Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2021 |
Document Fiscal Period Focus | Q3 |
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 | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 101,018 | $ 75,012 |
Accounts receivable, net | 98,223 | 116,835 |
Unbilled revenue | 138,900 | 158,457 |
Service inventories | 100,757 | 94,263 |
Prepaid assets | 20,068 | 11,480 |
Retention withholdings | 43,199 | 36,773 |
Other receivables | 23,942 | 18,454 |
Other current assets | 7,391 | 3,943 |
Total current assets | 533,498 | 515,217 |
Non-current assets | ||
Property, plant and equipment, net | 466,732 | 437,743 |
Intangible assets, net | 126,323 | 110,376 |
Goodwill | 629,675 | 620,921 |
Other assets | 10,156 | 2,797 |
Total assets | 1,766,384 | 1,687,054 |
Liabilities | ||
Accounts payable | 143,753 | 144,614 |
Accrued expenses | 69,048 | 73,783 |
Current installments of long-term debt | 47,500 | |
Short-term borrowings | 96,468 | 42,360 |
Income taxes payable | 9,272 | 9,420 |
Other taxes payable | 2,142 | 11,289 |
Other current liabilities | 48,256 | 30,400 |
Total current liabilities | 368,939 | 359,366 |
Long-term debt | 330,569 | 308,614 |
Deferred tax liabilities | 17,148 | 21,070 |
Employee benefit liabilities | 25,203 | 21,515 |
Other liabilities | 35,695 | 32,071 |
Total liabilities | 777,554 | 742,636 |
Commitments and contingencies (Note 14) | ||
Equity | ||
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding at September 30, 2021 and December 31, 2020, respectively | ||
Common stock and additional paid in capital, no par value; unlimited shares authorized; 91,361,235 and 87,777,553 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 854,301 | 831,146 |
Retained earnings | 134,440 | 113,216 |
Accumulated other comprehensive income | 97 | 64 |
Total shareholders’ equity | 988,838 | 944,426 |
Non-controlling interests | (8) | (8) |
Total equity | 988,830 | 944,418 |
Total liabilities and equity | $ 1,766,384 | $ 1,687,054 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 | 91,361,235 | 87,777,553 |
Common stock, shares outstanding | 91,361,235 | 87,777,553 |
Condensed Consolidated Interim
Condensed Consolidated Interim Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 217,992 | $ 218,423 | $ 665,345 | $ 620,971 |
Cost of services | (186,095) | (177,953) | (554,337) | (500,566) |
Gross profit | 31,897 | 40,470 | 111,008 | 120,405 |
Selling, general and administrative expenses | (19,067) | (17,449) | (59,592) | (53,190) |
Amortization | (4,728) | (4,034) | (13,235) | (11,855) |
Operating income | 8,102 | 18,987 | 38,181 | 55,360 |
Interest expense, net | (3,717) | (3,793) | (10,114) | (12,468) |
Gain/(loss) on Private Warrant Liability | 558 | |||
Other income / (expense), net | (1,252) | 37 | (1,624) | (383) |
Income before income tax | 3,133 | 15,231 | 26,443 | 43,067 |
Income tax expense | (1,202) | (3,565) | (5,219) | (8,940) |
Net income | 1,931 | 11,666 | 21,224 | 34,127 |
Net income / (loss) attributable to non-controlling interests | ||||
Net income attributable to shareholders | $ 1,931 | $ 11,666 | $ 21,224 | $ 34,127 |
Weighted average shares outstanding: | ||||
Basic | 91,250,125 | 89,876,456 | 90,943,363 | 88,452,027 |
Diluted | 93,116,486 | 89,876,456 | 93,288,498 | 88,452,027 |
Net earnings per share (Note 16): | ||||
Basic | $ 0.02 | $ 0.13 | $ 0.23 | $ 0.38 |
Diluted | $ 0.02 | $ 0.13 | $ 0.23 | $ 0.38 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net income | $ 1,931 | $ 11,666 | $ 21,224 | $ 34,127 |
Other comprehensive income, net of tax | ||||
Foreign currency translation adjustments | 33 | 35 | ||
Total Comprehensive Income, net of tax | 1,931 | 11,666 | 21,257 | 34,162 |
Comprehensive income attributable to non-controlling interest | ||||
Comprehensive income attributable to shareholders | $ 1,931 | $ 11,666 | $ 21,257 | $ 34,162 |
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 beginning, value at Dec. 31, 2019 | $ 822,942 | $ 29 | $ 62,571 | $ 885,542 | $ 885,542 | |
Balance at beginning, shares at Dec. 31, 2019 | 87,187,289 | |||||
Share-based compensation expense | $ 5,842 | 5,842 | 5,842 | |||
Vesting of restricted share units | ||||||
Vesting of restricted share units, shares | 590,264 | |||||
Other | $ (3) | $ 35 | $ 32 | $ 56 | $ 88 | |
Shares issued to SAPESCO Selling Shareholders (Note 4) | ||||||
Conversion of Private Warrants to Public Warrants | $ 372 | $ 372 | $ 372 | |||
Net income | 34,127 | 34,127 | 34,127 | |||
Balance at ending, value at Sep. 30, 2020 | $ 829,153 | 64 | 96,698 | 925,915 | 56 | 925,971 |
Balance at ending, shares at Sep. 30, 2020 | 87,777,553 | |||||
Balance at beginning, value at Jun. 30, 2020 | $ 827,076 | 64 | 85,032 | 912,172 | 59 | 912,231 |
Balance at beginning, shares at Jun. 30, 2020 | 87,495,221 | |||||
Share-based compensation expense | $ 2,082 | 2,082 | 2,082 | |||
Vesting of restricted share units | ||||||
Vesting of restricted share units, shares | 282,332 | |||||
Other | $ (5) | (5) | (3) | (8) | ||
Net income | 11,666 | 11,666 | 11,666 | |||
Balance at ending, value at Sep. 30, 2020 | $ 829,153 | 64 | 96,698 | 925,915 | 56 | 925,971 |
Balance at ending, shares at Sep. 30, 2020 | 87,777,553 | |||||
Balance at beginning, value at Dec. 31, 2020 | $ 831,146 | 64 | 113,216 | 944,426 | (8) | 944,418 |
Balance at beginning, shares at Dec. 31, 2020 | 87,777,553 | |||||
Share-based compensation expense | $ 7,353 | 7,353 | 7,353 | |||
Vesting of restricted share units | ||||||
Vesting of restricted share units, shares | 935,032 | |||||
Other | 33 | 33 | 33 | |||
Shares issued to SAPESCO Selling Shareholders (Note 4) | $ 15,802 | 15,802 | 15,802 | |||
Shares issued to SAPESCO Selling Shareholders (Note 4) | 2,648,650 | |||||
Net income | 21,224 | 21,224 | 21,224 | |||
Balance at ending, value at Sep. 30, 2021 | $ 854,301 | 97 | 134,440 | 988,838 | (8) | 988,830 |
Balance at ending, shares at Sep. 30, 2021 | 91,361,235 | |||||
Balance at beginning, value at Jun. 30, 2021 | $ 851,548 | 97 | 132,509 | 984,154 | (8) | 984,146 |
Balance at beginning, shares at Jun. 30, 2021 | 91,119,218 | |||||
Share-based compensation expense | $ 2,753 | 2,753 | 2,753 | |||
Vesting of restricted share units | ||||||
Vesting of restricted share units, shares | 242,017 | |||||
Other | ||||||
Net income | 1,931 | 1,931 | 1,931 | |||
Balance at ending, value at Sep. 30, 2021 | $ 854,301 | $ 97 | $ 134,440 | $ 988,838 | $ (8) | $ 988,830 |
Balance at ending, shares at Sep. 30, 2021 | 91,361,235 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 21,224 | $ 34,127 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 96,338 | 91,783 |
Share-based compensation expense | 7,353 | 5,842 |
Loss (Gain) on disposal of assets | (1,405) | 688 |
Non-cash interest (income) expense | 537 | (118) |
Deferred tax expense (benefit) | (3,922) | (3,332) |
Allowance for (reversal of) doubtful receivables | 70 | (97) |
Provision for obsolete service inventories | 230 | 821 |
Loss (Gain) on Private Warrant liability | (558) | |
Other operating activities, net | 353 | (184) |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | 27,106 | (13,223) |
(Increase) decrease in Unbilled revenue | 20,909 | (73,505) |
(Increase) decrease in Retention withholdings | (6,186) | 13,881 |
(Increase) decrease in inventories | (4,396) | (10,755) |
(Increase) decrease in prepaid expenses | (8,278) | 2,002 |
(Increase) decrease in other current assets | (6,431) | 2,224 |
(Increase) decrease in other long-term assets and liabilities | (2,142) | (5,746) |
Increase (decrease) in accounts payable and accrued expenses | (20,087) | 40,970 |
Increase (decrease) in other current liabilities | (6,501) | 1,234 |
Net cash provided by operating activities | 114,772 | 86,054 |
Cash flows from investing activities: | ||
Capital expenditures | (50,864) | (75,448) |
Proceeds from disposal of assets | 2,127 | 1,490 |
Acquisition of business, net of cash acquired | (36,923) | (11,260) |
Other investing activities | (3,204) | (628) |
Net cash used in investing activities | (88,864) | (85,846) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 15,000 | |
Repayments of long-term debt | (26,250) | (18,472) |
Proceeds from short-term borrowings | 121,806 | 14,928 |
Repayments of short-term borrowings | (67,644) | (15,829) |
Payments on capital leases | (15,983) | (15,679) |
Payments on seller-provided financing for capital expenditures | (11,520) | (2,905) |
Other financing activities, net | (345) | |
Net cash provided by (used in) financing activities | 64 | (22,957) |
Effect of exchange rate changes on cash | 34 | 35 |
Net increase (decrease) in cash | 26,006 | (22,714) |
Cash and cash equivalents, beginning of period | 75,012 | 73,201 |
Cash and cash equivalents, end of period | 101,018 | 50,487 |
Supplemental disclosure of cash flow information (also refer Note 3): | ||
Interest paid | 7,579 | 10,152 |
Income taxes paid | $ 11,430 | $ 12,642 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 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,” or the “NPS/GES Business Combination”). 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”). On May 5, 2021, NESR again expanded its footprint within the MENA region when its NPS subsidiary acquired specific oilfield service lines of Action Energy Company W.L.L. (“Action,” the “Action 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 | 9 Months Ended |
Sep. 30, 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 allocations for the acquisitions of SAPESCO and Action, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2021: ● Purchases of property, plant, and equipment in Accounts payable and Accrued expenses at September 30, 2021 of $ 5.6 17.5 ● Capital lease obligations of $ 21.5 19.5 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 12.3 ● Obligations of $ 0.1 7,268 ● Obligations of $ 18.0 6.1 ● During the year-to-date period ended September 30, 2021, the Company issued NESR ordinary share consideration of 2,237,000 145,039 266,611 Non-cash transactions for the year-to-date period ended September 30, 2020 were as follows: ● Purchases of property, plant, and equipment in Accounts payable, Accrued expenses and Short-term borrowings at September 30, 2020 of $ 25.6 0.3 23.0 ● Capital lease obligations of $ 24.5 3.8 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 3.0 0.7 11.5 ● Obligations of $ 7.3 18.4 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 September 30, 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 and year-to-date periods ended September 30, 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 Year-to-date period ended September 30, 2020 As Previously Reported As Revised As Previously Reported As Revised Condensed Consolidated Interim Statements of Operations Gain/(loss) on warrant liability $ - $ - $ - $ 558 Income before income tax 15,231 15,231 42,509 43,067 Net income 11,666 11,666 33,569 34,127 Basic earnings per share 0.13 0.13 0.38 0.38 Diluted earnings per share 0.13 0.13 0.38 0.38 Condensed Consolidated Interim Statements of Comprehensive Income Total Comprehensive Income, net of tax 11,666 11,666 33,604 34,162 Condensed Consolidated Interim Statements Of Shareholders’ Equity Retained Earnings 101,230 96,698 101,230 96,698 Total Company Shareholders’ Equity 925,915 925,915 925,915 925,915 Total Shareholders’ Equity 925,971 925,971 925,971 925,971 Condensed Consolidated Interim Statements of Cash Flows Net income 33,569 34,127 Loss (Gain) on warrant liability - (558 ) 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 | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Action Business Combination On May 5, 2021, NESR executed the Sale and Purchase Agreement (“Action Sale and Purchase Agreement”) to acquire specific oilfield service lines of Action Energy Company W.L.L. Description of the Action Transaction Under the terms of the Action Sale & Purchase Agreement, NESR acquired the working capital, property, plant, and equipment, contract labor force, and the economic benefit of three five-year customer contracts associated with specific oilfield service lines of Action in an all-cash transaction which comprised of $ 36.8 million paid at closing and an estimated $ 17.2 million deferred consideration payment to be paid 6 months after closing. The Action Sale & Purchase Agreement also contained earn-out mechanisms that enabled the sellers to receive additional consideration after the closing of the Action Business Combination as follows: ● First Earn-Out Consideration (“First Earn-Out”) of 1% ● Second Earn-Out Consideration (“Second Earn-Out”) of 3% 66.66% ● Third Earn-Out Consideration (“Third Earn-Out”) of up to 1.12% Collectively, the First Earn-Out, Second Earn-Out, and Third Earn-Out were fair valued at $ 6.6 million as of May 5, 2021. The First Earn-Out and Second Earn-Out were determined using a discounted cash flow approach within a scenario analysis. The Third Earn-Out was valued using a Monte Carlo simulation. Financing of Action Business Combination Consideration for the Action Business Combination was funded through the following sources and transactions: ● cash and cash equivalents of $ 36.8 million; ● deferred cash consideration of $ 17.2 The following summarizes the consideration to purchase the working capital, property, plant, and equipment, contract labor force, and the economic benefit of three five-year customer contracts associated with specific oilfield service lines of Action: SCHEDULE OF CONSIDERATION TO PURCHASE ISSUED AND OUTSTANDING EQUITY INTEREST Consideration (In US$ thousands) Cash consideration $ 36,767 Deferred cash consideration 17,232 Total consideration – cash 53,999 First Earn-Out 2,824 Second Earn-Out 3,799 Third Earn-Out - Total estimated earn-out mechanisms 6,623 Preliminary consideration $ 60,622 Accounting treatment The Action 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. Action constitutes a business, with inputs, processes, and outputs. Accordingly, the acquisition of Action constitutes the acquisition of a business for purposes of ASC 805, and due to the change in control of Action was accounted for using the acquisition method. NESR recorded the fair value of assets acquired and liabilities assumed from Action. The allocation of the consideration to the tangible and intangible assets acquired and liabilities assumed, is based on various estimates. As of September 30, 2021, management was (1) finalizing fair value of purchase consideration, (2) completing physical verifications and obsolescence assessments for Service inventories, and Property, plant and equipment, (3) evaluating the fair value of Service inventories, Property, plant and equipment, and Intangible assets, (4) completing valuation procedures for certain current assets and liabilities, (5) finalizing our completeness procedures for liabilities, (6) accounting for income taxes, and (7) concluding valuation procedures for Employee benefit liabilities. As such, to the extent of these estimates, the purchase price allocation is preliminary. Management expects that these values will be finalized by the fourth quarter of 2021. Any adjustments will be recognized in the reporting period in which the adjustment amounts are determined. The following table summarizes the preliminary allocation of the purchase price allocation (in US$ thousands): SCHEDULE OF PURCHASE PRICE ALLOCATION Preliminary allocation of consideration Cash and cash equivalents $ 382 Accounts receivable 8,565 Unbilled revenue 1,352 Service inventories 2,952 Prepaid assets 310 Other receivables 89 Other current assets 1,756 Property, plant and equipment 13,605 Intangible assets 29,100 Other assets 2,054 Total identifiable assets acquired 60,165 Accounts payable 4,947 Accrued expenses 2,428 Other current liabilities 200 Employee benefit liabilities 722 Net identifiable liabilities acquired 8,297 Total fair value of net assets acquired 51,868 Goodwill 8,754 Preliminary consideration $ 60,622 All employee benefit liabilities relate to end of service benefits (Note 12). Intangible assets Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805. The preliminary 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 $ 29,100 10 years Total intangible assets $ 29,100 Goodwill As of September 30, 2021, $ 8.8 In accordance with FASB ASC Topic 350, Goodwill and Other Intangible Assets Unaudited pro-forma information The following table summarizes the preliminary supplemental consolidated results of the Company on an unaudited pro-forma basis, as if the Action Business Combination had been consummated on January 1, 2020 for the quarter and year-to-date periods ended September 30, 2021 and 2020, respectively (in US$ thousands): SCHEDULE OF UNAUDITED PROFORMA INFORMATION Quarter ended Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Revenues $ 217,992 $ 225,411 $ 673,710 $ 638,691 Net income/(loss) 1,931 12,968 21,742 35,339 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. The pro-forma results include adjustments primarily related to purchase accounting adjustments. Acquisition costs and other non-recurring charges incurred in connection with the Action Business Combination are included in the earliest period presented. Action revenue of $ 9.1 13.5 1.5 1.9 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 SAPESCO Sale & Purchase Agreement, NESR acquired 99.7% 11.0 6.0 17.0 2,237,000 11.0 6.0 2,237,000 The SAPESCO Sale & Purchase Agreement also contained earn-out mechanisms that enabled the sellers to receive additional consideration after the closing of the SAPESCO 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, the NESR Additional Share Price shall be $ 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 (zero) at June 1, 2020. Subsequently, as the Company has collected some of these amounts and disbursed 266,611 shares to the SAPESCO selling shareholders. The Company has recorded $ 0.1 million of Other Current Liabilities as of September 30, 2021 relating primarily to the expected issuance of 7,268 Customer Receivables Earn-Out Shares later in 2021. Financing of SAPESCO Business Combination Consideration for the SAPESCO 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% of the issued and outstanding equity interests of SAPESCO: 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 Accounting treatment The SAPESCO 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): 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): Fair Value Total Useful Life (In US$ thousands) Customer relationships $ 2,900 8 years Trademarks and trade names 440 2 years Total intangible assets $ 3,340 Goodwill As of September 30, 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 SAPESCO Business Combination had been consummated on January 1, 2019 for the quarter and year-to-date periods ended September 30, 2020 (in US$ thousands): Quarter ended Year-to-date period ended September 30, 2020 September 30, 2020 Revenues $ 218,423 $ 639,667 Net income/(loss) 12,264 31,448 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 SAPESCO Business Combination are included in the earliest period presented. SAPESCO revenue of $ 15.0 46.3 2.0 9.6 |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 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 Year-to-date period ended Revenue by Phase in Well’s Lifecycle: September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Production Services $ 138,060 $ 148,292 $ 427,497 $ 420,516 Drilling and Evaluation Services 79,932 70,131 237,848 200,455 Total revenue by phase in well’s life cycle $ 217,992 $ 218,423 $ 665,345 $ 620,971 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 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 September 30, 2021 December 31, 2020 Trade receivables $ 99,662 $ 118,557 Less: allowance for doubtful accounts (1,439 ) (1,722 ) Total $ 98,223 $ 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 September 30, 2021 and December 31, 2020 were $ 99.7 118.6 million, respectively. The movement in the allowance for doubtful accounts is as follows (in US$ thousands): SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS Quarter ended Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Allowance for doubtful accounts at beginning of period $ (1,655 ) $ (2,365 ) $ (1,722 ) $ (1,843 ) (Increase) decrease to allowance for the period 216 233 (70 ) 259 (Recovery) write-off of doubtful accounts - 182 353 343 Non-cash reclass of allowance for doubtful accounts from unbilled revenue to accounts receivable - (45 ) - (754 ) Allowance for doubtful accounts at end of period $ (1,439 ) $ (1,995 ) $ (1,439 ) $ (1,995 ) |
SERVICE INVENTORIES
SERVICE INVENTORIES | 9 Months Ended |
Sep. 30, 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 September 30, December 31, 2021 2020 Spare parts $ 61,314 $ 54,709 Chemicals 24,380 24,422 Consumables 15,063 15,132 Total $ 100,757 $ 94,263 |
PROPERTY, PLANT & EQUIPMENT
PROPERTY, PLANT & EQUIPMENT | 9 Months Ended |
Sep. 30, 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) September 30, 2021 December 31, 2020 Buildings and leasehold improvements 5 to 25 $ 40,594 $ 31,827 Drilling rigs, plant and equipment 3 to 15 622,302 534,964 Furniture and fixtures 5 2,515 2,282 Office equipment and tools 3 to 10 40,339 39,174 Vehicles and cranes 5 to 8 7,586 7,429 Less: Accumulated depreciation (261,500 ) (193,261 ) Land 5,104 5,104 Capital work in progress 9,792 10,224 Total $ 466,732 $ 437,743 The Company recorded depreciation expense of $ 29.3 28.0 million, $ 83.1 79.8 million for the quarter ended September 30, 2021, the quarter ended September 30, 2020, the year-to-date period ended September 30, 2021, and the year-to-date period ended September 30, 2020, respectively, in the Condensed Consolidated Interim Statement of Operations. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 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 September 30, 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 Action Business Combination 5,118 3,636 8,754 Balance as of September 30, 2021 $ 448,575 $ 181,100 $ 629,675 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 10.0 Trademarks and trade names 7.9 Total intangible assets 9.7 The details of our intangible assets subject to amortization are set forth below (in US$ thousands): SCHEDULE OF INTANGIBLE ASSETS SUBJECT TO AMORTIZATION September 30, 2021 December 31, 2020 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Customer contracts & relationships $ 153,500 $ (42,383 ) $ 111,117 $ 124,400 $ (31,685 ) $ 92,715 Trademarks and trade names 25,940 (10,734 ) 15,206 25,940 (8,279 ) 17,661 Total intangible assets $ 179,440 $ (53,117 ) $ 126,323 $ 150,340 $ (39,964 ) $ 110,376 The aggregate amortization expense remaining for each of the five years subsequent to December 31, 2020 is $ 4.7 18.7 18.6 18.6 18.6 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 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 September 30, 2021 December 31, 2020 Secured Term Loan $ 258,750 $ 285,000 Secured Revolving Credit Facility 65,000 65,000 CIB Long-Term Debt 10,000 10,000 Less: unamortized debt issuance costs (3,181 ) (3,886 ) Total loans and borrowings 330,569 356,114 Less: current installments of long-term debt (1) - (47,500 ) Long-term debt, net of unamortized debt issuance costs and excluding current installments $ 330,569 $ 308,614 (1) As discussed in Note 20, Subsequent Events, during the fourth quarter of 2021, the Company entered into a $ 860 860 430 350 80 No payments are due on the term loan until the first quarter of 2023 Secured Facilities Agreement On May 5, 2019, the Company entered into a $ 450.0 35.0 40.0 485.0 525.0 501.3 492.8 The $ 492.8 258.8 May 6, 2025 65.0 May 6, 2023 169.0 2.4 2.7 2.6 2.6 258.8 285.0 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 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 $ 169.0 151.3 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. 160.2 129.4 8.8 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 18.1 18.5 6.7 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 2.3 Short-term debt The Company’s short-term debt obligations consist of the following (in US$ thousands): SCHEDULE OF SHORT TERM DEBT OBLIGATIONS September 30, 2021 December 31, 2020 CIB Short-Term Debt $ 871 $ 2,125 ABK Short-Term Debt - 2,252 HSBC Loan Line 36,000 - Other short-term borrowings from working capital facilities 59,597 37,983 Short-term debt, excluding current installments of long-term debt $ 96,468 $ 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 September 30, 2021, and December 31, 2020, the CIB Short-Term Debt resulted in an interest rate of 2.4 2.3 10 10.0 0.9 0.0 0.0 7.9 0.6 2 10 6.6 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. The ABK Short-Term Debt facilities include a $ 3.0 million U.S. Dollar time loan facility and $ 0.2 million U.S. dollars in letters of guarantee. The ABK Short-Term Debt accrues interest at 1.65% per annum over The Central Bank of Egypt’s Corridor Offer Rate. As of September 30, 2021, and December 31, 2020, this resulted in an interest rate of 11 11 0.0 0.1 3.0 0.1 2.3 0.2 0.8 0.0 respectively HSBC Loan Line On May 3, 2021, the Company borrowed $ 9.9 3 3.1 % during the term of the loan. The Company repaid the $ 9.9 On August 9, 2021, the Company borrowed an additional $ 36.0 9.9 36 December 4, 2021 2.4 2.5 Other debt information Scheduled principal payments of long-term debt for periods subsequent to September 30, 2021 are as follows (in US$ thousands): SCHEDULE PRINCIPAL PAYMENTS OF LONG TERM DEBT 2021 2021 $ 21,250 2022 45,000 2023 110,000 2024 45,000 2025 112,500 Thereafter - Total $ 333,750 As part of the SAPESCO transaction, the Company also assumed other working capital facilities totaling $ 0.6 0.6 0.0 In the third quarter of 2021, the Company obtained a $ 3.0 3.0 |
FAIR VALUE ACCOUNTING
FAIR VALUE ACCOUNTING | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 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 Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Beginning Balance $ - $ - $ - $ (930 ) Change in Private Warrant liability - - - 930 Ending Balance $ - $ - $ - $ - The Company’s other financial instruments consist of cash and cash equivalents, accounts receivable, unbilled revenue, accounts payable, contingent consideration assumed in the Action transaction (Note 4), 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Quarter ended Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Service cost $ 1,640 $ 855 $ 3,706 $ 2,755 Interest cost 410 214 927 689 Other - - - - Net cost $ 2,050 $ 1,069 $ 4,633 $ 3,444 The Company made employer contributions (direct payment of benefits) to its defined benefit plan of $ 0.6 0.1 2.0 0.1 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 Interim Statement of Operations as incurred. Total contributions were of $ 0.9 0.8 2.8 2.4 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 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 September 30, 2021 September 30, 2020 Number of Restricted Shares Weighted Average Value per Share Number of Restricted Shares Weighted Average Value per Share Unvested at Beginning of Period 2,357,225 $ 9.43 2,244,662 $ 7.72 Granted 191,250 $ 11.5 39,000 $ 8.46 Vested and issued (242,017 ) $ 9.92 (282,332 ) $ 9.98 Forfeited (64,172 ) $ 9.75 (12,001 ) $ 8.60 Unvested at End of Period 2,242,286 $ 9.47 1,989,329 $ 7.41 Year-to-date period ended September 30, 2021 September 30, 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 1,502,590 $ 10.25 Granted 1,284,335 $ 11.89 1,119,905 $ 5.16 Vested and issued (935,032 ) $ 8.04 (590,264 ) $ 10.18 Forfeited (145,679 ) $ 9.25 (43,002 ) $ 9.74 Unvested at End of Period 2,242,286 $ 9.47 1,989,329 $ 7.41 At September 30, 2021 and 2020, the Company had unrecognized compensation expense of $ 16.3 11.2 2.1 1.8 SCHEDULE OF STOCK-BASED COMPENSATION Quarter ended Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Cost of Services $ 1,316 $ 938 $ 3,494 $ 2,604 Selling, general and administrative expenses 1,437 1,141 3,859 3,237 Net cost $ 2,753 $ 2,079 $ 7,353 $ 5,841 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Capital expenditure commitments The Company was committed to incur capital expenditures of $ 41.5 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 9.5 25.5 7.5 22.3 2.0 3.2 0.1 0.4 0.4 1.2 The Company also leases certain equipment in Egypt under capital leases that expire between 2021 and 2024. 2.5 3.0 0.8 0.7 1.7 2.3 0.2 0.2 0.4 0.2 The Company also leases certain basecamp equipment in Saudi Arabia under a capital lease that expires in 2023 2.5 29.0 0.0 13.2 0.0 15.8 0.0 11.3 0.2 0.0 0.3 0.0 Future minimum lease payments and future interest payments under non-cancellable equipment capital leases at September 30, 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 September 30, 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 $ 13,072 $ 810 $ 13,882 $ 22,500 $ 1,524 $ 24,024 2022 12,154 915 13,069 3,236 453 3,689 2023 15,383 255 15,638 1,810 174 1,984 2024 440 21 461 438 21 459 2025 - - - - - - Thereafter - - - - - - Total $ 41,049 $ 2,001 $ 43,050 $ 27,984 $ 2,172 $ 30,156 Operating lease commitments Future minimum lease commitments under non-cancellable operating leases with initial or remaining terms of one year or more at September 30, 2021 and December 31, 2020, respectively, are payable as follows (in US$ thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE OPERATING LEASES September 30, 2021 December 31, 2020 2021 $ 1,346 $ 21,665 2022 2,988 2,814 2023 2,072 1,998 2024 1,413 2,003 2025 632 1,355 Thereafter 3,468 3,413 Total $ 11,919 $ 33,248 The Company recorded rental expense of $ 34.9 million, $ 34.9 million, $ 115.2 million and $ 103.8 million for the quarter ended September 30, 2021, the quarter ended September 30, 2020, the year-to-date period ended September 30, 2021, and the year-to-date period ended September 30, 2020, respectively, in the Condensed Consolidated Interim Statement of Operations. 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 September 30, 2021, and December 31, 2020, were $ 12.3 15.2 12.3 11.4 0.6 3.2 The Company had outstanding letters of credit amounting to $ 22.9 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 $ 107.2 101.5 4.2 3.4 As of September 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2021 and December 31, 2020, there were 91,361,235 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 September 30, 2021, and December 31, 2020, there were no Public and Private Warrants As of both September 30, 2021 and December 31, 2020, there were 35,540,380 5.75 September 6, 2023 five years 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 September 30, 2021 and December 31, 2020, there were no Private Warrants outstanding. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Under ASC 260, Earnings per Share ● 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 ● The two-class method, assuming a participating security or second class of common stock is not exercised or converted Quarter and year-to-date periods ended September 30, 2021 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): SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING Date Transaction Detail Change in Shares Quarter ended September 30, 2021 Weighted Average Ordinary Shares Outstanding June 30, 2021 Beginning Balance 91,126,486 August 14, 2021 Restricted Stock Vesting 242,017 123,639 September 30, 2021 Ending Balance 91,250,125 Date Transaction Detail Change in Shares Year-to-date period ended September 30, 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 70,517 March 16, 2021 Restricted Stock Vesting 316,781 229,753 March 18, 2021 Restricted Stock Vesting 288,329 207,005 December 31, 2020 SAPESCO - Contingently Issuable Shares (contingency resolved at December 31, 2020; all but 7,268 issued on June 8, 2021) (3) 157,702 157,702 March 31, 2021 SAPESCO - Contingently Issuable Shares (contingency resolved at March 31, 2021; issued on June 8, 2021) (3) 113,215 75,891 June 8, 2021 SAPESCO - Customer Receivables Earn-Out Shares (contingency resolved and issued both on June 8, 2021) 2,962 1,237 August 14, 2021 Restricted Stock Vesting 242,017 41,666 September 30, 2021 Ending Balance 90,943,363 (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 Quarter ended Year-to-date period ended Undistributed & distributed earnings to common shareholders Common shares EPS Undistributed & distributed earnings to common shareholders Common shares EPS Basic EPS - common shares $ 1,931 91,250,125 $ 0.02 $ 21,224 90,943,364 $ 0.23 Restricted Stock Units - 891,775 - 976,002 Antidilution sequencing - subtotal 1,931 92,141,900 $ 0.02 21,224 91,919,366 $ 0.23 Decrease/(increase) in the fair value of the warrants - - 0 (zero) Private Warrants $5.75 per half share - - 35,540,380 Public Warrants $5.75 per half share 974,586 1,369,132 Antidilution sequencing - subtotal 1,931 93,116,486 $ 0.02 21,224 93,288,498 $ 0.23 Diluted EPS - common shares $ 1,931 93,116,486 $ 0.02 $ 21,224 93,288,498 $ 0.23 Warrants that could be converted into as many as 16,795,604 16,401,058 1,340,984 1,227,646 Quarter and year-to- date periods ended September 30, 2020 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): Date Transaction Detail Change in Shares Quarter ended September 30, 2020 June 30, 2020 Beginning Balance 87,495,221 June 1, 2020 Shares to be issued in SAPESCO transaction (Note 5) (1) 2,237,000 2,237,000 August 14, 2020 Vesting of restricted share units 282,332 144,235 September 30, 2020 Ending Balance 89,876,456 (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 Date Transaction Detail Change in Shares Year-to-date period ended September 30, 2020 December 31, 2019 Beginning Balance 87,187,289 March 18, 2020 Restricted stock vesting 307,932 220,273 June 1, 2020 Shares to be issued in SAPESCO transaction (Note 5) (1) 2,237,000 996,036 August 14, 2020 Restricted stock vesting 282,332 48,429 September 30, 2020 Ending Balance 88,452,027 (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 Quarter ended Year-to-date period ended Shares for Use in Allocation of Participating Earnings: September 30, 2020 September 30, 2020 Weighted average ordinary shares outstanding 89,876,456 88,452,027 Non-vested, participating restricted shares 869,424 869,424 Shares for use in allocation of participating earnings 90,745,880 89,321,451 Basic earnings per share (EPS): SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE Quarter ended Year-to-date Period Ended September 30, 2020 September 30, 2020 Net income $ 11,666 $ 34,127 Less dividends to: Ordinary Shares - - Non-vested participating shares - - Total Undistributed Earnings $ 11,666 $ 34,127 Quarter ended Year-to-date period ended September 30, 2020 September 30, 2020 Allocation of undistributed earnings to Ordinary Shares $ 11,554 $ 33,795 Allocation of undistributed earnings to Non-vested Shares 112 332 Total Undistributed Earnings $ 11,666 $ 34,127 Quarter ended Year-to-date period ended Ordinary Shares: September 30, 2020 September 30, 2020 Distributed Earnings $ - $ - Undistributed Earnings 0.13 0.38 Total $ 0.13 $ 0.38 Diluted earnings per share (EPS): Quarter ended Year-to-date period ended September 30, 2020 Ordinary shares Undistributed & distributed earnings to ordinary shareholders Ordinary shares EPS Undistributed & distributed earnings to ordinary shareholders Ordinary shares EPS Basic EPS $ 11,554 89,876,456 $ 0.13 $ 33,795 88,452,027 $ 0.38 Add-back: Undistributed earnings allocated to non-vested shareholders 112 - 332 - 0 (zero) Private Warrants $5.75 per half share (anti-dilutive) (1) - - - - 35,540,380 Public Warrants $5.75 per half share (anti-dilutive) (1) - - - - Less: Undistributed earnings reallocated to non-vested shareholders (112 ) - (332 ) - Diluted EPS — Ordinary shares $ 11,554 89,876,456 $ 0.13 $ 33,795 88,452,027 $ 0.38 (1) Non-participating warrants that could be converted into as many as 17,770,190 1,119,905 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 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 42 The Company’s effective tax rate was 38 23 20 21 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 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 $ 0.06 0.06 0.2 0.2 0.3 0.3 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 $ 0.03 0.04 0.05 0.08 0.6 0.6 Prime Business Solutions LLC (“PBS”) PBS is 100 % owned by Mubbadrah Business Solutions LLC and is involved in the development and maintenance of Enterprise Resource Planning (“ERP”) systems. PBS has developed and implemented the GEARS (ERP) system for GES and is currently engaged to maintain it. Charges totaling $ 0.1 0.1 0.4 0.9 0.7 0.3 Nine Energy Service, Inc. (“Nine”) The Company purchased $ 0.3 0.1 1.1 1.5 1.5 3.7 Basin Holdings US LLC (“Basin”) The Company purchased $ 0.3 1.1 0.6 1.6 0.2 0.0 |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 9 Months Ended |
Sep. 30, 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 and year-to-date periods ended September 30, 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 Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Reportable Segment: Production Services $ 138,060 $ 148,292 $ 427,497 $ 420,516 Drilling and Evaluation Services 79,932 70,131 237,848 200,455 Total revenue $ 217,992 $ 218,423 $ 665,345 $ 620,971 Long-lived assets September 30, 2021 December 31, 2020 Reportable Segment: Production Services $ 322,325 $ 303,625 Drilling and Evaluation Services 125,635 124,062 Total Reportable Segments 447,960 427,687 Unallocated assets 18,772 10,056 Total long-lived assets $ 466,732 $ 437,743 Operating income Quarter ended Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Reportable Segment: Production Services $ 10,625 $ 21,425 $ 42,822 $ 62,970 Drilling and Evaluation Services 7,084 7,377 25,355 23,579 Total Reportable Segments 17,709 28,802 68,177 86,549 Unallocated expenses (9,607 ) (9,815 ) (29,996 ) (31,189 ) Total operating income $ 8,102 $ 18,987 $ 38,181 $ 55,360 Revenue by geographic area SCHEDULE OF REVENUE FROM EXTERNAL CUSTOMERS AND LONG-LIVED ASSETS, BY GEOGRAPHICAL AREAS Quarter ended Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Geographic Area: Domestic (British Virgin Islands) $ - $ - $ - $ - MENA 215,557 215,762 657,890 612,560 Rest of World 2,435 2,661 7,455 8,411 Total revenue $ 217,992 $ 218,423 $ 665,345 $ 620,971 Long-lived assets by geographic area September 30, 2021 December 31, 2020 Geographic area: Domestic (British Virgin Islands) $ $ - MENA 458,447 429,283 Rest of World 8,285 8,460 Total long-lived assets $ 466,732 $ 437,743 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS During the fourth quarter of 2021, the Company entered into a $ 860 860 430 350 80 No payments are due on the term loan until the first quarter of 2023 Borrowings under the term and revolving facilities will incur interest at the rate of three-month LIBOR plus 2.6% to 3.0% per annum, varying based on the Company’s Net Debt / EBITDA ratio. Covenants will include 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Supplemental cash flow information | Supplemental cash flow information Non-cash transactions were as follows as of September 30, 2021: ● Purchases of property, plant, and equipment in Accounts payable and Accrued expenses at September 30, 2021 of $ 5.6 17.5 ● Capital lease obligations of $ 21.5 19.5 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 12.3 ● Obligations of $ 0.1 7,268 ● Obligations of $ 18.0 6.1 ● During the year-to-date period ended September 30, 2021, the Company issued NESR ordinary share consideration of 2,237,000 145,039 266,611 Non-cash transactions for the year-to-date period ended September 30, 2020 were as follows: ● Purchases of property, plant, and equipment in Accounts payable, Accrued expenses and Short-term borrowings at September 30, 2020 of $ 25.6 0.3 23.0 ● Capital lease obligations of $ 24.5 3.8 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 3.0 0.7 11.5 ● Obligations of $ 7.3 18.4 |
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 September 30, 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 and year-to-date periods ended September 30, 2020 | Correction of Warrant Accounting for the quarter and year-to-date periods ended September 30, 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 Year-to-date period ended September 30, 2020 As Previously Reported As Revised As Previously Reported As Revised Condensed Consolidated Interim Statements of Operations Gain/(loss) on warrant liability $ - $ - $ - $ 558 Income before income tax 15,231 15,231 42,509 43,067 Net income 11,666 11,666 33,569 34,127 Basic earnings per share 0.13 0.13 0.38 0.38 Diluted earnings per share 0.13 0.13 0.38 0.38 Condensed Consolidated Interim Statements of Comprehensive Income Total Comprehensive Income, net of tax 11,666 11,666 33,604 34,162 Condensed Consolidated Interim Statements Of Shareholders’ Equity Retained Earnings 101,230 96,698 101,230 96,698 Total Company Shareholders’ Equity 925,915 925,915 925,915 925,915 Total Shareholders’ Equity 925,971 925,971 925,971 925,971 Condensed Consolidated Interim Statements of Cash Flows Net income 33,569 34,127 Loss (Gain) on warrant liability - (558 ) 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) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF RESTATEMENT | SCHEDULE OF RESTATEMENT Quarter ended Year-to-date period ended September 30, 2020 As Previously Reported As Revised As Previously Reported As Revised Condensed Consolidated Interim Statements of Operations Gain/(loss) on warrant liability $ - $ - $ - $ 558 Income before income tax 15,231 15,231 42,509 43,067 Net income 11,666 11,666 33,569 34,127 Basic earnings per share 0.13 0.13 0.38 0.38 Diluted earnings per share 0.13 0.13 0.38 0.38 Condensed Consolidated Interim Statements of Comprehensive Income Total Comprehensive Income, net of tax 11,666 11,666 33,604 34,162 Condensed Consolidated Interim Statements Of Shareholders’ Equity Retained Earnings 101,230 96,698 101,230 96,698 Total Company Shareholders’ Equity 925,915 925,915 925,915 925,915 Total Shareholders’ Equity 925,971 925,971 925,971 925,971 Condensed Consolidated Interim Statements of Cash Flows Net income 33,569 34,127 Loss (Gain) on warrant liability - (558 ) 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) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF CONSIDERATION TO PURCHASE ISSUED AND OUTSTANDING EQUITY INTEREST | SCHEDULE OF CONSIDERATION TO PURCHASE ISSUED AND OUTSTANDING EQUITY INTEREST Consideration (In US$ thousands) Cash consideration $ 36,767 Deferred cash consideration 17,232 Total consideration – cash 53,999 First Earn-Out 2,824 Second Earn-Out 3,799 Third Earn-Out - Total estimated earn-out mechanisms 6,623 Preliminary consideration $ 60,622 The following summarizes the consideration to purchase 99.7% of the issued and outstanding equity interests of SAPESCO: 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 |
SCHEDULE OF PURCHASE PRICE ALLOCATION | The following table summarizes the preliminary allocation of the purchase price allocation (in US$ thousands): SCHEDULE OF PURCHASE PRICE ALLOCATION Preliminary allocation of consideration Cash and cash equivalents $ 382 Accounts receivable 8,565 Unbilled revenue 1,352 Service inventories 2,952 Prepaid assets 310 Other receivables 89 Other current assets 1,756 Property, plant and equipment 13,605 Intangible assets 29,100 Other assets 2,054 Total identifiable assets acquired 60,165 Accounts payable 4,947 Accrued expenses 2,428 Other current liabilities 200 Employee benefit liabilities 722 Net identifiable liabilities acquired 8,297 Total fair value of net assets acquired 51,868 Goodwill 8,754 Preliminary consideration $ 60,622 The following table summarizes the final allocation of the purchase price allocation (in US$ thousands): 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 preliminary 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 $ 29,100 10 years Total intangible assets $ 29,100 The final allocation to intangible assets is as follows (in US$ thousands): Fair Value Total Useful Life (In US$ thousands) Customer relationships $ 2,900 8 years Trademarks and trade names 440 2 years Total intangible assets $ 3,340 |
SCHEDULE OF UNAUDITED PROFORMA INFORMATION | The following table summarizes the preliminary supplemental consolidated results of the Company on an unaudited pro-forma basis, as if the Action Business Combination had been consummated on January 1, 2020 for the quarter and year-to-date periods ended September 30, 2021 and 2020, respectively (in US$ thousands): SCHEDULE OF UNAUDITED PROFORMA INFORMATION Quarter ended Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Revenues $ 217,992 $ 225,411 $ 673,710 $ 638,691 Net income/(loss) 1,931 12,968 21,742 35,339 The following table summarizes the supplemental consolidated results of the Company on an unaudited pro-forma basis, as if the SAPESCO Business Combination had been consummated on January 1, 2019 for the quarter and year-to-date periods ended September 30, 2020 (in US$ thousands): Quarter ended Year-to-date period ended September 30, 2020 September 30, 2020 Revenues $ 218,423 $ 639,667 Net income/(loss) 12,264 31,448 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 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 Year-to-date period ended Revenue by Phase in Well’s Lifecycle: September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Production Services $ 138,060 $ 148,292 $ 427,497 $ 420,516 Drilling and Evaluation Services 79,932 70,131 237,848 200,455 Total revenue by phase in well’s life cycle $ 217,992 $ 218,423 $ 665,345 $ 620,971 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2021 December 31, 2020 Trade receivables $ 99,662 $ 118,557 Less: allowance for doubtful accounts (1,439 ) (1,722 ) Total $ 98,223 $ 116,835 |
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS | SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS Quarter ended Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Allowance for doubtful accounts at beginning of period $ (1,655 ) $ (2,365 ) $ (1,722 ) $ (1,843 ) (Increase) decrease to allowance for the period 216 233 (70 ) 259 (Recovery) write-off of doubtful accounts - 182 353 343 Non-cash reclass of allowance for doubtful accounts from unbilled revenue to accounts receivable - (45 ) - (754 ) Allowance for doubtful accounts at end of period $ (1,439 ) $ (1,995 ) $ (1,439 ) $ (1,995 ) |
SERVICE INVENTORIES (Tables)
SERVICE INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, December 31, 2021 2020 Spare parts $ 61,314 $ 54,709 Chemicals 24,380 24,422 Consumables 15,063 15,132 Total $ 100,757 $ 94,263 |
PROPERTY, PLANT & EQUIPMENT (Ta
PROPERTY, PLANT & EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 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) September 30, 2021 December 31, 2020 Buildings and leasehold improvements 5 to 25 $ 40,594 $ 31,827 Drilling rigs, plant and equipment 3 to 15 622,302 534,964 Furniture and fixtures 5 2,515 2,282 Office equipment and tools 3 to 10 40,339 39,174 Vehicles and cranes 5 to 8 7,586 7,429 Less: Accumulated depreciation (261,500 ) (193,261 ) Land 5,104 5,104 Capital work in progress 9,792 10,224 Total $ 466,732 $ 437,743 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 Action Business Combination 5,118 3,636 8,754 Balance as of September 30, 2021 $ 448,575 $ 181,100 $ 629,675 |
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 10.0 Trademarks and trade names 7.9 Total intangible assets 9.7 |
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 September 30, 2021 December 31, 2020 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Customer contracts & relationships $ 153,500 $ (42,383 ) $ 111,117 $ 124,400 $ (31,685 ) $ 92,715 Trademarks and trade names 25,940 (10,734 ) 15,206 25,940 (8,279 ) 17,661 Total intangible assets $ 179,440 $ (53,117 ) $ 126,323 $ 150,340 $ (39,964 ) $ 110,376 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG TERM DEBT OBLIGATIONS | The Company’s long-term debt obligations consist of the following (in US$ thousands): SCHEDULE OF LONG TERM DEBT OBLIGATIONS September 30, 2021 December 31, 2020 Secured Term Loan $ 258,750 $ 285,000 Secured Revolving Credit Facility 65,000 65,000 CIB Long-Term Debt 10,000 10,000 Less: unamortized debt issuance costs (3,181 ) (3,886 ) Total loans and borrowings 330,569 356,114 Less: current installments of long-term debt (1) - (47,500 ) Long-term debt, net of unamortized debt issuance costs and excluding current installments $ 330,569 $ 308,614 (1) As discussed in Note 20, Subsequent Events, during the fourth quarter of 2021, the Company entered into a $ 860 860 430 350 80 No payments are due on the term loan until the first quarter of 2023 |
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 September 30, 2021 December 31, 2020 CIB Short-Term Debt $ 871 $ 2,125 ABK Short-Term Debt - 2,252 HSBC Loan Line 36,000 - Other short-term borrowings from working capital facilities 59,597 37,983 Short-term debt, excluding current installments of long-term debt $ 96,468 $ 42,360 |
SCHEDULE PRINCIPAL PAYMENTS OF LONG TERM DEBT | Scheduled principal payments of long-term debt for periods subsequent to September 30, 2021 are as follows (in US$ thousands): SCHEDULE PRINCIPAL PAYMENTS OF LONG TERM DEBT 2021 2021 $ 21,250 2022 45,000 2023 110,000 2024 45,000 2025 112,500 Thereafter - Total $ 333,750 |
FAIR VALUE ACCOUNTING (Tables)
FAIR VALUE ACCOUNTING (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 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 Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Beginning Balance $ - $ - $ - $ (930 ) Change in Private Warrant liability - - - 930 Ending Balance $ - $ - $ - $ - |
EMPLOYEE BENEFITS (Tables)
EMPLOYEE BENEFITS (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Quarter ended Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Service cost $ 1,640 $ 855 $ 3,706 $ 2,755 Interest cost 410 214 927 689 Other - - - - Net cost $ 2,050 $ 1,069 $ 4,633 $ 3,444 The Company made employer contributions (direct payment of benefits) to its defined benefit plan of $ 0.6 0.1 2.0 0.1 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 Interim Statement of Operations as incurred. Total contributions were of $ 0.9 0.8 2.8 2.4 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2021 September 30, 2020 Number of Restricted Shares Weighted Average Value per Share Number of Restricted Shares Weighted Average Value per Share Unvested at Beginning of Period 2,357,225 $ 9.43 2,244,662 $ 7.72 Granted 191,250 $ 11.5 39,000 $ 8.46 Vested and issued (242,017 ) $ 9.92 (282,332 ) $ 9.98 Forfeited (64,172 ) $ 9.75 (12,001 ) $ 8.60 Unvested at End of Period 2,242,286 $ 9.47 1,989,329 $ 7.41 Year-to-date period ended September 30, 2021 September 30, 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 1,502,590 $ 10.25 Granted 1,284,335 $ 11.89 1,119,905 $ 5.16 Vested and issued (935,032 ) $ 8.04 (590,264 ) $ 10.18 Forfeited (145,679 ) $ 9.25 (43,002 ) $ 9.74 Unvested at End of Period 2,242,286 $ 9.47 1,989,329 $ 7.41 |
SCHEDULE OF STOCK-BASED COMPENSATION | SCHEDULE OF STOCK-BASED COMPENSATION Quarter ended Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Cost of Services $ 1,316 $ 938 $ 3,494 $ 2,604 Selling, general and administrative expenses 1,437 1,141 3,859 3,237 Net cost $ 2,753 $ 2,079 $ 7,353 $ 5,841 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 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 $ 13,072 $ 810 $ 13,882 $ 22,500 $ 1,524 $ 24,024 2022 12,154 915 13,069 3,236 453 3,689 2023 15,383 255 15,638 1,810 174 1,984 2024 440 21 461 438 21 459 2025 - - - - - - Thereafter - - - - - - Total $ 41,049 $ 2,001 $ 43,050 $ 27,984 $ 2,172 $ 30,156 |
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 September 30, 2021 and December 31, 2020, respectively, are payable as follows (in US$ thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE OPERATING LEASES September 30, 2021 December 31, 2020 2021 $ 1,346 $ 21,665 2022 2,988 2,814 2023 2,072 1,998 2024 1,413 2,003 2025 632 1,355 Thereafter 3,468 3,413 Total $ 11,919 $ 33,248 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 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): SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING Date Transaction Detail Change in Shares Quarter ended September 30, 2021 Weighted Average Ordinary Shares Outstanding June 30, 2021 Beginning Balance 91,126,486 August 14, 2021 Restricted Stock Vesting 242,017 123,639 September 30, 2021 Ending Balance 91,250,125 Date Transaction Detail Change in Shares Year-to-date period ended September 30, 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 70,517 March 16, 2021 Restricted Stock Vesting 316,781 229,753 March 18, 2021 Restricted Stock Vesting 288,329 207,005 December 31, 2020 SAPESCO - Contingently Issuable Shares (contingency resolved at December 31, 2020; all but 7,268 issued on June 8, 2021) (3) 157,702 157,702 March 31, 2021 SAPESCO - Contingently Issuable Shares (contingency resolved at March 31, 2021; issued on June 8, 2021) (3) 113,215 75,891 June 8, 2021 SAPESCO - Customer Receivables Earn-Out Shares (contingency resolved and issued both on June 8, 2021) 2,962 1,237 August 14, 2021 Restricted Stock Vesting 242,017 41,666 September 30, 2021 Ending Balance 90,943,363 (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 Quarter ended Year-to-date period ended Undistributed & distributed earnings to common shareholders Common shares EPS Undistributed & distributed earnings to common shareholders Common shares EPS Basic EPS - common shares $ 1,931 91,250,125 $ 0.02 $ 21,224 90,943,364 $ 0.23 Restricted Stock Units - 891,775 - 976,002 Antidilution sequencing - subtotal 1,931 92,141,900 $ 0.02 21,224 91,919,366 $ 0.23 Decrease/(increase) in the fair value of the warrants - - 0 (zero) Private Warrants $5.75 per half share - - 35,540,380 Public Warrants $5.75 per half share 974,586 1,369,132 Antidilution sequencing - subtotal 1,931 93,116,486 $ 0.02 21,224 93,288,498 $ 0.23 Diluted EPS - common shares $ 1,931 93,116,486 $ 0.02 $ 21,224 93,288,498 $ 0.23 Warrants that could be converted into as many as 16,795,604 16,401,058 1,340,984 1,227,646 Quarter and year-to- date periods ended September 30, 2020 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): Date Transaction Detail Change in Shares Quarter ended September 30, 2020 June 30, 2020 Beginning Balance 87,495,221 June 1, 2020 Shares to be issued in SAPESCO transaction (Note 5) (1) 2,237,000 2,237,000 August 14, 2020 Vesting of restricted share units 282,332 144,235 September 30, 2020 Ending Balance 89,876,456 (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 Date Transaction Detail Change in Shares Year-to-date period ended September 30, 2020 December 31, 2019 Beginning Balance 87,187,289 March 18, 2020 Restricted stock vesting 307,932 220,273 June 1, 2020 Shares to be issued in SAPESCO transaction (Note 5) (1) 2,237,000 996,036 August 14, 2020 Restricted stock vesting 282,332 48,429 September 30, 2020 Ending Balance 88,452,027 (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 Quarter ended Year-to-date period ended Shares for Use in Allocation of Participating Earnings: September 30, 2020 September 30, 2020 Weighted average ordinary shares outstanding 89,876,456 88,452,027 Non-vested, participating restricted shares 869,424 869,424 Shares for use in allocation of participating earnings 90,745,880 89,321,451 |
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE | Basic earnings per share (EPS): SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE Quarter ended Year-to-date Period Ended September 30, 2020 September 30, 2020 Net income $ 11,666 $ 34,127 Less dividends to: Ordinary Shares - - Non-vested participating shares - - Total Undistributed Earnings $ 11,666 $ 34,127 Quarter ended Year-to-date period ended September 30, 2020 September 30, 2020 Allocation of undistributed earnings to Ordinary Shares $ 11,554 $ 33,795 Allocation of undistributed earnings to Non-vested Shares 112 332 Total Undistributed Earnings $ 11,666 $ 34,127 Quarter ended Year-to-date period ended Ordinary Shares: September 30, 2020 September 30, 2020 Distributed Earnings $ - $ - Undistributed Earnings 0.13 0.38 Total $ 0.13 $ 0.38 Diluted earnings per share (EPS): Quarter ended Year-to-date period ended September 30, 2020 Ordinary shares Undistributed & distributed earnings to ordinary shareholders Ordinary shares EPS Undistributed & distributed earnings to ordinary shareholders Ordinary shares EPS Basic EPS $ 11,554 89,876,456 $ 0.13 $ 33,795 88,452,027 $ 0.38 Add-back: Undistributed earnings allocated to non-vested shareholders 112 - 332 - 0 (zero) Private Warrants $5.75 per half share (anti-dilutive) (1) - - - - 35,540,380 Public Warrants $5.75 per half share (anti-dilutive) (1) - - - - Less: Undistributed earnings reallocated to non-vested shareholders (112 ) - (332 ) - Diluted EPS — Ordinary shares $ 11,554 89,876,456 $ 0.13 $ 33,795 88,452,027 $ 0.38 (1) Non-participating warrants that could be converted into as many as 17,770,190 1,119,905 |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 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 Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Reportable Segment: Production Services $ 138,060 $ 148,292 $ 427,497 $ 420,516 Drilling and Evaluation Services 79,932 70,131 237,848 200,455 Total revenue $ 217,992 $ 218,423 $ 665,345 $ 620,971 Long-lived assets September 30, 2021 December 31, 2020 Reportable Segment: Production Services $ 322,325 $ 303,625 Drilling and Evaluation Services 125,635 124,062 Total Reportable Segments 447,960 427,687 Unallocated assets 18,772 10,056 Total long-lived assets $ 466,732 $ 437,743 Operating income Quarter ended Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Reportable Segment: Production Services $ 10,625 $ 21,425 $ 42,822 $ 62,970 Drilling and Evaluation Services 7,084 7,377 25,355 23,579 Total Reportable Segments 17,709 28,802 68,177 86,549 Unallocated expenses (9,607 ) (9,815 ) (29,996 ) (31,189 ) Total operating income $ 8,102 $ 18,987 $ 38,181 $ 55,360 |
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 Year-to-date period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Geographic Area: Domestic (British Virgin Islands) $ - $ - $ - $ - MENA 215,557 215,762 657,890 612,560 Rest of World 2,435 2,661 7,455 8,411 Total revenue $ 217,992 $ 218,423 $ 665,345 $ 620,971 Long-lived assets by geographic area September 30, 2021 December 31, 2020 Geographic area: Domestic (British Virgin Islands) $ $ - MENA 458,447 429,283 Rest of World 8,285 8,460 Total long-lived assets $ 466,732 $ 437,743 |
SCHEDULE OF RESTATEMENT (Detail
SCHEDULE OF RESTATEMENT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income before income tax | $ 3,133 | $ 15,231 | $ 26,443 | $ 43,067 | |||||
Net income | $ 1,931 | $ 11,666 | $ 21,224 | $ 34,127 | |||||
Basic earnings per share | $ 0.02 | $ 0.13 | $ 0.23 | $ 0.38 | |||||
Diluted earnings per share | $ 0.02 | $ 0.13 | $ 0.23 | $ 0.38 | |||||
Total Comprehensive Income, net of tax | $ 1,931 | $ 11,666 | $ 21,257 | $ 34,162 | |||||
Retained Earnings | 134,440 | 134,440 | $ 113,216 | ||||||
Total Company Shareholders' Equity | 988,838 | 988,838 | 944,426 | ||||||
Total Shareholders' Equity | 988,830 | 925,971 | 988,830 | 925,971 | 944,418 | $ 885,542 | $ 984,146 | $ 912,231 | |
Net income | 1,931 | 11,666 | 21,224 | 34,127 | |||||
Loss (Gain) on warrant liability | 0 | 0 | 0 | 930 | |||||
Total liabilities | $ 777,554 | $ 777,554 | 742,636 | ||||||
Previously Reported [Member] | |||||||||
Gain/(loss) on warrant liability | |||||||||
Income before income tax | 15,231 | 44,411 | 42,509 | 60,792 | 52,435 | ||||
Net income | $ 11,666 | $ 34,980 | $ 33,569 | $ 50,087 | $ 39,364 | ||||
Basic earnings per share | $ 0.13 | $ 0.41 | $ 0.38 | $ 0.56 | $ 0.45 | ||||
Diluted earnings per share | $ 0.13 | $ 0.40 | $ 0.38 | $ 0.56 | $ 0.45 | ||||
Total Comprehensive Income, net of tax | $ 11,666 | $ 35,143 | $ 33,604 | $ 50,122 | $ 39,345 | ||||
Retained Earnings | 101,230 | 28,297 | 101,230 | 117,748 | 67,661 | ||||
Total Company Shareholders' Equity | 925,915 | 830,924 | 925,915 | 944,426 | 886,472 | ||||
Total Shareholders' Equity | 925,971 | 830,991 | 925,971 | 944,418 | 886,472 | ||||
Net income | 33,569 | ||||||||
Loss (Gain) on warrant liability | |||||||||
Warranty liabilities | |||||||||
Total liabilities | 742,636 | 635,892 | |||||||
As Revised [Member] | |||||||||
Gain/(loss) on warrant liability | (1,816) | 558 | 557 | 5,054 | |||||
Income before income tax | 15,231 | 42,595 | 43,067 | 61,349 | 57,489 | ||||
Net income | $ 11,666 | $ 33,164 | $ 34,127 | $ 50,644 | $ 44,418 | ||||
Basic earnings per share | $ 0.13 | $ 0.39 | $ 0.38 | $ 0.57 | $ 0.51 | ||||
Diluted earnings per share | $ 0.13 | $ 0.38 | $ 0.38 | $ 0.56 | $ 0.45 | ||||
Total Comprehensive Income, net of tax | $ 11,666 | $ 33,327 | $ 34,162 | $ 50,679 | $ 44,399 | ||||
Retained Earnings | 96,698 | 18,153 | 96,698 | 113,216 | 62,571 | ||||
Total Company Shareholders' Equity | 925,915 | 818,281 | 925,915 | 944,426 | 885,542 | ||||
Total Shareholders' Equity | $ 925,971 | $ 818,348 | 925,971 | 944,418 | 885,542 | ||||
Net income | 34,127 | ||||||||
Loss (Gain) on warrant liability | $ (558) | ||||||||
Warranty liabilities | 930 | ||||||||
Total liabilities | $ 742,636 | $ 636,822 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |||
Capital lease obligations, current | $ 21,500 | |||||
Capital lease obligations, non current | $ 19,500 | |||||
Stock to be issued during period, shares, acquisitions | 2,237,000 | [1] | 2,237,000 | [2] | ||
Change in shares, sapesco - nesr ordinary share consideration | 2,237,000 | |||||
Change in shares, sapesco - additional earn-out shares | 145,039 | |||||
Change in Shares, SAPESCO - Additional Earn-Out Shares | ||||||
Capital lease obligations, current | $ 24,500 | |||||
Capital ease obligations, noncurrent | $ 3,800 | 3,800 | ||||
Other current liabilities | 7,300 | $ 48,256 | 7,300 | $ 30,400 | ||
Other liabilities | $ 18,400 | $ 2,000 | 18,400 | $ 4,000 | ||
Common Stock One [Member] | ||||||
Change in Shares, SAPESCO - Additional Earn-Out Shares | 266,611 | |||||
Short Term Borrowings [Member] | ||||||
Payments to acquire property, plant, and equipment | 23,000 | |||||
S A P E S C O [Member] | ||||||
Stock to be issued during period, shares, acquisitions | 7,268 | |||||
SAPESCO Business Combination [Member] | ||||||
Debt obligation | $ 100 | |||||
Accounts Payable [Member] | ||||||
Payments to acquire property, plant, and equipment | 5,600 | 25,600 | ||||
Accounts Payable [Member] | Seller Provided Installment Financing | ||||||
Payments to acquire property, plant, and equipment | 12,300 | 11,500 | ||||
Accrued Liabilities [Member] | ||||||
Payments to acquire property, plant, and equipment | 17,500 | 300 | ||||
Other Current Liabilities [Member] | ||||||
Other liabilities related to future payments of cash purchase | 18,000 | |||||
Other Current Liabilities [Member] | Seller Provided Installment Financing | ||||||
Payments to acquire property, plant, and equipment | 3,000 | |||||
Other Liabilities [Member] | ||||||
Other liabilities related to future payments of cash purchase | $ 6,100 | |||||
Other Liabilities [Member] | Seller Provided Installment Financing | ||||||
Payments to acquire property, plant, and equipment | $ 700 | |||||
[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 2,237,000 |
SCHEDULE OF CONSIDERATION TO PU
SCHEDULE OF CONSIDERATION TO PURCHASE ISSUED AND OUTSTANDING EQUITY INTEREST (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | May 05, 2021 | |
Business Acquisition [Line Items] | |||
Cash consideration | $ 3,740 | ||
Total consideration | 49,789 | ||
Sahara Petroleum Services Company [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration - cash | 16,958 | ||
Total estimated earn-out mechanisms | [1] | 11,678 | |
Cash consideration | 16,958 | ||
NESR ordinary share consideration | $ 12,013 | ||
NESR ordinary share consideration, shares | 2,237,000 | ||
Total consideration - equity | [2] | $ 12,013 | |
Total consideration - equity, shares | [2] | 2,237,000 | |
Cash Earn-Out | $ 5,301 | ||
Additional Earn-Out Shares | [1] | 6,377 | |
Total consideration | $ 40,649 | ||
Total consideration shares | 2,237,000 | ||
Action Sale and Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 36,767 | ||
Deferred cash consideration | 17,232 | ||
Total consideration - cash | 53,999 | ||
First Earn-Out | 2,824 | ||
Second Earn-Out | 3,799 | ||
Third Earn-Out | |||
Total estimated earn-out mechanisms | 6,623 | ||
Preliminary consideration | 60,622 | ||
Cash consideration | 382 | ||
Total consideration | $ 60,165 | ||
[1] | 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 | ||
[2] | The fair value of NESR ordinary shares was determined based upon the $ 5.37 |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATION (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | May 05, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Cash and cash equivalents | $ 3,740 | |
Accounts receivable | 14,847 | |
Unbilled revenue | 6,126 | |
Service inventories | 5,641 | |
Prepaid assets | 679 | |
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 | |
Employee benefit liabilities | 1,455 | |
Net identifiable liabilities acquired | 55,297 | |
Total fair value of net assets acquired | (5,508) | |
Goodwill | 46,157 | |
Total consideration | 40,649 | |
Retention withholdings | 279 | |
Current installments of long-term debt | 5,400 | |
Short-term borrowings | 5,692 | |
Income taxes payable | 313 | |
Other taxes payable | 3,802 | |
Other liabilities | 2,237 | |
Long-term debt | 15,572 | |
Non-controlling interests | $ (8) | |
Action Sale and Purchase Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Cash and cash equivalents | $ 382 | |
Accounts receivable | 8,565 | |
Unbilled revenue | 1,352 | |
Service inventories | 2,952 | |
Prepaid assets | 310 | |
Other receivables | 89 | |
Other current assets | 1,756 | |
Property, plant and equipment | 13,605 | |
Intangible assets | 29,100 | |
Other assets | 2,054 | |
Total identifiable assets acquired | 60,165 | |
Accounts payable | 4,947 | |
Accrued expenses | 2,428 | |
Other current liabilities | 200 | |
Employee benefit liabilities | 722 | |
Net identifiable liabilities acquired | 8,297 | |
Total fair value of net assets acquired | 51,868 | |
Goodwill | 8,754 | |
Total consideration | $ 60,622 |
SCHEDULE OF PRELIMINARY ALLOCAT
SCHEDULE OF PRELIMINARY ALLOCATION TO INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | May 05, 2021 | Sep. 30, 2021 |
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 | |
Action Sale and Purchase Agreement [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 29,100 | |
Action Sale and Purchase Agreement [Member] | Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 29,100 | |
Total intangible assets, term | 10 years |
SCHEDULE OF UNAUDITED PROFORMA
SCHEDULE OF UNAUDITED PROFORMA INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 217,992 | $ 225,411 | $ 673,710 | $ 638,691 |
Net income/(loss) | $ 1,931 | 12,968 | $ 21,742 | 35,339 |
Sahara Petroleum Services Company [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | 218,423 | 639,667 | ||
Net income/(loss) | $ 12,264 | $ 31,448 |
SCHEDULE OF CONSIDERATION TO _2
SCHEDULE OF CONSIDERATION TO PURCHASE ISSUED AND OUTSTANDING EQUITY INTEREST (Details) (Parenthetical) - Sahara Petroleum Services Company [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Jun. 02, 2021 | |
Business Acquisition [Line Items] | ||
losing price per share | $ 5.37 | |
Number of shares settled with sellers | 145,039 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 05, 2021 | Feb. 13, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 02, 2020 | ||
Business Acquisition [Line Items] | ||||||||||||
Amount allocated to goodwill | $ 8,800 | $ 8,800 | ||||||||||
Business acquisition, pro forma revenue | 217,992 | $ 225,411 | 673,710 | $ 638,691 | ||||||||
Net income | 1,500 | 1,900 | ||||||||||
Stock issued during period, shares, acquisitions | 2,237,000 | [1] | 2,237,000 | [2] | ||||||||
Amount allocated to goodwill | 46,200 | 46,200 | ||||||||||
Sahara Petroleum Services Company [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, pro forma revenue | $ 218,423 | $ 639,667 | ||||||||||
Business acquisitions proforma revenues | 15,000 | 46,300 | ||||||||||
Business acquisition proforma net income loss | 2,000 | $ 9,600 | ||||||||||
SAPESCO Business Combination [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 2,237,000 | |||||||||||
Business combination cash and cash equivalents. | 11,000 | $ 11,000 | ||||||||||
Deferred consideration | 6,000 | 6,000 | ||||||||||
Action Revenue [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, pro forma revenue | 9,100 | 13,500 | ||||||||||
Action Sale and Purchase Agreement [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
All-cash transaction | $ 36,800 | |||||||||||
Business combination, deferred consideration | 17,200 | |||||||||||
Cash and cash equivalents | 36,800 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | $ 200 | |||||||||||
Action Sale and Purchase Agreement [Member] | First Earn-Out Consideration [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenue percentage | 1.00% | |||||||||||
Action Sale and Purchase Agreement [Member] | Second Earn-Out Consideration [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenue percentage | 3.00% | |||||||||||
Earnout payable percentage | 66.66% | |||||||||||
Action Sale and Purchase Agreement [Member] | Third Earn-Out Consideration [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenue percentage | 1.12% | |||||||||||
Action Sale and Purchase Agreement [Member] | First Earn-Out, Second Earn-Out, and Third Earn-Out [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business combination issued in equity earn-outs | $ 6,600 | |||||||||||
Sale and Purchase Agreement [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business combination issued in equity earn-outs | 2,100 | $ 2,100 | $ 11,700 | |||||||||
Sale of stock, percentage of ownership after transaction | 99.70% | |||||||||||
Payments to acquire businesses, gross | $ 500 | |||||||||||
Stock issued during period, shares, acquisitions | 145,039 | 2,237,000 | 2,237,000 | |||||||||
Stock issued during period, value, acquisitions | $ 1,600 | |||||||||||
Receivables Earnout Shares Contingency Fair Value | $ 0 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | $ 100 | |||||||||||
Sale and Purchase Agreement [Member] | Additional Earn Out Shares [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business combination acquired receivable fair value | $ 6,900 | $ 6,900 | ||||||||||
Sale and Purchase Agreement [Member] | Sahara Petroleum Services Company [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business combination, deferred consideration | 6,000 | $ 6,000 | ||||||||||
Sale of stock, percentage of ownership after transaction | 99.70% | |||||||||||
Business combination consideration transferred | 11,000 | $ 11,000 | ||||||||||
Payments to acquire businesses, gross | $ 17,000 | |||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 2,237,000 | |||||||||||
Sale and Purchase Agreement [Member] | Additional Earn Out Shares [Member] | Maximum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, share price | $ 9 | |||||||||||
Sale and Purchase Agreement [Member] | NESR Additional Share [Member] | Maximum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, share price | $ 11.70 | $ 11.70 | ||||||||||
Sale and Purchase Agreement [Member] | NESR Additional Share [Member] | Minimum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, share price | $ 10 | $ 10 | ||||||||||
Sale and Purchase Agreement [Member] | Later 2021 [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock issued during period, shares, acquisitions | 7,268 | |||||||||||
[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 2,237,000 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE BY SERVICE TYPE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 217,992 | $ 218,423 | $ 665,345 | $ 620,971 |
Production Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 138,060 | 148,292 | 427,497 | 420,516 |
Drilling and Evaluation Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 79,932 | $ 70,131 | $ 237,848 | $ 200,455 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||||||
Trade receivables | $ 99,662 | $ 118,557 | ||||
Less: allowance for doubtful accounts | (1,439) | $ (1,655) | (1,722) | $ (1,995) | $ (2,365) | $ (1,843) |
Total | $ 98,223 | $ 116,835 |
SCHEDULE OF ALLOWANCE FOR DOUBT
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||||||||
Allowance for doubtful accounts at end of period | $ (1,439) | $ (1,995) | $ (1,439) | $ (1,995) | $ (1,655) | $ (1,722) | $ (2,365) | $ (1,843) |
(Increase) decrease to allowance for the period | 216 | 233 | (70) | 259 | ||||
(Recovery) write-off of doubtful accounts | 182 | $ 353 | 343 | |||||
Non-cash reclass of allowance for doubtful accounts from unbilled revenue to accounts receivable | $ (45) | $ (754) |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Contractual amounts of trade receivables gross | $ 99,662 | $ 118,557 |
SCHEDULE OF SERVICE INVENTORIES
SCHEDULE OF SERVICE INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Long-term Purchase Commitment [Line Items] | ||
Service inventories, gross | $ 100,757 | $ 94,263 |
Spare Parts [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Service inventories, gross | 61,314 | 54,709 |
Chemicals [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Service inventories, gross | 24,380 | 24,422 |
Consumables [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Service inventories, gross | $ 15,063 | $ 15,132 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (261,500) | $ (193,261) |
Land | 5,104 | 5,104 |
Capital work in progress | 9,792 | 10,224 |
Total | 466,732 | 437,743 |
Buildings And Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 40,594 | 31,827 |
Buildings And Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Buildings And Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 25 years | |
Drilling Rigs, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 622,302 | 534,964 |
Drilling Rigs, Plant and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Drilling Rigs, Plant and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 15 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Property, plant and equipment gross | $ 2,515 | 2,282 |
Office Equipment and Tools [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 40,339 | 39,174 |
Office Equipment and Tools [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Office Equipment and Tools [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | |
Vehicles and Cranes [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 7,586 | $ 7,429 |
Vehicles and Cranes [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Vehicles and Cranes [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 8 years |
PROPERTY, PLANT & EQUIPMENT (De
PROPERTY, PLANT & EQUIPMENT (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 29.3 | $ 28 | $ 83.1 | $ 79.8 |
SCHEDULE OF CHANGES IN CARRYING
SCHEDULE OF CHANGES IN CARRYING AMOUNT OF GOODWILL (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |
Balance as of December 31, 2020 | $ 620,921 |
Action Business Combination | 8,754 |
Balance as of September 30, 2021 | 629,675 |
Production Services [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Balance as of December 31, 2020 | 443,457 |
Action Business Combination | 5,118 |
Balance as of September 30, 2021 | 448,575 |
Drilling and Evaluation Services [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Balance as of December 31, 2020 | 177,464 |
Action Business Combination | 3,636 |
Balance as of September 30, 2021 | $ 181,100 |
SCHEDULE OF WEIGHTED AVERAGE AM
SCHEDULE OF WEIGHTED AVERAGE AMORTIZATION PERIOD FOR INTANGIBLE ASSETS (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets, amortization | 9 years 8 months 12 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 24 days |
SCHEDULE OF INTANGIBLE ASSETS S
SCHEDULE OF INTANGIBLE ASSETS SUBJECT TO AMORTIZATION (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 179,440 | $ 150,340 |
Finite-lived intangible assets, accumulated amortization | (53,117) | (39,964) |
Finite-lived intangible assets, net | 126,323 | 110,376 |
Customer Contracts And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 153,500 | 124,400 |
Finite-lived intangible assets, accumulated amortization | (42,383) | (31,685) |
Finite-lived intangible assets, net | 111,117 | 92,715 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 25,940 | 25,940 |
Finite-lived intangible assets, accumulated amortization | (10,734) | (8,279) |
Finite-lived intangible assets, net | $ 15,206 | $ 17,661 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) $ in Millions | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense, 2021 | $ 4.7 |
Amortization expense, 2022 | 18.7 |
Amortization expense, 2023 | 18.6 |
Amortization expense, 2024 | 18.6 |
Amortization expense, 2025 | $ 18.6 |
SCHEDULE OF LONG TERM DEBT OBLI
SCHEDULE OF LONG TERM DEBT OBLIGATIONS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | ||||
Less: unamortized debt issuance costs | $ (3,181) | $ (3,886) | ||
Total loans and borrowings | 330,569 | 356,114 | ||
Less: current installments of long-term debt | [1] | (47,500) | ||
Long-term debt, net of unamortized debt issuance costs and excluding current installments | 330,569 | 308,614 | ||
Subsequent Event [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Face Amount | $ 430,000 | |||
Subsequent Event [Member] | Term Loan [Member] | Secured Facilities Agreement [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Face Amount | 860,000 | |||
CIB Long Term Debt [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Long-term Debt, Gross | 10,000 | 10,000 | ||
Debt Instrument, Face Amount | 21,000 | |||
Secured Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Long-term Debt, Gross | 258,750 | 285,000 | ||
Secured Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Long-term Debt, Gross | $ 65,000 | $ 65,000 | ||
Working Capital Facility [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Liine of credit | 350,000 | |||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Liine of credit | $ 80,000 | |||
[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 |
SCHEDULE OF SHORT TERM DEBT OBL
SCHEDULE OF SHORT TERM DEBT OBLIGATIONS (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Other short-term borrowings from working capital facilities | $ 59,597 | $ 37,983 |
Short-term debt, excluding current installments of long-term debt | 96,468 | 42,360 |
CIB Short-Term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Short-term Bank Loans and Notes Payable | 871 | 2,125 |
ABK Short-Term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Short-term Bank Loans and Notes Payable | 2,252 | |
HSBC Loan Line [Member] | ||
Short-term Debt [Line Items] | ||
Short-term Bank Loans and Notes Payable | $ 36,000 |
SCHEDULE PRINCIPAL PAYMENTS OF
SCHEDULE PRINCIPAL PAYMENTS OF LONG TERM DEBT (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 21,250 |
2022 | 45,000 |
2023 | 110,000 |
2024 | 45,000 |
2025 | 112,500 |
Thereafter | |
Total | $ 333,750 |
DEBT (Details Narrative)
DEBT (Details Narrative) $ in Thousands, £ in Millions | Aug. 09, 2021USD ($) | May 03, 2021USD ($) | Jun. 20, 2019USD ($) | Aug. 09, 2011USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2021GBP (£) | Jun. 30, 2021USD ($) | May 23, 2019USD ($) | May 05, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||||
Working capital facility | $ 169,000 | $ 151,300 | |||||||||
Line of Credit Facility, Interest Rate During Period | 2.60% | 2.60% | |||||||||
Short-term Debt | $ 96,468 | $ 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 during the third quarter of 2021 but subsequently renegotiated to be repaid in the fourth quarter of 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. | ||||||||||
Repayments of debt | $ 11,000 | ||||||||||
Remaining debt obligation amount | $ 10,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 230.00% | ||||||||||
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] | |||||||||||
Utilized working capital facility | $ 0 | ||||||||||
Short-term Debt, Description | The ABK Short-Term Debt accrues interest at 1.65% per annum over The Central Bank of Egypt’s Corridor Offer Rate. As of September 30, 2021, and December 31, 2020, this resulted in an interest rate of 11% and 11%, respectively. As of September 30, 2021, the Company had utilized $0.0 (zero) million of the ABK Short-Term Debt facility and $0.1 million in letters of guarantee with $3.0 million and $ | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | 11.00% | 11.00% | ||||||||
HSBC Loan Line [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, maturity date | Dec. 4, 2021 | ||||||||||
Line of Credit Facility, Interest Rate During Period | 3.10% | 2.50% | |||||||||
Debt instrument, face amount | $ 36,000 | $ 9,900 | |||||||||
Repayments of debt | $ 9,900 | $ 9,900 | |||||||||
ALGERIA | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Working capital facility | $ 3,000 | ||||||||||
Time Loan Facility [Member] | CIB Short-Term Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 600 | $ 200 | |||||||||
Utilized working capital facility | 900 | $ 1,300 | |||||||||
Debt instrument, face amount | $ 1,500 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.40% | 2.30% | 2.40% | ||||||||
Time Loan Facility [Member] | CIB Short-Term Debt [Member] | Egyptian [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 2,000 | $ 0 | |||||||||
Utilized working capital facility | $ 0 | $ 2,000 | |||||||||
Debt instrument, face amount | £ | £ 2 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | ||||||||
Time Loan Facility [Member] | ABK Short-Term Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 3,000 | ||||||||||
Time Loan Overdraft Facility [Member] | CIB Short-Term Debt [Member] | Egyptian [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 10,000 | 200 | |||||||||
Utilized working capital facility | 0 | 9,800 | |||||||||
Debt instrument, face amount | £ | £ 10 | ||||||||||
One Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Working capital facility | 600 | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 0 | ||||||||||
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] | HSBC Loan Line [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of debt accrued interest | 2.40% | 3.00% | |||||||||
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% | ||||||||||
Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Withdrawn term loan | $ 258,800 | 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% | ||||||||||
Future Interest Payments 2023 | 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 | |||||||||
Revolving Credit Facility [Member] | Lenders [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Working capital facility | 169,000 | ||||||||||
Letters of Guarantee [Member] | CIB Short-Term Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 6,600 | 6,300 | |||||||||
Debt instrument, face amount | 7,900 | 8,300 | |||||||||
Letters of Guarantee [Member] | ABK Short-Term Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 100 | ||||||||||
Debt instrument, face amount | 100 | $ 200 | |||||||||
Change in shares issued to NPS/GES | 200 | ||||||||||
Short-term Debt | 0 | ||||||||||
Letters of Guarantee [Member] | Time Loan Facility [Member] | CIB Short-Term Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | 14,500 | ||||||||||
Time Loan Facility [Member] | ABK Short-Term Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | 3,000 | ||||||||||
Change in shares issued to NPS/GES | 2,300 | ||||||||||
Short-term Debt | 800 | ||||||||||
Secured Facilities Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 525,000 | $ 485,000 | $ 450,000 | ||||||||
Debt Instrument, Periodic Payment, Principal | 492,800 | ||||||||||
Debt Instrument, Periodic Payment | $ 258,800 | ||||||||||
Debt Instrument, Covenant Description | 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] | HSBC Bank Middle East Limited [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Working capital facility | $ 24,700 | 24,700 | |||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 6,700 | 6,200 | |||||||||
Utilized working capital facility | 18,100 | 18,500 | |||||||||
Secured Facilities Agreement [Member] | HSBC Bank Middle East Limited [Member] | QATAR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Working capital facility | 10,300 | 10,300 | |||||||||
Secured Facilities Agreement [Member] | HSBC Bank Middle East Limited [Member] | UNITED ARAB EMIRATES | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Working capital facility | 14,300 | 14,300 | |||||||||
Secured Facilities Agreement [Member] | HSBC 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 | $ 8,800 | 21,900 | |||||||||
Line of Credit Facility, Description | 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 | $ 160,200 | 129,400 | |||||||||
Secured Facilities Agreement [Member] | Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Periodic Payment, Principal | $ 492,800 | ||||||||||
Debt Instrument, maturity date | May 6, 2025 | ||||||||||
Secured Facilities Agreement [Member] | Successors [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Reduced term loan amount | $ 501,300 | ||||||||||
Incremental Facilities Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | $ 35,000 |
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 ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Financial Liabilities Fair Value Disclosure | ||
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Financial Liabilities Fair Value Disclosure | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Financial Liabilities Fair Value Disclosure | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Financial Liabilities Fair Value Disclosure |
SCHEDULE OF FAIR VALUE OF DERIV
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY USING BLACK SCHOLES VALUATION MODEL (Details) Pure in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of common stock derivative liability | $ 0 | $ 0 |
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 | 0 | 0 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability expected term | 0 years | 0 years |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANT LIABILITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | ||||
Warrants and Rights Outstanding | $ 0 | $ 0 | $ 0 | $ (930) |
Fair Value Adjustment of Warrants | 0 | 0 | 0 | 930,000 |
Warrants and Rights Outstanding | $ 0 | $ 0 | $ 0 | $ 0 |
SCHEDULE OF COMPONENTS OF NET P
SCHEDULE OF COMPONENTS OF NET PERIODIC BENEFIT COST (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Service cost | $ 1,640 | $ 855 | $ 3,706 | $ 2,755 |
Interest cost | 410 | 214 | 927 | 689 |
Other | ||||
Net cost | $ 2,050 | $ 1,069 | $ 4,633 | $ 3,444 |
EMPLOYEE BENEFITS (Details Narr
EMPLOYEE BENEFITS (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Accumulated benefit obligation | $ 0.6 | $ 2 | $ 0.1 | $ 0.1 |
Defined Contribution Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0.9 | $ 0.8 | $ 2.8 | $ 2.4 |
SCHEDULE OF UNVESTED RESTRICTED
SCHEDULE OF UNVESTED RESTRICTED STOCK (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Restricted Shares, Unvested, Beginning Balance | 2,357,225 | 2,244,662 | 2,038,662 | 1,502,590 |
Weighted Average Grant Date Fair Value per Share, Unvested, Beginning Balance | $ 9.43 | $ 7.72 | $ 7.38 | $ 10.25 |
Number of Restricted Shares, Granted | 191,250 | 39,000 | 1,284,335 | 1,119,905 |
Weighted Average Grant Date Fair Value per Share, Granted | $ 11.5 | $ 8.46 | $ 11.89 | $ 5.16 |
Number of Restricted Shares, Vested and Issued | (242,017) | (282,332) | (935,032) | (590,264) |
Weighted Average Grant Date Fair Value per Share, Vested and issued | $ 9.92 | $ 9.98 | $ 8.04 | $ 10.18 |
Number of Restricted Shares, Forfeited | (64,172) | (12,001) | (145,679) | (43,002) |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ 9.75 | $ 8.60 | $ 9.25 | $ 9.74 |
Number of Restricted Shares, Unvested, Ending Balance | 2,242,286 | 1,989,329 | 2,242,286 | 1,989,329 |
Weighted Average Grant Date Fair Value per Share, Unvested, Ending Balance | $ 9.47 | $ 7.41 | $ 9.47 | $ 7.41 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 2,753 | $ 2,079 | $ 7,353 | $ 5,841 |
Cost of Services [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 1,316 | 938 | 3,494 | 2,604 |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 1,437 | $ 1,141 | $ 3,859 | $ 3,237 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - 2018 Long Term Incentive Plan [Member] - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred Compensation Arrangement with Individual, Common Stock Reserved for Future Issuance | 5,000,000 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 16.3 | $ 11.2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years 1 month 6 days | 1 year 9 months 18 days | |
Board of Directors [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE CAPITAL LEASES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Future Minimum Lease Payments 2021 | $ 13,072 | $ 22,500 |
Future Interest Payments 2021 | 810 | 1,524 |
Total Payments 2021 | 13,882 | 24,024 |
Future Minimum Lease Payments 2022 | 12,154 | 3,236 |
Future Interest Payments 2022 | 915 | 453 |
Total Payments 2022 | 13,069 | 3,689 |
Future Minimum Lease Payments 2023 | 15,383 | 1,810 |
Future Interest Payments 2023 | 255 | 174 |
Total Payments 2023 | 15,638 | 1,984 |
Future Minimum Lease Payments 2024 | 440 | 438 |
Future Interest Payments 2024 | 21 | 21 |
Total Payments 2024 | 461 | 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 | 41,049 | 27,984 |
Future Interest Payments Total | 2,001 | 2,172 |
Total | $ 43,050 | $ 30,156 |
SCHEDULE OF FUTURE MINIMUM LE_2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE OPERATING LEASES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 1,346 | $ 21,665 |
2022 | 2,988 | 2,814 |
2023 | 2,072 | 1,998 |
2024 | 1,413 | 2,003 |
2025 | 632 | 1,355 |
Thereafter | 3,468 | 3,413 |
Total | $ 11,919 | $ 33,248 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||||
Capital Expenditures Incurred but Not yet Paid | $ 41,500 | $ 16,100 | |||
Capital lease expired date | expire between 2021 and 2024. | ||||
Finance Lease, Liability | $ 43,050 | $ 43,050 | $ 30,156 | ||
Long term capital lease obligation | $ 3,800 | $ 3,800 | |||
Interest Expense | 3,717 | 3,793 | $ 10,114 | 12,468 | |
Line of Credit Facility, Interest Rate During Period | 2.60% | 2.60% | |||
Payments for Rent | 34,900 | 34,900 | $ 115,200 | 103,800 | |
Due to Related Parties | 12,300 | 12,300 | $ 15,200 | ||
Letters of Credit Outstanding, Amount | 22,900 | 22,900 | 16,900 | ||
Surety bonds and other bank issued guarantees | 107,200 | 107,200 | 101,500 | ||
Cash margin guarantees | 4,200 | 4,200 | 3,400 | ||
Other Liabilities | 2,000 | 18,400 | 2,000 | 18,400 | 4,000 |
Accounts Payable [Member] | |||||
Loss Contingencies [Line Items] | |||||
Due to Related Parties | 12,300 | $ 12,300 | 11,400 | ||
Short-term Debt [Member] | |||||
Loss Contingencies [Line Items] | |||||
Due to Related Parties | 600 | ||||
Other Current Liabilities [Member] | |||||
Loss Contingencies [Line Items] | |||||
Due to Related Parties | 3,200 | ||||
Expire Between 2021 and 2023 [Member] | |||||
Loss Contingencies [Line Items] | |||||
Capital lease expired date | expire between 2021 and 2023. | ||||
Finance Lease, Liability | 9,500 | $ 9,500 | 25,500 | ||
Short term capital lease obligation | 7,500 | 7,500 | 22,300 | ||
Long term capital lease obligation | 2,000 | 2,000 | 3,200 | ||
Expire Between 2021 and 2023 [Member] | Second Capital Lease [Member] | |||||
Loss Contingencies [Line Items] | |||||
Interest Expense | $ 100 | 400 | $ 400 | 1,200 | |
Expire Between 2021 and 2023 [Member] | Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Capital lease term | 24 months | ||||
Capital lease imputed interest rate | 4.30% | 4.30% | |||
Expire Between 2021 and 2023 [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Capital lease term | 36 months | ||||
Capital lease imputed interest rate | 6.50% | 6.50% | |||
Expire Between 2021 and 2024 [Member] | |||||
Loss Contingencies [Line Items] | |||||
Finance Lease, Liability | $ 2,500 | $ 2,500 | 3,000 | ||
Short term capital lease obligation | 800 | 800 | 700 | ||
Long term capital lease obligation | 1,700 | 1,700 | 2,300 | ||
Expire Between 2021 and 2024 [Member] | Second Capital Lease [Member] | |||||
Loss Contingencies [Line Items] | |||||
Interest Expense | 200 | 200 | $ 400 | 200 | |
Expire in 2023 [Member] | |||||
Loss Contingencies [Line Items] | |||||
Capital lease expired date | expires in 2023 | ||||
Finance Lease, Liability | 29,000 | $ 29,000 | 0 | ||
Short term capital lease obligation | 13,200 | 13,200 | 0 | ||
Long term capital lease obligation | 15,800 | $ 15,800 | $ 0 | ||
Line of Credit Facility, Interest Rate During Period | 2.50% | ||||
Bargain purchase option | $ 11,300 | ||||
Expire in 2023 [Member] | Third Capital Lease [Member] | |||||
Loss Contingencies [Line Items] | |||||
Interest Expense | $ 200 | $ 0 | $ 300 | $ 0 |
EQUITY AND WARRANTS (Details Na
EQUITY AND WARRANTS (Details Narrative) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Common Stock, Shares, Outstanding | 91,361,235 | 87,777,553 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Public Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Class of Warrant or Right, Outstanding | 35,540,380 | |
Shares Issued, Price Per Share | $ 5.75 | |
Warrants and Rights Outstanding, Maturity Date | Sep. 6, 2023 | |
Warrants 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 | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares, Issued, Beginning Balance | 91,126,486 | ||||||||
Change in shares restricted stock vesting | 242,017 | 87,905 | |||||||
Weighted average ordinary shares outstanding, Restricted stock vesting | 123,639 | 144,235 | 70,517 | 220,273 | |||||
Shares, Issued, Ending Balance | 91,250,125 | 91,250,125 | |||||||
[custom:OrdinarySharesIssued-1] | 87,777,553 | ||||||||
Change In Shares | [1] | 2,237,000 | |||||||
Weighted average ordinary shares outstanding | [1] | 2,237,000 | |||||||
Change in shares additional earn out shares | [2] | 145,039 | |||||||
Weighted average ordinary shares outstanding additional earnout shares | [2] | 145,039 | |||||||
Change in shares restricted stock vesting one | 316,781 | ||||||||
Weighted average ordinary shares outstanding restricted stock vesting | 229,753 | 48,429 | |||||||
Change in shares restricted stock vesting two | 288,329 | ||||||||
Weighted average ordinary shares outstanding restricted stock vesting | 207,005 | ||||||||
Change in shares contingently issuable shares contingency resolved | [3] | 157,702 | |||||||
Weighted average ordinary shares outstanding contingently issuable shares | [3] | 157,702 | |||||||
Change in shares contingently issuable shares contingency resolved, one | [3] | 113,215 | |||||||
Weighted average ordinary shares outstanding contingently issuable shares one | [3] | 75,891,000 | |||||||
Change in shares contingently issuable share contingency resolved | [3] | 2,962 | |||||||
Weighted average ordinary shares outstanding contingently issuable share | [3] | 1,237 | |||||||
Change in shares restricted stock vesting four | 242,017 | ||||||||
Weighted average ordinary shares outstanding restricted stock vesting four | 41,666 | ||||||||
[custom:OrdinarySharesIssued-2] | 90,943,363 | 90,943,363 | 87,777,553 | ||||||
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic | $ 1,931 | $ 11,554 | $ 21,224 | $ 33,795 | |||||
Add-back : Ordinary shares, As reported - basic | 91,250,125 | 89,876,456,000 | 90,943,364 | 88,452,027,000 | |||||
Earnings Per Share, Basic | $ 0.02 | $ 0.13 | $ 0.23 | $ 0.38 | |||||
Undistributed distributed earnings to common shareholders restricted stock units | |||||||||
Common shares restricted stock units | 891,775 | 976,002 | |||||||
Undistributed distributed earnings to common shareholders antidilution sequencing | $ 1,931 | $ 21,224 | |||||||
Common shares antidilution sequencing | 92,141,900 | 91,919,366 | |||||||
Earnings per share basic antidilution sequencing | $ 0.02 | $ 0.23 | |||||||
Undistributed distributed earnings to common shareholders decrease increase in fair value of warrants | |||||||||
Common shares private warrants | |||||||||
Common shares public warrants | 974,586 | 1,369,132 | |||||||
Undistributed distributed earnings to common shareholders antidilution sequencing amounts | $ 1,931 | $ 21,224 | |||||||
Common shares antidilution sequencing, shares | 93,116,486 | 93,288,498 | |||||||
Earnings per shares basic antidilution sequencing | $ 0.02 | $ 0.23 | |||||||
Undistributed distributed earnings to common shareholders diluted common shares | $ 1,931 | $ 21,224 | |||||||
Weighted Average Number of Shares Outstanding, Diluted | 93,116,486 | 89,876,456 | 93,288,498 | 88,452,027 | |||||
Earnings Per Share, Diluted | $ 0.02 | $ 0.13 | $ 0.23 | $ 0.38 | |||||
Common Stock, Shares, Issued | 87,495,221 | 87,777,553 | 87,187,289 | 87,187,289 | |||||
Stock Issued During Period, Shares, Acquisitions | 2,237,000 | [4] | 2,237,000 | [5] | |||||
Weighted average ordinary shares outstanding shares to be issued in sapesco transaction | 2,237,000 | [4] | 996,036 | [5] | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 282,332 | 307,932 | |||||||
Common stock shares issued during period | 89,876,456 | 89,876,456 | |||||||
Stock issued during period shares restricted stock award gross one | 282,332 | ||||||||
Common Stock, Shares, Issued | 91,361,235 | 88,452,027 | 91,361,235 | 88,452,027 | 87,777,553 | ||||
Weighted Average Number of Shares Outstanding, Basic | 91,250,125 | 89,876,456 | 90,943,363 | 88,452,027 | |||||
Allocation of Participating Earnings [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Weighted Average Number of Shares Outstanding, Basic | 89,876,456 | 88,452,027 | |||||||
Non-vested, participating restricted shares | 869,424 | 869,424 | |||||||
Shares for use in allocation of participating earnings | 90,745,880 | 89,321,451 | |||||||
[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 | ||||||||
[4] | 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 | ||||||||
[5] | 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 |
SCHEDULE OF RECONCILIATION OF_2
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING (Details) (Parenthetical) - shares | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | ||||||
Stock Issued During Period, Shares, Acquisitions | 2,237,000 | [1] | 2,237,000 | [2] | ||
Sale and Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 2,237,000 | 270,917 | ||||
Stock Issued During Period, Shares, Acquisitions | 145,039 | 2,237,000 | 2,237,000 | |||
Sale and Purchase Agreement [Member] | Additional Earn Out Shares [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 145,039 | |||||
[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 2,237,000 |
SCHEDULE OF BASIC AND DILUTED E
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Earnings Per Share [Abstract] | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 1,931 | $ 11,666 | $ 21,224 | $ 34,127 | |
Dividends, Common Stock, Cash | |||||
Dividend, Non-vested participating shares | |||||
Undistributed Earnings, Basic | 11,666 | 34,127 | |||
Undistributed Earnings (Loss) Available to Common Shareholders, Basic | 11,554 | 33,795 | |||
Allocation of Undistributed Earnings to Nonvested Shares | $ 112 | $ 332 | |||
Earnings Per Share, Basic, Distributed | |||||
Earnings Per Share, Basic, Undistributed | 0.13 | 0.38 | |||
Earnings Per Share, Basic | $ 0.02 | $ 0.13 | $ 0.23 | $ 0.38 | |
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic | $ 1,931 | $ 11,554 | $ 21,224 | $ 33,795 | |
Add-back : Ordinary shares, As reported - basic | 91,250,125 | 89,876,456,000 | 90,943,364 | 88,452,027,000 | |
Undistributed earnings allocated to nonvested shareholders | $ 112 | $ 332 | |||
Ordinary shares, undistributed earnings allocated to nonvested shareholders | |||||
Undistributed & distributed earnings to ordinary shareholders, private warrants | [1] | $ 0 | $ 0 | ||
Ordinary shares, private warrants | [1] | 0 | 0 | ||
Undistributed & distributed earnings to ordinary shareholders, public warrants | [1] | ||||
Ordinary shares public warrants. | [1] | ||||
Less : Undistributed & distributed earnings to ordinary shareholders, Undistributed earnings reallocated to non-vested shareholders | $ (112) | $ (332) | |||
Ordinary shares, Undistributed earnings reallocated to nonvested shareholders | |||||
Diluted EPS - Ordinary shares | $ 11,554 | $ 33,795 | |||
Weighted Average Number of Shares Outstanding, Diluted | 93,116,486 | 89,876,456 | 93,288,498 | 88,452,027 | |
Earnings Per Share, Diluted | $ 0.02 | $ 0.13 | $ 0.23 | $ 0.38 | |
[1] | Non-participating warrants that could be converted into as many as 17,770,190 1,119,905 |
SCHEDULE OF BASIC AND DILUTED_2
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2020shares | |
Restricted Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,119,905 |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,770,190 |
EARNINGS PER SHARE (Details Nar
EARNINGS PER SHARE (Details Narrative) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Number of restricted shares excluded from common shares | 282,332 | 307,932 | ||
Warrant [Member] | ||||
Number of ordinary shares converted | 16,795,604 | 16,401,058 | ||
Number of restricted shares excluded from common shares | 1,340,984 | 1,227,646 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent | 38.00% | 23.00% | 20.00% | 21.00% |
Minimum [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 10.00% | |||
Maximum [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 42.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Payments for Rent | $ 34,900 | $ 34,900 | $ 115,200 | $ 103,800 | |
Services charges | 30 | 40 | 50 | 80 | |
Liabilities | 777,554 | 777,554 | $ 742,636 | ||
Prime Business Solutions LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Maintenance fees payables. | 700 | 700 | 300 | ||
Nine Energy Service, Inc. [Member] | Coiled Tubing Equipment [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payments to Acquire Property, Plant, and Equipment | 300 | 100 | 1,100 | 1,500 | |
Nine Energy Service, Inc. [Member] | Coiled Tubing Equipment Products And Services [Member] | |||||
Related Party Transaction [Line Items] | |||||
Liabilities | 1,500 | 1,500 | 3,700 | ||
Basin Holdings U S L L C [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payments to Acquire Property, Plant, and Equipment | 300 | 1,100 | 600 | 1,600 | |
Liabilities | 200 | 200 | 0 | ||
Mubbadrah Group Entities [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payments for Rent | 60 | 60 | 200 | 200 | |
Accounts Payable, Related Parties | 300 | 300 | 300 | ||
Heavy Equipment Manufacturing Trading LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts Receivable, Related Parties | $ 600 | $ 600 | $ 600 | ||
Business Solutions LLC [Member] | Prime Business Solutions LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | |||
Administrative Fees Expense | $ 100 | $ 100 | $ 400 | $ 900 |
SCHEDULE OF SEGMENT REPORTING,
SCHEDULE OF SEGMENT REPORTING, INFORMATION ON REVENUES AND LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 217,992 | $ 218,423 | $ 665,345 | $ 620,971 | |
Long-Lived Assets | 466,732 | 466,732 | $ 437,743 | ||
Operating Income (Loss) | 8,102 | 18,987 | 38,181 | 55,360 | |
Production Services [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 138,060 | 148,292 | 427,497 | 420,516 | |
Long-Lived Assets | 322,325 | 322,325 | 303,625 | ||
Operating Income (Loss) | 10,625 | 21,425 | 42,822 | 62,970 | |
Drilling and Evaluation Services [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 79,932 | 70,131 | 237,848 | 200,455 | |
Long-Lived Assets | 125,635 | 125,635 | 124,062 | ||
Operating Income (Loss) | 7,084 | 7,377 | 25,355 | 23,579 | |
Total Reportable Segments [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Long-Lived Assets | 447,960 | 447,960 | 427,687 | ||
Operating Income (Loss) | 17,709 | 28,802 | 68,177 | 86,549 | |
Unallocated Assets [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Long-Lived Assets | 18,772 | 18,772 | $ 10,056 | ||
Unallocated Expenses [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Operating Income (Loss) | $ (9,607) | $ (9,815) | $ (29,996) | $ (31,189) |
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 | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 217,992 | $ 218,423 | $ 665,345 | $ 620,971 | |
Long-Lived Assets | 466,732 | 466,732 | $ 437,743 | ||
MENA [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 215,557 | 215,762 | 657,890 | 612,560 | |
Long-Lived Assets | 458,447 | 458,447 | 429,283 | ||
Rest of World [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,435 | $ 2,661 | 7,455 | $ 8,411 | |
Long-Lived Assets | 8,285 | 8,285 | 8,460 | ||
Domestic British Virgin Islands [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-Lived Assets |
REPORTABLE SEGMENTS (Details Na
REPORTABLE SEGMENTS (Details Narrative) | 9 Months Ended |
Sep. 30, 2021Segments | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Millions | Nov. 01, 2021 | Dec. 31, 2021 | Sep. 30, 2021 |
Secured Facilities Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Covenant Description | 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. | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Description | No payments are due on the term loan until the first quarter of 2023 | ||
Subsequent Event [Member] | Working Capital Facility [Member] | |||
Subsequent Event [Line Items] | |||
Long-term Line of Credit | $ 350 | ||
Subsequent Event [Member] | Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Long-term Line of Credit | 80 | ||
Subsequent Event [Member] | Term Loan [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument face amount | 430 | ||
Subsequent Event [Member] | Term Loan [Member] | Secured Facilities Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument face amount | $ 860 | ||
Debt Instrument, Covenant Description | Borrowings under the term and revolving facilities will incur interest at the rate of three-month LIBOR plus 2.6% to 3.0% per annum, varying based on the Company’s Net Debt / EBITDA ratio. Covenants will include 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. |