Cover
Cover | 12 Months Ended |
Dec. 31, 2023 shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2023 |
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 Incorporation, State or Country Code | D8 |
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 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 94,996,397 |
ICFR Auditor Attestation Flag | true |
Document Financial Statement Error Correction [Flag] | false |
Auditor Firm ID | 3211 |
Auditor Name | Grant Thornton Audit and Accounting Limited (Dubai Branch) |
Auditor Location | Dubai, United Arab Emirates |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
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 |
City Area Code | (832) |
Local Phone Number | 925-3777 |
Contact Personnel Name | Stefan Angeli |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 67,821 | $ 78,853 |
Accounts receivable, net (Note 6) | 171,269 | 148,709 |
Unbilled revenue | 95,997 | 110,186 |
Service inventories (Note 7) | 98,434 | 110,521 |
Prepaid assets | 9,238 | 337 |
Retention withholdings | 48,419 | 34,268 |
Other receivables | 39,778 | 38,271 |
Other current assets | 10,759 | 16,669 |
Total current assets | 541,715 | 537,814 |
Non-current assets | ||
Property, plant and equipment, net (Note 8) | 442,666 | 461,061 |
Intangible assets, net (Note 9) | 84,304 | 102,914 |
Goodwill (Note 9) | 645,095 | 645,095 |
Operating lease right-of-use assets (Note 10) | 31,628 | 29,970 |
Other assets | 52,332 | 51,473 |
Total assets | 1,797,740 | 1,828,327 |
Liabilities | ||
Accounts payable and accrued expenses | 351,240 | 353,536 |
Current installments of long-term debt (Note 11) | 71,744 | 53,352 |
Short-term borrowings (Note 11) | 48,889 | 89,885 |
Income taxes payable (Note 13) | 8,421 | 7,262 |
Other taxes payable | 14,674 | 7,604 |
Operating lease liabilities (Note 10) | 7,406 | 6,263 |
Other current liabilities | 31,073 | 26,166 |
Total current liabilities | 533,447 | 544,068 |
Long-term debt (Note 11) | 331,565 | 391,863 |
Deferred tax liabilities (Note 13) | ||
Employee benefit liabilities (Note 12) | 28,935 | 24,382 |
Non-current operating lease liabilities (Note 10) | 25,145 | 25,051 |
Other liabilities | 57,154 | 40,615 |
Total liabilities | 976,246 | 1,025,979 |
Commitments and contingencies (Note 14) | ||
Equity | ||
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding at December 31, 2023 and December 31, 2022, respectively (Note 16) | ||
Common stock and additional paid in capital, no par value; unlimited shares authorized; 94,996,397 and 94,012,752 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively (Note 16) | 883,865 | 877,299 |
Retained (deficit) | (62,440) | (75,020) |
Accumulated other comprehensive income | 69 | 69 |
Total equity | 821,494 | 802,348 |
Total liabilities and equity | $ 1,797,740 | $ 1,828,327 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | Unlimited |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, no par value | $ 0 | $ 0 |
Common Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | Unlimited |
Common stock, shares issued | 94,996,397 | 94,012,752 |
Common stock, shares outstanding | 94,996,397 | 94,012,752 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 1,145,915 | $ 909,517 | $ 876,729 |
Cost of services | (997,265) | (844,039) | (873,948) |
Gross profit | 148,650 | 65,478 | 2,781 |
Selling, general and administrative expenses (excluding Amortization) | (49,173) | (47,530) | (28,071) |
Amortization | (18,774) | (18,865) | (18,042) |
Operating income / (loss) | 80,703 | (917) | (43,332) |
Interest expense, net | (45,826) | (34,126) | (15,174) |
Other (expense) / income, net | (5,031) | 5,242 | (2,073) |
Income / (loss) before income tax | 29,846 | (29,801) | (60,579) |
Income tax expense | (17,266) | (6,619) | (3,989) |
Net income / (loss) | $ 12,580 | $ (36,420) | $ (64,568) |
Weighted average shares outstanding (Note 17): | |||
Basic | 94,748,324 | 92,962,048 | 91,043,830 |
Diluted | 94,748,324 | 92,962,048 | 91,043,830 |
Net earnings per share (Note 17): | |||
Basic | $ 0.13 | $ (0.39) | $ (0.71) |
Diluted | $ 0.13 | $ (0.39) | $ (0.71) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net income / (loss) | $ 12,580 | $ (36,420) | $ (64,568) |
Other comprehensive income, net of tax | |||
Foreign currency translation adjustments | 5 | ||
Total Comprehensive Income, net of tax | $ 12,580 | $ (36,420) | $ (64,563) |
Consolidated Statements Shareho
Consolidated Statements Shareholders' Equity - USD ($) $ in Thousands | Common Stock And Additional Paid In Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance value at Dec. 31, 2020 | $ 831,146 | $ 64 | $ 28,741 | $ 859,951 | $ (8) | $ 859,943 |
Beginning balance, shares at Dec. 31, 2020 | 87,777,553 | |||||
Share-based compensation expense | $ 9,759 | 9,759 | 9,759 | |||
Vesting of restricted share units | ||||||
Vesting of restricted share units, shares | 940,032 | |||||
Other | 5 | 5 | 5 | |||
Other, shares | ||||||
Net (loss) / income | (64,568) | (64,568) | (64,568) | |||
Shares issued to SAPESCO Selling Shareholders | $ 17,569 | 17,569 | 17,569 | |||
Shares issued to SAPESCO selling shareholders, shares | 2,648,650 | |||||
Acquisition of SAPESCO Noncontrolling Interest | $ (1,682) | (1,682) | 8 | (1,674) | ||
Balance value at Dec. 31, 2021 | $ 856,792 | 69 | (35,827) | 821,034 | 821,034 | |
Ending balance, shares at Dec. 31, 2021 | 91,366,235 | |||||
Share-based compensation expense | $ 9,269 | 9,269 | ||||
Vesting of restricted share units | ||||||
Vesting of restricted share units, shares | 996,517 | |||||
Other | ||||||
Other, shares | ||||||
Net (loss) / income | (36,420) | (36,420) | ||||
Current Expected Credit Loss Accounting Standard Adoption (Note 3) | (2,773) | (2,773) | ||||
Acquisition of W.D. Van Gonten Engineering (Note 9) | $ 11,238 | 11,238 | ||||
Acquisition of W.D. Van Gonten Engineering, shares (Note 10) | 1,650,000 | |||||
Balance value at Dec. 31, 2022 | $ 877,299 | 69 | (75,020) | 802,348 | ||
Ending balance, shares at Dec. 31, 2022 | 94,012,752 | |||||
Share-based compensation expense | $ 6,763 | 6,763 | ||||
Vesting of restricted share units | $ (197) | (197) | ||||
Vesting of restricted share units, shares | 983,645 | |||||
Other | ||||||
Other, shares | ||||||
Net (loss) / income | 12,580 | 12,580 | ||||
Balance value at Dec. 31, 2023 | $ 883,865 | $ 69 | $ (62,440) | $ 821,494 | ||
Ending balance, shares at Dec. 31, 2023 | 94,996,397 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net (loss) / income | $ 12,580 | $ (36,420) | $ (64,568) |
Adjustments to reconcile net (loss) / income to net cash provided by operating activities: | |||
Depreciation and amortization | 142,230 | 115,845 | 122,125 |
Share-based compensation expense | 6,763 | 9,269 | 9,759 |
Loss (Gain) on disposal of assets | 487 | (60) | 333 |
Non-cash interest (income) expense | 1,549 | 8,087 | 3,041 |
Deferred tax expense / (benefit) | (3,753) | (10,261) | (12,140) |
Allowance for (reversal of) doubtful receivables | 410 | 8,185 | 1,114 |
Charges on obsolete service inventories | 137 | 100 | 3,610 |
Earn-outs on business combinations | 1,767 | ||
Impairments and other charges | 7,917 | ||
(Gain) on Buyer Stock Adjustment Amount (Note 9) | (4,236) | ||
Other operating activities, net | 933 | 837 | (75) |
Changes in operating assets and liabilities: | |||
(Increase) decrease in accounts receivable | (22,971) | (29,252) | (8,289) |
(Increase) decrease in unbilled revenue | 14,189 | (1,704) | 56,088 |
(Increase) decrease in retention withholdings | (14,151) | 6,837 | (4,000) |
(Increase) decrease in inventories | 11,951 | (16,756) | (3,236) |
(Increase) decrease in prepaid expenses | (8,901) | 6,164 | (884) |
(Increase) decrease in other current assets | 2,817 | (13,711) | (16,717) |
(Increase) decrease in other long-term assets and liabilities | 16,259 | 6,075 | 8,854 |
Increase (decrease) in accounts payable and accrued expenses | (3,365) | 33,651 | 31,221 |
Increase (decrease) in other current liabilities | 11,878 | 9,926 | (260) |
Net cash provided by operating activities | 176,959 | 92,576 | 127,743 |
Cash flows from investing activities: | |||
Capital expenditures | (68,190) | (122,415) | (107,076) |
IPM investments (Note 3) | (16,031) | (17,367) | |
Proceeds from disposal of assets | 1,758 | 626 | 2,760 |
Acquisition of business, net of cash acquired | (51,921) | ||
Other investing activities | (1,000) | (7,552) | (8,299) |
Net cash used in investing activities | (83,463) | (146,708) | (164,536) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 11,300 | 3,194 | 527,488 |
Repayments of long-term debt | (54,763) | (78,755) | (360,000) |
Proceeds from short-term borrowings | 94,506 | 139,482 | 123,787 |
Repayments of short-term borrowings | (137,402) | (119,165) | (78,983) |
Payments on capital leases | (2,403) | (3,108) | (21,361) |
Payments on seller-provided financing for capital expenditures | (15,569) | (14,443) | (15,333) |
Other financing activities, net | (197) | (8,054) | |
Net cash provided by (used in) financing activities | (104,528) | (72,795) | 167,544 |
Effect of exchange rate changes on cash | 8 | 9 | |
Net increase (decrease) in cash | (11,032) | (126,919) | 130,760 |
Cash and cash equivalents, beginning of period | 78,853 | 205,772 | 75,012 |
Cash and cash equivalents, end of period | 67,821 | 78,853 | 205,772 |
Supplemental disclosure of cash flow information (also refer Note 3): | |||
Interest paid | 33,914 | 19,236 | 9,890 |
Income taxes paid | $ 15,221 | $ 10,989 | $ 12,777 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
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”). 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,” or the “Action Business Combination”). On July 1, 2022, NESR acquired a minority stake in W. D. Von Gonten Engineering LLC (“WDVGE” or the “WDVGE Investment”), a premier Reservoir Characterization and Geological & Geophysical (“G&G”) laboratory and consulting business. NESR’s revenues are primarily derived by providing production services (“Production Services”) such as hydraulic fracturing, coiled tubing, stimulation and pumping, cementing, nitrogen services, filtration services, pipelines and industrial services, production assurance, artificial lift services, completions and integrated production management. NESR also provides drilling and evaluation services (“Drilling and Evaluation Services”) such as rigs and integrated services, fishing and downhole tools, thru-tubing intervention, tubular running services, directional drilling, drilling fluids, pressure control, well testing services, wireline logging services, and slickline services. NESR has significant operations throughout the MENA region including Saudi Arabia, Oman, Kuwait, United Arab Emirates, Algeria, Egypt, Libya, Iraq and Qatar. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All amounts are shown in U.S. dollars, except as noted. Use of estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates include the purchase price allocation for the acquisition of Action, the determination of reserves and future production associated with Integrated Production Management (“IPM”) projects, allowance for credit losses, evaluation for impairment of property, plant and equipment, evaluation for impairment of goodwill and intangible assets, evaluation for impairment of cost and equity method investments (and as required, fair valuation thereof), estimated useful lives of property, plant, and equipment and intangible assets, provision for inventories obsolescence, 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 consolidated 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation The Company consolidates entities in which the Company has a majority voting interest and entities that meet the criteria for variable interest entities for which the Company is deemed to be the primary beneficiary for accounting purposes. The Company eliminates intercompany transactions and accounts in consolidation. Functional and presentation currency These consolidated financial statements are presented in U.S. Dollars (“USD”), which is the functional and reporting currency of the Company. The majority of the Company’s sales are denominated in USD. Each subsidiary of NESR determines its own functional currency and items included in the financial statements of each subsidiary are measured using that functional currency. All financial information presented in USD is rounded to the nearest thousand, unless otherwise indicated. Transactions in foreign currencies are translated to the respective functional currency of the Company’s subsidiaries at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate as of the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Foreign currency differences are generally recognized in profit or loss. Non-monetary items that are measured based on historical cost in a foreign currency are not translated. The assets and liabilities of entities whose functional currency is not the USD are translated into the USD at the exchange rate as of the reporting date. The income and expenses of such entities are translated into the USD using average exchange rates for the reporting period. Exchange differences on foreign currency translations are recorded in other comprehensive income (loss). Restatement As disclosed in our Annual Report on Form 20-F for the year ended December 31, 2022, the Company restated certain balances included in its financial statements as of and for the year-ended December 31, 2020. Revenue recognition The Company recognizes revenue from contracts with customers upon transfer of control of promised services to customers at an amount that reflects the consideration it expects to receive in exchange of services. The Company typically receives “callouts” from its customers for specific services at specific customer locations, typically initiated by the receipt of a purchase/service order or similar document from the customer. Customer callouts request that the Company provide a “suite of services” to fulfill the service order, encompassing personnel, use of Company equipment, and supplies required to perform the work. Rates for these services are defined in the Company’s contracts with customers. The term between invoicing and when the payment is due is typically 30-60 days. Revenue is recognized for each performance obligation when the customer obtains control of the service the Company is providing. For most services, control is obtained over time as (1) the customer simultaneously receives and consumes the benefits provided by the Company’s performance as Company employees perform and (2) the Company’s performance creates or enhances an asset that the customer controls. Revenue is recorded based on daily drilling logs, recognized at the standalone selling price of the services provided as reduced proportionately for management’s estimate of volume or early pay discount where applicable. Upon initial recording, revenue is presented as unbilled revenue on the Company’s Consolidated Balance Sheet and subsequently reclassified to Accounts receivable when the final invoice is presented to the customer or accepted in the customer’s electronic invoice processing portal, as applicable. Amounts collected on behalf of third parties in conjunction with revenue, such as taxes, are generally presented gross as the Company is typically the principal in each taxing jurisdiction. Costs of obtaining a customer contract that are incremental and expected to be recovered are recognized as an asset. Costs are subsequently amortized over the term of the contract or less if circumstances indicate that a shorter deferral period better matches these costs with the revenue they generate. Costs that relate directly to a contract or an anticipated contract that the Company can specifically identify, that generate or enhance resources of the Company that will be used in satisfying performance obligations in the future, and are expected to be recovered, are capitalized as contract fulfillment costs and amortized into the Statements of Operations of the Company over the period of anticipated benefit. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Supplemental cash flow information Non-cash transactions were as follows during the year ended December 31, 2023: ● Purchases of property, plant, and equipment in Accounts payable of $ 17.6 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 5.5 Non-cash transactions were as follows during the year ended December 31, 2022: ● Purchases of property, plant, and equipment in Accounts payable of $9.1 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 11.6 ● During the year-to-date period ended December 31, 2022, the Company issued NESR ordinary share consideration of 1,650,000 Non-cash transactions were as follows during the year ended December 31, 2021: ● Purchases of property, plant, and equipment in Accounts payable of $ 2.6 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 7.3 1.1 6.0 ● Obligations of $ 4.4 6.1 ● The Company issued NESR ordinary share consideration of 2,237,000 145,039 266,611 Concentration of credit risk The Company’s assets that are exposed to concentrations of credit risk consist primarily of cash, accounts receivable from customers, unbilled revenue from customers, and retention withholdings. The Company places its cash with financial institutions and limits the amount of credit exposure with any one of them. The Company regularly evaluates the creditworthiness of the issuers in which it invests. The Company minimizes this credit risk by entering into transactions with high-quality counterparties, limiting the exposure to each counterparty and monitoring the financial condition of its counterparties. Unbilled revenue, accounts receivable and allowance for credit losses Trade accounts receivable are recorded at the invoiced amount. Accounts receivable are reclassified from unbilled revenue when presented to the customer or accepted in the customer’s electronic invoice processing portal, if applicable. No interest is charged on past-due balances. On January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses 2.8 The Company monitors its customers’ payment history and current credit worthiness to determine that collectability of the related financial assets is reasonably assured. The Company also considers the overall business climate in which our customers operate. For accounts receivable, a loss allowance matrix is utilized to measure lifetime expected credit losses. The matrix contemplates historical credit losses by age of receivables, adjusted for any forward-looking information and management expectations. Prior to the adoption of ASC 326, the Company maintained an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowances management considers historical losses adjusted to take into account current market conditions and the customer’s financial conditions, the amount of receivable in dispute, current receivables ageing and current payment patterns. Significant accounts receivable balances and balances that have been outstanding greater than 90 days are reviewed for collectability. Account balances, when determined to be uncollectable, are charged against the allowance. Service inventories The Company’s service inventory consists of spare parts and chemicals support ongoing operations which are held for the purpose of service contracts and are measured at the lower of cost or net realizable value. The cost is based on the weighted average cost principle and includes expenditures incurred in acquiring the service inventories. Net realizable value is the estimated selling price less estimated costs of completion and selling expenses incurred in the ordinary course of business. The Company determines charges for obsolete service inventory based on historical usage of inventory on-hand, assumptions about future demand and market conditions and estimates about potential alternative uses, which are limited. Property, plant and equipment Property, plant and equipment, inclusive of equipment under capital lease, is stated at cost less accumulated depreciation. The cost of ordinary maintenance and repair is charged to operating expense, while replacement of critical components and major improvements that extend the life of the related asset are capitalized. Capital work in progress mainly represents costs incurred on drilling rigs and equipment that are in transit at the reporting date. No depreciation is charged to capital work in progress. Depreciation of property, plant and equipment is calculated using the straight-line method over the asset’s estimated useful life as follows: SCHEDULE OF ESTIMATED USEFUL LIFE PROPERTY, PLANT AND EQUIPMENT Buildings and leasehold improvements 5 25 Drilling rigs, plant and equipment 1 15 Office equipment (furniture and fixtures) and tools 3 10 Vehicles and cranes 5 10 Equipment held under capital leases are generally amortized on a straight-line basis over the shorter of the estimated useful life of the underlying asset and the term of the lease. Property, plant and equipment is reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. Events or circumstances that may indicate include, but are not limited to, matters such as a significant decline in market value or a significant change in business climate (“triggering events”). An impairment loss is recognized when the carrying value of an asset exceeds the estimated undiscounted future cash flows from the use of the asset and its eventual disposition. The amount of impairment loss recognized is the excess of the asset’s carrying value over its fair value. In determining the fair market value of the assets, the Company considers market trends and recent transactions involving sales of similar assets, or when not available, discounted cash flow analysis. The Company has not recorded any impairment charges of property, plant and equipment in the accompanying Consolidated Statements of Operations for any of the periods presented. Assets to be disposed of are reported at the lower of the carrying value or the fair value less cost to sell. Upon sale or other disposition of an asset, the Company recognizes a gain or loss on disposal measured as the difference between the net carrying value of the asset and the net proceeds received. Production Management Assets The Company’s IPM projects are focused on developing and managing production on behalf of the Company’s customers under long-term agreements. The Company invests its own services and products, and in some cases cash, into the field development activities and operations. Although in certain arrangements the Company is paid for a portion of the services or products it provides, generally the Company is not be paid at the time of providing its services or upon delivery of its products. Instead, the Company is compensated based upon cash flow generated. Revenues from IPM arrangements, which is recognized as the related production is achieved, represented less than 1 0 0 The Company capitalizes its cash investments in a project as well as the direct costs associated with providing services or products for which the Company will be compensated when the related production is achieved. These capitalized investments are amortized to the Consolidated Statements of Operations as the related production is achieved based on the units of production method, whereby each unit produced is assigned a pro-rata portion of the unamortized costs based on estimated total production, resulting in a matching of revenue with the applicable costs. Amortization expense relating to these capitalized investments was $ 13.7 0.0 0.0 The unamortized portion of the Company’s investments in IPM projects was $ 18.8 17.4 At December 31, 2023, the Company assessed whether the unamortized costs associated with these investments exceed the present value of future cash flows from the projects, and has recorded an impairment charge of $ 0.9 Goodwill Goodwill is the excess cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is evaluated for impairment on an annual basis on October 1st, or more frequently if circumstances require. The Company performs a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the applicable reporting unit is less than its carrying amount. If the Company determines, as a result of its qualitative assessment, that it is not more-likely-than-not that the fair value of the applicable reporting unit is less than its carrying amount, no further testing is required. If the Company determines, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of the applicable reporting unit is less than its carrying amount, a goodwill impairment assessment is performed using a two-step, fair-value based test. Under the first step, goodwill is reviewed for impairment by comparing the carrying value of the reporting unit’s net assets (including allocated goodwill) to the fair value of the reporting unit. The fair value of the reporting units is determined using a discounted cash flow approach. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, discount rates, operating margins, weighted average costs of capital, market share and future market conditions, among others. If the reporting unit’s carrying value is greater than its fair value, a second step is performed whereby the implied fair value of goodwill is estimated by allocating the fair value of the reporting unit in a hypothetical purchase price allocation analysis. If the amount of goodwill resulting from this hypothetical purchase price allocation is less than the carrying value of the reporting unit’s goodwill, the recorded carrying value of goodwill is written down to the implied fair value. The Company performed quantitative assessments for both of its reporting units as of October 1, 2023, October 1, 2022, and October 1, 2021, and has not recorded any impairment charge for goodwill in the accompanying Consolidated Statements of Operations for any of the periods presented. Intangible assets Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805. The Company’s intangible assets with finite lives consist of customer contracts, trademarks and trade names. The cost of intangible assets with finite lives is amortized over the estimated period of economic benefit on a straight-line basis, ranging from eight ten years Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. These conditions may include a change in the extent or manner in which the asset is being used or a change in future operations. The Company assesses the recoverability of the carrying amount by preparing estimates of future revenue, margins and cash flows. If the sum of expected future cash flows (undiscounted) is less than the carrying amount, an impairment loss is recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. Fair value of these assets may be determined by a variety of methodologies, including discounted cash flow models. Investments in Equity Instruments Investments in equity instruments (of entities in which the Company do not have either a controlling financial interest or significant influence, most often because the Company hold a voting interest of 0 20 Equity method investments are equity holdings in entities in which the Company do not have a controlling financial interest, but over which the Company have significant influence, most often because the Company hold a voting interest of 20 50 Leasing In February 2016, the FASB issued ASU 2016-02, Leases Upon transition, the Company applied the package of practical expedients permitted under the ASC 842 transition guidance. As a result, the Company did not reassess (1) whether expired or existing contracts contain leases under the new definition of a lease, including whether an existing or expired contract contains an embedded lease, (2) lease classification for expired or existing leases and (3) any initial direct costs of existing leases. As a result of the adoption of ASC 842 on January 1, 2022, the Company recorded right-of-use assets of $ 33.7 0.4 0.1 33.2 The Company determines if an arrangement contains a lease at inception. The Company has operating leases that primarily consist of land and buildings. The Company also has finance leases for its equipment. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease term is determined to be the non-cancelable period including any lessee renewal options which are considered to be reasonably certain of exercise. The Company has elected the practical expedient to utilize the risk-free rate over a similar period as the remaining lease term as the applicable discount rate. Lease expense for fixed lease payments on operating leases is recognized over the expected term on a straight-line basis, while interest expense for fixed lease payments on finance leases is recognized using the effective interest method. The Company has elected, as an accounting policy, to not apply the recognition requirements in ASC 842 to short-term leases. The Company did not elect the hindsight practical expedient, which would have allowed the Company to revisit key assumptions, such as lease term, that were made when the lease was originally entered. The Company has also elected, as a practical expedient, by underlying class of asset, not to separate lease components from non-lease components and instead, account for them as a single lease component. Prior to the adoption of ASC 842, the Company evaluated and classified its leases as operating or capital for financial reporting purposes. Assets held under capital leases were included in Property, plant and equipment, net, on the Consolidated balance sheets. Operating lease expense is recorded on a straight-line basis over the lease term in the Consolidated Statements of Operations. Employee benefits The Company provides defined benefit plan of severance pay to the 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 minimum service period (1-2 years) and taking into account the provisions of local applicable law or as per applicable employee contracts. 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 statement of income. 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. 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 as incurred. Income taxes The Company applies an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are computed for differences between the financial statement carrying amount and the tax basis of assets and liabilities that will result in future deductible or taxable amounts and for carryforwards, based on enacted tax laws and rates applicable to the periods in which the deductible or taxable temporary differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company applies a recognition threshold and measurement attribute for evaluating tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position, based solely on the technical merits, must be more-likely-than-not to be sustained upon examination by taxing authorities. Recognized tax positions are measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. The Subsidiaries operate in multiple tax jurisdictions in the Middle East, North Africa and Asia. The Company has provided for income taxes based on enacted tax laws and tax rates in effect in the countries where the Company operates and earns income. The income taxes in these jurisdictions vary substantially. The Company engages in transactions in which the income tax consequences may be subject to uncertainty and examination by the varying taxing authorities. Significant judgment is required by the Company’s management in assessing and estimating the income tax consequences of these transactions. While the Company prepares tax returns based on interpretations of tax laws and regulations, in the normal course of business, the income tax returns may be subject to examination by the various taxing authorities. Such examinations may result in future assessments of additional income tax, interest and penalties. NESR classifies interest and penalties relating to an underpayment of income taxes within income tax (expense) / benefit in the Consolidated Statements of Operations. Considerable judgment is involved in determining which tax positions are more likely than not to be sustained. Commitments and contingencies The Company accrues for costs relating to litigation claims and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and reasonably estimable. In circumstances where the most likely outcome of a contingency can be reasonably estimated, the Company accrues a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than others, the low end of the range is accrued. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous judgments with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known. Stock-based compensation arrangements The Company provides stock-based compensation in the form of restricted stock awards to members of its Board of Directors and employees. Awards are issued pursuant to the terms of the Company’s 2018 Long Term Incentive Plan (“LTIP”) and valued at their grant date fair value. Such awards qualify as participating securities as they have the right to participate in dividends issued on the Company’s ordinary shares, if any. Grants to members of the Company’s Board of Directors are time-based and vest ratably over a 1 3 Net (loss) / income per ordinary share Basic income per ordinary share was computed by dividing basic net (loss) / income by the weighted-average number of ordinary shares outstanding. Diluted income per ordinary share was computed by dividing diluted net (loss) / income by the weighted-average number of ordinary shares outstanding plus dilutive potential ordinary shares, if any. Dilutive potential ordinary shares include outstanding warrants, restricted stock awards, and/or other contracts to issue ordinary stock and are determined by applying the treasury stock method or if-converted method, as applicable, if dilutive. Derivative financial instruments The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as an embedded derivative. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as other income (expense). Fair value of financial instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, unbilled revenue, accounts payable, leases, contingent consideration assumed in the Action transaction (Note 4), loans and borrowings and private warrants. The fair value of the Company’s financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Segment information An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses and about which separate financial information is regularly evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources. Similar operating segments can be aggregated into a single operating segment if the businesses are similar. Management has determined that the Company has two operating segments and two reportable segments (Note 20), which reflects the manner in which the CODM operates the Company. The Company’s CODM is its Chief Executive Officer. Recently issued accounting standards not yet adopted All 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. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2023 | |
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 16.9 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 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 Black Sholes simulation. Collectively, the First Earn-Out, Second Earn-Out, and Third Earn-Out were fair valued at $ 6.4 Subsequent to May 5, 2021, the Company recorded valuation adjustments to the First Earn-Out and Second Earn-Out totalling ($ 0.9 0.7 0.5 0.6 0.7 0.0 6.0 3.0 4.3 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 ● deferred cash consideration of $ 16.9 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 Cash consideration $ 36,767 Deferred cash consideration 16,935 Total consideration – cash 53,702 First Earn-Out 2,716 Second Earn-Out 3,635 Third Earn-Out - Total estimated earn-out mechanisms 6,351 Total consideration $ 60,053 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 following table summarizes the final purchase price allocation (in US$ thousands): SCHEDULE OF PURCHASE PRICE ALLOCATION Allocation of consideration Cash and cash equivalents $ 382 Accounts receivable 8,565 Unbilled revenue 1,352 Service inventories 2,862 Prepaid assets 310 Other receivables 89 Other current assets 1,122 Property, plant and equipment 13,162 Intangible assets 29,100 Other assets 2,053 Total identifiable assets acquired 58,997 Accounts payable 5,294 Accrued expenses 2,465 Other current liabilities 200 Employee benefit liabilities 584 Net identifiable liabilities acquired 8,543 Total fair value of net assets acquired 50,454 Goodwill 9,599 Total consideration $ 60,053 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 allocation to intangible assets is as follows (in US$ thousands): SCHEDULE OF ALLOCATION TO INTANGIBLE ASSETS Fair Value Total Useful Life (In US$ Customer relationships $ 29,100 10 Total intangible assets $ 29,100 Goodwill As of December 31, 2022, $ 9.6 In accordance with FASB ASC Topic 350, Goodwill and Other Intangible Assets Supplemental unaudited pro-forma information The following table summarizes the supplemental consolidated results of the Company on an unaudited pro-forma basis, as if the Action Business Combination had been consummated on January 1, 2021, for the year ended December 31, 2021 (in US$ thousands): SCHEDULE OF UNAUDITED PROFORMA INFORMATION December 31, Revenues $ 885,671 Net (loss) / income (64,529 ) These supplemental unaudited 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 supplemental unaudited 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 $ 25.1 million and net income of $ 3.9 million are included in the Consolidated Statement of Operations during year ended December 31, 2021. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
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. Ninety-nine percent 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 Year ended Description December 31, December 31, December 31, Revenue by Phase in Well’s Lifecycle: Production Services $ 785,642 $ 567,249 $ 554,097 Drilling and Evaluation Services 360,273 342,268 322,632 Total revenue by phase in well’s life cycle $ 1,145,915 $ 909,517 $ 876,729 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, December 31, Trade receivables $ 180,989 $ 161,373 Less: allowance for credit losses (9,720 ) (12,664 ) Total $ 171,269 $ 148,709 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 December 31, 2023, and December 31, 2022 were $ 181.0 161.4 SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS December 31, December 31, December 31, Year ended December 31, December 31, December 31, Allowance for credit losses at beginning of period $ (12,664 ) $ (2,052 ) $ (1,722 ) CECL Accounting Standard Adoption (Note 3) - (2,773 ) - (Increase) decrease to allowance for the period 410 (8,185 ) (769 ) (Recovery) write-off of credit losses 2,534 346 439 Allowance for credit losses at end of period $ (9,720 ) $ (12,664 ) $ (2,052 ) The Company’s allowance for credit losses at December 31, 2023 and 2022, includes $ 7.2 9.4 |
SERVICE INVENTORIES
SERVICE INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, December 31, 2023 2022 Spare parts $ 66,615 $ 64,006 Chemicals 31,819 46,515 Total $ 98,434 $ 110,521 |
PROPERTY, PLANT, & EQUIPMENT
PROPERTY, PLANT, & EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
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) December 31, December 31, Buildings and leasehold improvements 5 25 $ 57,002 $ 52,442 Drilling rigs, plant and equipment 1 15 749,492 677,263 Office equipment (furniture and fixtures) and tools 3 10 16,763 15,937 Vehicles and cranes 5 10 14,446 15,756 Property plant and equipment, gross 14,446 15,756 Less: Accumulated depreciation (420,812 ) (323,325 ) Land 11,664 11,664 Capital work in progress 14,111 11,324 Total $ 442,666 $ 461,061 The Company recorded depreciation expense of $ 109.7 97.0 104.1 |
GOODWILL, INTANGIBLE, AND OTHER
GOODWILL, INTANGIBLE, AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL, INTANGIBLE, AND OTHER ASSETS | GOODWILL, INTANGIBLE, AND OTHER ASSETS Goodwill Changes in the carrying amount of goodwill of the Company between December 31, 2022, and December 31, 2023, are as follows (in US$ thousands): SCHEDULE OF CHANGES IN CARRYING AMOUNT OF GOODWILL Production Drilling and Goodwill Balance as of December 31, 2022 $ 459,710 $ 185,385 $ 645,095 Not applicable - - - Balance as of December 31, 2023 $ 459,710 $ 185,385 $ 645,095 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 December 31, 2023 December 31, 2022 Gross Accumulated Net Gross carrying Accumulated Net Customer contracts & relationships $ 153,500 $ (76,899 ) $ 76,601 $ 153,500 $ (61,477 ) $ 92,023 Trademarks and trade names 25,940 (18,237 ) 7,703 25,940 (15,049 ) 10,891 Total intangible assets $ 179,440 $ (95,136 ) $ 84,304 $ 179,440 $ (76,526 ) $ 102,914 The aggregate amortization expense remaining for each of the five years subsequent to December 31, 2023, is $ 18.6 18.6 16.8 15.4 8.1 Equity method investments On July 1, 2022, NESR acquired a minority stake in WDVGE, a premier Reservoir Characterization and G&G laboratory and consulting business. The following table presents our investments at the dates indicated (in US$ thousands): SCHEDULE OF INVESTMENTS Segment Ownership December 31, 2023 December 31, 2022 WDVGE Production Services 46.2 % $ 7,782 16,086 During 2023, NESR recorded other than temporary impairment of $ 7.0 The following table presents earnings (loss) from equity investments for the periods indicated (in US$ thousands): SCHEDULE OF EARNINGS (LOSS) FROM EQUITY INVESTMENTS Segment Year ended 6 months ended WDVGE Production Services $ (454.1 ) 42.7 Summarized combined financial information for our equity method investments is as follows for the periods indicated (amounts represent 100% of investee financial information in US$ thousands): SCHEDULE OF FINANCIAL INFORMATION FOR OUR EQUITY METHOD INVESTMENTS December 31, 2023 December 31, 2022 Balance Sheet data: Current assets $ 4,397 4,484 Noncurrent assets 18,227 21,392 Total assets $ 22,624 25,876 Current liabilities $ 2,624 2,837 Other liabilities 13,115 15,171 Combined equity 6,885 7,868 Total liabilities and combined equity $ 22,624 25,876 Year ended 6 months ended Statement of operations data: Revenue $ 19,263 10,035 Operating (loss) / income (1,041 ) (350 ) Net (loss) / income (983 ) 92 Other investments To date, the Company has not made significant expenditures on research and development activities aside from making strategic investments and partnerships with companies to expand the NEDA and Drilling & Evaluation portfolios. These six investments are individually insignificant but total $ 15.2 14.2 Investments - Equity Securities |
LEASING
LEASING | 12 Months Ended |
Dec. 31, 2023 | |
Leasing | |
LEASING | LEASING Our leasing activities primarily consist of operating leases for administrative offices, manufacturing facilities, research centers, service centers, sales offices and certain equipment. The following table presents components of lease expense (in US$ thousands): SCHEDULE OF COMPONENTS OF LEASE EXPENSE Year ended Year ended December 31, 2023 December 31, 2022 Components of lease expense: Finance lease cost: Amortization of right-of-use assets $ 3,290 3,595 Interest on lease liabilities 166 390 Operating lease cost 8,715 7,142 Short-term lease (1) 146,206 136,818 Sublease income (24 ) (54 ) Total lease expense $ 158,353 147,891 (1) Leases with a term of one year or less, including leases with a term of one month or less . Amounts recognized in the Consolidated Balance Sheet (in US$ thousands): SCHEDULE OF AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEET As of 2023 As of 2022 Components of balance sheet: Operating leases: Operating lease right-of-use assets (non-current) $ 31,628 29,970 Current portion of operating lease liabilities 7,406 6,263 Operating lease liabilities (non-current) 25,145 25,051 Finance leases: Property, plant and equipment, net (non-current) $ 11,943 7,176 Other current liabilities 3,403 2,268 Other liabilities (not current) 4,128 192 SCHEDULE OF OPERATING LEASE LIABILITIES Year ended Year ended December 31, 2023 December 31, 2022 Other supplemental information (in US$ thousands except percentages): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 8,317 $ 6,662 Operating cash flows used by finance leases 166 390 Financing cash flows used by finance leases 2,403 3,108 Noncash investing and financing activities: Right-of-use assets obtained in exchange for lease obligations on adoption of ASC 842: Operating leases $ 33,651 Finance leases 10,771 Modifications of right-of-use assets obtained in exchange for lease obligations during the year ended: Operating leases 2,360 - Finance leases - - Right-of-use assets obtained in exchange for lease obligations during the year ended: Operating leases 5,855 1,945 Finance leases 7,679 - Derecognition of prepaid rent upon adoption of ASC 842 93 Derecognition of prepaid rent during the year ended: - 683 Derecognition of tenant improvements upon adoption of ASC 842 - 362 Weighted-average remaining lease term: Operating leases 12.84 14.29 Finance leases 2.68 1.35 Weighted-average discount rate for leases: Operating leases 7.60 % 7.39 % Finance leases 7.07 % 5.88 % As of December 31, 2023, maturities of our lease liabilities are as follows (in US$ thousands): SCHEDULE OF MATURITIES OF OUR LEASE LIABILITIES Operating Leases Finance Leases Year: 2024 $ 8,306 $ 3,833 2025 7,394 3,600 2026 3,847 720 2027 2,864 - 2028 2,285 - Thereafter 32,670 - Total lease payments 57,366 8,153 Less: imputed interest (24,815 ) (622 ) Total $ 32,551 $ 7,531 As of December 31, 2022, maturities of our lease liabilities are as follows (in US$ thousands): Operating Leases Finance Leases Year: 2023 $ 6,967 $ 2,402 2024 5,383 203 2025 4,958 - 2026 2,972 - 2027 2,567 - Thereafter 34,481 - Total lease payments 57,328 2,605 Less: imputed interest (26,014 ) (145 ) Total $ 31,314 $ 2,460 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 December 31, Secured Term Loan $ 387,000 $ 430,000 Secured Revolving Credit Facility 10,000 10,000 Borrowings from Long-Term 24 Month Working Capital Facilities 11,479 11,942 Less: unamortized debt issuance costs (5,170 ) (6,727 ) Total loans and borrowings 403,309 445,215 Less: current installments (71,744 ) (53,352 ) Long-term debt, net of unamortized debt issuance costs and excluding current installments $ 331,565 $ 391,863 2021 Secured Facilities Agreement On November 4, 2021, the Company entered into a $ 860 5.3 8.6 At inception, the $ 860 430 November 4, 2027 80.0 November 4, 2025 350 Prior to September 2023, borrowings under the Term Loan and RCF facilities incurred interest at the rate of three-month LIBOR for U.S. dollar denominated borrowings or SIBOR for Saudi Arabia Riyal borrowings plus 2.6 3.0 8.23 7.64 8.58 8.60 387.0 430.0 10.0 10.0 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 25% of the margin on the facility lender’s available commitment for the relevant quarter. Under the terms of the RCF, the final settlement is due by November 4, 2025. The Company is permitted to make any prepayment under this RCF in multiples of $5.0 million during this 4-year period up to November 4, 2025 70.0 70.0 The 2021 Secured Facilities Agreement also includes a working capital facility of $ 325 350 1.25 1.5 0.3125 178.6 252.9 146.4 97.1 The Company has also retained legacy bilateral working capital facilities from HSBC totaling $ 10.6 10.6 10.3 10.3 0.2 0.2 0.1 0.1 3.9 4.7 6.7 5.9 Utilization of the working capital facilities under both the legacy HSBC arrangement and 2021 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 HSBC arrangement and 2021 Secured Facilities Agreement that will be repaid quarterly over a period of up to two years. 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 2021 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 Short-term debt The Company’s short-term debt obligations consist of the following (in US$ thousands): SCHEDULE OF SHORT TERM DEBT OBLIGATIONS December 31, December 31, 2023 2022 Other short-term borrowings from working capital facilities $ 49,001 $ 91,747 Less: unamortized debt issuance costs (112 ) (1,862 ) Short-term debt, excluding current installments of long-term debt $ 48,889 $ 89,885 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 $ 2.8 8.8 As of December 31, 2023, the Company had utilized $ 2.8 0 4.4 4.4 Other debt information Scheduled principal payments of long-term debt for periods subsequent to December 31, 2023, are as follows (in US$ thousands): SCHEDULE PRINCIPAL PAYMENTS OF LONG TERM DEBT 2024 $ 71,744 2025 78,735 2026 64,500 2027 193,500 Total $ 408,479 |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS | EMPLOYEE BENEFITS Defined benefit plans The following tables set out the funded status of the end-of-service indemnities employees receive under one of the five benefit structures the Company and its subsidiaries offer to its employees and the amounts recognized in the Company’s financial statements as of December 31, 2023, and 2022 (in thousands): SCHEDULE OF FUNDED STATUS OF END-OF-SERVICE INDEMNITIES EMPLOYEES RECEIVE UNDER ONE OF FIVE BENEFIT STRUCTURES December 31, 2023 December 31, 2022 Change in benefit obligations Benefit obligations at the beginning of the year $ 28,314 $ 27,410 Actuarial (gain) / loss 1,344 (1,128 ) Service cost 4,979 4,876 Interest cost 1,522 675 Benefits paid (2,498 ) (3,519 ) Benefit obligations at the end of the year 33,661 28,314 Current benefit obligation (within Other current liabilities) 4,726 3,932 Non-current benefit obligation 28,935 24,382 Benefit obligation at the end of the year 33,661 28,314 Change in plan assets Fair value of plan assets at the beginning of the year - - Employer contributions 2,498 3,519 Benefits paid (2,498 )_ (3,519 ) Plan assets at the end of the year - - Unfunded status $ 33,661 $ 28,314 Net cost for the years ended December 31, 2023, 2022, and 2021, comprises the following components (in thousands): SCHEDULE OF COMPONENTS OF NET PERIODIC BENEFIT COST December 31, December 31, December 31, Year ended December 31, December 31, December 31, Service cost $ 4,979 $ 4,876 $ 4,545 Interest cost 1,522 675 482 Actuarial (gain)/loss 1,344 (1,128 ) (69 ) Other - - - Net cost $ 7,845 $ 4,423 $ 4,958 The weighted-average assumptions used to determine benefit obligations as of December 31, 2023 and 2022 are set out below: SCHEDULE OF ASSUMPTIONS USED TO DETERMINE BENEFIT OBLIGATIONS AND NET PERIODIC BENEFIT COST December 31, 2023 December 31, 2022 Discount rate 5.00 % 5.00 % Rate of increase in compensation levels: 4.5 5 % 4.5 5 % The discount rate has been set with regard to the market yields on high quality corporate bonds as of December 31, 2023 for the measurements as of December 31, 2023 (and as of December 31, 2022 for the measurements as of December 31, 2022) of duration broadly consistent with the duration of the benefit obligations. The primary yield curve for the purpose of this comparison has been the ‘FTSE Above Median Double-A Curve’. The weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31, 2023 and 2022 are set out below: December 31, 2023 December 31, Discount rate 5 % 2.25 % Rate of increase in compensation levels: 4.5 5 % 4.5 5 % The Company assesses these assumptions with its projected long-term plans of growth and prevalent industry standards. The following illustrates the sensitivity to changes in discount rate, holding all other assumptions constant, for in the Company’s benefit obligations (in thousands): SCHEDULE OF BENEFIT OBLIGATIONS CHANGE IN ASSUMPTION Change in assumption: Benefit 100 basis point decrease in discount rate +$ 2,020 100 basis point increase in discount rate -$ (1,797 ) The Company has no regulatory requirement to fund these benefits in advance and intends to pay benefits directly as they fall due. As of December 31, 2023, the Company has no plan assets to invest. Accumulated benefit obligation was $ 19.2 15.8 The following reflect expected future benefit payments (in thousands): SCHEDULE OF EXPECTED FUTURE BENEFIT PAYMENTS Year ended December 31, 2024 $ 6,538 2025 $ 5,448 2026 $ 5,589 2027 $ 5,511 2028 $ 5,340 2029 through 2032 $ 24,630 The expected benefits are based materially on the same assumptions used to measure the Company’s benefit obligations as of December 31, 2022. Defined contribution plans 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 Consolidated Statements of Operations as incurred. Total contributions for the years ended December 31, 2023, 2022, and 2021, were $ 3.3 3.8 3.7 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
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 region where statutory tax rates generally vary from 0 43.7 0 SCHEDULE OF INCOME BEFORE INCOME TAX DOMESTIC AND FOREIGN December 31, 2023 December 31, December 31, Year ended December 31, 2023 December 31, December 31, Domestic $ (7,865 ) $ (8,726 ) $ (183 ) Foreign 37,711 (21,075 ) (60,396 ) (Loss) / Income before income tax $ 29,846 $ (29,801 ) $ (60,579 ) Income tax expense / (benefit) The components of the income tax expense / (benefit), all of which is foreign, are as follows (in US$ thousands): SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) December 31, 2023 December 31, December 31, Year ended December 31, 2023 December 31, December 31, Current tax expense $ 21,019 $ 16,880 $ 16,129 Deferred tax expense/ (benefit) (3,753 ) (10,261 ) (12,140 ) Income tax expense / (benefit) $ 17,266 $ 6,619 $ 3,989 Deferred taxes have been recognized for temporary differences and carryforwards that will have effects on income taxes payable or receivables in future years. The components of net deferred tax liabilities and assets are as follows (in US$ thousands): SCHEDULE OF DEFERRED INCOME TAX ASSETS (LIABILITIES) December 31, December 31, As of December 31, December 31, Deferred Tax Assets Property, plant and equipment $ 7,030 $ 4,644 Net operating loss carryforward 26,332 26,514 Total deferred tax assets 33,362 31,158 Less: valuation allowance (10,311 ) (10,042 ) Deferred tax assets, net of valuation allowance $ 23,051 $ 21,116 Deferred Tax Liabilities Property, plant and equipment $ (5,558 ) $ (4,335 ) Intangible assets (12,292 ) (15,408 ) Total deferred tax liabilities (17,850 ) (19,743 ) Net deferred tax asset / (liability) $ 5,201 $ 1,373 The Company has $ 280.1 186.9 93.2 Deferred tax assets are reduced by valuation allowances. As of December 31, 2023, and 2022, valuation allowances of $ 10.3 10.0 0.2 2.9 3.1 26.7 26.5 Deferred tax liabilities on Property, plant and equipment of $ 5.6 4.3 3.6 3.6 The Company generally does not recognize deferred tax liabilities related to undistributed earnings of foreign subsidiaries because such earnings either would not be taxable when remitted or they are indefinitely reinvested. This position may change if the Company decides to distribute the earnings from its subsidiaries, which are subject to withholding taxes, or if there are any unfavorable changes in the tax laws in this regard. Accordingly, a determination of the amount of unrecognized deferred tax liability on such undistributed earnings is not practicable. Current tax expense will be incurred if/when the Company distributes earnings from its subsidiaries which are subject to withholding taxes. Income Tax Rate Reconciliation The difference between the reported amount of income tax expense and the amount that would result from applying the British Virgin Islands statutory rate is shown in the table below (in thousands). In the British Virgin Islands, the statutory rate is effectively 0% as income tax is not applied on extra territorial activity. For the United Arab Emirates, the statutory rate on our operations is also 0% through the end of 2023. SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION December 31, 2023 December 31, December 31, Year ended December 31, 2023 December 31, December 31, Income tax at statutory rate (BVI and UAE 0 $ - $ - $ - Foreign tax rate differential 3,178 (1,498 ) (6,981 ) Tax effect of adjustments to prior years current tax expense - - (997 ) Effect of changes in valuation allowances 2,861 (1,460 ) 1,391 Unrecognized tax benefits 9,703 9,577 10,576 Other 1,524 - - Income tax expense / (benefit) $ 17,266 $ 6,619 $ 3,989 The foreign tax rate differential relates to differences between the income tax rates in effect in the foreign countries in which the Company operates, which can vary significantly, and the Company’s statutory tax rate of 0 1.5 0.8 Unrecognized Tax Benefits The Company records estimated accrued interest and penalties related to an underpayment of income taxes in income tax expense. As of December 31, 2023, and 2022, the Company had $ 68.5 61.1 5.1 2.9 73.6 A summary of activity related to the net unrecognized tax benefits is as follows: SCHEDULE OF UNRECOGNIZED TAX BENEFITS December 31, December 31, December 31, Year ended December 31, December 31, December 31, Balance at beginning of period $ 61,115 $ 51,002 $ 33,336 Additions from tax positions related to the current period 7,957 16,953 26,916 Additions from tax positions related to prior periods 629 - 311 Reductions from tax positions related to earlier periods (863 ) (5,485 ) (8,512 ) Settlement of tax positions (326 ) (1,355 ) (1,049 ) Balance at end of period $ 68,512 $ 61,115 $ 51,002 The Company does not anticipate the amount of the unrecognized tax benefits will change significantly over the next twelve months. Unrecognized tax benefits may change from quarter-to-quarter based on various factors, including, but not limited to, favorable or unfavorable resolution of tax audits or disputes, expiration of relevant statutes of limitations, changes in tax laws or changes to the interpretation of existing tax laws due to new legislative guidance or court rulings, or new tax positions taken on recently filed tax returns. Although the Company has recorded unrecognized tax benefits for all tax positions which, in management’s judgment, are not more likely than not to be sustained if challenged by the relevant tax authorities in the future, the Company cannot provide assurance as to the final tax liability related to its tax positions as it is not possible to predict with certainty the ultimate outcome of any related tax disputes. Thus, it is reasonably possible that the ultimate tax liabilities related to such tax positions could substantially exceed recorded unrecognized tax benefits related to such tax positions, resulting in a material adverse effect on the Company’s earnings and cash flows from operations. The Company’s tax returns for year 2019 and subsequent years for all major jurisdictions remain subject to examination by tax authorities. The Company is currently subject to or expects to be subject to income tax examinations in various jurisdictions where the Company operates or has previously operated. If any tax authority successfully challenges the Company’s tax positions, including, but not limited to, tax positions related to the tax consequences of various intercompany transactions, the taxable presence of the Company’s subsidiaries in a given jurisdiction, the basis of taxation in a given jurisdiction (such as deemed profits versus net-filing basis), or the applicability of relevant double tax treaty benefits to certain transactions; or should the Company otherwise lose a material tax dispute in any jurisdiction, the Company’s income tax liability could increase substantially and the Company’s earnings and cash flows from operations could be materially adversely affected. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Capital expenditure commitments The Company was committed to incur capital expenditures of $ 15.4 38.4 Other commitments The Company purchases certain property, plant, and equipment using seller-provided installment financing with payment terms extending to 24 months. As of December 31, 2023, and December 31, 2022, the Company recorded $ 1.5 11.6 The Company had outstanding letters of credit amounting to $ 2.0 26.4 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 $ 122.8 132.4 3.6 3.6 As of December 31, 2023, and December 31, 2022, the Company had liabilities of $ 2.0 2.0 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. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
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 Year ended December 31, 2023 December 31, 2022 December 31, 2021 Number Weighted Number of Restricted Shares Weighted per Share Number of Weighted Average Value per Share Unvested at Beginning of Period 2,076,317 $ 10.10 2,248,699 $ 9.58 2,038,662 $ 7.38 Granted 5,000 $ 5.04 1,011,040 $ 8.76 1,413,335 $ 11.67 Vested (1,049,243 ) $ 8.80 (1,064,774 ) $ 9.38 (940,032 ) $ 8.04 Forfeited (189,193 ) $ 9.68 (118,648 ) $ 9.25 (263,266 ) $ 9.20 Unvested at End of Period 842,881 $ 9.80 2,076,317 $ 10.10 2,248,699 $ 9.58 At December 31, 2023 and December 31, 2022, there were 34,484 14,828 45,942 0.2 At December 31, 2023 and 2022, the Company had unrecognized compensation expense of $ 3.8 12.4 1.02 1.72 SCHEDULE OF STOCK-BASED COMPENSATION Year ended December 31, December 31, December 31, Cost of Services $ 3,368 $ 4,466 $ 4,632 Selling, general and administrative expenses (excluding Amortization) 3,395 4,803 5,127 Net cost $ 6,763 $ 9,269 $ 9,759 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
EQUITY | EQUITY 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 December 31, 2023 and December 31, 2022, there were 94,996,397 94,012,752 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 December 31, 2023, and December 31, 2022, there were no Public Warrants As of both December 31, 2023, and December 31, 2022, there were 35,540,380 5.75 June 6, 2023 five years The Company reserves the right to call the Public Warrants at any time prior to its exercise with a notice of call in writing to the holders of record of the Warrant, giving at least 30 days’ notice of such call, at any time while the Public Warrants are exercisable, if the last sale price of the Company’s ordinary shares has been at least $ 21.00 .01 .01 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. Subsequent to May of 2020, there were no Private Warrants outstanding. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Net earnings per share (Note 17): | |
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 Prior to December 31, 2022, the Company had participating shares as RSUs granted until the end of 2019 had the right to participate in dividends. The last of these RSUs vested during the year ended December 31, 2022. For the years-ended December 31, 2023, and 2022, the Company utilized only the treasury stock method as there were no participating securities outstanding. For the year-ended December 31, 2021, computation, participating securities do not participate in losses and thus the two-class method was not applicable. Years ended December 31, 2023, December 31, 2022, and December 31, 2021 The following tables provides a reconciliation of the data used in the calculation of basic and diluted ordinary shares outstanding for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 (in US$ thousands except shares and per share amounts): SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING Date Transaction Detail Change in Year ended Weighted January 1, 2023 Beginning Balance 94,012,752 January 23, 2023 Restricted Stock Issuance 500 468 February 2, 2023 Restricted Stock Issuance 22,440 20,411 February 24, 2023 Restricted Stock Issuance 250 212 March 1, 2023 Restricted Stock Issuance 333 278 March 16, 2023 Restricted Stock Issuance 247,286 196,474 March 17, 2023 Restricted Stock Issuance 578,436 457,995 April 12, 2023 Restricted Stock Issuance 666 480 June 1, 2023 Restricted Stock Issuance 40,000 23,342 June 22, 2023 Restricted Stock Issuance 1,484 781 August 14, 2023 Restricted Stock Issuance 92,250 35,131 December 31, 2023 Ending Balance 94,748,324 Date Transaction Detail Change in Year ended Weighted December 31, 2021 Beginning Balance 91,366,235 February 23, 2022 Restricted Stock Issuance 32,868 28,005 March 16, 2022 Restricted Stock Issuance 279,493 222,063 March 17, 2022 Restricted Stock Issuance 74,000 58,592 March 18, 2022 Restricted Stock Issuance 242,727 191,522 March 19, 2022 Restricted Stock Issuance 316,775 249,081 July 1, 2022 WDVGE - NESR ordinary share consideration 1,650,000 827,260 August 14, 2022 Restricted Stock Issuance 50,654 19,290 December 31, 2022 Ending Balance 92,962,048 Date Transaction Detail Change in Year ended Weighted 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 Issuance 87,905 74,900 March 16, 2021 Restricted Stock Issuance 316,781 251,689 March 18, 2021 Restricted Stock Issuance 288,329 227,503 December 31, 2020 SAPESCO - Contingently Issuable Shares (contingency resolved at December 31, 2020) (3) 150,434 150,434 March 31, 2021 SAPESCO - Contingently Issuable Shares (contingency resolved at March 31, 2021; issued on June 8, 2021) (3) 113,215 85,299 June 8, 2021 SAPESCO - Customer Receivables Earn-Out Shares (contingency resolved and issued both on June 8, 2021) (3) 2,962 1,672 August 14, 2021 Restricted Stock Issuance 242,017 92,166 November 19, 2021 Restricted Stock Issuance 5,000 575 December 31, 2021 Ending Balance 91,043,830 (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 266,611 SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE December 31, 2023 December 31, 2022 December 31, 2021 Net (loss) / income to Ordinary Shareholders Weighted-average ordinary shares outstanding EPS Net (loss) / income to Ordinary Shareholders Weighted-average ordinary shares outstanding EPS Net (loss) / income to Ordinary Shareholders Weighted-average ordinary shares outstanding EPS Basic EPS - ordinary shares $ 12,580 94,748,324 0.13 $ (36,420 ) 92,962,048 $ (0.39 ) $ (64,568 ) 91,043,830 $ (0.71 ) Restricted stock units - - - Antidilution sequencing - subtotal 12,580 94,748,324 0.13 (36,420 ) 92,962,048 (0.39 ) (64,568 ) 91,043,830 (0.71 ) 35,540,380 5.75 - - - Diluted EPS - ordinary shares $ 12,580 94,748,324 0.13 $ (36,420 ) 92,962,048 $ (0.39 ) $ (64,568 ) 91,043,830 $ (0.71 ) For the years ended December 31, 2023, 2022 and 2021, both potentially dilutive restricted stock units and Public Warrants had no impact on the determination of dilutive earnings per share as these potential ordinary shares were antidilutive. |
FAIR VALUE ACCOUNTING
FAIR VALUE ACCOUNTING | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE ACCOUNTING | FAIR VALUE ACCOUNTING The Company measures and records the Buyer Stock Adjustment Amount derivative liability (note 9) 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 December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Liability for Buyer Stock Adjustment Amount derivative (Note 9) $ - $ - $ - $ - As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Liability for Buyer Stock Adjustment Amount derivative (Note 9) $ - $ - $ - $ - The Company’s Buyer Stock Adjustment Amount derivative is included as a Level 3 measurements in the tables above. Adjustment Amount derivative liability was calculated using the Monte Carlo simulation analysis. The change in fair value of the Company’s Level 3 measurements is as follows: SCHEDULE OF FAIR VALUE OF LEVEL 3 MEASUREMENTS December 31, December 31, December 31, Year-to-date period ended December 31, December 31, December 31, Beginning Balance $ - $ - $ - Initial accounting for Buyer Stock Adjustment Amount derivative liability (Note 9) - (4,236 ) - Change in Buyer Stock Adjustment Amount derivative liability (Note 9) - 4,236 - Ending Balance $ - $ - $ - The Company’s other financial instruments consist of cash and cash equivalents, accounts receivable, unbilled revenue, accounts payable, leases, contingent consideration assumed in the Action transaction (Note 4), and loans and borrowings. The fair value of the Company’s other financial instruments approximates the carrying amounts represented in the accompanying 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Nine Energy Service, Inc. (“Nine”) The Company purchased $ 1.5 0.8 1.2 0.4 0.2 |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 12 Months Ended |
Dec. 31, 2023 | |
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 natural 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, coiled tubing, stimulation and pumping, cementing, nitrogen services, filtration services, pipelines and industrial services, production assurance, artificial lift services, completions and integrated production management. Drilling and Evaluation Services generates its revenue from the following service offerings: rigs and integrated services, fishing and downhole tools, thru-tubing intervention, tubular running services, directional drilling, drilling fluids, pressure control, well testing services, wireline logging services, and slickline services. In January 2021, the Company announced an Environmental, Social, and Corporate Governance IMPACT (“ESG IMPACT”) initiative to 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. These innovative energy solutions so far include methane detection and control, flare capture and re-use, and water treatment and re-use. In February 2024, NESR rebranded the ESG IMPACT segment to NESR Environmental & Decarbonization Applications (“NEDA”) to signify the importance of industry action in decarbonizing the footprint of energy production. The results of NEDA or ESG IMPACT were not material to our Consolidated Statements of Operations for the years ended December 31, 2023, December 31, 2022, or December 31, 2021. The Company’s operations and activities are located within certain geographies, primarily the MENA region, as well as in Malaysia, Indonesia and India. Revenue from operations SCHEDULE OF SEGMENT REPORTING, INFORMATION ON REVENUES AND LONG-LIVED ASSETS Year ended December 31, 2023 December 31, December 31, Reportable Segment: Production Services $ 785,642 $ 567,249 $ 554,097 Drilling and Evaluation Services 360,273 342,268 322,632 Total revenue from external customers $ 1,145,915 $ 909,517 $ 876,729 Long-lived assets As of December 31, 2023 December 31, Reportable Segment: Production Services $ 225,612 $ 239,958 Drilling and Evaluation Services 170,224 173,520 Total Reportable Segments 395,836 413,478 Unallocated assets 46,830 47,583 Total long-lived assets $ 442,666 $ 461,061 Unallocated assets mainly comprise of buildings and leasehold improvements in the countries which supports both the segments in the normal course of business. Total segment operating (loss) / income Year ended December 31, 2023 December 31, 2022 December 31, 2021 Reportable Segment: Production Services $ 111,060 $ 28,717 $ (1,858 ) Drilling and Evaluation Services 36,461 33,473 (1,238 ) Total Reportable Segments 147,521 62,190 (3,096 ) Unallocated expenses (66,818 ) (63,107 ) (40,236 ) Total Operating income / (loss) 80,703 (917 ) (43,332 ) Interest expense, net (45,826 ) (34,126 ) (15,174 ) Other (expense) / income, net (5,031 ) 5,242 (2,073 ) (Loss) / income before income tax 29,846 (29,801 ) (60,579 ) Unallocated expenses for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, mainly include corporate selling, general and administrative expenses (inclusive of amortization), offset in small part by a portion of these costs that are allocated to the reportable segments. As described elsewhere, corporate selling, general and administrative expenses are primarily comprised of payroll and compensation costs for headquarters’ employees, professional and legal expenses relating to audit firms, consulting firms and legal counsel, and depreciation charges on headquarters’ offices and leasehold improvements. Revenue by geographic area SCHEDULE OF REVENUE FROM EXTERNAL CUSTOMERS AND LONG-LIVED ASSETS, BY GEOGRAPHICAL AREAS Year ended December 31, 2023 December 31, December 31, Geographic Area: Domestic (British Virgin Islands) $ - $ - $ - MENA 1,132,321 893,635 865,917 Rest of World 13,594 15,882 10,812 Total revenue $ 1,145,915 $ 909,517 $ 876,729 Long-lived assets by geographic area As of December 31, 2023 December 31, 2022 Geographic area: Domestic (British Virgin Islands) $ - $ - MENA 431,002 443,967 Rest of World 11,664 17,094 Total long-lived assets $ 442,666 $ 461,061 Significant customers Revenues from four customers individually accounted for 44 8 7 5 40 9 7 7 51 10 7 4 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The Company consolidates entities in which the Company has a majority voting interest and entities that meet the criteria for variable interest entities for which the Company is deemed to be the primary beneficiary for accounting purposes. The Company eliminates intercompany transactions and accounts in consolidation. |
Functional and presentation currency | Functional and presentation currency These consolidated financial statements are presented in U.S. Dollars (“USD”), which is the functional and reporting currency of the Company. The majority of the Company’s sales are denominated in USD. Each subsidiary of NESR determines its own functional currency and items included in the financial statements of each subsidiary are measured using that functional currency. All financial information presented in USD is rounded to the nearest thousand, unless otherwise indicated. Transactions in foreign currencies are translated to the respective functional currency of the Company’s subsidiaries at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate as of the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Foreign currency differences are generally recognized in profit or loss. Non-monetary items that are measured based on historical cost in a foreign currency are not translated. The assets and liabilities of entities whose functional currency is not the USD are translated into the USD at the exchange rate as of the reporting date. The income and expenses of such entities are translated into the USD using average exchange rates for the reporting period. Exchange differences on foreign currency translations are recorded in other comprehensive income (loss). |
Restatement | Restatement As disclosed in our Annual Report on Form 20-F for the year ended December 31, 2022, the Company restated certain balances included in its financial statements as of and for the year-ended December 31, 2020. |
Revenue recognition | Revenue recognition The Company recognizes revenue from contracts with customers upon transfer of control of promised services to customers at an amount that reflects the consideration it expects to receive in exchange of services. The Company typically receives “callouts” from its customers for specific services at specific customer locations, typically initiated by the receipt of a purchase/service order or similar document from the customer. Customer callouts request that the Company provide a “suite of services” to fulfill the service order, encompassing personnel, use of Company equipment, and supplies required to perform the work. Rates for these services are defined in the Company’s contracts with customers. The term between invoicing and when the payment is due is typically 30-60 days. Revenue is recognized for each performance obligation when the customer obtains control of the service the Company is providing. For most services, control is obtained over time as (1) the customer simultaneously receives and consumes the benefits provided by the Company’s performance as Company employees perform and (2) the Company’s performance creates or enhances an asset that the customer controls. Revenue is recorded based on daily drilling logs, recognized at the standalone selling price of the services provided as reduced proportionately for management’s estimate of volume or early pay discount where applicable. Upon initial recording, revenue is presented as unbilled revenue on the Company’s Consolidated Balance Sheet and subsequently reclassified to Accounts receivable when the final invoice is presented to the customer or accepted in the customer’s electronic invoice processing portal, as applicable. Amounts collected on behalf of third parties in conjunction with revenue, such as taxes, are generally presented gross as the Company is typically the principal in each taxing jurisdiction. Costs of obtaining a customer contract that are incremental and expected to be recovered are recognized as an asset. Costs are subsequently amortized over the term of the contract or less if circumstances indicate that a shorter deferral period better matches these costs with the revenue they generate. Costs that relate directly to a contract or an anticipated contract that the Company can specifically identify, that generate or enhance resources of the Company that will be used in satisfying performance obligations in the future, and are expected to be recovered, are capitalized as contract fulfillment costs and amortized into the Statements of Operations of the Company over the period of anticipated benefit. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Supplemental cash flow information | Supplemental cash flow information Non-cash transactions were as follows during the year ended December 31, 2023: ● Purchases of property, plant, and equipment in Accounts payable of $ 17.6 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 5.5 Non-cash transactions were as follows during the year ended December 31, 2022: ● Purchases of property, plant, and equipment in Accounts payable of $9.1 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 11.6 ● During the year-to-date period ended December 31, 2022, the Company issued NESR ordinary share consideration of 1,650,000 Non-cash transactions were as follows during the year ended December 31, 2021: ● Purchases of property, plant, and equipment in Accounts payable of $ 2.6 ● Purchases of property, plant, and equipment using seller-provided installment financing of $ 7.3 1.1 6.0 ● Obligations of $ 4.4 6.1 ● The Company issued NESR ordinary share consideration of 2,237,000 145,039 266,611 |
Concentration of credit risk | Concentration of credit risk The Company’s assets that are exposed to concentrations of credit risk consist primarily of cash, accounts receivable from customers, unbilled revenue from customers, and retention withholdings. The Company places its cash with financial institutions and limits the amount of credit exposure with any one of them. The Company regularly evaluates the creditworthiness of the issuers in which it invests. The Company minimizes this credit risk by entering into transactions with high-quality counterparties, limiting the exposure to each counterparty and monitoring the financial condition of its counterparties. |
Unbilled revenue, accounts receivable and allowance for credit losses | Unbilled revenue, accounts receivable and allowance for credit losses Trade accounts receivable are recorded at the invoiced amount. Accounts receivable are reclassified from unbilled revenue when presented to the customer or accepted in the customer’s electronic invoice processing portal, if applicable. No interest is charged on past-due balances. On January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses 2.8 The Company monitors its customers’ payment history and current credit worthiness to determine that collectability of the related financial assets is reasonably assured. The Company also considers the overall business climate in which our customers operate. For accounts receivable, a loss allowance matrix is utilized to measure lifetime expected credit losses. The matrix contemplates historical credit losses by age of receivables, adjusted for any forward-looking information and management expectations. Prior to the adoption of ASC 326, the Company maintained an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowances management considers historical losses adjusted to take into account current market conditions and the customer’s financial conditions, the amount of receivable in dispute, current receivables ageing and current payment patterns. Significant accounts receivable balances and balances that have been outstanding greater than 90 days are reviewed for collectability. Account balances, when determined to be uncollectable, are charged against the allowance. |
Service inventories | Service inventories The Company’s service inventory consists of spare parts and chemicals support ongoing operations which are held for the purpose of service contracts and are measured at the lower of cost or net realizable value. The cost is based on the weighted average cost principle and includes expenditures incurred in acquiring the service inventories. Net realizable value is the estimated selling price less estimated costs of completion and selling expenses incurred in the ordinary course of business. The Company determines charges for obsolete service inventory based on historical usage of inventory on-hand, assumptions about future demand and market conditions and estimates about potential alternative uses, which are limited. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment, inclusive of equipment under capital lease, is stated at cost less accumulated depreciation. The cost of ordinary maintenance and repair is charged to operating expense, while replacement of critical components and major improvements that extend the life of the related asset are capitalized. Capital work in progress mainly represents costs incurred on drilling rigs and equipment that are in transit at the reporting date. No depreciation is charged to capital work in progress. Depreciation of property, plant and equipment is calculated using the straight-line method over the asset’s estimated useful life as follows: SCHEDULE OF ESTIMATED USEFUL LIFE PROPERTY, PLANT AND EQUIPMENT Buildings and leasehold improvements 5 25 Drilling rigs, plant and equipment 1 15 Office equipment (furniture and fixtures) and tools 3 10 Vehicles and cranes 5 10 Equipment held under capital leases are generally amortized on a straight-line basis over the shorter of the estimated useful life of the underlying asset and the term of the lease. Property, plant and equipment is reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. Events or circumstances that may indicate include, but are not limited to, matters such as a significant decline in market value or a significant change in business climate (“triggering events”). An impairment loss is recognized when the carrying value of an asset exceeds the estimated undiscounted future cash flows from the use of the asset and its eventual disposition. The amount of impairment loss recognized is the excess of the asset’s carrying value over its fair value. In determining the fair market value of the assets, the Company considers market trends and recent transactions involving sales of similar assets, or when not available, discounted cash flow analysis. The Company has not recorded any impairment charges of property, plant and equipment in the accompanying Consolidated Statements of Operations for any of the periods presented. Assets to be disposed of are reported at the lower of the carrying value or the fair value less cost to sell. Upon sale or other disposition of an asset, the Company recognizes a gain or loss on disposal measured as the difference between the net carrying value of the asset and the net proceeds received. |
Production Management Assets | Production Management Assets The Company’s IPM projects are focused on developing and managing production on behalf of the Company’s customers under long-term agreements. The Company invests its own services and products, and in some cases cash, into the field development activities and operations. Although in certain arrangements the Company is paid for a portion of the services or products it provides, generally the Company is not be paid at the time of providing its services or upon delivery of its products. Instead, the Company is compensated based upon cash flow generated. Revenues from IPM arrangements, which is recognized as the related production is achieved, represented less than 1 0 0 The Company capitalizes its cash investments in a project as well as the direct costs associated with providing services or products for which the Company will be compensated when the related production is achieved. These capitalized investments are amortized to the Consolidated Statements of Operations as the related production is achieved based on the units of production method, whereby each unit produced is assigned a pro-rata portion of the unamortized costs based on estimated total production, resulting in a matching of revenue with the applicable costs. Amortization expense relating to these capitalized investments was $ 13.7 0.0 0.0 The unamortized portion of the Company’s investments in IPM projects was $ 18.8 17.4 At December 31, 2023, the Company assessed whether the unamortized costs associated with these investments exceed the present value of future cash flows from the projects, and has recorded an impairment charge of $ 0.9 |
Goodwill | Goodwill Goodwill is the excess cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is evaluated for impairment on an annual basis on October 1st, or more frequently if circumstances require. The Company performs a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the applicable reporting unit is less than its carrying amount. If the Company determines, as a result of its qualitative assessment, that it is not more-likely-than-not that the fair value of the applicable reporting unit is less than its carrying amount, no further testing is required. If the Company determines, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of the applicable reporting unit is less than its carrying amount, a goodwill impairment assessment is performed using a two-step, fair-value based test. Under the first step, goodwill is reviewed for impairment by comparing the carrying value of the reporting unit’s net assets (including allocated goodwill) to the fair value of the reporting unit. The fair value of the reporting units is determined using a discounted cash flow approach. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, discount rates, operating margins, weighted average costs of capital, market share and future market conditions, among others. If the reporting unit’s carrying value is greater than its fair value, a second step is performed whereby the implied fair value of goodwill is estimated by allocating the fair value of the reporting unit in a hypothetical purchase price allocation analysis. If the amount of goodwill resulting from this hypothetical purchase price allocation is less than the carrying value of the reporting unit’s goodwill, the recorded carrying value of goodwill is written down to the implied fair value. The Company performed quantitative assessments for both of its reporting units as of October 1, 2023, October 1, 2022, and October 1, 2021, and has not recorded any impairment charge for goodwill in the accompanying Consolidated Statements of Operations for any of the periods presented. |
Intangible assets | Intangible assets Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805. The Company’s intangible assets with finite lives consist of customer contracts, trademarks and trade names. The cost of intangible assets with finite lives is amortized over the estimated period of economic benefit on a straight-line basis, ranging from eight ten years Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. These conditions may include a change in the extent or manner in which the asset is being used or a change in future operations. The Company assesses the recoverability of the carrying amount by preparing estimates of future revenue, margins and cash flows. If the sum of expected future cash flows (undiscounted) is less than the carrying amount, an impairment loss is recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. Fair value of these assets may be determined by a variety of methodologies, including discounted cash flow models. |
Investments in Equity Instruments | Investments in Equity Instruments Investments in equity instruments (of entities in which the Company do not have either a controlling financial interest or significant influence, most often because the Company hold a voting interest of 0 20 Equity method investments are equity holdings in entities in which the Company do not have a controlling financial interest, but over which the Company have significant influence, most often because the Company hold a voting interest of 20 50 |
Leasing | Leasing In February 2016, the FASB issued ASU 2016-02, Leases Upon transition, the Company applied the package of practical expedients permitted under the ASC 842 transition guidance. As a result, the Company did not reassess (1) whether expired or existing contracts contain leases under the new definition of a lease, including whether an existing or expired contract contains an embedded lease, (2) lease classification for expired or existing leases and (3) any initial direct costs of existing leases. As a result of the adoption of ASC 842 on January 1, 2022, the Company recorded right-of-use assets of $ 33.7 0.4 0.1 33.2 The Company determines if an arrangement contains a lease at inception. The Company has operating leases that primarily consist of land and buildings. The Company also has finance leases for its equipment. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease term is determined to be the non-cancelable period including any lessee renewal options which are considered to be reasonably certain of exercise. The Company has elected the practical expedient to utilize the risk-free rate over a similar period as the remaining lease term as the applicable discount rate. Lease expense for fixed lease payments on operating leases is recognized over the expected term on a straight-line basis, while interest expense for fixed lease payments on finance leases is recognized using the effective interest method. The Company has elected, as an accounting policy, to not apply the recognition requirements in ASC 842 to short-term leases. The Company did not elect the hindsight practical expedient, which would have allowed the Company to revisit key assumptions, such as lease term, that were made when the lease was originally entered. The Company has also elected, as a practical expedient, by underlying class of asset, not to separate lease components from non-lease components and instead, account for them as a single lease component. Prior to the adoption of ASC 842, the Company evaluated and classified its leases as operating or capital for financial reporting purposes. Assets held under capital leases were included in Property, plant and equipment, net, on the Consolidated balance sheets. Operating lease expense is recorded on a straight-line basis over the lease term in the Consolidated Statements of Operations. |
Employee benefits | Employee benefits The Company provides defined benefit plan of severance pay to the 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 minimum service period (1-2 years) and taking into account the provisions of local applicable law or as per applicable employee contracts. 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 statement of income. 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. 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 as incurred. |
Income taxes | Income taxes The Company applies an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are computed for differences between the financial statement carrying amount and the tax basis of assets and liabilities that will result in future deductible or taxable amounts and for carryforwards, based on enacted tax laws and rates applicable to the periods in which the deductible or taxable temporary differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company applies a recognition threshold and measurement attribute for evaluating tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position, based solely on the technical merits, must be more-likely-than-not to be sustained upon examination by taxing authorities. Recognized tax positions are measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. The Subsidiaries operate in multiple tax jurisdictions in the Middle East, North Africa and Asia. The Company has provided for income taxes based on enacted tax laws and tax rates in effect in the countries where the Company operates and earns income. The income taxes in these jurisdictions vary substantially. The Company engages in transactions in which the income tax consequences may be subject to uncertainty and examination by the varying taxing authorities. Significant judgment is required by the Company’s management in assessing and estimating the income tax consequences of these transactions. While the Company prepares tax returns based on interpretations of tax laws and regulations, in the normal course of business, the income tax returns may be subject to examination by the various taxing authorities. Such examinations may result in future assessments of additional income tax, interest and penalties. NESR classifies interest and penalties relating to an underpayment of income taxes within income tax (expense) / benefit in the Consolidated Statements of Operations. Considerable judgment is involved in determining which tax positions are more likely than not to be sustained. |
Commitments and contingencies | Commitments and contingencies The Company accrues for costs relating to litigation claims and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and reasonably estimable. In circumstances where the most likely outcome of a contingency can be reasonably estimated, the Company accrues a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than others, the low end of the range is accrued. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous judgments with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known. |
Stock-based compensation arrangements | Stock-based compensation arrangements The Company provides stock-based compensation in the form of restricted stock awards to members of its Board of Directors and employees. Awards are issued pursuant to the terms of the Company’s 2018 Long Term Incentive Plan (“LTIP”) and valued at their grant date fair value. Such awards qualify as participating securities as they have the right to participate in dividends issued on the Company’s ordinary shares, if any. Grants to members of the Company’s Board of Directors are time-based and vest ratably over a 1 3 |
Net (loss) / income per ordinary share | Net (loss) / income per ordinary share Basic income per ordinary share was computed by dividing basic net (loss) / income by the weighted-average number of ordinary shares outstanding. Diluted income per ordinary share was computed by dividing diluted net (loss) / income by the weighted-average number of ordinary shares outstanding plus dilutive potential ordinary shares, if any. Dilutive potential ordinary shares include outstanding warrants, restricted stock awards, and/or other contracts to issue ordinary stock and are determined by applying the treasury stock method or if-converted method, as applicable, if dilutive. |
Derivative financial instruments | Derivative financial instruments The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as an embedded derivative. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as other income (expense). |
Fair value of financial instruments | Fair value of financial instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, unbilled revenue, accounts payable, leases, contingent consideration assumed in the Action transaction (Note 4), loans and borrowings and private warrants. The fair value of the Company’s financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. |
Segment information | Segment information An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses and about which separate financial information is regularly evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources. Similar operating segments can be aggregated into a single operating segment if the businesses are similar. Management has determined that the Company has two operating segments and two reportable segments (Note 20), which reflects the manner in which the CODM operates the Company. The Company’s CODM is its Chief Executive Officer. |
Recently issued accounting standards not yet adopted | Recently issued accounting standards not yet adopted All 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIFE PROPERTY, PLANT AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIFE PROPERTY, PLANT AND EQUIPMENT Buildings and leasehold improvements 5 25 Drilling rigs, plant and equipment 1 15 Office equipment (furniture and fixtures) and tools 3 10 Vehicles and cranes 5 10 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Cash consideration $ 36,767 Deferred cash consideration 16,935 Total consideration – cash 53,702 First Earn-Out 2,716 Second Earn-Out 3,635 Third Earn-Out - Total estimated earn-out mechanisms 6,351 Total consideration $ 60,053 |
SCHEDULE OF PURCHASE PRICE ALLOCATION | The following table summarizes the final purchase price allocation (in US$ thousands): SCHEDULE OF PURCHASE PRICE ALLOCATION Allocation of consideration Cash and cash equivalents $ 382 Accounts receivable 8,565 Unbilled revenue 1,352 Service inventories 2,862 Prepaid assets 310 Other receivables 89 Other current assets 1,122 Property, plant and equipment 13,162 Intangible assets 29,100 Other assets 2,053 Total identifiable assets acquired 58,997 Accounts payable 5,294 Accrued expenses 2,465 Other current liabilities 200 Employee benefit liabilities 584 Net identifiable liabilities acquired 8,543 Total fair value of net assets acquired 50,454 Goodwill 9,599 Total consideration $ 60,053 |
SCHEDULE OF ALLOCATION TO INTANGIBLE ASSETS | The allocation to intangible assets is as follows (in US$ thousands): SCHEDULE OF ALLOCATION TO INTANGIBLE ASSETS Fair Value Total Useful Life (In US$ Customer relationships $ 29,100 10 Total intangible assets $ 29,100 |
SCHEDULE OF UNAUDITED PROFORMA INFORMATION | The following table summarizes the supplemental consolidated results of the Company on an unaudited pro-forma basis, as if the Action Business Combination had been consummated on January 1, 2021, for the year ended December 31, 2021 (in US$ thousands): SCHEDULE OF UNAUDITED PROFORMA INFORMATION December 31, Revenues $ 885,671 Net (loss) / income (64,529 ) |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Year ended Description December 31, December 31, December 31, Revenue by Phase in Well’s Lifecycle: Production Services $ 785,642 $ 567,249 $ 554,097 Drilling and Evaluation Services 360,273 342,268 322,632 Total revenue by phase in well’s life cycle $ 1,145,915 $ 909,517 $ 876,729 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, December 31, Trade receivables $ 180,989 $ 161,373 Less: allowance for credit losses (9,720 ) (12,664 ) Total $ 171,269 $ 148,709 |
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS | SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS December 31, December 31, December 31, Year ended December 31, December 31, December 31, Allowance for credit losses at beginning of period $ (12,664 ) $ (2,052 ) $ (1,722 ) CECL Accounting Standard Adoption (Note 3) - (2,773 ) - (Increase) decrease to allowance for the period 410 (8,185 ) (769 ) (Recovery) write-off of credit losses 2,534 346 439 Allowance for credit losses at end of period $ (9,720 ) $ (12,664 ) $ (2,052 ) |
SERVICE INVENTORIES (Tables)
SERVICE INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, December 31, 2023 2022 Spare parts $ 66,615 $ 64,006 Chemicals 31,819 46,515 Total $ 98,434 $ 110,521 |
PROPERTY, PLANT, & EQUIPMENT (T
PROPERTY, PLANT, & EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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) December 31, December 31, Buildings and leasehold improvements 5 25 $ 57,002 $ 52,442 Drilling rigs, plant and equipment 1 15 749,492 677,263 Office equipment (furniture and fixtures) and tools 3 10 16,763 15,937 Vehicles and cranes 5 10 14,446 15,756 Property plant and equipment, gross 14,446 15,756 Less: Accumulated depreciation (420,812 ) (323,325 ) Land 11,664 11,664 Capital work in progress 14,111 11,324 Total $ 442,666 $ 461,061 |
GOODWILL, INTANGIBLE, AND OTH_2
GOODWILL, INTANGIBLE, AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2022, and December 31, 2023, are as follows (in US$ thousands): SCHEDULE OF CHANGES IN CARRYING AMOUNT OF GOODWILL Production Drilling and Goodwill Balance as of December 31, 2022 $ 459,710 $ 185,385 $ 645,095 Not applicable - - - Balance as of December 31, 2023 $ 459,710 $ 185,385 $ 645,095 |
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 December 31, 2023 December 31, 2022 Gross Accumulated Net Gross carrying Accumulated Net Customer contracts & relationships $ 153,500 $ (76,899 ) $ 76,601 $ 153,500 $ (61,477 ) $ 92,023 Trademarks and trade names 25,940 (18,237 ) 7,703 25,940 (15,049 ) 10,891 Total intangible assets $ 179,440 $ (95,136 ) $ 84,304 $ 179,440 $ (76,526 ) $ 102,914 |
SCHEDULE OF INVESTMENTS | The following table presents our investments at the dates indicated (in US$ thousands): SCHEDULE OF INVESTMENTS Segment Ownership December 31, 2023 December 31, 2022 WDVGE Production Services 46.2 % $ 7,782 16,086 |
SCHEDULE OF EARNINGS (LOSS) FROM EQUITY INVESTMENTS | The following table presents earnings (loss) from equity investments for the periods indicated (in US$ thousands): SCHEDULE OF EARNINGS (LOSS) FROM EQUITY INVESTMENTS Segment Year ended 6 months ended WDVGE Production Services $ (454.1 ) 42.7 |
SCHEDULE OF FINANCIAL INFORMATION FOR OUR EQUITY METHOD INVESTMENTS | Summarized combined financial information for our equity method investments is as follows for the periods indicated (amounts represent 100% of investee financial information in US$ thousands): SCHEDULE OF FINANCIAL INFORMATION FOR OUR EQUITY METHOD INVESTMENTS December 31, 2023 December 31, 2022 Balance Sheet data: Current assets $ 4,397 4,484 Noncurrent assets 18,227 21,392 Total assets $ 22,624 25,876 Current liabilities $ 2,624 2,837 Other liabilities 13,115 15,171 Combined equity 6,885 7,868 Total liabilities and combined equity $ 22,624 25,876 Year ended 6 months ended Statement of operations data: Revenue $ 19,263 10,035 Operating (loss) / income (1,041 ) (350 ) Net (loss) / income (983 ) 92 |
LEASING (Tables)
LEASING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leasing | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSE | The following table presents components of lease expense (in US$ thousands): SCHEDULE OF COMPONENTS OF LEASE EXPENSE Year ended Year ended December 31, 2023 December 31, 2022 Components of lease expense: Finance lease cost: Amortization of right-of-use assets $ 3,290 3,595 Interest on lease liabilities 166 390 Operating lease cost 8,715 7,142 Short-term lease (1) 146,206 136,818 Sublease income (24 ) (54 ) Total lease expense $ 158,353 147,891 (1) Leases with a term of one year or less, including leases with a term of one month or less . |
SCHEDULE OF AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEET | Amounts recognized in the Consolidated Balance Sheet (in US$ thousands): SCHEDULE OF AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEET As of 2023 As of 2022 Components of balance sheet: Operating leases: Operating lease right-of-use assets (non-current) $ 31,628 29,970 Current portion of operating lease liabilities 7,406 6,263 Operating lease liabilities (non-current) 25,145 25,051 Finance leases: Property, plant and equipment, net (non-current) $ 11,943 7,176 Other current liabilities 3,403 2,268 Other liabilities (not current) 4,128 192 |
SCHEDULE OF OPERATING LEASE LIABILITIES | SCHEDULE OF OPERATING LEASE LIABILITIES Year ended Year ended December 31, 2023 December 31, 2022 Other supplemental information (in US$ thousands except percentages): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 8,317 $ 6,662 Operating cash flows used by finance leases 166 390 Financing cash flows used by finance leases 2,403 3,108 Noncash investing and financing activities: Right-of-use assets obtained in exchange for lease obligations on adoption of ASC 842: Operating leases $ 33,651 Finance leases 10,771 Modifications of right-of-use assets obtained in exchange for lease obligations during the year ended: Operating leases 2,360 - Finance leases - - Right-of-use assets obtained in exchange for lease obligations during the year ended: Operating leases 5,855 1,945 Finance leases 7,679 - Derecognition of prepaid rent upon adoption of ASC 842 93 Derecognition of prepaid rent during the year ended: - 683 Derecognition of tenant improvements upon adoption of ASC 842 - 362 Weighted-average remaining lease term: Operating leases 12.84 14.29 Finance leases 2.68 1.35 Weighted-average discount rate for leases: Operating leases 7.60 % 7.39 % Finance leases 7.07 % 5.88 % |
SCHEDULE OF MATURITIES OF OUR LEASE LIABILITIES | As of December 31, 2023, maturities of our lease liabilities are as follows (in US$ thousands): SCHEDULE OF MATURITIES OF OUR LEASE LIABILITIES Operating Leases Finance Leases Year: 2024 $ 8,306 $ 3,833 2025 7,394 3,600 2026 3,847 720 2027 2,864 - 2028 2,285 - Thereafter 32,670 - Total lease payments 57,366 8,153 Less: imputed interest (24,815 ) (622 ) Total $ 32,551 $ 7,531 As of December 31, 2022, maturities of our lease liabilities are as follows (in US$ thousands): Operating Leases Finance Leases Year: 2023 $ 6,967 $ 2,402 2024 5,383 203 2025 4,958 - 2026 2,972 - 2027 2,567 - Thereafter 34,481 - Total lease payments 57,328 2,605 Less: imputed interest (26,014 ) (145 ) Total $ 31,314 $ 2,460 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 December 31, Secured Term Loan $ 387,000 $ 430,000 Secured Revolving Credit Facility 10,000 10,000 Borrowings from Long-Term 24 Month Working Capital Facilities 11,479 11,942 Less: unamortized debt issuance costs (5,170 ) (6,727 ) Total loans and borrowings 403,309 445,215 Less: current installments (71,744 ) (53,352 ) Long-term debt, net of unamortized debt issuance costs and excluding current installments $ 331,565 $ 391,863 |
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 December 31, December 31, 2023 2022 Other short-term borrowings from working capital facilities $ 49,001 $ 91,747 Less: unamortized debt issuance costs (112 ) (1,862 ) Short-term debt, excluding current installments of long-term debt $ 48,889 $ 89,885 |
SCHEDULE PRINCIPAL PAYMENTS OF LONG TERM DEBT | Scheduled principal payments of long-term debt for periods subsequent to December 31, 2023, are as follows (in US$ thousands): SCHEDULE PRINCIPAL PAYMENTS OF LONG TERM DEBT 2024 $ 71,744 2025 78,735 2026 64,500 2027 193,500 Total $ 408,479 |
EMPLOYEE BENEFITS (Tables)
EMPLOYEE BENEFITS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
SCHEDULE OF FUNDED STATUS OF END-OF-SERVICE INDEMNITIES EMPLOYEES RECEIVE UNDER ONE OF FIVE BENEFIT STRUCTURES | The following tables set out the funded status of the end-of-service indemnities employees receive under one of the five benefit structures the Company and its subsidiaries offer to its employees and the amounts recognized in the Company’s financial statements as of December 31, 2023, and 2022 (in thousands): SCHEDULE OF FUNDED STATUS OF END-OF-SERVICE INDEMNITIES EMPLOYEES RECEIVE UNDER ONE OF FIVE BENEFIT STRUCTURES December 31, 2023 December 31, 2022 Change in benefit obligations Benefit obligations at the beginning of the year $ 28,314 $ 27,410 Actuarial (gain) / loss 1,344 (1,128 ) Service cost 4,979 4,876 Interest cost 1,522 675 Benefits paid (2,498 ) (3,519 ) Benefit obligations at the end of the year 33,661 28,314 Current benefit obligation (within Other current liabilities) 4,726 3,932 Non-current benefit obligation 28,935 24,382 Benefit obligation at the end of the year 33,661 28,314 Change in plan assets Fair value of plan assets at the beginning of the year - - Employer contributions 2,498 3,519 Benefits paid (2,498 )_ (3,519 ) Plan assets at the end of the year - - Unfunded status $ 33,661 $ 28,314 |
SCHEDULE OF COMPONENTS OF NET PERIODIC BENEFIT COST | Net cost for the years ended December 31, 2023, 2022, and 2021, comprises the following components (in thousands): SCHEDULE OF COMPONENTS OF NET PERIODIC BENEFIT COST December 31, December 31, December 31, Year ended December 31, December 31, December 31, Service cost $ 4,979 $ 4,876 $ 4,545 Interest cost 1,522 675 482 Actuarial (gain)/loss 1,344 (1,128 ) (69 ) Other - - - Net cost $ 7,845 $ 4,423 $ 4,958 |
SCHEDULE OF ASSUMPTIONS USED TO DETERMINE BENEFIT OBLIGATIONS AND NET PERIODIC BENEFIT COST | The weighted-average assumptions used to determine benefit obligations as of December 31, 2023 and 2022 are set out below: SCHEDULE OF ASSUMPTIONS USED TO DETERMINE BENEFIT OBLIGATIONS AND NET PERIODIC BENEFIT COST December 31, 2023 December 31, 2022 Discount rate 5.00 % 5.00 % Rate of increase in compensation levels: 4.5 5 % 4.5 5 % The weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31, 2023 and 2022 are set out below: December 31, 2023 December 31, Discount rate 5 % 2.25 % Rate of increase in compensation levels: 4.5 5 % 4.5 5 % |
SCHEDULE OF BENEFIT OBLIGATIONS CHANGE IN ASSUMPTION | The following illustrates the sensitivity to changes in discount rate, holding all other assumptions constant, for in the Company’s benefit obligations (in thousands): SCHEDULE OF BENEFIT OBLIGATIONS CHANGE IN ASSUMPTION Change in assumption: Benefit 100 basis point decrease in discount rate +$ 2,020 100 basis point increase in discount rate -$ (1,797 ) |
SCHEDULE OF EXPECTED FUTURE BENEFIT PAYMENTS | The following reflect expected future benefit payments (in thousands): SCHEDULE OF EXPECTED FUTURE BENEFIT PAYMENTS Year ended December 31, 2024 $ 6,538 2025 $ 5,448 2026 $ 5,589 2027 $ 5,511 2028 $ 5,340 2029 through 2032 $ 24,630 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME BEFORE INCOME TAX DOMESTIC AND FOREIGN | SCHEDULE OF INCOME BEFORE INCOME TAX DOMESTIC AND FOREIGN December 31, 2023 December 31, December 31, Year ended December 31, 2023 December 31, December 31, Domestic $ (7,865 ) $ (8,726 ) $ (183 ) Foreign 37,711 (21,075 ) (60,396 ) (Loss) / Income before income tax $ 29,846 $ (29,801 ) $ (60,579 ) |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) | The components of the income tax expense / (benefit), all of which is foreign, are as follows (in US$ thousands): SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) December 31, 2023 December 31, December 31, Year ended December 31, 2023 December 31, December 31, Current tax expense $ 21,019 $ 16,880 $ 16,129 Deferred tax expense/ (benefit) (3,753 ) (10,261 ) (12,140 ) Income tax expense / (benefit) $ 17,266 $ 6,619 $ 3,989 |
SCHEDULE OF DEFERRED INCOME TAX ASSETS (LIABILITIES) | Deferred taxes have been recognized for temporary differences and carryforwards that will have effects on income taxes payable or receivables in future years. The components of net deferred tax liabilities and assets are as follows (in US$ thousands): SCHEDULE OF DEFERRED INCOME TAX ASSETS (LIABILITIES) December 31, December 31, As of December 31, December 31, Deferred Tax Assets Property, plant and equipment $ 7,030 $ 4,644 Net operating loss carryforward 26,332 26,514 Total deferred tax assets 33,362 31,158 Less: valuation allowance (10,311 ) (10,042 ) Deferred tax assets, net of valuation allowance $ 23,051 $ 21,116 Deferred Tax Liabilities Property, plant and equipment $ (5,558 ) $ (4,335 ) Intangible assets (12,292 ) (15,408 ) Total deferred tax liabilities (17,850 ) (19,743 ) Net deferred tax asset / (liability) $ 5,201 $ 1,373 |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION December 31, 2023 December 31, December 31, Year ended December 31, 2023 December 31, December 31, Income tax at statutory rate (BVI and UAE 0 $ - $ - $ - Foreign tax rate differential 3,178 (1,498 ) (6,981 ) Tax effect of adjustments to prior years current tax expense - - (997 ) Effect of changes in valuation allowances 2,861 (1,460 ) 1,391 Unrecognized tax benefits 9,703 9,577 10,576 Other 1,524 - - Income tax expense / (benefit) $ 17,266 $ 6,619 $ 3,989 |
SCHEDULE OF UNRECOGNIZED TAX BENEFITS | A summary of activity related to the net unrecognized tax benefits is as follows: SCHEDULE OF UNRECOGNIZED TAX BENEFITS December 31, December 31, December 31, Year ended December 31, December 31, December 31, Balance at beginning of period $ 61,115 $ 51,002 $ 33,336 Additions from tax positions related to the current period 7,957 16,953 26,916 Additions from tax positions related to prior periods 629 - 311 Reductions from tax positions related to earlier periods (863 ) (5,485 ) (8,512 ) Settlement of tax positions (326 ) (1,355 ) (1,049 ) Balance at end of period $ 68,512 $ 61,115 $ 51,002 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Year ended December 31, 2023 December 31, 2022 December 31, 2021 Number Weighted Number of Restricted Shares Weighted per Share Number of Weighted Average Value per Share Unvested at Beginning of Period 2,076,317 $ 10.10 2,248,699 $ 9.58 2,038,662 $ 7.38 Granted 5,000 $ 5.04 1,011,040 $ 8.76 1,413,335 $ 11.67 Vested (1,049,243 ) $ 8.80 (1,064,774 ) $ 9.38 (940,032 ) $ 8.04 Forfeited (189,193 ) $ 9.68 (118,648 ) $ 9.25 (263,266 ) $ 9.20 Unvested at End of Period 842,881 $ 9.80 2,076,317 $ 10.10 2,248,699 $ 9.58 |
SCHEDULE OF STOCK-BASED COMPENSATION | SCHEDULE OF STOCK-BASED COMPENSATION Year ended December 31, December 31, December 31, Cost of Services $ 3,368 $ 4,466 $ 4,632 Selling, general and administrative expenses (excluding Amortization) 3,395 4,803 5,127 Net cost $ 6,763 $ 9,269 $ 9,759 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net earnings per share (Note 17): | |
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING | The following tables provides a reconciliation of the data used in the calculation of basic and diluted ordinary shares outstanding for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 (in US$ thousands except shares and per share amounts): SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING Date Transaction Detail Change in Year ended Weighted January 1, 2023 Beginning Balance 94,012,752 January 23, 2023 Restricted Stock Issuance 500 468 February 2, 2023 Restricted Stock Issuance 22,440 20,411 February 24, 2023 Restricted Stock Issuance 250 212 March 1, 2023 Restricted Stock Issuance 333 278 March 16, 2023 Restricted Stock Issuance 247,286 196,474 March 17, 2023 Restricted Stock Issuance 578,436 457,995 April 12, 2023 Restricted Stock Issuance 666 480 June 1, 2023 Restricted Stock Issuance 40,000 23,342 June 22, 2023 Restricted Stock Issuance 1,484 781 August 14, 2023 Restricted Stock Issuance 92,250 35,131 December 31, 2023 Ending Balance 94,748,324 Date Transaction Detail Change in Year ended Weighted December 31, 2021 Beginning Balance 91,366,235 February 23, 2022 Restricted Stock Issuance 32,868 28,005 March 16, 2022 Restricted Stock Issuance 279,493 222,063 March 17, 2022 Restricted Stock Issuance 74,000 58,592 March 18, 2022 Restricted Stock Issuance 242,727 191,522 March 19, 2022 Restricted Stock Issuance 316,775 249,081 July 1, 2022 WDVGE - NESR ordinary share consideration 1,650,000 827,260 August 14, 2022 Restricted Stock Issuance 50,654 19,290 December 31, 2022 Ending Balance 92,962,048 Date Transaction Detail Change in Year ended Weighted 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 Issuance 87,905 74,900 March 16, 2021 Restricted Stock Issuance 316,781 251,689 March 18, 2021 Restricted Stock Issuance 288,329 227,503 December 31, 2020 SAPESCO - Contingently Issuable Shares (contingency resolved at December 31, 2020) (3) 150,434 150,434 March 31, 2021 SAPESCO - Contingently Issuable Shares (contingency resolved at March 31, 2021; issued on June 8, 2021) (3) 113,215 85,299 June 8, 2021 SAPESCO - Customer Receivables Earn-Out Shares (contingency resolved and issued both on June 8, 2021) (3) 2,962 1,672 August 14, 2021 Restricted Stock Issuance 242,017 92,166 November 19, 2021 Restricted Stock Issuance 5,000 575 December 31, 2021 Ending Balance 91,043,830 (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 266,611 |
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE | SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE December 31, 2023 December 31, 2022 December 31, 2021 Net (loss) / income to Ordinary Shareholders Weighted-average ordinary shares outstanding EPS Net (loss) / income to Ordinary Shareholders Weighted-average ordinary shares outstanding EPS Net (loss) / income to Ordinary Shareholders Weighted-average ordinary shares outstanding EPS Basic EPS - ordinary shares $ 12,580 94,748,324 0.13 $ (36,420 ) 92,962,048 $ (0.39 ) $ (64,568 ) 91,043,830 $ (0.71 ) Restricted stock units - - - Antidilution sequencing - subtotal 12,580 94,748,324 0.13 (36,420 ) 92,962,048 (0.39 ) (64,568 ) 91,043,830 (0.71 ) 35,540,380 5.75 - - - Diluted EPS - ordinary shares $ 12,580 94,748,324 0.13 $ (36,420 ) 92,962,048 $ (0.39 ) $ (64,568 ) 91,043,830 $ (0.71 ) |
FAIR VALUE ACCOUNTING (Tables)
FAIR VALUE ACCOUNTING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Liability for Buyer Stock Adjustment Amount derivative (Note 9) $ - $ - $ - $ - As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Liability for Buyer Stock Adjustment Amount derivative (Note 9) $ - $ - $ - $ - |
SCHEDULE OF FAIR VALUE OF LEVEL 3 MEASUREMENTS | The change in fair value of the Company’s Level 3 measurements is as follows: SCHEDULE OF FAIR VALUE OF LEVEL 3 MEASUREMENTS December 31, December 31, December 31, Year-to-date period ended December 31, December 31, December 31, Beginning Balance $ - $ - $ - Initial accounting for Buyer Stock Adjustment Amount derivative liability (Note 9) - (4,236 ) - Change in Buyer Stock Adjustment Amount derivative liability (Note 9) - 4,236 - Ending Balance $ - $ - $ - |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Year ended December 31, 2023 December 31, December 31, Reportable Segment: Production Services $ 785,642 $ 567,249 $ 554,097 Drilling and Evaluation Services 360,273 342,268 322,632 Total revenue from external customers $ 1,145,915 $ 909,517 $ 876,729 Long-lived assets As of December 31, 2023 December 31, Reportable Segment: Production Services $ 225,612 $ 239,958 Drilling and Evaluation Services 170,224 173,520 Total Reportable Segments 395,836 413,478 Unallocated assets 46,830 47,583 Total long-lived assets $ 442,666 $ 461,061 Unallocated assets mainly comprise of buildings and leasehold improvements in the countries which supports both the segments in the normal course of business. Total segment operating (loss) / income Year ended December 31, 2023 December 31, 2022 December 31, 2021 Reportable Segment: Production Services $ 111,060 $ 28,717 $ (1,858 ) Drilling and Evaluation Services 36,461 33,473 (1,238 ) Total Reportable Segments 147,521 62,190 (3,096 ) Unallocated expenses (66,818 ) (63,107 ) (40,236 ) Total Operating income / (loss) 80,703 (917 ) (43,332 ) Interest expense, net (45,826 ) (34,126 ) (15,174 ) Other (expense) / income, net (5,031 ) 5,242 (2,073 ) (Loss) / income before income tax 29,846 (29,801 ) (60,579 ) |
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 Year ended December 31, 2023 December 31, December 31, Geographic Area: Domestic (British Virgin Islands) $ - $ - $ - MENA 1,132,321 893,635 865,917 Rest of World 13,594 15,882 10,812 Total revenue $ 1,145,915 $ 909,517 $ 876,729 Long-lived assets by geographic area As of December 31, 2023 December 31, 2022 Geographic area: Domestic (British Virgin Islands) $ - $ - MENA 431,002 443,967 Rest of World 11,664 17,094 Total long-lived assets $ 442,666 $ 461,061 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIFE PROPERTY, PLANT AND EQUIPMENT (Details) | Dec. 31, 2023 |
Buildings And Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 5 years |
Buildings And Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 25 years |
Drilling Rigs, Plant and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 1 year |
Drilling Rigs, Plant and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 15 years |
Office Equipment and Tools [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 3 years |
Office Equipment and Tools [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 10 years |
Vehicles and Cranes [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 5 years |
Vehicles and Cranes [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Change in shares, sapesco - nesr ordinary share consideration | 1,650,000 | 2,237,000 | |||
Short term borrowings | $ 48,889 | $ 89,885 | |||
Change in shares, sapesco - additional earn-out shares | 145,039 | ||||
Accumulated deficit | $ 2,800 | $ (62,440) | $ (75,020) | ||
Revenue percent | 100% | 0% | 0% | ||
Capitalized investments | $ 13,700 | $ 0 | $ 0 | ||
Unamortized expense | 18,800 | 17,400 | |||
Impairment charges | 900 | ||||
Right of use asset | 31,628 | 29,970 | |||
Lease liabilities | $ 32,551 | 31,314 | |||
2018 Long Term Incentive Plan [Member] | Board of Directors [Member] | |||||
Time-based and vest ratably period | 1 year | ||||
2018 Long Term Incentive Plan [Member] | Employees [Member] | |||||
Time-based and vest ratably period | 3 years | ||||
Accounting Standards Update 2016-02 [Member] | |||||
Right of use asset | 33,700 | ||||
Leasehold liabilities | 400 | ||||
Prepaid rent assets | 100 | ||||
Lease liabilities | $ 33,200 | ||||
Minimum [Member] | |||||
Finite lived intangible asset, useful lives | 8 years | ||||
Minimum [Member] | Integrated Production Management [Member] | |||||
Ownership percent | 0% | ||||
Minimum [Member] | National Energy Services [Member] | |||||
Ownership percent | 20% | ||||
Maximum [Member] | |||||
Finite lived intangible asset, useful lives | 10 years | ||||
Maximum [Member] | Integrated Production Management [Member] | |||||
Ownership percent | 20% | ||||
Maximum [Member] | National Energy Services [Member] | |||||
Ownership percent | 50% | ||||
Common Stock One [Member] | |||||
Change in shares, SAPESCO - additional earn-out shares | 266,611 | ||||
Sahara Petroleum Services Company [Member] | |||||
Capital lease obligations, current | $ 4,400 | ||||
Capital lease obligations, noncurrent | 6,100 | ||||
Seller Provided Installment Financing | |||||
Accounts payable | 1,100 | ||||
Short term borrowings | 6,000 | ||||
Accounts Payable [Member] | |||||
Payments to acquire property, plant, and equipment | $ 17,600 | 9,100 | 2,600 | ||
Accounts Payable [Member] | Seller Provided Installment Financing | |||||
Payments to acquire property, plant, and equipment | $ 5,500 | $ 11,600 | $ 7,300 |
SCHEDULE OF CONSIDERATION TO PU
SCHEDULE OF CONSIDERATION TO PURCHASE ISSUED AND OUTSTANDING EQUITY INTEREST (Details) - Action Sale and Purchase Agreement [Member] $ in Thousands | May 05, 2021 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Cash consideration | $ 36,767 |
Deferred cash consideration | 16,935 |
Total consideration – cash | 53,702 |
First Earn-Out | 2,716 |
Second Earn-Out | 3,635 |
Third Earn-Out | |
Total estimated earn-out mechanisms | 6,351 |
Total consideration | $ 60,053 |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATION (Details) - Action Sale and Purchase Agreement [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | May 05, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Cash and cash equivalents | $ 382 | |
Accounts receivable | 8,565 | |
Unbilled revenue | 1,352 | |
Service inventories | 2,862 | |
Prepaid assets | 310 | |
Other receivables | 89 | |
Other current assets | 1,122 | |
Property, plant and equipment | 13,162 | |
Intangible assets | $ 29,100 | 29,100 |
Other assets | 2,053 | |
Total identifiable assets acquired | 58,997 | |
Accounts payable | 5,294 | |
Accrued expenses | 2,465 | |
Other current liabilities | 200 | |
Employee benefit liabilities | 584 | |
Net identifiable liabilities acquired | 8,543 | |
Total fair value of net assets acquired | 50,454 | |
Goodwill | 9,599 | |
Total consideration | $ 60,053 |
SCHEDULE OF ALLOCATION TO INTAN
SCHEDULE OF ALLOCATION TO INTANGIBLE ASSETS (Details) - Action Sale and Purchase Agreement [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | May 05, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 29,100 | $ 29,100 |
Customer Contracts [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) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Revenues | $ 885,671 |
Revenues | $ (64,529) |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
May 05, 2021 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Goodwill | $ 645,095 | $ 645,095 | ||
Business Acquisition, Pro Forma Revenue | $ 885,671 | |||
Business Acquisition, Pro Forma Net Income (Loss) | (64,529) | |||
Action Sale and Purchase Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
All-cash transaction | $ 36,800 | |||
Business combination, deferred consideration | 16,900 | |||
Fair value of business acquisition | 6,400 | |||
Business combination cash settled | $ 382 | |||
Business combination cash and cash equivalents. | 36,800 | |||
Deferred consideration | 16,900 | |||
Goodwill | 9,600 | |||
Business Acquisition, Pro Forma Revenue | 25,100 | |||
Business Acquisition, Pro Forma Net Income (Loss) | 3,900 | |||
Action Sale and Purchase Agreement [Member] | First Earn-Out Consideration [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Revenue percentage | 1% | |||
Valuation adjustment value | 900 | |||
Business combination cash settled | 0 | $ 600 | 700 | |
Business combination collective value | 6,000 | |||
Action Sale and Purchase Agreement [Member] | Second Earn-Out Consideration [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Revenue percentage | 3% | |||
Earnout payable percentage | 66.66% | |||
Valuation adjustment value | $ 700 | |||
Business combination collective value | 3,000 | |||
Action Sale and Purchase Agreement [Member] | Third Earn-Out Consideration [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Revenue percentage | 1.12% | |||
Valuation adjustment value | 500 | |||
Business combination collective value | $ 4,300 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE BY SERVICE TYPE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue by phase in well's life cycle | $ 1,145,915 | $ 909,517 | $ 876,729 |
Production Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue by phase in well's life cycle | 785,642 | 567,249 | 554,097 |
Drilling and Evaluation Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue by phase in well's life cycle | $ 360,273 | $ 342,268 | $ 322,632 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||||
Trade receivables | $ 180,989 | $ 161,373 | ||
Less: allowance for credit losses | (9,720) | (12,664) | $ (2,052) | $ (1,722) |
Total | $ 171,269 | $ 148,709 |
SCHEDULE OF ALLOWANCE FOR DOUBT
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | |||
Allowance for credit losses at beginning of period | $ (12,664) | $ (2,052) | $ (1,722) |
CECL Accounting Standard Adoption (Note 3) | (2,773) | ||
(Increase) decrease to allowance for the period | 410 | (8,185) | (769) |
(Recovery) write-off of credit losses | 2,534 | 346 | 439 |
Allowance for credit losses at end of period | $ (9,720) | $ (12,664) | $ (2,052) |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Allowance for doubtful accounts receivable | $ 180,989 | $ 161,373 |
Allowance for credit losses | $ 7,200 | $ 9,400 |
SCHEDULE OF SERVICE INVENTORIES
SCHEDULE OF SERVICE INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long-Term Purchase Commitment [Line Items] | ||
Total | $ 98,434 | $ 110,521 |
Spare Parts [Member] | ||
Long-Term Purchase Commitment [Line Items] | ||
Total | 66,615 | 64,006 |
Chemicals [Member] | ||
Long-Term Purchase Commitment [Line Items] | ||
Total | $ 31,819 | $ 46,515 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (420,812) | $ (323,325) |
Land | 11,664 | 11,664 |
Capital work in progress | 14,111 | 11,324 |
Total | 442,666 | 461,061 |
Buildings And Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 57,002 | 52,442 |
Buildings And Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Buildings And Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 25 years | |
Drilling Rigs, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 749,492 | 677,263 |
Drilling Rigs, Plant and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 1 year | |
Drilling Rigs, Plant and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years | |
Office Equipment and Tools [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 16,763 | 15,937 |
Office Equipment and Tools [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Office Equipment and Tools [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Vehicles and Cranes [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 14,446 | $ 15,756 |
Vehicles and Cranes [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Vehicles and Cranes [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years |
PROPERTY, PLANT, & EQUIPMENT (D
PROPERTY, PLANT, & EQUIPMENT (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 109.7 | $ 97 | $ 104.1 |
SCHEDULE OF CHANGES IN CARRYING
SCHEDULE OF CHANGES IN CARRYING AMOUNT OF GOODWILL (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Indefinite-Lived Intangible Assets [Line Items] | |
Beginning balance | $ 645,095 |
Not applicable | |
Ending balance | 645,095 |
Production Services [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Beginning balance | 459,710 |
Not applicable | |
Ending balance | 459,710 |
Drilling and Evaluation Services [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Beginning balance | 185,385 |
Not applicable | |
Ending balance | $ 185,385 |
SCHEDULE OF WEIGHTED AVERAGE AM
SCHEDULE OF WEIGHTED AVERAGE AMORTIZATION PERIOD FOR INTANGIBLE ASSETS (Details) | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period | 9 years 8 months 12 days |
Customer Contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period | 10 years |
Trademarks and Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period | 7 years 10 months 24 days |
SCHEDULE OF INTANGIBLE ASSETS S
SCHEDULE OF INTANGIBLE ASSETS SUBJECT TO AMORTIZATION (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 179,440 | $ 179,440 |
Intangible assets accumulated amortization | (95,136) | (76,526) |
Intangible assets net | 84,304 | 102,914 |
Customer Contracts and Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 153,500 | 153,500 |
Intangible assets accumulated amortization | (76,899) | (61,477) |
Intangible assets net | 76,601 | 92,023 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 25,940 | 25,940 |
Intangible assets accumulated amortization | (18,237) | (15,049) |
Intangible assets net | $ 7,703 | $ 10,891 |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - W. D. Von Gonten Engineering LLC [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Ownership percentage | 46.20% | |
Equity method investments | $ 7,782 | $ 16,086 |
SCHEDULE OF EARNINGS (LOSS) FRO
SCHEDULE OF EARNINGS (LOSS) FROM EQUITY INVESTMENTS (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
W. D. Von Gonten Engineering LLC [Member] | ||
Earnings (loss) from equity investments | $ 42.7 | $ (454.1) |
SCHEDULE OF FINANCIAL INFORMATI
SCHEDULE OF FINANCIAL INFORMATION FOR OUR EQUITY METHOD INVESTMENTS (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Current assets | $ 537,814 | $ 541,715 | $ 537,814 | |
Total assets | 1,828,327 | 1,797,740 | 1,828,327 | |
Current liabilities | 544,068 | 533,447 | 544,068 | |
Other liabilities | 2,000 | 2,000 | 2,000 | |
Total liabilities and combined equity | 1,828,327 | 1,797,740 | 1,828,327 | |
Operating (loss) / income | 80,703 | (917) | $ (43,332) | |
Net (loss) / income | 12,580 | (36,420) | $ (64,568) | |
W. D. Von Gonten Engineering LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Current assets | 4,484 | 4,397 | 4,484 | |
Noncurrent assets | 21,392 | 18,227 | 21,392 | |
Total assets | 25,876 | 22,624 | 25,876 | |
Current liabilities | 2,837 | 2,624 | 2,837 | |
Other liabilities | 15,171 | 13,115 | 15,171 | |
Combined equity | 7,868 | 6,885 | 7,868 | |
Total liabilities and combined equity | 25,876 | 22,624 | $ 25,876 | |
Revenue | 10,035 | 19,263 | ||
Operating (loss) / income | (350) | (1,041) | ||
Net (loss) / income | $ 92 | $ (983) |
GOODWILL, INTANGIBLE, AND OTH_3
GOODWILL, INTANGIBLE, AND OTHER ASSETS (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Aggregate amortization expense remaining, 2024 | $ 18.6 | |
Aggregate amortization expense remaining, 2025 | 18.6 | |
Aggregate amortization expense remaining, 2026 | 16.8 | |
Aggregate amortization expense remaining, 2027 | 15.4 | |
Aggregate amortization expense remaining, 2028 | 8.1 | |
Payments for investments | 15.2 | $ 14.2 |
W. D. Von Gonten Engineering LLC [Member] | ||
Equity method investment other than temporary impairment | $ 7 |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Finance lease cost: | |||
Amortization of right-of-use assets | $ 3,290 | $ 3,595 | |
Interest on lease liabilities | 166 | 390 | |
Operating lease cost | 8,715 | 7,142 | |
Short-term lease | [1] | 146,206 | 136,818 |
Sublease income | (24) | (54) | |
Total lease expense | $ 158,353 | $ 147,891 | |
[1]Leases with a term of one year or less, including leases with a term of one month or less . |
SCHEDULE OF AMOUNTS RECOGNIZED
SCHEDULE OF AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEET (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases: | ||
Operating lease right-of-use assets (non-current) | $ 31,628 | $ 29,970 |
Current portion of operating lease liabilities | 7,406 | 6,263 |
Operating lease liabilities (non-current) | 25,145 | 25,051 |
Finance leases: | ||
Property, plant and equipment, net (non-current) | $ 11,943 | $ 7,176 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net (Note 8) | Property, plant and equipment, net (Note 8) |
Other current liabilities | $ 3,403 | $ 2,268 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Other liabilities (not current) | $ 4,128 | $ 192 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating cash flows used by operating leases | $ 8,317 | $ 6,662 |
Operating cash flows used by finance leases | 166 | 390 |
Financing cash flows used by finance leases | 2,403 | 3,108 |
Operating leases | 5,855 | 1,945 |
Finance leases | 7,679 | |
Derecognition of prepaid rent during the year ended: | $ 683 | |
Weighted-average remaining lease term - Operating leases | 12 years 10 months 2 days | 14 years 3 months 14 days |
Weighted-average remaining lease term - Finance leases | 2 years 8 months 4 days | 1 year 4 months 6 days |
Weighted average discount rate for operating leases | 7.60% | 7.39% |
Weighted average discount rate for finance leases | 7.07% | 5.88% |
Accounting Standards Update 2016-02 [Member] | ||
Operating leases | $ 33,651 | |
Finance leases | 10,771 | |
Derecognition of prepaid rent during the year ended: | 93 | |
Derecognition of tenant improvements upon adoption of ASC 842 | 362 | |
Modifications of Right of Use Assets [Member] | ||
Operating leases | 2,360 | |
Finance leases |
SCHEDULE OF MATURITIES OF OUR L
SCHEDULE OF MATURITIES OF OUR LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leasing | ||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Finance Leases, Total | Finance Leases, Total |
Operating Leases, Year 1 | $ 8,306 | $ 6,967 |
Finance Leases, Year 1 | 3,833 | 2,402 |
Operating Leases, Year 2 | 7,394 | 5,383 |
Finance Leases, Year 2 | 3,600 | 203 |
Operating Leases, Year 3 | 3,847 | 4,958 |
Finance Leases, Year 3 | 720 | |
Operating Leases, Year 4 | 2,864 | 2,972 |
Finance Leases, Year 4 | ||
Operating Leases, Year 5 | 2,285 | 2,567 |
Finance Leases, Year 5 | ||
Operating Leases, Thereafter | 32,670 | 34,481 |
Finance Leases, Thereafter | ||
Operating Leases, Total lease payments | 57,366 | 57,328 |
Finance Leases, Total lease payments | 8,153 | 2,605 |
Operating Leases, Less: imputed interest | (24,815) | (26,014) |
Finance Leases, Less: imputed interest | (622) | (145) |
Operating Leases, Total | 32,551 | 31,314 |
Finance Leases, Total | $ 7,531 | $ 2,460 |
SCHEDULE OF LONG TERM DEBT OBLI
SCHEDULE OF LONG TERM DEBT OBLIGATIONS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Less: unamortized debt issuance costs | $ (5,170) | $ (6,727) |
Total loans and borrowings | 403,309 | 445,215 |
Less: current installments | (71,744) | (53,352) |
Long-term debt, net of unamortized debt issuance costs and excluding current installments | 331,565 | 391,863 |
Working Capital Facilities [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 11,479 | 11,942 |
Secured Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 387,000 | 430,000 |
Secured Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 10,000 | $ 10,000 |
SCHEDULE OF SHORT TERM DEBT OBL
SCHEDULE OF SHORT TERM DEBT OBLIGATIONS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Other short-term borrowings from working capital facilities | $ 49,001 | $ 91,747 |
Less: unamortized debt issuance costs | (112) | (1,862) |
Short-term debt, excluding current installments of long-term debt | $ 48,889 | $ 89,885 |
SCHEDULE PRINCIPAL PAYMENTS OF
SCHEDULE PRINCIPAL PAYMENTS OF LONG TERM DEBT (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 71,744 |
2025 | 78,735 |
2026 | 64,500 |
2027 | 193,500 |
Total | $ 408,479 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 04, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Deferred debt issuance costs | $ 5,300 | $ 8,600 | |
Line of credit interest rate | 8.23% | 7.64% | |
Short-term borrowings (Note 11) | $ 48,889 | $ 89,885 | |
CIB Short-Term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Short-term borrowings (Note 11) | 2,800 | 8,800 | |
Short term debt utilized | 2,800 | 4,400 | |
Short term debt guarantee balance | $ 0 | $ 4,400 | |
SAUDI ARABIA | |||
Debt Instrument [Line Items] | |||
Line of credit interest rate | 8.58% | 8.60% | |
London Interbank Offered Rates LIBOR [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit interest rate | 2.60% | ||
London Interbank Offered Rates LIBOR [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit interest rate | 3% | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 80,000 | ||
Line of credit, maturity date | Nov. 04, 2025 | ||
Working capital facilities | $ 325,000 | $ 350,000 | |
Withdrawn term loan | $ 10,000 | 10,000 | |
Line of credit description | The Company is permitted to make any prepayment under this RCF in multiples of $5.0 million during this 4-year period up to November 4, 2025 | ||
Working capital borrowing capacity | $ 70,000 | 70,000 | |
Commitment fee rate | 0.3125% | ||
Revolving Credit Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.25% | ||
Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.50% | ||
Revolving Credit Facility [Member] | Lenders [Member] | |||
Debt Instrument [Line Items] | |||
Working capital facilities | $ 350,000 | ||
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Withdrawn term loan | $ 387,000 | 430,000 | |
Secured Facilities Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 860,000 | ||
Term loan | $ 430,000 | ||
Debt Instrument, maturity date | Nov. 04, 2027 | ||
Working capital borrowing capacity | 146,400 | 97,100 | |
Utilized working capital | $ 178,600 | 252,900 | |
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 facilities | $ 10,600 | 10,600 | |
Working capital borrowing capacity | 6,700 | 5,900 | |
Utilized working capital | 3,900 | 4,700 | |
Secured Facilities Agreement [Member] | QATAR | HSBC Bank Middle East Limited [Member] | |||
Debt Instrument [Line Items] | |||
Working capital facilities | 10,300 | 10,300 | |
Secured Facilities Agreement [Member] | UNITED ARAB EMIRATES | HSBC Bank Middle East Limited [Member] | |||
Debt Instrument [Line Items] | |||
Working capital facilities | 200 | 200 | |
Secured Facilities Agreement [Member] | KUWAIT | HSBC Bank Middle East Limited [Member] | |||
Debt Instrument [Line Items] | |||
Working capital facilities | $ 100 | $ 100 |
SCHEDULE OF FUNDED STATUS OF EN
SCHEDULE OF FUNDED STATUS OF END-OF-SERVICE INDEMNITIES EMPLOYEES RECEIVE UNDER ONE OF FIVE BENEFIT STRUCTURES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Benefit obligations at the beginning of the year | $ 28,314 | $ 27,410 | |
Actuarial (gain) / loss | 1,344 | (1,128) | $ (69) |
Service cost | 4,979 | 4,876 | 4,545 |
Interest cost | 1,522 | 675 | |
Other | (2,498) | (3,519) | |
Benefit obligations at the end of the year | 33,661 | 28,314 | 27,410 |
Current benefit obligation (within Other current liabilities) | 4,726 | 3,932 | |
Non-current benefit obligation | 28,935 | 24,382 | |
Fair value of plan assets at the beginning of the year | |||
Employer contributions | 2,498 | 3,519 | |
Benefits paid | (2,498) | (3,519) | |
Plan assets at the end of the year | |||
Unfunded status | $ 33,661 | $ 28,314 |
SCHEDULE OF COMPONENTS OF NET P
SCHEDULE OF COMPONENTS OF NET PERIODIC BENEFIT COST (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Service cost | $ 4,979 | $ 4,876 | $ 4,545 |
Interest cost | 1,522 | 675 | 482 |
Actuarial (gain)/loss | 1,344 | (1,128) | (69) |
Other | |||
Net cost | $ 7,845 | $ 4,423 | $ 4,958 |
SCHEDULE OF ASSUMPTIONS USED TO
SCHEDULE OF ASSUMPTIONS USED TO DETERMINE BENEFIT OBLIGATIONS AND NET PERIODIC BENEFIT COST (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Benefit obligations, Discount rate | 5% | 5% |
Net periodic benefit cost, Discount rate | 5% | 2.25% |
Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Benefit obligations, Rate of increase in compensation levels: | 4.50% | 4.50% |
Net periodic benefit cost, Rate of increase in compensation levels: | 4.50% | 4.50% |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Benefit obligations, Rate of increase in compensation levels: | 5% | 5% |
Net periodic benefit cost, Rate of increase in compensation levels: | 5% | 5% |
SCHEDULE OF BENEFIT OBLIGATIONS
SCHEDULE OF BENEFIT OBLIGATIONS CHANGE IN ASSUMPTION (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Retirement Benefits [Abstract] | |
Defined Benefit Plan, Effect of One-Percentage-Point Decrease on Service and Interest Cost Components | $ 2,020 |
Defined Benefit Plan, Effect of One-Percentage-Point Increase on Service and Interest Cost Components | $ (1,797) |
SCHEDULE OF EXPECTED FUTURE BEN
SCHEDULE OF EXPECTED FUTURE BENEFIT PAYMENTS (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Retirement Benefits [Abstract] | |
2024 | $ 6,538 |
2025 | 5,448 |
2026 | 5,589 |
2027 | 5,511 |
2028 | 5,340 |
2029 through 2032 | $ 24,630 |
EMPLOYEE BENEFITS (Details Narr
EMPLOYEE BENEFITS (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Accumulated benefit obligation | $ 19.2 | $ 15.8 | |
Total contributions | $ 3.3 | $ 3.8 | $ 3.7 |
SCHEDULE OF INCOME BEFORE INCOM
SCHEDULE OF INCOME BEFORE INCOME TAX DOMESTIC AND FOREIGN (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (7,865) | $ (8,726) | $ (183) |
Foreign | 37,711 | (21,075) | (60,396) |
(Loss) / Income before income tax | $ 29,846 | $ (29,801) | $ (60,579) |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Current tax expense | $ (997) | ||
Deferred tax expense/ (benefit) | (3,753) | (10,261) | (12,140) |
Income tax expense / (benefit) | 17,266 | 6,619 | 3,989 |
Foreign Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Current tax expense | 21,019 | 16,880 | 16,129 |
Deferred tax expense/ (benefit) | (3,753) | (10,261) | (12,140) |
Income tax expense / (benefit) | $ 17,266 | $ 6,619 | $ 3,989 |
SCHEDULE OF DEFERRED INCOME TAX
SCHEDULE OF DEFERRED INCOME TAX ASSETS (LIABILITIES) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Property, plant and equipment | $ 7,030 | $ 4,644 |
Net operating loss carryforward | 26,332 | 26,514 |
Total deferred tax assets | 33,362 | 31,158 |
Less: valuation allowance | (10,311) | (10,042) |
Deferred tax assets, net of valuation allowance | 23,051 | 21,116 |
Property, plant and equipment | (5,558) | (4,335) |
Intangible assets | (12,292) | (15,408) |
Total deferred tax liabilities | (17,850) | (19,743) |
Net deferred tax asset / (liability) | $ 5,201 | $ 1,373 |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax at statutory rate (BVI and UAE 0%) | |||
Foreign tax rate differential | 3,178 | (1,498) | (6,981) |
Tax effect of adjustments to prior years current tax expense | (997) | ||
Effect of changes in valuation allowances | 2,861 | (1,460) | 1,391 |
Unrecognized tax benefits | 9,703 | 9,577 | 10,576 |
Other | 1,524 | ||
Income tax expense / (benefit) | $ 17,266 | $ 6,619 | $ 3,989 |
SCHEDULE OF EFFECTIVE INCOME _2
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2023 | |
UNITED ARAB EMIRATES | |
Income tax at statutory rate | 0% |
VIRGIN ISLANDS, BRITISH | |
Income tax at statutory rate | 0% |
SCHEDULE OF UNRECOGNIZED TAX BE
SCHEDULE OF UNRECOGNIZED TAX BENEFITS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of period | $ 61,115 | $ 51,002 | $ 33,336 |
Additions from tax positions related to the current period | 7,957 | 16,953 | 26,916 |
Additions from tax positions related to prior periods | 629 | 311 | |
Reductions from tax positions related to earlier periods | (863) | (5,485) | (8,512) |
Settlement of tax positions | (326) | (1,355) | (1,049) |
Balance at end of period | $ 68,512 | $ 61,115 | $ 51,002 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Operating loss carryforward | $ 280,100 | |||
Deferred tax assets, valuation allowance | 10,311 | $ 10,042 | ||
Deferred tax assets, valuation allowance | 200 | |||
Additional allowance issued | 2,900 | |||
Utilization of valuation allowance | 3,100 | |||
Unrecognized tax benefit disallowance | 26,700 | 26,500 | ||
Deferred tax liability on property, plant and equipment | 5,558 | 4,335 | ||
Unrecognized tax benefit | 3,600 | $ 3,600 | ||
Penalties and interest of unrecognized tax benefits | 1,500 | 800 | ||
Unrecognized tax benefits | 68,512 | 61,115 | $ 51,002 | $ 33,336 |
Unrecognized tax benefits that affect effective tax rate | 73,600 | |||
Other Long Term Liabilities [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Penalties and accrued interest | $ 5,100 | $ 2,900 | ||
VIRGIN ISLANDS, BRITISH | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Statutory rate tax | 0% | |||
SAUDI ARABIA | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Operating loss carryforward | $ 186,900 | |||
Other Countries [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Operating loss carryforward | $ 93,200 | |||
Minimum [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Statutory rate tax | 0% | |||
Maximum [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Statutory rate tax | 43.70% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Capital expenditure | $ 15.4 | $ 38.4 |
Other liability | 2 | 2 |
Outstanding letters of credit | 2 | 26.4 |
Surety bonds and other bank issued guarantees | 122.8 | 132.4 |
Cash margin guarantees | 3.6 | 3.6 |
Accounts Payable [Member] | Related Party [Member] | ||
Loss Contingencies [Line Items] | ||
Other liability | $ 1.5 | $ 11.6 |
SCHEDULE OF UNVESTED RESTRICTED
SCHEDULE OF UNVESTED RESTRICTED STOCK (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Restricted Shares, Unvested, Beginning Balance | 2,076,317 | 2,248,699 | 2,038,662 |
Weighted Average Grant Date Fair Value per Share, Unvested, Beginning Balance | $ 10.10 | $ 9.58 | $ 7.38 |
Number of Restricted Shares, Granted | 5,000 | 1,011,040 | 1,413,335 |
Weighted Average Grant Date Fair Value per Share, Granted | $ 5.04 | $ 8.76 | $ 11.67 |
Number of Restricted Shares, Vested and issued | (1,049,243) | (1,064,774) | (940,032) |
Weighted Average Grant Date Fair Value per Share, Vested and issued | $ 8.80 | $ 9.38 | $ 8.04 |
Number of Restricted Shares, Forfeited | (189,193) | (118,648) | (263,266) |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ 9.68 | $ 9.25 | $ 9.20 |
Number of Restricted Shares, Unvested, Ending Balance | 842,881 | 2,076,317 | 2,248,699 |
Weighted Average Grant Date Fair Value per Share, Unvested, Ending Balance | $ 9.80 | $ 10.10 | $ 9.58 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 6,763 | $ 9,269 | $ 9,759 |
Cost of Services [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 3,368 | 4,466 | 4,632 |
Selling, General and Administrative Expenses [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 3,395 | $ 4,803 | $ 5,127 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2018 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares vested | 34,484 | 14,828 | |
Treasury shares | 45,942 | ||
Employee tax withholding | $ 0.2 | ||
2018 Long Term Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Ordinary shares reserved for issuance | 5,000,000 | ||
Unrecognized compensation expense | $ 3.8 | $ 12.4 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 7 days | 1 year 8 months 19 days | |
2018 Long Term Incentive Plan [Member] | Board of Directors [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Time-based and vest ratably period | 1 year | ||
2018 Long Term Incentive Plan [Member] | Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Time-based and vest ratably period | 3 years |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common stock shares outstanding | 94,996,397 | 94,012,752 | |
Preferred stock, shares issued | 0 | 0 | |
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 | 35,540,380 | 35,540,380 |
Ordinary share price | $ 5.75 | $ 5.75 | $ 5.75 |
Warrants and rights outstanding, maturity date | Jun. 06, 2023 | ||
Warrants term | 5 years | ||
Sale price | $ 21 | ||
Share price | $ 0.01 |
SCHEDULE OF RECONCILIATION OF B
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Net earnings per share (Note 17): | |||||
Weighted average ordinary shares outstanding, beginning balance | 94,012,752 | 91,366,235 | 87,777,553 | ||
Change in shares restricted stock issuance | 500 | 32,868 | 87,905 | ||
Weighted average ordinary shares outstanding, restricted stock issuance | 468 | 28,005 | 74,900 | ||
Change in shares restricted stock issuance one | 22,440 | 279,493 | 316,781 | ||
Weighted average ordinary shares outstanding, restricted stock issuance one | 20,411 | 222,063 | 251,689 | ||
Change in shares restricted stock issuance two | 250 | 74,000 | 288,329 | ||
Weighted average ordinary shares outstanding, restricted stock issuance two | 212 | 58,592 | 227,503 | ||
Change in shares restricted stock issuance three | 333 | ||||
Weighted average ordinary shares outstanding, restricted stock issuance three | 278 | 191,522 | 92,166 | ||
Change in shares restricted stock issuance four | 247,286 | ||||
Weighted average ordinary shares outstanding, restricted stock issuance four | 196,474 | 249,081 | 575 | ||
Change in shares restricted stock issuance five | 578,436 | ||||
Weighted average ordinary shares outstanding, restricted stock issuance five | 457,995 | 19,290 | |||
Change in shares restricted stock issuance six | 666 | ||||
Weighted average ordinary shares outstanding, restricted stock issuance six | 480 | ||||
Change in shares restricted stock issuance seven | 40,000 | ||||
Weighted average ordinary shares outstanding, restricted stock issuance seven | 23,342 | ||||
Change in shares restricted stock issuance eight | 1,484 | ||||
Weighted average ordinary shares outstanding, restricted stock issuance eight | 781 | ||||
Change in shares restricted stock issuance nine | 92,250 | ||||
Weighted average ordinary shares outstanding, restricted stock issuance nine | 35,131 | ||||
Weighted average ordinary shares outstanding, ending balance | 94,748,324 | 92,962,048 | 91,043,830 | ||
Change in shares restricted stock issuance three | 242,727 | 242,017 | |||
Change in shares restricted stock issuance four | 316,775 | 5,000 | |||
Change in shares, ordinary share consideration | 1,650,000 | 2,237,000 | [1] | ||
Weighted average ordinary shares outstanding, ordinary share consideration | 827,260 | 2,237,000 | [1] | ||
Change in shares restricted stock Issuance five | 50,654 | ||||
Change in shares additional earn out shares | [2] | 145,039 | |||
Weighted average ordinary shares outstanding additional earnout shares | [2] | 145,039 | |||
Change in shares contingently issuable shares contingency resolved | [3] | 150,434 | |||
Weighted average ordinary shares outstanding contingently issuable shares | [3] | 150,434 | |||
Change in shares contingently issuable shares contingency resolved, one | [3] | 113,215 | |||
Weighted average ordinary shares outstanding contingently issuable shares one | [3] | 85,299 | |||
Change in shares contingently issuable share contingency resolved | [3] | 2,962 | |||
Weighted average ordinary shares outstanding contingently issuable share | [3] | 1,672 | |||
[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 2,237,000 145,039 266,611 |
SCHEDULE OF RECONCILIATION OF_2
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING (Details) (Parenthetical) - Sale and Purchase Agreement [Member] - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock issued during period, shares | 2,237,000 | 266,611 |
Additional Earn Out Shares [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock issued during period, shares | 145,039 |
SCHEDULE OF BASIC AND DILUTED E
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net earnings per share (Note 17): | |||
Net (loss) / income to Ordinary Shareholders, Basic | $ 12,580 | $ (36,420) | $ (64,568) |
Weighted-average ordinary shares outstanding, Basic | 94,748,324 | 92,962,048 | 91,043,830 |
Weighted-average ordinary shares outstanding, Basic | $ 0.13 | $ (0.39) | $ (0.71) |
Weighted average number of shares outstanding, restricted stock units | |||
Net (loss) / income to Ordinary Shareholders, antidilution sequencing - subtotal | $ 12,580 | $ (36,420) | $ (64,568) |
Weighted-average ordinary shares outstanding, antidilution sequencing - subtotal | 94,748,324 | 92,962,048 | 91,043,830 |
Weighted-average ordinary shares outstanding, antidilution sequencing - subtotal | $ 0.13 | $ (0.39) | $ (0.71) |
Weighted-average ordinary shares outstanding, public warrants | |||
Net (loss) / income to Ordinary Shareholders, Diluted | $ 12,580 | $ (36,420) | $ (64,568) |
Weighted-average ordinary shares outstanding, Diluted | 94,748,324 | 92,962,048 | 91,043,830 |
Weighted-average ordinary shares outstanding, Diluted | $ 0.13 | $ (0.39) | $ (0.71) |
SCHEDULE OF BASIC AND DILUTED_2
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE (Details) (Parenthetical) - Public Warrants [Member] - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Public warrants shares | 35,540,380 | 35,540,380 | 35,540,380 |
Public warrants per half share | $ 5.75 | $ 5.75 | $ 5.75 |
SCHEDULE OF FAIR VALUE OF HIERA
SCHEDULE OF FAIR VALUE OF HIERARCHY AT FAIR VALUE ON RECURRING BASIS (Details) - Liability For Buyer Stock Adjustment Amount Derivative [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Financial Liabilities Fair Value Disclosure | ||
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Financial Liabilities Fair Value Disclosure | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Financial Liabilities Fair Value Disclosure | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Financial Liabilities Fair Value Disclosure |
SCHEDULE OF FAIR VALUE OF LEVEL
SCHEDULE OF FAIR VALUE OF LEVEL 3 MEASUREMENTS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Beginning Balance | |||
Initial accounting for Buyer Stock Adjustment Amount derivative liability (Note 9) | (4,236) | ||
Change in Buyer Stock Adjustment Amount derivative liability (Note 9) | 4,236 | ||
Ending Balance |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities | $ 976,246 | $ 1,025,979 | |
Nine Energy Service, Inc. [Member] | Coiled Tubing Equipment [Member] | |||
Payments to acquire property, plant, and equipment | 1,500 | 800 | $ 1,200 |
Nine Energy Service, Inc. [Member] | Coiled Tubing Equipment, Products and Services [Member] | |||
Liabilities | $ 400 | $ 200 |
SCHEDULE OF SEGMENT REPORTING,
SCHEDULE OF SEGMENT REPORTING, INFORMATION ON REVENUES AND LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | |||
Total revenue from external customers | $ 1,145,915 | $ 909,517 | $ 876,729 |
Total long-lived assets | 442,666 | 461,061 | |
Total operating income | 80,703 | (917) | (43,332) |
Interest expense, net | (45,826) | (34,126) | (15,174) |
Other income / (expense), net | (5,031) | 5,242 | (2,073) |
(Loss) / income before income tax | 29,846 | (29,801) | (60,579) |
Production Services [Member] | |||
Revenue from External Customer [Line Items] | |||
Total long-lived assets | 225,612 | 239,958 | |
Drilling and Evaluation Services [Member] | |||
Revenue from External Customer [Line Items] | |||
Total long-lived assets | 170,224 | 173,520 | |
Total reportable segments [Member] | |||
Revenue from External Customer [Line Items] | |||
Total long-lived assets | 395,836 | 413,478 | |
Production Services [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue from external customers | 785,642 | 567,249 | 554,097 |
Total operating income | 111,060 | 28,717 | (1,858) |
Drilling and Evaluation Services [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue from external customers | 360,273 | 342,268 | 322,632 |
Total operating income | 36,461 | 33,473 | (1,238) |
Unallocated assets [Member] | |||
Revenue from External Customer [Line Items] | |||
Total long-lived assets | 46,830 | 47,583 | |
Total reportable segments [Member] | |||
Revenue from External Customer [Line Items] | |||
Total operating income | 147,521 | 62,190 | (3,096) |
Unallocated expenses [Member] | |||
Revenue from External Customer [Line Items] | |||
Total operating income | $ (66,818) | $ (63,107) | $ (40,236) |
SCHEDULE OF REVENUE FROM EXTERN
SCHEDULE OF REVENUE FROM EXTERNAL CUSTOMERS AND LONG-LIVED ASSETS, BY GEOGRAPHICAL AREAS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 1,145,915 | $ 909,517 | $ 876,729 |
Total long-lived assets | 442,666 | 461,061 | |
Domestic [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | |||
Total long-lived assets | |||
MENA [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 1,132,321 | 893,635 | 865,917 |
Total long-lived assets | 431,002 | 443,967 | |
Rest of world [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 13,594 | 15,882 | $ 10,812 |
Total long-lived assets | $ 11,664 | $ 17,094 |
REPORTABLE SEGMENTS (Details Na
REPORTABLE SEGMENTS (Details Narrative) - Segments | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Major Customer [Line Items] | |||
Number of Reportable Segments | 2 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration Risk, Percentage | 44% | 40% | 51% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration Risk, Percentage | 8% | 9% | 10% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration Risk, Percentage | 7% | 7% | 7% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration Risk, Percentage | 5% | 7% | 4% |