Cover
Cover | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2021 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2021 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-38091 |
Entity Registrant Name | NATIONAL ENERGY SERVICES REUNITED CORP. |
Entity Central Index Key | 0001698514 |
Entity Address, Address Line One | 777 Post Oak Blvd. |
Entity Address, Address Line Two | Suite 730 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77056 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 89,268 | $ 75,012 |
Accounts receivable, net | 127,509 | 116,835 |
Unbilled revenue | 118,865 | 158,457 |
Service inventories | 95,789 | 94,263 |
Prepaid assets | 13,600 | 11,480 |
Retention withholdings | 30,925 | 36,773 |
Other receivables | 18,798 | 18,454 |
Other current assets | 4,712 | 3,943 |
Total current assets | 499,466 | 515,217 |
Non-current assets | ||
Property, plant and equipment, net | 423,649 | 437,743 |
Intangible assets, net | 106,396 | 110,376 |
Goodwill | 620,921 | 620,921 |
Other assets | 3,050 | 2,797 |
Total assets | 1,653,482 | 1,687,054 |
Liabilities | ||
Accounts payable | 137,751 | 144,614 |
Accrued expenses | 46,944 | 73,783 |
Current installments of long-term debt | 50,327 | 47,500 |
Short-term borrowings | 42,110 | 42,360 |
Income taxes payable | 10,941 | 9,420 |
Other taxes payable | 13,992 | 11,289 |
Other current liabilities | 25,022 | 30,400 |
Total current liabilities | 327,087 | 359,366 |
Long-term debt | 298,480 | 308,614 |
Deferred tax liabilities | 20,176 | 21,070 |
Employee benefit liabilities | 22,066 | 21,515 |
Other liabilities | 14,736 | 32,071 |
Total liabilities | 682,545 | 742,636 |
Commitments and contingencies (Note 14) | ||
Equity | ||
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding at March 31, 2021 and December 31, 2020, respectively | ||
Common stock and additional paid in capital, no par value; unlimited shares authorized; 90,852,607 and 87,777,553 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 846,160 | 831,146 |
Retained earnings | 124,688 | 113,216 |
Accumulated other comprehensive income | 97 | 64 |
Total shareholders’ equity | 970,945 | 944,426 |
Non-controlling interests | (8) | (8) |
Total equity | 970,937 | 944,418 |
Total liabilities and equity | $ 1,653,482 | $ 1,687,054 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares $ / shares in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | ||
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, authorized unlimited | Unlimited | Unlimited |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, authorized unlimited | Unlimited | Unlimited |
Common stock, shares issued | 90,852,607 | 87,777,553 |
Common stock, shares outstanding | 90,852,607 | 87,777,553 |
Condensed Consolidated Interim
Condensed Consolidated Interim Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 212,426 | $ 199,299 |
Cost of services | (174,311) | (158,270) |
Gross profit | 38,115 | 41,029 |
Selling, general and administrative expenses | (18,146) | (18,627) |
Amortization | (4,008) | (3,887) |
Operating income | 15,961 | 18,515 |
Interest expense, net | (3,163) | (4,510) |
Gain/(loss) on Private Warrant Liability | 580 | |
Other income / (expense), net | 283 | (111) |
Income before income tax | 13,081 | 14,474 |
Income tax expense | (1,609) | (2,527) |
Net income | 11,472 | 11,947 |
Net income / (loss) attributable to non-controlling interests | ||
Net income attributable to shareholders | $ 11,472 | $ 11,947 |
Weighted average shares outstanding: | ||
Basic | 90,448,158 | 87,231,232 |
Diluted | 91,933,258 | 87,231,232 |
Net earnings per share (Note 16): | ||
Basic | $ 0.13 | $ 0.14 |
Diluted | $ 0.12 | $ 0.13 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net income | $ 11,472 | $ 11,947 |
Other comprehensive income, net of tax | ||
Foreign currency translation adjustments | 33 | 29 |
Total Comprehensive Income, net of tax | 11,505 | 11,976 |
Comprehensive income attributable to non-controlling interest | ||
Comprehensive income attributable to shareholders | $ 11,505 | $ 11,976 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock And Additional Paid In Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total Company Stockholders Equity [Member] | Noncontrolling Interest [Member] | Total |
Balance at March 31, 2020 (Revised, Note 3) at Dec. 31, 2019 | $ 822,942 | $ 29 | $ 62,571 | $ 885,542 | $ 885,542 | |
Balance end, shares at Dec. 31, 2019 | 87,187,289 | |||||
Share-based compensation expense | $ 1,635 | 1,635 | 1,635 | |||
Vesting of restricted share units | ||||||
Vesting of restricted share units, shares | 307,599 | |||||
Other | 29 | 29 | 29 | |||
Net income | 11,947 | 11,947 | 11,947 | |||
Balance at March 31, 2020 (Revised, Note 3) at Mar. 31, 2020 | $ 824,577 | 58 | 74,518 | 899,153 | 899,153 | |
Balance end, shares at Mar. 31, 2020 | 87,494,888 | |||||
Balance at December 31, 2019 (Revised, Note 3) at Dec. 31, 2019 | $ 822,942 | 29 | 62,571 | 885,542 | 885,542 | |
Balance at beginning, shares at Dec. 31, 2019 | 87,187,289 | |||||
Balance at March 31, 2020 (Revised, Note 3) at Dec. 31, 2020 | $ 831,146 | 64 | 113,216 | 944,426 | (8) | 944,418 |
Balance end, shares at Dec. 31, 2020 | 87,777,553 | |||||
Share-based compensation expense | $ 1,561 | 1,561 | 1,561 | |||
Shares issued to SAPESCO Selling Shareholders (Note 4) | $ 13,453 | 13,453 | 13,453 | |||
Shares issued to SAPESCO Selling Shareholders (Note 4). shares | 2,382,039 | |||||
Vesting of restricted share units | ||||||
Vesting of restricted share units, shares | 693,015 | |||||
Other | 33 | 33 | 33 | |||
Net income | 11,472 | 11,472 | 11,472 | |||
Balance at March 31, 2020 (Revised, Note 3) at Mar. 31, 2021 | $ 846,160 | $ 97 | $ 124,688 | $ 970,945 | $ (8) | $ 970,937 |
Balance end, shares at Mar. 31, 2021 | 90,852,607 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 11,472 | $ 11,947 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 30,211 | 29,224 | |
Share-based compensation expense | 1,561 | 1,635 | |
Loss (Gain) on disposal of assets | (400) | 103 | |
Non-cash interest (income) expense | (62) | 92 | |
Deferred tax expense (benefit) | (894) | (1,257) | |
Allowance for (reversal of) doubtful receivables | 79 | (50) | |
Provision for obsolete service inventories | 300 | ||
Loss (Gain) on Private Warrant liability | (580) | ||
Other operating activities, net | 336 | 111 | |
Changes in operating assets and liabilities: | |||
(Increase) decrease in accounts receivable | (10,753) | (7,771) | |
(Increase) decrease in Unbilled revenue | 39,592 | (28,771) | |
(Increase) decrease in Retention withholdings | 5,847 | 2,495 | |
(Increase) decrease in inventories | (1,632) | (5,574) | |
(Increase) decrease in prepaid expenses | (2,120) | 390 | |
(Increase) decrease in other current assets | (996) | 2,188 | |
(Increase) decrease in other long-term assets and liabilities | (1,170) | (4,527) | |
Increase (decrease) in accounts payable and accrued expenses | (29,428) | 11,433 | |
Increase (decrease) in other current liabilities | 4,839 | (1,439) | |
Net cash provided by operating activities | 46,482 | 9,949 | |
Cash flows from investing activities: | |||
Capital expenditures | (11,242) | (23,542) | |
Proceeds from disposal of assets | 652 | ||
Acquisition of business, net of cash acquired | (538) | ||
Other investing activities | (2,000) | (417) | |
Net cash used in investing activities | (13,128) | (23,959) | |
Cash flows from financing activities: | |||
Proceeds from long-term debt | |||
Repayments of long-term debt | (7,500) | ||
Proceeds from short-term borrowings | 19,154 | ||
Repayments of short-term borrowings | (19,398) | (2,980) | |
Payments on capital leases | (6,345) | (5,642) | |
Payments on seller-provided financing for capital expenditures | (5,043) | (1,581) | |
Other financing activities, net | |||
Net cash provided by (used in) financing activities | (19,132) | (10,203) | |
Effect of exchange rate changes on cash | 34 | 29 | |
Net increase (decrease) in cash | 14,256 | (24,184) | |
Cash and cash equivalents, beginning of period | 75,012 | 73,201 | $ 73,201 |
Cash and cash equivalents, end of period | 89,268 | 49,017 | $ 75,012 |
Supplemental disclosure of cash flow information (also refer Note 3): | |||
Interest paid | 2,459 | 3,970 | |
Income taxes paid | $ 1,136 | $ 5,800 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS National Energy Services Reunited Corp. (“NESR,” the “Company,” “we,” “our,” “us” or similar terms), a British Virgin Islands corporation headquartered in Houston, Texas, is one of the largest oilfield services providers in the Middle East North Africa (“MENA”) region. Formed in January 2017, NESR started as a special purpose acquisition company (“SPAC”) designed to invest in the oilfield services space globally. NESR filed a registration statement for its initial public offering in May 2017. In November 2017, NESR announced the acquisition of two oilfield services companies in the MENA region: NPS Holdings Limited (“NPS”) and Gulf Energy S.A.O.C. (“GES” and, together with NPS, the “Subsidiaries”). The formation of NESR as an operating entity was completed on June 7, 2018, after the transactions were approved by the NESR shareholders. On June 1, 2020, NESR further expanded its footprint within the MENA region when its NPS subsidiary acquired Sahara Petroleum Services Company S.A.E. (“SAPESCO,” the “SAPESCO Business Combination”). NESR’s revenues are primarily derived by providing production services (“Production Services”) such as hydraulic fracturing, cementing, coiled tubing, filtration, completions, stimulation, pumping and nitrogen services. NESR also provides drilling and evaluation services (“Drilling and Evaluation Services”) such as drilling downhole tools, directional drilling, fishing tools, testing services, wireline, slickline, fluids and rig services. NESR has significant operations throughout the MENA region including Saudi Arabia, Oman, Qatar, Iraq, Algeria, United Arab Emirates, Egypt, Libya and Kuwait. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting purposes. Accordingly, certain information and note disclosures normally included in full-year financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2020, has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by U.S. GAAP. These condensed consolidated interim financial statements should be read in conjunction with the Company’s Annual Report on Form 20-F for the year ended December 31, 2020. In the opinion of management, all adjustments considered necessary for the fair statement of these condensed consolidated interim financial statements have been made. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the U.S. Securities Act of 1933 as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Company’s condensed consolidated interim financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates include estimates made towards the purchase price allocation for the acquisition of SAPESCO, allowance for doubtful accounts, evaluation for impairment of property, plant and equipment, evaluation for impairment of goodwill and intangible assets, estimated useful life of property, plant, and equipment and intangible assets, provision for inventories obsolescence, recoverability of unbilled revenue, unrecognized tax benefits, recoverability of deferred tax assets, contingencies, and actuarial assumptions in employee benefit plans. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated interim financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the estimates. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Supplemental cash flow information Non-cash transactions were as follows as of March 31, 2021: ● Purchases of property, plant, and equipment in Accounts payable and Accrued expenses at March 31, 2021 of $ 8.7 million and $ 0.2 million, respectively, are not included under “Capital expenditures” within the Condensed Consolidated Statement of Cash Flows. ● Capital lease obligations of $ 16.9 4.7 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 15.1 million in Accounts payable are not included under “Payments on seller-provided financing for capital expenditures” within the Condensed Consolidated Statement of Cash Flows. ● Obligations of $ 2.4 270,917 ● During the quarter ended March 31, 2021, the Company issued NESR ordinary share consideration of 2,237,000 145,039 Non-cash transactions were as follows as of March 31, 2020: ● Purchases of property, plant, and equipment in Accounts payable, Accrued expenses and Short-term borrowings at March 31, 2020 of $ 20.0 0.9 33.9 ● Capital lease obligations of $ 23.6 7.4 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 4.1 1.4 Recently issued accounting standards not yet adopted The SEC permits qualifying Emerging Growth Companies (“EGC”) to defer the adoption of accounting standards updates until the time when a private company would adopt such standards. The Company continues to qualify as an EGC as of March 31, 2021. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases,” a new standard on accounting for leases. This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In June 2020, the FASB Issued ASU No. 2020-05, “Accounting Standards Update 2020-05—Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities.” ASU No. 2020-05 deferred the Company’s adoption of ASU 2016-02, as amended, to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the provisions of ASU 2016-02 and related interpretive amendments (ASU 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842,” ASU 2018-10, “Codification Improvements to Topic 842, Leases,” ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” ASU 2018-20, “Leases (Topic 842): Narrow-Scope Improvements for Lessors,” and ASU 2019-01, “Leases (Topic 842): Codification Improvements,” inclusive) and assessing the impact, if any, on its condensed consolidated interim financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting All other new accounting pronouncements that have been issued but not yet effective are currently being evaluated and, at this time, are not expected to have a material impact on our financial position or results of operations. Correction of Warrant Accounting for the quarter ended March 31, 2020 On April 12, 2021, the Staff of the SEC released Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). In response to the Statement, the Company determined that it had incorrectly accounted for its Private Warrants (Note 15) as equity, instead of liabilities. In accordance with ASC 480, Distinguishing Liabilities from Equity SCHEDULE OF RESTATEMENT Quarter ended March 31, 2020 As Previously Reported As Revised Condensed Consolidated Interim Statements of Operations Gain/(loss) on warrant liability $ - $ 580 Income before income tax 13,894 14,474 Net income 11,367 11,947 Basic earnings per share 0.13 0.14 Diluted earnings per share 0.13 0.13 Condensed Consolidated Interim Statements of Comprehensive Income Total Comprehensive Income, net of tax 11,396 11,976 Condensed Consolidated Interim Statements Of Shareholders’ Equity Retained Earnings 79,028 74,518 Total Company Shareholders’ Equity 899,503 899,153 Total Shareholders’ Equity 899,503 899,153 Condensed Consolidated Interim Statements of Cash Flows Net income 11,367 11,947 Loss (Gain) on warrant liability - 580 Correction of Warrant Accounting as of and for the Years Ended December 31, 2020 and 2019 and for the period From June 7, 2018 to December 31, 2018 As described above, in the first quarter of 2021, the Company determined that it had incorrectly accounted for its Private Warrants (Note 15) as equity, instead of liabilities. In accordance with ASC 480, Distinguishing Liabilities from Equity As of and for As of and for For the period from As Previously Reported As Revised As Previously Reported As Revised As Previously Reported As Revised Consolidated Balance Sheets Warranty liabilities $ - $ $ - $ 930 Total liabilities 742,636 742,636 635,892 636,822 Total equity 944,418 944,418 886,472 885,542 Consolidated Statements of Operations Gain/(loss) on warrant liability - 557 - 5,054 $ - $ (1,816 ) Income before income tax 60,792 61,349 52,435 57,489 44,411 42,595 Net income 50,087 50,644 39,364 44,418 34,980 33,164 Basic earnings per share 0.56 0.57 0.45 0.51 0.41 0.39 Diluted earnings per share 0.56 0.56 0.45 0.45 0.40 0.38 Consolidated Statements of Comprehensive Income Total Comprehensive Income, net of tax 50,122 50,679 39,345 44,399 35,143 33,327 Consolidated Statements of Shareholders’ Equity Retained Earnings 117,748 113,216 67,661 62,571 28,297 18,153 Total Company Shareholders’ Equity 944,426 944,426 886,472 885,542 830,924 818,281 Total Shareholders’ Equity 944,418 944,418 886,472 885,542 830,991 818,348 Consolidated Statements of Cash Flows Net income 50,087 50,644 39,364 44,418 34,980 33,164 Loss (Gain) on warrant liability - 557 - 5,054 - (1,816 ) |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS SAPESCO Business Combination In June of 2020, NESR executed the First Deed of Amendment (“First Deed of Amendment”) to the Agreement dated February 13, 2020 related to the sale and purchase of 99.7 Description of the SAPESCO Transaction Under the terms of the Sale & Purchase Agreement, NESR acquired 99.7 11.0 6.0 17.0 2,237,000 Formal closing and legal transfer of the $ 11.0 6.0 2,237,000 The Sale & Purchase Agreement also contained earn-out mechanisms that enabled the sellers to receive additional consideration after the closing of the Business Combination as follows: ● Cash Earn-Out (“Cash Earn-Out”) of up to $ 6.9 ● Additional Earn-Out Shares (“Additional Earn-Out Shares”) based on the collection of certain receivables and only to the extent that NESR’s average share price during the fourth quarter of 2020 was less than $ 9 ● Customer Receivables Earn-Out Shares (“Customer Receivables Earn-Out Shares”) based on the collection of certain long-dated and/or doubtful receivables for two years subsequent to the Closing Date, to be settled at the NESR Additional Share Price (“NESR Additional Share Price”) which is derived from taking the average of the price of the Company’s shares (“NESR Shares”) during each calendar quarter within the 12 months after the Closing Date and applying the average price in each quarter to the long-dated and doubtful receivables collected during the relevant quarter, provided that if such price is: (a) less than $ 10 10 11.70 11.70 Collectively, the Cash Earn-Out and Additional Earn-Out Shares were fair valued at $ 11.7 2.1 0.5 145,039 1.6 The Customer Receivables Earn-Out Shares contingency and corresponding long-dated and doubtful receivables, were fair valued at $ 0.0 2.4 270,917 Financing of Business Combination Consideration for the Business Combination was funded through the following sources and transactions: ● cash and cash equivalents of $ 11.0 ● deferred cash consideration of $ 6.0 ● the issuance of 2,237,000 The following summarizes the consideration to purchase 99.7 SCHEDULE OF CONSIDERATION TO PURCHASE ISSUED AND OUTSTANDING EQUITY INTEREST SAPESCO Value (In US$ thousands) Shares Cash consideration $ 16,958 Total consideration – cash 16,958 NESR ordinary share consideration 12,013 2,237,000 Total consideration – equity (1) 12,013 2,237,000 Cash Earn-Out 5,301 Additional Earn-Out Shares 6,377 (2) Total estimated earn-out mechanisms 11,678 (2) Total consideration $ 40,649 2,237,000 (1) The fair value of NESR ordinary shares was determined based upon the $ 5.37 (2) The quantity of Additional Earn-Out Shares was negotiated in the quarter ended December 31, 2020 and finalized in the quarter ended March 31, 2021 when settled with the sellers for 145,039 shares. Accounting treatment The Business Combination was accounted for under ASC 805, Business Combinations (“ASC 805”). Pursuant to ASC 805, NESR has been determined to be the accounting acquirer. SAPESCO constitutes a business, with inputs, processes, and outputs. Accordingly, the acquisition of SAPESCO constitutes the acquisition of a business for purposes of ASC 805, and due to the change in control of SAPESCO was accounted for using the acquisition method. NESR recorded the fair value of assets acquired and liabilities assumed from SAPESCO. The following table summarizes the final allocation of the purchase price allocation (in US$ thousands): SCHEDULE OF PURCHASE PRICE ALLOCATION Allocation of consideration Cash and cash equivalents $ 3,740 Accounts receivable 14,847 Unbilled revenue 6,126 Service inventories 5,641 Prepaid assets 679 Retention withholdings 279 Other current assets 552 Property, plant and equipment 14,385 Intangible assets 3,340 Other assets 200 Total identifiable assets acquired 49,789 Accounts payable 11,984 Accrued expenses 6,613 Current installments of long-term debt 5,400 Short-term borrowings 5,692 Income taxes payable 313 Other taxes payable 3,802 Other current liabilities 2,237 Long-term debt 15,572 Employee benefit liabilities 1,455 Other liabilities 2,237 Non-controlling interests (8 ) Net identifiable liabilities acquired 55,297 Total fair value of net assets acquired (5,508 ) Goodwill 46,157 Total consideration $ 40,649 All employee benefit liabilities relate to end of service benefits (Note 12). The Company finalized its valuation of identifiable assets and liabilities during the quarter ended December 31, 2020. Intangible assets Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805. The final allocation to intangible assets is as follows (in US$ thousands): SCHEDULE OF PRELIMINARY ALLOCATION TO INTANGIBLE ASSETS Fair Value Total Useful Life (In US$ thousands) Customer relationships $ 2,900 8 Trademarks and trade names 440 2 Total intangible assets $ 3,340 Goodwill As of March 31, 2021, $ 46.2 In accordance with FASB ASC Topic 350, Goodwill and Other Intangible Assets Unaudited pro-forma information The following table summarizes the supplemental consolidated results of the Company on an unaudited pro-forma basis, as if the Business Combination had been consummated on January 1, 2019 for the quarterly period ended March 31, 2020 (in US$ thousands): SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS Period from January 1 to March 31, 2020 Revenues $ 212,426 Net income/(loss) 12,296 These pro-forma results were based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a consolidated company during the periods presented and are not necessarily indicative of results of operations in future periods. SAPESCO’s results for the periods presented include significant charges for restructuring and related activities that may not have been incurred had the Company been a consolidated company during the periods presented. The pro-forma results include adjustments primarily related to purchase accounting adjustments. Acquisition costs and other non-recurring charges incurred in connection with the Business Combination are included in the earliest period presented. SAPESCO revenue of $ 14.8 4.9 |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of revenue There is significant homogeneity amongst the Company’s revenue-generating activities. In all service lines, the Company provides a “suite of services” to fulfill a customer purchase/service order, encompassing personnel, use of Company equipment, and supplies required to perform the services. 98% of the Company’s revenue is from the MENA region with the majority sourced from governmental customers, predominantly in Oman and Saudi Arabia. Information regularly reviewed by the chief operating decision maker (“CODM”) for evaluating the financial performance of operating segments is focused on the timing of when the services are performed during a well’s lifecycle. Production Services are services performed during the production stage of a well’s lifecycle. Drilling and Evaluation Services are services performed during the pre-production stages of a well’s lifecycle. Based on these considerations, the following table provides disaggregated revenue data by the phase in a well’s lifecycle during which revenue has been recorded (in US$ thousands): SCHEDULE OF DISAGGREGATION OF REVENUE BY SERVICE TYPE Quarter ended March 31, 2021 March 31, 2020 Revenue by Phase in Well’s Lifecycle: Production Services $ 136,767 $ 133,190 Drilling and Evaluation Services 75,659 66,109 Total revenue by phase in well’s life cycle $ 212,426 $ 199,299 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE The following table summarizes the accounts receivable of the Company as of the period end dates set forth below (in US$ thousands): SCHEDULE OF ACCOUNTS RECEIVABLE March 31, December 31, 2021 2020 Trade receivables $ 129,050 $ 118,557 Less: allowance for doubtful accounts (1,541 ) (1,722 ) Total $ 127,509 $ 116,835 Trade receivables relate to the sale of services, for which credit is extended based on the Company’s evaluation of the customer’s creditworthiness. The gross contractual amounts of trade receivables at March 31, 2021 and December 31, 2020 were $ 129 118.6 SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS March 31, 2021 March 31, 2020 Quarter ended March 31, 2021 March 31, 2020 Allowance for doubtful accounts at beginning of period $ (1,722 ) $ (1,844 ) (Increase) decrease to allowance for the period (79 ) 50 (Recovery) write-off of doubtful accounts 260 - Non-cash reclass of allowance for doubtful accounts from unbilled revenue to accounts receivable - (648 ) Allowance for doubtful accounts at end of period $ (1,541 ) $ (2,442 ) |
SERVICE INVENTORIES
SERVICE INVENTORIES | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
SERVICE INVENTORIES | SERVICE INVENTORIES The following table summarizes the service inventories for the period end dates as set forth below (in US$ thousands): SCHEDULE OF SERVICE INVENTORIES March 31, December 31, 2021 2020 Spare parts $ 57,291 $ 54,709 Chemicals 21,295 24,422 Consumables 17,203 15,132 Total $ 95,789 $ 94,263 |
PROPERTY, PLANT, & EQUIPMENT
PROPERTY, PLANT, & EQUIPMENT | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, & EQUIPMENT | PROPERTY, PLANT, & EQUIPMENT Property, plant and equipment, net of accumulated depreciation, of the Company consists of the following as of the period end dates set forth below (in US$ thousands): SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Estimated Useful Lives (in years) March 31, December 31, Buildings and leasehold improvements 5 25 $ 32,044 $ 31,827 Drilling rigs, plant and equipment 3 15 535,564 534,964 Furniture and fixtures 5 2,270 2,282 Office equipment and tools 3 10 41,159 39,174 Vehicles and cranes 5 8 6,938 7,429 Less: Accumulated depreciation (210,249 ) (193,261 ) Land 5,104 5,104 Capital work in progress 10,819 10,224 Total $ 423,649 $ 437,743 The Company recorded depreciation expense of $ 26.2 25.3 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying amount of goodwill of the Company between December 31, 2020, and March 31, 2021 are as follows (in US$ thousands): SCHEDULE OF CHANGES IN CARRYING AMOUNT OF GOODWILL Production Services Drilling and Evaluation Services Goodwill Balance as of December 31, 2020 $ 443,457 177,464 620,921 Adjustments - - - Balance as of March 31, 2021 $ 443,457 177,464 620,921 Intangible assets subject to amortization, net The following is the weighted average amortization period for intangible assets of the Company subject to amortization (in years): SCHEDULE OF WEIGHTED AVERAGE AMORTIZATION PERIOD FOR INTANGIBLE ASSETS Amortization Customer contracts & relationships 10 Trademarks and trade names 7.9 Total intangible assets 9.6 The details of our intangible assets subject to amortization are set forth below (in US$ thousands): SCHEDULE OF INTANGIBLE ASSETS SUBJECT TO AMORTIZATION March 31, 2021 March 31, 2020 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Customer contracts & relationships $ 124,400 $ (34,849 ) $ 89,551 $ 121,500 $ (22,277 ) $ 99,223 Trademarks and trade names 25,940 (9,095 ) 16,845 25,500 (5,844 ) 19,656 Total intangible assets $ 150,340 $ (43,944 ) $ 106,396 $ 147,000 $ (28,121 ) $ 118,879 The aggregate amortization expense remaining for each of the five years subsequent to December 31, 2020 is $ 11.9 15.8 15.7 15.7 15.7 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt The Company’s long-term debt obligations consist of the following (in US$ thousands): SCHEDULE OF LONG TERM DEBT OBLIGATIONS March 31, 2021 December 31, 2020 Secured Term Loan $ 277,500 $ 285,000 Secured Revolving Credit Facility 65,000 65,000 CIB Long-Term Debt 10,000 10,000 Less: unamortized debt issuance costs (3,693 ) (3,886 ) Total loans and borrowings 348,807 356,114 Less: current installments of long-term debt (50,327 ) (47,500 ) Long-term debt, net of unamortized debt issuance costs and excluding current installments $ 298,480 $ 308,614 Secured Facilities Agreement On May 5, 2019, the Company entered into a $ 450.0 35.0 40.0 485.0 525.0 501.3 489.4 The $ 489.9 277.5 May 6, 2025 65.0 May 6, 2023 146.9 2.4% 2.7% 2.6% 2.6% 277.5 285.0 65 65 The RCF was obtained for general corporate and working capital purposes including capital expenditure related requirements and acquisitions (including transaction related expenses). The RCF requires the payment of a commitment fee each quarter. The commitment fee is computed at the rate of 0.60% May 6, 2023 2.4% 2.7% The Company is permitted to make any prepayment under this RCF in multiples of $5.0 million during this 4-year period up to May 6, 2023. Any unutilized balances from the RCF can be drawn down again during the 4-year tenure at the same terms. 0.0 0.0 The Secured Facilities Agreement also includes a working capital facility of $ 146.9 151.3 letters of guarantee and letters of credit and refinancing letters of credit into short-term debt over a period of one year, which carries an interest rate equal to three-month U.S. Dollar LIBOR for the applicable interest period, plus a margin of 1.00% to 1.25% per annum. 128.0 129.4 18.9 21.9 The Company has also retained legacy bilateral working capital facilities from HSBC totaling $ 24.7 24.7 10.3 10.3 14.3 14.3 0.1 0.1 17.9 18.5 6.8 6.2 Utilization of the working capital facilities under both the legacy arrangement and Secured Facilities Agreement comprises letters of credit issued to vendors, guarantees issued to customers, vendors, and others, and short-term borrowings used to settle letters of credit. Once a letter of credit is presented for payment by the vendor, the Company at its election can settle the letter of credit from available cash or leverage short-term borrowings available under both the legacy arrangement and Secured Facilities Agreement that will be repaid quarterly over a one-year period. Until a letter of credit is presented for payment by the vendor, it is disclosed as an off-balance sheet obligation. For additional discussion of outstanding letters of credit and guarantees, see Note 14, Commitments and Contingencies. The Secured Facilities Agreement includes covenants that specify maximum leverage (Net Debt / EBITDA) up to 3.50, minimum debt service coverage ratio (Cash Flow / Debt Service) of at least 1.25, and interest coverage (EBITDA / Interest) of at least 4.00. CIB Long-Term Debt As part of the SAPESCO transaction, the Company assumed a $ 21.0 Under the terms of its arrangement with CIB, the Company repaid $ 11.0 10.0 2% 2.5% 2.3% Short-term debt The Company’s short-term debt obligations consist of the following (in US$ thousands): SCHEDULE OF SHORT TERM DEBT OBLIGATIONS March 31, 2021 December 31, 2020 CIB Short-Term Debt $ 2,061 $ 2,125 ABK Short-Term Debt 1,379 2,252 Other short-term borrowings from working capital facilities 38,670 37,983 Short-term debt, excluding current installments of long-term debt $ 42,110 $ 42,360 Short-term borrowings primarily consist of financing for capital equipment and inventory purchases. CIB Short-Term Debt The Commercial International Bank Short-Term Debt facilities (collectively, “CIB Short-Term Debt”) include a $ 1.5 2 10 14.5 The U.S. Dollar time loan facility accrues interest at 2.25% per annum over 3 months LIBOR plus 50 basis points per annum of the Highest Monthly Debit Balance (“HMDB”) commission. The Egyptian Pound time loan and overdraft facilities accrue interest at 0.75% per annum over the Central Bank of Egypt’s Corridor Offer Rate plus 50 basis points per annum, HMDB commission. As of March 31, 2021, and December 31, 2020, the CIB Short-Term Debt resulted in an interest rate of 2.5% 2.3% 10% 10.0% 1.4 2.0 7.7 8.1 0.1 0.0 2.3 5.7 1.3 2.0 9.8 8.3 0.2 0.0 0.2 6.3 ABK Short-Term Debt The Al Ahli Bank of Kuwait working capital and overdraft facilities (collectively, “ABK Short-Term Debt”) mature nine months from the date of borrowing with the latest maturity date for amounts outstanding as of March 31, 2021 being June 2, 2021. The ABK Short-Term Debt facilities include a $ 3.0 0.2 The ABK Short-Term Debt accrues interest at 1.65% per annum 11% 11% 1.4 0.2 1.6 0.0 2.3 0.2 0.8 0.0 Other debt information Scheduled principal payments of long-term debt for periods subsequent to March 31, 2021 are as follows (in US$ thousands): SCHEDULED PRINCIPAL PAYMENTS OF LONG TERM DEBT 2021 $ 40,000 2022 45,000 2023 110,000 2024 45,000 2025 112,500 Thereafter - Total $ 352,500 As part of the SAPESCO transaction, the Company also assumed other working capital facilities totaling $ 0.7 0.7 0.0 |
FAIR VALUE ACCOUNTING
FAIR VALUE ACCOUNTING | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE ACCOUNTING | FAIR VALUE ACCOUNTING The Company measures and records liabilities for its Private Warrants (note 15) at fair value in the accompanying financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, includes: ● Level 1 – Observable inputs for identical assets or liabilities such as quoted prices in active markets; ● Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and ● Level 3 – Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use. The following tables present the Company’s fair value hierarchy for its financial liabilities measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE OF HIERARCHY AT FAIR VALUE ON RECURRING BASIS As of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Liability for Private Warrants (Note 15) $ - $ - $ - $ - As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Liability for Private Warrants (Note 15) $ - $ - $ - $ - The Company’s Private Warrants are included as Level 3 measurements in the tables above. The fair value of the Company’s Private Warrant liability was calculated using the Black-Scholes model and the following assumptions: SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY USING BLACK SCHOLES VALUATION MODEL As of As of March 31, December 31, 2021 2020 Fair value of Company’s common stock $ - $ - Dividend yield - % - % Expected volatility - % - % Risk Free interest rate - % - % Expected life (years) - - Fair value of financial instruments – Private Warrants $ - $ - The change in fair value of the Company’s Private Warrants is as follows: SCHEDULE OF FAIR VALUE OF WARRANT LIABILITY Quarter ended March 31, March 31, 2021 2020 Beginning Balance $ - $ (930 ) Change in Private Warrant liability - 580 Ending Balance $ - $ ( 350 ) The Company’s other financial instruments consist of cash and cash equivalents, accounts receivable, unbilled revenue, accounts payable, loans and borrowings and capital lease obligations. The fair value of the Company’s other financial instruments approximates the carrying amounts represented in the accompanying Condensed Consolidated Balance Sheets, primarily due to their short-term nature. The fair value of the Company’s long-term borrowings also approximates the carrying amounts as these loans are carrying interest at the market rate. |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS | EMPLOYEE BENEFITS Defined benefit plan The Company provides a defined benefit plan of severance pay to eligible employees. The severance pay plan provides for a lump sum payment to employees on separation (retirement, resignation, death while in employment or on termination of employment) of an amount based upon the employees last drawn salary and length of service, subject to the completion of a minimum service period (1-2 years) and taking into account the provisions of local applicable law or as per employee contract. The Company records annual amounts relating to these long-term employee benefits based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in the Condensed Consolidated Statement of Operations. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. The net periodic costs are recognized as employees render the services necessary to earn these benefits. The Components of net periodic benefit cost were as follows (in US$ thousands): SCHEDULE OF COMPONENTS OF NET PERIODIC BENEFIT COST March 31, 2021 March 31, 2020 Quarter ended March 31, 2021 March 31, 2020 Service cost $ 967 $ 1,139 Interest cost 242 285 Other - - Net cost $ 1,209 $ 1,424 The Company made employer contributions (direct payment of benefits) to its defined benefit plan of $ 0.5 0.3 Defined contribution plan The Company also provides a defined contribution retirement plan and occupational hazard insurance for Omani employees. Contributions to a defined contribution retirement plan and occupational hazard insurance for Omani employees in accordance with the Omani Social Insurances Law are recognized as an expense in the Condensed Consolidated Statement of Operations as incurred. Total contributions were of $ 0.9 0.8 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION In 2018, the NESR shareholders approved the 2018 Long Term Incentive Plan (the “LTIP”). A total of 5,000,000 1 3 The purpose of the LTIP is to enhance NESR’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to NESR by providing these individuals with equity ownership opportunities. The Company intends to use time-based restricted stock unit awards to reward long-term performance of the executive officers. The Company believes that providing a meaningful portion of the total compensation package in the form of share-based awards will align the incentives of its executive officers with the interests of its shareholders and serve to motivate and retain the individual executive officers. The following tables set forth the LTIP activity for the periods indicated (in US$ thousands, except share and per share amounts): SCHEDULE OF UNVESTED RESTRICTED STOCK Quarter ended March 31, 2021 March 31, 2020 Number of Restricted Shares Weighted Average Value per Share Number of Restricted Shares Weighted Average Value per Share Unvested at Beginning of Period 2,038,662 $ 7.38 1,502,690 $ 10.25 Granted 1,085,085 $ 11.93 1,080,905 $ 4.96 Vested and issued (693,015 ) $ 7.39 (307,599 ) $ 10.36 Forfeited (38,172 ) $ 9.43 (31,001 ) $ 10.45 Unvested at End of Period 2,392,560 $ 9.39 2,244,995 $ 7.72 At March 31, 2021 and 2020, the Company had unrecognized compensation expense of $ 20.3 15.0 2.35 2.10 SCHEDULE OF STOCK-BASED COMPENSATION Quarter ended March 31, 2021 March 31, 2020 Cost of Services $ 720 $ 726 Selling, general and administrative expenses 841 909 Net cost $ 1,561 $ 1,635 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Capital expenditure commitments The Company was committed to incur capital expenditures of $ 26.1 16.1 Capital lease commitments The Company leases certain hydraulic fracturing equipment under capital leases that expire between 2021 and 2023 24 36 4.3 6.5 18.8 25.5 16.2 22.3 2.6 3.2 0.2 0.4 The Company also leases certain equipment in Egypt under capital leases that expire between 2021 and 2024. These capital leases were acquired in the SAPESCO Business Combination (Note 4). As of March 31, 2021, and December 31, 2020, the total recorded liability for these capital leases was $ 2.8 3.0 0.7 0.7 2.1 2.3 0.1 0.0 Future minimum lease payments and future interest payments under non-cancellable equipment capital leases at March 31, 2021 and December 31, 2020, respectively, are payable as follows (in US$ thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE CAPITAL LEASES As of March 31, 2021 As of December 31, 2020 Future Minimum Lease Payments Future Interest Payments Total Payments Future Minimum Lease Payments Future Interest Payments Total Payments 2021 $ 16,148 $ 953 $ 17,101 $ 22,500 $ 1,524 $ 24,024 2022 3,238 454 3,692 3,236 453 3,689 2023 1,812 175 1,987 1,810 174 1,984 2024 439 21 460 438 21 459 2025 - - - - - - Thereafter - - - - - - Total $ 21,637 $ 1,603 $ 23,240 $ 27,984 $ 2,172 $ 3 0,156 Operating lease commitments Future minimum lease commitments under non-cancellable operating leases with initial or remaining terms of one year or more at March 31, 2021 and December 31, 2020, respectively, are payable as follows (in US$ thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE OPERATING LEASES March 31, 2021 December 31, 2020 2021 $ 14,088 $ 21,665 2022 2,170 2,814 2023 1,275 1,998 2024 1,280 2,003 2025 632 1,355 Thereafter 3,468 3,413 Total $ 22,912 $ 33,248 The Company recorded rental expense of $ 37.4 34.3 Other commitments The Company purchases certain property, plant, and equipment using seller-provided installment financing with payment terms extending to 24 months. The amounts due to the vendors at March 31, 2021, and December 31, 2020, were $ 18.8 15.2 15.1 3.7 0.0 11.4 0.6 3.2 The Company had outstanding letters of credit amounting to $ 17.9 16.9 In the normal course of business with customers, vendors and others, the Company has entered into off-balance sheet arrangements, such as surety bonds for performance, and other bank issued guarantees which totaled $ 101.2 101.5 3.5 3.4 As of March 31, 2021, and December 31, 2020, the Company had liabilities of $ 2.0 4.0 Legal proceedings The Company is involved in certain legal proceedings which arise in the ordinary course of business and the outcomes of which are currently subject to uncertainties and therefore the probability of a loss, if any, being sustained and an estimate of the amount of any loss are difficult to ascertain. Consequently, it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of these disputes. The Company is contesting these claims/disputes and the Company’s management currently believes that it is not required to recognize a provision because they are not probable or reasonably estimable and any impacts are not expected to have a material impact on the Company’s business, financial condition, results of operations, or liquidity. |
EQUITY AND WARRANTS
EQUITY AND WARRANTS | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
EQUITY AND WARRANTS | EQUITY AND WARRANTS Common Stock The Company is authorized to issue an unlimited number of ordinary shares, no par value, and preferred shares, no par value. The Company’s ordinary shares are entitled to one vote for each share. As of March 31, 2021 and December 31, 2020, there were 90,852,607 87,777,553 Preferred Shares The Company is authorized to issue an unlimited number of preferred shares divided into five classes with designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of March 31, 2021, and December 31, 2020, there were no Public and Private Warrants As of both March 31, 2021 and December 31, 2020, there were 35,540,380 5.75 June 6, 2023 five From their initial sale in May of 2017 until May of 2020, the Company also had Private Warrants outstanding. The Company’s Private Warrants were distinguished from the Company’s Public Warrants exclusively for their unique cashless exercise and limited redemption features. The Private Warrants retained these features for as long as they were held by our Sponsor, NESR Holdings, Ltd. Periodically between December of 2018 and May of 2020, NESR Holdings, Ltd. sold its Private Warrants, at which time the Company’s Private Warrants were converted into Public Warrants. As of both March 31, 2021 and December 31, 2020, there were no The Company has accounted for its Public and Private Warrants in accordance with ASC 480, Distinguishing Liabilities from Equity |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Under ASC 260, Earnings per Share â—Ź The treasury stock method, reverse treasury stock method, if-converted method or contingently issuable share method, as applicable, provided a participating security or second class of common stock is a potential common share â—Ź The two-class method, assuming a participating security or second class of common stock is not exercised or converted The following tables provide a reconciliation of the data used in the calculation of basic and diluted ordinary shares outstanding for the periods described (in US$ thousands except shares and per share amounts). Quarter ended March 31, 2021 SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING Date Transaction Detail Change in Shares Quarter ended March 31, 2021 Weighted Average Ordinary Shares Outstanding December 31, 2020 Beginning Balance 87,777,553 June 1, 2020 SAPESCO - NESR ordinary share consideration (issued January 14, 2021) (1) 2,237,000 2,237,000 December 31, 2020 SAPESCO - Additional Earn-Out Shares (issued January 14, 2021) (2) 145,039 145,039 February 23, 2021 Restricted Stock Vesting 87,905 35,162 March 16, 2021 Restricted Stock Vesting 316,781 52,797 March 18, 2021 Restricted Stock Vesting 288,329 41,648 December 31, 2020 SAPESCO - Contingently Issuable Shares (contingency resolved at December 31, 2020) (3) 157,702 157,702 March 31, 2021 SAPESCO - Contingently Issuable Shares (contingency resolved at March 31, 2021) (3) 113,216 1,257 March 31, 2021 Ending Balance 90,448,158 (1) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 2,237,000 (2) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 145,039 (3) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 270,917 Undistributed & distributed earnings to common shareholders Common shares EPS Basic EPS - common shares $ 11,472 90,448,158 $ 0.13 Restricted Stock Units - 1,115,526 Antidilution sequencing - subtotal 11,472 91,563,684 $ 0.13 Decrease/(increase) in the fair value of the warrants - 0 5.75 - 35,540,380 5.75 369,574 Antidilution sequencing - subtotal 11,472 91,933,258 $ 0.12 Diluted EPS - common shares $ 11,472 91,933,258 $ 0.12 Warrants that could be converted into as many as 17,400,616 ordinary shares were excluded from common shares at March 31, 2021 as they were assumed repurchased upon exercise of the warrants. In addition to these warrants, the Company also had 905,812 restricted stock units excluded from common shares at March 31, 2021 as they were also assumed repurchased through the impact of unrecognized share-based compensation cost Quarter ended March 31, 2020 Date Transaction Detail Change in Quarter ended March 31, 2020 December 31, 2019 Beginning Balance 87,187,289 March 18, 2020 Restricted stock vesting 307,599 43,943 March 31, 2020 Ending Balance 87,231,232 Undistributed & distributed earnings to common shareholders Common shares EPS Basic EPS - common shares $ 11,947 87,231,232 $ 0.14 Restricted Stock Units - 29,232 Antidilution sequencing - subtotal 11,947 87,260,464 $ 0.14 Decrease/(increase) in the fair value of the warrants (580 ) 1,000,000 5.75 - 34,540,380 5.75 - Antidilution sequencing - subtotal 11,367 87,260,464 $ 0.13 Diluted EPS - common shares $ 11,367 87,260,464 $ 0.13 Warrants that could be converted into as many as 17,770,190 1,622,945 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES NESR is a holding company incorporated in the British Virgin Islands, which imposes a zero percent statutory corporate income tax rate on income generated outside of the British Virgin Islands. The subsidiaries operate in multiple tax jurisdictions throughout the MENA and Asia Pacific regions where statutory tax rates generally vary from 10 35 0 The Company’s effective tax rate was 12 % and 17 % for the quarters ended March 31, 2021 and March 31, 2020, respectively, in the Condensed Consolidated Statement of Operations. The difference in rate between periods is primarily attributable to $ 1.0 million discrete tax reserve, related to a prior period, that was released during the quarter ended March 31, 2021. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Mubbadrah Investment LLC (“Mubbadrah”) GES leases office space in a building it owns in Muscat, Oman to Mubbadrah along with other Mubbadrah group entities (collectively, the “Mubbadrah group entities”). GES charges rental income to the Mubbadrah group entities for the occupation of the office space, based on usage. Rental income charged by GES to the Mubbadrah group entities amounted to $ 0.1 0.1 20 0.3 14.68 Heavy Equipment Manufacturing & Trading LLC (“HEMT”) HEMT is a majority owned by Mubbadrah and Hilal Al Busaidy. HEMT is engaged by various subsidiaries of GES for services such as fabrication, manufacturing and maintenance of tools and equipment. HEMT has charged GES $ 0.1 0.1 0.6 0.6 Prime Business Solutions LLC (“PBS”) PBS is 100 PBS has developed and implemented the GEARS (ERP) system for GES and is currently engaged to maintain it. Charges totaling $ 0.1 0.6 0.3 0.3 Nine Energy Service, Inc. (“Nine”) During the quarters ended March 31, 2021, and 2020, the Company purchased $ 0.3 1.1 2.6 3.7 Basin Holdings US LLC (“Basin”) During the quarters ended March 31, 2021, and 2020, the Company purchased $ 10 12 0.0 0.0 |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
REPORTABLE SEGMENTS | REPORTABLE SEGMENTS Operating segments are components of an enterprise where separate financial information is available and that are evaluated regularly by the Company’s CODM in deciding how to allocate resources and in assessing performance. The Company reports segment information based on the “management” approach and its CODM is its Chief Executive Officer. The Company’s services are similar to one another in that they consist of oilfield services and related offerings, whose customers are oil and gas companies. The results of operations of the service offerings are regularly reviewed by the CODM for the Company for the purposes of determining resource and asset allocation and assessing performance. The Company has determined that it has two Production Services that are offered depend on the well life cycle in which the services may fall. They include, but are not limited to, the following types of service offerings: hydraulic fracturing, coil tubing, stimulation and pumping, nitrogen services, completions, pipelines, cementing, laboratory services and filtration services. Drilling and Evaluation Services generates its revenue from the following service offerings: drilling and workover rigs, rig services, drilling services and rentals, fishing and remedials, directional drilling, turbines drilling, drilling fluids, wireline logging services, slickline services and well testing services. In January 2021, we launched a new Environmental, Social, and Corporate Governance IMPACT (“ESG IMPACT”) initiative to introduce innovative energy solutions and develop a portfolio of product lines and services aimed to mitigate climate change, enhance water management and conservation, and minimize environmental waste in the industry. The results of ESG IMPACT were not material to our Unaudited Condensed Consolidated Interim Statement of Operations for the quarter ended March 31, 2021. The Company’s operations and activities are located within certain geographies, primarily the MENA region and the Asia Pacific region, which includes Malaysia, Indonesia and India. Revenue from operations SCHEDULE OF SEGMENT REPORTING, INFORMATION ON REVENUES AND LONG-LIVED ASSETS Quarter ended March 31, 2021 March 31, 2020 Reportable Segment: Production Services $ 136,767 $ 133,190 Drilling and Evaluation Services 75,659 66,109 Total revenue $ 212,426 $ 199,299 Long-lived assets March 31, 2021 December 31, Reportable Segment: Production Services $ 286,820 $ 303,625 Drilling and Evaluation Services 121,968 124,062 Total Reportable Segments 408,788 427,687 Unallocated assets 14,861 10,056 Total long-lived assets $ 423,649 $ 437,743 Operating income Quarter ended March 31, 2021 March 31, 2020 Reportable Segment: Production Services $ 14,182 $ 21,328 Drilling and Evaluation Services 9,713 7,868 Total Reportable Segments 23,895 29,196 Unallocated expenses (7,934 ) (10,681 ) Total operating income $ 15,961 $ 18,515 Revenue by geographic area SCHEDULE OF REVENUE FROM EXTERNAL CUSTOMERS AND LONG-LIVED ASSETS, BY GEOGRAPHICAL AREAS Quarter ended Quarter ended Geographic Area: Domestic (British Virgin Islands) $ - $ - MENA 209,785 196,061 Rest of World 2,641 3,238 Total revenue $ 212,426 $ 199,299 Long-lived assets by geographic area March 31, 2021 December 31, 2020 Geographic area: Domestic (British Virgin Islands) $ - $ - MENA 415,596 429,283 Rest of World 8,053 8,460 Total long-lived assets $ 423,649 $ 437,743 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated interim financial statements are issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated interim financial statements. On May 5, 2021, the Company closed an acquisition for specific oilfield service lines (the “Businesses”) of Action Energy Company W.L.L. (“Action”). Under the terms of the agreement, NESR acquired the Businesses with cash consideration of $ 36.8 19.7 56.5 6.4 This Periodic Report on Form 6-K (this “Periodic Report”) contains forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Any and all statements contained in this Periodic Report that are not statements of historical fact, including statements regarding the impact of the COVID-19 pandemic or the Company’s response to COVID-19, may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of these terms) may identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Periodic Report may include, without limitation, statements regarding the plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures, dividends, capital structure or other financial items, the Company’s future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), expansion plans and opportunities, completion and integration of acquisitions including the acquisitions of SAPESCO and Action, and the assumptions underlying or relating to any such statement. The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation: changing commodity prices, market volatility and other market trends that affect our customers’ demand for our services; disruptions to economic and market conditions caused by the coronavirus (COVID-19) and other public health crises and threats; the level of capital spending by our customers; political, market, financial and regulatory risks, including those related to the geographic concentration of our customers; our operations, including maintenance, upgrades and refurbishment of our assets, may require significant capital expenditures, which may or may not be available to us; operating hazards inherent in our industry and the ability to secure sufficient indemnities and insurance; our ability to successfully integrate acquisitions; competition, including for capital and technological advances; and other risks and uncertainties set forth in the Company’s most recent Annual Report on Form 20-F filed with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. The Company disclaims any obligation to update the forward-looking statements contained in this Periodic Report to reflect any new information or future events or circumstances or otherwise, except as required by law. Readers should read this Periodic Report in conjunction with other documents which the Company may file or furnish from time to time with the SEC. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Supplemental cash flow information | Supplemental cash flow information Non-cash transactions were as follows as of March 31, 2021: ● Purchases of property, plant, and equipment in Accounts payable and Accrued expenses at March 31, 2021 of $ 8.7 million and $ 0.2 million, respectively, are not included under “Capital expenditures” within the Condensed Consolidated Statement of Cash Flows. ● Capital lease obligations of $ 16.9 4.7 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 15.1 million in Accounts payable are not included under “Payments on seller-provided financing for capital expenditures” within the Condensed Consolidated Statement of Cash Flows. ● Obligations of $ 2.4 270,917 ● During the quarter ended March 31, 2021, the Company issued NESR ordinary share consideration of 2,237,000 145,039 Non-cash transactions were as follows as of March 31, 2020: ● Purchases of property, plant, and equipment in Accounts payable, Accrued expenses and Short-term borrowings at March 31, 2020 of $ 20.0 0.9 33.9 ● Capital lease obligations of $ 23.6 7.4 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 4.1 1.4 |
Recently issued accounting standards not yet adopted | Recently issued accounting standards not yet adopted The SEC permits qualifying Emerging Growth Companies (“EGC”) to defer the adoption of accounting standards updates until the time when a private company would adopt such standards. The Company continues to qualify as an EGC as of March 31, 2021. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases,” a new standard on accounting for leases. This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In June 2020, the FASB Issued ASU No. 2020-05, “Accounting Standards Update 2020-05—Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities.” ASU No. 2020-05 deferred the Company’s adoption of ASU 2016-02, as amended, to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the provisions of ASU 2016-02 and related interpretive amendments (ASU 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842,” ASU 2018-10, “Codification Improvements to Topic 842, Leases,” ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” ASU 2018-20, “Leases (Topic 842): Narrow-Scope Improvements for Lessors,” and ASU 2019-01, “Leases (Topic 842): Codification Improvements,” inclusive) and assessing the impact, if any, on its condensed consolidated interim financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting All other new accounting pronouncements that have been issued but not yet effective are currently being evaluated and, at this time, are not expected to have a material impact on our financial position or results of operations. |
Correction of Warrant Accounting for the quarter ended March 31, 2020 | Correction of Warrant Accounting for the quarter ended March 31, 2020 On April 12, 2021, the Staff of the SEC released Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). In response to the Statement, the Company determined that it had incorrectly accounted for its Private Warrants (Note 15) as equity, instead of liabilities. In accordance with ASC 480, Distinguishing Liabilities from Equity SCHEDULE OF RESTATEMENT Quarter ended March 31, 2020 As Previously Reported As Revised Condensed Consolidated Interim Statements of Operations Gain/(loss) on warrant liability $ - $ 580 Income before income tax 13,894 14,474 Net income 11,367 11,947 Basic earnings per share 0.13 0.14 Diluted earnings per share 0.13 0.13 Condensed Consolidated Interim Statements of Comprehensive Income Total Comprehensive Income, net of tax 11,396 11,976 Condensed Consolidated Interim Statements Of Shareholders’ Equity Retained Earnings 79,028 74,518 Total Company Shareholders’ Equity 899,503 899,153 Total Shareholders’ Equity 899,503 899,153 Condensed Consolidated Interim Statements of Cash Flows Net income 11,367 11,947 Loss (Gain) on warrant liability - 580 Correction of Warrant Accounting as of and for the Years Ended December 31, 2020 and 2019 and for the period From June 7, 2018 to December 31, 2018 As described above, in the first quarter of 2021, the Company determined that it had incorrectly accounted for its Private Warrants (Note 15) as equity, instead of liabilities. In accordance with ASC 480, Distinguishing Liabilities from Equity As of and for As of and for For the period from As Previously Reported As Revised As Previously Reported As Revised As Previously Reported As Revised Consolidated Balance Sheets Warranty liabilities $ - $ $ - $ 930 Total liabilities 742,636 742,636 635,892 636,822 Total equity 944,418 944,418 886,472 885,542 Consolidated Statements of Operations Gain/(loss) on warrant liability - 557 - 5,054 $ - $ (1,816 ) Income before income tax 60,792 61,349 52,435 57,489 44,411 42,595 Net income 50,087 50,644 39,364 44,418 34,980 33,164 Basic earnings per share 0.56 0.57 0.45 0.51 0.41 0.39 Diluted earnings per share 0.56 0.56 0.45 0.45 0.40 0.38 Consolidated Statements of Comprehensive Income Total Comprehensive Income, net of tax 50,122 50,679 39,345 44,399 35,143 33,327 Consolidated Statements of Shareholders’ Equity Retained Earnings 117,748 113,216 67,661 62,571 28,297 18,153 Total Company Shareholders’ Equity 944,426 944,426 886,472 885,542 830,924 818,281 Total Shareholders’ Equity 944,418 944,418 886,472 885,542 830,991 818,348 Consolidated Statements of Cash Flows Net income 50,087 50,644 39,364 44,418 34,980 33,164 Loss (Gain) on warrant liability - 557 - 5,054 - (1,816 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF RESTATEMENT | SCHEDULE OF RESTATEMENT Quarter ended March 31, 2020 As Previously Reported As Revised Condensed Consolidated Interim Statements of Operations Gain/(loss) on warrant liability $ - $ 580 Income before income tax 13,894 14,474 Net income 11,367 11,947 Basic earnings per share 0.13 0.14 Diluted earnings per share 0.13 0.13 Condensed Consolidated Interim Statements of Comprehensive Income Total Comprehensive Income, net of tax 11,396 11,976 Condensed Consolidated Interim Statements Of Shareholders’ Equity Retained Earnings 79,028 74,518 Total Company Shareholders’ Equity 899,503 899,153 Total Shareholders’ Equity 899,503 899,153 Condensed Consolidated Interim Statements of Cash Flows Net income 11,367 11,947 Loss (Gain) on warrant liability - 580 Correction of Warrant Accounting as of and for the Years Ended December 31, 2020 and 2019 and for the period From June 7, 2018 to December 31, 2018 As described above, in the first quarter of 2021, the Company determined that it had incorrectly accounted for its Private Warrants (Note 15) as equity, instead of liabilities. In accordance with ASC 480, Distinguishing Liabilities from Equity As of and for As of and for For the period from As Previously Reported As Revised As Previously Reported As Revised As Previously Reported As Revised Consolidated Balance Sheets Warranty liabilities $ - $ $ - $ 930 Total liabilities 742,636 742,636 635,892 636,822 Total equity 944,418 944,418 886,472 885,542 Consolidated Statements of Operations Gain/(loss) on warrant liability - 557 - 5,054 $ - $ (1,816 ) Income before income tax 60,792 61,349 52,435 57,489 44,411 42,595 Net income 50,087 50,644 39,364 44,418 34,980 33,164 Basic earnings per share 0.56 0.57 0.45 0.51 0.41 0.39 Diluted earnings per share 0.56 0.56 0.45 0.45 0.40 0.38 Consolidated Statements of Comprehensive Income Total Comprehensive Income, net of tax 50,122 50,679 39,345 44,399 35,143 33,327 Consolidated Statements of Shareholders’ Equity Retained Earnings 117,748 113,216 67,661 62,571 28,297 18,153 Total Company Shareholders’ Equity 944,426 944,426 886,472 885,542 830,924 818,281 Total Shareholders’ Equity 944,418 944,418 886,472 885,542 830,991 818,348 Consolidated Statements of Cash Flows Net income 50,087 50,644 39,364 44,418 34,980 33,164 Loss (Gain) on warrant liability - 557 - 5,054 - (1,816 ) |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF CONSIDERATION TO PURCHASE ISSUED AND OUTSTANDING EQUITY INTEREST | The following summarizes the consideration to purchase 99.7 SCHEDULE OF CONSIDERATION TO PURCHASE ISSUED AND OUTSTANDING EQUITY INTEREST SAPESCO Value (In US$ thousands) Shares Cash consideration $ 16,958 Total consideration – cash 16,958 NESR ordinary share consideration 12,013 2,237,000 Total consideration – equity (1) 12,013 2,237,000 Cash Earn-Out 5,301 Additional Earn-Out Shares 6,377 (2) Total estimated earn-out mechanisms 11,678 (2) Total consideration $ 40,649 2,237,000 (1) The fair value of NESR ordinary shares was determined based upon the $ 5.37 (2) The quantity of Additional Earn-Out Shares was negotiated in the quarter ended December 31, 2020 and finalized in the quarter ended March 31, 2021 when settled with the sellers for 145,039 shares. |
SCHEDULE OF PURCHASE PRICE ALLOCATION | The following table summarizes the final allocation of the purchase price allocation (in US$ thousands): SCHEDULE OF PURCHASE PRICE ALLOCATION Allocation of consideration Cash and cash equivalents $ 3,740 Accounts receivable 14,847 Unbilled revenue 6,126 Service inventories 5,641 Prepaid assets 679 Retention withholdings 279 Other current assets 552 Property, plant and equipment 14,385 Intangible assets 3,340 Other assets 200 Total identifiable assets acquired 49,789 Accounts payable 11,984 Accrued expenses 6,613 Current installments of long-term debt 5,400 Short-term borrowings 5,692 Income taxes payable 313 Other taxes payable 3,802 Other current liabilities 2,237 Long-term debt 15,572 Employee benefit liabilities 1,455 Other liabilities 2,237 Non-controlling interests (8 ) Net identifiable liabilities acquired 55,297 Total fair value of net assets acquired (5,508 ) Goodwill 46,157 Total consideration $ 40,649 |
SCHEDULE OF PRELIMINARY ALLOCATION TO INTANGIBLE ASSETS | The final allocation to intangible assets is as follows (in US$ thousands): SCHEDULE OF PRELIMINARY ALLOCATION TO INTANGIBLE ASSETS Fair Value Total Useful Life (In US$ thousands) Customer relationships $ 2,900 8 Trademarks and trade names 440 2 Total intangible assets $ 3,340 |
SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS | The following table summarizes the supplemental consolidated results of the Company on an unaudited pro-forma basis, as if the Business Combination had been consummated on January 1, 2019 for the quarterly period ended March 31, 2020 (in US$ thousands): SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS Period from January 1 to March 31, 2020 Revenues $ 212,426 Net income/(loss) 12,296 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE BY SERVICE TYPE | Based on these considerations, the following table provides disaggregated revenue data by the phase in a well’s lifecycle during which revenue has been recorded (in US$ thousands): SCHEDULE OF DISAGGREGATION OF REVENUE BY SERVICE TYPE Quarter ended March 31, 2021 March 31, 2020 Revenue by Phase in Well’s Lifecycle: Production Services $ 136,767 $ 133,190 Drilling and Evaluation Services 75,659 66,109 Total revenue by phase in well’s life cycle $ 212,426 $ 199,299 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | The following table summarizes the accounts receivable of the Company as of the period end dates set forth below (in US$ thousands): SCHEDULE OF ACCOUNTS RECEIVABLE March 31, December 31, 2021 2020 Trade receivables $ 129,050 $ 118,557 Less: allowance for doubtful accounts (1,541 ) (1,722 ) Total $ 127,509 $ 116,835 |
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS | SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS March 31, 2021 March 31, 2020 Quarter ended March 31, 2021 March 31, 2020 Allowance for doubtful accounts at beginning of period $ (1,722 ) $ (1,844 ) (Increase) decrease to allowance for the period (79 ) 50 (Recovery) write-off of doubtful accounts 260 - Non-cash reclass of allowance for doubtful accounts from unbilled revenue to accounts receivable - (648 ) Allowance for doubtful accounts at end of period $ (1,541 ) $ (2,442 ) |
SERVICE INVENTORIES (Tables)
SERVICE INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF SERVICE INVENTORIES | The following table summarizes the service inventories for the period end dates as set forth below (in US$ thousands): SCHEDULE OF SERVICE INVENTORIES March 31, December 31, 2021 2020 Spare parts $ 57,291 $ 54,709 Chemicals 21,295 24,422 Consumables 17,203 15,132 Total $ 95,789 $ 94,263 |
PROPERTY, PLANT, & EQUIPMENT (T
PROPERTY, PLANT, & EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property, plant and equipment, net of accumulated depreciation, of the Company consists of the following as of the period end dates set forth below (in US$ thousands): SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Estimated Useful Lives (in years) March 31, December 31, Buildings and leasehold improvements 5 25 $ 32,044 $ 31,827 Drilling rigs, plant and equipment 3 15 535,564 534,964 Furniture and fixtures 5 2,270 2,282 Office equipment and tools 3 10 41,159 39,174 Vehicles and cranes 5 8 6,938 7,429 Less: Accumulated depreciation (210,249 ) (193,261 ) Land 5,104 5,104 Capital work in progress 10,819 10,224 Total $ 423,649 $ 437,743 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF CHANGES IN CARRYING AMOUNT OF GOODWILL | Changes in the carrying amount of goodwill of the Company between December 31, 2020, and March 31, 2021 are as follows (in US$ thousands): SCHEDULE OF CHANGES IN CARRYING AMOUNT OF GOODWILL Production Services Drilling and Evaluation Services Goodwill Balance as of December 31, 2020 $ 443,457 177,464 620,921 Adjustments - - - Balance as of March 31, 2021 $ 443,457 177,464 620,921 |
SCHEDULE OF WEIGHTED AVERAGE AMORTIZATION PERIOD FOR INTANGIBLE ASSETS | The following is the weighted average amortization period for intangible assets of the Company subject to amortization (in years): SCHEDULE OF WEIGHTED AVERAGE AMORTIZATION PERIOD FOR INTANGIBLE ASSETS Amortization Customer contracts & relationships 10 Trademarks and trade names 7.9 Total intangible assets 9.6 |
SCHEDULE OF INTANGIBLE ASSETS SUBJECT TO AMORTIZATION | The details of our intangible assets subject to amortization are set forth below (in US$ thousands): SCHEDULE OF INTANGIBLE ASSETS SUBJECT TO AMORTIZATION March 31, 2021 March 31, 2020 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Customer contracts & relationships $ 124,400 $ (34,849 ) $ 89,551 $ 121,500 $ (22,277 ) $ 99,223 Trademarks and trade names 25,940 (9,095 ) 16,845 25,500 (5,844 ) 19,656 Total intangible assets $ 150,340 $ (43,944 ) $ 106,396 $ 147,000 $ (28,121 ) $ 118,879 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF SHORT TERM DEBT OBLIGATIONS | The Company’s long-term debt obligations consist of the following (in US$ thousands): SCHEDULE OF LONG TERM DEBT OBLIGATIONS March 31, 2021 December 31, 2020 Secured Term Loan $ 277,500 $ 285,000 Secured Revolving Credit Facility 65,000 65,000 CIB Long-Term Debt 10,000 10,000 Less: unamortized debt issuance costs (3,693 ) (3,886 ) Total loans and borrowings 348,807 356,114 Less: current installments of long-term debt (50,327 ) (47,500 ) Long-term debt, net of unamortized debt issuance costs and excluding current installments $ 298,480 $ 308,614 Secured Facilities Agreement On May 5, 2019, the Company entered into a $ 450.0 35.0 40.0 485.0 525.0 501.3 489.4 The $ 489.9 277.5 May 6, 2025 65.0 May 6, 2023 146.9 2.4% 2.7% 2.6% 2.6% 277.5 285.0 65 65 The RCF was obtained for general corporate and working capital purposes including capital expenditure related requirements and acquisitions (including transaction related expenses). The RCF requires the payment of a commitment fee each quarter. The commitment fee is computed at the rate of 0.60% May 6, 2023 2.4% 2.7% The Company is permitted to make any prepayment under this RCF in multiples of $5.0 million during this 4-year period up to May 6, 2023. Any unutilized balances from the RCF can be drawn down again during the 4-year tenure at the same terms. 0.0 0.0 The Secured Facilities Agreement also includes a working capital facility of $ 146.9 151.3 letters of guarantee and letters of credit and refinancing letters of credit into short-term debt over a period of one year, which carries an interest rate equal to three-month U.S. Dollar LIBOR for the applicable interest period, plus a margin of 1.00% to 1.25% per annum. 128.0 129.4 18.9 21.9 The Company has also retained legacy bilateral working capital facilities from HSBC totaling $ 24.7 24.7 10.3 10.3 14.3 14.3 0.1 0.1 17.9 18.5 6.8 6.2 Utilization of the working capital facilities under both the legacy arrangement and Secured Facilities Agreement comprises letters of credit issued to vendors, guarantees issued to customers, vendors, and others, and short-term borrowings used to settle letters of credit. Once a letter of credit is presented for payment by the vendor, the Company at its election can settle the letter of credit from available cash or leverage short-term borrowings available under both the legacy arrangement and Secured Facilities Agreement that will be repaid quarterly over a one-year period. Until a letter of credit is presented for payment by the vendor, it is disclosed as an off-balance sheet obligation. For additional discussion of outstanding letters of credit and guarantees, see Note 14, Commitments and Contingencies. The Secured Facilities Agreement includes covenants that specify maximum leverage (Net Debt / EBITDA) up to 3.50, minimum debt service coverage ratio (Cash Flow / Debt Service) of at least 1.25, and interest coverage (EBITDA / Interest) of at least 4.00. CIB Long-Term Debt As part of the SAPESCO transaction, the Company assumed a $ 21.0 Under the terms of its arrangement with CIB, the Company repaid $ 11.0 10.0 2% 2.5% 2.3% Short-term debt The Company’s short-term debt obligations consist of the following (in US$ thousands): SCHEDULE OF SHORT TERM DEBT OBLIGATIONS March 31, 2021 December 31, 2020 CIB Short-Term Debt $ 2,061 $ 2,125 ABK Short-Term Debt 1,379 2,252 Other short-term borrowings from working capital facilities 38,670 37,983 Short-term debt, excluding current installments of long-term debt $ 42,110 $ 42,360 |
SCHEDULE OF SHORT TERM DEBT OBLIGATIONS | The Company’s short-term debt obligations consist of the following (in US$ thousands): SCHEDULE OF SHORT TERM DEBT OBLIGATIONS March 31, 2021 December 31, 2020 CIB Short-Term Debt $ 2,061 $ 2,125 ABK Short-Term Debt 1,379 2,252 Other short-term borrowings from working capital facilities 38,670 37,983 Short-term debt, excluding current installments of long-term debt $ 42,110 $ 42,360 |
SCHEDULED PRINCIPAL PAYMENTS OF LONG TERM DEBT | Scheduled principal payments of long-term debt for periods subsequent to March 31, 2021 are as follows (in US$ thousands): SCHEDULED PRINCIPAL PAYMENTS OF LONG TERM DEBT 2021 $ 40,000 2022 45,000 2023 110,000 2024 45,000 2025 112,500 Thereafter - Total $ 352,500 |
FAIR VALUE ACCOUNTING (Tables)
FAIR VALUE ACCOUNTING (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE OF HIERARCHY AT FAIR VALUE ON RECURRING BASIS | The following tables present the Company’s fair value hierarchy for its financial liabilities measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE OF HIERARCHY AT FAIR VALUE ON RECURRING BASIS As of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Liability for Private Warrants (Note 15) $ - $ - $ - $ - As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Liability for Private Warrants (Note 15) $ - $ - $ - $ - |
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY USING BLACK SCHOLES VALUATION MODEL | The Company’s Private Warrants are included as Level 3 measurements in the tables above. The fair value of the Company’s Private Warrant liability was calculated using the Black-Scholes model and the following assumptions: SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY USING BLACK SCHOLES VALUATION MODEL As of As of March 31, December 31, 2021 2020 Fair value of Company’s common stock $ - $ - Dividend yield - % - % Expected volatility - % - % Risk Free interest rate - % - % Expected life (years) - - Fair value of financial instruments – Private Warrants $ - $ - |
SCHEDULE OF FAIR VALUE OF WARRANT LIABILITY | The change in fair value of the Company’s Private Warrants is as follows: SCHEDULE OF FAIR VALUE OF WARRANT LIABILITY Quarter ended March 31, March 31, 2021 2020 Beginning Balance $ - $ (930 ) Change in Private Warrant liability - 580 Ending Balance $ - $ ( 350 ) |
EMPLOYEE BENEFITS (Tables)
EMPLOYEE BENEFITS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
SCHEDULE OF COMPONENTS OF NET PERIODIC BENEFIT COST | The Components of net periodic benefit cost were as follows (in US$ thousands): SCHEDULE OF COMPONENTS OF NET PERIODIC BENEFIT COST March 31, 2021 March 31, 2020 Quarter ended March 31, 2021 March 31, 2020 Service cost $ 967 $ 1,139 Interest cost 242 285 Other - - Net cost $ 1,209 $ 1,424 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF UNVESTED RESTRICTED STOCK | The following tables set forth the LTIP activity for the periods indicated (in US$ thousands, except share and per share amounts): SCHEDULE OF UNVESTED RESTRICTED STOCK Quarter ended March 31, 2021 March 31, 2020 Number of Restricted Shares Weighted Average Value per Share Number of Restricted Shares Weighted Average Value per Share Unvested at Beginning of Period 2,038,662 $ 7.38 1,502,690 $ 10.25 Granted 1,085,085 $ 11.93 1,080,905 $ 4.96 Vested and issued (693,015 ) $ 7.39 (307,599 ) $ 10.36 Forfeited (38,172 ) $ 9.43 (31,001 ) $ 10.45 Unvested at End of Period 2,392,560 $ 9.39 2,244,995 $ 7.72 |
SCHEDULE OF STOCK-BASED COMPENSATION | SCHEDULE OF STOCK-BASED COMPENSATION Quarter ended March 31, 2021 March 31, 2020 Cost of Services $ 720 $ 726 Selling, general and administrative expenses 841 909 Net cost $ 1,561 $ 1,635 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE CAPITAL LEASES | Future minimum lease payments and future interest payments under non-cancellable equipment capital leases at March 31, 2021 and December 31, 2020, respectively, are payable as follows (in US$ thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE CAPITAL LEASES As of March 31, 2021 As of December 31, 2020 Future Minimum Lease Payments Future Interest Payments Total Payments Future Minimum Lease Payments Future Interest Payments Total Payments 2021 $ 16,148 $ 953 $ 17,101 $ 22,500 $ 1,524 $ 24,024 2022 3,238 454 3,692 3,236 453 3,689 2023 1,812 175 1,987 1,810 174 1,984 2024 439 21 460 438 21 459 2025 - - - - - - Thereafter - - - - - - Total $ 21,637 $ 1,603 $ 23,240 $ 27,984 $ 2,172 $ 3 0,156 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE OPERATING LEASES | Future minimum lease commitments under non-cancellable operating leases with initial or remaining terms of one year or more at March 31, 2021 and December 31, 2020, respectively, are payable as follows (in US$ thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE OPERATING LEASES March 31, 2021 December 31, 2020 2021 $ 14,088 $ 21,665 2022 2,170 2,814 2023 1,275 1,998 2024 1,280 2,003 2025 632 1,355 Thereafter 3,468 3,413 Total $ 22,912 $ 33,248 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING | The following tables provide a reconciliation of the data used in the calculation of basic and diluted ordinary shares outstanding for the periods described (in US$ thousands except shares and per share amounts). Quarter ended March 31, 2021 SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING Date Transaction Detail Change in Shares Quarter ended March 31, 2021 Weighted Average Ordinary Shares Outstanding December 31, 2020 Beginning Balance 87,777,553 June 1, 2020 SAPESCO - NESR ordinary share consideration (issued January 14, 2021) (1) 2,237,000 2,237,000 December 31, 2020 SAPESCO - Additional Earn-Out Shares (issued January 14, 2021) (2) 145,039 145,039 February 23, 2021 Restricted Stock Vesting 87,905 35,162 March 16, 2021 Restricted Stock Vesting 316,781 52,797 March 18, 2021 Restricted Stock Vesting 288,329 41,648 December 31, 2020 SAPESCO - Contingently Issuable Shares (contingency resolved at December 31, 2020) (3) 157,702 157,702 March 31, 2021 SAPESCO - Contingently Issuable Shares (contingency resolved at March 31, 2021) (3) 113,216 1,257 March 31, 2021 Ending Balance 90,448,158 (1) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 2,237,000 (2) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 145,039 (3) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 270,917 Undistributed & distributed earnings to common shareholders Common shares EPS Basic EPS - common shares $ 11,472 90,448,158 $ 0.13 Restricted Stock Units - 1,115,526 Antidilution sequencing - subtotal 11,472 91,563,684 $ 0.13 Decrease/(increase) in the fair value of the warrants - 0 5.75 - 35,540,380 5.75 369,574 Antidilution sequencing - subtotal 11,472 91,933,258 $ 0.12 Diluted EPS - common shares $ 11,472 91,933,258 $ 0.12 Warrants that could be converted into as many as 17,400,616 ordinary shares were excluded from common shares at March 31, 2021 as they were assumed repurchased upon exercise of the warrants. In addition to these warrants, the Company also had 905,812 restricted stock units excluded from common shares at March 31, 2021 as they were also assumed repurchased through the impact of unrecognized share-based compensation cost Quarter ended March 31, 2020 Date Transaction Detail Change in Quarter ended March 31, 2020 December 31, 2019 Beginning Balance 87,187,289 March 18, 2020 Restricted stock vesting 307,599 43,943 March 31, 2020 Ending Balance 87,231,232 Undistributed & distributed earnings to common shareholders Common shares EPS Basic EPS - common shares $ 11,947 87,231,232 $ 0.14 Restricted Stock Units - 29,232 Antidilution sequencing - subtotal 11,947 87,260,464 $ 0.14 Decrease/(increase) in the fair value of the warrants (580 ) 1,000,000 5.75 - 34,540,380 5.75 - Antidilution sequencing - subtotal 11,367 87,260,464 $ 0.13 Diluted EPS - common shares $ 11,367 87,260,464 $ 0.13 |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING, INFORMATION ON REVENUES AND LONG-LIVED ASSETS | Revenue from operations SCHEDULE OF SEGMENT REPORTING, INFORMATION ON REVENUES AND LONG-LIVED ASSETS Quarter ended March 31, 2021 March 31, 2020 Reportable Segment: Production Services $ 136,767 $ 133,190 Drilling and Evaluation Services 75,659 66,109 Total revenue $ 212,426 $ 199,299 Long-lived assets March 31, 2021 December 31, Reportable Segment: Production Services $ 286,820 $ 303,625 Drilling and Evaluation Services 121,968 124,062 Total Reportable Segments 408,788 427,687 Unallocated assets 14,861 10,056 Total long-lived assets $ 423,649 $ 437,743 Operating income Quarter ended March 31, 2021 March 31, 2020 Reportable Segment: Production Services $ 14,182 $ 21,328 Drilling and Evaluation Services 9,713 7,868 Total Reportable Segments 23,895 29,196 Unallocated expenses (7,934 ) (10,681 ) Total operating income $ 15,961 $ 18,515 |
SCHEDULE OF REVENUE FROM EXTERNAL CUSTOMERS AND LONG-LIVED ASSETS, BY GEOGRAPHICAL AREAS | Revenue by geographic area SCHEDULE OF REVENUE FROM EXTERNAL CUSTOMERS AND LONG-LIVED ASSETS, BY GEOGRAPHICAL AREAS Quarter ended Quarter ended Geographic Area: Domestic (British Virgin Islands) $ - $ - MENA 209,785 196,061 Rest of World 2,641 3,238 Total revenue $ 212,426 $ 199,299 Long-lived assets by geographic area March 31, 2021 December 31, 2020 Geographic area: Domestic (British Virgin Islands) $ - $ - MENA 415,596 429,283 Rest of World 8,053 8,460 Total long-lived assets $ 423,649 $ 437,743 |
SCHEDULE OF RESTATEMENT (Detail
SCHEDULE OF RESTATEMENT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Income before income tax | $ 13,081 | $ 14,474 | |||
Net income | $ 11,472 | $ 11,947 | |||
Basic earnings per share | $ 0.13 | $ 0.14 | |||
Diluted earnings per share | $ 0.12 | $ 0.13 | |||
Total Comprehensive Income, net of tax | $ 11,505 | $ 11,976 | |||
Retained Earnings | 124,688 | $ 113,216 | |||
Total Company Shareholders' Equity | 970,945 | 944,426 | |||
Total Shareholders' Equity | 970,937 | 899,153 | 944,418 | $ 885,542 | |
Net income | 11,472 | 11,947 | |||
Total liabilities | $ 682,545 | 742,636 | |||
Previously Reported [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Gain/(loss) on warrant liability | |||||
Income before income tax | 13,894 | $ 44,411 | $ 60,792 | $ 52,435 | |
Net income | $ 11,367 | ||||
Basic earnings per share | $ 0.13 | $ 0.41 | $ 0.56 | $ 0.45 | |
Diluted earnings per share | $ 0.13 | $ 0.40 | $ 0.56 | $ 0.45 | |
Total Comprehensive Income, net of tax | $ 11,396 | $ 35,143 | $ 50,122 | $ 39,345 | |
Retained Earnings | 79,028 | 28,297 | 117,748 | 67,661 | |
Total Company Shareholders' Equity | 899,503 | 830,924 | 944,426 | 886,472 | |
Total Shareholders' Equity | 899,503 | 830,991 | 944,418 | 886,472 | |
Net income | 11,367 | 34,980 | 50,087 | 39,364 | |
Warranty liabilities | |||||
Total liabilities | 742,636 | 635,892 | |||
As Revised [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Gain/(loss) on warrant liability | 580 | (1,816) | 557 | 5,054 | |
Income before income tax | 14,474 | $ 42,595 | $ 61,349 | $ 57,489 | |
Net income | $ 11,947 | ||||
Basic earnings per share | $ 0.14 | $ 0.39 | $ 0.57 | $ 0.51 | |
Diluted earnings per share | $ 0.13 | $ 0.38 | $ 0.56 | $ 0.45 | |
Total Comprehensive Income, net of tax | $ 11,976 | $ 33,327 | $ 50,679 | $ 44,399 | |
Retained Earnings | 74,518 | 18,153 | 113,216 | 62,571 | |
Total Company Shareholders' Equity | 899,153 | 818,281 | 944,426 | 885,542 | |
Total Shareholders' Equity | 899,153 | 818,348 | 944,418 | 885,542 | |
Net income | $ 11,947 | $ 33,164 | 50,644 | 44,418 | |
Warranty liabilities | 930 | ||||
Total liabilities | $ 742,636 | $ 636,822 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||
Capital lease obligations, current | $ 16.9 | $ 23.6 |
Capital lease obligations, non current | 4.7 | 7.4 |
Debt obligation | $ 2.4 | |
Change in shares, SAPESCO - NESR ordinary share consideration | 2,237,000 | |
Change in Shares, SAPESCO - Additional Earn-Out Shares | 145,039 | |
SAPESCO [Member] | ||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||
Stock to be issued during period, shares, acquisitions | 270,917 | |
Accounts Payable [Member] | ||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||
Payments to Acquire Property, Plant, and Equipment | $ 8.7 | 20 |
Accounts Payable [Member] | Seller Provided Installment Financing [Member] | ||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||
Payments to Acquire Property, Plant, and Equipment | 15.1 | |
Accrued Liabilities [Member] | ||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||
Payments to Acquire Property, Plant, and Equipment | $ 0.2 | 0.9 |
Short Term Borrowings [Member] | ||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||
Payments to Acquire Property, Plant, and Equipment | 33.9 | |
Other Current Liabilities [Member] | Seller Provided Installment Financing [Member] | ||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||
Payments to Acquire Property, Plant, and Equipment | 4.1 | |
Other Liabilities [Member] | Seller Provided Installment Financing [Member] | ||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||
Payments to Acquire Property, Plant, and Equipment | $ 1.4 |
SCHEDULE OF CONSIDERATION TO PU
SCHEDULE OF CONSIDERATION TO PURCHASE ISSUED AND OUTSTANDING EQUITY INTEREST (Details) $ in Thousands | Mar. 31, 2021USD ($)shares | |
Business Acquisition [Line Items] | ||
Cash consideration | $ 3,740 | |
Total consideration | 49,789 | |
Sahara Petroleum Services Company [Member] | ||
Business Acquisition [Line Items] | ||
Cash consideration | 16,958 | |
Total consideration - cash | 16,958 | |
NESR ordinary share consideration | $ 12,013 | |
NESR ordinary share consideration, shares | shares | 2,237,000 | |
Total consideration - equity | $ 12,013 | [1] |
Total consideration - equity, shares | shares | 2,237,000 | [1] |
Cash Earn-Out | $ 5,301 | |
Additional Earn-Out Shares | 6,377 | [2] |
Total estimated earn-out mechanisms | 11,678 | [2] |
Total consideration | $ 40,649 | |
Total consideration shares | shares | 2,237,000 | |
[1] | The fair value of NESR ordinary shares was determined based upon the $ 5.37 | |
[2] | The quantity of Additional Earn-Out Shares was negotiated in the quarter ended December 31, 2020 and finalized in the quarter ended March 31, 2021 when settled with the sellers for |
SCHEDULE OF CONSIDERATION TO _2
SCHEDULE OF CONSIDERATION TO PURCHASE ISSUED AND OUTSTANDING EQUITY INTEREST (Details) (Parenthetical) - Sahara Petroleum Services Company [Member] - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Jun. 02, 2020 | |
Business Acquisition [Line Items] | ||
Closing price per share | $ 5.37 | |
Number of shares settled with sellers | 145,039 |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATION (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash and cash equivalents | $ 3,740 |
Accounts receivable | 14,847 |
Unbilled revenue | 6,126 |
Service inventories | 5,641 |
Prepaid assets | 679 |
Retention withholdings | 279 |
Other current assets | 552 |
Property, plant and equipment | 14,385 |
Intangible assets | 3,340 |
Other assets | 200 |
Total identifiable assets acquired | 49,789 |
Accounts payable | 11,984 |
Accrued expenses | 6,613 |
Current installments of long-term debt | 5,400 |
Short-term borrowings | 5,692 |
Income taxes payable | 313 |
Other taxes payable | 3,802 |
Other current liabilities | 2,237 |
Long-term debt | 15,572 |
Employee benefit liabilities | 1,455 |
Other liabilities | 2,237 |
Non-controlling interests | (8) |
Net identifiable liabilities acquired | 55,297 |
Total fair value of net assets acquired | (5,508) |
Goodwill | 46,157 |
Total consideration | $ 40,649 |
SCHEDULE OF PRELIMINARY ALLOCAT
SCHEDULE OF PRELIMINARY ALLOCATION TO INTANGIBLE ASSETS (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 3,340 |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 2,900 |
Total intangible assets, term | 8 years |
Trademarks and Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 440 |
Total intangible assets, term | 2 years |
SCHEDULE OF PROFORMA INFORMATIO
SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Revenues | $ 212,426 |
Net income/(loss) | $ 12,296 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - USD ($) | Feb. 13, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 02, 2020 |
Business Acquisition [Line Items] | ||||
Other current liability | $ 2,237,000 | |||
Business Combination,cash and cash equivalents | 11,000,000 | |||
Deferred consideration | 6,000,000 | |||
Amount allocated to goodwill | 46,200,000 | |||
Business Acquisition, Pro Forma Revenue | 212,426,000 | |||
Business Acquisition, Pro Forma Net Income (Loss) | $ 12,296,000 | |||
Sahara Petroleum Services Company [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,237,000 | |||
Sahara Petroleum Services Company [Member] | Successors [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Pro Forma Revenue | $ 14,800,000 | |||
Business Acquisition, Pro Forma Net Income (Loss) | $ 4,900,000 | |||
Sale And Purchase Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Sale of Stock, Percentage of Ownership after Transaction | 99.70% | |||
Cash transfer | $ 500,000 | |||
Business combination issued in equity earn-outs | $ 2,100,000 | $ 11,700,000 | ||
Business combination issued in equity earn-outs | 145,039 | |||
Business combination issued in equity earn-outs value | $ 1,600,000 | |||
Receivables earn-out shares contingency fair value | $ 0 | |||
Other current liability | $ 2,400,000 | |||
Sale And Purchase Agreement [Member] | Later 2021 [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination issued in equity earn-outs | 270,917 | |||
Sale And Purchase Agreement [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Average per share price | $ 10 | |||
Sale And Purchase Agreement [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Average per share price | $ 11.70 | |||
Sale And Purchase Agreement [Member] | Additional Earn Out Shares [Member] | ||||
Business Acquisition [Line Items] | ||||
Receivables | $ 6,900,000 | |||
Sale And Purchase Agreement [Member] | Cash Earn Out [Member] | ||||
Business Acquisition [Line Items] | ||||
Average per share price | $ 9 | |||
Sale And Purchase Agreement [Member] | N E S R Additional Share [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Average per share price | 10 | |||
Sale And Purchase Agreement [Member] | N E S R Additional Share [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Average per share price | $ 11.70 | |||
Sale And Purchase Agreement [Member] | Sahara Petroleum Services Company [Member] | ||||
Business Acquisition [Line Items] | ||||
Sale of Stock, Percentage of Ownership after Transaction | 99.70% | |||
Business Combination, Consideration Transferred | $ 11,000,000 | $ 11,000,000 | ||
Business Combination, Deferred Consideration | 6,000,000 | $ 6,000,000 | ||
Cash transfer | $ 17,000,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,237,000 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE BY SERVICE TYPE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 212,426 | $ 199,299 |
Production Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 136,767 | 133,190 |
Drilling and Evaluation Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 75,659 | $ 66,109 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||||
Trade receivables | $ 129,050 | $ 118,557 | ||
Less: allowance for doubtful accounts | (1,541) | (1,722) | $ (2,442) | $ (1,844) |
Total | $ 127,509 | $ 116,835 |
SCHEDULE OF ALLOWANCE FOR DOUBT
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Receivables [Abstract] | ||
Allowance for doubtful accounts at beginning of period | $ (1,722) | $ (1,844) |
(Increase) decrease to allowance for the period | (79) | 50 |
(Recovery) write-off of doubtful accounts | 260 | |
Non-cash reclass of allowance for doubtful accounts from unbilled revenue to accounts receivable | (648) | |
Allowance for doubtful accounts at end of period | $ (1,541) | $ (2,442) |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Trade receivable, gross | $ 129,050 | $ 118,557 |
SCHEDULE OF SERVICE INVENTORIES
SCHEDULE OF SERVICE INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Long-term Purchase Commitment [Line Items] | ||
Service inventories, gross | $ 95,789 | $ 94,263 |
Spare Parts [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Service inventories, gross | 57,291 | 54,709 |
Chemicals [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Service inventories, gross | 21,295 | 24,422 |
Consumables [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Service inventories, gross | $ 17,203 | $ 15,132 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (210,249) | $ (193,261) |
Land | 5,104 | 5,104 |
Capital work in progress | 10,819 | 10,224 |
Total | 423,649 | 437,743 |
Buildings And Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 32,044 | 31,827 |
Buildings And Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Buildings And Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 25 years | |
Drilling Rigs, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 535,564 | 534,964 |
Drilling Rigs, Plant and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Drilling Rigs, Plant and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Property, plant and equipment gross | $ 2,270 | 2,282 |
Office Equipment and Tools [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 41,159 | 39,174 |
Office Equipment and Tools [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Office Equipment and Tools [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Vehicles and Cranes [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 6,938 | $ 7,429 |
Vehicles and Cranes [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Vehicles and Cranes [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 8 years |
PROPERTY, PLANT, & EQUIPMENT (D
PROPERTY, PLANT, & EQUIPMENT (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 26.2 | $ 25.3 |
SCHEDULE OF CHANGES IN CARRYING
SCHEDULE OF CHANGES IN CARRYING AMOUNT OF GOODWILL (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |
Balance as of December 31, 2020 | $ 620,921 |
Adjustments | |
Balance as of March 31, 2021 | 620,921 |
Production Services [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Balance as of December 31, 2020 | 443,457 |
Adjustments | |
Balance as of March 31, 2021 | 443,457 |
Drilling and Evaluation Services [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Balance as of December 31, 2020 | 177,464 |
Adjustments | |
Balance as of March 31, 2021 | $ 177,464 |
SCHEDULE OF WEIGHTED AVERAGE AM
SCHEDULE OF WEIGHTED AVERAGE AMORTIZATION PERIOD FOR INTANGIBLE ASSETS (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets, amortization | 9 years 7 months 6 days |
Customer Contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets, amortization | 10 years |
Trademarks and Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets, amortization | 7 years 10 months 25 days |
SCHEDULE OF INTANGIBLE ASSETS S
SCHEDULE OF INTANGIBLE ASSETS SUBJECT TO AMORTIZATION (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 150,340 | $ 147,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (43,944) | (28,121) |
Finite-Lived Intangible Assets, Net | 106,396 | 118,879 |
Customer Contracts And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 124,400 | 121,500 |
Finite-Lived Intangible Assets, Accumulated Amortization | (34,849) | (22,277) |
Finite-Lived Intangible Assets, Net | 89,551 | 99,223 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 25,940 | 25,500 |
Finite-Lived Intangible Assets, Accumulated Amortization | (9,095) | (5,844) |
Finite-Lived Intangible Assets, Net | $ 16,845 | $ 19,656 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) $ in Millions | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense, 2021 | $ 11.9 |
Amortization expense, 2022 | 15.8 |
Amortization expense, 2023 | 15.7 |
Amortization expense, 2024 | 15.7 |
Amortization expense, 2025 | $ 15.7 |
SCHEDULE OF SHORT TERM DEBT OBL
SCHEDULE OF SHORT TERM DEBT OBLIGATIONS (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Less: unamortized debt issuance costs | $ (3,693) | $ (3,886) |
Total loans and borrowings | 348,807 | 356,114 |
Less: current installments of long-term debt | (50,327) | (47,500) |
Long-term debt, net of unamortized debt issuance costs and excluding current installments | 298,480 | 308,614 |
Other short-term borrowings from working capital facilities | 38,670 | 37,983 |
Short-term debt, excluding current installments of long-term debt | 42,110 | 42,360 |
Commercial International Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Short-term Bank Loans and Notes Payable | 2,061 | 2,125 |
Al Ahli Bank of Kuwait [Member] | ||
Line of Credit Facility [Line Items] | ||
Short-term Bank Loans and Notes Payable | 1,379 | 2,252 |
CIB Long-Term Debt [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 10,000 | 10,000 |
Secured Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 277,500 | 285,000 |
Secured Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 65,000 | $ 65,000 |
SCHEDULED PRINCIPAL PAYMENTS OF
SCHEDULED PRINCIPAL PAYMENTS OF LONG TERM DEBT (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 40,000 |
2022 | 45,000 |
2023 | 110,000 |
2024 | 45,000 |
2025 | 112,500 |
Thereafter | |
Total | $ 352,500 |
DEBT (Details Narrative)
DEBT (Details Narrative) $ in Thousands, ÂŁ in Millions | Jun. 20, 2019USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2021GBP (ÂŁ) | Dec. 31, 2020GBP (ÂŁ) | May 23, 2019USD ($) | May 05, 2019USD ($) |
Debt Instrument [Line Items] | |||||||
Working capital facility | $ 146,900 | $ 151,300 | |||||
Line of credit facility, interest rate during period | 2.60% | 2.60% | |||||
Line of credit facility, remaining borrowing capacity | $ 0 | ||||||
Utilized working capital facility | 700 | ||||||
Utilized debt amount | 700 | ||||||
Short-term Debt | 42,110 | $ 42,360 | |||||
CIB Long-Term Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 21,000 | ||||||
Short-term Debt, Description | Under the terms of its arrangement with CIB, the Company repaid $11.0 million of this balance during the third quarter of 2020 with the remaining $10.0 million due on August 15, 2021. Borrowings under the CIB Long-Term Debt incur interest at 2% per annum over 6 months LIBOR (to be settled on monthly basis) plus 50 basis points per annum. As of March 31, 2021 and December 31, 2020, this resulted in an interest rate of 2.5% and 2.3%, respectively. The Company’s CIB Long-Term Debt is secured by a letter of guarantee from Mashreqbank PSC. | ||||||
Repayments of Debt | $ 11,000 | ||||||
Remaining debt obligation amount | $ 10,000 | ||||||
Debt instrument, interest rate, stated percentage | 2.50% | 2.30% | 2.50% | 2.30% | |||
CIB Short-Term Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Short-term Debt, Description | The U.S. Dollar time loan facility accrues interest at 2.25% per annum over 3 months LIBOR plus 50 basis points per annum of the Highest Monthly Debit Balance (“HMDB”) commission. The Egyptian Pound time loan and overdraft facilities accrue interest at 0.75% per annum over the Central Bank of Egypt’s Corridor Offer Rate plus 50 basis points per annum, HMDB commission. | ||||||
ABK Short-Term Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Short-term Debt, Description | The ABK Short-Term Debt accrues interest at 1.65% per annum | ||||||
Debt instrument, interest rate, stated percentage | 11.00% | 11.00% | 11.00% | 11.00% | |||
Time Loan Facility [Member] | CIB Short-Term Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 1,500 | ||||||
Debt instrument, interest rate, stated percentage | 2.50% | 2.30% | 2.50% | 2.30% | |||
Utilized debt amount | $ 1,400 | $ 1,300 | |||||
Short-term Debt | $ 100 | $ 200 | |||||
Time Loan Facility [Member] | CIB Short-Term Debt [Member] | Egyptian [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | ÂŁ | ÂŁ 2 | ||||||
Debt instrument, interest rate, stated percentage | 10.00% | 10.00% | 10.00% | 10.00% | |||
Utilized debt amount | ÂŁ | ÂŁ 2 | ÂŁ 2 | |||||
Short-term Debt | ÂŁ | 0 | 0 | |||||
Maintenance fees payable | CIB Short-Term Debt [Member] | Egyptian [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | ÂŁ | 10 | ||||||
Utilized debt amount | ÂŁ | 7.7 | 9.8 | |||||
Short-term Debt | ÂŁ | ÂŁ 2.3 | ÂŁ 0.2 | |||||
London Interbank Offered Rate (LIBOR) [Member] | CIB Long-Term Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 2.00% | 2.00% | |||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, interest rate during period | 2.40% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, interest rate during period | 2.70% | 2.70% | |||||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Maturity Date | May 6, 2025 | ||||||
Withdrawn term loan | $ 277,500 | $ 285,000 | |||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Maturity Date | May 6, 2023 | ||||||
Long-term line of credit | $ 65,000 | ||||||
Withdrawn term loan | 65,000 | 65,000 | |||||
Line of credit facility, commitment fee percentage | 0.60% | ||||||
Prepayment under revolving credit facility description | The Company is permitted to make any prepayment under this RCF in multiples of $5.0 million during this 4-year period up to May 6, 2023. Any unutilized balances from the RCF can be drawn down again during the 4-year tenure at the same terms. | ||||||
Line of credit facility, remaining borrowing capacity | 0 | 0 | |||||
Letters of Guarantee [Member] | ABK Short-Term Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 200 | ||||||
Utilized debt amount | 200 | 200 | |||||
Short-term Debt | 0 | 0 | |||||
Letters of Guarantee [Member] | Time Loan Facility [Member] | CIB Short-Term Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 14,500 | ||||||
Utilized debt amount | 8,100 | 8,300 | |||||
Short-term Debt | 5,700 | 6,300 | |||||
Time Loan Facility [Member] | ABK Short-Term Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 3,000 | ||||||
Utilized debt amount | 1,400 | 2,300 | |||||
Short-term Debt | 1,600 | 800 | |||||
Secured Facilities Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 525,000 | $ 485,000 | $ 450,000 | ||||
Term loan amount | $ 277,500 | ||||||
Debt instrument, covenant description | The Secured Facilities Agreement includes covenants that specify maximum leverage (Net Debt / EBITDA) up to 3.50, minimum debt service coverage ratio (Cash Flow / Debt Service) of at least 1.25, and interest coverage (EBITDA / Interest) of at least 4.00. | ||||||
Secured Facilities Agreement [Member] | H S B C Bank Middle East Limited [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Working capital facility | $ 24,700 | 24,700 | |||||
Line of credit facility, remaining borrowing capacity | 6,800 | 6,200 | |||||
Utilized working capital facility | 17,900 | 18,500 | |||||
Secured Facilities Agreement [Member] | H S B C Bank Middle East Limited [Member] | QATAR | |||||||
Debt Instrument [Line Items] | |||||||
Working capital facility | 10,300 | 10,300 | |||||
Secured Facilities Agreement [Member] | H S B C Bank Middle East Limited [Member] | UNITED ARAB EMIRATES | |||||||
Debt Instrument [Line Items] | |||||||
Working capital facility | 14,300 | 14,300 | |||||
Secured Facilities Agreement [Member] | H S B C Bank Middle East Limited [Member] | KUWAIT | |||||||
Debt Instrument [Line Items] | |||||||
Working capital facility | 100 | 100 | |||||
Secured Facilities Agreement [Member] | Lenders [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Working capital facility | $ 18,900 | 21,900 | |||||
Line of credit, description | letters of guarantee and letters of credit and refinancing letters of credit into short-term debt over a period of one year, which carries an interest rate equal to three-month U.S. Dollar LIBOR for the applicable interest period, plus a margin of 1.00% to 1.25% per annum. | ||||||
Utilized working capital facility | $ 128,000 | 129,400 | |||||
Secured Facilities Agreement [Member] | Successors [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Reduced term loan amount | 489,400 | 501,300 | |||||
Debt instrument, face amount | $ 489,900 | ||||||
Incremental Facilities Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | $ 35,000 | |||||
Secured Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Working capital facility | $ 146,900 |
SCHEDULE OF FAIR VALUE OF HIERA
SCHEDULE OF FAIR VALUE OF HIERARCHY AT FAIR VALUE ON RECURRING BASIS (Details) - Liability For Private Warrants [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total Liabilities | ||
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total Liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total Liabilities |
SCHEDULE OF FAIR VALUE OF DERIV
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY USING BLACK SCHOLES VALUATION MODEL (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of Company's common stock | ||
Fair value of financial instruments - Private Warrants | ||
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | ||
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | ||
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | ||
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, Expected life (in years) | 0 years | 0 years |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANT LIABILITY (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Begining Balance | $ 930 | |
Beginning Balance | (930) | |
Change in Private Warrant liability | 580 | |
Ending Balance | $ 350 |
SCHEDULE OF COMPONENTS OF NET P
SCHEDULE OF COMPONENTS OF NET PERIODIC BENEFIT COST (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 967 | $ 1,139 |
Interest cost | 242 | 285 |
Other | ||
Net cost | $ 1,209 | $ 1,424 |
EMPLOYEE BENEFITS (Details Narr
EMPLOYEE BENEFITS (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Defined benefit plan description | The Company provides a defined benefit plan of severance pay to eligible employees. The severance pay plan provides for a lump sum payment to employees on separation (retirement, resignation, death while in employment or on termination of employment) of an amount based upon the employees last drawn salary and length of service, subject to the completion of a minimum service period (1-2 years) and taking into account the provisions of local applicable law or as per employee contract. | |
Accumulated benefit obligation | $ 0.5 | $ 0.3 |
Total contributions | $ 0.9 | $ 0.8 |
SCHEDULE OF UNVESTED RESTRICTED
SCHEDULE OF UNVESTED RESTRICTED STOCK (Details) - Restricted Stock Units (RSUs) [Member] - Successors [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Restricted Shares, Unvested, Beginning Balance | 2,038,662 | 1,502,690 |
Weighted Average Grant Date Fair Value per Share, Unvested, Beginning Balance | $ 7.38 | $ 10.25 |
Number of Restricted Shares, Granted | 1,085,085 | 1,080,905 |
Weighted Average Grant Date Fair Value per Share, Granted | $ 11.93 | $ 4.96 |
Number of Restricted Shares, Vested and issued | (693,015) | (307,599) |
Weighted Average Grant Date Fair Value per Share, Vested and issued | $ 7.39 | $ 10.36 |
Number of Restricted Shares, Forfeited | (38,172) | (31,001) |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ 9.43 | $ 10.45 |
Number of Restricted Shares, Unvested, Ending Balance | 2,392,560 | 2,244,995 |
Weighted Average Grant Date Fair Value per Share, Unvested, Ending Balance | $ 9.39 | $ 7.72 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 1,561 | $ 1,635 |
Cost of Services [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 720 | 726 |
Selling, General and Administrative Expenses [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 841 | $ 909 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - Two Thousand Eighteen Long Term Incentive Plan [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Ordinary shares reserved for issuance | 5,000,000 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 20.3 | $ 15 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years 4 months 6 days | 2 years 1 month 6 days | |
Board of Directors [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Time-based and vest ratably period | 1 year | ||
Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Time-based and vest ratably period | 3 years |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE CAPITAL LEASES (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Future Minimum Lease Payments 2021 | $ 16,148 | $ 22,500 |
Future Interest Payments 2021 | 953 | 1,524 |
Total Payments 2021 | 17,101 | 24,024 |
Future Minimum Lease Payments 2022 | 3,238 | 3,236 |
Future Interest Payments 2022 | 454 | 453 |
Total Payments 2022 | 3,692 | 3,689 |
Future Minimum Lease Payments 2023 | 1,812 | 1,810 |
Future Interest Payments 2023 | 175 | 174 |
Total Payments 2023 | 1,987 | 1,984 |
Future Minimum Lease Payments 2024 | 439 | 438 |
Future Interest Payments 2024 | 21 | 21 |
Total Payments 2024 | 460 | 459 |
Future Minimum Lease Payments 2025 | ||
Future Interest Payments 2025 | ||
Total Payments 2025 | ||
Future Minimum Lease Payments Thereafter | ||
Future Interest Payments Thereafter | ||
Total Payments Thereafter | ||
Future Minimum Lease Payments Total | 21,637 | 27,984 |
Future Interest Payments Total | 1,603 | 2,172 |
Total | $ 23,240 | $ 3 |
SCHEDULE OF FUTURE MINIMUM LE_2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE OPERATING LEASES (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 14,088 | $ 21,665 |
2022 | 2,170 | 2,814 |
2023 | 1,275 | 1,998 |
2024 | 1,280 | 2,003 |
2025 | 632 | 1,355 |
Thereafter | 3,468 | 3,413 |
Total | $ 22,912 | $ 33,248 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||
Capital expenditure commitments | $ 26,100 | $ 16,100 | |
Capital lease expired date | expire between 2021 and 2023 | ||
Interest Expense | $ 3,163 | $ 4,510 | |
Rental expense | 37,400 | 34,300 | |
Due to Related Parties | 18,800 | 15,200 | |
Letters of credit outstanding amount | 17,900 | 16,900 | |
Surety bonds and other bank issued guarantees | 101,200 | 101,500 | |
Cash margin guarantees | 3,500 | 3,400 | |
Other Liabilities | 2,000 | 4,000 | |
Accounts Payable [Member] | |||
Loss Contingencies [Line Items] | |||
Due to Related Parties | 15,100 | 11,400 | |
Short-term Debt [Member] | |||
Loss Contingencies [Line Items] | |||
Due to Related Parties | 3,700 | 600 | |
Other Current Liabilities [Member] | |||
Loss Contingencies [Line Items] | |||
Due to Related Parties | 0 | 3,200 | |
Expire Between Two Thousand Twenty One And Two Thousand Twenty Three [Member] | |||
Loss Contingencies [Line Items] | |||
Capital Lease Obligations | 18,800 | 25,500 | |
Short term capital lease obligation | 16,200 | 22,300 | |
Long term capital lease obligation | 2,600 | 3,200 | |
Expire Between Two Thousand Twenty One And Two Thousand Twenty Three [Member] | Second Capital Lease [Member] | |||
Loss Contingencies [Line Items] | |||
Interest Expense | 200 | 400 | |
Expire Between Two Thousand Twenty One And Two Thousand Twenty Four [Member] | |||
Loss Contingencies [Line Items] | |||
Capital Lease Obligations | 2,800 | 3,000 | |
Short term capital lease obligation | 700 | 700 | |
Long term capital lease obligation | 2,100 | $ 2,300 | |
Expire Between Two Thousand Twenty One And Two Thousand Twenty Four [Member] | Second Capital Lease [Member] | |||
Loss Contingencies [Line Items] | |||
Interest Expense | $ 100 | $ 0 | |
Minimum [Member] | Expire Between Two Thousand Twenty One And Two Thousand Twenty Three [Member] | |||
Loss Contingencies [Line Items] | |||
Capital lease term | 24 months | ||
Capital lease imputed interest rate | 4.30% | ||
Maximum [Member] | Expire Between Two Thousand Twenty One And Two Thousand Twenty Three [Member] | |||
Loss Contingencies [Line Items] | |||
Capital lease term | 36 months | ||
Capital lease imputed interest rate | 6.50% |
EQUITY AND WARRANTS (Details Na
EQUITY AND WARRANTS (Details Narrative) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Common Stock, Shares, Outstanding | 90,852,607 | 87,777,553 |
Preferred shares issued | 0 | 0 |
Preferred shares outstanding | 0 | 0 |
Public Warrants Member | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Class of Warrant or Right, Outstanding | 35,540,380 | 35,540,380 |
Private Warrants Member | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Class of Warrant or Right, Outstanding | 0 | 0 |
Ordinary share price per shares | $ 5.75 | |
Warrants and Rights Outstanding, Maturity Date | Jun. 6, 2023 | |
Warrants and Rights Outstanding, Term | 5 years |
SCHEDULE OF RECONCILIATION OF B
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | ||
Earnings Per Share [Abstract] | ||||
Weighted Average Ordinary Shares Outstanding, Beginning Balance | 87,777,553 | 87,187,289 | 87,187,289 | |
Change in shares, SAPESCO - NESR ordinary share consideration (issued January 14, 2021) | [1] | 2,237,000 | ||
Weighted Average Ordinary Shares Outstanding, SAPESCO - NESR ordinary share consideration (issued January 14, 2021) | [1] | 2,237,000 | ||
Change in Shares, SAPESCO - Additional Earn-Out Shares (issued January 14, 2021) | [2] | 145,039 | ||
Weighted Average Ordinary Shares Outstanding, SAPESCO - Additional Earn-Out Shares (issued January 14, 2021) | [2] | 145,039 | ||
Change in Shares, Restricted Stock Vesting | 87,905 | |||
Weighted average ordinary shares outstanding, Restricted stock vesting | 35,162 | 43,943 | ||
Change in Shares, Restricted Stock Vesting | 316,781 | |||
Weighted Average Ordinary Shares Outstanding, Restricted Stock Vesting | 52,797 | |||
Change in Shares, Restricted Stock Vesting | 288,329 | |||
Weighted Average Ordinary Shares Outstanding, Restricted Stock Vesting | 41,648 | |||
Change in Shares, SAPESCO - Contingently Issuable Shares (contingency resolved at December 31, 2020) | [3] | 157,702 | ||
Weighted Average Ordinary Shares Outstanding, SAPESCO - Contingently Issuable Shares (contingency resolved at December 31, 2020) | [3] | 157,702 | ||
Change in Shares, SAPESCO - Contingently Issuable Shares (contingency resolved at March 31, 2021) | [3] | 113,216 | ||
Weighted Average Ordinary Shares Outstanding, SAPESCO - Contingently Issuable Shares (contingency resolved at March 31, 2021) | [3] | 1,257 | ||
Weighted Average Ordinary Shares Outstanding, Ending Balance | 90,448,158 | 87,231,232 | 87,777,553 | |
Undistributed & distributed earnings to common shareholders, Basic EPS - common shares | $ 11,472 | $ 11,947 | ||
Common shares, Basic EPS - common shares | 90,448,158 | 87,231,232 | ||
EPS, Basic EPS - common shares | $ 0.13 | $ 0.14 | ||
Undistributed & distributed earnings to common shareholders, Restricted Stock Units | ||||
Common shares, Restricted Stock Units | 1,115,526 | 29,232 | ||
Undistributed & distributed earnings to common shareholders, Antidilution sequencing - subtotal | $ 11,472 | $ 11,947 | ||
Common shares, Antidilution sequencing - subtotal | 91,563,684 | 87,260,464 | ||
EPS, Antidilution sequencing - subtotal | $ 0.13 | $ 0.14 | ||
ndistributed & distributed earnings to common shareholders, Decrease/(increase) in the fair value of the warrants | $ (580) | |||
Common shares, Private Warrants | ||||
Common Shares, Public Warrants | 369,574 | |||
Undistributed & distributed earnings to common shareholders, Antidilution sequencing - subtotal | $ 11,472 | $ 11,367 | ||
Common shares, Antidilution sequencing - subtotal | 91,933,258 | 87,260,464 | ||
EPS, Antidilution sequencing - subtotal | $ 0.12 | $ 0.13 | ||
Undistributed & distributed earnings to common shareholders, Diluted EPS - common shares | $ 11,472 | $ 11,367 | ||
Common shares, Diluted EPS - common shares | 91,933,258 | 87,260,464 | ||
EPS, Diluted EPS - common shares | $ 0.12 | $ 0.13 | ||
Change in shares, Restricted stock vesting | 307,599 | |||
[1] | Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 2,237,000 | |||
[2] | Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 145,039 | |||
[3] | Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 270,917 |
SCHEDULE OF RECONCILIATION OF_2
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING (Details) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Private Warrants Member | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of warrants | 0 | 1,000,000 |
Warrants, price per share | $ 5.75 | $ 5.75 |
Public Warrants Member | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of warrants | 35,540,380 | 34,540,380 |
Warrants, price per share | $ 5.75 | $ 5.75 |
Sale And Purchase Agreement [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 2,237,000,000 | |
Issuance of additional earn out shares | 145,039,000 | |
Issuance of customer receivables earn out shares | 270,917,000 |
EARNINGS PER SHARE (Details Nar
EARNINGS PER SHARE (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 905,812 | 1,622,945 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 17,400,616 | 17,770,190 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Income tax statutory rate | 0.00% | |
Effective Income Tax Rate Reconciliation, Percent | 12.00% | 17.00% |
Unrecognized Tax Benefits, Period Increase (Decrease) | $ 1 | |
Minimum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Income tax statutory rate | 10.00% | |
Maximum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Income tax statutory rate | 35.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Liabilities | $ 682,545 | $ 742,636 | |
Prime Business Solutions LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Maintenance fees payable | 300 | 300 | |
Nine Energy Service, Inc. [Member] | Coiled Tubing Equipment [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to acquire property, plant, and equipment | 300 | $ 1,100 | |
Nine Energy Service, Inc. [Member] | Coiled Tubing Equipment, Products and Services [Member] | |||
Related Party Transaction [Line Items] | |||
Liabilities | 2,600 | 3,700 | |
Basin Holdings US LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to acquire property, plant, and equipment | 10 | 12 | |
Liabilities | 0 | 0 | |
Mubbadrah Group Entities [Member] | |||
Related Party Transaction [Line Items] | |||
Operating leases, rent expense, net | 100 | 100 | |
Receivable from related party | 20 | 20 | |
Payable to releted party | $ 300 | 300 | |
Equity method investment, ownership percentage | 14.68% | ||
Heavy Equipment Manufacturing Trading LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Receivable from related party | $ 600 | $ 600 | |
Heavy Equipment Manufacturing Trading LLC [Member] | GES [Member] | |||
Related Party Transaction [Line Items] | |||
Services charges | $ 100 | 100 | |
Business Solutions LLC [Member] | Prime Business Solutions LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 100.00% | ||
Administrative service fee | $ 100 | $ 600 |
SCHEDULE OF SEGMENT REPORTING,
SCHEDULE OF SEGMENT REPORTING, INFORMATION ON REVENUES AND LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | |||
Total revenue | $ 212,426 | $ 199,299 | |
Total long-lived assets | 423,649 | $ 437,743 | |
Total operating income | 15,961 | 18,515 | |
Production Services [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 136,767 | 133,190 | |
Total long-lived assets | 286,820 | 303,625 | |
Total operating income | 14,182 | 21,328 | |
Drilling and Evaluation Services [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 75,659 | 66,109 | |
Total long-lived assets | 121,968 | 124,062 | |
Total operating income | 9,713 | 7,868 | |
Total Reportable Segments [Member] | |||
Revenue from External Customer [Line Items] | |||
Total long-lived assets | 408,788 | 427,687 | |
Total operating income | 23,895 | 29,196 | |
Unallocated Assets [Member] | |||
Revenue from External Customer [Line Items] | |||
Total long-lived assets | 14,861 | $ 10,056 | |
Unallocated Expenses [Member] | |||
Revenue from External Customer [Line Items] | |||
Total operating income | $ (7,934) | $ (10,681) |
SCHEDULE OF REVENUE FROM EXTERN
SCHEDULE OF REVENUE FROM EXTERNAL CUSTOMERS AND LONG-LIVED ASSETS, BY GEOGRAPHICAL AREAS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 212,426 | $ 199,299 | |
Total long-lived assets | 423,649 | $ 437,743 | |
Domestic (British Virgin Islands) [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | |||
Total long-lived assets | |||
MENA [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 209,785 | 196,061 | |
Total long-lived assets | 415,596 | 429,283 | |
Rest of World [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 2,641 | $ 3,238 | |
Total long-lived assets | $ 8,053 | $ 8,460 |
REPORTABLE SEGMENTS (Details Na
REPORTABLE SEGMENTS (Details Narrative) | 3 Months Ended |
Mar. 31, 2021Segments | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Action Energy Company W.L.L. [Member] $ in Millions | May 05, 2021USD ($) |
Subsequent Event [Line Items] | |
Cash Consideration | $ 36.8 |
Additional cash payment | 19.7 |
Cash consideration | 56.5 |
Additional earn out payments | $ 6.4 |