credit Facility Interest expense during the year ended December 31, 2019 includes $0.5 million in write-offs in connection with the modification of the 2017 ABL Facility. 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 an older asset-based revolving credit facility (“2016 ABL Facility”) and the Company’s early debt extinguishment of an older term loan facility (“2016 Term Loan Facility”) and the Senior Secured Notes in 2017. |
Significant Risks and Uncertain
Significant Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company operates in three reportable segments: Completion Services, Well Construction and Intervention, and Well Support Services, with significant concentration in the Completion Services segment. During the years ended December 31, 2019 , 2018 and 2017 , sales to Completion Services customers represented 94% , 98% and 99% of the Company’s consolidated revenue, respectively. The Company depends on its customers' willingness to make operating and capital expenditures to explore for, develop and produce oil and natural gas onshore in the U.S. This activity is driven by many factors, including current and expected crude oil and natural gas prices. The U.S. energy industry experienced a significant downturn in the second half of 2014 through early 2016, driven primarily by global oversupply and a decline in commodity prices. From early 2016 through late 2018, the U.S. generally experienced some recovery in commodity prices and drilling and completion activity. Over this time frame, the U.S. active rig count increased from a trough of 404 rigs in May 2016 to a peak of 1,083 rigs in December 2018, driving significant demand for the Company's completion services. From December 28, 2018 through December 31, 2019, U.S. active rig count decreased by approximately 26% to 805 rigs. While U.S. active rig count increased from its low in 2016, macro conditions remain range bound, and supply and demand for completion services remains challenged, resulting in adverse pricing, utilization impacts and ongoing commodity price volatility. In late 2019 and early 2020, and in response to the oversupply of hydraulic fracturing equipment, an increasing number of horsepower retirements were announced, removing a significant base of equipment from the market. Despite the continued challenging market conditions, the Company has been able to perform well, driven by a high level of efficiency achieved at the wellsite, a customer partnership model and investments in innovation. In response to these ongoing pressures, the Company's continued success is attributable primarily to the Company's high level of efficiency achieved at the wellsite, as well as its high-quality customer base and dedicated contract model. For the year ended December 31, 2019 , revenue from four customers individually represented more than 10% and collectively represented 55% of the Company’s consolidated revenue. For the year ended December 31, 2018 , 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, 2019 , purchases from one supplier represented 5% of the Company’s overall purchases. For the year ended December 31, 2018 , purchases from two suppliers represented approximately 5% to 10% |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives The Company 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, 2019: Other current asset $ — $ — $ — $ — $ — Other noncurrent asset — — — — — Other current liability (1,729 ) — (1,729 ) — (1,729 ) Other noncurrent liability (5,559 ) — (5,559 ) — (5,559 ) As of December 31, 2018: Other current asset $ — $ — $ — $ — $ — Other noncurrent asset — — — — — Other current liability (129 ) — (129 ) — (129 ) Other noncurrent liability (169 ) — (169 ) — (169 ) (1) 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, 2019 2018 2017 Location Amount of gain (loss) recognized in other comprehensive income on derivative $ (7,628 ) $ (880 ) $ 791 OCI Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) (“AOCI”) into earnings 239 697 (72 ) Interest Expense Amount of loss reclassified from AOCI into earnings as a result of originally forecasted transaction becoming probable of not occurring — — (100 ) 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, 2019 , $1.5 million of net losses will be reclassified from accumulated other comprehensive income (loss) 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 2019 2018 2017 Gains (loss) on interest contracts Interest expense $ — $ — $ (367 ) 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, 2019 | |
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 finance lease obligations. As of December 31, 2019 , and 2018 , the carrying values of the Company’s financial instruments, included in its consolidated 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, 2019 and 2018 . Recurring Fair Value Measurement At December 31, 2019 , the financial instrument measured by the Company at fair value on a recurring bases was its interest rate derivative. The fair market value of the derivative financial instrument reflected on the consolidated balance sheets as of December 31, 2019 , and 2018 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 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, 2019 , and 2018 (in thousands of dollars): Fair value measurements at reporting date using December 31, 2019 Level 1 Level 2 Level 3 Liabilities: Interest rate derivatives $ (7,288 ) $ — $ (7,288 ) $ — Fair value measurements at reporting date using December 31, 2018 Level 1 Level 2 Level 3 Liabilities: Interest rate derivatives (298 ) — (298 ) — Non-Routine 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 RockPile, RSI, and C&J transactions were recorded at their fair values on the date of acquisition. See Note (3) Mergers and 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. 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 $255.0 million and $80.2 million as of December 31, 2019 and 2018 , 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 10% or more of the Company’s consolidated revenue or total accounts receivable. As of December 31, 2019 , trade receivables from one customer individually represented 10% more of the Company’s 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. 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, 2019 and 2018 , the Company had $0.7 million and $0.5 million in allowance for doubtful accounts, respectively, based on specific identification. The Company wrote-off $0.7 million of bad debts during the year ended 2019 . In 2018 , the Company wrote-off $0.6 million of bad debt in 2018 , in connection with its litigation with Halcon Operating Co., Inc. and Halcon Energy Properties. The Company did not write-off any bad debts during 2017. For further detail, see Note ( 18 ) Commitments and Contingencies |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Effective as of October 31, 2019, the Company (i) amended and restated the Keane Group, Inc. Equity and Incentive Award Plan under the name NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (“Equity and Incentive Award Plan”), and (ii) assumed and amended and restated the C&J Energy Services, Inc. 2017 Management Incentive Plan under the name NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan ( “Management Incentive Plan”, and collectively with the Equity and Incentive Award Plan, the “Equity Award Plans”). As part of the C&J Merger, the Company assumed the award agreements outstanding under the Management Incentive Plan on the terms set forth in the Merger agreement. As of December 31, 2019 , the Company had four types of stock-based compensation under its Equity Award Plans: (i) deferred stock awards for three executive officers, (ii) restricted stock awards issued to independent directors and certain executives and employees, (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 approximately 5,899,928 shares of its common stock reserved and available for grant under the Equity and Incentive Award Plan and approximately 8,155,054 shares of its common stock reserved and available for grant under the Management Incentive 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 generally presented within selling, general and administrative expense in the consolidated and combined statements of operations and comprehensive income (loss) however, for the year ended December 31, 2019, the Company presented $9.6 million within merger and integration. These amounts primarily relate to the accelerated vesting of certain awards that contained pre-existing change in control provisions. The following table summarizes stock-based compensation expense for the years ended December 31, 2019 , 2018 and 2017 (in thousands of dollars): Year Ended December 31, 2019 2018 2017 Deferred stock awards — 4,280 4,280 Restricted stock awards 1,486 611 399 Restricted stock units 20,426 9,822 4,766 Non-qualified stock options 3,498 2,453 1,133 Restricted stock performance-based stock unit awards 3,567 — — Stock-based compensation $ 28,977 $ 17,166 $ 10,578 Tax benefit $ (6,954 ) (4,134 ) (2,532 ) Stock-based compensation, net of tax 22,023 $ 13,032 $ 8,046 (a) 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 (In thousands) First Second James C. Stewart $ 1,976 $ 1,976 Gregory L. Powell $ 1,646 $ 1,646 M. Paul DeBonis Jr. $ 659 $ 659 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, 2019 , 2018 and 2017 the Company recognized nil , $4.3 million and $4.3 million respectively of non-cash stock compensation expense into earnings. As of December 31, 2019 , there was no remaining unamortized compensation cost related to unvested deferred stock awards. (b) Restricted stock awards During 2019, in connection with the C&J Merger, restricted stock awards granted to the independent members of the Company’s Board of Directors prior to the C&J Merger in 2018, and 2017, vested in accordance with existing change in control provisions. Additionally, the Company granted approximately 0.6 million replacement restricted stock awards to C&J employees in connection with the C&J Merger. Restricted stock awards are not considered issued and outstanding for purposes of earnings per share calculations until vested. For the years ended December 31, 2019 , 2018 , and 2017 the Company recognized $1.5 million , $0.6 million , and $0.4 million respectively, of non-cash stock compensation expense. As of December 31, 2019 , 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 0.94 years . Rollforward of restricted stock awards as of December 31, 2019 is as follows: Number of Restricted Stock Awards (In thousands) Weighted average grant date fair value Total non-vested at December 31, 2018 94 $ 17.40 Shares issued 678 4.99 Shares vested (478 ) 7.70 Shares forfeited (2 ) 4.55 Non-vested balance at December 31, 2019 292 $ 4.55 (c) Restricted stock units During 2019, the Company granted approximately 1.6 million restricted stock units to executive officers and key management employees. Additionally, the Company granted approximately $0.9 million replacement restricted stock units in connection with the C&J Merger. Restricted stock units are stock awards that vest over a one to three year service period. For the years ended December 31, 2019 , 2018 and 2017, the Company recognized $20.4 million , $9.8 million and $4.8 million , respectively, of non-cash stock compensation expense. As of December 31, 2019 , total unamortized compensation cost related to unvested restricted stock units was $19.1 million , which the Company expects to recognize over the remaining weighted-average period of 1.84 years . Rollforward of restricted stock units as of December 31, 2019 is as follows: Number of Restricted Stock Units (In thousands) Weighted average grant date fair value Total non-vested at December 31, 2018 1,947 $ 14.83 Units issued 2,679 8.57 Units vested (1,700 ) 11.58 Units forfeited (166 ) 13.89 Non-vested balance at December 31, 2019 2,760 $ 10.82 (d) Non-qualified stock options During 2019, the Company granted approximately 0.5 million replacement stock options in connection with the C&J merger. When granted the stock options had a remaining vesting term of approximately one year or less. Stock options granted in 2018 and 2017 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, 2019 , 2018 and 2017 , the Company recognized $3.5 million , 2.5 million and $1.1 million , respectively, of non-cash stock compensation expense. As of December 31, 2019 , total unamortized compensation cost related to unvested stock options was $1.0 million , which the Company expects to recognize over the remaining weighted-average period of 1.15 years. Rollforward of stock options as of December 31, 2019 is as follows: Number of Stock Options (In thousands) Weighted average grant date fair value Total outstanding at December 31, 2018 1,219 $ 6.75 Options granted 549 0.74 Options exercised — — Actual options forfeited (25 ) 6.77 Options expired — — Total outstanding at December 31, 2019 1,743 $ 4.86 There were 1.4 million stock options exercisable or vested at December 31, 2019 . Assumptions used in calculating the fair value of the stock options granted during the year are summarized below: 2019 Options Granted 2018 Options Granted 2017 Options Granted Valuation assumptions: Expected dividend yield 0 % 0 % 0 % Expected equity volatility 49.6 % 46.3 % 51.5 % Expected term (years) 7.3 - 8.1 6 6 Risk-free interest rate 1.7 % 2.7 % 1.6 % Weighted average: Exercise price per stock option $19.09 - $26.41 $ 15.31 $ 19.00 Market price per share $ 4.55 $ 15.31 $ 14.49 Weighted average fair value per stock option $ 0.74 $ 7.28 $ 6.16 (e) Performance-based RSU awards On March 25, 2019, the Company issued 0.3 million performance-based RSUs to executive officers under the Equity Plan, which had a grant date fair valued at $3.6 million . One half of performance-based RSUs were scheduled to vest at December 31, 2020 (the "two-year performance-based RSUs"), while the remaining half were scheduled to vest at December 31, 2021 (the "three-year performance-based RSUs"). Each vesting was subject to a payout percentage based on the Company's annualized total stockholder return ranking relative to its total stockholder return peer group achieved during the performance period, which extends from January 1, 2019 to December 31, 2020 for the two-year performance-based RSUs and January 1, 2019 to December 31, 2021 for the three-year performance-based RSUs. The number of shares that could have been earned at the end of the vesting period ranged from 25% to 200% of the target award amount, if the threshold performance criteria was met. These performance-based RSUs were settled in the Company's common stock and are classified as equity awards. In connection with the Merger, the performance-based RSU’s immediately vested on the C&J Acquisition Date. The remaining compensation expense associated with these performance-based RSUs was amortized into earnings on the date of close. As of December 31, 2019, there was no remaining compensation cost related to performance-based RSUs. Number of Performance-based RSU’s (In thousands) Weighted average grant date fair value Total outstanding at December 31, 2018 — $ — Performance-based RSU’s issued 327 11.00 Performance-based RSU’s vested (327 ) — Performance-based RSU’s forfeited — — Total outstanding at December 31, 2019 — $ — Assumptions used in calculating the fair value of the performance-based RSU’s granted during the year are summarized below: 2019 Performance-based RSU’s Granted Valuation assumptions: Expected dividend yield 0 % Expected equity volatility, including peers 40.2 % - 73.2% Expected term (years) 1.8 - 2.8 Risk-free interest rate 2.2% - 2.3% |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
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) Mergers and 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) Mergers and 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, 2019 , 1,962,809 shares were issued, net of share settlements for payment of payroll taxes, upon the vesting of stock-based compensation 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 (loss). 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) C&J Merger As described in Note (3) Mergers and Acquisition s, the Company completed the C&J Merger on October 31, 2019 for total consideration of approximately $485.1 million , consisting of (i) equity consideration in the form of 105.9 million shares of Keane common stock issued to C&J stockholders with a value of $481.9 million and (ii) replacement share based compensation awards attributable to pre-Merger services with a value of $3.2 million . (h) 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 $150.0 million remaining for future share repurchases under its existing stock repurchase program. 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 . On December 11, 2019, the Company announced the board of directors approved a new share repurchase program for up to $50.0 million through December 2020. No share repurchases were made under the share repurchase program in 2019. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss in the equity section of the consolidated balance sheets includes the following: (Thousands of Dollars) Foreign currency Interest rate AOCI December 31, 2018 $ — $ (798 ) $ (798 ) Net income (loss) — (239 ) (239 ) Other comprehensive loss (116 ) (7,628 ) (7,744 ) December 31, 2019 $ (116 ) $ (8,665 ) $ (8,781 ) The following table summarizes reclassifications out of accumulated other comprehensive loss into earnings during years ended December 31, 2019 , 2018 and 2017 (in thousands of dollars): Affected line item Year Ended December 31, 2019 2018 2017 Interest rate derivatives, hedging $ 239 $ 697 $ (172 ) Interest expense Foreign currency items (1) — (2,621 ) — Other income Total reclassifications $ 239 $ (1,924 ) $ (172 ) (1) 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 . |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2019 | |
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 (in thousands): Year Ended December 31, 2019 2018 2017 Numerator: Net income (loss) $ (106,157 ) $ 59,331 $ (36,141 ) Denominator: Basic weighted-average common shares outstanding (1) 122,977 109,335 106,321 Dilutive effect of restricted stock awards 43 17 36 Dilutive effect of deferred stock award granted to NEOs — 214 — Dilutive effect of RSUs granted under stock incentive plans 81 94 135 Diluted weighted-average common shares outstanding (2) 123,101 109,660 106,492 (1) The basic weighted-average common shares outstanding for the year ended December 31, 2017 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, 2019 and 2017 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases 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. The Company adopted these standards effective January 1, 2019, using the modified retrospective transition method. The Company recognized a lease right-of-use asset and lease liability of approximately $61.0 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 and combined statements of operations and comprehensive 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 connection with the adoption of these standards, the Company implemented internal controls to ensure that the Company's contracts are properly evaluated to determine applicability under ASU 2016-02 and that the Company properly applies ASU 2016-02 in accounting for and reporting on all its qualifying leases. The effect of the lease standards adoption on the unaudited condensed consolidated balance sheet as of January 1, 2019 is as follows (in thousands of dollars): December 31, 2018 January 1, 2019 Balance sheet line item As Previously Reported ASU 2016-02 Adoption As Adjusted Operating lease right-of-use assets $ — $ 60,946 $ 60,946 Finance lease right-of-use assets — 7,864 7,864 Property and equipment, net 531,319 (7,864 ) 523,455 Other noncurrent assets 6,569 (9 ) 6,560 Accrued expenses and other current liabilities (101,833 ) 1,066 (100,767 ) Current maturities of operating lease liabilities — (25,211 ) (25,211 ) Current maturities of finance lease liabilities — (4,928 ) (4,928 ) Current maturities of capital lease obligations (4,928 ) 4,928 — Long-term operating lease liabilities, less current maturities — (35,512 ) (35,512 ) Long-term finance lease liabilities, less current maturities — (5,581 ) (5,581 ) Capital lease obligations, less current maturities (5,581 ) 5,581 — Other noncurrent liabilities (3,283 ) 50 (3,233 ) Retained earnings 31,494 (1,330 ) 30,164 The Company has operating leases for certain of its corporate offices, field shops, apartments, warehouses, rail cars, frac pumps, trailers, tractors and certain other equipment. The Company also has both operating and finance leases for its light duty vehicles. The Company's leases have variable payments with annual escalations that are based on the proportion by which the consumer price index ("CPI") for all urban consumers increased over the CPI index for the prior comparative year. The Company's leases have remaining lease terms of less than 1 year to 15 years , some of which include extension and termination option. None of these extension and termination options were used to determine the Company's right-of-use assets and lease liabilities, as the Company has not determined it is probable that it will exercise any of these options. None of the Company's leases have residual value guarantees. The components of the Company's lease costs are as follows: (Thousands of Dollars) Year ended December 31, 2019 Operating lease cost $ 26,948 Finance lease cost: Amortization of right-of-use assets 3,356 Interest on lease liabilities 625 Total finance lease cost 3,981 Short-term lease cost 1,184 Variable lease cost (1) 15,654 Sublease income (116 ) Total lease cost $ 47,651 (1) Cost from variable amounts excluded from determination of lease liability. Supplemental cash flows related to leases are as follows: (Thousands of Dollars) Year ended December 31, 2019 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ 25,318 Operating cash flows from finance leases 565 Financing cash flows from finance leases 6,035 Weighted average remaining lease terms are as follows: Year ended December 31, 2019 Operating leases 4.74 years Finance leases 2.28 years Weighted average discount rate on the Company's lease liabilities are as follows: Year ended December 31, 2019 Operating leases 5.73% Finance leases 5.53% Maturities of the Company's lease liabilities as of December 31, 2019 , per ASU 2016-02, were as follows: (Thousands of Dollars) Year ending December 31, Operating leases Finance leases 2020 $ 26,068 $ 4,977 2021 12,084 3,168 2022 10,012 1,643 2023 7,088 273 2024 2,171 — Thereafter 10,921 — Total undiscounted remaining minimum lease payments 68,344 10,061 Less imputed interest (9,748 ) (623 ) Total discounted remaining minimum lease payments $ 58,596 $ 9,438 Prior to the adoption of the new lease accounting standard, minimum lease commitments, excluding early termination buyouts, remaining under the Company's operating leases and capital leases, for the next five years as of December 31, 2018 were as follows: (Thousands of Dollars) Year ending December 31, Operating leases Capital leases 2019 $ 26,327 $ 5,484 2020 18,017 2,652 2021 5,688 2,430 2022 4,795 883 2023 3,172 — Total $ 57,999 $ 11,449 The Company did not make any lease reassessments or modifications nor did it recognize any gains or losses on sale-leaseback transactions during the year ended December 31, 2019 . As of December 31, 2019 , the Company does not have additional operating and finance leases that have not yet commenced, nor did the Company have any lease transactions with any of its related parties. |
Leases | Leases 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. The Company adopted these standards effective January 1, 2019, using the modified retrospective transition method. The Company recognized a lease right-of-use asset and lease liability of approximately $61.0 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 and combined statements of operations and comprehensive 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 connection with the adoption of these standards, the Company implemented internal controls to ensure that the Company's contracts are properly evaluated to determine applicability under ASU 2016-02 and that the Company properly applies ASU 2016-02 in accounting for and reporting on all its qualifying leases. The effect of the lease standards adoption on the unaudited condensed consolidated balance sheet as of January 1, 2019 is as follows (in thousands of dollars): December 31, 2018 January 1, 2019 Balance sheet line item As Previously Reported ASU 2016-02 Adoption As Adjusted Operating lease right-of-use assets $ — $ 60,946 $ 60,946 Finance lease right-of-use assets — 7,864 7,864 Property and equipment, net 531,319 (7,864 ) 523,455 Other noncurrent assets 6,569 (9 ) 6,560 Accrued expenses and other current liabilities (101,833 ) 1,066 (100,767 ) Current maturities of operating lease liabilities — (25,211 ) (25,211 ) Current maturities of finance lease liabilities — (4,928 ) (4,928 ) Current maturities of capital lease obligations (4,928 ) 4,928 — Long-term operating lease liabilities, less current maturities — (35,512 ) (35,512 ) Long-term finance lease liabilities, less current maturities — (5,581 ) (5,581 ) Capital lease obligations, less current maturities (5,581 ) 5,581 — Other noncurrent liabilities (3,283 ) 50 (3,233 ) Retained earnings 31,494 (1,330 ) 30,164 The Company has operating leases for certain of its corporate offices, field shops, apartments, warehouses, rail cars, frac pumps, trailers, tractors and certain other equipment. The Company also has both operating and finance leases for its light duty vehicles. The Company's leases have variable payments with annual escalations that are based on the proportion by which the consumer price index ("CPI") for all urban consumers increased over the CPI index for the prior comparative year. The Company's leases have remaining lease terms of less than 1 year to 15 years , some of which include extension and termination option. None of these extension and termination options were used to determine the Company's right-of-use assets and lease liabilities, as the Company has not determined it is probable that it will exercise any of these options. None of the Company's leases have residual value guarantees. The components of the Company's lease costs are as follows: (Thousands of Dollars) Year ended December 31, 2019 Operating lease cost $ 26,948 Finance lease cost: Amortization of right-of-use assets 3,356 Interest on lease liabilities 625 Total finance lease cost 3,981 Short-term lease cost 1,184 Variable lease cost (1) 15,654 Sublease income (116 ) Total lease cost $ 47,651 (1) Cost from variable amounts excluded from determination of lease liability. Supplemental cash flows related to leases are as follows: (Thousands of Dollars) Year ended December 31, 2019 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ 25,318 Operating cash flows from finance leases 565 Financing cash flows from finance leases 6,035 Weighted average remaining lease terms are as follows: Year ended December 31, 2019 Operating leases 4.74 years Finance leases 2.28 years Weighted average discount rate on the Company's lease liabilities are as follows: Year ended December 31, 2019 Operating leases 5.73% Finance leases 5.53% Maturities of the Company's lease liabilities as of December 31, 2019 , per ASU 2016-02, were as follows: (Thousands of Dollars) Year ending December 31, Operating leases Finance leases 2020 $ 26,068 $ 4,977 2021 12,084 3,168 2022 10,012 1,643 2023 7,088 273 2024 2,171 — Thereafter 10,921 — Total undiscounted remaining minimum lease payments 68,344 10,061 Less imputed interest (9,748 ) (623 ) Total discounted remaining minimum lease payments $ 58,596 $ 9,438 Prior to the adoption of the new lease accounting standard, minimum lease commitments, excluding early termination buyouts, remaining under the Company's operating leases and capital leases, for the next five years as of December 31, 2018 were as follows: (Thousands of Dollars) Year ending December 31, Operating leases Capital leases 2019 $ 26,327 $ 5,484 2020 18,017 2,652 2021 5,688 2,430 2022 4,795 883 2023 3,172 — Total $ 57,999 $ 11,449 The Company did not make any lease reassessments or modifications nor did it recognize any gains or losses on sale-leaseback transactions during the year ended December 31, 2019 . As of December 31, 2019 , the Company does not have additional operating and finance leases that have not yet commenced, nor did the Company have any lease transactions with any of its related parties. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes NexTier Oilfield Solutions Inc. (formerly Keane Group, Inc.) was formed as a corporation as a result of the IPO and related Organizational Transactions on January 20, 2017. The Company established a provision for income taxes for operations beginning January 20, 2017. NexTier was formed to hold all of the operational assets of Keane Group Holdings, LLC, which 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 for periods prior to January 20, 2017. The following table summarizes the income (loss) from continuing operations before income taxes in the following jurisdictions: (Thousands of Dollars) Year Ended December 31, 2019 2018 2017 Domestic $ (106,879 ) $ 66,260 $ (35,904 ) Foreign 1,727 (2,659 ) (87 ) $ (105,152 ) $ 63,601 $ (35,991 ) The components of the Company’s income tax provision are as follows: (Thousands of Dollars) Year Ended December 31, 2019 2018 2017 Current: State $ 709 $ 5,387 $ 614 Foreign 627 31 — Total current income tax provision $ 1,336 $ 5,418 $ 614 Deferred: Federal $ (239 ) $ (1,031 ) $ (536 ) State (92 ) (117 ) 72 Total deferred income tax provision (331 ) (1,148 ) (464 ) $ 1,005 $ 4,270 $ 150 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 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 2019 of (0.96)% differs from the statutory rate, primarily due to state taxes, and the change in the valuation allowance. The Company’s effective tax rate for 2018 was 6.71% . (Thousands of Dollars) December 31, December 31, December 31, Income tax provision computed at the statutory federal rate $ (22,082 ) $ 13,356 $ (9,795 ) Reconciling items: State income taxes, net of federal tax benefit (1,463 ) 1,408 (334 ) Deferred tax asset valuation adjustment 14,987 (22,639 ) (32,593 ) Tax rate change — — 41,591 Permanent differences 9,962 5,237 630 Foreign withholding taxes 627 — — Other (1,026 ) 6,908 651 Income tax provision $ 1,005 $ 4,270 $ 150 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, 2019 2018 2017 Deferred tax assets: Stock-based compensation $ 4,124 $ 3,979 $ 2,467 Net operating loss carry-forwards 196,949 90,565 70,745 Accruals and other 21,411 4,524 3,994 PPE & Intangibles 1,474 — — Gross deferred tax assets 223,958 99,068 77,206 Valuation allowance (223,419 ) (41,779 ) (65,347 ) Total deferred tax assets $ 539 $ 57,289 $ 11,859 Deferred tax liability: PP&E and intangibles $ — $ (56,799 ) $ (11,319 ) Prepaids and other (645 ) (756 ) (1,954 ) Total deferred tax liability (645 ) (57,555 ) (13,273 ) Net deferred tax liability $ (106 ) $ (266 ) $ (1,414 ) As of December 31, 2019 , NexTier had total U.S. federal tax net operating loss (“NOL”) carryforwards of $787.6 million , of which, $380.2 million , if not utilized, will begin to expire in the year 2031. The remaining $407.3 million of federal NOLS can be carried forward indefinitely. Of this amount, $71.6 million related to the Company’s current year federal tax loss. The Company has state NOLS of $306.4 million , which if not utilized, will expire in various years between 2025 and 2038. Additionally, the Company has $20.1 million of NOLs in foreign jurisdictions that, if not utilized, will begin to expire in the year 2035. As a result of the C&J Merger on October 31, 2019, NexTier had 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 C&J Merger. The Company’s Section 382 annual limitation is $8.5 million . In addition, this annual limitation is subject to adjustments from the realization of net unrealized built-in gain (“NUBIG”) during a five-year recognition period ending October 31, 2024. As of December 31, 2019, it is expected that all of the Company’s pre-change NOLs of $398.7 million incurred prior to the C&J Merger will be available for use during the applicable carryforward period without becoming permanently lost by the Company due to expiration. The Company’s pre-change NOLs subject to expiration comprise $275.8 million out of the total $398.7 million . C&J Energy Services, Inc. had Pre-change NOLs carry forward prior to the C&J Merger. As a result of the C&J Merger, such NOLs were carried over to the Company. These NOLs are also subject to an annual limitation under IRC Section 382. The Company’s annual limitation with respect to the C&J Energy NOLs is $8.6 million and is subject to adjustments from the realization of net unrealized built-in loss (“NUBIL”) during a five-year recognition period ending October 31, 2024. Due to this IRC Section 382 annual limitation, some of the NOLs carried over to the Company from C&J Energy Services, Inc. are expected to become permanently lost by the Company due to the expiration and will not be available for use by the Company during the applicable carryforward period. The Company has not reflected the NOLs expected to expire as a result of this limitation in its summary of deferred tax assets or in the NOLs disclosed within this paragraph. The pre-change NOLs carried over from C&J Energy Services, Inc. total $322.6 million of which $104.4 million are subject to expiration, but not expected to expire as a result of the IRC Section 382 limitation. 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, 2019 fully offsets the net deferred tax assets, excluding deferred tax liabilities related to certain indefinite-lived assets. The valuation allowance as of December 31, 2017 fully offsets the impact of the initial benefit recorded related to the formation of NexTier Oilfield Solutions Inc., excluding deferred tax liabilities related to certain indefinite lived assets. 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, 2019 , 2018, and 2017 were $223.4 million , $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, 2019 $ 41,779 Acquisition accounting 164,950 Charge as (benefit) expense to income tax provision for current activities 14,987 Changes to other comprehensive income (loss) 1,703 Valuation allowance as of December 31, 2019 $ 223,419 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, 2019 , 2018 and 2017 . 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 classifies interest and penalties within the provision for income taxes. The Company’s tax returns are open to audit under the statute of limitations for the years ended December 31, 2016 through December 31, 2018 for federal tax purposes and for the years ended December 31, 2015 through December 31, 2018 for state tax purposes. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of December 31, 2019 , and 2018 , the Company had $9.0 million , including deposits acquired through the C&J Merger, and $4.2 million of deposits on equipment, respectively. Outstanding purchase commitments on equipment were $64.0 million and $43.6 million , as of December 31, 2019 , and 2018 , respectively. As of December 31, 2019 , the Company had committed $1.3 million to research and development with its equity-method investee. For additional information, see Note ( 2 ) Summary of Significant Accounting Policies . As of December 31, 2019 , the Company has a letter of credit of $31.8 million under the 2019 ABL Facility. 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 some 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 $160.0 million , $107.4 million and $150.0 million amounts of proppant under its take-or-pay agreements during the years ended December 31, 2019 , 2018 and 2017 . Aggregate minimum commitments under long-term raw material supply agreements with payment penalties for minimum tonnage purchases for the next five years as of December 31, 2019 are listed below: (Thousands of Dollars) Year-end December 31, 2020 $ 30,007 2021 14,925 2022 9,300 2023 1,500 2024 — $ 55,732 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 and motor vehicle accidents. 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. 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 consolidated financial position, results of operations or liquidity. 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 would conduct a routine audit of Keane Frac TX, LLC's direct payment sales tax for the periods of January 2014 through May 2017. The Company initially anticipated and recorded an estimate for a potential assessment of approximately $3.2 million during the first quarter of 2019. Subsequently, the Company made a $2.1 million prepayment in June 2019. The Company made an additional payment of $0.3 million in the third quarter of 2019 after receiving the notification of the audit result, concluding the audit. These amounts are recorded in selling, general and administrative expenses in the Company's consolidated statements of operations and comprehensive income (loss). Prior to the consummation of the C&J Merger, the Company and C&J had been notified by certain state taxing authorities that these taxing authorities would be conducting routine sales and use tax audits of certain wholly owned operating subsidiaries of the Company for tax periods ranging from January 2011 through December 2019. The Company has recorded estimates of potential assessments for each audit totaling in the aggregate approximatel y $32.6 million . For one audit, in particular, the Company disagrees with many aspects of the state’s preliminary report and intends to contest the state’s position through litigation, if necessary. In addition, this reserve does not take into account the potential for refund claims in which the Company has not recorded. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Cerberus Operations and Advisory Company and Cerberus Capital Management, L.P., affiliates of the Company’s principal equity holder, provide certain consulting services to the Company. The Company paid $4.1 million , $0.3 million and $0.3 million during the years ended December 31, 2019 , 2018 and 2017 , respectively. In connection with the Organization Transaction, 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. For additional information, see Note ( 2 ) Summary of Significant Accounting Policies . As of December 31, 2019 , the Company has purchased $1.7 million of shares in its equity-method investee. 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, 2019 | |
Retirement Benefits [Abstract] | |
Retirement Benefits and Nonretirement Postemployment Benefits | Retirement Benefits and Nonretirement Postemployment Benefits Defined Contribution Plan The Company sponsors two different 401(k) defined contribution retirement plans covering eligible employees. Through the first plan, the Company makes matching contributions of up to 3.5% of compensation. Through the second plan, Eligible employees can make annual contributions to the plan up to the maximum amount allowed by current federal regulations, but no more than 80.0% of compensation as noted in the plan document. Contributions made by the Company related to the years ended December 31, 2019 , 2018 , and 2017 were $8.1 million , $6.7 million and $4.0 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 $16.7 million , $0.6 million and $2.0 million for the years ended December 31, 2019 , 2018 and 2017 |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments In accordance with Accounting Standard Codification (“ASC”) No. 280, Segment Reporting (“ASC 280”), the Company routinely evaluates whether its separate segments have changed. This determination is made based on the following factors: (1) the Company’s chief operating decision maker (“CODM”) is currently managing each operating segment as a separate business and evaluating the performance of each segment and making resource allocation decisions distinctly and expects to do so for the foreseeable future, and (2) discrete financial information for each operating segment is available. Due to the transformative nature of the C&J Merger, the CODM changed the way in which the Company is managed, including the level at which to make performance evaluation and resource allocation decisions. Discrete financial information was created to provide the segment information necessary for the CODM to manage the Company under the revised operating segment structure. As a result of this change in operating segments, the Company revised its reportable segments subsequent to the completion of the C&J Merger. The Company’s revised reportable segments are: (i) Completion Services, (ii) Well Construction and Intervention (“WC&I”) and (iii) Well Support Services. This segment structure reflects the financial information and reports used by the Company’s management, specifically including its CODM, to make decisions regarding the Company’s business, including performance evaluation and resource allocation decisions. As a result of the revised reportable segment structure, the Company has restated the corresponding items of segment information for all periods presented. The following is a description of each reportable segment: Completion Services The Company’s Completion Services segment consists of the following businesses and service lines: (1) fracturing services; (2) wireline and pumpdown services; and (3) completion support services, which includes the Company's research and technology department. Well Construction and Intervention Services The Company’s WC&I Services segment consists of the following businesses and service lines: (1) cementing services and (2) coiled tubing services. Well Support Services The Company’s Well Support Services segment consists of the following businesses and service lines: (1) rig services; (2) fluids management services; and (3) other specialty well site services. The following tables present financial information with respect to the Company’s segments. Corporate and Other represents costs not directly associated with a 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, 2019 2018 2017 Operations by reportable segment Revenue: Completion Services $ 1,709,934 $ 2,100,956 $ 1,527,287 WC&I 63,039 36,050 14,794 Well Support Services 48,583 — — Total revenue $ 1,821,556 $ 2,137,006 $ 1,542,081 Adjusted gross profit (loss): Completion Services (1) $ 401,845 $ 478,850 $ 258,024 WC&I (1) 7,812 (2,390 ) 1,496 Well Support Services (1) 7,967 — — Total adjusted gross profit $ 417,624 $ 476,460 $ 259,520 Operating income (loss): Completion Services $ 126,698 $ 234,756 $ 115,691 WC&I 3,855 (6,818 ) (197 ) Well Support Services 6,959 — — Corporate and Other (221,261 ) (129,928 ) (106,225 ) Total operating income (loss) $ (83,749 ) $ 98,010 $ 9,269 Depreciation and amortization: Completion Services $ 270,918 $ 241,169 $ 141,385 WC&I 3,822 4,428 5,757 Well Support Services 1,415 — — Corporate and Other 15,995 13,548 12,138 Total depreciation and amortization $ 292,150 $ 259,145 $ 159,280 Net income (loss): Completion Services $ 126,698 $ 234,756 $ 115,691 WC&I 3,855 (6,818 ) (197 ) Well Support Services 6,959 — — Corporate and Other (243,669 ) (168,607 ) (151,635 ) Total net income (loss) $ (106,157 ) $ 59,331 $ (36,141 ) Capital expenditures (2) : Completion Services $ 179,044 $ 281,081 $ 185,329 WC&I 3,514 9,510 1,718 Well Support Services 6,980 — — Corporate and Other 3,649 952 2,582 Total capital expenditures $ 193,187 $ 291,543 $ 189,629 (1) Adjusted gross profit at the segment level is not considered to be a non-GAAP financial measure as it is the Company's segment measure of profitability and is required to be disclosed under GAAP pursuant to ASC 280. (2) Capital expenditures do not include 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 (Thousands of Dollars) December 31, December 31, Total assets by segment: Completion Services $ 1,091,965 $ 894,467 WC&I 106,493 20,974 Well Support Services 109,792 — Corporate and Other 356,657 139,138 Total assets $ 1,664,907 $ 1,054,579 Goodwill by segment: Completion Services $ 136,425 $ 132,524 WC&I 372 — Well Support Services 661 — Corporate and Other — — Total goodwill $ 137,458 $ 132,524 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 . 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, 2019 (Unaudited) Selected Financial Data: First Second Quarter Third Quarter Fourth Quarter Revenue $ 421,654 $ 427,733 $ 443,953 $ 528,216 Costs of services (excluding depreciation and amortization, shown separately) 337,646 324,503 333,438 408,345 Depreciation and amortization 71,476 69,886 68,708 82,080 Selling, general and administrative expenses 27,936 26,463 26,579 42,698 Merger and integration — 6,108 6,651 55,972 (Gain) loss on disposal of assets 481 (330 ) 679 3,640 Impairment — — — 12,346 Total operating costs and expenses 437,539 426,630 436,055 605,081 Operating income (loss) (15,885 ) 1,103 7,898 (76,865 ) Other income (expense), net 448 (43 ) 55 (7 ) Interest expense (5,395 ) (5,477 ) (5,215 ) (5,769 ) Total other expenses (4,947 ) (5,520 ) (5,160 ) (5,776 ) Income tax income (expense) (974 ) (564 ) 820 (287 ) Net income (loss) $ (21,806 ) $ (4,981 ) $ 3,558 $ (82,928 ) Year Ended December 31, 2018 (Unaudited) Selected Financial Data: First Quarter 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 23,978 27,482 28,466 Merger and integration — 147 301 — (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 expense (income), 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 |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements (a) Recently Adopted Accounting Standards 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 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. The Company implemented the provisions of this ASU effective January 1, 2019, with no impact to its unaudited condensed consolidated financial statements, as due to the Company's valuation allowance, there is no net tax effect stranded within accumulated other comprehensive 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 Company adopted this standard effective January 1, 2019, with no significant impact to its unaudited condensed consolidated financial statements, as the transactions it conducts that qualify under ASU 2018-09 are only impacted by the amendments to ASC 718-740. 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 Company adopted this standard effective January 1, 2019, with no impact to its unaudited condensed consolidated financial statements, as the benchmark interest rate on its existing debt facility and interest rate swap is LIBOR. In January 2019, the FASB issued ASU 2019-01, "Leases (Topic 842) - Codification Improvements." The amendments in this standard provide implementation guidance with regards to determining the fair value of an underlying leased asset by lessors that are not manufacturers or dealers, presentation of cash received from leases by lessors in sales-type or direct financing leases on the statement of cash flows and transition disclosures related to ASC 250, "Accounting Changes and Error Corrections." The amendments in this standard are effective January 1, 2020, except for those related to transition disclosures that are effective immediately on January 1, 2019. Early adoption was permitted. The Company adopted this standard effective January 1, 2019 with no impact to its unaudited condensed consolidated financial statements, as the Company does not have any leases for which lessor accounting is applied under ASC 842. (b) Recently Issued Accounting Standards 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. In April 2019, the FASB issued ASU No. 2019-04, "Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments," which clarified certain amendments related to ASU 2016-13. In May 2019, the FASB issued ASU No. 2019-05, "Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief," which clarifies certain aspects of the amendments in ASU 2016-13. In November 2019, the FASB issued ASU No. 2019-10, "Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815, and Leases (Topic 842) and ASU 2019-11 Codification Improvements to Topic 326, Financial Instruments—Credit Losses. The Company adopted these new standards effective January 1, 2020. The Company is finalizing its assessment related to its trade accounts receivable based on a risk assessed portfolio approach, incorporating current and forecasted economic conditions as of January 1, 2020. The Company continues to finalize its estimated credit losses and establish processes and internal controls that may be required to comply with the new credit loss standard and related disclosure requirements. The Company does not expect the adoption of these standards to have a significant impact on its consolidated financial statements. 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 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 financial statements. 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 financial statements. In July 2019, the FASB issued ASU 2019-07, "Codification Updates to SEC Sections—Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates (SEC Update)". The Company does not expect the adoption of this standard to have a significant impact on its consolidated financial statements. In August 2019, the FASB issued ASU 2019-08, "Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements - Share-Based Consideration Payable to a Customer". ASU 2019-08 expands the scope of ASC Topic 718 to provide guidance for share-based payment awards granted to a customer in conjunction with selling goods or services accounted for under Topic 606. For entities that have adopted the amendments in ASU 2018-07, the amendments in ASU 2019-08 are effective in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. An entity may early adopt the amendments in ASU 2019-08, but not before it adopts the amendments in ASU 2018-07. The Company does not expect the adoption of this standard to have an impact on its 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. In December 2019, the Financial Accounting Standards Board issued ASU No 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company does not expect ASU 2019-12 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 9, 2020, the Company announced it had completed the divestiture of its Well Support Services segment for approximately $93.7 million of total consideration to Basic Energy Services, Inc. (“Basic”). The consideration consisted of (i) $59.4 million of cash consideration before transaction costs, escrowed amounts and subject to customary working capital adjustments and (ii) and $34.3 million of par value senior secured notes (“Notes”) previously issued by Basic. Under the terms of the agreement, the Notes are accompanied by a make-whole guarantee at par value, which guarantees the payment of $34.3 million to NexTier after the Notes are held to the one year anniversary of March 9, 2021. The Company is monitoring the recent reductions in commodity prices driven by the potential impact of the novel coronavirus and global supply and demand dynamics as potential triggering events that may indicate that the carrying value of certain assets may not be recoverable. The extent to which these events may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted at this time. The duration and intensity of these impacts and resulting disruption to the Company’s operations is uncertain and the Company will continue to assess the financial impact. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 and include all of the accounts of NexTier and its consolidated subsidiaries. |
Principles of Consolidation | All intercompany transactions and balances have been eliminated. |
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. 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, income taxes, stock-based incentive plan awards and derivatives. |
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 820, 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. Operating results of an acquired business are included in the Company’s results of operations from the date of acquisition. Asset acquisitions are measured based on their cost to the Company, including transaction costs. Asset acquisition costs, or the consideration transferred by the Company, are 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 $50.0 million , under the 2019 ABL Facility (as defined herein), is not considered to be restricted as long as the Company, at management’s discretion, reinvests any part of such proceeds in assets (other than current assets) to be used 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 2019 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 2019 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, 2019 and 2018. Cash balances related to the Company's captive insurance subsidiary, which totaled 20.1 million at December 31, 2019, are included in cash and cash equivalents in the consolidated balance sheets, and the Company expects to use these cash balances to fund the operations of the captive insurance subsidiaries and to settle future anticipated claims. |
Trade Accounts Receivable | Trade accounts receivable are generally 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 |
Inventories | Inventories are stated at the lower of cost or 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. |
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. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. To achieve this core principle, ASC 606 requires the Company to apply the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue when or as the Company satisfies a performance obligation. The five-step model requires management to exercise judgment when evaluating contracts and recognizing revenue. Identify the Contract and Determine Transaction Price The Company typically provides its services (i) under term pricing agreements; (ii) under contracts that include dedicated fleet or unit arrangements; (iii) on a spot market basis; and (iv) under term contracts that include “take-or-pay” provisions. Under term pricing agreements, the Company and customer agree to set pricing for a specified period of time. The agreed-upon pricing is subject to periodic review, as specifically defined in the agreement, and may be adjusted upon the agreement of both parties. These agreements typically do not feature provisions obligating either party to commit to a certain utilization level. Additionally, these agreements typically allow either party to terminate the agreement for its convenience without incurring a termination penalty. Under dedicated unit arrangements, customers typically commit to targeted utilization levels based on a specified number of fracturing stages per calendar month or fulfilling the customer's requirements, in either instance at agreed-upon pricing. These agreements typically do not feature obligations to pay for services not used by the customer. In addition, the agreed-upon pricing is typically subject to periodic review, as specifically defined in the agreement, and may be adjusted upon the agreement of both parties. These contracts also typically allow for termination for either party's convenience with a brief notice period and may feature a termination penalty in the event the customer terminates the contract for its convenience. Rates for services performed on a spot market basis are based on an agreed-upon spot market rate unique to each service line. Under term contracts with “take-or-pay” provisions, the Company’s customers are typically obligated to pay on a monthly basis for a specified quantity of services, whether or not those services are actually utilized. To the extent customers use more than the specified contracted minimums, the Company will charge a pre-agreed amount for the provision of such additional services, which amounts are typically subject to periodic review. In addition, these contracts typically feature a termination penalty in the event the customer terminates the contract for its convenience. "Take-or-pay" provisions are considered stand ready performance obligations. The Company recognizes "take-or-pay" revenues using a time-based measure of progress, as the Company cannot reasonably estimate if and when the customer will require the Company to provide the services; likewise, the customer benefits as the Company is standing by to provide such services. Identify and Satisfy the Performance Obligations The majority of the Company’s performance obligations are satisfied over time. The Company has determined this best represents the transfer of value from its services to the customer as performance by the Company helps to enhance a customer controlled asset (e.g., unplugging a well, enabling a well to produce oil or natural gas). Measurement of the satisfaction of the performance obligation is measured using the output method, which is typically evidenced by a field ticket. A field ticket includes items such as services performed, consumables used, and man hours incurred to complete the job for the customer. Each field ticket is used to invoice customers. Payment terms for invoices issued are in accordance with a master services agreement with each customer, which typically require payment within 30 days of the invoice issuance. A portion of the Company’s contracts contain variable consideration; however, this variable consideration is typically unknown at the time of contract inception, and is not known until the job is complete, at which time the variability is resolved. Examples of variable consideration include the number of hours that will be incurred and the amount of consumables (such as chemicals and proppants) that will be used to complete a job. In the course of providing services to its customers, the Company may use consumables; for example, in the Company’s fracturing business, chemicals and proppants are used in the fracturing service for the customer. ASC 606 requires that goods or services promised to a customer be identified separately when they are distinct within the contract. However, the consumables are used to complete the service for the customer and are not beneficial to the customer on their own. As such, the consumables are not a separate performance obligation, but instead are combined with the other services within the context of the contract and accounted for as a single performance obligation. Remaining Performance Obligations The Company invoices its customers for the services provided at contractual rates multiplied by the applicable unit of measurement, including volume of consumables used and hours incurred. In accordance with ASC 606, the Company has elected the “Right to Invoice” practical expedient for all contracts, which allows the Company to invoice its customers in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. With this election, the Company is not required to disclose information about the variable consideration related to its remaining performance obligations. 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. For those contracts with a term of more than one year, the Company had approximately $31.0 million of unsatisfied performance obligations as of December 31, 2019, which will be recognized as services are performed over the remaining contractual terms. 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. 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 balance sheets. Payment terms after invoicing are typically 30 days or less. The Company does not have any significant contract costs to obtain or fulfill contracts with customers; as such, no amounts are recognized on the consolidated balance sheet. 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 following is a description of the Company’s core service lines separated by reportable segments from which the Company generates its revenue. For additional detailed information regarding reportable segments, see (21) Business Segments . Revenue from the Company’s Completion Services, Well Construction and Intervention (“WC&I”), and Well Support Services segments are recognized as follows: Completion Services The Company provides hydraulic fracturing, wireline and pumpdown services pursuant to contractual arrangements, such as term contracts and pricing agreements. Revenue from these services are earned as services are rendered, which is generally on a per stage or fixed monthly rate. 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). 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. Well Construction and Intervention 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. The Company provides a range of coiled tubing services primarily used for fracturing plug drill-out during completion operations and for well workover and maintenance, primarily on a spot market basis. Jobs for these services are typically short-term in nature, lasting anywhere from a few hours to multiple days. Revenue is recognized upon completion of each day’s work based upon a completed field ticket. The field ticket includes charges for the services performed and the consumables used during the course of service. The field ticket may also include charges for the mobilization and set-up of equipment, the personnel on the job, any additional equipment used on the job, and other miscellaneous consumables. The Company typically charges the customer for the services performed and resources provided on an hourly basis at agreed-upon spot market rates, at times, or pursuant to pricing agreements. Well Support Services Segment Through its rig services line, the Company provides workover and well servicing rigs that are primarily used for routine repair and maintenance of oil and gas wells, re-drilling operations and plug and abandonment operations. These services are provided on an hourly basis at prices that approximate spot market rates. A field ticket is generated and revenue is recognized upon the earliest of the completion of a job or at the end of each day. A rig services job can last anywhere from a few hours to multiple days depending on the type of work being performed. The field ticket includes the base hourly rate charge and, if applicable, charges for additional personnel or equipment not contemplated in the base hourly rate. The field ticket may also include charges for the mobilization and set-up of equipment. Through its fluids management service line, the Company primarily provides storage, transportation and disposal services for fluids used in the drilling, completion and workover of oil and gas wells. Rates for these services vary and can be on a per job, per hour, or per load basis, or on the basis of quantities sold or disposed. Revenue is recognized upon the completion of each job or load, or delivered product, based on a completed field ticket. Through its other special well site service line, the Company primarily provides fishing, contract labor and tool rental services for completion and workover of oil and gas wells. Rates for these services vary and can be on a per job, per hour or on the basis of rental days per month. Revenue is recognized based on a field ticket issued upon the completion of each job or on a monthly billing for rental services provided. |
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 or 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, or its expected period of use. 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 (loss). The Company uses the days straight-line depreciation method. Depreciation methods, useful lives and residual values are reviewed annually or as needed based on activities related to specific assets. |
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 an acquired business over the estimated fair value of the identifiable assets acquired and liabilities assumed by the Company. For the purposes of goodwill impairment assessment, 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 across the Company’s Completions Services, Well Construction and Intervention and Well Support Services reporting units. Before employing detailed impairment testing methodologies, the Company may first evaluate the likelihood of impairment by considering qualitative factors relevant to each reporting unit, 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 across its Completion Services, Well Construction and Intervention, and Well Support Services segments. If the carrying amount of the reporting unit 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 2019 , the Company performed the qualitative analysis (step zero) 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. No goodwill impairment has been recognized in 2019, 2018 or 2017. 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. The Company impaired its Keane trade name in 2019. For additional detailed information regarding the impairment of the Keane trade name, see Note (4) Intangible Assets . There was no indefinite-lived asset impairment recognized during 2018 or 2017 . |
Long-Lived Assets and Definite Lives | 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 are: fracturing, wireline and pumpdown, cementing, coiled tubing, and well support services, 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 2019 and 2018 , 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. |
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 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 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 an asset or paid to transfer a 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”), performance based RSU award (“PSUs”), 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 fair value of PSUs with market conditions is determined using a Monte Carlo simulation method. 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, PSUs, 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 tax deduction for 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 as discrete, adjustments 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 option to settle income tax obligations arising from the vesting of their restricted or deferred stock-based compensation awards by 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, RSUs, and PSUs 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, 2019 , 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. As a result of the C&J Merger, the Company had foreign subsidiaries at December 2019 in Canada, Netherlands, Luxembourg and Ecuador. The Company is responsible for certain state income and franchise taxes in the states in which it operates, which include, but not limited to California, Colorado, Louisiana, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Texas, Utah 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 balance sheets and totaled $3.6 million and $1.7 million as of |
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 | Effective January 1, 2019, the Company adopted ASU 2016-02, "Leases (Topic 842)," and related amendments, which set out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors, using the modified retrospective method. In connection with the adoption of these standards, the Company implemented internal controls to ensure that the Company's contracts are properly evaluated to determine applicability under ASU 2016-02 and that the Company properly applies ASU 2016-02 in accounting for and reporting on all its qualifying leases. In accordance with ASU 2016-02, the Company considers any contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration to be a lease. The Company determines whether the contract into which it has entered is a lease at the lease commencement date. Rental arrangements with term lengths of one month or less are expensed as incurred, but not recognized as qualifying leases. For lessees, leases can be classified as finance leases or operating leases, while for lessors, leases can be classified as sales-type leases, direct financing leases or operating leases. As lessee, all leases, with the exception of short-term leases, are capitalized on the balance sheet by recording a lease liability, which represents the Company's obligation to make lease payments arising from the lease and a right-of-use asset, which represents the Company's right to use the underlying asset being leased. For leases in which the Company is the lessee, the Company uses a collateralized incremental borrowing rate to calculate the lease liability, as for most leases, the implicit rate in the lease is unknown. The collateralized incremental borrowing rate is based on a yield curve over various term lengths that approximates the borrowing rate the Company would receive if it collateralized its lease arrangements with all of its assets. For leases in which the Company is the lessor, the Company uses the rate implicit in the lease. For finance leases, the Company amortizes the right-of-use asset on a straight-line basis over the earlier of the useful life of the right-of-use asset or the end of the lease term and records this amortization in rent expense on the consolidated and combined statements of operations and comprehensive loss. The Company adjusts the lease liability to reflect lease payments made during the period and interest incurred on the lease liability using the effective interest method. The incurred interest expense is recorded in interest expense on the consolidated and combined statements of operations and comprehensive loss. For operating leases, the Company recognizes one single lease cost, comprised of the lease payments and amortization of any associated initial direct costs, within rent expense on the consolidated and combined statements of operations and comprehensive loss. Variable lease costs not included in the determination of the lease liability at the commencement of a lease are recognized in the period when the specified target that triggers the variable lease payments becomes probable. In accordance with ASC 842, the Company has made the following elections for its lease accounting: • all short-term leases with term lengths of 12 months or less will not be capitalized; the underlying class of assets to which the Company has applied this expedient is primarily its apartment leases; • for non-revenue contracts containing both lease and non-lease components, both components will be combined and accounted for as one lease component and accounted for under ASC 842; and • for revenue contracts containing both lease and non-lease components, both components will be combined and accounted for as one component and accounted for under ASC 606. As part of the Company's adoption of ASU 2016-02, the Company elected to adopt the standard using the modified retrospective transition method and elected the practical expedient transition method package whereby the Company did not: • reassess whether any expired or existing contracts contained leases; • reassess the lease classification for any expired or existing leases; and • reassess initial direct costs for any existing leases. |
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). |
Pro-forma earnings per share | The earnings per share amounts for the year ended December 31, 2017 have been computed to give effect to the Organizational Transactions, as if it had occurred on January 1, 2016, 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 | 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 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. The Company implemented the provisions of this ASU effective January 1, 2019, with no impact to its unaudited condensed consolidated financial statements, as due to the Company's valuation allowance, there is no net tax effect stranded within accumulated other comprehensive 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 Company adopted this standard effective January 1, 2019, with no significant impact to its unaudited condensed consolidated financial statements, as the transactions it conducts that qualify under ASU 2018-09 are only impacted by the amendments to ASC 718-740. 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 Company adopted this standard effective January 1, 2019, with no impact to its unaudited condensed consolidated financial statements, as the benchmark interest rate on its existing debt facility and interest rate swap is LIBOR. In January 2019, the FASB issued ASU 2019-01, "Leases (Topic 842) - Codification Improvements." The amendments in this standard provide implementation guidance with regards to determining the fair value of an underlying leased asset by lessors that are not manufacturers or dealers, presentation of cash received from leases by lessors in sales-type or direct financing leases on the statement of cash flows and transition disclosures related to ASC 250, "Accounting Changes and Error Corrections." The amendments in this standard are effective January 1, 2020, except for those related to transition disclosures that are effective immediately on January 1, 2019. Early adoption was permitted. The Company adopted this standard effective January 1, 2019 with no impact to its unaudited condensed consolidated financial statements, as the Company does not have any leases for which lessor accounting is applied under ASC 842. (b) Recently Issued Accounting Standards 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. In April 2019, the FASB issued ASU No. 2019-04, "Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments," which clarified certain amendments related to ASU 2016-13. In May 2019, the FASB issued ASU No. 2019-05, "Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief," which clarifies certain aspects of the amendments in ASU 2016-13. In November 2019, the FASB issued ASU No. 2019-10, "Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815, and Leases (Topic 842) and ASU 2019-11 Codification Improvements to Topic 326, Financial Instruments—Credit Losses. The Company adopted these new standards effective January 1, 2020. The Company is finalizing its assessment related to its trade accounts receivable based on a risk assessed portfolio approach, incorporating current and forecasted economic conditions as of January 1, 2020. The Company continues to finalize its estimated credit losses and establish processes and internal controls that may be required to comply with the new credit loss standard and related disclosure requirements. The Company does not expect the adoption of these standards to have a significant impact on its consolidated financial statements. 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 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 financial statements. 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 financial statements. In July 2019, the FASB issued ASU 2019-07, "Codification Updates to SEC Sections—Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates (SEC Update)". The Company does not expect the adoption of this standard to have a significant impact on its consolidated financial statements. In August 2019, the FASB issued ASU 2019-08, "Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements - Share-Based Consideration Payable to a Customer". ASU 2019-08 expands the scope of ASC Topic 718 to provide guidance for share-based payment awards granted to a customer in conjunction with selling goods or services accounted for under Topic 606. For entities that have adopted the amendments in ASU 2018-07, the amendments in ASU 2019-08 are effective in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. An entity may early adopt the amendments in ASU 2019-08, but not before it adopts the amendments in ASU 2018-07. The Company does not expect the adoption of this standard to have an impact on its 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. In December 2019, the Financial Accounting Standards Board issued ASU No 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company does not expect ASU 2019-12 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of disaggregation of revenue | Revenue activities during the years ended December 31, 2019 , 2018 and 2017 were as follows: Year Ended December 31, 2019 Completion Services WC&I Well Support Services Total (In thousands) Geography Northeast $ 479,685 $ 5,193 $ — $ 484,878 Central 104,225 5,741 — 109,966 West Texas 839,652 24,575 9,336 873,563 West 273,364 27,530 39,247 340,141 International 13,008 — — 13,008 $ 1,709,934 $ 63,039 $ 48,583 $ 1,821,556 Year Ended December 31, 2018 Completion Services WC&I Well Support Services Total (In thousands) Geography Northeast $ 790,026 $ — $ — $ 790,026 Central 61,083 — — 61,083 West Texas 1,005,630 12,256 — 1,017,886 West 244,217 23,794 — 268,011 $ 2,100,956 $ 36,050 $ — $ 2,137,006 Year Ended December 31, 2017 Completion Services WC&I Well Support Services Total (In thousands) Geography Northeast $ 566,931 $ — $ — $ 566,931 Central 103,857 — — 103,857 West Texas 635,877 — — 635,877 West 220,623 7,526 7,267 235,416 $ 1,527,288 $ 7,526 $ 7,267 $ 1,542,081 |
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, 2019 and December 31, 2018 : (Thousands of Dollars) December 31, December 31, Land $ 35,178 $ 4,771 Building and leasehold improvements 90,950 32,134 Office furniture, fixtures and equipment 10,678 7,691 Machinery and equipment 1,259,697 1,041,212 1,396,503 1,085,808 Less accumulated depreciation (723,060 ) (562,813 ) Construction in progress 35,961 8,324 Total property and equipment, net $ 709,404 $ 531,319 |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of business acquisitions | The following table summarizes the fair value of the consideration transferred in the C&J Merger and the preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the C&J Merger Date: Total Purchase Consideration: (Thousands of Dollars) Equity consideration $ 481,912 Replacement awards attributable to pre-combination services 3,212 Less: Cash acquired $ (68,807 ) Total purchase consideration $ 416,317 Trade and accounts receivable $ 312,620 Inventories 43,142 Prepaid and other current assets 18,512 Property and equipment 311,886 Intangible assets 17,590 Right of use assets 24,318 Other noncurrent assets 4,409 Total identifiable assets acquired 732,477 Accounts payable 43,620 Accrued expenses 236,959 Short term lease liability 7,842 Long term lease liability 15,517 Non-current liabilities 17,156 Total liabilities assumed 321,094 Goodwill 4,934 Total purchase consideration $ 416,317 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 |
Schedule of intangible assets related to acquisition | 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 Intangible assets related to the C&J Merger consisted of the following: (Thousands of Dollars) Weighted average remaining Gross Technology 3 17,590 Total $ 17,590 |
Schedule of separately recognized transactions related to acquisition | he following table summarizes merger and integration costs for the year ended December 31, 2019 . (amounts in thousands) Transaction Type Year Ended Merger $ 23,775 Integration 44,956 Total merger and integration costs $ 68,731 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 and 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 Deal costs $ 6,679 Integration 1,994 $ 8,673 |
Schedule of pro-forma information related to business acquisitions | 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 RockPile executives retained by the Company. 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 following combined pro forma information assumes the C&J Merger occurred on January 1, 2018. The pro forma information presented below is for illustrative purposes only and does not reflect future events that occurred after December 31, 2019 or any operating efficiencies or inefficiencies that resulted from the C&J Merger. The information is not necessarily indicative of results that would have been achieved had the Company controlled C&J during the period presented. (unaudited, amounts in thousands) Year Ended December 31, 2019 Year Ended December 31, 2018 Revenue $ 3,406,288 $ 4,359,095 Net income (loss) (196,577 ) 66,746 Net income (loss) per share (basic) $ (0.93 ) $ 0.32 Net income (loss) per share (diluted) $ (0.93 ) $ 0.31 Weighted-average shares outstanding (basic) 211,376 210,945 Weighted-average shares outstanding (diluted) 211,376 212,964 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | The definite-lived intangible assets balance in the Company’s consolidated balance sheets represents the fair value measurement upon initial recognition, net of amortization, as applicable, related to the following: (Thousands of Dollars) December 31, 2019 Gross Accumulated Net Customer contracts $ 67,600 $ (32,681 ) $ 34,919 Non-compete agreements 700 (408 ) 292 Technology 22,054 (2,244 ) 19,810 Total $ 90,354 $ (35,333 ) $ 55,021 (Thousands of Dollars) December 31, 2018 Gross Accumulated Net Customer contracts $ 67,600 $ (27,755 ) $ 39,845 Non-compete agreements 700 (362 ) 338 Trade name 10,200 — 10,200 Technology 2,262 (741 ) 1,521 Total $ 80,762 $ (28,858 ) $ 51,904 |
Schedule of indefinite-lived intangible assets | The definite-lived intangible assets balance in the Company’s consolidated balance sheets represents the fair value measurement upon initial recognition, net of amortization, as applicable, related to the following: (Thousands of Dollars) December 31, 2019 Gross Accumulated Net Customer contracts $ 67,600 $ (32,681 ) $ 34,919 Non-compete agreements 700 (408 ) 292 Technology 22,054 (2,244 ) 19,810 Total $ 90,354 $ (35,333 ) $ 55,021 (Thousands of Dollars) December 31, 2018 Gross Accumulated Net Customer contracts $ 67,600 $ (27,755 ) $ 39,845 Non-compete agreements 700 (362 ) 338 Trade name 10,200 — 10,200 Technology 2,262 (741 ) 1,521 Total $ 80,762 $ (28,858 ) $ 51,904 |
Schedule of amortization of intangible assets | Amortization for the Company’s definite-lived intangible assets, excluding in-process software, over the next five years, is as follows: Year-end December 31, (Thousands of Dollars) 2020 $ (11,239 ) 2021 (10,953 ) 2022 (9,867 ) 2023 (4,973 ) 2024 (4,973 ) |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2019 , 2018 and 2017 were as follows: (Thousands of Dollars) Goodwill as of December 31, 2017 $ 134,967 Purchase price adjustment (2,443 ) Goodwill as of December 31, 2018 132,524 C&J Merger 4,934 Goodwill as of December 31, 2019 $ 137,458 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories, net | Inventories, net, consisted of the following at December 31, 2019 and December 31, 2018 : (Thousands of Dollars) December 31, December 31, Sand, including freight $ 4,405 $ 14,697 Chemicals and consumables 11,408 6,250 Materials and supplies 45,828 14,722 Total inventory, net $ 61,641 $ 35,669 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and December 31, 2018 : (Thousands of Dollars) December 31, December 31, Land $ 35,178 $ 4,771 Building and leasehold improvements 90,950 32,134 Office furniture, fixtures and equipment 10,678 7,691 Machinery and equipment 1,259,697 1,041,212 1,396,503 1,085,808 Less accumulated depreciation (723,060 ) (562,813 ) Construction in progress 35,961 8,324 Total property and equipment, net $ 709,404 $ 531,319 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt at December 31, 2019 and December 31, 2018 consisted of the following: (Thousands of Dollars) December 31, December 31, 2018 Term Loan Facility 344,750 348,250 Less: Unamortized debt discount and debt issuance costs (7,127 ) (7,520 ) Total debt, net of unamortized debt discount and debt issuance costs 337,623 340,730 Less: Current portion (2,311 ) (2,776 ) Long-term debt, net of unamortized debt discount and debt issuance costs $ 335,312 $ 337,954 Below is a summary of the Company’s credit facilities outstanding as of December 31, 2019 : (Thousands of Dollars) 2019 ABL Facility 2018 Term Loan Facility Original facility size $ 450,000 $ 350,000 Outstanding balance $ — $ 344,750 Letters of credit issued $ 31,840 $ — Available borrowing base commitment $ 303,837 n/a Interest Rate (1) LIBOR or base rate plus applicable margin LIBOR or base rate plus applicable margin Maturity Date October 31, 2024 May 25, 2025 (1) 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, 2020 $ 3,500 2021 3,500 2022 3,500 2023 3,500 2024 3,500 $ 17,500 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019: Other current asset $ — $ — $ — $ — $ — Other noncurrent asset — — — — — Other current liability (1,729 ) — (1,729 ) — (1,729 ) Other noncurrent liability (5,559 ) — (5,559 ) — (5,559 ) As of December 31, 2018: Other current asset $ — $ — $ — $ — $ — Other noncurrent asset — — — — — Other current liability (129 ) — (129 ) — (129 ) Other noncurrent liability (169 ) — (169 ) — (169 ) (1) 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, 2019: Other current asset $ — $ — $ — $ — $ — Other noncurrent asset — — — — — Other current liability (1,729 ) — (1,729 ) — (1,729 ) Other noncurrent liability (5,559 ) — (5,559 ) — (5,559 ) As of December 31, 2018: Other current asset $ — $ — $ — $ — $ — Other noncurrent asset — — — — — Other current liability (129 ) — (129 ) — (129 ) Other noncurrent liability (169 ) — (169 ) — (169 ) (1) 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, 2019 2018 2017 Location Amount of gain (loss) recognized in other comprehensive income on derivative $ (7,628 ) $ (880 ) $ 791 OCI Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) (“AOCI”) into earnings 239 697 (72 ) Interest Expense Amount of loss reclassified from AOCI into earnings as a result of originally forecasted transaction becoming probable of not occurring — — (100 ) 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 2019 2018 2017 Gains (loss) on interest contracts Interest expense $ — $ — $ (367 ) |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 , and 2018 (in thousands of dollars): Fair value measurements at reporting date using December 31, 2019 Level 1 Level 2 Level 3 Liabilities: Interest rate derivatives $ (7,288 ) $ — $ (7,288 ) $ — Fair value measurements at reporting date using December 31, 2018 Level 1 Level 2 Level 3 Liabilities: Interest rate derivatives (298 ) — (298 ) — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of equity-based compensation cost | The following table summarizes stock-based compensation expense for the years ended December 31, 2019 , 2018 and 2017 (in thousands of dollars): Year Ended December 31, 2019 2018 2017 Deferred stock awards — 4,280 4,280 Restricted stock awards 1,486 611 399 Restricted stock units 20,426 9,822 4,766 Non-qualified stock options 3,498 2,453 1,133 Restricted stock performance-based stock unit awards 3,567 — — Stock-based compensation $ 28,977 $ 17,166 $ 10,578 Tax benefit $ (6,954 ) (4,134 ) (2,532 ) Stock-based compensation, net of tax 22,023 $ 13,032 $ 8,046 |
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 (In thousands) First Second James C. Stewart $ 1,976 $ 1,976 Gregory L. Powell $ 1,646 $ 1,646 M. Paul DeBonis Jr. $ 659 $ 659 |
Schedule of restricted stock awards | Rollforward of restricted stock awards as of December 31, 2019 is as follows: Number of Restricted Stock Awards (In thousands) Weighted average grant date fair value Total non-vested at December 31, 2018 94 $ 17.40 Shares issued 678 4.99 Shares vested (478 ) 7.70 Shares forfeited (2 ) 4.55 Non-vested balance at December 31, 2019 292 $ 4.55 |
Schedule of restricted stock units | Rollforward of restricted stock units as of December 31, 2019 is as follows: Number of Restricted Stock Units (In thousands) Weighted average grant date fair value Total non-vested at December 31, 2018 1,947 $ 14.83 Units issued 2,679 8.57 Units vested (1,700 ) 11.58 Units forfeited (166 ) 13.89 Non-vested balance at December 31, 2019 2,760 $ 10.82 Number of Performance-based RSU’s (In thousands) Weighted average grant date fair value Total outstanding at December 31, 2018 — $ — Performance-based RSU’s issued 327 11.00 Performance-based RSU’s vested (327 ) — Performance-based RSU’s forfeited — — Total outstanding at December 31, 2019 — $ — |
Schedule of stock options | Rollforward of stock options as of December 31, 2019 is as follows: Number of Stock Options (In thousands) Weighted average grant date fair value Total outstanding at December 31, 2018 1,219 $ 6.75 Options granted 549 0.74 Options exercised — — Actual options forfeited (25 ) 6.77 Options expired — — Total outstanding at December 31, 2019 1,743 $ 4.86 |
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: 2019 Options Granted 2018 Options Granted 2017 Options Granted Valuation assumptions: Expected dividend yield 0 % 0 % 0 % Expected equity volatility 49.6 % 46.3 % 51.5 % Expected term (years) 7.3 - 8.1 6 6 Risk-free interest rate 1.7 % 2.7 % 1.6 % Weighted average: Exercise price per stock option $19.09 - $26.41 $ 15.31 $ 19.00 Market price per share $ 4.55 $ 15.31 $ 14.49 Weighted average fair value per stock option $ 0.74 $ 7.28 $ 6.16 Assumptions used in calculating the fair value of the performance-based RSU’s granted during the year are summarized below: 2019 Performance-based RSU’s Granted Valuation assumptions: Expected dividend yield 0 % Expected equity volatility, including peers 40.2 % - 73.2% Expected term (years) 1.8 - 2.8 Risk-free interest rate 2.2% - 2.3% |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Accumulated other comprehensive loss in the equity section of the consolidated balance sheets includes the following: (Thousands of Dollars) Foreign currency Interest rate AOCI December 31, 2018 $ — $ (798 ) $ (798 ) Net income (loss) — (239 ) (239 ) Other comprehensive loss (116 ) (7,628 ) (7,744 ) December 31, 2019 $ (116 ) $ (8,665 ) $ (8,781 ) |
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, 2019 , 2018 and 2017 (in thousands of dollars): Affected line item Year Ended December 31, 2019 2018 2017 Interest rate derivatives, hedging $ 239 $ 697 $ (172 ) Interest expense Foreign currency items (1) — (2,621 ) — Other income Total reclassifications $ 239 $ (1,924 ) $ (172 ) (1) 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 . |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 (in thousands): Year Ended December 31, 2019 2018 2017 Numerator: Net income (loss) $ (106,157 ) $ 59,331 $ (36,141 ) Denominator: Basic weighted-average common shares outstanding (1) 122,977 109,335 106,321 Dilutive effect of restricted stock awards 43 17 36 Dilutive effect of deferred stock award granted to NEOs — 214 — Dilutive effect of RSUs granted under stock incentive plans 81 94 135 Diluted weighted-average common shares outstanding (2) 123,101 109,660 106,492 (1) The basic weighted-average common shares outstanding for the year ended December 31, 2017 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, 2019 and 2017 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of the effect of the lease standards adoption | The effect of the lease standards adoption on the unaudited condensed consolidated balance sheet as of January 1, 2019 is as follows (in thousands of dollars): December 31, 2018 January 1, 2019 Balance sheet line item As Previously Reported ASU 2016-02 Adoption As Adjusted Operating lease right-of-use assets $ — $ 60,946 $ 60,946 Finance lease right-of-use assets — 7,864 7,864 Property and equipment, net 531,319 (7,864 ) 523,455 Other noncurrent assets 6,569 (9 ) 6,560 Accrued expenses and other current liabilities (101,833 ) 1,066 (100,767 ) Current maturities of operating lease liabilities — (25,211 ) (25,211 ) Current maturities of finance lease liabilities — (4,928 ) (4,928 ) Current maturities of capital lease obligations (4,928 ) 4,928 — Long-term operating lease liabilities, less current maturities — (35,512 ) (35,512 ) Long-term finance lease liabilities, less current maturities — (5,581 ) (5,581 ) Capital lease obligations, less current maturities (5,581 ) 5,581 — Other noncurrent liabilities (3,283 ) 50 (3,233 ) Retained earnings 31,494 (1,330 ) 30,164 |
Schedule of lease cost | The components of the Company's lease costs are as follows: (Thousands of Dollars) Year ended December 31, 2019 Operating lease cost $ 26,948 Finance lease cost: Amortization of right-of-use assets 3,356 Interest on lease liabilities 625 Total finance lease cost 3,981 Short-term lease cost 1,184 Variable lease cost (1) 15,654 Sublease income (116 ) Total lease cost $ 47,651 (1) Cost from variable amounts excluded from determination of lease liability. Supplemental cash flows related to leases are as follows: (Thousands of Dollars) Year ended December 31, 2019 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ 25,318 Operating cash flows from finance leases 565 Financing cash flows from finance leases 6,035 Weighted average remaining lease terms are as follows: Year ended December 31, 2019 Operating leases 4.74 years Finance leases 2.28 years Weighted average discount rate on the Company's lease liabilities are as follows: Year ended December 31, 2019 Operating leases 5.73% Finance leases 5.53% |
Schedule of operating lease liability | Maturities of the Company's lease liabilities as of December 31, 2019 , per ASU 2016-02, were as follows: (Thousands of Dollars) Year ending December 31, Operating leases Finance leases 2020 $ 26,068 $ 4,977 2021 12,084 3,168 2022 10,012 1,643 2023 7,088 273 2024 2,171 — Thereafter 10,921 — Total undiscounted remaining minimum lease payments 68,344 10,061 Less imputed interest (9,748 ) (623 ) Total discounted remaining minimum lease payments $ 58,596 $ 9,438 |
Schedule of finance lease liability | Maturities of the Company's lease liabilities as of December 31, 2019 , per ASU 2016-02, were as follows: (Thousands of Dollars) Year ending December 31, Operating leases Finance leases 2020 $ 26,068 $ 4,977 2021 12,084 3,168 2022 10,012 1,643 2023 7,088 273 2024 2,171 — Thereafter 10,921 — Total undiscounted remaining minimum lease payments 68,344 10,061 Less imputed interest (9,748 ) (623 ) Total discounted remaining minimum lease payments $ 58,596 $ 9,438 |
Schedule of operating lease liability | inimum lease commitments, excluding early termination buyouts, remaining under the Company's operating leases and capital leases, for the next five years as of December 31, 2018 were as follows: (Thousands of Dollars) Year ending December 31, Operating leases Capital leases 2019 $ 26,327 $ 5,484 2020 18,017 2,652 2021 5,688 2,430 2022 4,795 883 2023 3,172 — Total $ 57,999 $ 11,449 |
Schedule of capital lease liability | inimum lease commitments, excluding early termination buyouts, remaining under the Company's operating leases and capital leases, for the next five years as of December 31, 2018 were as follows: (Thousands of Dollars) Year ending December 31, Operating leases Capital leases 2019 $ 26,327 $ 5,484 2020 18,017 2,652 2021 5,688 2,430 2022 4,795 883 2023 3,172 — Total $ 57,999 $ 11,449 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 Domestic $ (106,879 ) $ 66,260 $ (35,904 ) Foreign 1,727 (2,659 ) (87 ) $ (105,152 ) $ 63,601 $ (35,991 ) |
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, 2019 2018 2017 Current: State $ 709 $ 5,387 $ 614 Foreign 627 31 — Total current income tax provision $ 1,336 $ 5,418 $ 614 Deferred: Federal $ (239 ) $ (1,031 ) $ (536 ) State (92 ) (117 ) 72 Total deferred income tax provision (331 ) (1,148 ) (464 ) $ 1,005 $ 4,270 $ 150 |
Schedule of effective income tax rate reconciliation | 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 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 2019 of (0.96)% differs from the statutory rate, primarily due to state taxes, and the change in the valuation allowance. The Company’s effective tax rate for 2018 was 6.71% . (Thousands of Dollars) December 31, December 31, December 31, Income tax provision computed at the statutory federal rate $ (22,082 ) $ 13,356 $ (9,795 ) Reconciling items: State income taxes, net of federal tax benefit (1,463 ) 1,408 (334 ) Deferred tax asset valuation adjustment 14,987 (22,639 ) (32,593 ) Tax rate change — — 41,591 Permanent differences 9,962 5,237 630 Foreign withholding taxes 627 — — Other (1,026 ) 6,908 651 Income tax provision $ 1,005 $ 4,270 $ 150 |
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, 2019 2018 2017 Deferred tax assets: Stock-based compensation $ 4,124 $ 3,979 $ 2,467 Net operating loss carry-forwards 196,949 90,565 70,745 Accruals and other 21,411 4,524 3,994 PPE & Intangibles 1,474 — — Gross deferred tax assets 223,958 99,068 77,206 Valuation allowance (223,419 ) (41,779 ) (65,347 ) Total deferred tax assets $ 539 $ 57,289 $ 11,859 Deferred tax liability: PP&E and intangibles $ — $ (56,799 ) $ (11,319 ) Prepaids and other (645 ) (756 ) (1,954 ) Total deferred tax liability (645 ) (57,555 ) (13,273 ) Net deferred tax liability $ (106 ) $ (266 ) $ (1,414 ) |
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, 2019 $ 41,779 Acquisition accounting 164,950 Charge as (benefit) expense to income tax provision for current activities 14,987 Changes to other comprehensive income (loss) 1,703 Valuation allowance as of December 31, 2019 $ 223,419 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Aggregate Minimum Commitments | Aggregate minimum commitments under long-term raw material supply agreements with payment penalties for minimum tonnage purchases for the next five years as of December 31, 2019 are listed below: (Thousands of Dollars) Year-end December 31, 2020 $ 30,007 2021 14,925 2022 9,300 2023 1,500 2024 — $ 55,732 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 a 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, 2019 2018 2017 Operations by reportable segment Revenue: Completion Services $ 1,709,934 $ 2,100,956 $ 1,527,287 WC&I 63,039 36,050 14,794 Well Support Services 48,583 — — Total revenue $ 1,821,556 $ 2,137,006 $ 1,542,081 Adjusted gross profit (loss): Completion Services (1) $ 401,845 $ 478,850 $ 258,024 WC&I (1) 7,812 (2,390 ) 1,496 Well Support Services (1) 7,967 — — Total adjusted gross profit $ 417,624 $ 476,460 $ 259,520 Operating income (loss): Completion Services $ 126,698 $ 234,756 $ 115,691 WC&I 3,855 (6,818 ) (197 ) Well Support Services 6,959 — — Corporate and Other (221,261 ) (129,928 ) (106,225 ) Total operating income (loss) $ (83,749 ) $ 98,010 $ 9,269 Depreciation and amortization: Completion Services $ 270,918 $ 241,169 $ 141,385 WC&I 3,822 4,428 5,757 Well Support Services 1,415 — — Corporate and Other 15,995 13,548 12,138 Total depreciation and amortization $ 292,150 $ 259,145 $ 159,280 Net income (loss): Completion Services $ 126,698 $ 234,756 $ 115,691 WC&I 3,855 (6,818 ) (197 ) Well Support Services 6,959 — — Corporate and Other (243,669 ) (168,607 ) (151,635 ) Total net income (loss) $ (106,157 ) $ 59,331 $ (36,141 ) Capital expenditures (2) : Completion Services $ 179,044 $ 281,081 $ 185,329 WC&I 3,514 9,510 1,718 Well Support Services 6,980 — — Corporate and Other 3,649 952 2,582 Total capital expenditures $ 193,187 $ 291,543 $ 189,629 (1) Adjusted gross profit at the segment level is not considered to be a non-GAAP financial measure as it is the Company's segment measure of profitability and is required to be disclosed under GAAP pursuant to ASC 280. (2) Capital expenditures do not include 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 (Thousands of Dollars) December 31, December 31, Total assets by segment: Completion Services $ 1,091,965 $ 894,467 WC&I 106,493 20,974 Well Support Services 109,792 — Corporate and Other 356,657 139,138 Total assets $ 1,664,907 $ 1,054,579 Goodwill by segment: Completion Services $ 136,425 $ 132,524 WC&I 372 — Well Support Services 661 — Corporate and Other — — Total goodwill $ 137,458 $ 132,524 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 . 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, 2019 (Unaudited) Selected Financial Data: First Second Quarter Third Quarter Fourth Quarter Revenue $ 421,654 $ 427,733 $ 443,953 $ 528,216 Costs of services (excluding depreciation and amortization, shown separately) 337,646 324,503 333,438 408,345 Depreciation and amortization 71,476 69,886 68,708 82,080 Selling, general and administrative expenses 27,936 26,463 26,579 42,698 Merger and integration — 6,108 6,651 55,972 (Gain) loss on disposal of assets 481 (330 ) 679 3,640 Impairment — — — 12,346 Total operating costs and expenses 437,539 426,630 436,055 605,081 Operating income (loss) (15,885 ) 1,103 7,898 (76,865 ) Other income (expense), net 448 (43 ) 55 (7 ) Interest expense (5,395 ) (5,477 ) (5,215 ) (5,769 ) Total other expenses (4,947 ) (5,520 ) (5,160 ) (5,776 ) Income tax income (expense) (974 ) (564 ) 820 (287 ) Net income (loss) $ (21,806 ) $ (4,981 ) $ 3,558 $ (82,928 ) Year Ended December 31, 2018 (Unaudited) Selected Financial Data: First Quarter 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 23,978 27,482 28,466 Merger and integration — 147 301 — (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 expense (income), 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 |
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 | Jan. 01, 2016shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | 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 | $ 0 | $ 15,817 | ||||
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] | |||||||
Repayments of senior debt | $ 99,000 | ||||||
Prepayment penalty | 13,800 | ||||||
Term loan | Senior secured notes due 2010 | |||||||
Class of Stock [Line Items] | |||||||
Repayments of senior debt | 50,000 | ||||||
Prepayment penalty | $ 500 | ||||||
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 | 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, 2018 | Dec. 31, 2019 | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restriction, proceed reinvestment period | 12 months | |
Proceeds from qualifying asset sales | $ 0 | |
Cash and cash equivalents | 80,206,000 | $ 255,015,000 |
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) | 50,000,000 | |
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 | |
Captive Insurance Subsidiaries | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cash and cash equivalents | $ 20,100,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Trade Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ 0.7 | $ 0.5 |
Trade Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 350.6 | $ 210.1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Revenue, remaining performance obligation, amount | $ 31,000 | ||
Revenue | 1,821,556 | $ 2,137,006 | $ 1,542,081 |
Northeast | |||
Segment Reporting Information [Line Items] | |||
Revenue | 484,878 | 790,026 | 566,931 |
Central | |||
Segment Reporting Information [Line Items] | |||
Revenue | 109,966 | 61,083 | 103,857 |
West Texas | |||
Segment Reporting Information [Line Items] | |||
Revenue | 873,563 | 1,017,886 | 635,877 |
West | |||
Segment Reporting Information [Line Items] | |||
Revenue | 340,141 | 268,011 | 235,416 |
International | |||
Segment Reporting Information [Line Items] | |||
Revenue | 13,008 | ||
Completion Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,709,934 | 2,100,956 | 1,527,288 |
Completion Services | Northeast | |||
Segment Reporting Information [Line Items] | |||
Revenue | 479,685 | 790,026 | 566,931 |
Completion Services | Central | |||
Segment Reporting Information [Line Items] | |||
Revenue | 104,225 | 61,083 | 103,857 |
Completion Services | West Texas | |||
Segment Reporting Information [Line Items] | |||
Revenue | 839,652 | 1,005,630 | 635,877 |
Completion Services | West | |||
Segment Reporting Information [Line Items] | |||
Revenue | 273,364 | 244,217 | 220,623 |
Completion Services | International | |||
Segment Reporting Information [Line Items] | |||
Revenue | 13,008 | ||
WC&I | |||
Segment Reporting Information [Line Items] | |||
Revenue | 63,039 | 36,050 | 7,526 |
WC&I | Northeast | |||
Segment Reporting Information [Line Items] | |||
Revenue | 5,193 | 0 | 0 |
WC&I | Central | |||
Segment Reporting Information [Line Items] | |||
Revenue | 5,741 | 0 | 0 |
WC&I | West Texas | |||
Segment Reporting Information [Line Items] | |||
Revenue | 24,575 | 12,256 | 0 |
WC&I | West | |||
Segment Reporting Information [Line Items] | |||
Revenue | 27,530 | 23,794 | 7,526 |
WC&I | International | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | ||
Well Support Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 48,583 | 0 | 7,267 |
Well Support Services | Northeast | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | 0 |
Well Support Services | Central | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | 0 |
Well Support Services | West Texas | |||
Segment Reporting Information [Line Items] | |||
Revenue | 9,336 | 0 | 0 |
Well Support Services | West | |||
Segment Reporting Information [Line Items] | |||
Revenue | 39,247 | $ 0 | $ 7,267 |
Well Support Services | International | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 0 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||||||||
Percent decrease in useful life | 50.00% | ||||||||||
Depreciation and amortization | $ 82,080 | $ 68,708 | $ 69,886 | $ 71,476 | $ 71,403 | $ 68,287 | $ 59,404 | $ 60,051 | $ 292,150 | $ 259,145 | $ 159,280 |
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 | ||||||||||
Change in Accounting Method Accounted for as Change in Estimate | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Depreciation and amortization | $ 15,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Goodwill and Indefinite-Lived Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Accumulated goodwill impairment loss | $ 0 | ||
Impairment of intangible assets, indefinite-lived | $ 0 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Long-Lived Assets with Definite Lives (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Impairment of finite-lived intangible assets | $ 0 | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Equity-method Investments (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Equity method investments | $ 3.6 | $ 1.7 | $ 1.7 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Research and Development Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Research and development costs | $ 7.1 | $ 7.1 | $ 3.7 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Pro-forma Earnings per Share (Details) - shares | Jan. 25, 2017 | Jan. 01, 2016 |
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 | 15,700,000 |
Mergers and Acquisitions - C&J
Mergers and Acquisitions - C&J Energy Services, Inc., Additional Information (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jul. 02, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||||||||||||
Equity interest issued (in shares) | 106,627 | ||||||||||||||
Merger and integration | $ 55,972 | $ 6,651 | $ 6,108 | $ 0 | $ 0 | $ 301 | $ 147 | $ 0 | $ 68,731 | $ 448 | $ 8,673 | ||||
Net income (loss) | $ (82,928) | $ 3,558 | $ (4,981) | $ (21,806) | $ 6,128 | $ 30,779 | $ 30,667 | $ (8,243) | $ (28,223) | $ (7,918) | $ (106,157) | $ 59,331 | (36,141) | ||
C&J Energy Services, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration transferred | $ 485,100 | ||||||||||||||
Equity interest issued (in shares) | 105,900,000 | ||||||||||||||
Equity consideration | $ 481,912 | ||||||||||||||
Replacement share based compensation awards | 3,212 | ||||||||||||||
Trade receivables acquired, fair value | 312,620 | ||||||||||||||
Gross amount due under contract | 322,800 | ||||||||||||||
Estimated uncollectible amount | 10,200 | ||||||||||||||
Liability recognized for legal reserves and sales and use tax assessments | $ 40,200 | ||||||||||||||
Revenue | $ 196,700 | ||||||||||||||
Net loss | $ 21,400 | ||||||||||||||
Acquisition-related Costs | C&J Energy Services, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net income (loss) | (800) | ||||||||||||||
Compensation Costs | C&J Energy Services, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net income (loss) | (1,800) | ||||||||||||||
Transaction Costs | C&J Energy Services, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net income (loss) | $ (2,200) |
Mergers and Acquisitions - Purc
Mergers and Acquisitions - Purchase Consideration (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Jul. 03, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Total Purchase Consideration: | ||||||
Cash consideration | $ 35,003 | $ 116,576 | ||||
Contingent consideration | $ 0 | (13,254) | 0 | |||
Less: Cash acquired | (68,807) | |||||
Liabilities | ||||||
Goodwill | $ 134,967 | $ 137,458 | 132,524 | 134,967 | ||
C&J Energy Services, Inc. | ||||||
Total Purchase Consideration: | ||||||
Equity consideration | $ 481,912 | |||||
Replacement awards attributable to pre-combination services | 3,212 | |||||
Less: Cash acquired | (68,807) | |||||
Total consideration | 416,317 | |||||
Assets | ||||||
Inventories | 43,142 | |||||
Prepaid expenses | 18,512 | |||||
Property and equipment | 311,886 | |||||
Intangible assets | 17,590 | |||||
Right of use assets | 24,318 | |||||
Other noncurrent assets | 4,409 | |||||
Total identifiable assets acquired | 732,477 | |||||
Liabilities | ||||||
Accounts payable | (43,620) | |||||
Accrued expenses | (236,959) | |||||
Short term lease liability | 7,842 | |||||
Long term lease liability | 15,517 | |||||
Other non-current liabilities | (17,156) | |||||
Total liabilities assumed | (321,094) | |||||
Goodwill | 4,934 | |||||
Total purchase price consideration | $ 416,317 | |||||
Rockpile Energy Services, LLC | ||||||
Total Purchase Consideration: | ||||||
Cash consideration | $ 123,293 | 116,576 | ||||
Equity consideration | 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 | 58,601 | |||
Inventories | 2,853 | 2,991 | 2,991 | |||
Prepaid expenses | 13,630 | 12,913 | 12,913 | |||
Property and equipment | 157,654 | 166,307 | 166,307 | |||
Intangible assets | 20,967 | 19,700 | 19,700 | |||
Notes receivable | 250 | 0 | 0 | |||
Other noncurrent assets | 363 | 306 | 306 | |||
Total identifiable assets acquired | 252,834 | 260,818 | 260,818 | |||
Liabilities | ||||||
Accounts payable | (38,999) | (22,819) | (22,819) | |||
Accrued expenses | (22,161) | (35,476) | (35,476) | |||
Deferred revenue | (23,053) | (22,355) | (22,355) | |||
Other non-current liabilities | (827) | (3,239) | (3,239) | |||
Total liabilities assumed | (85,040) | (83,889) | (83,889) | |||
Goodwill | 77,372 | 81,899 | 81,899 | |||
Total purchase price consideration | $ 245,166 | 258,828 | 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 |
Mergers and Acquisitions - Sche
Mergers and Acquisitions - Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Jul. 03, 2017 |
C&J Energy Services, Inc. | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Fair value (Thousands of Dollars) | $ 17,590 | |
Rockpile Energy Services, LLC | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Fair value (Thousands of Dollars) | $ 19,700 | |
Technology | C&J Energy Services, Inc. | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Estimated useful life (in Years) | 3 years | |
Fair value (Thousands of Dollars) | $ 17,590 | |
Customer contracts | Rockpile Energy Services, LLC | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Estimated useful life (in Years) | 10 years 9 months 18 days | |
Fair value (Thousands of Dollars) | $ 19,700 |
Mergers and Acquisitions - Sc_2
Mergers and Acquisitions - Schedule of Separately Recognized Transactions (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Dec. 31, 2017 |
C&J Energy Services, Inc. | ||
Business Acquisition [Line Items] | ||
Separately recognized transactions | $ 68,731 | |
C&J Energy Services, Inc. | Merger | ||
Business Acquisition [Line Items] | ||
Separately recognized transactions | 23,775 | |
C&J Energy Services, Inc. | Integration | ||
Business Acquisition [Line Items] | ||
Separately recognized transactions | $ 44,956 | |
Rockpile Energy Services, LLC | ||
Business Acquisition [Line Items] | ||
Separately recognized transactions | $ 8,673 | |
Rockpile Energy Services, LLC | Integration | Selling, general and administrative expenses | ||
Business Acquisition [Line Items] | ||
Separately recognized transactions | 1,994 | |
Rockpile Energy Services, LLC | Deal costs | Selling, general and administrative expenses | ||
Business Acquisition [Line Items] | ||
Separately recognized transactions | $ 6,679 |
Mergers and Acquisitions - Refi
Mergers and Acquisitions - Refinery Specialties, Additional Information (Details) hp in Thousands, $ in Thousands | Jul. 24, 2018USD ($)hp | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | |||||||||||||
Acquisition related costs | $ 55,972 | $ 6,651 | $ 6,108 | $ 0 | $ 0 | $ 301 | $ 147 | $ 0 | $ 68,731 | $ 448 | $ 8,673 | ||
Payments to acquire business | $ 35,003 | $ 116,576 | |||||||||||
Refinery specialties, incorporated - horsepower and related support equipment | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Hydrolic horsepower (in hp) | hp | 90 | ||||||||||||
Consideration transferred | $ 35,400 | $ 34,600 | |||||||||||
Deposit on equipment assumed by Company | 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] | |||||||||||||
Total purchase price consideration | $ 800 |
Mergers and Acquisitions - Pro
Mergers and Acquisitions - Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
C&J Energy Services, Inc. | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenues | $ 3,406,288 | $ 4,359,095 | ||
Net income (loss) | $ (196,577) | $ 66,746 | ||
Net loss per share (basic) | $ (0.93) | $ 0.32 | ||
Net loss per share (diluted) | $ (0.93) | $ 0.31 | ||
Weighted-average shares outstanding | ||||
Basic (in shares) | 211,376 | 210,945 | ||
Diluted (in shares) | 211,376 | 212,964 | ||
Rockpile Energy Services, LLC | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenues | $ 1,732,279 | $ 543,966 | ||
Net income (loss) | $ (49,348) | $ (203,383) | ||
Net loss per share (basic and diluted) | $ (0.44) | $ (2.12) | ||
Weighted-average shares outstanding | ||||
Basic and diluted (in shares) | 111,939 | 96,112 |
Mergers and Acquisitions - Rock
Mergers and Acquisitions - RockPile, Additional Information (Details) - USD ($) | Jul. 03, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Jul. 02, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 29, 2018 | Apr. 03, 2018 |
Subsequent Event [Line Items] | |||||||||||||||||
Cash consideration | $ 35,003,000 | $ 116,576,000 | |||||||||||||||
Equity interest issued (in shares) | 106,627 | ||||||||||||||||
Share price (in dollars per share) | $ 16.29 | $ 15 | |||||||||||||||
Share price, percent discount | 7.90% | ||||||||||||||||
Loss on contingent consideration liability | $ 0 | 13,254,000 | 0 | ||||||||||||||
Net income (loss) | $ (82,928,000) | $ 3,558,000 | $ (4,981,000) | $ (21,806,000) | $ 6,128,000 | $ 30,779,000 | $ 30,667,000 | $ (8,243,000) | $ (28,223,000) | $ (7,918,000) | $ (106,157,000) | 59,331,000 | (36,141,000) | ||||
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 | ||||||||||||||
Revenue | $ 192,200,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | $ 90,354 | $ 80,762 |
Accumulated Amortization | (35,333) | (28,858) |
Net Carrying Amount | 55,021 | 51,904 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 10,200 | |
Accumulated Amortization | 0 | |
Net Carrying Amount | 10,200 | |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 67,600 | 67,600 |
Accumulated Amortization | (32,681) | (27,755) |
Net Carrying Amount | 34,919 | 39,845 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 700 | 700 |
Accumulated Amortization | (408) | (362) |
Net Carrying Amount | 292 | 338 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 22,054 | 2,262 |
Accumulated Amortization | (2,244) | (741) |
Net Carrying Amount | $ 19,810 | $ 1,521 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 6,500,000 | $ 6,300,000 | $ 7,100,000 |
Impairment of intangible assets, indefinite-lived | $ 0 | $ 0 | |
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets, indefinite-lived | $ 10,200,000 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Amortization Expense (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2020 | $ (11,239) |
2021 | (10,953) |
2022 | (9,867) |
2023 | (4,973) |
2024 | $ (4,973) |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | |||
Goodwill as of beginning of the period | $ 132,524,000 | $ 134,967,000 | |
C&J Merger | 4,934,000 | (2,443,000) | |
Goodwill as of end of the period | 137,458,000 | 132,524,000 | $ 134,967,000 |
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Inventories, net | $ 61,641 | $ 35,669 |
Sand, including freight | ||
Inventory [Line Items] | ||
Inventories, net | 4,405 | 14,697 |
Chemicals and consumables | ||
Inventory [Line Items] | ||
Inventories, net | 11,408 | 6,250 |
Materials and supplies | ||
Inventory [Line Items] | ||
Inventories, net | $ 45,828 | $ 14,722 |
Inventories, net - Additional I
Inventories, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |||
Inventory valuation reserves | $ 1.8 | $ 1 | |
Obsolescence expense | $ (0.8) | $ (0.7) | $ (0.3) |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,396,503 | $ 1,085,808 | |
Less accumulated depreciation | (723,060) | (562,813) | |
Construction in progress | 35,961 | 8,324 | |
Total property and equipment, net | 709,404 | $ 523,455 | 531,319 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 35,178 | 4,771 | |
Building and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 90,950 | 32,134 | |
Office furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 10,678 | 7,691 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,259,697 | $ 1,041,212 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) $ in Thousands | Jul. 01, 2018USD ($)fleet | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Property, Plant and Equipment [Line Items] | ||||||||||||
Gain (loss) on disposal of assets | $ 3,640 | $ 679 | $ (330) | $ 481 | $ (122) | $ 1,113 | $ 3,287 | $ 769 | $ 4,470 | $ 5,047 | $ (2,555) | |
Proceeds from insurance recoveries | 223 | 18,247 | 515 | |||||||||
Gain on insurance proceeds recognized | 0 | 14,892 | 0 | |||||||||
Manufacturing Facility | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Gain (loss) on disposal of assets | 2,700 | |||||||||||
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 | |||||||||||
Completion Services | Hydraulic Fracturing Pump Components And Iron | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Gain (loss) on disposal of assets | 15,400 | 3,500 | ||||||||||
Completion Services | Hydraulic Fracturing Equipment | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Gain (loss) on disposal of assets | (7,400) | |||||||||||
Other Services | Various Immaterial Assets | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Gain (loss) on disposal of assets | $ 3,500 | $ 1,200 | 900 | |||||||||
Other Services | Coiled Tubing Assets | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Gain (loss) on disposal of assets | $ 3,500 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Less: Unamortized debt discount and debt issuance costs | $ 7,520 | |
Long-term debt | $ 337,623 | 340,730 |
Less: Current portion | (2,311) | (2,776) |
Long-term debt, net of unamortized debt discount and debt issuance costs | 335,312 | 337,954 |
Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Less: Unamortized debt discount and debt issuance costs | (3,700) | (4,000) |
2018 Term Loan Facility | Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 344,750 | 348,250 |
Less: Unamortized debt discount and debt issuance costs | $ 7,127 | $ (7,500) |
Long-Term Debt - Schedule of Cr
Long-Term Debt - Schedule of Credit Facilities (Details) - Line of Credit - Revolving Credit Facility - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | May 25, 2018 | |
2017 ABL Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 450,000,000 | |
Long-term line of credit, outstanding amount | 0 | |
Letters of credit outstanding | 31,840,000 | |
Remaining borrowing capacity | 303,837,000 | |
2018 Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 350,000,000 | $ 350,000,000 |
Long-term line of credit, outstanding amount | 344,750,000 | |
Letters of credit outstanding | $ 0 | |
Minimum | LIBOR | 2017 ABL Facility | ||
Debt Instrument [Line Items] | ||
Interest rate floor | 1.00% |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 337,623 | $ 340,730 |
Term Loan | 2018 Term Loan Facility | ||
Debt Instrument [Line Items] | ||
2020 | 3,500 | |
2021 | 3,500 | |
2022 | 3,500 | |
2023 | 3,500 | |
2024 | 3,500 | |
Long-term debt | $ 17,500 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 25, 2018 |
Debt Instrument [Line Items] | |||||
Amortization of deferred financing fees | $ 1,360 | $ 3,147 | $ 5,241 | ||
Write off of deferred debt issuance cost | 15,300 | ||||
Unamortized deferred charges | (7,520) | ||||
Prepayment penalty | 0 | 0 | $ 15,817 | ||
Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Unamortized deferred charges | 3,700 | 4,000 | |||
Revolving Credit Facility | Line of Credit | 2019 ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ (1,200) | ||||
Write off of deferred debt issuance cost | $ 500 | ||||
Revolving Credit Facility | Line of Credit | 2018 Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ (9,000) | ||||
Unamortized deferred charges | (7,127) | $ 7,500 | |||
Deferred charges expensed | $ 7,600 | ||||
Revolving Credit Facility | Line of Credit | 2017 ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Write off of deferred debt issuance cost | $ 500 |
Significant Risks and Uncerta_2
Significant Risks and Uncertainties (Details) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018rig | May 31, 2016rig | Dec. 31, 2019segment | Dec. 31, 2019rig | Dec. 31, 2018 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | ||||||
Number of reportable segments (in segments) | segment | 3 | |||||
Number of rigs | rig | 1,083 | 404 | 805 | |||
Rig count, percent decrease | 26.00% | |||||
Customer concentration risk | Revenue | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 55.00% | 39.00% | ||||
Completion Services | Customer concentration risk | Revenue | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 94.00% | 98.00% | 99.00% | |||
Completion Services | Supplier concentration risk | Supplier one | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 5.00% | 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, 2019 |
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 | 1,500,000 | ||
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 | $ 350,000,000 |
Derivatives - Schedule of Offse
Derivatives - Schedule of Offsetting Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 0 |
Gross amounts offset in the balance sheet | 0 | 0 |
Net amounts presented in the balance sheet | 0 | 0 |
Other current liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | (1,729) | (129) |
Gross amounts offset in the balance sheet | 0 | 0 |
Net amounts presented in the balance sheet | (1,729) | (129) |
Other noncurrent liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | (5,559) | (169) |
Gross amounts offset in the balance sheet | 0 | 0 |
Net amounts presented in the balance sheet | (5,559) | (169) |
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 | 0 |
Derivatives designated as hedging instruments | Other current liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | (1,729) | (129) |
Derivatives designated as hedging instruments | Other noncurrent liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | (5,559) | (169) |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in other comprehensive income on derivative | $ (7,628) | $ (880) | $ 791 |
Interest Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) (“AOCI”) into earnings | 697 | (72) | |
Amount of loss reclassified from AOCI into earnings as a result of originally forecasted transaction becoming probable of not occurring | $ 0 | $ 0 | $ (100) |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains (loss) on interest contracts | $ 239 | $ 697 | $ (172) |
Derivatives not designated as hedging instruments | Interest rate derivative | Interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains (loss) on interest contracts | $ 0 | $ 0 | $ (367) |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Information - Schedule of Fair Value Measured on Recurring Basis (Details) - Interest rate derivative - Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Liabilities: | ||
Derivative liability | $ (7,288) | $ (298) |
Level 1 | ||
Liabilities: | ||
Derivative liability | 0 | 0 |
Level 2 | ||
Liabilities: | ||
Derivative liability | (7,288) | (298) |
Level 3 | ||
Liabilities: | ||
Derivative liability | $ 0 | $ 0 |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Information - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 255,015 | $ 80,206 |
Receivables, payment terms (in days) | 30 days | |
Allowance for doubtful accounts | $ 700 | 500 |
Bad debt write off | $ 700 | $ 600 |
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% | |
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 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)executive_officertypeshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
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 | ||
Stock-based compensation | $ | $ 28,977 | $ 17,166 | $ 10,578 |
Equity and Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Capital shares reserved for future issuance (in shares) | shares | 5,899,928 | ||
Management Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Capital shares reserved for future issuance (in shares) | shares | 8,155,054 | ||
Business Combination, Acquisition Related Costs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ | $ 9,600 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Equity-Based Compensation Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 28,977,000 | $ 17,166,000 | $ 10,578,000 |
Tax benefit | (6,954,000) | (4,134,000) | (2,532,000) |
Stock-based compensation, net of tax | 22,023,000 | 13,032,000 | 8,046,000 |
Deferred stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 0 | 4,280,000 | 4,280,000 |
Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 1,486,000 | 611,000 | 399,000 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 20,426,000 | 9,822,000 | 4,766,000 |
Non-qualified stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 3,498,000 | 2,453,000 | 1,133,000 |
Restricted stock performance-based stock unit awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 3,567,000 | $ 0 | $ 0 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Deferred Compensation Arrangement with Named Executive Officers (Details) $ in Thousands | Mar. 16, 2017USD ($) |
First | James C. Stewart | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Deferred compensation arrangement with individual, distributions paid | $ 1,976 |
First | Gregory L. Powell | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Deferred compensation arrangement with individual, distributions paid | 1,646 |
First | M. Paul DeBonis Jr. | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Deferred compensation arrangement with individual, distributions paid | 659 |
Second | James C. Stewart | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Deferred compensation arrangement with individual, distributions paid | 1,976 |
Second | Gregory L. Powell | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Deferred compensation arrangement with individual, distributions paid | 1,646 |
Second | M. Paul DeBonis Jr. | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Deferred compensation arrangement with individual, distributions paid | $ 659 |
Stock-Based Compensation - Defe
Stock-Based Compensation - Deferred Stock Awards, Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 28,977,000 | $ 17,166,000 | $ 10,578,000 | |
Deferred stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred compensation expense | $ 8,600,000 | |||
Stock-based compensation | $ 0 | $ 4,280,000 | 4,280,000 | |
Unamortized compensation cost | $ 0 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 28,977 | $ 17,166 | $ 10,578 |
Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 678 | ||
Stock-based compensation | $ 1,486 | $ 611 | $ 399 |
Unamortized compensation costs, non-options | $ 700 | ||
Equity award compensation period for recognition | 11 months 8 days | ||
C&J Energy Services, Inc. | Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 600,000 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Awards (Details) - Restricted stock awards | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Restricted Stock Awards (In thousands) | |
Total non-vested at the beginning of the period (in shares) | shares | 94 |
Units issued (in shares) | shares | 678 |
Shares vested (in shares) | shares | (478) |
Shares forfeited (in shares) | shares | (2) |
Non-vested balance at the end of the period (in shares) | shares | 292 |
Weighted average grant date fair value | |
Total non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 17.40 |
Shares issued (in dollars per share) | $ / shares | 4.99 |
Shares vested (in dollars per share) | $ / shares | 7.70 |
Shares forfeited (in dollars per share) | $ / shares | 4.55 |
Non-vested balance at the end of the period (in dollars per share) | $ / shares | $ 4.55 |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Units, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 28,977 | $ 17,166 | $ 10,578 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 2,679 | ||
Stock-based compensation | $ 20,426 | $ 9,822 | $ 4,766 |
Unrecognized compensation cost | $ 19,100 | ||
Equity award compensation period for recognition | 1 year 10 months 2 days | ||
Executive Officers And Key Management Employees | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 1,600,000 | ||
Minimum | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Maximum | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
C&J Energy Services, Inc. | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 900,000 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Restricted Stock Units (In thousands) | |
Total non-vested at the beginning of the period (in shares) | shares | 1,947 |
Shares issued (in shares) | shares | 2,679 |
Units vested (in shares) | shares | (1,700) |
Actual units forfeited (in shares) | shares | (166) |
Non-vested balance at the end of the period (in shares) | shares | 2,760 |
Weighted average grant date fair value | |
Total non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 14.83 |
Units issued (in dollars per share) | $ / shares | 8.57 |
Units vested (in dollars per share) | $ / shares | 11.58 |
Actual units forfeited (in dollars per share) | $ / shares | 13.89 |
Non-vested balance at the end of the period (in dollars per share) | $ / shares | $ 10.82 |
Stock-Based Compensation - Non-
Stock-Based Compensation - Non-Qualified Stock Options, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 28,977 | $ 17,166 | $ 10,578 |
Unamortized compensation cost, options | $ 1,000 | ||
Non-qualified stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 500,000 | ||
Award vesting period | 3 years | 3 years | |
Expiration period | 6 years | ||
Stock-based compensation | $ 3,498 | $ 2,453 | $ 1,133 |
Equity award compensation period for recognition | 1 year 1 month 24 days | ||
Options exercisable (in shares) | 1,400,000 | ||
Maximum | Non-qualified stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Non-Qualified Stock Options (Details) - Non-qualified stock options | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Stock Options (In thousands) | |
Total outstanding at the beginning of the period (in shares) | shares | 1,219 |
Options granted (in shares) | shares | 549 |
Options exercised (in shares) | shares | 0 |
Actual options forfeited (in shares) | shares | (25) |
Options expired (in shares) | shares | 0 |
Total outstanding at the end of the period (in shares) | shares | 1,743 |
Weighted average grant date fair value | |
Total outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 6.75 |
Options granted (in dollars per share) | $ / shares | 0.74 |
Options exercised (in dollars per share) | $ / shares | 0 |
Actual options forfeited (in dollars per share) | $ / shares | 6.77 |
Options expired (in dollars per share) | $ / shares | 0 |
Total outstanding at the end of the period (in dollars per share) | $ / shares | $ 4.86 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted stock performance-based stock unit awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | ||
Restricted stock performance-based stock unit awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected equity volatility | 40.20% | ||
Expected term (years) | 1 year 9 months 18 days | ||
Risk-free interest rate | 2.20% | ||
Restricted stock performance-based stock unit awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected equity volatility | 73.20% | ||
Expected term (years) | 2 years 9 months 18 days | ||
Risk-free interest rate | 2.30% | ||
Non-qualified stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | 3 years | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected equity volatility | 49.60% | 46.30% | 51.50% |
Expected term (years) | 6 years | 6 years | |
Risk-free interest rate | 1.70% | 2.70% | 1.60% |
Exercise price per stock option (in dollars per share) | $ 15.31 | $ 19 | |
Market price per share (in dollars per share) | $ 4.55 | 15.31 | 14.49 |
Weighted average fair value per stock option (in dollars per share) | $ 0.74 | $ 7.28 | $ 6.16 |
Non-qualified stock options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 7 years 3 months 18 days | ||
Exercise price per stock option (in dollars per share) | $ 19.09 | ||
Non-qualified stock options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Expected term (years) | 8 years 1 month 6 days | ||
Exercise price per stock option (in dollars per share) | $ 26.41 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-Based RSU Awards, Additional Information (Details) - USD ($) $ in Millions | Mar. 25, 2019 | Dec. 31, 2019 |
Restricted stock performance-based stock unit awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued (in shares) | 327 | |
Restricted stock performance-based stock unit awards | Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued (in shares) | 300,000 | |
Grant date fair value | $ 3.6 | |
Restricted stock performance-based stock unit awards | Share-based Payment Arrangement, Tranche Two | Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 50.00% | |
Award vesting period | 3 years | |
Restricted stock performance-based stock unit awards | Share-based Payment Arrangement, Tranche One | Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 50.00% | |
Award vesting period | 2 years | |
Minimum | Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 25.00% | |
Minimum | Restricted stock performance-based stock unit awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected equity volatility | 40.20% | |
Expected term (years) | 1 year 9 months 18 days | |
Risk-free interest rate | 2.20% | |
Maximum | Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 200.00% | |
Maximum | Restricted stock performance-based stock unit awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected equity volatility | 73.20% | |
Expected term (years) | 2 years 9 months 18 days | |
Risk-free interest rate | 2.30% |
Stock-Based Compensation - Sc_7
Stock-Based Compensation - Schedule of Performance-Based RSU Awards (Details) - Restricted stock performance-based stock unit awards | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Stock Options (In thousands) | |
Total non-vested at the beginning of the period (in shares) | shares | 0 |
Shares issued (in shares) | shares | 327 |
Shares vested (in shares) | shares | (327) |
Shares forfeited (in shares) | shares | 0 |
Non-vested balance at the end of the period (in shares) | shares | 0 |
Weighted average grant date fair value | |
Total non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 0 |
Shares issued (in dollars per share) | $ / shares | 11 |
Shares vested (in dollars per share) | $ / shares | 0 |
Shares forfeited (in dollars per share) | $ / shares | 0 |
Non-vested balance at the end of the period (in dollars per share) | $ / shares | $ 0 |
Stockholders' Equity - Certific
Stockholders' Equity - Certificate of Incorporation (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | 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 | Jul. 02, 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 | |
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 | Jan. 01, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 03, 2017 |
Class of Stock [Line Items] | |||||||
Net proceeds from issuance initial public offering | $ 255,500 | ||||||
Prepayment penalty | $ 0 | $ 0 | $ 15,817 | ||||
Common stock outstanding (in shares) | 103,128,019 | 111,831,176 | |||||
2016 term loan facility | Term loan | |||||||
Class of Stock [Line Items] | |||||||
Repayments of senior debt | $ 99,000 | ||||||
Prepayment penalty | 13,800 | ||||||
Senior secured notes due 2010 | Term loan | |||||||
Class of Stock [Line Items] | |||||||
Repayments of senior debt | 50,000 | ||||||
Prepayment penalty | $ 500 | ||||||
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 | 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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 29, 2018 | Jan. 25, 2017 |
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 35,003 | $ 116,576 | |||||
Equity interest issued (in shares) | 106,627 | ||||||
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, 2019shares | |
Equity [Abstract] | |
Shares issued, net of share settlements for payroll taxes (in shares) | 1,962,809 |
Stockholders' Equity - Secondar
Stockholders' Equity - Secondary Offerings (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 17, 2018 | Jan. 25, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||
Payments of stock issuance costs | $ 13 | |||
Stock repurchased (in shares) | 0 | 520,000 | ||
Public stock offering | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 15,320,015 | 5,251,249 | ||
Offering price (in dollars per share) | $ 18.25 | $ 11.02 | ||
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 | 50.80% | 49.60% | ||
Stock repurchased (in shares) | 520,000 |
Stockholders' Equity - C&J Merg
Stockholders' Equity - C&J Merger (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||
Equity interest issued (in shares) | 106,627 | |
C&J Energy Services, Inc. | ||
Business Acquisition [Line Items] | ||
Consideration transferred | $ 485,100 | |
Equity interest issued (in shares) | 105,900,000 | |
Equity consideration | $ 481,912 | |
Replacement awards attributable to pre-combination services | $ 3,212 |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchase (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 11, 2019 | |
Class of Stock [Line Items] | |||
Stock repurchased (in dollars per share) | $ 12.93 | ||
Remaining amount authorized | $ 150 | ||
Share repurchase program, authorized amount | $ 50 | ||
Stock repurchased (in shares) | 0 | 520,000 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Total share repurchases | $ 105 | ||
Stock repurchased (in shares) | 8,111,764 | ||
White Deer Energy RockPile Aggregate LLC | |||
Class of Stock [Line Items] | |||
Stock repurchased (in shares) | 1,248,440 | ||
Keane investor | |||
Class of Stock [Line Items] | |||
Stock repurchased (in shares) | 520,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jul. 02, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||||||||
Beginning balance | $ 487,181 | $ 513,092 | $ 162,252 | $ 487,181 | $ 513,092 | $ 162,252 | |||||||
Net income (loss) | $ (82,928) | $ 3,558 | $ (4,981) | (21,806) | $ 6,128 | $ 30,779 | $ 30,667 | (8,243) | $ (28,223) | (7,918) | (106,157) | 59,331 | (36,141) |
Ending balance | 886,772 | 487,181 | 513,092 | 886,772 | 487,181 | 513,092 | |||||||
Foreign currency items | |||||||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||||||||
Beginning balance | 0 | 0 | |||||||||||
Net income (loss) | 0 | ||||||||||||
Other comprehensive loss | (116) | ||||||||||||
Ending balance | (116) | 0 | (116) | 0 | |||||||||
Interest rate contract | |||||||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||||||||
Beginning balance | (798) | (798) | |||||||||||
Net income (loss) | (239) | ||||||||||||
Other comprehensive loss | (7,628) | ||||||||||||
Ending balance | (8,665) | (798) | (8,665) | (798) | |||||||||
AOCI | |||||||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||||||||
Beginning balance | $ (798) | $ (1,728) | $ (2,787) | (798) | (1,728) | (2,787) | |||||||
Net income (loss) | (239) | ||||||||||||
Other comprehensive loss | (7,744) | ||||||||||||
Ending balance | $ (8,781) | $ (798) | $ (1,728) | $ (8,781) | $ (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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Other income (expense), net | $ (7) | $ 55 | $ (43) | $ 448 | $ (2,386) | $ 14,454 | $ 16 | $ (12,989) | $ 453 | $ (905) | $ 13,963 |
Total reclassifications | 239 | (1,924) | (172) | ||||||||
Foreign currency items | Reclassification out of accumulated other comprehensive income | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Other income (expense), net | 0 | (2,621) | 0 | ||||||||
Wind-down of foreign subsidiary | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Reclassification from AOCI | $ 2,600 | ||||||||||
Derivatives designated as hedging instruments | Interest rate derivative | Interest rate derivatives, hedging | Reclassification out of accumulated other comprehensive income | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Interest rate derivatives, hedging | $ 239 | $ 697 | $ (172) |
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 | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jul. 02, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||||
Net income (loss) | $ (82,928) | $ 3,558 | $ (4,981) | $ (21,806) | $ 6,128 | $ 30,779 | $ 30,667 | $ (8,243) | $ (28,223) | $ (7,918) | $ (106,157) | $ 59,331 | $ (36,141) |
Denominator: | |||||||||||||
Basic weighted-average common shares outstanding (in shares) | 122,977 | 109,335 | 106,321 | ||||||||||
Diluted weighted average common shares outstanding, including antidilutive securities adjustment (in shares) | 123,101 | 109,660 | 106,492 | ||||||||||
Restricted stock awards | |||||||||||||
Denominator: | |||||||||||||
Dilutive effect of awards granted (in shares) | 43 | 17 | 36 | ||||||||||
Deferred stock awards | |||||||||||||
Denominator: | |||||||||||||
Dilutive effect of awards granted (in shares) | 0 | 214 | 0 | ||||||||||
Restricted stock units | |||||||||||||
Denominator: | |||||||||||||
Dilutive effect of awards granted (in shares) | 81 | 94 | 135 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Leased Assets [Line Items] | ||||
Operating lease right-of-use assets | $ 54,503 | $ 60,946 | $ 0 | |
Lease liability | $ 58,596 | |||
Minimum | ||||
Operating Leased Assets [Line Items] | ||||
Lease term | 1 year | |||
Maximum | ||||
Operating Leased Assets [Line Items] | ||||
Lease term | 15 years | |||
Accounting Standards Update 2016-02 | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease right-of-use assets | 60,946 | |||
Lease liability | $ 61,000 |
Leases - Schedule of the Effect
Leases - Schedule of the Effect of the Lease Standards Adoption (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 54,503 | $ 60,946 | $ 0 |
Finance lease right-of-use assets | 9,511 | 7,864 | 0 |
Property and equipment, net | 709,404 | 523,455 | 531,319 |
Other noncurrent assets | 10,956 | 6,560 | 6,569 |
Accrued expenses and other current liabilities | (100,767) | (101,833) | |
Current maturities of long-term operating lease liabilities | (23,473) | (25,211) | |
Current maturities of long-term finance lease liabilities | (4,594) | (4,928) | (4,928) |
Current maturities of capital lease obligations | 4,928 | ||
Long-term operating lease liabilities, less current maturities | (35,123) | (35,512) | |
Long-term finance lease liabilities, less current maturities | (4,844) | (5,581) | (5,581) |
Capital lease obligations, less current maturities | (5,581) | ||
Other noncurrent liabilities | (16,662) | (3,233) | (3,283) |
Retained earnings (deficit) | $ (73,333) | 30,164 | $ 31,494 |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | 60,946 | ||
Finance lease right-of-use assets | 7,864 | ||
Property and equipment, net | (7,864) | ||
Other noncurrent assets | (9) | ||
Accrued expenses and other current liabilities | 1,066 | ||
Current maturities of long-term operating lease liabilities | (25,211) | ||
Current maturities of long-term finance lease liabilities | (4,928) | ||
Current maturities of capital lease obligations | (4,928) | ||
Long-term operating lease liabilities, less current maturities | (35,512) | ||
Long-term finance lease liabilities, less current maturities | (5,581) | ||
Capital lease obligations, less current maturities | 5,581 | ||
Other noncurrent liabilities | 50 | ||
Retained earnings (deficit) | $ (1,330) |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 26,948 |
Amortization of right-of-use assets | 3,356 |
Interest on lease liabilities | 625 |
Total finance lease cost | 3,981 |
Short-term lease cost | 1,184 |
Variable lease cost | 15,654 |
Sublease income | (116) |
Total lease cost | $ 47,651 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows Related to Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 25,318 |
Operating cash flows from finance leases | 565 |
Financing cash flows from finance leases | $ 6,035 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Operating leases | 4 years 8 months 26 days |
Finance leases | 2 years 3 months 10 days |
Leases - Weighted Average Disco
Leases - Weighted Average Discount Rate (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Operating leases | 5.73% |
Finance leases | 5.53% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating leases | ||
2020 | $ 26,068 | |
2021 | 12,084 | |
2022 | 10,012 | |
2023 | 7,088 | |
2024 | 2,171 | |
Thereafter | 10,921 | |
Total undiscounted remaining minimum lease payments | 68,344 | |
Less imputed interest | (9,748) | |
Total discounted remaining minimum lease payments | 58,596 | |
Finance leases | ||
2020 | 4,977 | |
2021 | 3,168 | |
2022 | 1,643 | |
2023 | 273 | |
2024 | 0 | |
Thereafter | 0 | |
Total undiscounted remaining minimum lease payments | 10,061 | |
Less imputed interest | (623) | |
Total discounted remaining minimum lease payments | $ 9,438 | |
Operating leases | ||
2019 | $ 26,327 | |
2020 | 18,017 | |
2021 | 5,688 | |
2022 | 4,795 | |
2023 | 3,172 | |
Total | 57,999 | |
Capital leases | ||
2019 | 5,484 | |
2020 | 2,652 | |
2021 | 2,430 | |
2022 | 883 | |
2023 | 0 | |
Total | $ 11,449 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income by Tax Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (106,879) | $ 66,260 | $ (35,904) |
Foreign | 1,727 | (2,659) | (87) |
Net loss | $ (105,152) | $ 63,601 | $ (35,991) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||||||||||
State | $ 709 | $ 5,387 | $ 614 | ||||||||
Foreign | 627 | 31 | 0 | ||||||||
Total current income tax provision | 1,336 | 5,418 | 614 | ||||||||
Deferred: | |||||||||||
Federal | (239) | (1,031) | (536) | ||||||||
State | (92) | (117) | 72 | ||||||||
Total deferred income tax provision | (331) | (1,148) | (464) | ||||||||
Income tax expense | $ 287 | $ (820) | $ 564 | $ 974 | $ (585) | $ 2,623 | $ (936) | $ 3,168 | $ 1,005 | $ 4,270 | $ 150 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2019 | Dec. 31, 2017 | |
Income Tax Examination [Line Items] | ||||
Effective tax rate, percent | (0.0096%) | 6.71% | ||
Operating loss carryforwards | $ 787,600,000 | |||
Operating loss carryforwards, subject to expiration | 380,200,000 | |||
Operating loss carryforwards, not subject to expiration | 407,300,000 | |||
Valuation allowance | 223,419,000 | $ 41,779,000 | $ 65,347,000 | |
Unrecognized tax benefits | 0 | 0 | 0 | |
Accrued interest or penalties | 0 | $ 0 | $ 0 | |
Domestic Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards, subject to expiration | 71,600,000 | |||
State and Local Jurisdiction | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards, subject to expiration | 306,400,000 | |||
Foreign Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards, subject to expiration | 20,100,000 | |||
NexTier | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards, annual limitation | $ 8,500,000 | |||
Operating loss carryforwards, accumulated annual limitation | 398,700,000 | |||
C&J Energy Services, Inc. | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards, subject to expiration | 104,400,000 | |||
Operating loss carryforwards, annual limitation | 8,600,000 | |||
Operating loss carryforwards, accumulated annual limitation | $ 322,600,000 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||||||||
Income taxes at U.S. federal statutory rate | $ (22,082) | $ 13,356 | $ (9,795) | ||||||||
Reconciling items: | |||||||||||
State and local income taxes, net of federal benefit | (1,463) | 1,408 | (334) | ||||||||
Deferred tax asset valuation adjustment | 14,987 | (22,639) | (32,593) | ||||||||
Tax rate change | 0 | 0 | 41,591 | ||||||||
Permanent differences | 9,962 | 5,237 | 630 | ||||||||
Foreign withholding taxes | 627 | 0 | 0 | ||||||||
Other | (1,026) | 6,908 | 651 | ||||||||
Income tax expense | $ 287 | $ (820) | $ 564 | $ 974 | $ (585) | $ 2,623 | $ (936) | $ 3,168 | $ 1,005 | $ 4,270 | $ 150 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | |||
Stock-based compensation | $ 4,124 | $ 3,979 | $ 2,467 |
Net operating loss carry-forwards | 196,949 | 90,565 | 70,745 |
Accruals and other | 21,411 | 4,524 | 3,994 |
PPE & Intangibles | 1,474 | 0 | 0 |
Gross deferred tax assets | 223,958 | 99,068 | 77,206 |
Valuation allowance | (223,419) | (41,779) | (65,347) |
Total deferred tax assets | 539 | 57,289 | 11,859 |
Deferred tax liability: | |||
PP&E and intangibles | 0 | (56,799) | (11,319) |
Prepaids and other | (645) | (756) | (1,954) |
Total deferred tax liability | (645) | (57,555) | (13,273) |
Net deferred tax liability | $ (106) | $ (266) | $ (1,414) |
Income Taxes - Schedule of Valu
Income Taxes - Schedule of Valuation Allowance (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Valuation Allowance [Roll Forward] | |
Valuation allowance as of the beginning of January 1, 2019 | $ 41,779 |
Valuation allowance as of December 31, 2019 | 223,419 |
Acquisition accounting | |
Valuation Allowance [Roll Forward] | |
Charge (benefit) expense to income tax provision | 164,950 |
Charge as (benefit) expense to income tax provision for current activities | |
Valuation Allowance [Roll Forward] | |
Charge (benefit) expense to income tax provision | 14,987 |
Changes to other comprehensive income (loss) | |
Valuation Allowance [Roll Forward] | |
Charge (benefit) expense to income tax provision | $ 1,703 |
Commitments and Contingencies -
Commitments and Contingencies - Commitments (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 | |
Long-term Purchase Commitment [Line Items] | ||||||
Amount spent on long-term purchase commitment | $ 160 | $ 107.4 | $ 150 | |||
Line of Credit | Letter of Credit | 2017 Term Loan Facility | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Letters of credit outstanding | 31.8 | |||||
Research and development | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Other Commitment | $ 1.3 | |||||
Capital addition purchase commitment | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Recorded unconditional purchase obligation | 9 | 4.2 | ||||
Outstanding purchase commitments | 64 | $ 43.6 | ||||
Keane Group, Inc. | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Penalties and interest accrued due to income tax examination | $ 3.2 | |||||
Income tax examination, penalties and interest expense | $ 2.1 | $ 0.3 | ||||
C&J Energy Services, Inc. | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Penalties and interest accrued due to income tax examination | $ 32.6 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Aggregate Minimum Commitments (Details) - Inventories $ in Thousands | Dec. 31, 2019USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2019 | $ 30,007 |
2020 | 14,925 |
2021 | 9,300 |
2022 | 1,500 |
2023 | 0 |
Total | $ 55,732 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | May 29, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Jul. 03, 2017 |
Related Party Transaction [Line Items] | ||||||
Equity method investments | $ 3,600 | $ 1,700 | $ 1,700 | |||
Stock repurchased (in dollars per share) | $ 12.93 | |||||
Share price (in dollars per share) | $ 15 | $ 16.29 | ||||
Stock repurchased and retired during the period | 5,982 | $ 3,579 | ||||
Affiliated entity | Consulting services | ||||||
Related Party Transaction [Line Items] | ||||||
Amounts paid to related parties | 4,100 | 300 | $ 300 | |||
White Deer Energy RockPile Aggregate LLC | Affiliated entity | ||||||
Related Party Transaction [Line Items] | ||||||
Stock repurchased (in shares) | 1,248,440 | |||||
Stock repurchased (in dollars per share) | $ 16.02 | |||||
Value of treasury stock acquired | $ 20,000 | |||||
Additional paid-in capital | ||||||
Related Party Transaction [Line Items] | ||||||
Stock repurchased and retired during the period | $ 5,976 | 3,578 | ||||
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 |
Retirement Benefits and Nonre_2
Retirement Benefits and Nonretirement Postemployment Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |||
Percent of employer contribution match | 3.50% | ||
Maximum percent of employee contribution | 80.00% | ||
Contributions by employer | $ 8.1 | $ 6.7 | $ 4 |
Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges incurred for restructuring activities | $ 16.7 | $ 0.6 | $ 2 |
Business Segments - Schedule of
Business Segments - Schedule of Financial Information for Each of the Company's Business Segments (Details) - USD ($) $ in Thousands | Jul. 24, 2018 | Jul. 03, 2017 | Sep. 30, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Jul. 02, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | $ 528,216 | $ 443,953 | $ 427,733 | $ 421,654 | $ 486,549 | $ 558,908 | $ 578,533 | $ 513,016 | $ 1,821,556 | $ 2,137,006 | $ 1,542,081 | ||||||
Total adjusted gross profit | 417,624 | 476,460 | 259,520 | ||||||||||||||
Total operating income (loss) | (76,865) | 7,898 | 1,103 | (15,885) | 14,148 | 24,926 | 44,032 | 14,904 | (83,749) | 98,010 | 9,269 | ||||||
Depreciation and amortization | 82,080 | 68,708 | 69,886 | 71,476 | 71,403 | 68,287 | 59,404 | 60,051 | 292,150 | 259,145 | 159,280 | ||||||
Net income (loss) | $ (82,928) | $ 3,558 | $ (4,981) | $ (21,806) | $ 6,128 | $ 30,779 | $ 30,667 | $ (8,243) | $ (28,223) | $ (7,918) | (106,157) | 59,331 | (36,141) | ||||
Capital expenditures | 193,187 | 291,543 | 189,629 | ||||||||||||||
Payments to acquire business | 35,003 | 116,576 | |||||||||||||||
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 | |||||||||||||||
Operating Segments | Completion Services | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 1,709,934 | 2,100,956 | 1,527,287 | ||||||||||||||
Total adjusted gross profit | 401,845 | 478,850 | 258,024 | ||||||||||||||
Total operating income (loss) | 126,698 | 234,756 | 115,691 | ||||||||||||||
Depreciation and amortization | 270,918 | 241,169 | 141,385 | ||||||||||||||
Net income (loss) | 126,698 | 234,756 | 115,691 | ||||||||||||||
Capital expenditures | 179,044 | 281,081 | 185,329 | ||||||||||||||
Operating Segments | WC&I | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 63,039 | 36,050 | 14,794 | ||||||||||||||
Total adjusted gross profit | 7,812 | (2,390) | 1,496 | ||||||||||||||
Total operating income (loss) | 3,855 | (6,818) | (197) | ||||||||||||||
Depreciation and amortization | 3,822 | 4,428 | 5,757 | ||||||||||||||
Net income (loss) | 3,855 | (6,818) | (197) | ||||||||||||||
Capital expenditures | 3,514 | 9,510 | 1,718 | ||||||||||||||
Operating Segments | Well Support Services | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 48,583 | 0 | 0 | ||||||||||||||
Total adjusted gross profit | 7,967 | 0 | 0 | ||||||||||||||
Total operating income (loss) | 6,959 | 0 | 0 | ||||||||||||||
Depreciation and amortization | 1,415 | 0 | 0 | ||||||||||||||
Net income (loss) | 6,959 | 0 | 0 | ||||||||||||||
Capital expenditures | 6,980 | 0 | 0 | ||||||||||||||
Corporate and Other | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Total operating income (loss) | (221,261) | (129,928) | (106,225) | ||||||||||||||
Depreciation and amortization | 15,995 | 13,548 | 12,138 | ||||||||||||||
Net income (loss) | (243,669) | (168,607) | (151,635) | ||||||||||||||
Capital expenditures | $ 3,649 | $ 952 | $ 2,582 |
Business Segments - Schedule _2
Business Segments - Schedule of Assets and Goodwill by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 1,664,907 | $ 1,054,579 | |
Goodwill | 137,458 | 132,524 | $ 134,967 |
Completion Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Goodwill | 136,425 | 132,524 | |
Operating Segments | Completion Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 1,091,965 | 894,467 | |
Operating Segments | WC&I | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 106,493 | 20,974 | |
Goodwill | 372 | 0 | |
Operating Segments | Well Support Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 109,792 | 0 | |
Goodwill | 661 | 0 | |
Corporate and Other | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 356,657 | 139,138 | |
Goodwill | $ 0 | $ 0 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jul. 02, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Revenue | $ 528,216 | $ 443,953 | $ 427,733 | $ 421,654 | $ 486,549 | $ 558,908 | $ 578,533 | $ 513,016 | $ 1,821,556 | $ 2,137,006 | $ 1,542,081 | |||||
Costs of services (excluding depreciation and amortization, shown separately) | 408,345 | 333,438 | 324,503 | 337,646 | 372,654 | 436,799 | 447,685 | 403,408 | 1,403,932 | [1] | 1,660,546 | [1] | 1,282,561 | [1] | ||
Depreciation and amortization | 82,080 | 68,708 | 69,886 | 71,476 | 71,403 | 68,287 | 59,404 | 60,051 | 292,150 | 259,145 | 159,280 | |||||
Selling, general and administrative expenses | 42,698 | 26,579 | 26,463 | 27,936 | 28,466 | 27,482 | 23,978 | 33,884 | 123,676 | 113,810 | 84,853 | |||||
Merger and integration | 55,972 | 6,651 | 6,108 | 0 | 0 | 301 | 147 | 0 | 68,731 | 448 | 8,673 | |||||
(Gain) loss on disposal of assets | 3,640 | 679 | (330) | 481 | (122) | 1,113 | 3,287 | 769 | 4,470 | 5,047 | (2,555) | |||||
Impairment expense | 12,346 | 0 | 0 | 0 | 12,346 | 0 | 0 | |||||||||
Total operating costs and expenses | 605,081 | 436,055 | 426,630 | 437,539 | 472,401 | 533,982 | 534,501 | 498,112 | 1,905,305 | 2,038,996 | 1,532,812 | |||||
Operating income (loss) | (76,865) | 7,898 | 1,103 | (15,885) | 14,148 | 24,926 | 44,032 | 14,904 | (83,749) | 98,010 | 9,269 | |||||
Other income (expense), net | (7) | 55 | (43) | 448 | (2,386) | 14,454 | 16 | (12,989) | 453 | (905) | 13,963 | |||||
Interest expense | (5,769) | (5,215) | (5,477) | (5,395) | (6,219) | (5,978) | (14,317) | (6,990) | (21,856) | (33,504) | (59,223) | |||||
Total other expenses | (5,776) | (5,160) | (5,520) | (4,947) | (8,605) | 8,476 | (14,301) | (19,979) | (21,403) | (34,409) | (45,260) | |||||
Income tax income (expense) | (287) | 820 | (564) | (974) | 585 | (2,623) | 936 | (3,168) | (1,005) | (4,270) | (150) | |||||
Net income (loss) | $ (82,928) | $ 3,558 | $ (4,981) | $ (21,806) | $ 6,128 | $ 30,779 | $ 30,667 | $ (8,243) | $ (28,223) | $ (7,918) | $ (106,157) | $ 59,331 | $ (36,141) | |||
[1] | Cost of services during the years ended December 31, 2019 , 2018 , and 2017 excludes depreciation of $276.8 million , $245.6 million , and $150.6 million , respectively. Depreciation related to cost of services is presented within depreciation and amortization separately. |
Subsequent Events (Details)
Subsequent Events (Details) - Well Support Services - Disposal Group, Disposed of by Sale, Not Discontinued Operations - Subsequent Event - USD ($) $ in Millions | Mar. 20, 2020 | Mar. 09, 2020 |
Subsequent Event [Line Items] | ||
Total consideration | $ 93.7 | |
Cash consideration | $ 59.4 | |
Working capital adjustments | 34.3 | |
Guaranteed notes | $ 34.3 |
Uncategorized Items - a201910-k
Label | Element | Value |
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | $ 10,578,000 |
Retained Earnings [Member] | ||
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | (28,223,000) |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | (7,918,000) |
Additional Paid-in Capital [Member] | ||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 10,578,000 |
Members' Equity [Member] | ||
Stockholders' Equity, Change in Reporting Entity | us-gaap_StockholdersEquityChangeInReportingEntity | $ (453,810,000) |