Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 818.5 | ||
Entity Common Stock, Shares Outstanding | 243,794,695 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders, which will be filed with the United States Securities and Exchange Commission within 120 days of December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K. Auditor Name: KPMG LLP Auditor Location: Houston, Texas Auditor Firm ID: 185 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001688476 | ||
Current Fiscal Year End Date | --12-31 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 110,695 | $ 275,990 |
Trade and other accounts receivable, net | 301,740 | 122,584 |
Inventories, net | 38,094 | 30,068 |
Assets held for sale | 1,555 | 126 |
Prepaid and other current assets | 55,625 | 58,011 |
Total current assets | 507,709 | 486,779 |
Operating lease right-of-use assets | 21,767 | 37,157 |
Finance lease right-of-use assets | 41,537 | 1,132 |
Property and equipment, net | 620,865 | 470,711 |
Goodwill | 192,780 | 104,198 |
Intangible assets | 64,961 | 51,182 |
Other noncurrent assets | 7,962 | 6,729 |
Total assets | 1,457,581 | 1,157,888 |
Current liabilities: | ||
Accounts payable | 190,963 | 61,259 |
Accrued expenses | 213,923 | 134,230 |
Customer contract liabilities | 23,729 | 266 |
Current maturities of long-term operating lease liabilities | 7,452 | 18,551 |
Current maturities of long-term finance lease liabilities | 11,906 | 606 |
Current maturities of long-term debt | 13,384 | 2,252 |
Other current liabilities | 10,346 | 2,993 |
Total current liabilities | 471,703 | 220,157 |
Long-term operating lease liabilities, less current maturities | 20,446 | 24,232 |
Long-term finance lease liabilities, less current maturities | 26,873 | 504 |
Long-term debt, net of unamortized debt discount and debt issuance costs | 361,501 | 333,288 |
Other noncurrent liabilities | 30,041 | 22,419 |
Total noncurrent liabilities | 438,861 | 380,443 |
Total liabilities | 910,564 | 600,600 |
Stockholders’ equity | ||
Common stock, par value $0.01 per share (authorized 500,000 shares, issued and outstanding 242,019 and 214,440 shares, respectively) | 2,420 | 2,144 |
Paid-in capital in excess of par value | 1,094,020 | 989,995 |
Retained deficit | (541,164) | (421,741) |
Accumulated other comprehensive loss | (8,259) | (13,110) |
Total stockholders’ equity | 547,017 | 557,288 |
Total liabilities and stockholders’ equity | $ 1,457,581 | $ 1,157,888 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 242,019,000 | 214,440,000 |
Common stock outstanding (in shares) | 242,019,000 | 214,440,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | ||||
Revenue | $ 1,423,441 | $ 1,202,581 | $ 1,821,556 | |
Operating costs and expenses: | ||||
Cost of Services | [1] | 1,255,321 | 1,032,574 | 1,403,932 |
Depreciation and amortization | 184,164 | 302,051 | 292,150 | |
Selling, general and administrative expenses | 109,404 | 144,147 | 123,676 | |
Merger and integration | 8,709 | 32,539 | 68,731 | |
(Gain) loss on disposal of assets | (28,898) | (14,461) | 4,470 | |
Impairment expense | 0 | 37,008 | 12,346 | |
Total operating costs and expenses | 1,528,700 | 1,533,858 | 1,905,305 | |
Operating loss | (105,259) | (331,277) | (83,749) | |
Other expense: | ||||
Other income, net | 12,131 | 6,516 | 453 | |
Interest expense | (24,609) | (20,652) | (21,856) | |
Total other expenses | (12,478) | (14,136) | (21,403) | |
Loss before income taxes | (117,737) | (345,413) | (105,152) | |
Income tax expense | (1,686) | (1,470) | (1,005) | |
Net Loss | (119,423) | (346,883) | (106,157) | |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation adjustments | 407 | (241) | (116) | |
Hedging activities | 1,703 | (6,422) | (7,628) | |
Total comprehensive loss | $ (117,313) | $ (353,546) | $ (113,901) | |
Net loss per share: | ||||
Basic net income (loss) per share (in dollars per share) | $ (0.53) | $ (1.62) | $ (0.86) | |
Diluted net income (loss) per share (in dollars per share) | $ (0.53) | $ (1.62) | $ (0.86) | |
Weighted-average shares outstanding: basic (in shares) | 224,401 | 213,795 | 122,977 | |
Weighted-average shares outstanding: diluted (in shares) | 224,401 | 213,795 | 122,977 | |
[1] | Cost of services during the years ended December 31, 2021, 2020, and 2019 excludes depreciation of $166.4 million , $283.8 million, and $276.8 million, respectively. Depreciation related to cost of services is presented within depreciation and amortization separately. |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Depreciation | $ 166.4 | $ 283.8 | $ 276.8 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Paid-in Capital in Excess of Par Value | Retained Earnings (deficit) | Retained Earnings (deficit)Cumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive income (loss) | |
Beginning balance at Dec. 31, 2018 | $ 487,181 | $ 1,330 | $ 1,038 | $ 455,447 | $ 31,494 | $ 1,330 | $ (798) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | [1] | 33,259 | 33 | 33,226 | ||||
Shares repurchased and retired related to stock-based compensation | (5,982) | (6) | (5,976) | |||||
Other comprehensive income | 7,983 | (7,983) | ||||||
Stock issued in connection with a merger | 485,124 | 1,059 | 484,065 | |||||
Net income (loss) | (106,157) | (106,157) | ||||||
Ending 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] | ||||||||
Credit loss standard implementation | Accounting Standards Update 2016-13 [Member] | |||||||
Stock-based compensation | [1] | $ 25,826 | 27 | 25,799 | ||||
Shares repurchased and retired related to stock-based compensation | (2,573) | (7) | (2,566) | |||||
Other comprehensive income | (4,329) | (4,329) | ||||||
Net income (loss) | (346,883) | (346,883) | ||||||
Ending 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 | 24,677 | 19 | 24,658 | |||||
Shares repurchased and retired related to stock-based compensation | (2,699) | (3) | (2,696) | |||||
Other comprehensive income | 4,851 | 4,851 | ||||||
Stock issued in connection with a merger | 82,323 | 260 | 82,063 | |||||
Net income (loss) | (119,423) | (119,423) | 2,741 | |||||
Ending balance at Dec. 31, 2021 | $ 547,017 | $ 2,420 | $ 1,094,020 | $ (541,164) | $ (8,259) | |||
[1] | Stock-based compensation during 2019 includes stock-based compensation expense recognized during the period of $29.0 million and the vested deferred stock awards of $4.3 million. Refer to Note (12) Stock-Based Compensation for further discussion of the Company’s stock-based compensation. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders’ Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Share-based payment arrangement, expense | $ 28,977 |
Deferred stock awards | |
Share-based payment arrangement, expense | $ 4,300 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (119,423) | $ (346,883) | $ (106,157) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | |||
Depreciation and amortization | 184,164 | 302,051 | 292,150 |
Amortization of deferred financing fees | 2,066 | 2,217 | 1,360 |
(Gain) loss on disposal of assets | (28,898) | (14,461) | 4,470 |
Stock-based compensation | 24,677 | 25,826 | 28,977 |
Loss on debt extinguishment/modification, including prepayment premiums | 0 | 0 | 526 |
Unrealized gain (loss) on derivative recognized in other comprehensive loss | 1,703 | (6,422) | (7,628) |
(Gain) loss on financial instrument and derivatives, net | 1,799 | (2,815) | (239) |
Gain on insurance proceeds recognized in other income | (10,409) | 0 | 0 |
Loss on impairment of assets | 0 | 37,008 | 12,346 |
Changes in operating assets and liabilities | |||
Decrease (increase) in trade and other accounts receivable, net | (128,535) | 183,083 | 172,566 |
Decrease (increase) in inventories | (9,978) | 19,167 | 17,181 |
Decrease (increase) in prepaid and other current assets | (10,894) | 5,160 | 3,703 |
Decrease (increase) in other assets | 24,807 | 25,306 | (242) |
Increase (decrease) in accounts payable | 18,693 | (61,658) | (17,799) |
Increase (decrease) in customer contract liabilities | (6,537) | 206 | 0 |
Increase (decrease) in accrued expenses | 34,860 | (84,129) | (103,609) |
Increase (decrease) in other liabilities | (28,882) | (14,771) | 7,858 |
Net cash provided by (used in) operating activities | (50,787) | 68,885 | 305,463 |
Cash flows from investing activities | |||
Business acquisitions, including cash received | (95,082) | 53,666 | 68,807 |
Purchase of property and equipment | (184,496) | (113,506) | (200,385) |
Advances of deposit on equipment | (961) | (1,908) | (7,451) |
Implementation of software | (3,021) | (8,813) | (4,408) |
Proceeds from sale of assets | 70,432 | 32,659 | 29,114 |
Proceeds from insurance recoveries | 22,947 | 58 | 223 |
Proceeds from settlement of WSS Notes and make-whole derivative | 34,350 | 0 | 0 |
Payment of consideration liability | 7,370 | 0 | 0 |
Net cash used in investing activities | (163,201) | (37,844) | (114,100) |
Cash flows from financing activities: | |||
Proceeds from the asset-based revolver and equipment loan | 43,329 | 175,000 | 0 |
Payments on the asset-based revolver, term loan facilities, and equipment loan | (4,976) | (178,500) | (3,500) |
Payments on finance leases | (4,155) | (3,752) | (6,035) |
Payment of debt issuance costs | (277) | 0 | (1,229) |
Proceeds from financing liabilities | 17,759 | 0 | 0 |
Payments for financing liabilities | (695) | 0 | 0 |
Shares repurchased and retired related to stock-based compensation | (2,699) | (2,573) | (5,982) |
Net cash provided by (used in) financing activities | 48,286 | (9,825) | (16,746) |
Non-cash effect of foreign translation adjustments | 407 | (241) | 192 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (165,295) | 20,975 | 174,809 |
Cash, cash equivalents and restricted cash, beginning | 275,990 | 255,015 | 80,206 |
Cash, cash equivalents and restricted cash, ending | 110,695 | 275,990 | 255,015 |
Supplemental disclosure of cash flow information: | |||
Interest expense, net | 23,242 | 21,114 | 20,836 |
Income taxes | 217 | 1,206 | 1,726 |
Non-cash investing and financing activities: | |||
Change in accrued capital expenditures | (71,897) | (13,812) | (17,274) |
Non-cash additions to equity security investment | 0 | 5,263 | 0 |
Non-cash additions to finance right-of use assets | 42,592 | 0 | 6,269 |
Non-cash additions to finance lease liabilities, including current maturities | (42,592) | 0 | (6,286) |
Non-cash additions to operating right-of-use assets | 9,047 | 9,057 | 65,551 |
Non-cash additions to operating lease liabilities, including current maturities | (7,416) | (8,898) | (65,297) |
Fair value of C&J assets acquired | 0 | 0 | 806,218 |
Shares of NexTier common stock issued in exchange for business combination | (82,323) | 0 | (485,124) |
C&J liabilities assumed | 0 | 0 | (321,094) |
Total contingent consideration | (45,944) | 0 | 0 |
Non contingent consideration | $ (7,370) | $ 0 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - shares | Aug. 31, 2021 | Oct. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2019 |
C&J Energy Services, Inc. | ||||
Equity interest issued (in shares) | 105,900,000 | 106,627 | ||
Alamo Acquisition | ||||
Equity interest issued (in shares) | 26,000,000 | 26,000,000 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 12 Months Ended |
Dec. 31, 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 consolidated financial statements were prepared using United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) and the instructions to Form 10-K and Regulation S-X and include all of the accounts of NexTier and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated. The Company’s accounting policies are in accordance with GAAP. The preparation of financial statements in conformity with these accounting principles requires the Company to make estimates and assumptions that affect (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and (2) the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from the Company’s estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment and intangible assets; allowances for doubtful accounts; inventory reserves; acquisition accounting; contingent liabilities; and the valuation of property and equipment, intangible assets, equity issued as consideration in an acquisition, income taxes, stock-based incentive plan awards and derivatives. Management believes the consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position as of December 31, 2021 and 2020 and the results of its operations and cash flows for the years ended December 31, 2021, 2020 and 2019. Such adjustments are of a normal recurring nature. On October 31, 2019, the Company completed its merger (the “C&J Merger”) with C&J Energy Services, Inc. (“C&J”) and changed its name to "NexTier Oilfield Solutions Inc." For more details regarding the C&J Merger, refer to Note (3) Mergers and Acquisitions. The consolidated financial statements for the period from January 1, 2019 to October 31, 2019 reflect only the historical results of the Company prior to the completion of the C&J Merger. The financial statements have been prepared using the acquisition method of accounting under existing U.S. GAAP, which requires that one of the two companies in the C&J Merger be designated as the acquirer for accounting purposes. C&J and Keane determined that Keane was the accounting acquirer. Accordingly, consideration given by Keane to complete the C&J Merger was allocated to the underlying tangible and intangible assets and liabilities acquired based on their estimated fair values as of the date of completion of the C&J Merger, with any excess purchase price allocated to goodwill. 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 (21) Business Segments . On August 31, 2021 the Company completed its acquisition (“Alamo Acquisition”) of Alamo Pressure Pumping, LLC and its wholly owned subsidiaries (“Alamo”). For more details regarding the Alamo Acquisition, refer to Note (3) Mergers and Acquisitions . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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. 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. Refer to Note (3) Mergers and Acquisitions for discussion of the mergers and acquisitions completed in 2021 and 2019. (b) Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash is invested in overnight repurchase agreements and certificates of deposit with an initial term of less than three months. Net cash received from certain dispositions or casualty events of more than $25.0 million per single transaction or $50.0 million per series of related transactions, under the 2018 Term Loan Facility (as defined herein), and of more than $50.0 million, under the 2019 ABL Facility (as defined herein), is not considered to be restricted as long as the Company, at management’s discretion, reinvests any part of such proceeds in assets (other than current assets) to be used for its business (in the case of the 2018 Term Loan Facility) and for replacing or repairing the assets in respect of which such proceeds were received (in the case of the 2019 ABL Facility), in each case within 12 months from the receipt date of such proceeds. Otherwise, the proceeds are required to be applied as a prepayment of the 2018 Term Loan Facility or any outstanding commitments under the 2019 ABL Facility. The Company did not have any qualifying asset sale proceeds or insurance proceeds that exceeded the dollar thresholds described above for the years ended December 31, 2021 and 2020. The Company had less than $0.1 million of restricted cash as of December 31, 2021 and December 31, 2020, respectively. (c) Trade Accounts Receivable Trade accounts receivable are generally recorded at the invoiced amount. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. As a result of the adoption of ASU 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” on January 1, 2020 the Company evaluates its accounts receivable through a continuous process of assessing its portfolio on an individual customer and overall basis. This process consists of a thorough review of historical collection experience, current aging status of the customer accounts, and financial condition of customers. Based on our review of these factors, we establish or adjust allowances for specific customers. Trade accounts receivable were $303.6 million and $125.3 million at December 31, 2021 and 2020, respectively. As of December 31, 2021 , and 2020, the Company had an allowance for credit losses of $1.9 million and $2.7 million, respectively. (d) Inventories Inventories are stated at the lower of cost or net realizable value. Costs of inventories include purchase, conversion and condition. As inventory is consumed, the expense is recorded in cost of services in the consolidated statements of operations and comprehensive loss using the weighted average cost method for non-manufacturing inventory and standard cost method for manufacturing inventory. The Company periodically reviews the nature and quantities of inventory on hand and evaluates the net realizable value of items based on historical usage patterns, known changes to equipment or processes and customer demand for specific products. Significant or unanticipated changes in business conditions could impact the magnitude and timing of impairment recognized. Provision for excess or obsolete inventories is determined based on historical usage of inventory on-hand, volume on-hand versus anticipated usage, technological advances and consideration of current market conditions. Inventories that have not turned over for more than a year are subject to a slow-moving reserve provision. In addition, inventories that have become obsolete due to technological advances, excess volume on-hand or no longer configured to operate with the Company’s equipment are written-off. (e) Revenue Recognition Revenues are accounted for in accordance with ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. 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 Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“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 $27.0 million of unsatisfied performance obligations as of December 31, 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. As of December 31, 2021, the Company’s customer contract liability balance is related to the post close service agreement as a result of the Alamo Acquisition. Payment terms after invoicing are typically 30 to 60 days or less. The Company does not have any significant contract costs to obtain or fulfill contracts with customers; as such, no amounts are recognized on the consolidated balance sheet. Taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from revenues in the consolidated statements of operations and comprehensive loss and net cash provided by operating activities in the 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 (21) Business Segments . Revenue from the Company’s Completion Services, Well Construction and Intervention (“WC&I”), and Well Support Services segments are recognized as follows: Completion Services The Company provides hydraulic fracturing, wireline and pumpdown services pursuant to contractual arrangements, such as term contracts and pricing agreements. Revenue from these services are earned as services are rendered, which is generally on a per stage or fixed monthly rate. All revenue is recognized when a contract with a customer exists, the performance obligations under the contract have been satisfied over time, the amount to which the Company has the right to invoice has been determined and collectability of amounts subject to invoice is probable. Contract fulfillment costs, such as mobilization costs and shipping and handling costs, are expensed as incurred and are recorded in cost of services in the consolidated 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 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. 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 On March 9, 2020, the Company completed the divestiture of its Well Support Services segment. For additional information, see Note (21) 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. 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 years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 Completion Services WC&I Well Support Services Total (In thousands) Geography Northeast $ 248,652 $ 21,881 $ — $ 270,533 Central 263,427 — — 263,427 West Texas 680,716 72,565 — 753,281 West 95,072 4,107 — 99,179 International 37,021 — — 37,021 $ 1,324,888 $ 98,553 $ — $ 1,423,441 Year Ended December 31, 2020 Completion Services WC&I Well Support Services Total (In thousands) Geography Northeast $ 270,612 $ 21,290 $ — $ 291,902 Central 131,833 7,478 — 139,311 West Texas 477,758 58,111 8,373 544,242 West 122,970 11,459 49,556 183,985 International 43,141 — — 43,141 $ 1,046,314 $ 98,338 $ 57,929 $ 1,202,581 Year Ended December 31, 2019 Completion Services WC&I Well Support Services Total (In thousands) Geography Northeast $ 479,685 $ 5,193 $ — $ 484,878 Central 104,225 5,741 — 109,966 West Texas 839,652 24,575 9,336 873,563 West 273,364 27,530 39,247 340,141 International 13,008 — — 13,008 $ 1,709,934 $ 63,039 $ 48,583 $ 1,821,556 (f) 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 bases the estimate of the useful lives and salvage values of property and equipment on expected utilization, technological change and effectiveness of its maintenance programs. 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 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, 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 twelve months ended December 31, 2021 of $30.6 million, in the consolidated statement 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. 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 a Long-lived Asset 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 a 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. During the third quarter of 2020, the Company assessed and determined the sustained reductions in commodity prices and continuing market economic disruptions as a triggering event. As a result of the triggering event, recoverability testing was performed and it was determined that the estimated undiscounted future net cash flows 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 years ended December 31, 2021, 2020, or 2019. (g) Major Maintenance Activities The Company incurs maintenance costs on its major equipment. The determination of whether an expenditure should be capitalized or expensed requires management judgment in the application of how the costs benefit future periods, relative to the Company’s capitalization policy. Costs that either establish or materially increase the efficiency, productivity, functionality or life of a fixed asset are capitalized. (h) Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the purchase price of an acquired business over the estimated fair value of the identifiable assets acquired and liabilities assumed by the Company. For the purposes of goodwill impairment assessment, the Company evaluates goodwill for impairment annually, as of October 31, or more often as facts and circumstances warrant. When performing the impairment assessment, the Company evaluates factors, such as unexpected adverse economic conditions, competition and market changes. Goodwill is allocated across the Company’s Completions Services, Well Construction and Intervention and Well Support Services reporting units. Before employing detailed impairment testing methodologies, the Company may first evaluate the likelihood of impairment by considering qualitative factors relevant to each reporting unit, such as macroeconomic, industry, market or any other factors that have a significant bearing on fair value. If the Company first utilizes a qualitative approach and determines that it is more likely than not that goodwill is impaired, detailed testing methodologies are then applied. Otherwise, the Company concludes that no impairment has occurred. The Company may also choose to bypass a qualitative approach and opt instead to employ detailed testing methodologies, regardless of a possible more likely than not outcome. The first step in the goodwill impairment test is to compare the fair value of each reporting unit to which goodwill has been assigned to the carrying amount of net assets, including goodwill, of the respective reporting unit. If the carrying amount of the reporting unit exceeds its fair value, the Company recognizes an impairment expense in an amount equal to the excess, limited to the total amount of goodwill allocated to the reporting unit. The Company performs the qualitative analysis of the goodwill impairment assessment by reviewing relevant qualitative factors. In the first and third quarter of 2020, the Company determined there were triggering events that would indicate the carrying amount of its goodwill may not be recoverable, and as such, quantitative detail impairment testing was conducted. As a result, the Company recognized $32.6 million in goodwill impairment expense during 2020, of which $32.2 million related to the Completions Service reporting unit and $0.4 million representing the entire goodwill balance for the Well Construction and Intervention reporting unit. No goodwill impairment expense was recognized in 2021 or 2019. See Note ( 5 ) Goodwill . (i) 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 reportable segments, see Note (10) Derivatives . (j) Fair Value Measurement Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. The Company’s assets and liabilities that are measured at fair value at each reporting date are classified according to a hierarchy that prioritizes inputs and assumptions underlying the valuation techniques. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Quoted prices (unadjusted) in an active market for identical assets or liabilities. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter. (k) Stock-based compensation The Company recognizes compensation expense for restricted stock awards, restricted stock units to be settled in common stock (“RSUs”), performance based RSU award (“PSUs”), and non-qualified stock options (“stock options”) based on the fair value of the awards at the date of grant. The fair value of restricted stock awards and RSUs is determined based on the number of shares or RSUs granted and the closing price of the Company’s common stock on the date of grant. The fair value of stock options is determined by applying the Black-Scholes model to the grant-date market value of the underlying common shares of the Company. The fair value of PSUs with market conditions is determined using a Monte Carlo simulation method. The Company has elected to recognize forfeiture credits for these awards as they are incurred, as this method best reflects actual stock-based compensation expense. Compensation expense from time-based restricted stock awards, RSUs, PSUs, and stock options is amortized on a straight-line basis over the requisite service period, which is generally the vesting period. Deferred compensation expense associated with liability-based awards, such as deferred stock awards that are expected to settle with the issuance of a variable number of shares based on a fixed monetary amount at inception, is recognized at the fixed monetary amount at inception and is amortized on a straight-line basis over the requisite service period, which is generally the vesting period. Upon settlement, the holders receive an amount of common stock equal to the fixed monetary amount at inception, based on the closing price of the Company’s stock on the date of settlement. Tax deductions on the stock-based compensation awards are not realized until the awards are vested or exercised. The Company recognizes deferred tax assets for stock-based compensation awards that will result in future deductions on its income tax returns, based on the amount of tax deduction for stock-based compensation recognized at the statutory tax rate in the jurisdiction in which the Company will receive a tax deduction. If the tax deduction for a stock-based award is greater than th |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Mergers and Acquisitions | Mergers and Acquisitions (a) 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 of $0.5 million that was finalized in the fourth quarter of 2021 and is to be paid to the Company in early 2022. 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 date 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: Preliminary Purchase Price Allocation Adjustments Final Purchase Price Allocation (Thousands of Dollars) Cash consideration (1) $ 100,000 $ — $ 100,000 Equity consideration 82,323 — $ 82,323 Post close services 30,000 — $ 30,000 Contingent consideration 15,944 — $ 15,944 Non contingent consideration 7,370 — $ 7,370 Net working capital adjustment — (482) $ (482) Total purchase consideration $ 235,637 $ (482) $ 235,155 Cash $ 7,419 $ — $ 7,419 Trade and accounts receivable 50,619 — $ 50,619 Inventories 1,726 — $ 1,726 Prepaid and other current assets 19,654 — $ 19,654 Assets held for sale 3,282 — $ 3,282 Property and equipment 114,705 (816) $ 113,889 Intangible assets 27,113 — $ 27,113 Finance lease right-of-use assets 35,813 (468) $ 35,345 Other noncurrent assets 1,676 — $ 1,676 Total identifiable assets acquired 262,007 (1,284) 260,723 Accounts payable 39,101 — $ 39,101 Accrued expenses 38,000 — $ 38,000 Current maturities of long-term finance lease liabilities 10,125 — $ 10,125 Long-term finance lease liabilities 25,688 (468) $ 25,220 Non-current liabilities 971 — $ 971 Total liabilities assumed 113,885 (468) 113,417 Goodwill 87,515 334 $ 87,849 Total purchase consideration $ 235,637 $ (482) $ 235,155 (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 1,677 Customer relationships 7.33 23,027 Total $ 27,113 For the valuation of the customer relationship intangible assets within the Completions Services segment, management used the income based multi-period excess earning method, which utilized contributory asset changes. 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 consolidated statements of operations and comprehensive loss. (Thousands of Dollars) Transaction Type Year Ended December 31, 2021 Merger $ 5,592 Integration 3,117 Total merger and integration costs $ 8,709 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 December 31, 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 $6.9 million for the year ended December 31, 2021 and 2020, respectively. (unaudited, amounts in Thousands of Dollars) Year Ended December 31 2021 2020 Revenue $ 1,633,866 $ 1,451,342 Net loss (105,400) (331,283) Net loss per share (basic) (0.44) (1.38) Net loss per share (diluted) (0.44) (1.38) The Company’s condensed consolidated statement of operations and comprehensive loss for the year ended December 31, 2021 includes revenue of $172.1 million and net income of $20.0 million from the Alamo operations. (b) C&J Energy Services, Inc. On October 31, 2019, the Company completed the C&J Merger in accordance with the terms of the Agreement and Plan of Merger, dated as of June 16, 2019 (the "Merger Agreement"), by and among NexTier, C&J and King Merger Sub Corp., a wholly owned subsidiary of NexTier ("Merger Sub"), pursuant to which Merger Sub merged with and into C&J, with C&J surviving the merger as a wholly owned subsidiary of NexTier, and immediately following the C&J Merger, C&J was merged with and into King Merger Sub II LLC ("LLC Sub"), with LLC Sub continuing as the surviving entity as a wholly-owned subsidiary of NexTier and the successor in interest to C&J. The C&J Merger was completed for total consideration of approximately $485.1 million, consisting of (i) equity consideration in the form of 105.9 million shares of common stock issued to C&J stockholders with a value of $481.9 million and (ii) replacement share based compensation awards attributable to pre-merger services with a value of $3.2 million. The Company accounted for the C&J Merger using the acquisition method of accounting. The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition. The majority of the measurements of assets acquired and liabilities assumed, were based on inputs that were not observable in the market and thus represented Level 3 inputs. The fair value of acquired inventory and property and equipment was based on both available market data and a cost approach. The fair value of the financial assets acquired included trade receivables with a fair value of $312.6 million. The gross amount due under the contracts was $322.8 million, of which $10.2 million was expected to be uncollectible. A liability of $40.2 million was recognized for legal reserves and sales and use tax assessments. The following table summarizes the fair value of the consideration transferred in the C&J Merger and the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the C&J Merger Date: Total Purchase Consideration: (Thousands of Dollars) Equity consideration $ 481,912 Replacement awards attributable to pre-combination services 3,212 Less: Cash acquired (68,807) Total purchase consideration $ 416,317 Trade and accounts receivable $ 312,620 Inventories 43,142 Prepaid and other current assets 18,512 Property and equipment 311,886 Intangible assets 17,590 Right of use assets 24,318 Other noncurrent assets 4,409 Total identifiable assets acquired 732,477 Accounts payable 43,620 Accrued expenses 236,959 Short term lease liability 7,842 Long term lease liability 15,517 Non-current liabilities 17,156 Total liabilities assumed 321,094 Goodwill 4,934 Total purchase consideration $ 416,317 The goodwill in this acquisition was primarily attributable to expected synergies and was allocated across the Company’s Completion Services, Well Construction and Intervention and Well Support Services reporting units. Intangible assets related to the C&J Merger consisted of the following: (Thousands of Dollars) Weighted average remaining Gross Technology 3 17,590 Total $ 17,590 Merger and integration related costs were recognized separately from the acquisition of assets and assumptions of liabilities in the C&J Merger. Merger costs consist of legal and professional fees and pre-merger notification fees. Integration costs consist of expenses incurred to integrate C&J’s operations, aligning accounting processes and procedures, and integrating its enterprise resource planning system with those of the Company. The expenses for all these transactions were expensed as incurred. Merger and integration costs related to the C&J Merger totaled $32.5 million and $68.7 million for the years ended December 31, 2020 and 2019, respectively, and are recorded within merger and integration costs on the Company’s consolidated statements of operations and comprehensive loss. The following table summarizes merger and integration costs for the years ended December 31, 2020 and 2019. There were no merger and integration costs related to the C&J Merger during the year ended December 31, 2021. (amounts in thousands) Transaction Type Year Ended Year Ended Merger $ 7,586 $ 23,775 Integration 24,953 44,956 Total merger and integration costs $ 32,539 $ 68,731 The following combined pro forma information assumes the C&J Merger occurred on January 1, 2018. The pro forma information presented below is for illustrative purposes only and does not reflect future events that occurred after December 31, 2019 or any operating efficiencies or inefficiencies that resulted from the C&J Merger. The information is not necessarily indicative of results that would have been achieved had the Company controlled C&J during the period presented. (unaudited, amounts in thousands) Year Ended December 31, 2019 Year Ended December 31, 2018 Revenue $ 3,406,288 $ 4,359,095 Net income (loss) (196,577) 66,746 Net income (loss) per share (basic) $ (0.93) $ 0.32 Net income (loss) per share (diluted) $ (0.93) $ 0.31 Weighted-average shares outstanding (basic) 211,376 210,945 Weighted-average shares outstanding (diluted) 211,376 212,964 The Company’s consolidated statement of operations and comprehensive income (loss) for 2019 includes revenue of $196.7 million and net loss of $21.4 million, from the C&J operations, from November 1, 2019 to December 31, 2019. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets The definite-lived intangible assets balance in the Company’s consolidated balance sheets represents the fair value measurement upon initial recognition, net of amortization, as applicable, related to the following: (Thousands of Dollars) December 31, 2021 Gross Accumulated Net Customer contracts $ 90,627 $ (44,063) $ 46,564 Non-compete agreements 2,377 (611) 1,766 Trademarks 2,409 (157) 2,252 Technology 32,226 (17,847) 14,379 Total $ 127,639 $ (62,678) $ 64,961 (Thousands of Dollars) December 31, 2020 Gross Accumulated Net Customer contracts $ 67,600 $ (37,607) $ 29,993 Non-compete agreements 700 (455) 245 Technology 29,378 (8,434) 20,944 Total $ 97,678 $ (46,496) $ 51,182 Amortization expense related to the intangible assets for the years ended December 31, 2021, 2020 and 2019 was $16.4 million, $12.6 million and $6.5 million, respectively. In connection with the C&J Merger, the Company was re-branded as NexTier and did not expect to obtain any further benefits or receive any cash flows associated with the Keane indefinite-lived trade name. As a result, the Company impaired $10.2 million related to the Keane trade name as of December 31, 2019. The impairment is recorded in impairment expense in the consolidated statements of operations and comprehensive loss. Amortization for the Company’s definite-lived intangible assets, excluding in-process software, over the next five years, is as follows: Year-end December 31, (Thousands of Dollars) 2022 $ (19,457) 2023 (12,336) 2024 (9,876) 2025 (8,452) 2026 (5,633) |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 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 Services 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 forward-looking selected market multiples for the guideline public company method were 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 forward-looking 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 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. During the third quarter of 2020, the Company assessed and deemed the sustained reductions in commodity prices and continuing market economic disruptions as a triggering event. As a result of the triggering event, the Company performed a test for goodwill impairment using the same methodologies used in the first quarter of 2020; however, no impairment of goodwill was recorded. During the Company’s annual testing as of October 31, 2020 and October 31, 2021, it was determined that there were no events that would indicate the carrying value of goodwill may not be recoverable or that a potential impairment exists. The changes in the carrying amount of goodwill for the years ended December 31, 2021, 2020 and 2019 were as follows: (Thousands of Dollars) Goodwill as of December 31, 2019 $ 137,458 Disposition of Well Support Services reporting unit (660) Impairment expense (32,600) Goodwill as of December 31, 2020 104,198 Completions Acquisition 733 Alamo Acquisition 87,849 Goodwill as of December 31, 2021 $ 192,780 The changes in the carrying amount of goodwill for the year ended December 31, 2021 consisted of amounts related to the completions acquisition and the Alamo acquisition. The changes in the carrying amount of goodwill for the year ended December 31, 2020 consisted of amounts related to the disposition of the Well Support Services reporting unit, and impairment expense. For additional information, see Note (3) (Mergers and Acquisitions) and Note (21) (Business Segments). As discussed above, in 2020 the Company recognized impairment expense of $32.6 million. There were no triggering events and no impairment expense recorded for the years ended 2021 and 2019. |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net, consisted of the following at December 31, 2021 and December 31, 2020: (Thousands of Dollars) December 31, December 31, Sand, including freight $ 9,674 $ 5,096 Chemicals and consumables 4,204 2,993 Materials and supplies 24,216 21,979 Total inventory, net $ 38,094 $ 30,068 Inventories are reported net of obsolescence reserves of $6.3 million and $4.4 million as of December 31, 2021 and 2020, respectively. The Company recognized $1.9 million, $2.6 million and $0.8 million of obsolescence expense during the years ended December 31, 2021, 2020 and 2019. Additionally, during the year ended December 31, 2020, the Company recognized a |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and Equipment, net consisted of the following at December 31, 2021 and December 31, 2020: (Thousands of Dollars) December 31, December 31, Land $ 13,317 $ 14,397 Building and leasehold improvements 75,892 78,078 Office furniture, fixtures and equipment 11,846 11,400 Machinery and equipment 1,424,317 1,284,163 1,525,372 1,388,038 Less accumulated depreciation (951,170) (929,290) Construction in progress 46,663 11,963 Total property and equipment, net $ 620,865 $ 470,711 Casualty Loss |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt at December 31, 2021 and December 31, 2020 consisted of the following: (Thousands of Dollars) December 31, December 31, 2018 Term Loan Facility 337,750 $ 341,250 2021 Equipment Loans 41,321 — Other long-term debt 533 — Less: Unamortized debt discount and debt issuance costs (4,719) (5,710) Total debt, net of unamortized debt discount and debt issuance costs 374,885 335,540 Less: Current portion (13,384) (2,252) Long-term debt, net of unamortized debt discount and debt issuance costs $ 361,501 $ 333,288 Below is a summary of the Company’s credit facilities outstanding as of December 31, 2021: (Thousands of Dollars) 2021 Equipment Loans 2019 ABL Facility 2018 Term Loan Facility Original facility size $ 46,500 $ 450,000 $ 350,000 Outstanding balance $ 41,321 $ — $ 337,750 Letters of credit issued $ — $ 23,200 $ — Available borrowing base commitment n/a $ 205,615 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 Loans for the next five years are presented below: Year-end December 31, (Thousands of Dollars) 2022 $ 14,738 2023 15,430 2024 15,790 2025 333,646 2026 — $ 379,604 Deferred Charges and Other Costs Deferred charges include deferred financing costs and debt discounts or debt premiums. Deferred charges related to the 2019 ABL Facility (defined below) are capitalized. Deferred charges related to the 2018 Term Loan Facility (defined below) and the 2021 Equipment Loans (defined below) are netted against the carrying amount of term debt. Deferred charges are amortized to interest expense using the effective interest method. Interest expense related to the deferred financing costs for the years ended December 31, 2021, 2020 and 2019 was $2.1 million, $2.2 million, and $1.4 million, respectively. Equipment Loans 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. On December 30, 2021 the Company entered into a term note for $3.4 million for additional equipment financing. The Note will bear interest at a rate of 5.25% per annum and has a maturity date of June 1, 2025. 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. 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 $2.3 million and $3.1 million as of December 31, 2021 and 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 as of the borrowing dates. 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. Term Loan Facility On May 25, 2018, the Company entered into a term loan facility (the “2018 Term Loan Facility”), the proceeds of which were used to repay the Company’s pre-existing term loan facility (the “2017 Term Loan Facility”). No prepayment penalties were incurred in connection with the Company’s early debt extinguishment of its 2017 Term Loan Facility. Deferred charges associated with the 2017 Term Loan Facility that were expensed upon repayment of the 2017 Term Loan Facility totaled $7.6 million. Deferred charges associated with the 2018 Term Loan Facility that were netted against the carrying amount of the term debt totaled $9.0 million. Unamortized deferred charges associated with the 2018 Term Loan Facility were $4.5 million and $5.7 million as of December 31, 2021 and 2020, respectively, and are recorded in long-term debt, net of deferred financing costs and debt discount, less current maturities on the consolidated balance sheets. |
Significant Risks and Uncertain
Significant Risks and Uncertainties | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021, 2020 and 2019, sales to Completion Services customers represented 93%, 87% and 94% of the Company’s consolidated revenue, respectively. The Company depends on its customers' willingness to make operating and capital expenditures to explore for, develop and produce oil and natural gas onshore in the U.S. This activity is driven by many factors, including current and expected crude oil and natural gas prices. From December 28, 2018 through December 31, 2019, U.S. active rig count decreased by approximately 26% to 805 rigs as market conditions tightened and competition within the completions industry increased. 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 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. From the end of the fourth quarter of 2019 through mid-August 2020, the U.S. active rig count decreased by 70%, from 805 to 244 rigs before recovering to 351 rigs by the end of 2020. In 2021, the U.S. active rig count recovery continued, increasing 67% from 351 rigs at the end of 2020 to 586 rigs by the end of 2021. This backdrop drastically impacted the demand for U.S. completions services and resulted in increased demand for our services throughout 2021 relative to 2020. By the end of 2021, we started to see signs of improving supply/demand dynamics for U.S. onshore completion services, which resulted in improved pricing and margins relative to earlier in 2021. The magnitude, cadence, and resilience of activity and margin improvement, including supply chain disruptions and inflationary pressures, is uncertain and dependent on a range of factors including COVID-19 demand resolution. For the year ended December 31, 2021, revenue from one customer individually represented approximately 14% of the Company’s consolidated revenue. This customer represented $193.4 million of our consolidated revenue in the Completions Services segment. For the year ended December 31, 2020, two customers individually represented more than 10% and collectively represented 29% of the Company’s consolidated revenue. These two customers represented $188.6 million and $160.5 million, respectively, of our consolidated revenue in the Completions Services segment. For the year ended December 31, 2019, four customers individually represented more than 10% and collectively represented 55% of the Company’s consolidated revenue. These four customers represented $346.9 million, $242.1 million, $213.4 million, and $194.7 million, respectively, of our consolidated revenue in the Completions Services segment. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 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 are accompanied by a make-whole guarantee at par value, which guarantees the payment of $34.4 million to NexTier after the WSS Notes are held to the one-year anniversary of March 9, 2021. The cash equivalent make-whole is issued under a fund guarantee by Ascribe III Investments LLC, 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 is 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. Unrealized gains and losses recognized in relation to the change in fair value of these instruments are recognized in net loss in the consolidated statements of operations and comprehensive loss. The fair value of the WSS Notes and make-whole guarantee are recorded in Other Current Assets on the consolidated balance sheets. See Note (21) 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 the 2018 Term Loan Facility. 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 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 December 31, 2021: Other current liability (2,787) — (2,787) — (2,787) Other noncurrent liability (3,747) — (3,747) — (3,747) 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): Year Ended December 31, 2021 2020 2019 Location Amount of loss recognized in other comprehensive income on derivative $ 1,703 $ (6,422) $ (7,628) OCI Amount of gain (loss) reclassified from accumulated other comprehensive loss into earnings (2,741) (2,334) 239 Interest Expense The gain (loss) recognized in other comprehensive income for the derivative instrument is presented within the hedging activities line item in the consolidated 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 at December 31, 2021, $3.0 million of net losses will be reclassified from accumulated other comprehensive loss into earnings within the next 12 months. The Company recognized a loss on the change in fair market value of the WSS Notes and make-whole derivative of $0.9 million for the year ended December 31, 2020 which is recorded within other income (expense) on the consolidated statements of operations and comprehensive loss. See Note (11) Fair Value Measurements and Financial Information for further information related to the Company’s derivative instruments. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Information | 12 Months Ended |
Dec. 31, 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. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, derivative instruments, long-term debt and finance lease obligations. As of December 31, 2021, and 2020, the carrying values of the Company’s financial instruments, included in its consolidated balance sheets, approximated or equaled their fair values. Recurring Fair Value Measurement As of December 31, 2021, the Company has three financial instruments measured at fair value on a recurring basis which are its interest rate derivative (see Note (10) Derivatives above), the equity security investment, and the Earnout Payments. 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. The equity security investment is presented within other current assets in the consolidated balance sheets, while the interest rate derivative and the Earnout Payments are presented within other current liabilities and other noncurrent liabilities in the consolidated balance sheets. 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 Note (see Note (10) Derivatives above) and equity security investment. The fair market value of the derivative financial instruments reflected on the consolidated balance sheets as of December 31, 2021, and 2020 was determined using industry-standard models that consider various assumptions, including current market and contractual rates for the underlying instruments, time value, implied volatilities, nonperformance risk, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace through the full term of the instrument and can be supported by observable data. The following tables present the placement in the fair value hierarchy of assets and liabilities that were measured at fair value on a recurring basis at December 31, 2021, and 2020 (in thousands of dollars): Fair value measurements at reporting date using December 31, 2021 Level 1 Level 2 Level 3 Assets: Equity security investment $ 7,743 $ 7,743 $ — $ — Liabilities: Earnout Payments (11,795) — — (11,795) Interest rate derivative $ (6,534) $ — $ (6,534) $ — 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 derivatives $ (11,121) $ — $ (11,121) $ — Non-Routine Fair Value Measurement The fair values of indefinite-lived assets and long-lived assets are determined with internal cash flow models based on significant unobservable inputs. The Company measures the fair value of its property, plant and equipment using the discounted cash flow method, the fair value of its customer contracts using the multi-period excess earning method and income based “with and without” method, the fair value of its trade names and acquired technology using the “income-based relief-from-royalty” method and the fair value of its non-compete agreement using the “lost income” approach. Assets acquired as a result of the acquisition of the C&J and Alamo transactions were recorded at their fair values on the date of acquisition. See Note (3) Mergers and Acquisitions for further details. Given the unobservable nature of the inputs used in the Company’s internal cash flow models, the cash flows models are deemed to use Level 3 inputs. Credit Risk The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents, derivative contracts and trade receivables. The Company’s cash balances on deposit with financial institutions totaled $110.7 million and $276.0 million as of December 31, 2021 and 2020, respectively, which exceeded Federal Deposit Insurance Corporation insured limits. The Company regularly monitors these institutions’ financial condition. The credit risk from the derivative contract derives from the potential failure of the counterparty to perform under the terms of the derivative contracts. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties, whose Standard & Poor’s credit rating is higher than BBB. The derivative instruments entered into by the Company do not contain credit-risk-related contingent features. The majority of the Company’s trade receivables have payment terms of 30 to 60 days or less. Significant customers are those that individually account for 10% or more of the Company’s consolidated revenue or total accounts receivable. As of December 31, 2021, trade receivables from one customer individually represented 17% of the Company’s total accounts receivable. As of December 31, 2020, trade receivables from one customer individually represented 17% of the Company’s total accounts receivable. The Company mitigates the associated credit risk by performing credit evaluations and monitoring the payment patterns of its customers. The Company has a process in place to collect all receivables within 30 to 60 days of aging. As of December 31, 2021, the Company had $1.9 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 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 December 31, 2021, the Company had four types of stock-based compensation 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 restricted stock units issued to executive officers and key management employees. The Company has approximately 7,844,941 shares of its common stock reserved and available for grant under the Equity and Incentive Award Plan. For details on the Company’s accounting policies for determining stock-based compensation expense, see Note (2) Summary of Significant Accounting Policies: (k) Stock-based compensation. Non-cash stock compensation expense is generally presented within selling, general and administrative expense in the consolidated statements of operations and comprehensive loss however, for the year ended December 31, 2020, the Company presented $2.7 million within merger and integration. These amounts primarily relate to the accelerated vesting of certain awards that contained pre-existing change in control provisions. The following table summarizes stock-based compensation expense for the years ended December 31, 2021, 2020 and 2019 (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Restricted stock awards 1,364 1,589 1,486 Restricted stock units 14,674 19,201 20,426 Non-qualified stock options 76 894 3,498 Restricted stock performance-based stock unit awards 8,563 4,142 3,567 Stock-based compensation $ 24,677 $ 25,826 $ 28,977 Tax benefit (4,751) (5,557) (6,954) Stock-based compensation, net of tax $ 19,926 $ 20,269 $ 22,023 (a) Restricted stock awards For the years ended December 31, 2021, 2020, and 2019 the Company recognized $1.4 million, $1.6 million, and $1.5 million respectively, of non-cash stock compensation expense. As of December 31, 2021, total unamortized compensation cost related to unvested restricted stock awards was $0.5 million, which the Company expects to recognize over the remaining weighted-average period of 0.45 years. Rollforward of restricted stock awards as of December 31, 2021 is as follows: Number of Restricted Stock Awards Weighted average grant date fair value Total non-vested at December 31, 2020 623 $ 2.27 Shares issued 256 5.67 Shares vested (669) 2.70 Shares forfeited — — Non-vested balance at December 31, 2021 210 $ 5.67 (b) Restricted stock units For the years ended December 31, 2021, 2020 and 2019, the Company recognized $14.7 million, $19.2 million and $20.4 million, respectively, of non-cash stock compensation expense. As of December 31, 2021, total unamortized compensation cost related to unvested restricted stock units was $21.9 million, which the Company expects to recognize over the remaining weighted-average period of 1.76 years. Rollforward of restricted stock units as of December 31, 2021 is as follows: Number of Restricted Stock Units Weighted average grant date fair value Total non-vested at December 31, 2020 4,087 $ 6.12 Units issued 5,909 4.08 Units vested (1,682) 6.8 Units forfeited (725) 4.54 Non-vested balance at December 31, 2021 7,589 $ 4.53 (c) Non-qualified stock options For the years ended December 31, 2021, 2020 and 2019, the Company recognized $0.1 million, 0.9 million and $3.5 million, respectively, of non-cash stock compensation expense. As of December 31, 2021, the Company did not have any unamortized compensation cost related to unvested stock options. Rollforward of stock options as of December 31, 2021 is as follows: Number of Stock Options Weighted average grant date fair value Total outstanding at December 31, 2020 1,741 $ 4.86 Options granted — — Options exercised — — Actual options forfeited — — Options expired — — Total outstanding at December 31, 2021 1,741 $ 4.86 There were 1.7 million stock options exercisable or vested at December 31, 2021. Assumptions used in calculating the fair value of the stock options granted during the year are summarized below: 2019 Options Granted 2018 Options Granted 2017 Options Granted Valuation assumptions: Expected dividend yield 0 % 0 % 0 % Expected equity volatility 49.6 % 46.3 % 51.5 % Expected term (years) 7.3 - 8.1 6 6 Risk-free interest rate 1.7 % 2.7 % 1.6 % Weighted average: Exercise price per stock option $19.09 - $26.41 $ 15.31 $ 19.00 Market price per share $ 4.55 $ 15.31 $ 14.49 Weighted average fair value per stock option $ 0.74 $ 7.28 $ 6.16 (d) Performance-based RSU awards During the first and second quarter of 2021, the Company issued 550,899 and 1,473,736 of performance based RSUs to executive officers under its Equity Award Plans, which were fair valued at $3.2 million and $13.7 million using a Monte Carlo simulation method. Each vesting is subject to a payout percentage based on the Company's annualized total stockholder return ranking relative to its total stockholder return peer group achieved during the performance period. The number of shares that may be earned at the end of the vesting period ranges from —% to 200% of the target award amount, if the performance criteria is met. These performance-based RSUs will be settled in the Company's common stock and are classified as equity awards. The compensation expense associated with these performance-based RSUs will be amortized into earnings on a straight-line basis. As of December 31, 2021, total unamortized compensation cost related to unvested performance-based RSUs was $14.2 million, which the Company expects to recognize over the weighted-average period of 1.91 years. Number of Performance-based RSU’s Weighted average grant date fair value Total outstanding at December 31, 2020 1,268 $ 7.15 Performance-based RSU’s issued 2,220 7.91 Performance-based RSU’s vested (590) 3.36 Performance-based RSU’s forfeited (50) 6.27 Total outstanding at December 31, 2021 2,848 $ 8.56 Assumptions used in calculating the fair value of the first quarter performance-based RSU’s granted during the year are summarized below: 2021 Performance based RSU’s Granted Valuation assumptions: Expected dividend yield 0 % Expected equity volatility, including peers 55.2% - 147.9% Expected term (years) 3 Risk-free interest rate 0.2% - 0.3% |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity (a) Vesting of Stock Awards During the year ended December 31, 2021, 2,162,825 shares were issued, net of share settlements for payment of payroll taxes, upon the vesting of stock-based compensation awards. Shares withheld during the period were immediately retired by the Company. (b) C&J Merger As described in Note (3) Mergers and Acquisitions, the Company completed the C&J Merger on October 31, 2019 for total consideration of approximately $485.1 million, consisting of (i) equity consideration in the form of 105.9 million shares of common stock issued to C&J stockholders with a value of $481.9 million and (ii) replacement share based compensation awards attributable to pre-Merger services with a value of $3.2 million. (c) Alamo Acquisition As described in Note (3) Mergers and Acquisitions, |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss in the equity section of the consolidated balance sheets includes the following: (Thousands of Dollars) Foreign currency Interest rate AOCI December 31, 2020 $ (357) $ (12,753) $ (13,110) Net income (loss) — 2,741 2,741 Other comprehensive loss 407 1,703 2,110 December 31, 2021 $ 50 $ (8,309) $ (8,259) The following table summarizes reclassifications out of accumulated other comprehensive loss into earnings during years ended December 31, 2021, 2020 and 2019 (in thousands of dollars): Year Ended December 31, Affected line item 2021 2020 2019 Interest rate derivatives, hedging $ (2,741) $ (2,334) $ 239 Interest expense |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss per Share | Loss per Share Basic loss per share is based on the weighted average number of common shares outstanding during the period. Restricted stock awards and RSUs are not considered issued and outstanding for purposes of earnings per share calculations until vested. Diluted loss per share includes additional common shares that would have been outstanding if potential common shares with a dilutive effect, such as stock awards from the Company’s Equity and Incentive Award Plan, had been issued. Anti-dilutive securities represent potentially dilutive securities that are excluded from the computation of diluted income or (loss) per share as their impact would be anti-dilutive. A reconciliation of the numerators and denominators used for the basic and diluted net loss per share computations is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (119,423) $ (346,883) $ (106,157) Denominator: Basic weighted-average common shares outstanding (1) 224,401 213,795 122,977 Dilutive effect of restricted stock awards 145 199 43 Dilutive effect of RSUs granted under stock incentive plans 1,140 39 81 Dilutive effect of performance-based restricted stock awards granted under the Equity Plan 625 1,041 — Diluted weighted-average common shares outstanding 226,311 215,074 123,101 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company adopted the new leases standard (ASC 842) effective January 1, 2019, using the modified retrospective transition method. The Company recognized a lease right-of-use asset and lease liability of approximately $61.0 million on its consolidated balance sheet on January 1, 2019, for its operating leases that existed upon the effective date, with no additional impact to its consolidated statements of operations and comprehensive loss or statements of cash flows. The Company also determined that while its hydraulic fracturing fleets represent lease components in its customer contracts, these lease components do not represent the predominant components in its customer contracts. As such the Company has elected to account for the combined components of its customer contracts under the revenue recognition standard. In connection with the adoption of this standard, the Company implemented internal controls to ensure that the Company's contracts are properly evaluated to determine applicability under the new lease standard and that the Company properly applies the standard in accounting for and reporting on all its qualifying leases. The Company has operating leases for certain of its corporate offices, field shops, apartments, warehouses, rail cars, frac pumps, trailers, tractors and certain other equipment. The Company also has finance leases for its light duty vehicles and frac pumps. The Company acquired the majority of its finance leases as part of the Alamo Acquisition and inherited Alamo’s lease classification as of the time of the acquisition. The Company's leases have variable payments with annual escalations that are based on the proportion by which the consumer price index ("CPI") for all urban consumers increased over the CPI index for the prior comparative year. The Company's leases have remaining lease terms of less than 1 to 13 years, some of which include extension and termination option. None of these extension and termination options were used to determine the Company's right-of-use assets and lease liabilities, as the Company has not determined it is probable that it will exercise any of these options. None of the Company's leases have residual value guarantees. The components of the Company's lease costs are as follows: (Thousands of Dollars) Year ended December 31, 2021 Year ended December 31, 2020 Operating lease cost $ 19,607 $ 15,702 Finance lease cost: Amortization of right-of-use assets 1,418 2,027 Interest on lease liabilities 584 269 Total finance lease cost 2,002 2,296 Short-term and Variable lease cost (1) 6,537 7,469 Sublease income — — Total lease cost $ 28,146 $ 25,467 (1) Cost from variable amounts excluded from determination of lease liability. Supplemental cash flows related to leases are as follows: (Thousands of Dollars) Year ended December 31, 2021 Year ended December 31, 2020 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ 14,507 $ 21,049 Operating cash flows from finance leases 538 240 Financing cash flows from finance leases 4,155 3,752 Weighted average remaining lease terms are as follows: Year ended December 31, 2021 Year ended December 31, 2020 Operating leases 6.98 years 4.72 years Finance leases 2.98 years 1.88 years Weighted average discount rate on the Company's lease liabilities are as follows: Year ended December 31, 2021 Year ended December 31, 2020 Operating leases 6.83% 8.65% Finance leases 4.00% 5.79% Maturities of the Company's lease liabilities as of December 31, 2021, per ASU 2016-02, were as follows: (Thousands of Dollars) Year ending December 31, Operating leases Finance leases 2022 $ 8,709 $ 13,001 2023 5,560 17,256 2024 3,497 10,042 2025 2,929 923 2026 2,275 — Thereafter 12,022 — Total undiscounted remaining minimum lease payments 34,992 41,222 Less imputed interest (7,094) (2,443) Total discounted remaining minimum lease payments 27,898 $ 38,779 During the year ended December 31, 2021, the Company entered into two separate agreements with a supplier to sell some diesel-fueled equipment in exchange for credits used to purchase Tier 4 DGB conversion and conversion kits. As part of the agreement, the Company would lease back the equipment for 18 months. The Company determined that the first agreement did not meet the criteria to be classified as a sale-leaseback transaction and was deemed a failed sale-leaseback. This resulted in the recognition of a finance liability of $15.8 million classified in other current liabilities and other non-current liabilities in the consolidated balance sheets. The second agreement met the criteria to be classified as a sale-leaseback transaction and resulted in the recognition of a right-of-use asset and a finance lease liability of $3.0 million and a finance liability of $1.9 million. |
Leases | Leases The Company adopted the new leases standard (ASC 842) effective January 1, 2019, using the modified retrospective transition method. The Company recognized a lease right-of-use asset and lease liability of approximately $61.0 million on its consolidated balance sheet on January 1, 2019, for its operating leases that existed upon the effective date, with no additional impact to its consolidated statements of operations and comprehensive loss or statements of cash flows. The Company also determined that while its hydraulic fracturing fleets represent lease components in its customer contracts, these lease components do not represent the predominant components in its customer contracts. As such the Company has elected to account for the combined components of its customer contracts under the revenue recognition standard. In connection with the adoption of this standard, the Company implemented internal controls to ensure that the Company's contracts are properly evaluated to determine applicability under the new lease standard and that the Company properly applies the standard in accounting for and reporting on all its qualifying leases. The Company has operating leases for certain of its corporate offices, field shops, apartments, warehouses, rail cars, frac pumps, trailers, tractors and certain other equipment. The Company also has finance leases for its light duty vehicles and frac pumps. The Company acquired the majority of its finance leases as part of the Alamo Acquisition and inherited Alamo’s lease classification as of the time of the acquisition. The Company's leases have variable payments with annual escalations that are based on the proportion by which the consumer price index ("CPI") for all urban consumers increased over the CPI index for the prior comparative year. The Company's leases have remaining lease terms of less than 1 to 13 years, some of which include extension and termination option. None of these extension and termination options were used to determine the Company's right-of-use assets and lease liabilities, as the Company has not determined it is probable that it will exercise any of these options. None of the Company's leases have residual value guarantees. The components of the Company's lease costs are as follows: (Thousands of Dollars) Year ended December 31, 2021 Year ended December 31, 2020 Operating lease cost $ 19,607 $ 15,702 Finance lease cost: Amortization of right-of-use assets 1,418 2,027 Interest on lease liabilities 584 269 Total finance lease cost 2,002 2,296 Short-term and Variable lease cost (1) 6,537 7,469 Sublease income — — Total lease cost $ 28,146 $ 25,467 (1) Cost from variable amounts excluded from determination of lease liability. Supplemental cash flows related to leases are as follows: (Thousands of Dollars) Year ended December 31, 2021 Year ended December 31, 2020 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ 14,507 $ 21,049 Operating cash flows from finance leases 538 240 Financing cash flows from finance leases 4,155 3,752 Weighted average remaining lease terms are as follows: Year ended December 31, 2021 Year ended December 31, 2020 Operating leases 6.98 years 4.72 years Finance leases 2.98 years 1.88 years Weighted average discount rate on the Company's lease liabilities are as follows: Year ended December 31, 2021 Year ended December 31, 2020 Operating leases 6.83% 8.65% Finance leases 4.00% 5.79% Maturities of the Company's lease liabilities as of December 31, 2021, per ASU 2016-02, were as follows: (Thousands of Dollars) Year ending December 31, Operating leases Finance leases 2022 $ 8,709 $ 13,001 2023 5,560 17,256 2024 3,497 10,042 2025 2,929 923 2026 2,275 — Thereafter 12,022 — Total undiscounted remaining minimum lease payments 34,992 41,222 Less imputed interest (7,094) (2,443) Total discounted remaining minimum lease payments 27,898 $ 38,779 During the year ended December 31, 2021, the Company entered into two separate agreements with a supplier to sell some diesel-fueled equipment in exchange for credits used to purchase Tier 4 DGB conversion and conversion kits. As part of the agreement, the Company would lease back the equipment for 18 months. The Company determined that the first agreement did not meet the criteria to be classified as a sale-leaseback transaction and was deemed a failed sale-leaseback. This resulted in the recognition of a finance liability of $15.8 million classified in other current liabilities and other non-current liabilities in the consolidated balance sheets. The second agreement met the criteria to be classified as a sale-leaseback transaction and resulted in the recognition of a right-of-use asset and a finance lease liability of $3.0 million and a finance liability of $1.9 million. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table summarizes the income (loss) from continuing operations before income taxes in the following jurisdictions: (Thousands of Dollars) Year Ended December 31, 2021 2020 2019 Domestic $ (157,713) $ (357,250) $ (106,879) Foreign 39,976 11,837 1,727 $ (117,737) $ (345,413) $ (105,152) The components of the Company’s income tax provision are as follows: (Thousands of Dollars) Year Ended December 31, 2021 2020 2019 Current: State $ (54) $ (297) $ 709 Foreign 1,677 1,858 627 Total current income tax provision $ 1,623 $ 1,561 $ 1,336 Deferred: Federal $ 55 $ (158) $ (239) State 8 53 (92) Foreign — 14 — Total deferred income tax provision 63 (91) (331) $ 1,686 $ 1,470 $ 1,005 The following table presents the reconciliation of the Company’s income taxes calculated at the statutory federal tax rate, currently 21%, to the income tax provision in its consolidated statements of operations and comprehensive loss. State income tax benefit is offset by state deferred tax asset calculation adjustment which negates the expected state income tax benefit impact on the financials. The Company’s effective tax rate for 2021 of (1.43)% differs from the statutory rate, primarily due to state taxes, foreign withholding taxes, and a change in the valuation allowance. The Company’s effective tax rate for 2020 was (0.43)%. (Thousands of Dollars) December 31, December 31, December 31, Income tax provision computed at the statutory federal rate $ (24,724) $ (72,537) $ (22,082) Reconciling items: State income taxes, net of federal tax benefit (1,959) (12,222) (1,463) Deferred tax asset valuation adjustment 25,306 82,557 14,987 Permanent differences 2,796 4,589 9,962 Foreign withholding taxes 1,683 1,870 627 Other (1,416) (2,787) (1,026) Income tax provision $ 1,686 $ 1,470 $ 1,005 Deferred income taxes are provided to reflect the future tax consequences or benefits of differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates. (Thousands of Dollars) Year Ended December 31, 2021 2020 2019 Deferred tax assets: Stock-based compensation $ 6,247 $ 4,972 $ 4,124 Net operating loss and other carry-forwards 364,882 284,151 196,949 Accruals and other 14,472 15,535 21,411 PPE & Intangibles — — 1,474 Gross deferred tax assets 385,601 304,658 223,958 Valuation allowance (318,260) (294,101) (223,419) Total deferred tax assets $ 67,341 $ 10,557 $ 539 Deferred tax liability: PP&E and intangibles $ (65,163) $ (8,317) $ — Prepaids and other (2,241) (2,240) (645) Total deferred tax liability (67,404) (10,557) (645) Net deferred tax liability $ (63) $ — $ (106) As of December 31, 2021, NexTier had total U.S. federal tax net operating loss (“NOL”) carryforwards of $1.5 billion, of which, $380.2 million, if not utilized, will begin to expire in the year 2031. The remaining federal NOLS can be carried forward indefinitely. The total deferred tax asset for net operating loss and other carryforwards also includes approximately $40.9 million of interest expense carryovers with indefinite life. Of the federal NOLs that can be carried forward indefinitely, $350.8 million is related to the Company’s current year federal tax loss. The Company has state NOLS of $617.0 million, which if not utilized, will expire in various years between 2025 and 2038. Additionally, the Company has $18.0 million of NOLs in foreign jurisdictions that, if not utilized, will begin to expire in the year 2034. As a result of the C&J Merger on October 31, 2019, NexTier had a change in ownership for purposes of Section 382 of the Internal Revenue Code (“IRC”). As a result, the amount of pre-change NOLs and other tax attributes that are available to offset future taxable income are subject to an annual limitation. The annual limitation is based on the value of the Company as of the effective date of the C&J Merger. The Company’s Section 382 annual limitation is $8.5 million. In addition, this annual limitation is subject to adjustments from the realization of net unrealized built-in gain (“NUBIG”) during a five-year recognition period ending October 31, 2024. As of December 31, 2021, it is expected that all of the Company’s pre-change NOLs of $398.8 million incurred prior to the C&J Merger will be available for use during the applicable carryforward period without becoming permanently lost by the Company due to expiration. The Company’s pre-change NOLs subject to expiration comprise $275.8 million out of the total $398.8 million. C&J Energy Services, Inc. had Pre-change NOLs carry forward prior to the C&J Merger. As a result of the C&J Merger, such NOLs were carried over to the Company. These NOLs are also subject to an annual limitation under IRC Section 382. The Company’s annual limitation with respect to the C&J Energy NOLs is $8.6 million and is subject to adjustments from the realization of net unrealized built-in loss (“NUBIL”) during a five-year recognition period ending October 31, 2024. Due to this IRC Section 382 annual limitation, some of the NOLs carried over to the Company from C&J Energy Services, Inc. are expected to become permanently lost by the Company due to the expiration and will not be available for use by the Company during the applicable carryforward period. The Company has not reflected the NOLs expected to expire as a result of this limitation in its summary of deferred tax assets or in the NOLs disclosed within this paragraph. The pre-change NOLs carried over from C&J Energy Services, Inc. including built-in loss through December 31, 2021, total $443.3 million of which $104.4 million are subject to expiration, but not expected to expire as a result of the IRC Section 382 limitation. ASC 740, “Income Taxes,” requires the Company to reduce its deferred tax assets by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that all or a portion of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. As a result of the Company’s evaluation of both the positive and negative evidence, the Company determined it does not believe it is more likely than not that its deferred tax assets will be utilized in the foreseeable future and has recorded a valuation allowance. The valuation allowance as of December 31, 2021 fully offsets the net deferred tax assets, excluding deferred tax liabilities related to certain indefinite-lived assets. The valuation allowance as of December 31, 2017 fully offsets the impact of the initial benefit recorded related to the formation of NexTier Oilfield Solutions Inc., excluding deferred tax liabilities related to certain indefinite lived assets. This initial deferred impact was recorded as an adjustment to equity due to a transaction between entities under common control. The valuation allowances as of December 31, 2021, 2020, and 2019 were $318.3 million, $294.1 million and $223.4 million, respectively. Changes in the valuation allowance for deferred tax assets were as follows: (Thousands of Dollars) Valuation allowance as of the beginning of January 1, 2021 $ 294,101 Charge as (benefit) expense to income tax provision for current activities 25,306 Changes to other comprehensive loss (1,147) Valuation allowance as of December 31, 2021 $ 318,260 The Company may be subject to the Global Intangible Low-Taxed Income (“GILTI”) as a result of its foreign operations. The Company accounts for any U.S. taxable income inclusion under GILTI as a permanent book/tax difference. There were no unrecognized tax benefits nor any accrued interest or penalties associated with unrecognized tax benefits during the years ended December 31, 2021, 2020 and 2019. The Company believes it has appropriate support for the income tax positions taken and to be taken on the Company’s tax returns, and its accruals for tax liabilities are adequate for all open years based on our assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. The Company classifies interest and penalties within the provision for income taxes. The Company’s tax returns are open to audit under the statute of limitations for the years ended December 31, 2018 through December 31, 2020 for federal tax purposes and for the years ended December 31, 2017 through December 31, 2020 for state tax purposes. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of December 31, 2021, and 2020, the Company had $1.0 million and $4.9 million of deposits on equipment, respectively. Outstanding purchase commitments on equipment were $54.1 million and $23.4 million, as of December 31, 2021, and 2020, respectively. As of December 31, 2021, the Company has a letter of credit of $23.2 million under the 2019 ABL Facility. In the normal course of operations, the Company enters into certain long-term raw material supply agreements for the supply of proppant to be used in hydraulic fracturing. As part of some of these agreements, the Company is subject to minimum tonnage purchase requirements and may pay penalties in the event of any shortfall. The Company purchased $47.8 million, $77.6 million and $160.0 million amounts of proppant under its take-or-pay agreements during the years ended December 31, 2021, 2020 and 2019. Aggregate minimum commitments under long-term raw material supply agreements with payment penalties for minimum tonnage purchases for the next five years as of December 31, 2021 are listed below: (Thousands of Dollars) Year-end December 31, 2022 $ 33,886 2023 5,160 2024 1,190 2025 — 2026 — $ 40,236 Litigation From time to time, the Company is subject to legal and administrative proceedings, settlements, investigations, claims and actions, as is typical of the industry. These claims include, but are not limited to, contract claims, environmental claims, employment related claims, claims alleging injury or claims related to operational issues and motor vehicle accidents. The Company’s assessment of the likely outcome of litigation matters is based on its judgment of a number of factors, including experience with similar matters, past history, precedents, relevant financial information and other evidence and facts specific to the matter. The Company may increase or decrease its legal accruals in the future, on a matter-by-matter basis, to account for developments in such matters. Notwithstanding the uncertainty as to the final outcome and based upon the information currently available to it, the Company does not currently believe these matters in aggregate will have a material adverse effect on its consolidated financial position, results of operations or liquidity. Environmental The Company is subject to various federal, state and local environmental laws and regulations that establish standards and requirements for protection of the environment. The Company cannot predict the future impact of such standards and requirements, which are subject to change and can have retroactive effectiveness. The Company continues to monitor the status of these laws and regulations. Currently, the Company has not been fined, cited or notified of any environmental violations that would have a material adverse effect upon its financial position, liquidity or capital resources. However, management does recognize that by the very nature of the Company’s business, material costs could be incurred in the near term to maintain compliance. The amount of such future expenditures is not determinable due to several factors, including the unknown magnitude of possible regulation or liabilities, the unknown timing and extent of the corrective actions which may be required, the determination of the Company’s liability in proportion to other responsible parties and the extent to which such expenditures are recoverable from insurance or indemnification. Regulatory Audits 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 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 | 12 Months Ended |
Dec. 31, 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 $0.6 million, $2.2 million and $4.1 million during the years ended December 31, 2021, 2020 and 2019, respectively. In connection with the Company’s research and development initiatives, the Company engaged in transactions with its equity-method investee. As of December 31, 2020, the Company had purchased $1.7 million of shares in its equity-method investee. In the first quarter of 2020, the Company had enough evidence to believe that it would not be able to recover its $1.7 million investment in its equity-method investee and completely impaired it. The impairment is recorded in impairment expense in the consolidated statement of operations and comprehensive loss. For additional information, see Note (2) Summary of Significant Accounting Policies. As part of the Purchase Agreement, the Company agreed to provide certain post-closing services to Alamo Frac Holdings, LLC valued as $30.0 million in the aggregate . During the year ended December 30, 2021, the Company provided services to Alamo Frac Holdings, LLC of $6.3 million as part of the Purchase Agreement. The Company has a remaining customer contract liability related to these services of $23.7 million as of December 31, 2021. |
Retirement Benefits and Nonreti
Retirement Benefits and Nonretirement Postemployment Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Benefits and Nonretirement Postemployment Benefits | Retirement Benefits and Nonretirement Postemployment Benefits Defined Contribution Plan The Company sponsors two different 401(k) defined contribution retirement plans covering eligible employees. The Company makes matching contributions of up to 3.5% of eligible compensation, but suspended the Company matching contribution to the 401(k) plans as of May 1, 2020. Eligible employees can make annual contributions to one of the two plans for which they are eligible up to the maximum amount allowed by current federal regulations, as noted in the plan documents. Due to the suspension of the matching contribution plan, the Company did not make any contributions during the year ended December 31, 2021. Contributions made by the Company related to the years ended December 31, 2020, and 2019 were $4.5 million and $8.1 million, respectively. Severance The Company provides severance benefits to certain of its employees in connection with the termination of their employment. Severance benefits offered by the Company were $2.1 million, |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments In accordance with 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 (“WSS”) 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 prior to the WSS divestiture, the Company’s revised reportable segments were: (i) Completion Services and (ii) Well Construction and Intervention Services (“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 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. Well Construction and Intervention Services The Company’s WC&I 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 c onsolidated 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. The following tables present financial information with respect to the Company’s segments. Corporate and Other represents costs not directly associated with a segment, such as interest expense, income taxes and corporate overhead. Corporate assets include cash, deferred financing costs, derivatives and entity-level machinery equipment. Year Ended December 31, 2021 2020 2019 Operations by reportable segment Adjusted gross profit (loss): Completion Services (1) $ 165,867 $ 168,276 $ 401,845 WC&I (1) 10,016 9,731 7,812 Well Support Services (1) — 12,338 7,967 Total adjusted gross profit $ 175,883 $ 190,345 $ 417,624 (1) Adjusted gross profit at the segment level is not considered to be a non-GAAP financial measure as it is the Company's segment measure of profitability and is required to be disclosed under GAAP pursuant to ASC 280. Year ended December 31, 2021 Completion Services WC&I Well Support Services Total Revenue $ 1,324,888 $ 98,553 $ — $ 1,423,441 Cost of Services 1,165,881 89,440 — 1,255,321 Gross profit excluding depreciation and amortization 159,007 9,113 — 168,120 Management adjustments associated with cost of services (1) 6,860 903 — 7,763 Adjusted gross profit (2) $ 165,867 $ 10,016 $ — $ 175,883 (1) 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. (2) Adjusted gross profit at the segment level is not considered to be a non-GAAP financial measure as it is the Company’s segment measure of profitability and is required to be disclosed under GAAP pursuant to ASC 280. Year ended December 31, 2020 Completion Services WC&I Well Support Services Total Revenue $ 1,046,314 $ 98,338 $ 57,929 $ 1,202,581 Cost of Services 893,785 93,198 45,591 1,032,574 Gross profit excluding depreciation and amortization 152,529 5,140 12,338 170,007 Management adjustments associated with cost of services (1) 15,747 4,591 — 20,338 Adjusted gross profit (2) $ 168,276 $ 9,731 $ 12,338 $ 190,345 (1) 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. (2) Adjusted gross profit at the segment level is not considered to be a non-GAAP financial measure as it is the Company’s segment measure of profitability and is required to be disclosed under GAAP pursuant to ASC 280. Year ended December 31, 2019 Completion Services WC&I Well Support Services Total Revenue $ 1,709,934 $ 63,039 $ 48,583 $ 1,821,556 Cost of Services 1,308,089 55,227 40,616 1,403,932 Gross profit excluding depreciation and amortization 401,845 7,812 7,967 417,624 Management adjustments associated with cost of services (3) — — — — Adjusted gross profit (2) $ 401,845 $ 7,812 $ 7,967 $ 417,624 (2) Adjusted gross profit at the segment level is not considered to be a non-GAAP financial measure as it is the Company’s segment measure of profitability and is required to be disclosed under GAAP pursuant to ASC 280. (3) Adjustments relate to integration costs recorded in costs of services as a result of the RSI asset acquisition in 2018. (Thousands of Dollars) December 31, December 31, Total assets by segment: Completion Services $ 1,201,265 $ 689,814 WC&I 60,195 62,959 Well Support Services — — Corporate and Other 196,121 405,115 Total assets $ 1,457,581 $ 1,157,888 Goodwill by segment: Completion Services $ 192,780 $ 104,198 WC&I — — Well Support Services — — Corporate and Other — — Total goodwill $ 192,780 $ 104,198 |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [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 Contract 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. This standard was effective for fiscal years beginning after December 15, 2020. ASU 2020-10 did not 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. This standard was effective for fiscal years beginning after December 15, 2021. ASU 2020-06 did not 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_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of accounting | The accompanying consolidated financial statements were prepared using United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) and the instructions to Form 10-K and Regulation S-X and include all of the accounts of NexTier and its consolidated subsidiaries. |
Principles of Consolidation | All intercompany transactions and balances have been eliminated. |
Use of estimates | The Company’s accounting policies are in accordance with GAAP. The preparation of financial statements in conformity with these accounting principles requires the Company to make estimates and assumptions that affect (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and (2) the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from the Company’s estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment and intangible assets; allowances for doubtful accounts; inventory reserves; acquisition accounting; contingent liabilities; and the valuation of property and equipment, intangible assets, equity issued as consideration in an acquisition, income taxes, stock-based incentive plan awards and derivatives. |
Business Combinations 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. 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. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash is invested in overnight repurchase agreements and certificates of deposit with an initial term of less than three months.Net cash received from certain dispositions or casualty events of more than $25.0 million per single transaction or $50.0 million per series of related transactions, under the 2018 Term Loan Facility (as defined herein), and of more than $50.0 million, under the 2019 ABL Facility (as defined herein), is not considered to be restricted as long as the Company, at management’s discretion, reinvests any part of such proceeds in assets (other than current assets) to be used for its business (in the case of the 2018 Term Loan Facility) and for replacing or repairing the assets in respect of which such proceeds were received (in the case of the 2019 ABL Facility), in each case within 12 months from the receipt date of such proceeds. Otherwise, the proceeds are required to be applied as a prepayment of the 2018 Term Loan Facility or any outstanding commitments under the 2019 ABL Facility. The Company did not have any qualifying asset sale proceeds or insurance proceeds that exceeded the dollar thresholds described above for the years ended December 31, 2021 and 2020. |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are generally recorded at the invoiced amount. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. As a result of the adoption of ASU 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” on January 1, 2020 the Company evaluates its accounts receivable through a continuous process of assessing its portfolio on an individual customer and overall basis. This process consists of a thorough review of historical collection experience, current aging status of the customer accounts, and financial condition of customers. Based on our review of these factors, we establish or adjust allowances for specific customers. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Costs of inventories include purchase, conversion and condition. As inventory is consumed, the expense is recorded in cost of services in the consolidated statements of operations and comprehensive loss using the weighted average cost method for non-manufacturing inventory and standard cost method for manufacturing inventory.The Company periodically reviews the nature and quantities of inventory on hand and evaluates the net realizable value of items based on historical usage patterns, known changes to equipment or processes and customer demand for specific products. Significant or unanticipated changes in business conditions could impact the magnitude and timing of impairment recognized. Provision for excess or obsolete inventories is determined based on historical usage of inventory on-hand, volume on-hand versus anticipated usage, technological advances and consideration of current market conditions. Inventories that have not turned over for more than a year are subject to a slow-moving reserve provision. In addition, inventories that have become obsolete due to technological advances, excess volume on-hand or no longer configured to operate with the Company’s equipment are written-off. |
Revenue Recognition | Revenue Recognition Revenues are accounted for in accordance with ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. 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 Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“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 $27.0 million of unsatisfied performance obligations as of December 31, 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. As of December 31, 2021, the Company’s customer contract liability balance is related to the post close service agreement as a result of the Alamo Acquisition. Payment terms after invoicing are typically 30 to 60 days or less. The Company does not have any significant contract costs to obtain or fulfill contracts with customers; as such, no amounts are recognized on the consolidated balance sheet. Taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from revenues in the consolidated statements of operations and comprehensive loss and net cash provided by operating activities in the 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 (21) Business Segments . Revenue from the Company’s Completion Services, Well Construction and Intervention (“WC&I”), and Well Support Services segments are recognized as follows: Completion Services The Company provides hydraulic fracturing, wireline and pumpdown services pursuant to contractual arrangements, such as term contracts and pricing agreements. Revenue from these services are earned as services are rendered, which is generally on a per stage or fixed monthly rate. All revenue is recognized when a contract with a customer exists, the performance obligations under the contract have been satisfied over time, the amount to which the Company has the right to invoice has been determined and collectability of amounts subject to invoice is probable. Contract fulfillment costs, such as mobilization costs and shipping and handling costs, are expensed as incurred and are recorded in cost of services in the consolidated 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 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. 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 On March 9, 2020, the Company completed the divestiture of its Well Support Services segment. For additional information, see Note (21) 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. 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 bases the estimate of the useful lives and salvage values of property and equipment on expected utilization, technological change and effectiveness of its maintenance programs. 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 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, 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 twelve months ended December 31, 2021 of $30.6 million, in the consolidated statement 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. 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 a Long-lived Asset 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 a 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. |
Major Maintenance Activities | Major Maintenance Activities The Company incurs maintenance costs on its major equipment. The determination of whether an expenditure should be capitalized or expensed requires management judgment in the application of how the costs benefit future periods, relative to the Company’s capitalization policy. Costs that either establish or materially increase the efficiency, productivity, functionality or life of a fixed asset are capitalized. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the purchase price of an acquired business over the estimated fair value of the identifiable assets acquired and liabilities assumed by the Company. For the purposes of goodwill impairment assessment, the Company evaluates goodwill for impairment annually, as of October 31, or more often as facts and circumstances warrant. When performing the impairment assessment, the Company evaluates factors, such as unexpected adverse economic conditions, competition and market changes. Goodwill is allocated across the Company’s Completions Services, Well Construction and Intervention and Well Support Services reporting units. Before employing detailed impairment testing methodologies, the Company may first evaluate the likelihood of impairment by considering qualitative factors relevant to each reporting unit, such as macroeconomic, industry, market or any other factors that have a significant bearing on fair value. If the Company first utilizes a qualitative approach and determines that it is more likely than not that goodwill is impaired, detailed testing methodologies are then applied. Otherwise, the Company concludes that no impairment has occurred. The Company may also choose to bypass a qualitative approach and opt instead to employ detailed testing methodologies, regardless of a possible more likely than not outcome. The first step in the goodwill impairment test is to compare the fair value of each reporting unit to which goodwill has been assigned to the carrying amount of net assets, including goodwill, of the respective reporting unit. If the carrying amount of the reporting unit exceeds its fair value, the Company recognizes an impairment expense in an amount equal to the excess, limited to the total amount of goodwill allocated to the reporting unit. The Company performs the qualitative analysis of the goodwill impairment assessment by reviewing relevant qualitative factors. In the first and third quarter of 2020, the Company determined there were triggering events that would indicate the carrying amount of its goodwill may not be recoverable, and as such, quantitative detail impairment testing was conducted. As a result, the Company recognized $32.6 million in goodwill impairment expense during 2020, of which $32.2 million related to the Completions Service reporting unit and $0.4 million representing the entire goodwill balance for the Well Construction and Intervention reporting unit. No goodwill impairment expense was recognized in 2021 or 2019. See Note ( 5 ) Goodwill . |
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 reportable segments, see Note (10) Derivatives . |
Fair Value Measurement | Fair Value Measurement Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. The Company’s assets and liabilities that are measured at fair value at each reporting date are classified according to a hierarchy that prioritizes inputs and assumptions underlying the valuation techniques. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Quoted prices (unadjusted) in an active market for identical assets or liabilities. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter. |
Stock-based compensation | Stock-based compensation The Company recognizes compensation expense for restricted stock awards, restricted stock units to be settled in common stock (“RSUs”), performance based RSU award (“PSUs”), and non-qualified stock options (“stock options”) based on the fair value of the awards at the date of grant. The fair value of restricted stock awards and RSUs is determined based on the number of shares or RSUs granted and the closing price of the Company’s common stock on the date of grant. The fair value of stock options is determined by applying the Black-Scholes model to the grant-date market value of the underlying common shares of the Company. The fair value of PSUs with market conditions is determined using a Monte Carlo simulation method. The Company has elected to recognize forfeiture credits for these awards as they are incurred, as this method best reflects actual stock-based compensation expense. Compensation expense from time-based restricted stock awards, RSUs, PSUs, and stock options is amortized on a straight-line basis over the requisite service period, which is generally the vesting period. Deferred compensation expense associated with liability-based awards, such as deferred stock awards that are expected to settle with the issuance of a variable number of shares based on a fixed monetary amount at inception, is recognized at the fixed monetary amount at inception and is amortized on a straight-line basis over the requisite service period, which is generally the vesting period. Upon settlement, the holders receive an amount of common stock equal to the fixed monetary amount at inception, based on the closing price of the Company’s stock on the date of settlement. Tax deductions on the stock-based compensation awards are not realized until the awards are vested or exercised. The Company recognizes deferred tax assets for stock-based compensation awards that will result in future deductions on its income tax returns, based on the amount of tax deduction for stock-based compensation recognized at the statutory tax rate in the jurisdiction in which the Company will receive a tax deduction. If the tax deduction for a stock-based award is greater than the cumulative GAAP compensation expense for that award upon realization of a tax deduction, an excess tax benefit will be recognized and recorded as a favorable impact on the effective tax rate. If the tax deduction for an award is less than the cumulative GAAP compensation expense for that award upon realization of the tax deduction, a tax shortfall will be recognized and recorded as an unfavorable impact on the effective tax rate. Any excess tax benefits or shortfalls will be recorded as discrete, adjustments in the period in which they occur. The cash flows resulting from any excess tax benefit will be classified as financing cash flows in the consolidated statements of cash flows. The Company provides its employees with the option to settle income tax obligations arising from the vesting of their restricted or deferred stock-based compensation awards by withholding shares equal to such income tax obligations. Shares acquired from employees in connection with the settlement of the employees’ income tax obligations are accounted for as treasury shares that are subsequently retired. Restricted stock awards, RSUs, and PSUs are not considered issued and outstanding for purposes of earnings per share calculations until vested. |
Taxes | Taxes Upon consummation of a series of organizational transactions (the “Organizational Transactions”) and the IPO, the Company became subject to U.S. federal income taxes. A provision for U.S. federal income tax has been provided in the consolidated financial statements for the years ended December 31, 2021, 2020 and 2019. Prior to 2019, the Company had a Canadian subsidiary, which was treated as a corporation for Canadian federal and provincial tax purposes. For Canadian tax purposes, the Company was subject to foreign income tax. As a result of the C&J Merger, the Company had foreign subsidiaries as of December 2020 in Canada, The Netherlands, Luxembourg and Ecuador. With the exception of the Canadian subsidiary, all other subsidiaries are dormant and have no active operations as of December 31, 2021. The Company is responsible for certain state income and franchise taxes in the states in which it operates, which include, but not limited to California, Colorado, Louisiana, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Texas, Utah and West Virginia. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax carryforwards, if applicable. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. The Company recognizes interest accrued related to unrecognized tax benefits, if any, in income tax expense. |
Commitments and Contingencies | Commitments and Contingencies The Company accrues for contingent liabilities when such contingencies are probable and reasonably estimable. The Company generally records losses related to these types of contingencies as direct operating expenses or general and administrative expenses in the consolidated statements of operations and comprehensive loss. Legal costs associated with the Company’s loss contingencies are recognized immediately when incurred as general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. |
Equity-method investments | Equity-method investmentsInvestments in non-controlled entities over which the Company has the ability to exercise significant influence over the noncontrolled entities’ operating and financial policies are accounted for under the equity-method. Under the equity-method, the investment in the non-controlled entity is initially recognized at cost and subsequently adjusted to reflect the Company’s share of the entity’s income (losses), any dividends received by the Company and any other-than-temporary impairments. Investments accounted for under the equity-method are presented within other noncurrent assets in the consolidated balance sheets. The Company did not have any equity-method investments as of December 31, 2021 or December 31, 2020. |
Employee Benefits and Postemployment Benefits | Employee Benefits and Post-Employment BenefitsContractual termination benefits are payable when employment is terminated due to an event specified in the provisions of a social/labor plan, state or federal law. Accordingly, in situations where minimum statutory termination benefits must be paid to the affected employees, the Company records employee severance costs associated with these activities in accordance with ASC 712, “Compensation—Nonretirement Post-Employment Benefits.” In all other situations where the Company pays termination benefits, including supplemental benefits paid in excess of statutory minimum amounts and benefits offered to affected employees based on management’s discretion, the Company records these termination costs in accordance with ASC 420, “Exit or Disposal Cost Obligations.” A liability is recognized for one-time termination benefits when the Company is committed to 1) making payments and the number of affected employees and the benefits received are known to both parties and 2) terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal for which such amount can be reasonably estimated |
Leases | Leases Effective January 1, 2019, the Company adopted ASU 2016-02, "Leases (Topic 842)," and related amendments, which set out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors, using the modified retrospective method. In connection with the adoption of these standards, the Company implemented internal controls to ensure that the Company's contracts are properly evaluated to determine applicability under ASU 2016-02 and that the Company properly applies ASU 2016-02 in accounting for and reporting on all its qualifying leases. In accordance with ASU 2016-02, the Company considers any contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration to be a lease. The Company determines whether the contract into which it has entered is a lease at the lease commencement date. Rental arrangements with term lengths of one month or less are expensed as incurred, but not recognized as qualifying leases. For lessees, leases can be classified as finance leases or operating leases, while for lessors, leases can be classified as sales-type leases, direct financing leases or operating leases. As lessee, all leases, with the exception of short-term leases, are capitalized on the balance sheet by recording a lease liability, which represents the Company's obligation to make lease payments arising from the lease and a right-of-use asset, which represents the Company's right to use the underlying asset being leased. For leases in which the Company is the lessee, the Company uses a collateralized incremental borrowing rate to calculate the lease liability, as for most leases, the implicit rate in the lease is unknown. The collateralized incremental borrowing rate is based on a yield curve over various term lengths that approximates the borrowing rate the Company would receive if it collateralized its lease arrangements with all of its assets. For leases in which the Company is the lessor, the Company uses the rate implicit in the lease. For finance leases, the Company amortizes the right-of-use asset on a straight-line basis over the earlier of the useful life of the right-of-use asset or the end of the lease term and records this amortization in rent expense on the consolidated statements of operations and comprehensive loss. The Company adjusts the lease liability to reflect lease payments made during the period and interest incurred on the lease liability using the effective interest method. The incurred interest expense is recorded in interest expense on the consolidated statements of operations and comprehensive loss. For operating leases, the Company recognizes one single lease cost, comprised of the lease payments and amortization of any associated initial direct costs, within rent expense on the consolidated statements of operations and comprehensive loss. Variable lease costs not included in the determination of the lease liability at the commencement of a lease are recognized in the period when the specified target that triggers the variable lease payments becomes probable. In accordance with ASC 842, the Company has made the following elections for its lease accounting: • all short-term leases with term lengths of 12 months or less will not be capitalized; the underlying class of assets to which the Company has applied this expedient is primarily its apartment leases; • for non-revenue contracts containing both lease and non-lease components, both components will be combined and accounted for as one lease component and accounted for under ASC 842; and • for revenue contracts containing both lease and non-lease components, both components will be combined and accounted for as one component and accounted for under ASC 606. As part of the Company's adoption of ASU 2016-02, the Company elected to adopt the standard using the modified retrospective transition method and elected the practical expedient transition method package whereby the Company did not: • reassess whether any expired or existing contracts contained leases; • reassess the lease classification for any expired or existing leases; and • reassess initial direct costs for any existing leases. |
Research and development costs | Research and development costsResearch and development costs are expensed as incurred as general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. |
New Accounting Pronouncements | (a) Recently Adopted Accounting StandardsIn 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of disaggregation of revenue | Revenue activities during the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 Completion Services WC&I Well Support Services Total (In thousands) Geography Northeast $ 248,652 $ 21,881 $ — $ 270,533 Central 263,427 — — 263,427 West Texas 680,716 72,565 — 753,281 West 95,072 4,107 — 99,179 International 37,021 — — 37,021 $ 1,324,888 $ 98,553 $ — $ 1,423,441 Year Ended December 31, 2020 Completion Services WC&I Well Support Services Total (In thousands) Geography Northeast $ 270,612 $ 21,290 $ — $ 291,902 Central 131,833 7,478 — 139,311 West Texas 477,758 58,111 8,373 544,242 West 122,970 11,459 49,556 183,985 International 43,141 — — 43,141 $ 1,046,314 $ 98,338 $ 57,929 $ 1,202,581 Year Ended December 31, 2019 Completion Services WC&I Well Support Services Total (In thousands) Geography Northeast $ 479,685 $ 5,193 $ — $ 484,878 Central 104,225 5,741 — 109,966 West Texas 839,652 24,575 9,336 873,563 West 273,364 27,530 39,247 340,141 International 13,008 — — 13,008 $ 1,709,934 $ 63,039 $ 48,583 $ 1,821,556 |
Schedule of property, plant, and equipment | Major classifications of property and equipment and their respective useful lives are as follows: Land Indefinite life Building and leasehold improvements 13 months – 40 years Machinery and equipment 13 months – 10 years Office furniture, fixtures and equipment 3 years – 5 years Property and Equipment, net consisted of the following at December 31, 2021 and December 31, 2020: (Thousands of Dollars) December 31, December 31, Land $ 13,317 $ 14,397 Building and leasehold improvements 75,892 78,078 Office furniture, fixtures and equipment 11,846 11,400 Machinery and equipment 1,424,317 1,284,163 1,525,372 1,388,038 Less accumulated depreciation (951,170) (929,290) Construction in progress 46,663 11,963 Total property and equipment, net $ 620,865 $ 470,711 |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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: Preliminary Purchase Price Allocation Adjustments Final Purchase Price Allocation (Thousands of Dollars) Cash consideration (1) $ 100,000 $ — $ 100,000 Equity consideration 82,323 — $ 82,323 Post close services 30,000 — $ 30,000 Contingent consideration 15,944 — $ 15,944 Non contingent consideration 7,370 — $ 7,370 Net working capital adjustment — (482) $ (482) Total purchase consideration $ 235,637 $ (482) $ 235,155 Cash $ 7,419 $ — $ 7,419 Trade and accounts receivable 50,619 — $ 50,619 Inventories 1,726 — $ 1,726 Prepaid and other current assets 19,654 — $ 19,654 Assets held for sale 3,282 — $ 3,282 Property and equipment 114,705 (816) $ 113,889 Intangible assets 27,113 — $ 27,113 Finance lease right-of-use assets 35,813 (468) $ 35,345 Other noncurrent assets 1,676 — $ 1,676 Total identifiable assets acquired 262,007 (1,284) 260,723 Accounts payable 39,101 — $ 39,101 Accrued expenses 38,000 — $ 38,000 Current maturities of long-term finance lease liabilities 10,125 — $ 10,125 Long-term finance lease liabilities 25,688 (468) $ 25,220 Non-current liabilities 971 — $ 971 Total liabilities assumed 113,885 (468) 113,417 Goodwill 87,515 334 $ 87,849 Total purchase consideration $ 235,637 $ (482) $ 235,155 (1) Includes $32.3 million of payments for indebtedness on behalf of Alamo. |
Schedule of intangible assets related to acquisition | 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 1,677 Customer relationships 7.33 23,027 Total $ 27,113 Intangible assets related to the C&J Merger consisted of the following: (Thousands of Dollars) Weighted average remaining Gross Technology 3 17,590 Total $ 17,590 |
Schedule of separately recognized transactions related to acquisition | The expenses for all these transactions were expensed as incurred and are presented in Merger and integration in the consolidated statements of operations and comprehensive loss. (Thousands of Dollars) Transaction Type Year Ended December 31, 2021 Merger $ 5,592 Integration 3,117 Total merger and integration costs $ 8,709 (amounts in thousands) Transaction Type Year Ended Year Ended Merger $ 7,586 $ 23,775 Integration 24,953 44,956 Total merger and integration costs $ 32,539 $ 68,731 |
Schedule of pro-forma information related to business acquisitions | 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 December 31, 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 $6.9 million for the year ended December 31, 2021 and 2020, respectively. (unaudited, amounts in Thousands of Dollars) Year Ended December 31 2021 2020 Revenue $ 1,633,866 $ 1,451,342 Net loss (105,400) (331,283) Net loss per share (basic) (0.44) (1.38) Net loss per share (diluted) (0.44) (1.38) (unaudited, amounts in thousands) Year Ended December 31, 2019 Year Ended December 31, 2018 Revenue $ 3,406,288 $ 4,359,095 Net income (loss) (196,577) 66,746 Net income (loss) per share (basic) $ (0.93) $ 0.32 Net income (loss) per share (diluted) $ (0.93) $ 0.31 Weighted-average shares outstanding (basic) 211,376 210,945 Weighted-average shares outstanding (diluted) 211,376 212,964 |
Schedule of business acquisitions | The following table summarizes the fair value of the consideration transferred in the C&J Merger and the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the C&J Merger Date: Total Purchase Consideration: (Thousands of Dollars) Equity consideration $ 481,912 Replacement awards attributable to pre-combination services 3,212 Less: Cash acquired (68,807) Total purchase consideration $ 416,317 Trade and accounts receivable $ 312,620 Inventories 43,142 Prepaid and other current assets 18,512 Property and equipment 311,886 Intangible assets 17,590 Right of use assets 24,318 Other noncurrent assets 4,409 Total identifiable assets acquired 732,477 Accounts payable 43,620 Accrued expenses 236,959 Short term lease liability 7,842 Long term lease liability 15,517 Non-current liabilities 17,156 Total liabilities assumed 321,094 Goodwill 4,934 Total purchase consideration $ 416,317 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | The definite-lived intangible assets balance in the Company’s consolidated balance sheets represents the fair value measurement upon initial recognition, net of amortization, as applicable, related to the following: (Thousands of Dollars) December 31, 2021 Gross Accumulated Net Customer contracts $ 90,627 $ (44,063) $ 46,564 Non-compete agreements 2,377 (611) 1,766 Trademarks 2,409 (157) 2,252 Technology 32,226 (17,847) 14,379 Total $ 127,639 $ (62,678) $ 64,961 (Thousands of Dollars) December 31, 2020 Gross Accumulated Net Customer contracts $ 67,600 $ (37,607) $ 29,993 Non-compete agreements 700 (455) 245 Technology 29,378 (8,434) 20,944 Total $ 97,678 $ (46,496) $ 51,182 |
Schedule of indefinite-lived intangible assets | The definite-lived intangible assets balance in the Company’s consolidated balance sheets represents the fair value measurement upon initial recognition, net of amortization, as applicable, related to the following: (Thousands of Dollars) December 31, 2021 Gross Accumulated Net Customer contracts $ 90,627 $ (44,063) $ 46,564 Non-compete agreements 2,377 (611) 1,766 Trademarks 2,409 (157) 2,252 Technology 32,226 (17,847) 14,379 Total $ 127,639 $ (62,678) $ 64,961 (Thousands of Dollars) December 31, 2020 Gross Accumulated Net Customer contracts $ 67,600 $ (37,607) $ 29,993 Non-compete agreements 700 (455) 245 Technology 29,378 (8,434) 20,944 Total $ 97,678 $ (46,496) $ 51,182 |
Schedule of amortization of intangible assets | Amortization for the Company’s definite-lived intangible assets, excluding in-process software, over the next five years, is as follows: Year-end December 31, (Thousands of Dollars) 2022 $ (19,457) 2023 (12,336) 2024 (9,876) 2025 (8,452) 2026 (5,633) |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2021, 2020 and 2019 were as follows: (Thousands of Dollars) Goodwill as of December 31, 2019 $ 137,458 Disposition of Well Support Services reporting unit (660) Impairment expense (32,600) Goodwill as of December 31, 2020 104,198 Completions Acquisition 733 Alamo Acquisition 87,849 Goodwill as of December 31, 2021 $ 192,780 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories, net | Inventories, net, consisted of the following at December 31, 2021 and December 31, 2020: (Thousands of Dollars) December 31, December 31, Sand, including freight $ 9,674 $ 5,096 Chemicals and consumables 4,204 2,993 Materials and supplies 24,216 21,979 Total inventory, net $ 38,094 $ 30,068 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant, and equipment | Major classifications of property and equipment and their respective useful lives are as follows: Land Indefinite life Building and leasehold improvements 13 months – 40 years Machinery and equipment 13 months – 10 years Office furniture, fixtures and equipment 3 years – 5 years Property and Equipment, net consisted of the following at December 31, 2021 and December 31, 2020: (Thousands of Dollars) December 31, December 31, Land $ 13,317 $ 14,397 Building and leasehold improvements 75,892 78,078 Office furniture, fixtures and equipment 11,846 11,400 Machinery and equipment 1,424,317 1,284,163 1,525,372 1,388,038 Less accumulated depreciation (951,170) (929,290) Construction in progress 46,663 11,963 Total property and equipment, net $ 620,865 $ 470,711 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt at December 31, 2021 and December 31, 2020 consisted of the following: (Thousands of Dollars) December 31, December 31, 2018 Term Loan Facility 337,750 $ 341,250 2021 Equipment Loans 41,321 — Other long-term debt 533 — Less: Unamortized debt discount and debt issuance costs (4,719) (5,710) Total debt, net of unamortized debt discount and debt issuance costs 374,885 335,540 Less: Current portion (13,384) (2,252) Long-term debt, net of unamortized debt discount and debt issuance costs $ 361,501 $ 333,288 Below is a summary of the Company’s credit facilities outstanding as of December 31, 2021: (Thousands of Dollars) 2021 Equipment Loans 2019 ABL Facility 2018 Term Loan Facility Original facility size $ 46,500 $ 450,000 $ 350,000 Outstanding balance $ 41,321 $ — $ 337,750 Letters of credit issued $ — $ 23,200 $ — Available borrowing base commitment n/a $ 205,615 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 Loans for the next five years are presented below: Year-end December 31, (Thousands of Dollars) 2022 $ 14,738 2023 15,430 2024 15,790 2025 333,646 2026 — $ 379,604 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments, offsetting assets | The following tables present the fair value of the Company’s derivative instruments on a gross and net basis as of the periods shown below: (Thousands of Dollars) Derivatives Derivatives Gross Amounts Gross (1) Net Amounts (2) As of December 31, 2021: Other current liability (2,787) — (2,787) — (2,787) Other noncurrent liability (3,747) — (3,747) — (3,747) 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. |
Schedule of derivative instruments, offsetting liabilities | The following tables present the fair value of the Company’s derivative instruments on a gross and net basis as of the periods shown below: (Thousands of Dollars) Derivatives Derivatives Gross Amounts Gross (1) Net Amounts (2) As of December 31, 2021: Other current liability (2,787) — (2,787) — (2,787) Other noncurrent liability (3,747) — (3,747) — (3,747) 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. |
Schedule of cash flow hedges included in accumulated other comprehensive income | The following table presents gains and losses for the Company’s interest rate derivatives designated as cash flow hedges (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Location Amount of loss recognized in other comprehensive income on derivative $ 1,703 $ (6,422) $ (7,628) OCI Amount of gain (loss) reclassified from accumulated other comprehensive loss into earnings (2,741) (2,334) 239 Interest Expense |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value | The following tables present the placement in the fair value hierarchy of assets and liabilities that were measured at fair value on a recurring basis at December 31, 2021, and 2020 (in thousands of dollars): Fair value measurements at reporting date using December 31, 2021 Level 1 Level 2 Level 3 Assets: Equity security investment $ 7,743 $ 7,743 $ — $ — Liabilities: Earnout Payments (11,795) — — (11,795) Interest rate derivative $ (6,534) $ — $ (6,534) $ — 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 derivatives $ (11,121) $ — $ (11,121) $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of equity-based compensation cost | The following table summarizes stock-based compensation expense for the years ended December 31, 2021, 2020 and 2019 (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Restricted stock awards 1,364 1,589 1,486 Restricted stock units 14,674 19,201 20,426 Non-qualified stock options 76 894 3,498 Restricted stock performance-based stock unit awards 8,563 4,142 3,567 Stock-based compensation $ 24,677 $ 25,826 $ 28,977 Tax benefit (4,751) (5,557) (6,954) Stock-based compensation, net of tax $ 19,926 $ 20,269 $ 22,023 |
Schedule of restricted stock awards | Rollforward of restricted stock awards as of December 31, 2021 is as follows: Number of Restricted Stock Awards Weighted average grant date fair value Total non-vested at December 31, 2020 623 $ 2.27 Shares issued 256 5.67 Shares vested (669) 2.70 Shares forfeited — — Non-vested balance at December 31, 2021 210 $ 5.67 |
Schedule of restricted stock units | Rollforward of restricted stock units as of December 31, 2021 is as follows: Number of Restricted Stock Units Weighted average grant date fair value Total non-vested at December 31, 2020 4,087 $ 6.12 Units issued 5,909 4.08 Units vested (1,682) 6.8 Units forfeited (725) 4.54 Non-vested balance at December 31, 2021 7,589 $ 4.53 Number of Performance-based RSU’s Weighted average grant date fair value Total outstanding at December 31, 2020 1,268 $ 7.15 Performance-based RSU’s issued 2,220 7.91 Performance-based RSU’s vested (590) 3.36 Performance-based RSU’s forfeited (50) 6.27 Total outstanding at December 31, 2021 2,848 $ 8.56 |
Schedule of stock options | Rollforward of stock options as of December 31, 2021 is as follows: Number of Stock Options Weighted average grant date fair value Total outstanding at December 31, 2020 1,741 $ 4.86 Options granted — — Options exercised — — Actual options forfeited — — Options expired — — Total outstanding at December 31, 2021 1,741 $ 4.86 |
Schedule of assumptions used in calculating fair value of stock options | Assumptions used in calculating the fair value of the stock options granted during the year are summarized below: 2019 Options Granted 2018 Options Granted 2017 Options Granted Valuation assumptions: Expected dividend yield 0 % 0 % 0 % Expected equity volatility 49.6 % 46.3 % 51.5 % Expected term (years) 7.3 - 8.1 6 6 Risk-free interest rate 1.7 % 2.7 % 1.6 % Weighted average: Exercise price per stock option $19.09 - $26.41 $ 15.31 $ 19.00 Market price per share $ 4.55 $ 15.31 $ 14.49 Weighted average fair value per stock option $ 0.74 $ 7.28 $ 6.16 Assumptions used in calculating the fair value of the first quarter performance-based RSU’s granted during the year are summarized below: 2021 Performance based RSU’s Granted Valuation assumptions: Expected dividend yield 0 % Expected equity volatility, including peers 55.2% - 147.9% Expected term (years) 3 Risk-free interest rate 0.2% - 0.3% |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Accumulated other comprehensive loss in the equity section of the consolidated balance sheets includes the following: (Thousands of Dollars) Foreign currency Interest rate AOCI December 31, 2020 $ (357) $ (12,753) $ (13,110) Net income (loss) — 2,741 2,741 Other comprehensive loss 407 1,703 2,110 December 31, 2021 $ 50 $ (8,309) $ (8,259) |
Schedule of reclassifications out of accumulated other comprehensive income | The following table summarizes reclassifications out of accumulated other comprehensive loss into earnings during years ended December 31, 2021, 2020 and 2019 (in thousands of dollars): Year Ended December 31, Affected line item 2021 2020 2019 Interest rate derivatives, hedging $ (2,741) $ (2,334) $ 239 Interest expense |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | A reconciliation of the numerators and denominators used for the basic and diluted net loss per share computations is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (119,423) $ (346,883) $ (106,157) Denominator: Basic weighted-average common shares outstanding (1) 224,401 213,795 122,977 Dilutive effect of restricted stock awards 145 199 43 Dilutive effect of RSUs granted under stock incentive plans 1,140 39 81 Dilutive effect of performance-based restricted stock awards granted under the Equity Plan 625 1,041 — Diluted weighted-average common shares outstanding 226,311 215,074 123,101 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of lease cost | The components of the Company's lease costs are as follows: (Thousands of Dollars) Year ended December 31, 2021 Year ended December 31, 2020 Operating lease cost $ 19,607 $ 15,702 Finance lease cost: Amortization of right-of-use assets 1,418 2,027 Interest on lease liabilities 584 269 Total finance lease cost 2,002 2,296 Short-term and Variable lease cost (1) 6,537 7,469 Sublease income — — Total lease cost $ 28,146 $ 25,467 (1) Cost from variable amounts excluded from determination of lease liability. Supplemental cash flows related to leases are as follows: (Thousands of Dollars) Year ended December 31, 2021 Year ended December 31, 2020 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ 14,507 $ 21,049 Operating cash flows from finance leases 538 240 Financing cash flows from finance leases 4,155 3,752 Weighted average remaining lease terms are as follows: Year ended December 31, 2021 Year ended December 31, 2020 Operating leases 6.98 years 4.72 years Finance leases 2.98 years 1.88 years Weighted average discount rate on the Company's lease liabilities are as follows: Year ended December 31, 2021 Year ended December 31, 2020 Operating leases 6.83% 8.65% Finance leases 4.00% 5.79% |
Schedule of operating lease liability | Maturities of the Company's lease liabilities as of December 31, 2021, per ASU 2016-02, were as follows: (Thousands of Dollars) Year ending December 31, Operating leases Finance leases 2022 $ 8,709 $ 13,001 2023 5,560 17,256 2024 3,497 10,042 2025 2,929 923 2026 2,275 — Thereafter 12,022 — Total undiscounted remaining minimum lease payments 34,992 41,222 Less imputed interest (7,094) (2,443) Total discounted remaining minimum lease payments 27,898 $ 38,779 |
Schedule of finance lease liability | Maturities of the Company's lease liabilities as of December 31, 2021, per ASU 2016-02, were as follows: (Thousands of Dollars) Year ending December 31, Operating leases Finance leases 2022 $ 8,709 $ 13,001 2023 5,560 17,256 2024 3,497 10,042 2025 2,929 923 2026 2,275 — Thereafter 12,022 — Total undiscounted remaining minimum lease payments 34,992 41,222 Less imputed interest (7,094) (2,443) Total discounted remaining minimum lease payments 27,898 $ 38,779 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income taxes from continuing operations | The following table summarizes the income (loss) from continuing operations before income taxes in the following jurisdictions: (Thousands of Dollars) Year Ended December 31, 2021 2020 2019 Domestic $ (157,713) $ (357,250) $ (106,879) Foreign 39,976 11,837 1,727 $ (117,737) $ (345,413) $ (105,152) |
Schedule of components of income tax provision | The components of the Company’s income tax provision are as follows: (Thousands of Dollars) Year Ended December 31, 2021 2020 2019 Current: State $ (54) $ (297) $ 709 Foreign 1,677 1,858 627 Total current income tax provision $ 1,623 $ 1,561 $ 1,336 Deferred: Federal $ 55 $ (158) $ (239) State 8 53 (92) Foreign — 14 — Total deferred income tax provision 63 (91) (331) $ 1,686 $ 1,470 $ 1,005 |
Schedule of effective income tax rate reconciliation | The following table presents the reconciliation of the Company’s income taxes calculated at the statutory federal tax rate, currently 21%, to the income tax provision in its consolidated statements of operations and comprehensive loss. State income tax benefit is offset by state deferred tax asset calculation adjustment which negates the expected state income tax benefit impact on the financials. The Company’s effective tax rate for 2021 of (1.43)% differs from the statutory rate, primarily due to state taxes, foreign withholding taxes, and a change in the valuation allowance. The Company’s effective tax rate for 2020 was (0.43)%. (Thousands of Dollars) December 31, December 31, December 31, Income tax provision computed at the statutory federal rate $ (24,724) $ (72,537) $ (22,082) Reconciling items: State income taxes, net of federal tax benefit (1,959) (12,222) (1,463) Deferred tax asset valuation adjustment 25,306 82,557 14,987 Permanent differences 2,796 4,589 9,962 Foreign withholding taxes 1,683 1,870 627 Other (1,416) (2,787) (1,026) Income tax provision $ 1,686 $ 1,470 $ 1,005 |
Schedule of deferred tax assets and liabilities | Deferred income taxes are provided to reflect the future tax consequences or benefits of differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates. (Thousands of Dollars) Year Ended December 31, 2021 2020 2019 Deferred tax assets: Stock-based compensation $ 6,247 $ 4,972 $ 4,124 Net operating loss and other carry-forwards 364,882 284,151 196,949 Accruals and other 14,472 15,535 21,411 PPE & Intangibles — — 1,474 Gross deferred tax assets 385,601 304,658 223,958 Valuation allowance (318,260) (294,101) (223,419) Total deferred tax assets $ 67,341 $ 10,557 $ 539 Deferred tax liability: PP&E and intangibles $ (65,163) $ (8,317) $ — Prepaids and other (2,241) (2,240) (645) Total deferred tax liability (67,404) (10,557) (645) Net deferred tax liability $ (63) $ — $ (106) |
Schedule of valuation allowance for deferred tax assets | Changes in the valuation allowance for deferred tax assets were as follows: (Thousands of Dollars) Valuation allowance as of the beginning of January 1, 2021 $ 294,101 Charge as (benefit) expense to income tax provision for current activities 25,306 Changes to other comprehensive loss (1,147) Valuation allowance as of December 31, 2021 $ 318,260 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Aggregate Minimum Commitments | Aggregate minimum commitments under long-term raw material supply agreements with payment penalties for minimum tonnage purchases for the next five years as of December 31, 2021 are listed below: (Thousands of Dollars) Year-end December 31, 2022 $ 33,886 2023 5,160 2024 1,190 2025 — 2026 — $ 40,236 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 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. Year Ended December 31, 2021 2020 2019 Operations by reportable segment Adjusted gross profit (loss): Completion Services (1) $ 165,867 $ 168,276 $ 401,845 WC&I (1) 10,016 9,731 7,812 Well Support Services (1) — 12,338 7,967 Total adjusted gross profit $ 175,883 $ 190,345 $ 417,624 (1) Adjusted gross profit at the segment level is not considered to be a non-GAAP financial measure as it is the Company's segment measure of profitability and is required to be disclosed under GAAP pursuant to ASC 280. Year ended December 31, 2021 Completion Services WC&I Well Support Services Total Revenue $ 1,324,888 $ 98,553 $ — $ 1,423,441 Cost of Services 1,165,881 89,440 — 1,255,321 Gross profit excluding depreciation and amortization 159,007 9,113 — 168,120 Management adjustments associated with cost of services (1) 6,860 903 — 7,763 Adjusted gross profit (2) $ 165,867 $ 10,016 $ — $ 175,883 (1) 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. (2) Adjusted gross profit at the segment level is not considered to be a non-GAAP financial measure as it is the Company’s segment measure of profitability and is required to be disclosed under GAAP pursuant to ASC 280. Year ended December 31, 2020 Completion Services WC&I Well Support Services Total Revenue $ 1,046,314 $ 98,338 $ 57,929 $ 1,202,581 Cost of Services 893,785 93,198 45,591 1,032,574 Gross profit excluding depreciation and amortization 152,529 5,140 12,338 170,007 Management adjustments associated with cost of services (1) 15,747 4,591 — 20,338 Adjusted gross profit (2) $ 168,276 $ 9,731 $ 12,338 $ 190,345 (1) 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. (2) Adjusted gross profit at the segment level is not considered to be a non-GAAP financial measure as it is the Company’s segment measure of profitability and is required to be disclosed under GAAP pursuant to ASC 280. Year ended December 31, 2019 Completion Services WC&I Well Support Services Total Revenue $ 1,709,934 $ 63,039 $ 48,583 $ 1,821,556 Cost of Services 1,308,089 55,227 40,616 1,403,932 Gross profit excluding depreciation and amortization 401,845 7,812 7,967 417,624 Management adjustments associated with cost of services (3) — — — — Adjusted gross profit (2) $ 401,845 $ 7,812 $ 7,967 $ 417,624 (2) Adjusted gross profit at the segment level is not considered to be a non-GAAP financial measure as it is the Company’s segment measure of profitability and is required to be disclosed under GAAP pursuant to ASC 280. (3) Adjustments relate to integration costs recorded in costs of services as a result of the RSI asset acquisition in 2018. (Thousands of Dollars) December 31, December 31, Total assets by segment: Completion Services $ 1,201,265 $ 689,814 WC&I 60,195 62,959 Well Support Services — — Corporate and Other 196,121 405,115 Total assets $ 1,457,581 $ 1,157,888 Goodwill by segment: Completion Services $ 192,780 $ 104,198 WC&I — — Well Support Services — — Corporate and Other — — Total goodwill $ 192,780 $ 104,198 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restriction, proceed reinvestment period | 12 months | |
Proceeds from qualifying asset sales | $ 0 | $ 0 |
Restricted cash | 100,000 | $ 100,000 |
Revolving Credit Facility | 2016 ABL Facility | Line of Credit | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restriction, proceeds from qualifying asset sales and insurance recoveries, threshold (more than) | 50,000,000 | |
Single Transaction | New Term Loan Facility | Medium-term Notes | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restriction, proceeds from qualifying asset sales and insurance recoveries, threshold (more than) | 25,000,000 | |
Series Of Related Transactions | New Term Loan Facility | Medium-term Notes | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restriction, proceeds from qualifying asset sales and insurance recoveries, threshold (more than) | $ 50,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Trade Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ 1.9 | $ 2.7 |
Trade Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 303.6 | $ 125.3 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue, remaining performance obligation, amount | $ 27,000 | ||
Revenue | 1,423,441 | $ 1,202,581 | $ 1,821,556 |
Northeast | |||
Segment Reporting Information [Line Items] | |||
Revenue | 270,533 | 291,902 | 484,878 |
Central | |||
Segment Reporting Information [Line Items] | |||
Revenue | 263,427 | 139,311 | 109,966 |
West Texas | |||
Segment Reporting Information [Line Items] | |||
Revenue | 753,281 | 544,242 | 873,563 |
West | |||
Segment Reporting Information [Line Items] | |||
Revenue | 99,179 | 183,985 | 340,141 |
International | |||
Segment Reporting Information [Line Items] | |||
Revenue | 37,021 | 43,141 | 13,008 |
Completion Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,324,888 | 1,046,314 | 1,709,934 |
Completion Services | Northeast | |||
Segment Reporting Information [Line Items] | |||
Revenue | 248,652 | 270,612 | 479,685 |
Completion Services | Central | |||
Segment Reporting Information [Line Items] | |||
Revenue | 263,427 | 131,833 | 104,225 |
Completion Services | West Texas | |||
Segment Reporting Information [Line Items] | |||
Revenue | 680,716 | 477,758 | 839,652 |
Completion Services | West | |||
Segment Reporting Information [Line Items] | |||
Revenue | 95,072 | 122,970 | 273,364 |
Completion Services | International | |||
Segment Reporting Information [Line Items] | |||
Revenue | 37,021 | 43,141 | 13,008 |
WC&I | |||
Segment Reporting Information [Line Items] | |||
Revenue | 98,553 | 98,338 | 63,039 |
WC&I | Northeast | |||
Segment Reporting Information [Line Items] | |||
Revenue | 21,881 | 21,290 | 5,193 |
WC&I | Central | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 7,478 | 5,741 |
WC&I | West Texas | |||
Segment Reporting Information [Line Items] | |||
Revenue | 72,565 | 58,111 | 24,575 |
WC&I | West | |||
Segment Reporting Information [Line Items] | |||
Revenue | 4,107 | 11,459 | 27,530 |
WC&I | International | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | 0 |
Well Support Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 57,929 | 48,583 |
Well Support Services | Northeast | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | 0 |
Well Support Services | Central | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | 0 |
Well Support Services | West Texas | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 8,373 | 9,336 |
Well Support Services | West | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 49,556 | 39,247 |
Well Support Services | International | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 13 months |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 40 years |
Building and leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 13 months |
Building and leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 13 months |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Office furniture, fixtures and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Office furniture, fixtures and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Goodwill and Indefinite-Lived Intangible Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | |||
Accumulated goodwill impairment loss | $ 32,600,000 | $ 0 | $ 0 |
Completion Services | |||
Segment Reporting Information [Line Items] | |||
Accumulated goodwill impairment loss | 32,200,000 | ||
WC&I | |||
Segment Reporting Information [Line Items] | |||
Accumulated goodwill impairment loss | $ 400,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Research and Development Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Research and development costs | $ 5 | $ 4.8 | $ 7.1 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Long-Lived Assets with Definite Lives (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 184,164,000 | $ 302,051,000 | $ 292,150,000 |
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Finite-lived intangible asset, useful life | 2 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Finite-lived intangible asset, useful life | 15 years | ||
Change in Accounting Method Accounted for as Change in Estimate | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 30,600,000 |
Mergers and Acquisitions - Narr
Mergers and Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Non contingent consideration | $ 7,370 | $ 0 | $ 0 | |||
Purchase price adjustment | $ 500 | |||||
Alamo Acquisition | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Percentage of equity interest acquired | 100.00% | |||||
Cash consideration | $ 100,000 | 100,000 | ||||
Equity interest issued (in shares) | 26,000,000 | 26,000,000 | ||||
Equity consideration | $ 82,323 | 82,323 | ||||
Post close services | 30,000 | 30,000 | ||||
Business combination, contingent consideration | 15,900 | |||||
Non contingent consideration | 7,370 | 7,370 | ||||
Purchase price adjustment | $ 0 | $ (482) | ||||
Indemnification asset, amount | $ 19,000 | |||||
Revenue | $ 172,100 | |||||
Earnings of acquiree since acquisition date, actual | $ 20,000 |
Mergers and Acquisitions - Alam
Mergers and Acquisitions - Alamo - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Non contingent consideration | $ (7,370) | $ 0 | $ 0 | |||
Purchase price adjustment | $ 500 | |||||
Goodwill | $ 192,780 | 192,780 | 192,780 | $ 104,198 | $ 137,458 | |
Alamo Acquisition | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Cash consideration | $ 100,000 | 100,000 | ||||
Equity consideration | 82,323 | 82,323 | ||||
Post close services | 30,000 | 30,000 | ||||
Contingent consideration | 15,944 | 15,944 | ||||
Non contingent consideration | (7,370) | (7,370) | ||||
Purchase price adjustment | 0 | (482) | ||||
Total purchase consideration | 235,637 | 235,155 | ||||
Cash | 7,419 | 7,419 | 7,419 | 7,419 | ||
Trade and accounts receivable | 50,619 | 50,619 | 50,619 | 50,619 | ||
Inventories | 1,726 | 1,726 | 1,726 | 1,726 | ||
Prepaid and other current assets | 19,654 | 19,654 | 19,654 | 19,654 | ||
Assets held for sale | 3,282 | 3,282 | 3,282 | 3,282 | ||
Property and equipment | 113,889 | 114,705 | 113,889 | 113,889 | ||
Intangible assets | 27,113 | 27,113 | 27,113 | 27,113 | ||
Right of use assets | 35,345 | 35,813 | 35,345 | 35,345 | ||
Other noncurrent assets | 1,676 | 1,676 | 1,676 | 1,676 | ||
Total identifiable assets acquired | 260,723 | 262,007 | 260,723 | 260,723 | ||
Accounts payable | 39,101 | 39,101 | 39,101 | 39,101 | ||
Accrued expenses | 38,000 | 38,000 | 38,000 | 38,000 | ||
Short term lease liability | 10,125 | 10,125 | 10,125 | 10,125 | ||
Long term lease liability | 25,220 | 25,688 | 25,220 | 25,220 | ||
Non-current liabilities | 971 | 971 | 971 | 971 | ||
Total liabilities assumed | 113,417 | 113,885 | 113,417 | 113,417 | ||
Goodwill | 87,849 | 87,515 | 87,849 | 87,849 | ||
Total purchase consideration | 235,155 | 235,637 | $ 235,155 | $ 235,155 | ||
Net working capital adjustment | (482) | |||||
Total purchase consideration | (482) | |||||
Property and equipment | (816) | |||||
Finance lease right-of-use assets | (468) | |||||
Total identifiable assets acquired | (1,284) | |||||
Long-term finance lease liabilities | (468) | |||||
Total liabilities assumed | (468) | |||||
Goodwill | 334 | |||||
Total purchase consideration | $ (482) | |||||
Alamo Acquisition | Alamo Debt Repaid In Merger | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Cash consideration | $ 32,300 |
Mergers and Acquisitions - Al_2
Mergers and Acquisitions - Alamo - Intangible Assets Acquired (Details) - Alamo Acquisition $ 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] | |
Finite-lived intangible asset, useful life | 1 year 6 months |
Gross carrying amounts | $ 2,409 |
Non-compete agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 3 years |
Gross carrying amounts | $ 1,677 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 7 years 3 months 29 days |
Gross carrying amounts | $ 23,027 |
Mergers and Acquisitions - Al_3
Mergers and Acquisitions - Alamo - Transaction Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Merger and integration | $ 8,709 | $ 32,539 | $ 68,731 |
Alamo Acquisition | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Merger and integration | 5,592 | ||
Integration | 3,117 | ||
Total merger and integration costs | $ 8,709 |
Mergers and Acquisitions - Al_4
Mergers and Acquisitions - Alamo - Pro Forma (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Interest expense | $ 24,609,000 | $ 20,652,000 | $ 21,856,000 |
Alamo Acquisition | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Interest expense | 2,700,000 | 6,900,000 | |
Revenue | 1,633,866,000 | 1,451,342,000 | |
Net income (loss) | $ (105,400,000) | $ (331,283,000) | |
Net income (loss) per share (basic) (in dollars per share) | $ (0.44) | $ (1.38) | |
Net income (loss) per share (diluted) (in dollars per share) | $ (0.44) | $ (1.38) |
Mergers and Acquisitions - C&J
Mergers and Acquisitions - C&J Energy Services, Inc., Additional Information (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Merger and integration | $ 8,709 | $ 32,539 | $ 68,731 | ||
C&J Energy Services, Inc. | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 485,100 | ||||
Equity interest issued (in shares) | 105,900,000 | 106,627 | |||
Equity consideration | $ 481,912 | ||||
Replacement share based compensation awards | 3,212 | ||||
Trade and accounts receivable | 312,620 | ||||
Gross amount due under contract | 322,800 | ||||
Estimated uncollectible amount | 10,200 | ||||
Liability recognized for legal reserves and sales and use tax assessments | $ 40,200 | ||||
Revenue | $ 196,700 | ||||
Net loss | $ 21,400 |
Mergers and Acquisitions - C&_2
Mergers and Acquisitions - C&J Energy Services, Inc Purchase Consideration (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities | ||||
Goodwill | $ 192,780 | $ 104,198 | $ 137,458 | |
C&J Energy Services, Inc. | ||||
Total Purchase Consideration: | ||||
Equity consideration | $ 481,912 | |||
Replacement awards attributable to pre-combination services | 3,212 | |||
Less: Cash acquired | (68,807) | |||
Total purchase consideration | 416,317 | |||
Assets | ||||
Trade and accounts receivable | 312,620 | |||
Inventories | 43,142 | |||
Prepaid and other current assets | 18,512 | |||
Property and equipment | 311,886 | |||
Intangible assets | 17,590 | |||
Right of use assets | 24,318 | |||
Other noncurrent assets | 4,409 | |||
Total identifiable assets acquired | 732,477 | |||
Liabilities | ||||
Accounts payable | 43,620 | |||
Accrued expenses | 236,959 | |||
Short term lease liability | 7,842 | |||
Long term lease liability | 15,517 | |||
Non-current liabilities | 17,156 | |||
Total liabilities assumed | 321,094 | |||
Goodwill | 4,934 | |||
Total purchase consideration | $ 416,317 |
Mergers and Acquisitions - C&_3
Mergers and Acquisitions - C&J Energy Services, Inc Schedule of Intangible Assets Acquired (Details) - C&J Energy Services, Inc. $ in Thousands | Oct. 31, 2019USD ($) |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Gross Carrying Amounts | $ 17,590 |
Technology | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Weighted average remaining amortization period (Years) | 3 years |
Gross Carrying Amounts | $ 17,590 |
Mergers and Acquisitions - C&_4
Mergers and Acquisitions - C&J Energy Services, Inc Schedule of Separately Recognized Transactions (Details) - C&J Energy Services, Inc. - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Separately recognized transactions | $ 32,539 | $ 68,731 |
Merger | ||
Business Acquisition [Line Items] | ||
Separately recognized transactions | 7,586 | 23,775 |
Integration | ||
Business Acquisition [Line Items] | ||
Separately recognized transactions | $ 24,953 | $ 44,956 |
Mergers and Acquisitions - C&_5
Mergers and Acquisitions - C&J Energy Services, Inc Pro Forma Information (Details) - C&J Energy Services, Inc. - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenue | $ 3,406,288 | $ 4,359,095 |
Net income (loss) | $ (196,577) | $ 66,746 |
Net income (loss) per share (basic) (in dollars per share) | $ (0.93) | $ 0.32 |
Net income (loss) per share (diluted) (in dollars per share) | $ (0.93) | $ 0.31 |
Weighted-average shares outstanding | ||
Basic (in shares) | 211,376 | 210,945 |
Diluted (in shares) | 211,376 | 212,964 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | $ 127,639 | $ 97,678 |
Accumulated Amortization | (62,678) | (46,496) |
Net Carrying Amount | 64,961 | 51,182 |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 90,627 | 67,600 |
Accumulated Amortization | (44,063) | (37,607) |
Net Carrying Amount | 46,564 | 29,993 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 2,377 | 700 |
Accumulated Amortization | (611) | (455) |
Net Carrying Amount | 1,766 | 245 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 2,409 | |
Accumulated Amortization | (157) | |
Net Carrying Amount | 2,252 | |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 32,226 | 29,378 |
Accumulated Amortization | (17,847) | (8,434) |
Net Carrying Amount | $ 14,379 | $ 20,944 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 16.4 | $ 12.6 | $ 6.5 |
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets, indefinite-lived | $ 10.2 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2022 | $ (19,457) |
2023 | (12,336) |
2024 | (9,876) |
2025 | (8,452) |
2026 | $ (5,633) |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)reportingUnit | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | |||||
Number of reporting units | reportingUnit | 3 | ||||
Terminal growth rate | 0.025 | ||||
Impairment percent, under income approach | 0.400 | ||||
Impairment percent, under market approach | 0.600 | ||||
Alamo Acquisition | $ 32,600,000 | $ 0 | $ 32,600,000 | $ 0 | |
Completion Services | |||||
Goodwill [Line Items] | |||||
Weighted average cost of capital | 0.199 | ||||
Alamo Acquisition | $ 32,200,000 | ||||
WC&I | |||||
Goodwill [Line Items] | |||||
Weighted average cost of capital | 0.224 | ||||
Alamo Acquisition | $ 400,000 | ||||
Minimum | |||||
Goodwill [Line Items] | |||||
Guideline public company method, revenue impairment multiplier | 0.5 | ||||
Guideline public company method, EBITDA impairment multiplier | 3.3 | ||||
Guideline transaction method, revenue impairment multiplier | 0.7 | ||||
Guideline transaction method, invested capital impairment multiplier | 0.6 | ||||
Maximum | |||||
Goodwill [Line Items] | |||||
Guideline public company method, revenue impairment multiplier | 0.6 | ||||
Guideline public company method, EBITDA impairment multiplier | 6.2 | ||||
Guideline transaction method, revenue impairment multiplier | 2.1 | ||||
Guideline transaction method, invested capital impairment multiplier | 1.3 |
Goodwill - Rollforward (Details
Goodwill - Rollforward (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||||
Goodwill as of beginning of the period | $ 137,458,000 | $ 104,198,000 | $ 137,458,000 | |
Disposition of Well Support Services reporting unit | (660,000) | |||
Impairment expense | $ (32,600,000) | 0 | (32,600,000) | $ 0 |
Goodwill as of end of the period | 192,780,000 | $ 104,198,000 | $ 137,458,000 | |
Completions Acquisition | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during period | 733,000 | |||
Alamo Acquisition | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during period | 87,849,000 | |||
Goodwill as of end of the period | $ 87,849,000 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Inventories, net | $ 38,094 | $ 30,068 |
Sand, including freight | ||
Inventory [Line Items] | ||
Inventories, net | 9,674 | 5,096 |
Chemicals and consumables | ||
Inventory [Line Items] | ||
Inventories, net | 4,204 | 2,993 |
Materials and supplies | ||
Inventory [Line Items] | ||
Inventories, net | $ 24,216 | $ 21,979 |
Inventories, net - Additional I
Inventories, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |||
Inventory valuation reserves | $ 6.3 | $ 4.4 | |
Inventory write-down | $ 1.9 | 2.6 | $ 0.8 |
Inventory write down, excluding obsolescence | $ 2.7 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,525,372 | $ 1,388,038 |
Less accumulated depreciation | (951,170) | (929,290) |
Construction in progress | 46,663 | 11,963 |
Total property and equipment, net | 620,865 | 470,711 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,317 | 14,397 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 75,892 | 78,078 |
Office furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,846 | 11,400 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,424,317 | $ 1,284,163 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Proceeds from insurance recoveries | $ 22,947 | $ 58 | $ 223 |
Loss on damaged equipment | 12,500 | ||
Gain (loss) on catastrophe, net of insurance | $ 10,400 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 30, 2021 | Sep. 03, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Total debt, net of unamortized debt discount and debt issuance costs | $ 374,885 | $ 335,540 | ||
Less: Current portion | (13,384) | (2,252) | ||
Long-term debt, net of unamortized debt discount and debt issuance costs | 361,501 | 333,288 | ||
Notes Payable, Other Payables | ||||
Debt Instrument [Line Items] | ||||
Other long-term debt | 533 | 0 | ||
Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Less: Unamortized debt discount and debt issuance costs | (2,300) | (3,100) | ||
2018 Term Loan Facility | Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
2018 Term Loan Facility | 337,750 | 341,250 | ||
Less: Unamortized debt discount and debt issuance costs | (4,500) | (5,700) | ||
2021 Equipment Loan | Notes Payable, Other Payables | ||||
Debt Instrument [Line Items] | ||||
2018 Term Loan Facility | 41,321 | $ 3,400 | $ 39,400 | 0 |
Less: Unamortized debt discount and debt issuance costs | $ (200) | |||
2018 Term Loan Facility and 2021 Equipment Loan | Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Less: Unamortized debt discount and debt issuance costs | $ (4,719) | $ (5,710) |
Long-Term Debt - Schedule of Cr
Long-Term Debt - Schedule of Credit Facilities (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 30, 2021 | Sep. 03, 2021 | Aug. 20, 2021 | Dec. 31, 2020 | Oct. 31, 2019 | May 25, 2018 | |
Line of Credit | Revolving Credit Facility | 2017 ABL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Original facility size | $ 450,000,000 | ||||||
2018 Term Loan Facility | 0 | ||||||
Letters of credit outstanding | 23,200,000 | ||||||
Remaining borrowing capacity | 205,615,000 | ||||||
Line of Credit | Revolving Credit Facility | 2018 Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Original facility size | 350,000,000 | $ 350,000,000 | |||||
2018 Term Loan Facility | 337,750,000 | $ 341,250,000 | |||||
Letters of credit outstanding | 0 | ||||||
Notes Payable, Other Payables | 2021 Equipment Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 46,500,000 | $ 46,500,000 | |||||
2018 Term Loan Facility | $ 41,321,000 | $ 3,400,000 | $ 39,400,000 | $ 0 | |||
Debt instrument, interest rate, stated percentage | 5.25% | 5.25% | |||||
LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Original facility size | $ 150,000,000 | ||||||
Minimum | LIBOR | Line of Credit | Revolving Credit Facility | 2017 ABL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate floor | 1.00% |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt, net of unamortized debt discount and debt issuance costs | $ 374,885 | $ 335,540 |
Term Loan | 2018 Term Loan Facility | ||
Debt Instrument [Line Items] | ||
2022 | 14,738 | |
2023 | 15,430 | |
2024 | 15,790 | |
2025 | 333,646 | |
2026 | 0 | |
Total debt, net of unamortized debt discount and debt issuance costs | $ 379,604 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Oct. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2021 | Sep. 03, 2021 | Aug. 20, 2021 | Mar. 31, 2021 | May 25, 2018 |
Debt Instrument [Line Items] | ||||||||||
Amortization of deferred financing fees | $ 2,066,000 | $ 2,217,000 | $ 1,360,000 | |||||||
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, Other Payables | 2021 Equipment Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 46,500,000 | $ 46,500,000 | ||||||||
2018 Term Loan Facility | $ 41,321,000 | 0 | $ 3,400,000 | $ 39,400,000 | ||||||
Debt instrument, interest rate, stated percentage | 5.25% | 5.25% | ||||||||
Unamortized deferred charges | $ 200,000 | |||||||||
Revolving Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unamortized deferred charges | $ 2,300,000 | 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 | $ 175,000,000 | |||||||||
Revolving Credit Facility | Line of Credit | 2018 Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unamortized deferred charges | 4,500,000 | $ 5,700,000 | ||||||||
Debt issuance costs | $ 9,000,000 | |||||||||
Original facility size | $ 350,000,000 | 350,000,000 | ||||||||
Deferred charges expensed | $ 7,600,000 |
Significant Risks and Uncerta_2
Significant Risks and Uncertainties (Details) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020rig | Dec. 31, 2019rig | Aug. 15, 2020rig | Dec. 31, 2021USD ($)segmentrig | Dec. 31, 2020USD ($)rig | Dec. 31, 2019rig | Dec. 31, 2019USD ($) | |
Concentration Risk [Line Items] | |||||||
Number of reportable segments (in segments) | segment | 2 | ||||||
Concentration risk percentage, oil rig, increase (decrease) during period | 70.00% | 67.00% | 26.00% | ||||
Number of rigs | rig | 351 | 805 | 244 | 586 | 351 | 805 | |
Revenue | $ 1,423,441 | $ 1,202,581 | $ 1,821,556 | ||||
Customer 1 | |||||||
Concentration Risk [Line Items] | |||||||
Revenue | $ 193,400 | 346,900 | |||||
Customer 2 | |||||||
Concentration Risk [Line Items] | |||||||
Revenue | 242,100 | ||||||
Customer 3 | |||||||
Concentration Risk [Line Items] | |||||||
Revenue | 213,400 | ||||||
Customer 4 | |||||||
Concentration Risk [Line Items] | |||||||
Revenue | $ 194,700 | ||||||
Two Customers Individually | |||||||
Concentration Risk [Line Items] | |||||||
Revenue | 188,600 | ||||||
Two Customers | |||||||
Concentration Risk [Line Items] | |||||||
Revenue | $ 160,500 | ||||||
Customer concentration risk | Revenue | Customer 1 | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 14.00% | ||||||
Customer concentration risk | Revenue | Two Customers | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 29.00% | ||||||
Customer concentration risk | Revenue | Four Customers | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 55.00% | ||||||
Supplier concentration risk | Cost of Goods and Service Benchmark | Top Suppliers | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 5.00% | 5.00% | |||||
Completion Services | |||||||
Concentration Risk [Line Items] | |||||||
Revenue | $ 1,324,888 | $ 1,046,314 | $ 1,709,934 | ||||
Completion Services | Customer concentration risk | Revenue | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 93.00% | 87.00% | 94.00% |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) | Mar. 09, 2020USD ($) | May 25, 2018USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2019USD ($) | Jun. 30, 2018 |
Derivative [Line Items] | ||||||||
Gain (loss) on disposition | $ 28,898,000 | $ 14,461,000 | $ (4,470,000) | |||||
Amount of gain (loss) recognized in income on derivative (ineffective portion) | 0 | |||||||
Net gains expected to be reclassified from AOCI into earnings in the next 12 months | 3,000,000 | |||||||
Gain (loss) on derivative, net | (1,799,000) | 2,815,000 | $ 239,000 | |||||
Well Support Services | ||||||||
Derivative [Line Items] | ||||||||
Cash consideration | $ 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 | 0.1075 | |||||||
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 | |||||||
Gain (loss) on disposition | $ 8,700,000 | |||||||
Derivative, cash received on hedge | $ 34,400,000 | |||||||
Notional amount | 33,600,000 | |||||||
Gain (loss) on derivative, net | $ (900,000) | |||||||
Well Support Services | Other Income | ||||||||
Derivative [Line Items] | ||||||||
Gain (loss) on sale of derivatives | $ 800,000 | |||||||
LIBOR | ||||||||
Derivative [Line Items] | ||||||||
Percentage of debt hedged by interest rate derivatives | 50.00% | |||||||
Debt instrument, variable rate floor | 1.00% | |||||||
Interest rate swap | Derivatives not designated as hedging instruments | ||||||||
Derivative [Line Items] | ||||||||
Deferred gains in other comprehensive income | $ 3,500,000 | |||||||
2018 Term Loan Facility | Medium-term Notes | LIBOR | ||||||||
Derivative [Line Items] | ||||||||
Debt instrument, 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 |
Derivatives - Schedule of Offse
Derivatives - Schedule of Offsetting Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 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 liabilities | $ (2,787) | (2,861) |
Gross amounts offset in the balance sheet | 0 | 0 |
Net amounts presented in the balance sheet | (2,787) | (2,861) |
Other noncurrent liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | (3,747) | (8,260) |
Gross amounts offset in the balance sheet | 0 | 0 |
Net amounts presented in the balance sheet | (3,747) | (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 liabilities | (2,787) | (2,861) |
Derivatives designated as hedging instruments | Other noncurrent liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | (3,747) | (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 liabilities | 0 | 0 |
Derivatives not designated as hedging instruments | Other noncurrent liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | $ 0 | $ 0 |
Derivatives - Schedule of Cash
Derivatives - Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) (Details) - Derivatives designated as hedging instruments - Interest rate derivative - Cash flow hedging - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of loss recognized in other comprehensive income on derivative | $ 1,703 | $ (6,422) | $ (7,628) |
Interest Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into earnings | $ (2,741) | $ (2,334) | $ 239 |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021USD ($)derivativeInstrument | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, FV-NI | $ 5,300 | ||
Cash and cash equivalents | 110,695 | $ 275,990 | |
Receivables, payment terms (in days) | 30 days | ||
Allowance for doubtful accounts | 1,900 | $ 2,700 | |
Allowance for doubtful accounts receivable, provision for doubtful accounts, net of recoveries | $ 2,000 | 600 | |
Accounts receivable, allowance for credit loss, recovery | 2,000 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Allowance for doubtful accounts | $ 1,500 | ||
Accounts receivable | Customer concentration risk | Largest Customer | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Concentration risk, percentage | 17.00% | 17.00% | |
Recurring | Interest rate derivative | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of instruments held | derivativeInstrument | 3 | ||
Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receivables, payment terms (in days) | 30 days | ||
Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receivables, payment terms (in days) | 60 days | 60 days |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Information - Schedule of Fair Value Measured on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
WSS Note | $ 6,322 | |
Equity security investment | $ 7,743 | 11,263 |
Liabilities: | ||
Earnout Payments | (11,795) | |
Level 1 | ||
Assets: | ||
WSS Note | 0 | |
Equity security investment | 7,743 | 11,263 |
Liabilities: | ||
Earnout Payments | 0 | |
Level 2 | ||
Assets: | ||
WSS Note | 6,322 | |
Equity security investment | 0 | 0 |
Liabilities: | ||
Earnout Payments | 0 | |
Level 3 | ||
Assets: | ||
WSS Note | 0 | |
Equity security investment | 0 | 0 |
Liabilities: | ||
Earnout Payments | (11,795) | |
Make-whole Derivative | ||
Assets: | ||
Make-whole derivative | 27,243 | |
Make-whole Derivative | Level 1 | ||
Assets: | ||
Make-whole derivative | 0 | |
Make-whole Derivative | Level 2 | ||
Assets: | ||
Make-whole derivative | 27,243 | |
Make-whole Derivative | Level 3 | ||
Assets: | ||
Make-whole derivative | 0 | |
Interest rate derivative | ||
Liabilities: | ||
Interest rate derivative | (6,534) | (11,121) |
Interest rate derivative | Level 1 | ||
Liabilities: | ||
Interest rate derivative | 0 | 0 |
Interest rate derivative | Level 2 | ||
Liabilities: | ||
Interest rate derivative | (6,534) | (11,121) |
Interest rate derivative | Level 3 | ||
Liabilities: | ||
Interest rate derivative | $ 0 | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)planshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of types of equity-based compensation (in compensation types) | plan | 4 | ||
Share-based payment arrangement, expense | $ 24,677 | $ 25,826 | $ 28,977 |
Maximum | Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting percentage | 200.00% | ||
Equity and Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Capital shares reserved for future issuance (in shares) | shares | 7,844,941 | ||
Business Combination, Acquisition Related Costs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 2,700 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Equity-Based Compensation Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 24,677 | $ 25,826 | $ 28,977 |
Tax benefit | (4,751) | (5,557) | (6,954) |
Stock-based compensation, net of tax | 19,926 | 20,269 | 22,023 |
Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 1,364 | 1,589 | 1,486 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 14,674 | 19,201 | 20,426 |
Non-qualified stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 76 | 894 | 3,498 |
Restricted stock performance-based stock unit awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 8,563 | $ 4,142 | $ 3,567 |
Stock-Based Compensation - Defe
Stock-Based Compensation - Deferred Stock Awards, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Share-based payment arrangement, expense | $ 24,677 | $ 25,826 | $ 28,977 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 24,677 | $ 25,826 | $ 28,977 |
Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 256,000 | ||
Share-based payment arrangement, expense | $ 1,364 | $ 1,589 | $ 1,486 |
Unamortized compensation costs, non-options | $ 500 | ||
Equity award compensation period for recognition | 5 months 12 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Awards (Details) - Restricted stock awards | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Restricted Stock Awards (In thousands) | |
Total non-vested at the beginning of the period (in shares) | shares | 623,000 |
Shares issued (in shares) | shares | 256,000 |
Shares vested (in shares) | shares | (669,000) |
Shares forfeited (in shares) | shares | 0 |
Non-vested balance at the end of the period (in shares) | shares | 210,000 |
Weighted average grant date fair value | |
Total non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 2.27 |
Shares issued (in dollars per share) | $ / shares | 5.67 |
Shares vested (in dollars per share) | $ / shares | 2.70 |
Shares forfeited (in dollars per share) | $ / shares | 0 |
Non-vested balance at the end of the period (in dollars per share) | $ / shares | $ 5.67 |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Units, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 24,677 | $ 25,826 | $ 28,977 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 5,909,000 | ||
Share-based payment arrangement, expense | $ 14,674 | $ 19,201 | $ 20,426 |
Unrecognized compensation cost | $ 21,900 | ||
Equity award compensation period for recognition | 1 year 9 months 3 days |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Restricted Stock Units (In thousands) | |
Total non-vested at the beginning of the period (in shares) | shares | 4,087,000 |
Units issued (in shares) | shares | 5,909,000 |
Units vested (in shares) | shares | (1,682,000) |
Units forfeited (in shares) | shares | (725,000) |
Non-vested balance at the end of the period (in shares) | shares | 7,589,000 |
Weighted average grant date fair value | |
Total non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 6.12 |
Units issued (in dollars per share) | $ / shares | 4.08 |
Units vested (in dollars per share) | $ / shares | 6.8 |
Units forfeited (in dollars per share) | $ / shares | 4.54 |
Non-vested balance at the end of the period (in dollars per share) | $ / shares | $ 4.53 |
Stock-Based Compensation - Non-
Stock-Based Compensation - Non-Qualified Stock Options, Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 24,677 | $ 25,826 | $ 28,977 |
Unamortized compensation cost, options | 0 | ||
Non-qualified stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 76 | $ 894 | $ 3,498 |
Options exercisable (in shares) | 1.7 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Non-Qualified Stock Options (Details) - Non-qualified stock options shares in Thousands | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of Stock Options (In thousands) | |
Total outstanding at the beginning of the period (in shares) | shares | 1,741 |
Options granted (in shares) | shares | 0 |
Options exercised (in shares) | shares | 0 |
Actual options forfeited (in shares) | shares | 0 |
Options expired (in shares) | shares | 0 |
Total outstanding at the end of the period (in shares) | shares | 1,741 |
Weighted average grant date fair value | |
Total outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 4.86 |
Options granted (in dollars per share) | $ / shares | 0 |
Options exercised (in dollars per share) | $ / shares | 0 |
Actual options forfeited (in dollars per share) | $ / shares | 0 |
Options expired (in dollars per share) | $ / shares | 0 |
Total outstanding at the end of the period (in dollars per share) | $ / shares | $ 4.86 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - Non-qualified stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected equity volatility | 49.60% | 46.30% | 51.50% |
Expected term (years) | 6 years | 6 years | |
Risk-free interest rate | 1.70% | 2.70% | 1.60% |
Exercise price per stock option (in dollars per share) | $ 15.31 | $ 19 | |
Market price per share (in dollars per share) | $ 4.55 | 15.31 | 14.49 |
Weighted average fair value per stock option (in dollars per share) | $ 0.74 | $ 7.28 | $ 6.16 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 7 years 3 months 18 days | ||
Exercise price per stock option (in dollars per share) | $ 19.09 | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 8 years 1 month 6 days | ||
Exercise price per stock option (in dollars per share) | $ 26.41 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-Based RSU Awards, Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Executive Officer | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 0.00% | ||||
Executive Officer | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 200.00% | ||||
Restricted stock performance-based stock unit awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued (in shares) | 2,220,000 | ||||
Performance shares | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued (in shares) | 1,473,736 | 550,899 | |||
Grant date fair value | $ 13.7 | $ 3.2 | |||
Equity award compensation period for recognition | 1 year 10 months 28 days | ||||
Unamortized compensation costs, non-options | $ 14.2 |
Stock-Based Compensation - Sc_6
Stock-Based Compensation - Schedule of Performance-Based RSU Awards (Details) - Restricted stock performance-based stock unit awards | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of Stock Options (In thousands) | |
Total non-vested at the beginning of the period (in shares) | shares | 1,268,000 |
Shares issued (in shares) | shares | 2,220,000 |
Shares vested (in shares) | shares | (590,000) |
Shares forfeited (in shares) | shares | (50,000) |
Non-vested balance at the end of the period (in shares) | shares | 2,848,000 |
Weighted average grant date fair value | |
Total non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 7.15 |
Shares issued (in dollars per share) | $ / shares | 7.91 |
Shares vested (in dollars per share) | $ / shares | 3.36 |
Shares forfeited (in dollars per share) | $ / shares | 6.27 |
Non-vested balance at the end of the period (in dollars per share) | $ / shares | $ 8.56 |
Stock-Based Compensation - Sc_7
Stock-Based Compensation - Schedule of Share-based RSU Awards, Valuation Assumptions (Details) - Restricted stock performance-based stock unit awards | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected equity volatility | 55.20% |
Expected term (years) | |
Risk-free interest rate | 0.20% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected equity volatility | 147.90% |
Expected term (years) | 3 years |
Risk-free interest rate | 0.30% |
Stockholders' Equity - Vesting
Stockholders' Equity - Vesting Of Stock Awards (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Equity [Abstract] | |
Shares issued, net of share settlements for payroll taxes (in shares) | 2,162,825 |
Stockholders' Equity - C&J Merg
Stockholders' Equity - C&J Merger (Details) - C&J Energy Services, Inc. - USD ($) $ in Thousands | Oct. 31, 2019 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||
Consideration transferred | $ 485,100 | |
Equity interest issued (in shares) | 105,900,000 | 106,627 |
Equity consideration | $ 481,912 | |
Replacement awards attributable to pre-combination services | $ 3,212 |
Stockholders' Equity - Alamo (D
Stockholders' Equity - Alamo (Details) - Alamo Acquisition - USD ($) $ in Thousands | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Consideration transferred | $ 235,637 | $ 235,155 | |
Equity interest issued (in shares) | 26,000,000 | 26,000,000 | |
Equity consideration | $ 82,323 | $ 82,323 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | $ 557,288 | $ 886,772 | $ 487,181 |
Net loss | (119,423) | (346,883) | (106,157) |
Ending balance | 547,017 | 557,288 | 886,772 |
Foreign currency items | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (357) | ||
Net loss | 0 | ||
Other comprehensive loss | 407 | ||
Ending balance | 50 | (357) | |
Interest rate contract | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (12,753) | ||
Net loss | 2,741 | ||
Other comprehensive loss | 1,703 | ||
Ending balance | (8,309) | (12,753) | |
AOCI | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (13,110) | (8,781) | (798) |
Net loss | 2,741 | ||
Other comprehensive loss | 2,110 | ||
Ending balance | $ (8,259) | $ (13,110) | $ (8,781) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Reclassification Out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivatives designated as hedging instruments | Interest rate derivative | Interest rate derivatives, hedging | Reclassification out of accumulated other comprehensive income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest rate derivatives, hedging | $ (2,741) | $ (2,334) | $ 239 |
Loss per Share (Details)
Loss per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income (loss) | $ (119,423) | $ (346,883) | $ (106,157) |
Denominator: | |||
Basic weighted-average common shares outstanding (in shares) | 224,401 | 213,795 | 122,977 |
Diluted weighted average common shares outstanding, including antidilutive securities adjustment (in shares) | 226,311 | 215,074 | 123,101 |
Restricted stock awards | |||
Denominator: | |||
Dilutive effect of awards granted (in shares) | 145 | 199 | 43 |
Restricted stock units | |||
Denominator: | |||
Dilutive effect of awards granted (in shares) | 1,140 | 39 | 81 |
Performance shares | |||
Denominator: | |||
Dilutive effect of awards granted (in shares) | 625 | 1,041 | 0 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)rig | Dec. 31, 2020USD ($) | Jan. 01, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | $ 21,767 | $ 37,157 | |
Lease liability | $ 27,898 | ||
Sale leaseback transaction, term | rig | 18 | ||
Failed Sales Leaseback Agreement | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, finance lease, lease not yet commenced, liability, amount | $ 15,800 | ||
Sale Leaseback Transaction | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, finance lease, lease not yet commenced, liability, amount | 1,900 | ||
Lessee, operating lease, lease not yet commenced, right of use asset, amount | $ 3,000 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 13 years | ||
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | $ 61,000 | ||
Lease liability | $ 61,000 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 19,607 | $ 15,702 |
Finance lease cost: | ||
Amortization of right-of-use assets | 1,418 | 2,027 |
Interest on lease liabilities | 584 | 269 |
Total finance lease cost | 2,002 | 2,296 |
Variable lease cost | 6,537 | 7,469 |
Sublease income | 0 | 0 |
Total lease cost | $ 28,146 | $ 25,467 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating cash flows from operating leases | $ 14,507 | $ 21,049 | |
Operating cash flows from finance leases | 538 | 240 | |
Financing cash flows from finance leases | $ 4,155 | $ 3,752 | $ 6,035 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating leases | 6 years 11 months 23 days | 4 years 8 months 19 days |
Finance leases | 2 years 11 months 23 days | 1 year 10 months 17 days |
Leases - Weighted Average Disco
Leases - Weighted Average Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating leases | 6.83% | 8.65% |
Finance leases | 4.00% | 5.79% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating leases | |
2022 | $ 8,709 |
2023 | 5,560 |
2024 | 3,497 |
2025 | 2,929 |
2026 | 2,275 |
Thereafter | 12,022 |
Total undiscounted remaining minimum lease payments | 34,992 |
Less imputed interest | (7,094) |
Total discounted remaining minimum lease payments | 27,898 |
Finance leases | |
2022 | 13,001 |
2023 | 17,256 |
2024 | 10,042 |
2025 | 923 |
2026 | 0 |
Thereafter | 0 |
Total undiscounted remaining minimum lease payments | 41,222 |
Less imputed interest | (2,443) |
Total discounted remaining minimum lease payments | $ 38,779 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income by Tax Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (157,713) | $ (357,250) | $ (106,879) |
Foreign | 39,976 | 11,837 | 1,727 |
Loss before income taxes | $ (117,737) | $ (345,413) | $ (105,152) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
State | $ (54) | $ (297) | $ 709 |
Foreign | 1,677 | 1,858 | 627 |
Total current income tax provision | 1,623 | 1,561 | 1,336 |
Deferred: | |||
Federal | 55 | (158) | (239) |
State | 8 | 53 | (92) |
Foreign | 0 | 14 | 0 |
Total deferred income tax provision | 63 | (91) | (331) |
Income tax expense | $ 1,686 | $ 1,470 | $ 1,005 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | |
Income Tax Examination [Line Items] | ||||
Effective tax rate, percent | (1.43%) | (0.43%) | ||
Operating loss carryforwards | $ 1,500,000,000 | |||
Operating loss carryforwards, subject to expiration | 380,200,000 | |||
Deferred tax assets, interest expense carryforward | 40,900,000 | |||
Valuation allowance | 318,260,000 | $ 294,101,000 | $ 223,419,000 | |
Unrecognized tax benefits | 0 | 0 | 0 | |
Accrued interest or penalties | 0 | 0 | $ 0 | |
Domestic Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards, subject to expiration | 350,800,000 | |||
State and Local Jurisdiction | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards, subject to expiration | 617,000,000 | |||
Foreign Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards, subject to expiration | 18,000,000 | |||
NexTier | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards, subject to expiration | 275,800,000 | |||
Operating loss carryforwards, annual limitation | $ 8,500,000 | |||
Operating loss carryforwards, accumulated annual limitation | 398,800,000 | $ 398,800,000 | ||
C&J Energy Services, Inc. | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards, subject to expiration | 104,400,000 | |||
Operating loss carryforwards, annual limitation | 8,600,000 | |||
Operating loss carryforwards, accumulated annual limitation | $ 443,300,000 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision computed at the statutory federal rate | $ (24,724) | $ (72,537) | $ (22,082) |
Reconciling items: | |||
State income taxes, net of federal tax benefit | (1,959) | (12,222) | (1,463) |
Deferred tax asset valuation adjustment | 25,306 | 82,557 | 14,987 |
Permanent differences | 2,796 | 4,589 | 9,962 |
Foreign withholding taxes | 1,683 | 1,870 | 627 |
Other | (1,416) | (2,787) | (1,026) |
Income tax expense | $ 1,686 | $ 1,470 | $ 1,005 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Stock-based compensation | $ 6,247 | $ 4,972 | $ 4,124 |
Net operating loss and other carry-forwards | 364,882 | 284,151 | 196,949 |
Accruals and other | 14,472 | 15,535 | 21,411 |
PPE & Intangibles | 0 | 0 | 1,474 |
Gross deferred tax assets | 385,601 | 304,658 | 223,958 |
Valuation allowance | (318,260) | (294,101) | (223,419) |
Total deferred tax assets | 67,341 | 10,557 | 539 |
Deferred tax liability: | |||
PP&E and intangibles | (65,163) | (8,317) | 0 |
Prepaids and other | (2,241) | (2,240) | (645) |
Total deferred tax liability | (67,404) | (10,557) | (645) |
Net deferred tax liability | $ (63) | $ 0 | $ (106) |
Income Taxes - Schedule of Valu
Income Taxes - Schedule of Valuation Allowance (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Valuation Allowance [Roll Forward] | |
Valuation allowance as of the beginning of January 1, 2021 | $ 294,101 |
Valuation allowance as of December 31, 2021 | 318,260 |
Charge as (benefit) expense to income tax provision for current activities | |
Valuation Allowance [Roll Forward] | |
Charge (benefit) expense to income tax provision | 25,306 |
Changes to other comprehensive loss | |
Valuation Allowance [Roll Forward] | |
Charge (benefit) expense to income tax provision | $ (1,147) |
Commitments and Contingencies -
Commitments and Contingencies - Commitments (Details) - USD ($) $ in Millions | Sep. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Mar. 31, 2021 |
Long-term Purchase Commitment [Line Items] | ||||||
Amount spent on long-term purchase commitment | $ 47.8 | $ 77.6 | $ 160 | |||
Income tax examination, increase (decrease) in liability from prior year | $ 8.8 | $ 13.3 | ||||
Settled Litigation | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Unrecognized tax benefits, decrease resulting from settlements with taxing authorities | $ 3.7 | |||||
Income tax examination, liability (refund) adjustment from settlement with taxing authority | $ 2.8 | |||||
Line of Credit | Letter of Credit | 2017 Term Loan Facility | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Letters of credit outstanding | 23.2 | |||||
Capital addition purchase commitment | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Recorded unconditional purchase obligation | 1 | 4.9 | ||||
Outstanding purchase commitments | 54.1 | 23.4 | ||||
C&J Energy Services, Inc. | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Penalties and interest accrued due to income tax examination | $ 33 | |||||
Alamo Acquisition | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Income tax examination, estimate of possible loss | $ 17.7 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Aggregate Minimum Commitments (Details) - Inventories $ in Thousands | Dec. 31, 2021USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2022 | $ 33,886 |
2023 | 5,160 |
2024 | 1,190 |
2025 | 0 |
2026 | 0 |
Total | $ 40,236 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Equity method investments | $ 1.7 | |||
Equity method investment, other than temporary impairment | $ 1.7 | |||
Consulting services | Affiliated entity | ||||
Related Party Transaction [Line Items] | ||||
Amounts paid to related parties | 0.6 | $ 2.2 | $ 4.1 | |
Alamo Acquisition | Affiliated entity | ||||
Related Party Transaction [Line Items] | ||||
Post close services | 30 | |||
Related party transaction, amounts of transaction | 6.3 | |||
Contract with customer, liability | $ 23.7 |
Retirement Benefits and Nonre_2
Retirement Benefits and Nonretirement Postemployment Benefits (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Percent of employer contribution match | 3.50% | ||
Contributions by employer | $ 0 | $ 4,500,000 | $ 8,100,000 |
Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges incurred for restructuring activities | $ 2,100,000 | $ 27,000,000 | $ 16,700,000 |
Business Segments - Narrative (
Business Segments - Narrative (Details) $ / shares in Units, $ in Millions | Mar. 09, 2020USD ($) | Mar. 31, 2021$ / shares | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares |
Segment Reporting Information [Line Items] | |||||
Basic net income (loss) per share (in dollars per share) | $ / shares | $ (0.53) | $ (1.62) | $ (0.86) | ||
Well Support Services | |||||
Segment Reporting Information [Line Items] | |||||
Gain (Loss) on disposition of business | $ 8.7 | ||||
Basic net income (loss) per share (in dollars per share) | $ / shares | $ 0.01 | ||||
Well Support Services | |||||
Segment Reporting Information [Line Items] | |||||
Cash consideration | 93.7 | ||||
Cash divested from deconsolidation | 59.4 | ||||
Proceeds from sale of business | 53.3 | ||||
Loan receivable, face amount | $ 34.4 | ||||
Loans receivable, rate, stated percent | 0.1075 |
Business Segments - Schedule of
Business Segments - Schedule of Financial Information for Each of the Company's Business Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total adjusted gross profit | $ 175,883 | $ 190,345 | $ 417,624 |
Completion Services | |||
Segment Reporting Information [Line Items] | |||
Total adjusted gross profit | 165,867 | 168,276 | 401,845 |
WC&I | |||
Segment Reporting Information [Line Items] | |||
Total adjusted gross profit | 10,016 | 9,731 | 7,812 |
Well Support Services | |||
Segment Reporting Information [Line Items] | |||
Total adjusted gross profit | $ 0 | $ 12,338 | $ 7,967 |
Business Segments - Gross Profi
Business Segments - Gross Profit By Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,423,441 | $ 1,202,581 | $ 1,821,556 | |
Cost of Services | [1] | 1,255,321 | 1,032,574 | 1,403,932 |
Gross profit excluding depreciation and amortization | 168,120 | 170,007 | 417,624 | |
Management adjustments associated with cost of services | 7,763 | 20,338 | 0 | |
Adjusted gross profit | 175,883 | 190,345 | 417,624 | |
Completion Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,324,888 | 1,046,314 | 1,709,934 | |
Cost of Services | 1,165,881 | 893,785 | 1,308,089 | |
Gross profit excluding depreciation and amortization | 159,007 | 152,529 | 401,845 | |
Management adjustments associated with cost of services | 6,860 | 15,747 | 0 | |
Adjusted gross profit | 165,867 | 168,276 | 401,845 | |
WC&I | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 98,553 | 98,338 | 63,039 | |
Cost of Services | 89,440 | 93,198 | 55,227 | |
Gross profit excluding depreciation and amortization | 9,113 | 5,140 | 7,812 | |
Management adjustments associated with cost of services | 903 | 4,591 | 0 | |
Adjusted gross profit | 10,016 | 9,731 | 7,812 | |
Well Support Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 57,929 | 48,583 | |
Cost of Services | 0 | 45,591 | 40,616 | |
Gross profit excluding depreciation and amortization | 0 | 12,338 | 7,967 | |
Management adjustments associated with cost of services | 0 | 0 | 0 | |
Adjusted gross profit | $ 0 | $ 12,338 | $ 7,967 | |
[1] | Cost of services during the years ended December 31, 2021, 2020, and 2019 excludes depreciation of $166.4 million , $283.8 million, and $276.8 million, respectively. Depreciation related to cost of services is presented within depreciation and amortization separately. |
Business Segments - Schedule _2
Business Segments - Schedule of Assets and Goodwill by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 1,457,581 | $ 1,157,888 | |
Goodwill | 192,780 | 104,198 | $ 137,458 |
Completion Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Goodwill | 192,780 | 104,198 | |
Operating Segments | Completion Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 1,201,265 | 689,814 | |
Operating Segments | WC&I | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 60,195 | 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 | 196,121 | 405,115 | |
Goodwill | $ 0 | $ 0 |