Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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, $0.01, par value | |
Trading Symbol | NEX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 241,968,848 | |
Entity Central Index Key | 0001688476 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Filer Category | Accelerated Filer |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 135,525 | $ 275,990 |
Trade and other accounts receivable, net | 265,388 | 122,584 |
Inventories, net | 38,108 | 30,068 |
Assets held for sale | 6,495 | 126 |
Prepaid and other current assets | 51,352 | 58,011 |
Total current assets | 496,868 | 486,779 |
Operating lease right-of-use assets | 22,980 | 37,157 |
Finance lease right-of-use assets | 35,746 | 1,132 |
Property and equipment (net of accumulated depreciation of $964,005 and $929,290) | 592,112 | 470,711 |
Goodwill | 192,446 | 104,198 |
Intangible assets (net of accumulated amortization of $54,159 and $46,496) | 69,527 | 51,182 |
Other noncurrent assets | 8,296 | 6,729 |
Total assets | 1,417,975 | 1,157,888 |
Current liabilities: | ||
Accounts payable | 179,203 | 61,259 |
Accrued expenses | 222,720 | 134,230 |
Customer contract liabilities | 26,798 | 266 |
Current maturities of long-term operating lease liabilities | 8,725 | 18,551 |
Current maturities of long-term finance lease liabilities | 10,438 | 606 |
Current maturities of long-term debt | 11,186 | 2,252 |
Other current liabilities | 2,543 | 2,993 |
Total current liabilities | 461,613 | 220,157 |
Long-term operating lease liabilities, less current maturities | 20,580 | 24,232 |
Long-term finance lease liabilities, less current maturities | 25,053 | 504 |
Long-term debt, net of unamortized deferred financing costs and unamortized debt discount, less current maturities | 361,836 | 333,288 |
Other noncurrent liabilities | 20,722 | 22,419 |
Total noncurrent liabilities | 428,191 | 380,443 |
Total liabilities | 889,804 | 600,600 |
Stockholders' equity | ||
Common stock, par value $0.01 per share (authorized 500,000 shares, issued and outstanding 241,963 and 214,440 shares, respectively) | 2,420 | 2,144 |
Paid-in capital in excess of par value | 1,087,618 | 989,995 |
Retained deficit | (552,018) | (421,741) |
Accumulated other comprehensive loss | (9,849) | (13,110) |
Total stockholders' equity | 528,171 | 557,288 |
Total liabilities and stockholders' equity | $ 1,417,975 | $ 1,157,888 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $ 964,005 | $ 929,290 |
Intangible assets, accumulated amortization | $ 54,159 | $ 46,496 |
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) | 241,963,000 | 241,963,000 |
Common stock outstanding (in shares) | 214,440,000 | 214,440,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||||
Revenue | $ 393,164 | $ 163,675 | $ 913,711 | $ 987,527 | |
Operating costs and expenses: | |||||
Cost of services | [1] | 344,637 | 150,066 | 831,674 | 841,063 |
Depreciation and amortization | 44,861 | 73,570 | 131,400 | 234,651 | |
Selling, general and administrative expenses | 37,453 | 25,521 | 74,256 | 120,429 | |
Merger and integration | 4,752 | 7,288 | 4,930 | 33,498 | |
Gain on disposal of assets | (1,133) | (3,027) | (7,742) | (11,942) | |
Impairment expense | 0 | 2,681 | 0 | 37,008 | |
Total operating costs and expenses | 430,570 | 256,099 | 1,034,518 | 1,254,707 | |
Operating loss | (37,406) | (92,424) | (120,807) | (267,180) | |
Other income (expense): | |||||
Other income (expense), net | 585 | (3,978) | 9,113 | (1,303) | |
Interest expense, net | (6,701) | (5,524) | (16,633) | (16,943) | |
Total other expense | (6,116) | (9,502) | (7,520) | (18,246) | |
Loss before income taxes | (43,522) | (101,926) | (128,327) | (285,426) | |
Income tax expense | (472) | (507) | (1,950) | (1,251) | |
Net loss | (43,994) | (102,433) | (130,277) | (286,677) | |
Other comprehensive loss, net of tax: | |||||
Foreign currency translation adjustments | 531 | (157) | 433 | 596 | |
Hedging activities | (46) | (453) | 785 | (6,068) | |
Total comprehensive loss | $ (43,509) | $ (103,043) | $ (129,059) | $ (292,149) | |
Net loss per share: | |||||
Basic net loss per share (in dollars per share) | $ (0.20) | $ (480) | $ (0.60) | $ (1,340) | |
Diluted net loss per share (in dollars per share) | $ (0.20) | $ (480) | $ (0.60) | $ (1,340) | |
Weighted-average shares outstanding: basic | 224,481 | 214,251 | 218,499 | 213,620 | |
Weighted-average shares outstanding: diluted | 224,481 | 214,251 | 218,499 | 213,620 | |
[1] | Cost of services during the three and nine months ended September 30, 2021 excludes depreciation of $40.5 million and $118.1 million. Cost of services during the three and nine months ended September 30, 2020 excludes depreciation of $68.9 million and $220.9 million, respectively. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Depreciation | $ 40.5 | $ 68.9 | $ 118.1 | $ 220.9 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common stock | Paid-in capital in excess of par value | Retained deficit | Retained deficitCumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive loss |
Beginning balance at Dec. 31, 2019 | $ 886,772 | $ (1,525) | $ 2,124 | $ 966,762 | $ (73,333) | $ (1,525) | $ (8,781) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 6,880 | 11 | 6,869 | ||||
Shares repurchased and retired related to stock-based compensation | (1,151) | (2) | (1,149) | ||||
Other comprehensive income (loss) | (1,513) | (1,513) | |||||
Net loss | (71,756) | (71,756) | |||||
Ending balance at Mar. 31, 2020 | 817,707 | 2,133 | 972,482 | (146,614) | (10,294) | ||
Beginning balance at Dec. 31, 2019 | 886,772 | $ (1,525) | 2,124 | 966,762 | (73,333) | $ (1,525) | (8,781) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (286,677) | ||||||
Ending balance at Sep. 30, 2020 | 613,918 | 2,144 | 985,900 | (361,535) | (12,591) | ||
Beginning balance at Mar. 31, 2020 | 817,707 | 2,133 | 972,482 | (146,614) | (10,294) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 9,523 | 12 | 9,511 | ||||
Shares repurchased and retired related to stock-based compensation | (793) | (4) | (789) | ||||
Other comprehensive income (loss) | (2,360) | (2,360) | |||||
Net loss | (112,488) | (112,488) | |||||
Ending balance at Jun. 30, 2020 | 711,589 | 2,141 | 981,204 | (259,102) | (12,654) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 4,748 | 4 | 4,744 | ||||
Shares repurchased and retired related to stock-based compensation | (49) | (1) | (48) | ||||
Other comprehensive income (loss) | 63 | 63 | |||||
Net loss | (102,433) | (102,433) | |||||
Ending balance at Sep. 30, 2020 | 613,918 | 2,144 | 985,900 | (361,535) | (12,591) | ||
Beginning balance at Dec. 31, 2020 | 557,288 | 2,144 | 989,995 | (421,741) | (13,110) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 5,203 | 10 | 5,193 | ||||
Shares repurchased and retired related to stock-based compensation | (1,010) | (1) | (1,009) | ||||
Other comprehensive income (loss) | 2,349 | 2,349 | |||||
Net loss | (54,502) | (54,502) | |||||
Ending balance at Mar. 31, 2021 | 509,328 | 2,153 | 994,179 | (476,243) | (10,761) | ||
Beginning balance at Dec. 31, 2020 | 557,288 | 2,144 | 989,995 | (421,741) | (13,110) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (130,277) | ||||||
Ending balance at Sep. 30, 2021 | 528,171 | 2,420 | 1,087,618 | (552,018) | (9,849) | ||
Beginning balance at Mar. 31, 2021 | 509,328 | 2,153 | 994,179 | (476,243) | (10,761) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 4,889 | 5 | 4,884 | ||||
Shares repurchased and retired related to stock-based compensation | (436) | (1) | (435) | ||||
Other comprehensive income (loss) | (267) | (267) | |||||
Net loss | (31,781) | (31,781) | |||||
Ending balance at Jun. 30, 2021 | 481,733 | 2,157 | 998,628 | (508,024) | (11,028) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 7,350 | 4 | 7,346 | ||||
Shares repurchased and retired related to stock-based compensation | (420) | (1) | (419) | ||||
Equity issued in connection with Alamo Acquisition | 82,323 | 260 | 82,063 | ||||
Other comprehensive income (loss) | 1,179 | 1,179 | |||||
Net loss | (43,994) | (43,994) | |||||
Ending balance at Sep. 30, 2021 | $ 528,171 | $ 2,420 | $ 1,087,618 | $ (552,018) | $ (9,849) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (130,277) | $ (286,677) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Depreciation and amortization | 131,400 | 234,651 |
Amortization of deferred financing fees | 1,528 | 1,710 |
Gain on disposal of assets | (7,742) | (11,942) |
Loss on impairment of assets | 0 | 37,008 |
Unrealized (gain) loss on derivative recognized in other comprehensive loss | 785 | (6,068) |
Loss on financial instrument and derivatives, net | 4,142 | 4,109 |
Stock-based compensation | 17,442 | 21,151 |
Gain on insurance proceeds recognized in other income | (10,409) | 0 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in trade and other accounts receivable, net | (92,184) | 208,924 |
Decrease (increase) in inventories | (9,046) | 20,690 |
Increase in prepaid and other current assets | (10,138) | (607) |
Decrease in other assets | 14,203 | 20,108 |
Increase (decrease) in accounts payable | 59,072 | (65,149) |
Increase (decrease) in accrued expenses | 42,951 | (87,736) |
Increase (decrease) in customer contract liabilities | (3,468) | 685 |
Decrease in other liabilities | (27,579) | (8,181) |
Net cash provided by (used in) operating activities | (19,320) | 82,676 |
Cash flows from investing activities: | ||
Proceeds from sale of business | 0 | 53,666 |
Purchase of property and equipment | (132,057) | (96,649) |
Advances of deposit on equipment | (543) | 0 |
Implementation of software | (2,532) | (7,191) |
Proceeds from disposal of assets | 24,470 | 24,807 |
Acquisition of business | (95,082) | 0 |
Payment of consideration liability | (6,671) | 0 |
Proceeds from settlement of WSS Notes and make-whole derivative | 34,350 | 0 |
Proceeds from insurance recoveries | 22,947 | 58 |
Net cash used in investing activities | (155,118) | (25,309) |
Cash flows from financing activities: | ||
Proceeds from asset-based revolver and equipment loan | 39,428 | 175,000 |
Payments on the term loan facility and asset-based revolver | (2,625) | (177,625) |
Payments on finance leases | (1,146) | (3,148) |
Payment of debt issuance costs | (251) | 0 |
Shares repurchased and retired related to stock-based compensation | (1,866) | (1,993) |
Net cash provided by (used in) financing activities | 33,540 | (7,766) |
Non-cash effect of foreign translation adjustments | 433 | 596 |
Net increase (decrease) in cash, cash equivalents | (140,465) | 50,197 |
Cash and cash equivalents, beginning | 275,990 | 255,015 |
Cash and cash equivalents, ending | 135,525 | 305,212 |
Supplemental disclosure of cash flow information: | ||
Interest expense, net | 16,469 | 16,122 |
Income taxes | 0 | 1,206 |
Non-cash investing and financing activities: | ||
Change in accrued capital expenditures | (19,763) | 8,643 |
Non-cash additions to equity security investments | 0 | 5,263 |
Non-cash additions to finance right-of-use assets | 35,813 | 0 |
Non-cash additions to finance lease liabilities, including current maturities | 35,813 | 0 |
Non-cash additions to operating right-of-use assets | 3,352 | 8,715 |
Non-cash additions to operating lease liabilities, including current maturities | (512) | (8,676) |
26,000,000 shares of NexTier common stock issued in exchange for Alamo ownership | (82,323) | 0 |
Total contingent consideration | $ (45,944) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - shares shares in Millions | Aug. 31, 2021 | Sep. 30, 2021 |
Alamo | ||
Equity interest issued (in shares) | 26 | 26 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Operations | Basis of Presentation and Nature of Operations The accompanying unaudited condensed consolidated financial statements were prepared using United States Generally Accepted Accounting Principles ("GAAP") and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read together with the Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the "SEC") on February 24, 2021. 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 unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company's financial position as of September 30, 2021 and the results of its operations and cash flows for the three and nine months ended September 30, 2021 and 2020. Such adjustments are of a normal recurring nature. All intercompany transactions and balances have been eliminated. 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." 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. All of these costs are recorded within merger and integration costs on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note (3) Mergers and Acquisitions in Part I, "Item 8. Financial Statements and Supplementary" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for further information. In addition, on March 9, 2020, the Company completed the divestiture of its Well Support Services Segment ("WSS Sale"). For more details regarding the WSS Sale, refer to Note (14) Business Segments . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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. Every reporting period, the Company reassess the value of any contingent consideration assumed as part of a business acquisition. 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 non-monetary 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. Since the acquisition date, Alamo has adopted all of the Company's accounting policies. (b) Revenue Recognition 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 to 60 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. 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. For those contracts with a term of more than one year, the Company had approximately $30.7 million of unsatisfied performance obligations as of September 30, 2021, 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. Payment terms after invoicing are typically 30 to 60 days. 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 Condensed Consolidated Statements of Operations and Comprehensive Loss and net cash provided by operating activities in the Condensed Consolidated 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 Note (14) 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 Condensed Consolidated Statements of Operations and Comprehensive 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 Condensed Consolidated Statements of Operations and Comprehensive 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. All revenues from Alamo will be recognized in the West Texas region of the Company's Completions segment. 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. Historical Segment: Well Support Services Segment On March 9, 2020, the Company completed the divestiture of its Well Support Services Segment. For additional information, see Note (14) Business Segments . Through its rig services line, the Company had provided workover and well servicing rigs that were primarily used for routine repair and maintenance of oil and gas wells, re-drilling operations and plug and abandonment operations. These services were provided on an hourly basis at prices that approximate spot market rates. A field ticket was 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 used to provide 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 used to provide 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 three and nine months ended September 30, 2021 and 2020 were as follows: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 (Thousands of Dollars) (Thousands of Dollars) Completion Services WC&I Well Support Services Total Completion Services WC&I Well Support Services Total Geography Northeast $ 64,140 $ 4,859 $ — $ 68,999 $ 177,448 $ 16,978 $ — $ 194,426 Central 72,861 — — 72,861 162,410 — — 162,410 West Texas 168,176 20,902 — 189,078 407,643 49,511 — 457,154 West 50,511 1,336 — 51,847 60,794 3,335 — 64,129 International 10,379 — — 10,379 35,592 — — 35,592 $ 366,067 $ 27,097 $ — $ 393,164 $ 843,887 $ 69,824 $ — $ 913,711 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 (Thousands of Dollars) (Thousands of Dollars) Completion Services WC&I Well Support Services Total Completion Services WC&I Well Support Services Total Geography Northeast $ 58,099 $ 3,704 $ — $ 61,803 $ 217,752 $ 16,728 $ — $ 234,480 Central 20,139 — — 20,139 100,654 7,478 — 108,132 West Texas 55,416 5,094 — 60,510 388,413 48,830 8,373 445,616 West 9,278 861 — 10,139 108,004 10,698 49,556 168,258 International 11,084 — — 11,084 31,041 — 31,041 $ 154,016 $ 9,659 $ — $ 163,675 $ 845,864 $ 83,734 $ 57,929 $ 987,527 (c) Long-Lived Assets with Definite Lives Property and equipment, inclusive of equipment under finance 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 determines the estimate of the useful lives and salvage values of property and equipment on expected utilization, technological change and effectiveness of its maintenance programs. Depreciation methods, useful lives and residual values are reviewed annually or as needed based on activities related to specific assets. 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. 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 Condensed Consolidated Statements of Operations and Comprehensive 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. Depreciation methods, useful lives and residual values are reviewed annually. 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 2021, the Company reassessed the estimated useful lives of select machinery and equipment, concluding that due to a decrease in service intensity for select machinery and equipment driven by operational parameters required to maximize natural gas substitution and longer major component lives attributable to equipment health monitoring and predictive maintenance from our proprietary digital NexHub platform and data science efforts, the useful lives of select machinery and equipment should be increased by 1-2 years depending on the specific asset class. 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, 2021. This change resulted in a decrease in depreciation expense and decrease in net loss during the three and nine months ended September 30, 2021 of $7.5 million and 29.1 million, respectively, in the Consolidated Statement of Operations and Comprehensive Loss. On May 9, 2021, one of the Company’s hydraulic frac fleets operating in the Permian Basin was involved in an accidental fire, which resulted in a complete loss of the equipment; no parties were injured as a result of this incident. In the second quarter of 2021, the Company recognized a $21.7 million receivable related to insurance proceeds in other current assets for replacement costs of the damaged equipment, which offset the $12.0 million loss recognized on the damaged equipment and costs to remove the equipment. The resulting gain of $9.7 million was recognized in the second quarter of 2021, in other income (expense), net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended September 30, 2021 the Company has received an additional $1.2 million in insurance proceeds, offset by additional costs of $0.5 million. The resulting additional gain of $0.7 million was recognized in the third quarter of 2021 in other income (expense), net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Amortization on definite-lived intangible assets is calculated on the straight-line method over the estimated useful lives of the assets, which range from 2 to 15 years. The majority of the Company's definite lived intangible assets include customer contracts and technology. Property and equipment and definite-lived intangible assets (“Long-lived Assets”) are evaluated on a quarterly basis to identify events or changes in circumstances, referred to as triggering events that indicate the carrying value of certain property and equipment may not be recoverable or upon the occurrence of a triggering event. An impairment loss is recorded in the period in which it is determined that the carrying amount of Long-lived Asset is not recoverable. The determination of recoverability is made based upon the estimated 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 with such cash flows to be realized over the estimated remaining useful life of the primary asset within the asset group. The Company determined the lowest level of identifiable cash flows that are independent of other asset groups to be primarily at the service line level. The Company's asset groups consist of fracturing services, wireline, cementing, and coiled tubing, except for an entity level asset group for Long-lived Assets that do not have identifiable independent cash flows. Estimates of undiscounted future net cash flows of assets groups are projected based on estimates of projected revenue growth, unit count, utilization, pricing, gross profit rates, SG&A rates, working capital fluctuations and capital expenditures. Forecasted cash flows take into account known market conditions as of the assessment date, and management’s anticipated business outlook. A terminal period is used to reflect an estimate of stable, perpetual growth. If the estimated undiscounted future net cash flows for a given asset group is less than the carrying amount of the asset groups, an impairment loss is determined by comparing the estimated fair value with the carrying value of the related asset groups. The impairment loss is then allocated across the asset group's major classifications. During the first quarter of 2020, management determined the reductions in commodity prices driven by the potential impact of the novel COVID-19 pandemic and global supply and demand dynamics coupled with the sustained decrease in the Company’s share price were deemed triggering events. As a result of the triggering event, recoverability testing was performed and it was determined that the estimated undiscounted future net cash flow for all asset groups was greater than the carrying amount of their related assets and no impairment loss was recorded. The Company did not recognize any impairment charges related to the Company’s long-lived assets for the three and nine months ended September 30, 2021 or 2020. (d) 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 depreciation and amortization expense on the Condensed Consolidated Statements of Operations and Comprehensive Loss. For finance leases where the Company has determined it is reasonably certain to exercise a purchase option to acquire the underlying asset, the lessee amortizes the ROU asset to the later of the end of the underlying asset’s useful life or lease term and records this amortization in depreciation and amortization expense on the Condensed Consolidated 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 Condensed Consolidated 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 Condensed Consolidated 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. (e) 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 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 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 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 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. In addition, we evaluate the terms of our operating agreements and other contracts, if any, to determine whether they contain embedded components that are required to be bifurcated and accounted for separately as derivative financial instruments. For additional detailed information regarding derivatives, see Note (8) Derivatives . (f) 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. 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 Condensed Consolidated 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. For additional information, see Note (10) Stock-Based Compensation . |
Alamo Acquisition
Alamo Acquisition | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Alamo Acquisition | Alamo Acquisition On August 31, 2021 (the “Alamo Acquisition Date”), the Company completed the Alamo Acquisition in accordance with the terms of the Purchase Agreement, dated as of August 4, 2021 (the “Purchase Agreement”), by and among the Company, NexTier Completion Solutions Inc., Alamo Frac Holdings, LLC, Alamo and the “owner group” identified therein. The Company acquired 100% of Alamo. The Alamo Acquisition was completed for cash consideration of $100.0 million, equity consideration of 26 million shares of the Company's common stock valued at $82.3 million, post-closing services valued at $30 million, an estimated $15.9 million of contingent consideration, $7.4 million of non contingent consideration, and a net working capital settlement to be finalized in the fourth quarter of 2021. The contingent consideration includes the Tier II Upgrade Payment and the Earnout Payments, which are contingent upon the achievement of certain performance targets, as described in the Purchase Agreement. The Company accounted for the Alamo Acquisition using the acquisition method of accounting. The aggregate purchase price noted above was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition. The measurements of some assets acquired and liabilities assumed, such as intangible assets and the earnout were based on inputs that are not observable in the market and thus represent Level 3 inputs. The fair value of acquired property and equipment were based on both available market data and a cost approach. The following table summarizes the fair value of the consideration transferred in the Alamo Acquisition and the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the Alamo Acquisition Date: Total Purchase Consideration (Thousands of Dollars) Cash consideration (1) $ 100,000 Equity consideration 82,323 Post close services 30,000 Contingent consideration 15,944 Non contingent consideration 7,370 Total purchase consideration 235,637 Cash 7,419 Trade and accounts receivable 50,619 Inventories 1,726 Prepaid and other current assets 19,654 Assets held for sale 3,282 Property and equipment 114,705 Intangible assets 27,113 Finance lease right-of-use assets 35,813 Other noncurrent assets 1,676 Total identifiable assets acquired 262,007 Accounts payable 39,101 Accrued expenses 38,000 Current maturities of long-term finance lease liabilities 10,125 Long-term finance lease liabilities 25,688 Non-current liabilities 971 Total liabilities assumed 113,885 Goodwill 87,515 Total purchase consideration $ 235,637 (1) Includes $32.3 million of payments for indebtedness on behalf of Alamo. Goodwill is calculated as the excess of the consideration transferred over the fair value of the net assets acquired. All the goodwill recognized for the Alamo acquisition is recognized in the Completions segment and is tax deductible with an amortization period of 15 years. The goodwill in this acquisition was primarily attributable to Alamo's organized workforce and potential synergies. Intangible assets related to the Alamo acquisition consisted of the following: (Thousands of Dollars) Weighted average remaining amortization period (Years) Gross Carrying Amounts Trademarks 1.5 $ 2,409 Non-compete agreements 3 1,310 Customer relationships 7.33 23,394 Total $ 27,113 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 earnings derived from the existing customer relationships and then deducted portions of the earnings that could be attributed to supporting assets that contribute to the generation of said earnings. Estimated cash flows were discounted at the cost of equity based on the assumption that the intangible asset would be financed with 100% equity. For the valuation of the trademarks intangible asset within the Completions Services segment, management used the relief from royalty method to reflect the after tax royalty savings attributable to owning the intangible asset. Management used the return on asset method to determine an implied royalty rate since a royalty rate was not available in the Company's industry. For the valuation of the non-compete agreements intangible asset within the Completions Services segment, management used the incremental cash flow (''with/without") method. The Company has recognized $19.0 million in indemnification assets related to an ongoing sales & use tax audit and other indemnified liabilities under the Purchase Agreement. The following transactions were recognized separately from the acquisition of assets and assumptions of liabilities in the Alamo Acquisition. Merger costs consist of legal and professional fees. Integration costs consist of expenses incurred to integrate Alamo's operations with that of the Company, including retention bonuses and severance payments. The expenses for all these transactions were expensed as incurred and are presented in Merger and integration in the condensed consolidated statements of operations and comprehensive loss. (Thousands of Dollars) Transaction Type Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Merger $ 4,552 $ 4,662 Integration 200 268 Total merger and integration costs $ 4,752 $ 4,930 The following combined pro forma information assumes the Alamo Acquisition occurred on January 1, 2020. The pro forma information presented below is for illustrative purposes only and does not reflect future events that occurred after September 30, 2021 or any operating efficiencies or inefficiencies that resulted from the Alamo Acquisition. The information is not necessarily indicative of results that would have been achieved had the Company controlled Alamo during the period presented. Pro forma adjustments related to the elimination of historical interest expense for debt paid off as part of the Alamo Acquisition were $2.7 million and $5.4 million for the nine months ended September 30, 2021 and 2020, respectively. (Thousands of Dollars) Unaudited Nine Months Ended September 30, 2021 2020 Revenue $ 1,124,136 $ 1,170,276 Net income (loss) (116,291) (266,435) Net income (loss) per share (basic) (0.48) (1.11) Net income (loss) per share (diluted) (0.48) (1.11) The Company’s condensed consolidated statement of operations and comprehensive loss for the three months ended and nine months ended September 30, 2021 includes revenue of $34.8 million and net income of $3.0 million from the Alamo operations, from September 1, 2021 to September 30, 2021. As of September 30, 2021, there have been no changes to the fair value of the contingent consideration compared to the Acquisition Date. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill is allocated across three reporting units: Completion Services, Well Construction and Intervention Services and Well Support Services reporting units. At the reporting unit level, the Company tests goodwill for impairment on an annual basis as of October 31 of each year, or when events or changes in circumstances, referred to as triggering events, indicate the carrying value of goodwill may not be recoverable and that a potential impairment exists. Judgment is used in assessing whether goodwill should be tested for impairment more frequently than annually. Factors such as unexpected adverse economic conditions, competition, market changes, and other external events may require more frequent assessments. During the first quarter of 2020, a significant decline in the Company's share price, which resulted in the Company's market capitalization dropping below the book value of equity, as well as reductions in commodity prices driven by the potential impact of the COVID-19 pandemic and global supply and demand dynamics were deemed triggering events that led to a test for goodwill impairment. The impairment testing methodologies for the first quarter 2020 are discussed below. Income approach The income approach impairment testing methodology is based on a discounted cash flow model, which utilizes present values of cash flows to estimate fair value. For the Completions and Well Construction and Intervention reporting units, the future cash flows were projected based on estimates of projected revenue growth, unit count, utilization, pricing, gross profit rates, SG&A rates, working capital fluctuations and capital expenditures. Forecasted cash flows took into account known market conditions as of March 31, 2020, and management’s anticipated business outlook. A terminal period was used to reflect an estimate of stable, perpetual growth. The terminal period reflects a terminal growth rate of 2.5%. The future cash flows were discounted using a market-participant risk-adjusted weighted average cost of capital (“WACC”) of 19.9% for the Completions reporting unit and 22.4% for the Well Construction and Intervention reporting unit. These assumptions were derived from both observable and unobservable inputs and combined reflect management’s judgments and assumptions. Market approach T he market approach impairment testing methodology is based upon the guideline public company method and the guideline transaction method. The application of the guideline public company method was based upon selected public companies operating within the same industry as the Company. Based on this set of comparable competitor data, operational multiples were derived for the reporting units weighted based on management’s assessment of reliability. The selected market multiples for the guideline public company method were forward-looking enterprise value to revenue and enterprise value to EBITDA multiples, with multiples ranging from 0.5x to 0.6x for revenues and from 3.3x to 6.2x for EBITDA. The application of the guideline transaction method was based upon valuation multiples derived from actual control transactions for comparable companies. Based on this, valuation multiples are derived from historical data of selected transactions, then evaluated and adjusted, if necessary, based on the strengths and weaknesses of the subject reporting unit relative to each acquired guideline company. The selected market multiples for the guideline transaction method were enterprise value to revenue and enterprise value to book value of invested capital, with multiples ranging from 0.7x to 2.1x for revenues and from 0.6x to 1.3x for book value of invested capital. The fair value determined under the market approach is sensitive to these market multiples, and a decline in any of the multiples could reduce the estimated fair value of the reporting unit below its carrying value. Earnings estimates were derived from unobservable inputs that require significant estimates, judgments and assumptions as described in the income approach. Reconciliation of value and goodwill impairment conclusion The estimated fair value determined under the income approach was consistent with the estimated fair value determined under the market approach. The concluded fair value for both reporting units consisted of a weighted average, with a 40.0% weighted under the income approach and 60.0% weight under the market approach. Market data in support of the implied control premium were used in this reconciliation to corroborate the estimated reporting unit fair values with the Company's overall market-indicated value. The results of the Step 1 impairment testing for goodwill resulted in the Company recognizing an impairment expense of $32.6 million during the first quarter of 2020, consisting of $32.2 million related to the Completions Services reporting unit and $0.4 million representing the entire balance of goodwill for the Well Construction and Intervention reporting unit. The Company assessed and determined there were not any triggering events in the first three quarters of 2021. During the second quarter of 2021, the Company completed an acquisition for total cash consideration of $2.5 million. The transaction resulted in additional goodwill of $0.7 million recorded under the Completion Services reporting unit. During the third quarter of 2021, the Company acquired Alamo for total transaction valuation of $235.6 million. The transaction resulted in additional goodwill of $87.5 million recorded under the Completion Services reporting unit. (Thousands of Dollars) Goodwill as of December 31, 2020 $ 104,198 Completions Acquisition 733 Alamo Acquisition 87,515 Goodwill as of September 30, 2021 $ 192,446 |
Inventories, net
Inventories, net | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net, consisted of the following as of September 30, 2021 and December 31, 2020: (Thousands of Dollars) September 30, December 31, Sand, including freight $ 10,911 $ 5,096 Chemicals and consumables 4,437 2,993 Materials and supplies 22,760 21,979 Total inventory, net $ 38,108 $ 30,068 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt at September 30, 2021 and December 31, 2020 consisted of the following: (Thousands of Dollars) September 30, December 31, 2018 Term Loan Facility $ 338,625 $ 341,250 2021 Equipment Loan 39,428 — Less: Unamortized debt discount and debt issuance costs (5,031) (5,710) Total debt, net of unamortized debt discount and debt issuance costs 373,022 335,540 Less: Current portion (11,186) (2,252) Long-term debt, net of unamortized debt discount and debt issuance costs $ 361,836 $ 333,288 Below is a summary of the Company’s credit facilities outstanding as of September 30, 2021: (Thousands of Dollars) 2021 Equipment Loan 2019 ABL Facility 2018 Term Loan Facility Original facility size $ 46,500 $ 450,000 $ 350,000 Outstanding balance $ 39,428 $ — $ 338,625 Letters of credit issued $ — $ 23,200 $ — Available borrowing base commitment n/a $ 154,131 n/a Interest Rate (1) 5.25 % LIBOR or base rate plus applicable margin LIBOR or base rate plus applicable margin Maturity Date June 1, 2025 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 and the 2021 Equipment Loan for the next five years are presented below: (Thousands of Dollars) Year-end December 31, 2021 $ 2,351 2022 13,634 2023 14,187 2024 14,768 2025 333,113 $ 378,053 ABL Revolving Credit Facility 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 $2.5 million and $3.1 million as of September 30, 2021 and December 31, 2020, respectively, and are recorded in other noncurrent assets on the consolidated balance sheets. During the first quarter of 2020, the Company provided notice to the lenders to borrow a total of $175 million under the 2019 ABL Facility. The interest rates for the $150.0 million LIBOR borrowing and $25.0 million Base Rate borrowing were 2.125% and 3.75%, respectively. During the second quarter of 2020, the Company repaid the $150.0 million LIBOR borrowing and the $25.0 million Base Rate borrowing and did not incur any penalties. Equipment Loan On August 20, 2021, the Company entered into the Master Loan and Security Agreement (the “Master Agreement”) with Caterpillar Financial Services Corporation. The Master Agreement provides for secured equipment financing term loans in an aggregate amount of up to $46.5 million (the “Equipment Loans”). The Equipment Loans may be drawn in multiple tranches, with each loan evidenced by a separate promissory note. On September 3, 2021 entered into a term note for $39.4 million (the “Note”) for an equipment financing loan. The Note will bear interest at a rate of 5.25% per annum and has a maturity date of June 1, 2025. The Company will amortize $0.2 million in debt issuance costs and debt discount over the life of the loan. |
Significant Risks and Uncertain
Significant Risks and Uncertainties | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Significant Risks and Uncertainties | Significant Risks and Uncertainties Subsequent to the sale of the Well Support Services segment, the Company operates in two reportable segments: Completion Services and Well Construction and Intervention with significant concentration in the Completion Services segment. During the three months ended September 30, 2021 and 2020, sales to Completion Services customers represented 93% and 94% of the Company's consolidated revenue, respectively. During the nine months ended September 30, 2021 and 2020, sales to Completion Services customers represented 92% and 86% of the Company's consolidated revenue. 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. 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 some of these announcements, the oversupply of hydraulic fracturing equipment persisted, resulting in a continuation of highly competitive market conditions into 2020. In late first quarter of 2020, the industry faced sudden and unprecedented circumstances, including major shocks to both supply and demand. COVID-19 has resulted in significant demand destruction for oil products, driven by a significant slowdown in economic activity throughout the U.S. and abroad. This resulted in a rapid and significant decline in crude oil prices and an increasingly utilized storage network, limiting distribution outlets and optionality for production and further exacerbating price declines. U.S. exploration and production companies responded with drastic reductions in budgets and outright completion stoppages. As a result, from the first quarter of 2020 to the third quarter of 2020, the average U.S. active rig count decreased by approximately 68% to 254 rigs. Commodity prices have recovered from the 2020 downturn, and oil and natural gas prices are both trading above pre-COVID-19 levels. The rig count averaged 496 in the third quarter of 2021, 95% higher than the third quarter of 2020. The rig count was 521 at the end of the third quarter of 2021. Significant customers are those that individually account for 10% or more of the Company's consolidated revenue or total accounts receivable. For the three months ended September 30, 2021, revenue from one customer individually represented more than 10% of the Company's consolidated revenue. This customer represented 15% or $60.8 million of our consolidated revenue in the Completions Services segment. For the three months ended September 30, 2020, revenue from four customers individually represented more than 10% of the Company's consolidated revenue. These customers represented 19% or $30.6 million, 14% or $22.7 million, 13% or $22.2 million and 13% or $21.9 million, respectively, of our consolidated revenue in the Completions Services segment. For the nine months ended September 30, 2021, revenue from one customer individually represented more than 10% of the Company's consolidated revenue. This customer represented 12% or $113.6 million of our consolidated revenue in the Completions Services segment. For the nine months ended September 30, 2020, revenue from two customers individually represented more than 10% of the Company's consolidated revenue. These customers represented 16% or $161.9 million and 15% and $142.7 million, respectively, of our consolidated revenue in the Completions Services segment. For the three months ended September 30, 2021, purchases from the Company's top supplier represented approximately 5% of the Company's overall purchases, while for the nine months ended September 30, 2021, the Company's top supplier represented approximately 6% of the Company's overall purchases. For the three months ended September 30, 2020, purchases from the Company's top supplier represented approximately 7% of the Company's overall purchases. For the nine months ended September 30, 2020, purchases from the Company's top supplier represented approximately 5% of the Company's overall purchases. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2021 | |
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 March 9, 2020, the Company sold its Well Support Services segment to Basic Energy Services, Inc. (“Basic”) for $93.7 million of total proceeds, including $59.4 million in cash, before transaction costs, escrowed amounts, and subject to customary working capital adjustments, for a net of $53.3 million received at close, and $34.4 million of par value Senior Secured Notes, with 10.75% coupon rate, (“WSS Notes”) previously issued by Basic. On July 29, 2020, the Company agreed to use the escrowed amount in the final settlement of the working capital reconciliation. Under the terms of the agreement, the WSS Notes were accompanied by a make-whole guarantee at par value, which guaranteed the payment of $34.4 million to NexTier after the WSS Notes were held to the one-year anniversary of March 9, 2021. The cash equivalent make-whole was issued under a fund guarantee by Ascribe III Investments LLC ("Ascribe"), a private equity investment firm with approximately $1.0 billion in assets under management. In the event of a Basic restructuring or a credit rating downgrade in conjunction with a change in control prior to the one-year anniversary, the make-whole guarantee accelerates the WSS Notes to par value of $34.4 million. NexTier was entitled to semi-annual interest payments on the WSS Notes based on the 10.75% annual coupon throughout the holding period. The Company identified the make-whole guarantee as an embedded derivative and bifurcated the valuation of the WSS Note and the make-whole guarantee. The Company elected the fair value option for the WSS Notes at the inception of the transaction. The fair value on the date of the transaction for the make-whole derivative and WSS Notes was $12.2 million and $22.2 million, respectively, and resulted in a gain on divestiture of $8.7 million. The fair value of the WSS Notes and the make-whole guarantee are measured at the end of each reporting period. Gains and losses recognized in relation to these instruments are recognized in net income. The fair value of the WSS Notes and make-whole guarantee were recorded in Other Current Assets. See Note (14) Business Segments for further discussion. On March 31, 2021, the Company received a $34.4 million cash payment from Ascribe in full settlement of the WSS Notes and the make-whole guarantee. At the time of the cash payment, the WSS Notes and make-whole guarantee had a fair value of $33.6 million, resulting in a realized gain on settlement of $0.8 million. This gain is recorded within other income (expense) on the Consolidated Statements of Operations and Comprehensive Loss. On May 25, 2018, the Company, and certain subsidiaries of the Company as guarantors, entered into a term loan facility (the "2018 Term Loan Facility") with each lender from time to time party thereto and Barclays Bank PLC, as administrative agent and collateral agent. The 2018 Term Loan Facility has an initial aggregate principal amount of $350.0 million and proceeds were used to repay the Company's pre-existing 2017 term loan facility. The 2018 Term Loan Facility has a variable interest rate based on the London Interbank Offer Rate ("LIBOR"), subject to a 1.0% floor. In June 2018, the Company executed a new off-market interest rate swap effective through March 31, 2025 to hedge 50% of its expected LIBOR exposure matching the swap to the 1-month LIBOR, 1% floor, of the 2018 Term Loan Facility, and terminated the pre-existing interest rate swaps. After completing all appropriate accounting treatment, including the $3.5 million of deferred gains in accumulated other comprehensive loss for the pre-existing interest rate, the new interest rate swap was designated in a new cash flow hedge relationship. 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 September 30, 2021: Other current liability $ (2,865) $ — $ (2,865) $ — $ (2,865) Other noncurrent liability (5,314) — (5,314) — (5,314) As of December 31, 2020: Other current asset $ — $ 27,243 $ 27,243 $ — $ 27,243 Other current liability (2,861) — (2,861) — (2,861) Other noncurrent liability (8,260) — (8,260) — (8,260) (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): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Location Amount of gain (loss) recognized in total other comprehensive loss on derivative $ (46) $ (453) $ 785 $ (6,068) OCI Amount of loss reclassified from accumulated other comprehensive loss into earnings (694) (673) (2,043) (1,662) Interest Expense The gain (loss) recognized in other comprehensive loss for the derivative instrument is presented within hedging activities in the Condensed Consolidated Statements of Operations and Comprehensive Loss. There were no gains or losses recognized in earnings as a result of excluding amounts from the assessment of hedge effectiveness. Based on recorded values as of September 30, 2021, $2.9 million of net losses will be reclassified from accumulated other comprehensive loss into earnings within the next 12 months. See Note (9) Fair Value Measurements and Financial Information for discussion on fair value measurements related to the Company's derivative instruments. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Information | 9 Months Ended |
Sep. 30, 2021 | |
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. As of September 30, 2021, the Company's financial instruments consisted of cash and cash equivalents, accounts receivable, equity security investments, accounts payable, accrued expenses, derivative instruments, long-term debt and lease obligations. As of September 30, 2021 and December 31, 2020, the carrying values of the Company's financial instruments, included in its condensed consolidated balance sheets, approximated or equaled their fair values. Recurring Fair Value Measurement As of September 30, 2021 the Company has four financial instruments measured at fair value on a recurring basis which are its interest rate derivative, see Note (8) Derivatives above, its equity security investment, the Earnout Payments and Tier II Upgrade Payments related to the Alamo acquisition and as described in the Purchase Agreement. The equity security investment is composed primarily of common equity shares in a publicly traded company, acquired at a fair value of $5.3 million. During the three and nine months ended September 30, 2021, the Company recognized an unrealized loss of $0.5 million and an unrealized loss of $3.2 million, respectively, on its equity security investment, which is recorded within other income (expense) on the Condensed Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2020, the Company had four financial instrument measured on a recurring basis which was its interest rate derivative, make-whole derivative, WSS Notes, see Note (8) Derivatives above, and equity security investment. The interest rate derivative, make-whole derivative, WSS Notes, and the equity security investment are presented within other current assets in the condensed consolidated balance sheets. The fair market value of the financial instruments reflected on the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020 were determined using industry-standard models that consider various assumptions, including current market and contractual rates for the underlying instrument, time value, implied volatilities, nonperformance risk as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout 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 September 30, 2021 and December 31, 2020 (in thousands of dollars): Fair value measurements at reporting date using September 30, 2021 Level 1 Level 2 Level 3 Assets: Equity security investment $ 4,702 $ 4,702 $ — $ — Liabilities: Earnout Payments $ (9,424) $ — $ — $ (9,424) Tier II Upgrade Payment $ (6,520) $ — $ (6,520) $ — Interest rate derivative $ (8,179) $ — $ (8,179) $ — Fair value measurements at reporting date using December 31, 2020 Level 1 Level 2 Level 3 Assets: Make-whole derivative $ 27,243 $ — $ 27,243 $ — WSS Note 6,322 — 6,322 — Equity security investment 11,263 11,263 — — Liabilities: Interest rate derivative $ (11,121) $ — $ (11,121) $ — Non-Recurring Fair Value Measurement At March 31, 2020 and September 30, 2020, the Company determined the reductions in commodity prices driven by the impact of the novel COVID-19 virus and global supply and demand dynamics represented triggering events that may indicate that the carrying value of the Company's indefinite-lived assets and long-lived assets may not be recoverable. After further evaluation, the Company recognized impairment expense of $32.6 million and no impairment expense in the first and third quarter of 2020, respectively. See Note (4) Goodwill . The Company assessed and determined there were no triggering events during the other two quarters in 2020. During each quarter of 2021, the Company has assessed and determined there were no triggering events. 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 $135.5 million and $276.0 million as of September 30, 2021 and December 31, 2020, respectively, which exceeded Federal Deposit Insurance Corporation insured limits. The Company regularly monitors these institutions' financial condition. The credit risk from the derivative contracts 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 to 60 days. Significant customers are those that individually account for 10% or more of the Company's consolidated revenue or total accounts receivable. As of September 30, 2021, trade receivables from one customer individually represented 13% of the Company's total trade receivables. As of December 31, 2020, trade receivables from the Company's top customer individually represented 17% of the Company's total trade receivables. 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 September 30, 2021, the Company had $4.9 million in allowance for credit losses. As of December 31, 2020, the Company had $2.7 million in allowance for credit losses, including the increase of $1.5 million from the adoption of ASU 2016-13. The Company recognized $0.9 million and $2.1 million of bad debts, net of recoveries during the three and nine months ended September 30, 2021, respectively. During the third quarter of 2020, the Company recovered $5.3 million of accounts receivable, which resulted in a net credit in bad debt expense of $4.6 million during the three months ended September 30, 2020 and $0.3 million of bad debt expense during the nine months ended September 30, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021, the Company has four types of stock-based compensation outstanding under its Equity Award Plans: (i) restricted stock awards issued to independent directors and certain executives and employees, (ii) restricted stock units issued to executive officers and key management employees, (iii) non-qualified stock options issued to executive officers and (iv) performance-based stock units issued to executive officers and key management employees. The following table summarizes stock-based compensation costs for the three and nine months ended September 30, 2021 and 2020 (in thousands of dollars): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Restricted stock awards $ 300 $ 406 $ 1,065 $ 1,192 Restricted stock time-based unit awards 4,100 3,271 10,318 15,985 Non-qualified stock options — 100 76 804 Restricted stock performance-based unit awards 2,950 971 5,983 3,170 Equity-based compensation cost 7,350 4,748 17,442 21,151 Tax Benefit (1,151) (1,138) (3,573) (5,076) Equity-based compensation cost, net of tax $ 6,199 $ 3,610 $ 13,869 $ 16,075 Performance-based RSU awards |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2021 | |
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. 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 Equity Awards Plans, had been issued. Anti-dilutive securities represent potentially dilutive securities which 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 income (loss) per share computations is as follows (in thousands of dollars): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (43,994) $ (102,433) $ (130,277) $ (286,677) Denominator: Basic weighted-average common shares outstanding (1) 224,481 214,251 218,499 213,620 Dilutive effect of restricted stock awards granted to Board of Directors — 195 214 139 Dilutive effect of time-based restricted stock awards granted under the Equity Plan 1,166 14 957 16 Dilutive effect of performance-based restricted stock awards granted under the Equity Plan 511 1,221 321 981 Diluted weighted-average common shares outstanding (1) 226,158 215,681 219,991 214,756 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of September 30, 2021 and December 31, 2020, the Company had $0.5 million and $4.9 million of deposits on equipment, including deposits acquired through the C&J Merger, respectively. Outstanding purchase commitments on equipment were $60.3 million and $23.4 million, as of September 30, 2021 and December 31, 2020, respectively. Aggregate minimum commitments under long-term raw material supply contracts for the next five years as of September 30, 2021 are listed below: (Thousands of Dollars) 2021 $ 4,204 2022 19,145 2023 5,280 2024 1,190 2025 — $ 29,819 Litigation From time to time, the Company is subject to legal and administrative proceedings, settlements, investigations, claims and actions, as is typical of the industry. These claims include, but are not limited to, contract claims, environmental claims, employment related claims, claims alleging injury or claims related to operational issues. The Company's assessment of the likely outcome of litigation matters is based on its judgment of a number of factors, including experience with similar matters, past history, precedents, relevant financial information and other evidence and facts specific to the matter. In accordance with GAAP, the Company accrues for contingencies where the occurrence of a material loss is probable and can be reasonably estimated, based on the Company's best estimate of the expected liability. The Company may increase or decrease its legal accruals in the future, on a matter-by-matter basis, to account for developments in such matters. Notwithstanding the uncertainty as to the final outcome and based upon the information currently available to it, the Company does not currently believe these matters in aggregate will have a material adverse effect on its financial position or results of operations. 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 through indemnification. Regulatory Audits 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. As of December 31, 2020, the Company had recorded estimates of potential assessments for each audit totaling in the aggregate approximately $33.0 million. For one audit, in particular, the Company disagreed with many aspects of the state’s assessment and began to contest the state’s position through administrative procedures. During the first quarter of 2021, the Company obtained additional information that resulted in a reduction of the Company's accrual related to this tax audit by $13.3 million. During the second quarter of 2021, the Company further reduced the accrual related to this tax audit by $8.8 million, after taking into account additional information obtained, including refund claims relating to such periods. The Company received a final settlement offer from Texas Attorney General Office on September 8, 2021 for $3.7 million, which resulted in an additional reduction to the accrual by $2.8 million. These reductions were recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Alamo is subject to regulatory audits by state taxing jurisdictions it operates in. There was an ongoing tax audit when the Alamo Acquisition was completed. The Company evaluated the potential assessment and exposures for all taxing jurisdictions and recorded an estimate of $17.7 million. The estimate is included in the purchase price allocation disclosed under Note (3) Alamo Acquisition. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Cerberus Operations and Advisory Company, Cerberus Capital Management, L.P., and Cerberus Technology Solutions LLC, affiliates of the Company's principal equity holder, provide certain consulting services to the Company. The Company paid $0.1 million and $0.3 million during the three months ended September 30, 2021 and 2020, respectively, for these services. The Company paid $0.3 million and $2.1 million during the nine months ended September 30, 2021 and 2020, respectively.As part of the Purchase Agreement, the Company agreed to provide certain post-closing services to Alamo Frac Holdings, LLC valued at $30.0 million in the aggregate. During the three and nine months ended September 30, 2021, the Company provided services to Alamo Frac Holdings, LLC of $3.2 million as part of the Purchase Agreement. The Company has a remaining customer contract liability related to these services of $26.8 million as of September 30, 2021. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2021 | |
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. In 2019, 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. On March 9, 2020, the Company announced it had completed the divestiture of its Well Support Services segment. As a result of the changes to operating segments, the Company revised its reportable segments subsequent to the completion of the C&J Merger and Well Support Services segment divestiture. For the period from after the C&J merger and prior to the WSS divestiture, the Company’s revised reportable segments were: (i) Completion Services, (ii) Well Construction and Intervention (“WC&I”) and (iii) Well Support Services. Subsequent to the WSS divestiture, the Company's reportable segments were (i) Completion Services, and (ii) Well Construction and Intervention (“WC&I”) 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 subsequent to the C&J merger, 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. All of Alamo's financial results are included in the Completions Services segment. 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. Historical Segment: Well Support Services The Company’s Well Support Services segment consisted of the following businesses and service lines: (1) rig services; (2) fluids management services; and (3) other specialty well site services. On March 9, 2020, the Company completed the divestiture of its Well Support Services segment for $93.7 million of total proceeds, including $59.4 million in cash, before transaction costs, escrowed amounts, and subject to customary working capital adjustments, for a net of $53.3 million received at close, and $34.4 million of par value Senior Secured Notes, with 10.75% coupon rate, ("WSS Notes") previously issued by Basic. This resulted in a gain on divestiture of $8.7 million. The gain is recorded within (Gain) Loss on Disposal of Assets on the Condensed Consolidated Statements of Operations and Comprehensive Loss. Income per share for the three months ended March 31, 2020 attributable to the divested Well Support Services segment was less than $0.01. On July 29, 2020, the Company received the escrowed cash amount in final settlement for working capital reconciliation. On March 31, 2021 the Company received a $34.4 million cash payment from Ascribe in full settlement of the WSS Notes and the make-whole guarantee. At the time of the cash payment, the WSS Notes and make-whole guarantee had a fair value of $33.6 million, resulting in a realized gain on settlement of $0.8 million recorded in other income (expense) on the Consolidated Statements of Operations and Comprehensive Loss. 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. (Thousands of Dollars) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operations by business segment Adjusted gross profit: Completion Services (1) $ 46,184 $ 15,145 $ 81,959 $ 144,676 WC&I (1) 2,905 (785) 7,337 8,811 Well Support Services (1) — — — 12,338 Total adjusted gross profit $ 49,089 $ 14,360 $ 89,296 $ 165,825 (1) Adjusted gross profit (loss) 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. Adjusted gross profit (loss) is defined as revenue less cost of services, further adjusted to eliminate items in cost of services that management does not consider in assessing ongoing performance. (Thousands of Dollars) Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Completion Services WC&I Well Support Services Total Completion Services WC&I Well Support Services Total Revenue $ 366,067 $ 27,097 $ — $ 393,164 $ 843,887 $ 69,824 $ — $ 913,711 Cost of Services 320,297 24,340 — 344,637 768,562 63,112 — 831,674 Gross profit excluding depreciation and amortization 45,770 2,757 — 48,527 75,325 6,712 — 82,037 Management adjustments associated with cost of services (1) 414 148 — 562 6,634 625 — 7,259 Adjusted gross profit $ 46,184 $ 2,905 $ — $ 49,089 $ 81,959 $ 7,337 $ — $ 89,296 (1) Adjustments relate to market-driven severance, leased facility closures, and restructuring costs incurred as a result of significant declines in crude oil prices resulting from demand destruction from the COVID-19 pandemic and global oversupply. (Thousands of Dollars) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Completion Services WC&I Well Support Services Total Completion Services WC&I Well Support Services Total Revenue $ 154,016 $ 9,659 $ — $ 163,675 $ 845,864 $ 83,734 $ 57,929 $ 987,527 Cost of Services 139,477 10,589 — 150,066 716,008 79,464 45,591 841,063 Gross profit excluding depreciation and amortization 14,539 (930) — 13,609 129,856 4,270 12,338 146,464 Management adjustments associated with cost of services (2) 606 145 — 751 14,820 4,541 — 19,361 Adjusted gross profit $ 15,145 $ (785) $ — $ 14,360 $ 144,676 $ 8,811 $ 12,338 $ 165,825 (2) Adjustments relate to market-driven severance and restructuring costs incurred as a result of significant declines in crude oil prices resulting from demand destruction from the COVID-19 pandemic and global oversupply. (Thousands of Dollars) September 30, 2021 December 31, 2020 Total assets by segment: Completion Services $ 1,112,324 $ 689,814 WC&I 68,087 62,959 Well Support Services — — Corporate and Other 237,564 405,115 Total assets $ 1,417,975 $ 1,157,888 Goodwill by segment: Completion Services $ 192,446 $ 104,198 WC&I — — Well Support Services — — Corporate and Other — — Total goodwill $ 192,446 $ 104,198 |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements (a) Recently Adopted Accounting Standards 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 adopted this standard on January 1, 2021, and there was no impact on the financial statements. (b) Recently Issued Accounting Standards In October 2021, the FASB issued ASU 2021-08 “Business Combinations (Topic 805) Accounting for Contract Assets and Contact Liabilities from Contracts with Customers”. ASU 2021-08 requires acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. This standard is effective beginning on December 15, 2022. The Company does not expect ASU 2021-08 to have any impact on its consolidated financial statements. In January 2021, the FASB issued ASU 2021-01 “Reference Rate Reform (Topic 848)”. ASU 2021-01 expands on the US GAAP guidance on contract modifications and hedge accounting related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This standard is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU 2020-10 “Codification Improvements”. ASU 2020-10 improves the clarity and consistency of various provisions in the Codification. The Company does not expect ASU 2020-10 to have any impact on the its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)” (“ASU 2020-06”). ASU 2020-06 simplifies the guidance on the issuer's accounting for convertible debt instruments and convertible preferred stock. The Company does not expect ASU 2020-06 to have any impact on the Company's consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, which is intended to provide temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This standard is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In January 2020, the FASB issued ASU 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)”, which clarifies the interaction between the accounting for investments in equity securities, investment in equity method and certain derivatives instruments. This standard is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. This standard is effective for fiscal years beginning after December 15, 2021 and the adoption is not expected to have any impact on the Company's consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events During the third quarter of 2021, negotiations on a contract extension with National Energy Services Reunited Corp. ("NESR") regarding an unconventional fracturing fleet ended with both parties mutually agreeing not to extend the contract for equipment and consulting services. The Company has begun an orderly wind-down for this operation in early fourth quarter of 2021, while continuing to support NESR during the transition period. Additionally, during the fourth quarter of 2021, the Company and NESR signed an agreement for the sale and payment of equipment and accompanying parts inventory. The Company will continue to operate in the Middle East with NESR through a consulting service agreement on another fracturing fleet and will continue to pursue additional partnering opportunities in the Middle East North Africa region as mutually beneficial to the Company and NESR. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying unaudited condensed consolidated financial statements were prepared using United States Generally Accepted Accounting Principles ("GAAP") and the instructions to Form 10-Q and Regulation S-X. |
Use of Estimates | The Company’s accounting policies are in accordance with GAAP. The preparation of financial statements in conformity with these accounting principles requires the Company to make estimates and assumptions that affect (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and (2) the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from the Company’s estimates. 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 and Asset Acquisitions | 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. Every reporting period, the Company reassess the value of any contingent consideration assumed as part of a business acquisition. 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 non-monetary 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. |
Revenue Recognition | Revenue Recognition 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 to 60 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. 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. For those contracts with a term of more than one year, the Company had approximately $30.7 million of unsatisfied performance obligations as of September 30, 2021, 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. Payment terms after invoicing are typically 30 to 60 days. 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 Condensed Consolidated Statements of Operations and Comprehensive Loss and net cash provided by operating activities in the Condensed Consolidated 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 Note (14) 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 Condensed Consolidated Statements of Operations and Comprehensive 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 Condensed Consolidated Statements of Operations and Comprehensive 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. All revenues from Alamo will be recognized in the West Texas region of the Company's Completions segment. 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. Historical Segment: Well Support Services Segment On March 9, 2020, the Company completed the divestiture of its Well Support Services Segment. For additional information, see Note (14) Business Segments . Through its rig services line, the Company had provided workover and well servicing rigs that were primarily used for routine repair and maintenance of oil and gas wells, re-drilling operations and plug and abandonment operations. These services were provided on an hourly basis at prices that approximate spot market rates. A field ticket was 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 used to provide 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 used to provide 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. |
Long-Lived Assets with Definite Lives | Long-Lived Assets with Definite Lives Property and equipment, inclusive of equipment under finance 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 determines the estimate of the useful lives and salvage values of property and equipment on expected utilization, technological change and effectiveness of its maintenance programs. Depreciation methods, useful lives and residual values are reviewed annually or as needed based on activities related to specific assets. 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. 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 Condensed Consolidated Statements of Operations and Comprehensive 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. Depreciation methods, useful lives and residual values are reviewed annually. 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 2021, the Company reassessed the estimated useful lives of select machinery and equipment, concluding that due to a decrease in service intensity for select machinery and equipment driven by operational parameters required to maximize natural gas substitution and longer major component lives attributable to equipment health monitoring and predictive maintenance from our proprietary digital NexHub platform and data science efforts, the useful lives of select machinery and equipment should be increased by 1-2 years depending on the specific asset class. 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, 2021. This change resulted in a decrease in depreciation expense and decrease in net loss during the three and nine months ended September 30, 2021 of $7.5 million and 29.1 million, respectively, in the Consolidated Statement of Operations and Comprehensive Loss. On May 9, 2021, one of the Company’s hydraulic frac fleets operating in the Permian Basin was involved in an accidental fire, which resulted in a complete loss of the equipment; no parties were injured as a result of this incident. In the second quarter of 2021, the Company recognized a $21.7 million receivable related to insurance proceeds in other current assets for replacement costs of the damaged equipment, which offset the $12.0 million loss recognized on the damaged equipment and costs to remove the equipment. The resulting gain of $9.7 million was recognized in the second quarter of 2021, in other income (expense), net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended September 30, 2021 the Company has received an additional $1.2 million in insurance proceeds, offset by additional costs of $0.5 million. The resulting additional gain of $0.7 million was recognized in the third quarter of 2021 in other income (expense), net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Amortization on definite-lived intangible assets is calculated on the straight-line method over the estimated useful lives of the assets, which range from 2 to 15 years. The majority of the Company's definite lived intangible assets include customer contracts and technology. Property and equipment and definite-lived intangible assets (“Long-lived Assets”) are evaluated on a quarterly basis to identify events or changes in circumstances, referred to as triggering events that indicate the carrying value of certain property and equipment may not be recoverable or upon the occurrence of a triggering event. An impairment loss is recorded in the period in which it is determined that the carrying amount of Long-lived Asset is not recoverable. The determination of recoverability is made based upon the estimated 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 with such cash flows to be realized over the estimated remaining useful life of the primary asset within the asset group. The Company determined the lowest level of identifiable cash flows that are independent of other asset groups to be primarily at the service line level. The Company's asset groups consist of fracturing services, wireline, cementing, and coiled tubing, except for an entity level asset group for Long-lived Assets that do not have identifiable independent cash flows. Estimates of undiscounted future net cash flows of assets groups are projected based on estimates of projected revenue growth, unit count, utilization, pricing, gross profit rates, SG&A rates, working capital fluctuations and capital expenditures. Forecasted cash flows take into account known market conditions as of the assessment date, and management’s anticipated business outlook. A terminal period is used to reflect an estimate of stable, perpetual growth. If the estimated undiscounted future net cash flows for a given asset group is less than the carrying amount of the asset groups, an impairment loss is determined by comparing the estimated fair value with the carrying value of the related asset groups. The impairment loss is then allocated across the asset group's major classifications. During the first quarter of 2020, management determined the reductions in commodity prices driven by the potential impact of the novel COVID-19 pandemic and global supply and demand dynamics coupled with the sustained decrease in the Company’s share price were deemed triggering events. As a result of the triggering event, recoverability testing was performed and it was determined that the estimated undiscounted future net cash flow for all asset groups was greater than the carrying amount of their related assets and no impairment loss was recorded. |
Leases | 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 depreciation and amortization expense on the Condensed Consolidated Statements of Operations and Comprehensive Loss. For finance leases where the Company has determined it is reasonably certain to exercise a purchase option to acquire the underlying asset, the lessee amortizes the ROU asset to the later of the end of the underlying asset’s useful life or lease term and records this amortization in depreciation and amortization expense on the Condensed Consolidated 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 Condensed Consolidated 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 Condensed Consolidated 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. |
Derivative Instruments and Hedging Activities | 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 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 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 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 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. In addition, we evaluate the terms of our operating agreements and other contracts, if any, to determine whether they contain embedded components that are required to be bifurcated and accounted for separately as derivative financial instruments. For additional detailed information regarding derivatives, see Note (8) Derivatives . |
Stock-based Compensation | 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. 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 Condensed Consolidated 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. |
New Accounting Pronouncements | New Accounting Pronouncements (a) Recently Adopted Accounting Standards 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 adopted this standard on January 1, 2021, and there was no impact on the financial statements. (b) Recently Issued Accounting Standards In October 2021, the FASB issued ASU 2021-08 “Business Combinations (Topic 805) Accounting for Contract Assets and Contact Liabilities from Contracts with Customers”. ASU 2021-08 requires acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. This standard is effective beginning on December 15, 2022. The Company does not expect ASU 2021-08 to have any impact on its consolidated financial statements. In January 2021, the FASB issued ASU 2021-01 “Reference Rate Reform (Topic 848)”. ASU 2021-01 expands on the US GAAP guidance on contract modifications and hedge accounting related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This standard is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU 2020-10 “Codification Improvements”. ASU 2020-10 improves the clarity and consistency of various provisions in the Codification. The Company does not expect ASU 2020-10 to have any impact on the its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)” (“ASU 2020-06”). ASU 2020-06 simplifies the guidance on the issuer's accounting for convertible debt instruments and convertible preferred stock. The Company does not expect ASU 2020-06 to have any impact on the Company's consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, which is intended to provide temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This standard is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In January 2020, the FASB issued ASU 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)”, which clarifies the interaction between the accounting for investments in equity securities, investment in equity method and certain derivatives instruments. This standard is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. This standard is effective for fiscal years beginning after December 15, 2021 and the adoption is not expected to have any impact on the Company's consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of disaggregated revenue | Revenue activities during the three and nine months ended September 30, 2021 and 2020 were as follows: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 (Thousands of Dollars) (Thousands of Dollars) Completion Services WC&I Well Support Services Total Completion Services WC&I Well Support Services Total Geography Northeast $ 64,140 $ 4,859 $ — $ 68,999 $ 177,448 $ 16,978 $ — $ 194,426 Central 72,861 — — 72,861 162,410 — — 162,410 West Texas 168,176 20,902 — 189,078 407,643 49,511 — 457,154 West 50,511 1,336 — 51,847 60,794 3,335 — 64,129 International 10,379 — — 10,379 35,592 — — 35,592 $ 366,067 $ 27,097 $ — $ 393,164 $ 843,887 $ 69,824 $ — $ 913,711 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 (Thousands of Dollars) (Thousands of Dollars) Completion Services WC&I Well Support Services Total Completion Services WC&I Well Support Services Total Geography Northeast $ 58,099 $ 3,704 $ — $ 61,803 $ 217,752 $ 16,728 $ — $ 234,480 Central 20,139 — — 20,139 100,654 7,478 — 108,132 West Texas 55,416 5,094 — 60,510 388,413 48,830 8,373 445,616 West 9,278 861 — 10,139 108,004 10,698 49,556 168,258 International 11,084 — — 11,084 31,041 — 31,041 $ 154,016 $ 9,659 $ — $ 163,675 $ 845,864 $ 83,734 $ 57,929 $ 987,527 |
Schedule of property 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 |
Alamo Acquisition (Tables)
Alamo Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of recognized identified assets acquired and liabilities assumed | The following table summarizes the fair value of the consideration transferred in the Alamo Acquisition and the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the Alamo Acquisition Date: Total Purchase Consideration (Thousands of Dollars) Cash consideration (1) $ 100,000 Equity consideration 82,323 Post close services 30,000 Contingent consideration 15,944 Non contingent consideration 7,370 Total purchase consideration 235,637 Cash 7,419 Trade and accounts receivable 50,619 Inventories 1,726 Prepaid and other current assets 19,654 Assets held for sale 3,282 Property and equipment 114,705 Intangible assets 27,113 Finance lease right-of-use assets 35,813 Other noncurrent assets 1,676 Total identifiable assets acquired 262,007 Accounts payable 39,101 Accrued expenses 38,000 Current maturities of long-term finance lease liabilities 10,125 Long-term finance lease liabilities 25,688 Non-current liabilities 971 Total liabilities assumed 113,885 Goodwill 87,515 Total purchase consideration $ 235,637 (1) |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Intangible assets related to the Alamo acquisition consisted of the following: (Thousands of Dollars) Weighted average remaining amortization period (Years) Gross Carrying Amounts Trademarks 1.5 $ 2,409 Non-compete agreements 3 1,310 Customer relationships 7.33 23,394 Total $ 27,113 |
Business Combination, Separately Recognized Transactions | The expenses for all these transactions were expensed as incurred and are presented in Merger and integration in the condensed consolidated statements of operations and comprehensive loss. (Thousands of Dollars) Transaction Type Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Merger $ 4,552 $ 4,662 Integration 200 268 Total merger and integration costs $ 4,752 $ 4,930 |
Pro forma information Alamo acquisition | The following combined pro forma information assumes the Alamo Acquisition occurred on January 1, 2020. The pro forma information presented below is for illustrative purposes only and does not reflect future events that occurred after September 30, 2021 or any operating efficiencies or inefficiencies that resulted from the Alamo Acquisition. The information is not necessarily indicative of results that would have been achieved had the Company controlled Alamo during the period presented. Pro forma adjustments related to the elimination of historical interest expense for debt paid off as part of the Alamo Acquisition were $2.7 million and $5.4 million for the nine months ended September 30, 2021 and 2020, respectively. (Thousands of Dollars) Unaudited Nine Months Ended September 30, 2021 2020 Revenue $ 1,124,136 $ 1,170,276 Net income (loss) (116,291) (266,435) Net income (loss) per share (basic) (0.48) (1.11) Net income (loss) per share (diluted) (0.48) (1.11) |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | During the third quarter of 2021, the Company acquired Alamo for total transaction valuation of $235.6 million. The transaction resulted in additional goodwill of $87.5 million recorded under the Completion Services reporting unit. (Thousands of Dollars) Goodwill as of December 31, 2020 $ 104,198 Completions Acquisition 733 Alamo Acquisition 87,515 Goodwill as of September 30, 2021 $ 192,446 |
Inventories, net (Tables)
Inventories, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories, net, consisted of the following as of September 30, 2021 and December 31, 2020: (Thousands of Dollars) September 30, December 31, Sand, including freight $ 10,911 $ 5,096 Chemicals and consumables 4,437 2,993 Materials and supplies 22,760 21,979 Total inventory, net $ 38,108 $ 30,068 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt at September 30, 2021 and December 31, 2020 consisted of the following: (Thousands of Dollars) September 30, December 31, 2018 Term Loan Facility $ 338,625 $ 341,250 2021 Equipment Loan 39,428 — Less: Unamortized debt discount and debt issuance costs (5,031) (5,710) Total debt, net of unamortized debt discount and debt issuance costs 373,022 335,540 Less: Current portion (11,186) (2,252) Long-term debt, net of unamortized debt discount and debt issuance costs $ 361,836 $ 333,288 |
Schedule of line of credit facilities | Below is a summary of the Company’s credit facilities outstanding as of September 30, 2021: (Thousands of Dollars) 2021 Equipment Loan 2019 ABL Facility 2018 Term Loan Facility Original facility size $ 46,500 $ 450,000 $ 350,000 Outstanding balance $ 39,428 $ — $ 338,625 Letters of credit issued $ — $ 23,200 $ — Available borrowing base commitment n/a $ 154,131 n/a Interest Rate (1) 5.25 % LIBOR or base rate plus applicable margin LIBOR or base rate plus applicable margin Maturity Date June 1, 2025 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 and the 2021 Equipment Loan for the next five years are presented below: (Thousands of Dollars) Year-end December 31, 2021 $ 2,351 2022 13,634 2023 14,187 2024 14,768 2025 333,113 $ 378,053 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of 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 September 30, 2021: Other current liability $ (2,865) $ — $ (2,865) $ — $ (2,865) Other noncurrent liability (5,314) — (5,314) — (5,314) As of December 31, 2020: Other current asset $ — $ 27,243 $ 27,243 $ — $ 27,243 Other current liability (2,861) — (2,861) — (2,861) Other noncurrent liability (8,260) — (8,260) — (8,260) (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 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 September 30, 2021: Other current liability $ (2,865) $ — $ (2,865) $ — $ (2,865) Other noncurrent liability (5,314) — (5,314) — (5,314) As of December 31, 2020: Other current asset $ — $ 27,243 $ 27,243 $ — $ 27,243 Other current liability (2,861) — (2,861) — (2,861) Other noncurrent liability (8,260) — (8,260) — (8,260) (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 AOCI | The following table presents gains and losses for the Company's interest rate derivatives designated as cash flow hedges (in thousands of dollars): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Location Amount of gain (loss) recognized in total other comprehensive loss on derivative $ (46) $ (453) $ 785 $ (6,068) OCI Amount of loss reclassified from accumulated other comprehensive loss into earnings (694) (673) (2,043) (1,662) Interest Expense |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of assets and liabilities measured on recurring basis | 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 September 30, 2021 and December 31, 2020 (in thousands of dollars): Fair value measurements at reporting date using September 30, 2021 Level 1 Level 2 Level 3 Assets: Equity security investment $ 4,702 $ 4,702 $ — $ — Liabilities: Earnout Payments $ (9,424) $ — $ — $ (9,424) Tier II Upgrade Payment $ (6,520) $ — $ (6,520) $ — Interest rate derivative $ (8,179) $ — $ (8,179) $ — Fair value measurements at reporting date using December 31, 2020 Level 1 Level 2 Level 3 Assets: Make-whole derivative $ 27,243 $ — $ 27,243 $ — WSS Note 6,322 — 6,322 — Equity security investment 11,263 11,263 — — Liabilities: Interest rate derivative $ (11,121) $ — $ (11,121) $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock based compensation cost | The following table summarizes stock-based compensation costs for the three and nine months ended September 30, 2021 and 2020 (in thousands of dollars): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Restricted stock awards $ 300 $ 406 $ 1,065 $ 1,192 Restricted stock time-based unit awards 4,100 3,271 10,318 15,985 Non-qualified stock options — 100 76 804 Restricted stock performance-based unit awards 2,950 971 5,983 3,170 Equity-based compensation cost 7,350 4,748 17,442 21,151 Tax Benefit (1,151) (1,138) (3,573) (5,076) Equity-based compensation cost, net of tax $ 6,199 $ 3,610 $ 13,869 $ 16,075 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | A reconciliation of the numerators and denominators used for the basic and diluted net income (loss) per share computations is as follows (in thousands of dollars): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (43,994) $ (102,433) $ (130,277) $ (286,677) Denominator: Basic weighted-average common shares outstanding (1) 224,481 214,251 218,499 213,620 Dilutive effect of restricted stock awards granted to Board of Directors — 195 214 139 Dilutive effect of time-based restricted stock awards granted under the Equity Plan 1,166 14 957 16 Dilutive effect of performance-based restricted stock awards granted under the Equity Plan 511 1,221 321 981 Diluted weighted-average common shares outstanding (1) 226,158 215,681 219,991 214,756 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of aggregate minimum commitments | Aggregate minimum commitments under long-term raw material supply contracts for the next five years as of September 30, 2021 are listed below: (Thousands of Dollars) 2021 $ 4,204 2022 19,145 2023 5,280 2024 1,190 2025 — $ 29,819 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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. (Thousands of Dollars) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operations by business segment Adjusted gross profit: Completion Services (1) $ 46,184 $ 15,145 $ 81,959 $ 144,676 WC&I (1) 2,905 (785) 7,337 8,811 Well Support Services (1) — — — 12,338 Total adjusted gross profit $ 49,089 $ 14,360 $ 89,296 $ 165,825 (1) Adjusted gross profit (loss) 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. Adjusted gross profit (loss) is defined as revenue less cost of services, further adjusted to eliminate items in cost of services that management does not consider in assessing ongoing performance. (Thousands of Dollars) Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Completion Services WC&I Well Support Services Total Completion Services WC&I Well Support Services Total Revenue $ 366,067 $ 27,097 $ — $ 393,164 $ 843,887 $ 69,824 $ — $ 913,711 Cost of Services 320,297 24,340 — 344,637 768,562 63,112 — 831,674 Gross profit excluding depreciation and amortization 45,770 2,757 — 48,527 75,325 6,712 — 82,037 Management adjustments associated with cost of services (1) 414 148 — 562 6,634 625 — 7,259 Adjusted gross profit $ 46,184 $ 2,905 $ — $ 49,089 $ 81,959 $ 7,337 $ — $ 89,296 (1) Adjustments relate to market-driven severance, leased facility closures, and restructuring costs incurred as a result of significant declines in crude oil prices resulting from demand destruction from the COVID-19 pandemic and global oversupply. (Thousands of Dollars) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Completion Services WC&I Well Support Services Total Completion Services WC&I Well Support Services Total Revenue $ 154,016 $ 9,659 $ — $ 163,675 $ 845,864 $ 83,734 $ 57,929 $ 987,527 Cost of Services 139,477 10,589 — 150,066 716,008 79,464 45,591 841,063 Gross profit excluding depreciation and amortization 14,539 (930) — 13,609 129,856 4,270 12,338 146,464 Management adjustments associated with cost of services (2) 606 145 — 751 14,820 4,541 — 19,361 Adjusted gross profit $ 15,145 $ (785) $ — $ 14,360 $ 144,676 $ 8,811 $ 12,338 $ 165,825 (2) Adjustments relate to market-driven severance and restructuring costs incurred as a result of significant declines in crude oil prices resulting from demand destruction from the COVID-19 pandemic and global oversupply. (Thousands of Dollars) September 30, 2021 December 31, 2020 Total assets by segment: Completion Services $ 1,112,324 $ 689,814 WC&I 68,087 62,959 Well Support Services — — Corporate and Other 237,564 405,115 Total assets $ 1,417,975 $ 1,157,888 Goodwill by segment: Completion Services $ 192,446 $ 104,198 WC&I — — Well Support Services — — Corporate and Other — — Total goodwill $ 192,446 $ 104,198 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revenue Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 393,164 | $ 163,675 | $ 913,711 | $ 987,527 |
Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 68,999 | 61,803 | 194,426 | 234,480 |
Central | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 72,861 | 20,139 | 162,410 | 108,132 |
West Texas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 189,078 | 60,510 | 457,154 | 445,616 |
West | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 51,847 | 10,139 | 64,129 | 168,258 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,379 | 11,084 | 35,592 | 31,041 |
Completion Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 366,067 | 154,016 | 843,887 | 845,864 |
Completion Services | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 64,140 | 58,099 | 177,448 | 217,752 |
Completion Services | Central | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 72,861 | 20,139 | 162,410 | 100,654 |
Completion Services | West Texas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 168,176 | 55,416 | 407,643 | 388,413 |
Completion Services | West | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 50,511 | 9,278 | 60,794 | 108,004 |
Completion Services | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,379 | 11,084 | 35,592 | 31,041 |
WC&I | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 27,097 | 9,659 | 69,824 | 83,734 |
WC&I | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,859 | 3,704 | 16,978 | 16,728 |
WC&I | Central | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 7,478 |
WC&I | West Texas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 20,902 | 5,094 | 49,511 | 48,830 |
WC&I | West | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,336 | 861 | 3,335 | 10,698 |
WC&I | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Well Support Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 57,929 |
Well Support Services | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Well Support Services | Central | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Well Support Services | West Texas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 8,373 |
Well Support Services | West | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 49,556 |
Well Support Services | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 0 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||||
Disaggregation of Revenue [Line Items] | ||||
Remaining performance obligation, period | 1 year | 1 year | ||
Remaining performance obligation, amount | $ 30,700 | $ 30,700 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Insurance settlements receivable | $ 21,700,000 | ||||
Loss on damaged equipment | $ 500,000 | 12,000,000 | |||
Gain on catastrophe, net of insurance reimbursement | 700,000 | $ 9,700,000 | |||
Insurance proceeds | 1,200,000 | ||||
Impairment of long-lived assets | 0 | $ 0 | $ 0 | $ 0 | |
Change in Accounting Method Accounted for as Change in Estimate | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization: | $ 7,500,000 | $ 29,100,000 | |||
Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Indefinite life | 13 months | ||||
Weighted average remaining amortization period (Years) | 2 years | ||||
Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Indefinite life | 40 years | ||||
Weighted average remaining amortization period (Years) | 15 years | ||||
Building and leasehold improvements | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Indefinite life | 13 months | ||||
Building and leasehold improvements | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Indefinite life | 40 years | ||||
Machinery and equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Indefinite life | 13 months | ||||
Machinery and equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Indefinite life | 10 years | ||||
Office furniture, fixtures and equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Indefinite life | 3 years | ||||
Office furniture, fixtures and equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Indefinite life | 5 years |
Alamo Acquisition - Narrative (
Alamo Acquisition - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | Aug. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Cash consideration | $ 2,500 | $ 95,082 | $ 0 | ||
Alamo | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Interest acquired | 100.00% | ||||
Cash consideration | $ 100,000 | ||||
Equity interest issued (in shares) | 26 | 26 | |||
Equity consideration | $ 82,323 | ||||
Post close services | 30,000 | ||||
Business combination, contingent consideration | 15,900 | ||||
Non contingent consideration | 7,370 | $ 7,370 | |||
Indemnification asset, amount | $ 19,000 | ||||
Revenue of acquiree since acquisition date, actual | $ 34,800 | 34,800 | |||
Earnings of acquiree since acquisition date, actual | $ 3,000 | $ 3,000 |
Alamo Acquisition - Purchase Pr
Alamo Acquisition - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Cash consideration | $ 2,500 | $ 95,082 | $ 0 | |||
Goodwill | $ 192,446 | 192,446 | $ 104,198 | |||
Alamo | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Cash consideration | $ 100,000 | |||||
Equity consideration | 82,323 | |||||
Post close services | 30,000 | |||||
Contingent consideration | 15,944 | |||||
Non contingent consideration | (7,370) | $ (7,370) | ||||
Total purchase consideration | 235,637 | $ 235,600 | ||||
Cash | 7,419 | |||||
Trade and accounts receivable | 50,619 | |||||
Inventories | 1,726 | |||||
Prepaid and other current assets | 19,654 | |||||
Assets held for sale | 3,282 | |||||
Property and equipment | 114,705 | |||||
Intangible assets | 27,113 | |||||
Finance lease right-of-use assets | 35,813 | |||||
Other noncurrent assets | 1,676 | |||||
Total identifiable assets acquired | 262,007 | |||||
Accounts payable | 39,101 | |||||
Accrued expenses | 38,000 | |||||
Current maturities of long-term finance lease liabilities | 10,125 | |||||
Long-term finance lease liabilities | 25,688 | |||||
Non-current liabilities | 971 | |||||
Total liabilities assumed | 113,885 | |||||
Goodwill | 87,515 | |||||
Total purchase consideration | 235,637 | |||||
Alamo | Alamo Debt Repaid In Merger | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Cash consideration | $ 32,300 |
Alamo Acquisition - Intangible
Alamo Acquisition - Intangible Assets Acquired (Details) - Alamo $ in Thousands | Aug. 31, 2021USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amounts | $ 27,113 |
Trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining amortization period (Years) | 1 year 6 months |
Gross Carrying Amounts | $ 2,409 |
Non-compete agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining amortization period (Years) | 3 years |
Gross Carrying Amounts | $ 1,310 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining amortization period (Years) | 7 years 3 months 29 days |
Gross Carrying Amounts | $ 23,394 |
Alamo Acquisition - Transaction
Alamo Acquisition - Transaction Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Merger and integration | $ 4,752 | $ 7,288 | $ 4,930 | $ 33,498 |
Alamo | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Merger and integration | 4,552 | 4,662 | ||
Integration | 200 | 268 | ||
Total merger and integration costs | $ 4,752 | $ 4,930 |
Alamo Acquisition - Pro Forma (
Alamo Acquisition - Pro Forma (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Interest expense | $ 6,701,000 | $ 5,524,000 | $ 16,633,000 | $ 16,943,000 |
Alamo | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Interest expense | 2,700,000 | 5,400,000 | ||
Revenue | 1,124,136,000 | 1,170,276,000 | ||
Net income (loss) | $ (116,291,000) | $ (266,435,000) | ||
Net income (loss) per share (basic) (in usd per share) | $ (0.48) | $ (1.11) | ||
Net income (loss) per share (diluted) (in usd per share) | $ (0.48) | $ (1.11) |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) $ in Thousands | Aug. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)reportingUnit | Sep. 30, 2020USD ($) |
Goodwill [Line Items] | |||||||
Number of reporting units | reportingUnit | 3 | ||||||
Terminal growth rate | 2.50% | 2.50% | |||||
Impairment percent, under income approach | 40.00% | 40.00% | |||||
Impairment percent, under market approach | 60.00% | 60.00% | |||||
Goodwill, impairment loss | $ 0 | $ 32,600 | |||||
Cash consideration | $ 2,500 | $ 95,082 | $ 0 | ||||
Goodwill, acquired during period | $ 700 | ||||||
Alamo | |||||||
Goodwill [Line Items] | |||||||
Cash consideration | $ 100,000 | ||||||
Goodwill, acquired during period | $ 87,500 | $ 87,515 | |||||
Total purchase consideration | $ 235,637 | $ 235,600 | |||||
Completion Services | |||||||
Goodwill [Line Items] | |||||||
Weighted average cost of capital | 19.90% | 19.90% | |||||
Goodwill, impairment loss | 32,200 | ||||||
Well Construction Intervention | |||||||
Goodwill [Line Items] | |||||||
Weighted average cost of capital | 22.40% | 22.40% | |||||
Goodwill, impairment loss | $ 400 | ||||||
Minimum | |||||||
Goodwill [Line Items] | |||||||
Guideline public company method, revenue impairment multiplier | 0.5 | 0.5 | |||||
Guideline public company method, EBITDA impairment multiplier | 3.3 | 3.3 | |||||
Guideline transaction method, revenue impairment multiplier | 0.7 | 0.7 | |||||
Guideline transaction method, invested capital impairment multiplier | 0.6 | 0.6 | |||||
Maximum | |||||||
Goodwill [Line Items] | |||||||
Guideline public company method, revenue impairment multiplier | 0.6 | 0.6 | |||||
Guideline public company method, EBITDA impairment multiplier | 6.2 | 6.2 | |||||
Guideline transaction method, revenue impairment multiplier | 2.1 | 2.1 | |||||
Guideline transaction method, invested capital impairment multiplier | 1.3 | 1.3 |
Goodwill - Rollforward (Details
Goodwill - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 104,198 | ||
Goodwill, acquired during period | $ 700 | ||
Goodwill, Ending Balance | $ 192,446 | 192,446 | |
Other | |||
Goodwill [Roll Forward] | |||
Goodwill, acquired during period | 733 | ||
Alamo | |||
Goodwill [Roll Forward] | |||
Goodwill, acquired during period | $ 87,500 | $ 87,515 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Total inventory, net | $ 38,108 | $ 30,068 |
Sand, including freight | ||
Inventory [Line Items] | ||
Total inventory, net | 10,911 | 5,096 |
Chemicals and consumables | ||
Inventory [Line Items] | ||
Total inventory, net | 4,437 | 2,993 |
Materials and supplies | ||
Inventory [Line Items] | ||
Total inventory, net | $ 22,760 | $ 21,979 |
Inventories, net - Additional I
Inventories, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |||||
Inventory valuation reserves | $ 5.4 | $ 5.4 | $ 4.4 | ||
Obsolescence expense | $ 0.6 | $ 0.1 | $ 1 | $ 3.8 | |
Write-down in inventory | $ 2.7 | $ 2.7 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 03, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total debt, net of unamortized debt discount and debt issuance costs | $ 373,022 | $ 335,540 | |
Less: Current portion | (11,186) | (2,252) | |
Long-term debt, net of unamortized debt discount and debt issuance costs | 361,836 | 333,288 | |
Notes Payable | 2021 Equipment Loan | |||
Debt Instrument [Line Items] | |||
Outstanding balance | 39,428 | $ 39,400 | 0 |
Less: Unamortized debt discount and debt issuance costs | $ (200) | ||
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Less: Unamortized debt discount and debt issuance costs | (2,500) | (3,100) | |
Line of Credit | Revolving Credit Facility | 2019 ABL Facility | |||
Debt Instrument [Line Items] | |||
Outstanding balance | 0 | ||
Line of Credit | Revolving Credit Facility | 2018 Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Outstanding balance | 338,625 | 341,250 | |
Less: Unamortized debt discount and debt issuance costs | $ (5,031) | $ (5,710) |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facility (Details) - USD ($) | 9 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 03, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Oct. 31, 2019 | May 25, 2018 | |
Notes Payable | 2021 Equipment Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, face amount | $ 46,500,000 | ||||||
Outstanding balance | $ 39,428,000 | $ 39,400,000 | $ 0 | ||||
Debt stated interest rate | 5.25% | 5.25% | |||||
Line of Credit | Revolving Credit Facility | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Original facility size | $ 150,000,000 | ||||||
Line of Credit | Revolving Credit Facility | 2019 ABL Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Original facility size | $ 450,000,000 | $ 175,000,000 | |||||
Outstanding balance | 0 | ||||||
Letters of credit issued | 23,200,000 | ||||||
Available borrowing base commitment | 154,131,000 | ||||||
Line of Credit | Revolving Credit Facility | 2019 ABL Facility | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate floor | 1.00% | ||||||
Line of Credit | Revolving Credit Facility | 2018 Term Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Original facility size | 350,000,000 | $ 350,000,000 | |||||
Outstanding balance | 338,625,000 | $ 341,250,000 | |||||
Letters of credit issued | $ 0 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt, net of unamortized debt discount and debt issuance costs | $ 373,022 | $ 335,540 |
Term Loan | 2018 Term Loan Facility | ||
Debt Instrument [Line Items] | ||
2021 | 2,351 | |
2022 | 13,634 | |
2023 | 14,187 | |
2024 | 14,768 | |
2025 | 333,113 | |
Total debt, net of unamortized debt discount and debt issuance costs | $ 378,053 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Oct. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 03, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Line of Credit | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.125% | |||||
Line of Credit | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.75% | |||||
Notes Payable | 2021 Equipment Loan | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized deferred charges | $ 200,000 | |||||
Debt instrument, face amount | $ 46,500,000 | |||||
Outstanding balance | $ 39,428,000 | $ 39,400,000 | $ 0 | |||
Debt stated interest rate | 5.25% | 5.25% | ||||
Revolving Credit Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized deferred charges | $ 2,500,000 | $ 3,100,000 | ||||
Revolving Credit Facility | Line of Credit | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Original facility size | $ 150,000,000 | |||||
Repayments of lines of credit | $ 150,000,000 | |||||
Revolving Credit Facility | Line of Credit | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Original facility size | 25,000,000 | |||||
Repayments of lines of credit | $ 25,000,000 | |||||
Revolving Credit Facility | Line of Credit | 2019 ABL Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | 1,200,000 | |||||
Write off of deferred debt issuance cost | $ 500,000 | |||||
Original facility size | $ 450,000,000 | $ 175,000,000 |
Significant Risks and Uncerta_2
Significant Risks and Uncertainties (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018rig | May 31, 2016rig | Sep. 30, 2021USD ($)rig | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segmentrig | Sep. 30, 2020USD ($)rig | |
Concentration Risk [Line Items] | ||||||
Number of reportable segments | segment | 2 | |||||
Number of rigs in trough | rig | 1,083 | 404 | 496 | 521 | 254 | |
Concentration risk percentage, oil rig, increase (decrease), compared to prior period | (68.00%) | |||||
Concentration risk percentage, oil rig, increase (decrease) compared to same period prior year | 95.00% | |||||
Revenue | $ 393,164 | $ 163,675 | $ 913,711 | $ 987,527 | ||
Customer 1 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue | $ 60,800 | 30,600 | $ 113,600 | 161,900 | ||
Customer 2 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue | 22,700 | $ 142,700 | ||||
Customer 3 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue | 22,200 | |||||
Customer 4 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue | $ 21,900 | |||||
Customer Concentration Risk | Revenue | Customer 1 | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 15.00% | 12.00% | 16.00% | |||
Customer Concentration Risk | Revenue | Customer 2 | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 15.00% | |||||
Customer Concentration Risk | Revenue, Segment Benchmark | Customer 1 | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 19.00% | |||||
Customer Concentration Risk | Revenue, Segment Benchmark | Customer 2 | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 14.00% | |||||
Customer Concentration Risk | Revenue, Segment Benchmark | Customer 3 | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 13.00% | |||||
Customer Concentration Risk | Revenue, Segment Benchmark | Customer 4 | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 13.00% | |||||
Supplier Concentration Risk | Purchases | Top Suppliers | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 5.00% | 7.00% | 6.00% | 5.00% | ||
Completion Services | ||||||
Concentration Risk [Line Items] | ||||||
Revenue | $ 366,067 | $ 154,016 | $ 843,887 | $ 845,864 | ||
Completion Services | Customer Concentration Risk | Revenue | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 93.00% | 94.00% | 92.00% | 86.00% |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) - USD ($) | Mar. 09, 2020 | May 25, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Oct. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 |
Derivative [Line Items] | |||||||||||
Proceeds from sale of business | $ 0 | $ 53,666,000 | |||||||||
Gain on disposition | $ 1,133,000 | $ 3,027,000 | 7,742,000 | 11,942,000 | |||||||
Gain on sale of derivatives | (4,142,000) | $ (4,109,000) | |||||||||
Amount of gain (loss) recognized in income on derivative (ineffective portion) | 0 | ||||||||||
Net losses expected to be reclassified from AOCI into earnings in the next 12 months | 2,900,000 | 2,900,000 | |||||||||
Derivatives not designated as hedging instruments | Interest Rate Swap | |||||||||||
Derivative [Line Items] | |||||||||||
Deferred gains in accumulated other comprehensive loss | $ 3,500,000 | ||||||||||
LIBOR | |||||||||||
Derivative [Line Items] | |||||||||||
Percentage of debt hedged by interest rate derivatives | 50.00% | ||||||||||
Variable rate floor | 1.00% | ||||||||||
2018 Term Loan Facility | Term Loan | LIBOR | |||||||||||
Derivative [Line Items] | |||||||||||
Floor interest rate | 1.00% | ||||||||||
Revolving Credit Facility | Line of Credit | LIBOR | |||||||||||
Derivative [Line Items] | |||||||||||
Original facility size | $ 150,000,000 | ||||||||||
Revolving Credit Facility | 2018 Term Loan Facility | Line of Credit | |||||||||||
Derivative [Line Items] | |||||||||||
Original facility size | $ 350,000,000 | $ 350,000,000 | 350,000,000 | ||||||||
Well Support Services | |||||||||||
Derivative [Line Items] | |||||||||||
Proceeds from divestiture of businesses, gross | $ 93,700,000 | ||||||||||
Cash divested from deconsolidation | 59,400,000 | ||||||||||
Proceeds from sale of business | 53,300,000 | ||||||||||
Loan receivable, face amount | $ 34,400,000 | ||||||||||
Loans receivable, rate, stated percent | 10.75% | ||||||||||
Maturity term | 1 year | ||||||||||
Amount of assets under management | $ 1,000,000,000 | ||||||||||
Derivative instruments in hedges, assets, at fair value | 12,200,000 | ||||||||||
Loans receivable, fair value disclosure | $ 22,200,000 | $ 33,600,000 | |||||||||
Gain on disposition | $ 8,700,000 | ||||||||||
Derivative, cash received on hedge | $ 34,400,000 | ||||||||||
Notional amount | 33,600,000 | ||||||||||
Well Support Services | Other Income | |||||||||||
Derivative [Line Items] | |||||||||||
Gain on sale of derivatives | $ 800,000 |
Derivatives - Schedule of Offse
Derivatives - Schedule of Offsetting Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other current asset | ||
Assets: | ||
Gross Amounts of Recognized Assets | $ 27,243 | |
Gross Amounts Offset in the Balance Sheet | 0 | |
Net Amounts Presented in the Balance Sheet | 27,243 | |
Other current liability | ||
Liabilities: | ||
Gross Amounts of Recognized Assets and Liabilities | $ (2,865) | (2,861) |
Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Net Amounts Presented in the Balance Sheet | (2,865) | (2,861) |
Other noncurrent liability | ||
Liabilities: | ||
Gross Amounts of Recognized Assets and Liabilities | (5,314) | (8,260) |
Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Net Amounts Presented in the Balance Sheet | (5,314) | (8,260) |
Derivatives designated as hedging instruments | Other current asset | ||
Assets: | ||
Gross Amounts of Recognized Assets | 0 | |
Derivatives designated as hedging instruments | Other current liability | ||
Liabilities: | ||
Gross Amounts of Recognized Assets and Liabilities | (2,865) | (2,861) |
Derivatives designated as hedging instruments | Other noncurrent liability | ||
Liabilities: | ||
Gross Amounts of Recognized Assets and Liabilities | (5,314) | (8,260) |
Derivatives not designated as hedging instruments | Other current asset | ||
Assets: | ||
Gross Amounts of Recognized Assets | 27,243 | |
Derivatives not designated as hedging instruments | Other current liability | ||
Liabilities: | ||
Gross Amounts of Recognized Assets and Liabilities | 0 | 0 |
Derivatives not designated as hedging instruments | Other noncurrent liability | ||
Liabilities: | ||
Gross Amounts of Recognized Assets and 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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in total other comprehensive loss on derivative | $ (46) | $ (453) | $ 785 | $ (6,068) |
Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of loss reclassified from accumulated other comprehensive loss into earnings | $ (694) | $ (673) | $ (2,043) | $ (1,662) |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($)derivativeInstrument | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)derivativeInstrument | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)derivativeInstrument | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of equity securities | $ 5,300 | $ 5,300 | ||||
Fair value of equity securities unrealized loss | 500 | 3,200 | ||||
Goodwill, impairment loss | $ 0 | $ 32,600 | ||||
Cash and cash equivalents | 135,525 | 135,525 | $ 275,990 | |||
Allowance for doubtful accounts receivable | 4,900 | 4,900 | 2,700 | |||
Bad debt expense net of recoveries | $ 900 | $ (4,600) | $ 2,100 | $ 300 | ||
Allowance for credit loss, recovery | $ 5,300 | |||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Allowance for doubtful accounts receivable | $ 1,500 | |||||
Minimum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Receivables, payment terms | 30 days | |||||
Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Receivables, payment terms | 60 days | |||||
Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Number of instruments held | derivativeInstrument | 4 | 4 | 4 | |||
Customer Concentration Risk | Largest Customer | Accounts Receivable | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Concentration risk, percentage | 13.00% | 17.00% |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Information - Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Earnout Payments | ||
Liabilities: | ||
Business combination, contingent consideration | $ (9,424) | |
Tier II Upgrade Payment | ||
Liabilities: | ||
Business combination, contingent consideration | (6,520) | |
Recurring | ||
Assets: | ||
Equity security investment | 4,702 | $ 11,263 |
WSS Note | 6,322 | |
Recurring | Level 1 | ||
Assets: | ||
Equity security investment | 4,702 | 11,263 |
WSS Note | 0 | |
Liabilities: | ||
Interest rate derivative | 0 | |
Recurring | Level 1 | Earnout Payments | ||
Liabilities: | ||
Business combination, contingent consideration | 0 | |
Recurring | Level 1 | Tier II Upgrade Payment | ||
Liabilities: | ||
Business combination, contingent consideration | 0 | |
Recurring | Level 2 | ||
Assets: | ||
Equity security investment | 0 | 0 |
WSS Note | 6,322 | |
Liabilities: | ||
Interest rate derivative | (8,179) | |
Recurring | Level 2 | Earnout Payments | ||
Liabilities: | ||
Business combination, contingent consideration | 0 | |
Recurring | Level 2 | Tier II Upgrade Payment | ||
Liabilities: | ||
Business combination, contingent consideration | (6,520) | |
Recurring | Level 3 | ||
Assets: | ||
Equity security investment | 0 | 0 |
WSS Note | 0 | |
Recurring | Level 3 | Earnout Payments | ||
Liabilities: | ||
Business combination, contingent consideration | (9,424) | |
Recurring | Level 3 | Tier II Upgrade Payment | ||
Liabilities: | ||
Business combination, contingent consideration | 0 | |
Recurring | Interest rate derivative | ||
Liabilities: | ||
Interest rate derivative | (8,179) | (11,121) |
Recurring | Interest rate derivative | Level 1 | ||
Liabilities: | ||
Interest rate derivative | 0 | |
Recurring | Interest rate derivative | Level 2 | ||
Liabilities: | ||
Interest rate derivative | (11,121) | |
Recurring | Interest rate derivative | Level 3 | ||
Liabilities: | ||
Interest rate derivative | $ 0 | 0 |
Recurring | Make-whole derivative | ||
Assets: | ||
Make-whole derivative | 27,243 | |
Recurring | Make-whole derivative | Level 1 | ||
Assets: | ||
Make-whole derivative | 0 | |
Recurring | Make-whole derivative | Level 2 | ||
Assets: | ||
Make-whole derivative | 27,243 | |
Recurring | Make-whole derivative | Level 3 | ||
Assets: | ||
Make-whole derivative | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Sep. 30, 2021plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of types of equity-based compensation | plan | 4 | ||
Executives | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that may be earned at the end of the vesting period | 0.00% | ||
Executives | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that may be earned at the end of the vesting period | 200.00% | ||
Performance-based restricted stock unit awards | Executives | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period (in shares) | shares | 1,473,736 | 550,899 | |
Fair value of grants in period | $ 13.7 | $ 3.2 | |
Performance-based restricted stock unit awards | Executives | Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unamortized compensation cost | $ 14.6 | ||
Period for recognition | 2 years 3 months |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Equity-Based Compensation Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | $ 7,350 | $ 4,748 | $ 17,442 | $ 21,151 |
Tax Benefit | (1,151) | (1,138) | (3,573) | (5,076) |
Equity-based compensation cost, net of tax | 6,199 | 3,610 | 13,869 | 16,075 |
Restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | 300 | 406 | 1,065 | 1,192 |
Restricted stock time-based unit awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | 4,100 | 3,271 | 10,318 | 15,985 |
Non-qualified stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | 0 | 100 | 76 | 804 |
Restricted stock performance-based unit awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | $ 2,950 | $ 971 | $ 5,983 | $ 3,170 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net loss | $ (43,994) | $ (31,781) | $ (54,502) | $ (102,433) | $ (112,488) | $ (71,756) | $ (130,277) | $ (286,677) |
Denominator: | ||||||||
Basic weighted-average common shares outstanding (in shares) | 224,481 | 214,251 | 218,499 | 213,620 | ||||
Diluted weighted-average common shares outstanding | 226,158 | 215,681 | 219,991 | 214,756 | ||||
Restricted stock awards | ||||||||
Denominator: | ||||||||
Dilutive effect of awards granted (in shares) | 0 | 195 | 214 | 139 | ||||
Restricted stock units | ||||||||
Denominator: | ||||||||
Dilutive effect of awards granted (in shares) | 1,166 | 14 | 957 | 16 | ||||
Restricted stock performance-based unit awards | ||||||||
Denominator: | ||||||||
Dilutive effect of awards granted (in shares) | 511 | 1,221 | 321 | 981 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Sep. 08, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Income tax examination, decrease in liability from prior year | $ 8.8 | $ 13.3 | ||
Tax estimate | 17.7 | |||
Settled Litigation | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Final settlement offer | $ 3.7 | |||
Accrual reduction | $ 2.8 | |||
C&J Energy Services, Inc. | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Penalties and interest accrued due to income tax examination | $ 33 | |||
Capital Addition Purchase Commitments | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Deposits on equipment | 0.5 | 4.9 | ||
Purchase commitments | $ 60.3 | $ 23.4 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Aggregate Minimum Commitments (Details) - Inventories $ in Thousands | Sep. 30, 2021USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2021 | $ 4,204 |
2022 | 19,145 |
2023 | 5,280 |
2024 | 1,190 |
2025 | 0 |
Total | $ 29,819 |
Related Party Transactions (Det
Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Consulting Services | ||||
Related Party Transaction [Line Items] | ||||
Amounts paid to related parties | $ 0.1 | $ 0.3 | $ 0.3 | $ 2.1 |
Alamo | ||||
Related Party Transaction [Line Items] | ||||
Post close services | 30 | |||
Services provided to related party | 3.2 | 3.2 | ||
Remaining customer contract liability | $ 26.8 | $ 26.8 |
Business Segments - Additional
Business Segments - Additional Information (Details) - USD ($) | Mar. 09, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Segment Reporting Information [Line Items] | |||||||
Proceeds from sale of business | $ 0 | $ 53,666,000 | |||||
Basic net income per share (in dollars per share) | $ (0.20) | $ (480) | $ (0.60) | $ (1,340) | |||
Proceeds from settlement of WSS Notes and make-whole derivative | $ 34,350,000 | $ 0 | |||||
Well Support Services | |||||||
Segment Reporting Information [Line Items] | |||||||
Gain on disposition of business | $ 8,700,000 | ||||||
Basic net income per share (in dollars per share) | $ 0.01 | ||||||
Well Support Services | |||||||
Segment Reporting Information [Line Items] | |||||||
Proceeds from divestiture of businesses, gross | 93,700,000 | ||||||
Cash divested from deconsolidation | 59,400,000 | ||||||
Proceeds from sale of business | 53,300,000 | ||||||
Loan receivable, face amount | $ 34,400,000 | ||||||
Loans receivable, rate, stated percent | 10.75% | ||||||
Proceeds from settlement of WSS Notes and make-whole derivative | $ 34,400,000 | ||||||
Loans receivable, fair value disclosure | $ 22,200,000 | 33,600,000 | |||||
Gain on settlement of loan receivable | $ 800,000 |
Business Segments - Adjusted Gr
Business Segments - Adjusted Gross Profit (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total adjusted gross profit | $ 49,089 | $ 14,360 | $ 89,296 | $ 165,825 |
Completion Services | ||||
Segment Reporting Information [Line Items] | ||||
Total adjusted gross profit | 46,184 | 15,145 | 81,959 | 144,676 |
WC&I | ||||
Segment Reporting Information [Line Items] | ||||
Total adjusted gross profit | 2,905 | (785) | 7,337 | 8,811 |
Well Support Services | ||||
Segment Reporting Information [Line Items] | ||||
Total adjusted gross profit | $ 0 | $ 0 | $ 0 | $ 12,338 |
Business Segments - Gross Profi
Business Segments - Gross Profit by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 393,164 | $ 163,675 | $ 913,711 | $ 987,527 | |
Cost of Services | [1] | 344,637 | 150,066 | 831,674 | 841,063 |
Gross profit excluding depreciation and amortization | 48,527 | 13,609 | 82,037 | 146,464 | |
Management adjustments associated with cost of services | 562 | 751 | 7,259 | 19,361 | |
Adjusted gross profit | 49,089 | 14,360 | 89,296 | 165,825 | |
Completion Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 366,067 | 154,016 | 843,887 | 845,864 | |
Cost of Services | 320,297 | 139,477 | 768,562 | 716,008 | |
Gross profit excluding depreciation and amortization | 45,770 | 14,539 | 75,325 | 129,856 | |
Management adjustments associated with cost of services | 414 | 606 | 6,634 | 14,820 | |
Adjusted gross profit | 46,184 | 15,145 | 81,959 | 144,676 | |
WC&I | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 27,097 | 9,659 | 69,824 | 83,734 | |
Cost of Services | 24,340 | 10,589 | 63,112 | 79,464 | |
Gross profit excluding depreciation and amortization | 2,757 | (930) | 6,712 | 4,270 | |
Management adjustments associated with cost of services | 148 | 145 | 625 | 4,541 | |
Adjusted gross profit | 2,905 | (785) | 7,337 | 8,811 | |
Well Support Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 57,929 | |
Cost of Services | 0 | 0 | 0 | 45,591 | |
Gross profit excluding depreciation and amortization | 0 | 0 | 0 | 12,338 | |
Management adjustments associated with cost of services | 0 | 0 | 0 | 0 | |
Adjusted gross profit | $ 0 | $ 0 | $ 0 | $ 12,338 | |
[1] | Cost of services during the three and nine months ended September 30, 2021 excludes depreciation of $40.5 million and $118.1 million. Cost of services during the three and nine months ended September 30, 2020 excludes depreciation of $68.9 million and $220.9 million, respectively. |
Business Segments - Schedule of
Business Segments - Schedule of Assets and Goodwill by Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 1,417,975 | $ 1,157,888 |
Goodwill | 192,446 | 104,198 |
Operating Segments | Completion Services | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 1,112,324 | 689,814 |
Goodwill | 192,446 | 104,198 |
Operating Segments | WC&I | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 68,087 | 62,959 |
Goodwill | 0 | 0 |
Operating Segments | Well Support Services | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 0 | 0 |
Goodwill | 0 | 0 |
Corporate and Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 237,564 | 405,115 |
Goodwill | $ 0 | $ 0 |
Uncategorized Items - nex-20210
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |