Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 11, 2019 | Jun. 29, 2018 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | U.S. WELL SERVICES, INC. | ||
Entity Central Index Key | 0001670349 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Trading Symbol | USWS | ||
Entity Public Float | $ 321,100,000 | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 49,254,760 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 13,937,332 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 29,529 | $ 5,923 |
Restricted cash | 507 | 503 |
Accounts receivable (net of allowance for doubtful accounts of $189 in 2018 and $438 in 2017) | 58,026 | 74,435 |
Inventory, net | 9,413 | 12,436 |
Prepaids and other current assets | 16,437 | 12,987 |
Total current assets | 113,912 | 106,284 |
Property and equipment, net | 331,387 | 251,288 |
Intangible assets, net | 27,890 | 36,295 |
Goodwill | 4,971 | 4,971 |
Deferred financing costs, net | 2,070 | 8,758 |
TOTAL ASSETS | 480,230 | 407,596 |
CURRENT LIABILITIES: | ||
Accounts payable | 89,360 | 86,582 |
Accrued expenses and other current liabilities | 17,044 | 12,157 |
Notes payable | 4,560 | 1,446 |
Current portion of long-term equipment financing | 3,263 | 22,767 |
Current portion of long-term capital lease obligation | 25,338 | 9,551 |
Current portion of long-term debt | 900 | |
Current portion of long-term debt to related party | 6,839 | |
Total current liabilities | 140,465 | 139,342 |
Long-term equipment financing | 8,304 | 4,314 |
Long-term capital lease obligation | 9,490 | |
Long-term debt | 91,112 | |
Long-term debt to related party | 210,187 | |
TOTAL LIABILITIES | 239,881 | 363,333 |
Commitments and contingencies (NOTE 14) | ||
STOCKHOLDERS' EQUITY | ||
Additional paid in capital | 204,928 | |
Member's interest | 137,885 | |
Member's accumulated deficit | (93,622) | |
Accumulated deficit | (17,383) | |
Total stockholders' equity/member's equity attributable to U.S. Well Services, Inc. | 187,551 | 44,263 |
Noncontrolling interest | 52,798 | |
Total Stockholders' Equity/Member's Equity | 240,349 | 44,263 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 480,230 | $ 407,596 |
Common Class A [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common stock, value | 5 | |
Total Stockholders' Equity/Member's Equity | 5 | |
Common Class B [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common stock, value | 1 | |
Total Stockholders' Equity/Member's Equity | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Net of allowance for doubtful accounts | $ 189 | $ 438 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 400,000,000 | 400,000,000 |
Common stock, issued | 49,254,760 | |
Common stock, outstanding | 49,254,760 | |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 20,000,000 | 20,000,000 |
Common stock, issued | 13,937,332 | 0 |
Common stock, outstanding | 13,937,332 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Revenue | $ 466,487,000 | $ 648,847,000 | ||
Costs and expenses: | ||||
Cost of services (excluding depreciation and amortization) | 394,125,000 | 533,031,000 | ||
Depreciation and amortization | 92,430,000 | 108,440,000 | ||
Selling, general and administrative expenses | 17,601,000 | 34,497,000 | ||
Impairment loss on intangible assets | 20,247,000 | |||
Loss on disposal of assets | 11,958,000 | 10,848,000 | ||
Loss from operations | (69,874,000) | (37,969,000) | ||
Interest expense, net | (22,961,000) | (32,636,000) | ||
Loss on extinguishment of debt | (190,000) | |||
Other income (expense) | (787,000) | 333,000 | ||
Loss before income taxes | (93,622,000) | (70,462,000) | ||
Income tax expense | 0 | 352,000 | ||
Net loss | (93,622,000) | (70,814,000) | ||
Net loss attributable to noncontrolling interest | (4,918,000) | |||
Net loss attributable to U.S. Well Services, Inc. | $ (93,622,000) | $ (65,896,000) | ||
Loss per common share (See Note 12): | ||||
Basic and diluted | $ (1.89) | $ (1.33) | ||
Weighted average common shares outstanding: | ||||
Basic and diluted | 47,940,000 | 47,899,000 | ||
Predecessor [Member] | ||||
Revenue | $ 32,867,000 | $ 294,755,000 | ||
Costs and expenses: | ||||
Cost of services (excluding depreciation and amortization) | 28,053,000 | 262,311,000 | ||
Depreciation and amortization | 4,920,000 | 66,084,000 | ||
Selling, general and administrative expenses | 1,281,000 | 9,837,000 | ||
Loss on disposal of assets | 201,000 | 6,560,000 | ||
Loss from operations | (1,588,000) | (50,037,000) | ||
Interest expense, net | (4,067,000) | (45,376,000) | ||
Other income (expense) | 1,000 | 9,000 | ||
Loss before income taxes | (5,654,000) | (95,404,000) | ||
Income tax expense | 0 | 0 | ||
Net loss | (5,654,000) | (95,404,000) | ||
Net loss attributable to U.S. Well Services, Inc. | $ (5,654,000) | $ (95,404,000) | ||
Loss per common share (See Note 12): | ||||
Basic and diluted | $ (0.11) | $ (1.93) | ||
Weighted average common shares outstanding: | ||||
Basic and diluted | 47,940,000 | 47,940,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (93,622) | $ (70,814) | ||
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 92,430 | 108,440 | ||
Impairment loss on intangible assets | 20,247 | |||
Provision for losses on accounts receivable | 438 | 644 | ||
Provision for losses on inventory obsolescence | 450 | 153 | ||
Non-cash interest | 17,456 | 9,553 | ||
Loss on disposal of assets | 11,958 | 10,848 | ||
Amortization of discount on debt | 50 | |||
Deferred financing costs amortization | 1,775 | 8,534 | ||
Loss on extinguishment of debt | 190 | |||
Share/Unit based compensation expense | 4,546 | 20,633 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | (35,716) | 15,765 | ||
Inventory | (7,646) | 3,591 | ||
Prepaids and other current assets | (5,879) | (6,460) | ||
Accounts payable | 38,913 | (22,543) | ||
Accrued liabilities | 1,937 | 4,887 | ||
Accrued interest | (2) | |||
Net cash provided by (used in) operating activities | 47,287 | 83,469 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (71,584) | (147,606) | ||
Insurance proceeds from damaged property and equipment | 19 | 8,033 | ||
Net cash used in investing activities | (71,565) | (139,573) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of revolving credit facility | 49,825 | 55,975 | ||
Repayments of revolving credit facility | (15,475) | (49,825) | ||
Proceeds from issuance of long-term debt | 40,000 | |||
Repayments of long-term debt to related party | (163,860) | |||
Proceeds from issuance of note payable | 4,112 | 7,278 | ||
Repayments of note payable | (2,723) | (4,163) | ||
Repayments of amounts under equipment financing agreements | (4,607) | (22,997) | ||
Payment to re-acquire JMRF Interest | (29) | |||
Principal payments under finance lease obligation | (2,587) | (9,551) | ||
Cash distribution to partners | (10) | |||
Proceeds from issuance of common stock, net | 243,865 | |||
Repurchase of common stock | (11,475) | |||
Deferred financing costs | (2,200) | (5,523) | ||
Net cash provided by financing activities | 26,316 | 79,714 | ||
Net increase (decrease) in cash and cash equivalents and restricted cash | 2,038 | 23,610 | ||
Cash and cash equivalents and restricted cash, beginning of period | 4,388 | 6,426 | ||
Cash and cash equivalents and restricted cash, end of period | $ 4,388 | 6,426 | 30,036 | |
Supplemental cash flow disclosure: | ||||
Interest paid | 3,745 | 41,537 | ||
Non-cash investing and financing activities: | ||||
Accrued and unpaid capital expenditures | 2,298 | 27,283 | ||
Assets under finance lease obligations | 21,330 | 15,849 | ||
Notes payable for purchases of equipment | 30,385 | 7,482 | ||
Partial settlement of debt through issuance of common stock | $ 13,150 | |||
Deferred finance cost related to issuance of Class B units by USWS Holdings | 8,271 | |||
Predecessor [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | (5,654) | $ (95,404) | ||
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 4,920 | 66,084 | ||
Non-cash interest | 3,155 | 11,790 | ||
SMRF Interests present value adjustment | 117 | 659 | ||
Loss on disposal of assets | 201 | 6,560 | ||
Amortization of discount on debt | 54 | 4,433 | ||
Deferred financing costs amortization | 112 | 1,515 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | (10,175) | 32,526 | ||
Inventory | (137) | 3,573 | ||
Prepaids and other current assets | (414) | (2,764) | ||
Other non-current assets | 113 | 333 | ||
Accounts payable | 2,446 | (10,226) | ||
Accrued liabilities | 1,922 | (2,809) | ||
Accrued interest | 563 | 6,449 | ||
Net cash provided by (used in) operating activities | (2,777) | 22,719 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (19,045) | |||
Insurance proceeds from damaged property and equipment | 253 | |||
Net cash used in investing activities | (18,792) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of revolving credit facility | 2,500 | 300,679 | ||
Repayments of revolving credit facility | (291,829) | |||
Proceeds from issuance of note payable | 4,118 | |||
Repayments of note payable | (276) | (2,444) | ||
Repayments of senior term loans | (5,155) | |||
Repayments of amounts under equipment financing agreements | (428) | (1,768) | ||
Principal payments under finance lease obligation | (5) | (62) | ||
Cash distribution to partners | (24) | |||
Deferred financing costs | (318) | (1,750) | ||
Net cash provided by financing activities | 1,473 | 1,765 | ||
Net increase (decrease) in cash and cash equivalents and restricted cash | (1,304) | 5,692 | ||
Cash and cash equivalents and restricted cash, beginning of period | 5,692 | $ 4,388 | ||
Cash and cash equivalents and restricted cash, end of period | 4,388 | 5,692 | ||
Supplemental cash flow disclosure: | ||||
Interest paid | 66 | 20,534 | ||
Non-cash investing and financing activities: | ||||
Accrued and unpaid capital expenditures | $ 2,251 | $ 1,867 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid in Capital [Member] | Member's Interest [Member] | Member's Accumulated Deficit [Member] | Retained Earnings [Member] | Noncontrolling Interests [Member] |
Balance (Predecessor [Member]) at Dec. 31, 2015 | $ (151,023) | $ 4,840 | $ (155,863) | |||||
Accrued preferred return on Series E Units | Predecessor [Member] | (2,483) | (2,483) | ||||||
Accrued dividends on Junior Mandatorily Redeemable Financial Interests | Predecessor [Member] | (33,449) | (33,449) | ||||||
Partner distributions | Predecessor [Member] | (24) | (24) | ||||||
Net loss | Predecessor [Member] | (95,404) | (95,404) | ||||||
Balance (Predecessor [Member]) at Dec. 31, 2016 | (282,383) | 4,816 | (287,199) | |||||
Accrued preferred return on Series E Units | Predecessor [Member] | (217) | (217) | ||||||
Accrued dividends on Junior Mandatorily Redeemable Financial Interests | Predecessor [Member] | (1,550) | (1,550) | ||||||
Net loss | Predecessor [Member] | (5,654) | (5,654) | ||||||
Balance (Predecessor [Member]) at Feb. 01, 2017 | (289,804) | 4,816 | (294,620) | |||||
Elimination of deficit in connection with Acquisition | Predecessor [Member] | 289,804 | (4,816) | 294,620 | |||||
Balance at Feb. 02, 2017 | 133,339 | 133,339 | ||||||
Balance (Predecessor [Member]) at Feb. 01, 2017 | (289,804) | 4,816 | (294,620) | |||||
Net loss | (93,622) | |||||||
Balance at Dec. 31, 2017 | 44,263 | 137,885 | (93,622) | |||||
Balance (in shares) at Dec. 31, 2017 | 0 | |||||||
Balance at Feb. 02, 2017 | 133,339 | 133,339 | ||||||
Deemed contribution related to unit-based compensation | 4,546 | 4,546 | ||||||
Net loss | (93,622) | (93,622) | ||||||
Balance at Dec. 31, 2017 | 44,263 | 137,885 | (93,622) | |||||
Balance (in shares) at Dec. 31, 2017 | 0 | |||||||
Deemed contribution related to unit-based compensation | 13,724 | 13,724 | ||||||
Partner distributions | (10) | (10) | ||||||
Net loss | (65,896) | |||||||
Net loss prior to Transaction | (48,513) | (48,513) | ||||||
Effects of the Transaction: | ||||||||
Restricted stock granted to employees (in shares) | 530,000 | |||||||
Stock based Transaction bonus | 6,500 | $ 6,500 | ||||||
Stock based Transaction bonus (in shares) | 650,000 | |||||||
Partial settlement of debt through issuance of common stock | 13,150 | 13,150 | ||||||
Partial settlement of debt through issuance of common stock (in shares) | 1,314,999 | |||||||
Recapitalization | 244,670 | $ 5 | $ 1 | 192,719 | $ (151,599) | $ 142,135 | $ 61,409 | |
Recapitalization (in shares) | 47,584,677 | 14,546,755 | ||||||
Stock based compensation subsequent to Transaction | 408 | 316 | 92 | |||||
Repurchase of common stock | (11,542) | (7,757) | (3,785) | |||||
Repurchase of common stock (in shares) | (824,916) | (609,423) | ||||||
Net loss subsequent to Transaction | (22,301) | $ (17,383) | (4,918) | |||||
Balance at Dec. 31, 2018 | $ 240,349 | $ 5 | $ 1 | $ 204,928 | $ (17,383) | $ 52,798 | ||
Balance (in shares) at Dec. 31, 2018 | 49,254,760 | 13,937,332 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | NOTE 1 – DESCRIPTION OF BUSINESS U.S. Well Services, Inc. (the “Company”), f/k/a Matlin & Partners Acquisition Corp (“MPAC”), is a Houston, Texas-based oilfield service provider of well stimulation services to the upstream oil and natural gas industry. The Company engages in high-pressure hydraulic fracturing in unconventional oil and natural gas basins in the United States. The fracturing process consists of pumping a specially formulated fluid into perforated well casing, tubing or open holes under high pressure, causing the underground formation to crack or fracture, allowing nearby hydrocarbons to flow more freely up the wellbore. The Company was incorporated in Delaware in March 2016 as a special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On November 9, 2018 (the “Closing Date”), MPAC acquired USWS Holdings LLC, a Delaware limited liability company (“USWS Holdings”), pursuant to the Merger and Contribution Agreement, dated as of July 13, 2018, and subsequently amended (as amended, the “Merger and Contribution Agreement”). The acquisition, together with the other transactions contemplated by the Merger and Contribution Agreement are referred to herein as the “Transaction”. In connection with the closing of the Transaction, MPAC changed its name to U.S. Well Services, Inc. Pursuant to the Merger and Contribution Agreement, on the Closing Date, the Company contributed cash to USWS Holdings in exchange for (a) a number of USWS Holdings units equal to the number of shares of the Company’s Class A common stock outstanding on the Closing Date and (b) a number of USWS Holdings warrants exercisable for USWS Holdings units equal to the number of the Company’s warrants outstanding as of the Closing Date. In addition, the Company issued 13,532,331 shares of Class A common stock to certain members of USWS Holdings in exchange for their interests in USWS Holdings and 14,546,755 shares of Class B common stock to certain members of USWS Holdings who retained their interests in USWS Holdings. The shares and units were determined based on the financial statements of USWS Holdings on the Closing Date. In connection with the Transaction, the Company also issued and sold in a private placement an aggregate of 23,500,000 shares of Class A common stock for aggregate consideration of $235.0 million. In addition, the Company cancelled 2,975,000 shares of Class F common stock and converted the remaining 5,150,000 shares of Class F common stock into Class A common stock on a one-for-one basis. Following the completion of the Transaction, substantially all of the Company’s assets and operations are held and conducted by U.S. Well Services, LLC (“USWS LLC”), a wholly owned subsidiary of USWS Holdings, and the Company’s only assets are equity interests representing 77.9% ownership of USWS Holdings as of December 31, 2018. Unless the context otherwise requires, “the Company”, “we,” “us,” and “our” refer, for periods prior to the completion of the Transaction, to USWS Holdings and its subsidiaries and, for periods upon or after the completion of the Transaction, to US Well Services, Inc. and its subsidiaries, including USWS Holdings and its subsidiaries. On February 2, 2017, USWS Holdings acquired (the “Acquisition”) all of the outstanding equity interests of USWS LLC. USWS Holdings, a Delaware limited liability company, was formed for the purpose of effecting the Acquisition and had no operations of its own. USWS Holdings accounted for the Acquisition as a business combination under the acquisition method of accounting. Accordingly, the assets acquired and liabilities assumed were recorded at fair value with the remaining purchase price recorded as goodwill (see Note 4). USWS LLC elected to push down the effects of the Acquisition to its consolidated financial statements. On June 1, 2017, the Company formed two special purpose entities (“SPEs”), namely USWS Fleet 10, LLC, and USWS Fleet 11, LLC. The SPEs were created to own and finance certain fracturing equipment. The SPEs are limited liability companies registered in the state of Delaware and are indirect, wholly-owned subsidiaries of USWS Holdings. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The acquisition of USWS Holdings has been accounted for as a reverse recapitalization. Under this method of accounting, USWS Holdings is treated as the acquirer, and the Company is treated as the acquired party. Therefore, the consolidated financial statements presented are those of USWS LLC prior to the Closing Date as the Company’s predecessor entity and of the Company subsequent to the Closing date. The financial statements reflect the Transaction as the equivalent of the issuance of stock by USWS LLC for the net monetary assets of the Company. The accounting for the Transaction did not affect the carrying values of the assets and liabilities of USWS LLC. The consolidated financial statements for the year ended December 31, 2018 (the “2018 Successor Period”) and for the period of February 2, 2017 to December 31, 2017 (the “2017 Successor Period”) represent the financial information of the Company and its subsidiaries subsequent to the Acquisition. The consolidated financial statements for the period from January 1, 2017 to February 1, 2017 (the “2017 Predecessor”) and for the year ended December 31, 2016 (the “2016 Predecessor”) represent the financial information of the Company and its subsidiaries prior to the Acquisition. Due to the change in the basis of accounting resulting from the Acquisition, the consolidated financial statements of the Company for these reporting periods are not comparable. The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Our operations are organized into a single business segment, which consists of hydraulic fracturing services, and we have one reportable geographical business segment, the United States. Principles of Consolidation The consolidated financial statements comprise the financial statements of the Company and the subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All significant intercompany balances and transactions are eliminated. Business Combinations The Company accounts for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Significant estimates included in these financial statements primarily relate to allowance for doubtful accounts, allowance for inventory obsolescence, estimated useful lives and valuation of property and equipment and intangibles, impairment assessments of goodwill and other intangibles, Level 2 inputs used in fair value estimation of senior mandatorily redeemable financial interests and senior term loans, junior mandatorily redeemable financial instruments, accounting for business combination, and the assumptions used in our Black-Scholes and Monte Carlo option pricing models associated with the valuation of share-based compensation. Actual results could differ from those estimates. Cash and Cash Equivalents Cash equivalents are highly liquid investments with an original maturity at the date of acquisition of three months or less. Cash and cash equivalents consist of cash on deposit with domestic banks and, at times, may exceed federally insured limits. Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in restricted cash in our consolidated balance sheets. The restricted cash in our consolidated balance sheet represents cash transferred into a trust account to support our workers’ compensation obligations. Inventory Inventory consists of proppant, chemicals, and other consumable materials and supplies used in our high-pressure hydraulic fracturing operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined principally on a first-in-first-out cost basis. All inventories are purchased and used by the Company in the delivery of its services with no inventory being sold separately to outside parties. Inventory quantities on hand are reviewed regularly and write-downs for obsolete inventory are recorded based on our forecast of the inventory item demand in the near future. As of December 31, 2018 and 2017, the Company had established inventory reserves of $572 and $450, respectively, for obsolete and slow-moving inventory. The following table shows the change in the inventory reserves: Successor Successor Predecessor December 31, December 31, February 1, 2018 2017 2017 Balance at beginning of period $ 450 $ - $ 73 Charges to costs and expenses 153 450 - Recoveries and write-offs (31 ) - - Balance at end of period $ 572 $ 450 $ 73 On certain contracts with our proppant vendors, we take ownership of proppant as it leaves the sand mines. These in transit inventories are recognized as part of Inventory in our balance sheets. As of December 31, 2018 and 2017, in transit inventories amounted to $265 and $1,163, respectively. Property and Equipment Property and equipment are carried at cost, with depreciation provided on a straight-line basis over their estimated useful lives. Expenditures for renewals and betterments that extend the lives of the assets are capitalized. Amounts spent for maintenance and repairs, which do not improve or extend the life of the related asset, are charged to expense as incurred. Long-lived Assets Long-lived assets, such as property and equipment and amortizable identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When making this assessment, the following factors are considered: current operating results, trends and prospects, as well as the effects of obsolescence, demand, competition and other economic factors. We determine recoverability by evaluating whether the undiscounted estimated future net cash flows of the asset or asset group are less than its carrying value. When impairment is indicated, we proceed to Step 2 of the impairment test and measure the impairment as the amount by which the assets carrying value exceeds its fair value. Management considers a number of factors such as estimated future cash flows, appraisals and current market value analysis in determining fair value. Assets are written down to fair value if the concluded current fair value is below the net carrying value. For the 2017 Successor Period, we identified a triggering event in our impairment analysis relating to an intangible asset based on changes in a specific customer contract, which resulted in recognition of an impairment loss amounting to $20,247. See Note 6 for more information. Goodwill Goodwill is not amortized, but is reviewed for impairment annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgements regarding indicators of potential impairment are based on market conditions and operational performance of the business. As of December 31, or as required, the Company performs an impairment analysis of goodwill. The Company may assess its goodwill for impairment initially using a qualitative approach (“step zero”) to determine whether conditions exist that indicate it is more likely than not that a reporting unit’s carrying value is greater than its fair value, and if such conditions are identified, then a quantitative analysis will be performed to determine if there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with step zero. The quantitative assessment for goodwill is a two-step assessment. “Step one” requires comparing the carrying value of a reporting unit, including goodwill, to its fair value, which the Company estimates using the income approach. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions, including preparation of revenue and profitability growth forecasts, selection of a discount rate, and selection of a terminal year multiple. If the fair value of the respective reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is to measure the amount of impairment loss, if any. “Step two” compares the implied fair value of goodwill to the carrying amount of goodwill. The implied fair value of goodwill is determined by a hypothetical purchase price allocation using the reporting unit’s fair value as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recorded to write down goodwill to its implied fair value. Deferred Financing Costs Costs incurred to obtain financing are capitalized and amortized to interest expense using the effective interest method over the contractual term of the debt. At the balance sheet date, deferred financing costs related to the senior term loans are presented as a direct deduction from the debt liability, while deferred financing costs related to the revolver facility are presented as deferred financing costs, net, on the consolidated balance sheets. Fair Value of Financial Instruments Fair value is defined under Accounting Standards Codification (ASC) 820, Fair Value Measurement Level 1–inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2–inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3–inputs are unobservable for the asset or liability. The following is a summary of the carrying amounts and estimated fair values of our financial instruments as of December 31, 2018 and 2017: Cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other current liabilities. These carrying amounts approximate fair value because of the short maturity of the instruments or because the carrying value is equal to the fair value of those instruments on the balance sheet dates. Second Lien Term Loan and Related Party Senior Term Loan . The carrying value of the Second Lien Term Loan approximates fair value as its terms are consistent with and comparable to current market rates as of December 31, 2018. The estimated fair value of the Related Party Senior Term Loan amounted to $167,417 as of December 31, 2017 and was estimated using discounted cash flow methodology based on Level 2 inputs Revenue Recognition Revenues are recognized as services are completed and collectability is reasonably assured. With respect to our hydraulic fracturing services, we recognize revenue upon the completion of each fracturing stage and invoice our customers either on a per stage or per well basis. We have certain contracts with fixed monthly service revenues that are recognized and invoiced monthly. We also have a certain contract that requires a minimum number of stages, measured quarterly, with the Company recognizing additional revenue for any shortfall in stages completed. Revenues on consumables such as sand and chemicals that we use in the performance of our services are also recognized upon the completion of each fracturing stage. We typically complete multiple fracturing stages per day during the course of a job. Revenues are recognized as we meet our performance obligations in accordance with such contracts. Accounts Receivable Accounts receivable are recorded at their outstanding balances adjusted for an allowance for doubtful accounts. The allowance for doubtful accounts is determined by analyzing the payment history and credit worthiness of each debtor. Receivable balances are charged off when they are considered uncollectible by management. Recoveries of receivables previously charged off are recorded as income when received. The Company recorded an allowance for doubtful accounts amounting to $189 and $438 as of December 31, 2018 and 2017, respectively. The following table shows the change in allowance for doubtful accounts: Successor Successor Predecessor December 31, December 31, February 1, 2018 2017 2017 Balance at beginning of period $ 438 $ - $ 152 Charges to costs and expenses 644 438 - Recoveries and write-offs (893 ) - - Balance at end of period $ 189 $ 438 $ 152 Major Customer and Concentration of Credit Risk The concentration of our customers in the oil and natural gas industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. The following table shows the percentage of revenues from our significant customers for the 2018 Successor Period, 2017 Successor Period, the 2017 Predecessor Period and the 2016 Predecessor Period: Successor Successor Predecessor Predecessor January 1, 2018 February 2, 2017 January 1, 2017 January 1, 2016 to to to to December 31, December 31, February 1, December 31, 2018 2017 2017 2016 Customer A 27.3% 36.5% 53.5% 77.1% Customer B 20.3% 26.6% 42.8% * Customer C 12.0% * * * Customer D 15.4% * * * Customer E 11.2% * * * The following table shows the percentage of trade receivables from our significant customers as of December 31, 2018 and December 31, 2017: December 31, 2018 December 31, 2017 Customer A 18.4% 21.5% Customer B 17.7% 30.5% Customer C 10.8% 10.6% Customer D 26.1% 15.8% Customer F 13.0% * Share-Based Compensation The Company measures share-based compensation costs at the award’s fair value on the grant date. Employee share-based compensation is recognized as an expense over the requisite service period which is typically the period over which the award vests, or upon the occurrence of certain vesting events. Forfeitures are recognized as they occur. Non-employee share-based compensation is recognized over the period in which the related services are rendered. Income Taxes Prior to the completion of the Transaction, the Company was a limited liability company and was treated as a partnership for federal and certain state income tax purposes. As such, the results of operations were allocated to the members for inclusion in their income tax returns and therefore no provision or benefit for federal or certain state income taxes was included in our financial statements prior to the completion of the Transaction. The Company under ASC 740 uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Accounting Standards
Accounting Standards | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Accounting Standards | NOTE 3 – ACCOUNTING STANDARDS Recently Adopted Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230), Restricted Cash”. The Company adopted this guidance in the fourth quarter of fiscal 2018 on a retrospective basis. This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance also requires entities that report cash and cash equivalents and restricted cash separately on the consolidated balance sheets to reconcile those amounts to the consolidated statements of cash flows. The following table provides a reconciliation of the amount of cash and cash equivalents reported on the consolidated balance sheets to the total of cash and cash equivalents and restricted cash shown on the consolidated statements of cash flows: December 31, 2018 December 31, 2017 Cash and cash equivalents $ 29,529 $ 5,923 Restricted cash 507 503 Cash and cash equivalents and restricted cash $ 30,036 $ 6,426 In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which modifies certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards, and classification in the statement of cash flows. The Company adopted this new guidance in the fourth quarter of fiscal 2018 on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 704): Balance Sheet Classification of Deferred Taxes. ASU No. 2015-17 eliminated the current requirement for organizations to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. Instead, companies are required to classify all deferred tax assets and liabilities as non-current. The standard is effective for interim and annual periods beginning after December 15, 2016. The Company adopted this new guidance as of December 31, 2018, the first period in which the Company had deferred taxes. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements”, which provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). The amendments also provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606) and certain criteria are met. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with Topic 606. Otherwise, the entity must account for the combined component as an operating lease in accordance with Topic 842. The new guidance will be effective for emerging growth companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting the new guidance on the consolidated financial statements. In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases”. The amendments affect narrow aspects of the guidance issued in the amendments in ASU 2016-02 including those regarding residual value guarantees, rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase option, variable lease payments that depend on an index or a rate, investment tax credits, lease term and purchase option, transition guidance for amounts previously recognized in business combinations, certain transition adjustments, transition guidance for leases previously classified as capital leases under Topic 840, transition guidance for modifications to leases previously classified as direct financing or sales-type leases under Topic 840, transition guidance for sale and leaseback transactions, impairment of net investment in the lease, unguaranteed residual asset, effect of initial direct costs on rate implicit in the lease, and failed sale and leaseback transactions. The new guidance will be effective emerging growth companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting the new guidance on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the second step of the previous two-step quantitative test of goodwill impairment. Under the new guidance, the quantitative test consists of a single step in which the carrying amount of the reporting unit is compared to its fair value. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the amount of the impairment would be limited to the total amount of goodwill allocated to the reporting unit. The guidance does not affect the existing option to perform the qualitative assessment for a reporting unit to determine whether the quantitative impairment test is necessary. The new guidance will be effective for emerging growth companies for fiscal years beginning after December 15, 2021; however, early adoption is permitted. The Company is currently evaluating the impact of adopting the new guidance on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-1, “Business Combinations (Topic 805): Clarifying the Definition of a Business”, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance will be effective for emerging growth companies for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company has completed its evaluation of the new guidance and has concluded that the adoption of this ASU will not have a material impact on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-2, “Leases (Topic 842).” The new guidance, among other things, requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. ASU 2016-2 will be effective for emerging growth companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting the new guidance on the consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” and subsequent amendments thereto. This pronouncement requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods and services. In August 2015, the FASB deferred the effective date of ASU 2014-09. Since the original issuance of ASU 2014-09, the FASB has issued several amendments and updates to this guidance. As an emerging growth company, this accounting standard becomes effective for the Company for reporting periods beginning after December 15, 2018 and interim reporting periods thereafter. The Company has completed its evaluation of the new revenue standard and has concluded that the adoption of this ASU will not have a material impact on the consolidated financial statements, other than the additional disclosure requirements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 4 – ACQUISITION In February 2017, we completed an out-of-court debt restructuring (the “Restructuring”). In connection with the Restructuring, on February 2, 2017 (“Acquisition date”), USWS Holdings acquired all of USWS LLC’s outstanding equity interests. The purchase price was $275,068, which consisted of noncash consideration in the form of Related Party Senior Term Loan (as defined in Note 10) amounting to $150,000 and equity issued by USWS Holdings amounting to $125,068. Also, on the Acquisition date, USWS Holdings issued Class B units to the lenders of the Related Party Revolving Credit Facility (as defined in Note 10) for providing commitment to the revolver. These Class B units were valued at $8,271 and recorded as deferred financing costs (see Note 10). The following table summarizes the final allocation of the purchase price to the assets acquired and liabilities assumed: As of February 2, 2017 Assets acquired: Cash and cash equivalents $ 3,888 Restricted cash 500 Accounts receivable 39,156 Inventory 9,014 Prepaids and other current assets 5,634 Property and equipment 224,318 Intangible assets 65,479 Goodwill 4,971 Deferred financing costs 318 Total assets acquired 353,278 Liabilities assumed: Accounts payable 40,299 Accrued liabilities 19,407 Notes payable 1,397 Currents portion of long-term debt 1,216 Long-term debt 387 Revolving credit facility 15,475 JMRF Interest 29 Total liabilities assumed 78,210 Net assets acquired $ 275,068 Goodwill of $4,971 was recorded in the 2017 Successor Period consolidated balance sheet. The fair value of order backlog was estimated using the multi-period excess earnings method. This method evaluates the present worth of the future economic benefits that accrue to a hypothetical owner of the order backlog by accounting for all other contributions to earnings. The benefits of future earnings are discounted at a rate of return that is commensurate with the asset’s particular risk level. The fair value of order backlog acquired as a result of the Acquisition was $37,736. The fair value of covenants not to compete was estimated using the with-and-without method, which is an incremental income method under the income approach. This method assumes that the value of the intangible asset is equal to the difference between the present value of the prospective cash flows with and without the intangible asset in place. The fair value of covenants to compete acquired as a result of the Acquisition was $1,524. The fair values of trademarks and patents were estimated using the relief from royalty method. In this method, the subject intangible asset is valued by reference to the amount of royalty income it could generate if it was licensed in an arm’s length transaction to a third party. The fair values of trademarks and patents acquired as a result of the Acquisition were $3,132 and $22,955, respectively. The fair value of customer relationship was estimated using cost approach, whereby we assume that all customer relationships are suddenly lost, and the fair value is the cost associated with our salesforce acquiring a new set of customers equivalent to those lost. The fair value of customer relationship acquired as a result of the Acquisition was $132. The deferred financing costs consist of $318 of professional fees related to the Related Party Senior Term Loan. Based on the nature and period when incurred, we recorded various professional and legal fees related to the Acquisition of $53 and $841 in the 2017 Successor Period and the 2017 Predecessor Period, respectively, in the consolidated statement of operations. Professional fees incurred of $2,051 that were contingent upon the success of the Acquisition are not reflected in the results of operations in either the Successor or Predecessor periods but are recorded “on the line.” We consider any costs that are a direct consequence of the consummation of the Acquisition as contingent and recognize these amounts neither in the Successor nor the Predecessor periods, but instead records them “on the line.”. As part of the Acquisition, $118,411 of the predecessor term loans as of the Acquisition date were exchanged for Class A Units of USWS Holdings, and the predecessor revolver facility was paid off in full through borrowings under the Related Party Revolving Credit Facility. As of the Acquisition date, the unamortized discount of $13,599 and unamortized deferred financing costs of $2,384 related to the predecessor term loans were eliminated as part of the Acquisition. Of the 99,485 unvested Series D Units at December 31, 2016 (Predecessor), 81,226 units were forfeited at the Acquisition date in accordance with the termination agreements of the unitholders. There was no previously recognized compensation expense associated with the forfeited units. The remaining 18,259 units were vested at the Acquisition date, which is the triggering event for such vesting in accordance with the grant agreements. Because vesting was contingent on the occurrence of a liquidation or exit event, the $565 of associated unit-based compensation expense is not reflected in the results of operations in either the Successor or Predecessor periods but are recorded “on the line” consistent with the election noted above. As part of the Acquisition, all vested Series D Units were then exchanged for Class F Units in USWS Holdings. Since USWS Holdings was obligated to replace the vested Series D Units, the fair value of the Class F Units was included as part of the purchase price consideration. As part of the Acquisition, due to anti-dilution provisions granted to the holders of warrants in the 2017 Predecessor Period, 85,000 warrants which entitled the holder to the purchase of Series B units (Predecessor) were exchanged for warrants that entitle each holder to receive 3.4167 Class F Units at an exercise price of $0.01 per unit, representing approximately 290,420 Class F Units in aggregate. We recorded an aggregate fair value of the warrants amounting to $210 as Member’s Interest as of the effective date of the Acquisition. The fair value of the warrants was determined using the Black-Scholes option pricing model, assuming an expected life of 2.1 years, risk-free rate of 1.21%, a volatility factor of 54.3% and dividend yield of 0%. The warrants became exercisable upon completion of the Acquisition on February 2, 2017 and will expire on February 21, 2019. We granted the holders of the warrants certain “piggyback” registration rights for the resale of the Class F Units underlying the warrants. These warrants were cancelled in the Transaction. On the Acquisition, USWS LLC’s equity is 100% owned by USWS Holdings. USWS Holdings had seven classes of membership interest, designated as Class A Units, Class B Units, Class C Units, Class D Units, Class E Units, Class F Units, and Class G Units. Class A Units and Class B Units have voting rights and combined could elect the majority of USWS LLC’s Board of Managers. All classes of units shared in USWS Holding’s distributions based on percentages as outlined in the USWS Holding’s operating agreement. At times determined by USWS Holdings, the Board issued Class G Units to any manager, officer, employee, consultant, or other party. Each Class G Unit issued was intended to be a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43. In connection with the Transaction, USWS Holdings was restructured to consist of only a single class of units and is majority owned by the Company. |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense And Other Assets Current [Abstract] | |
PREPAIDS AND OTHER CURRENT ASSETS | NOTE 5 – PREPAIDS AND OTHER CURRENT ASSETS Prepaids and other current assets include the following: December 31, 2018 December 31, 2017 Iron $ - $ 3,904 Prepaid insurance 6,011 2,270 Recoverable costs from insurance 3,540 2,977 Sales tax receivable 1,987 - Other receivables 895 2,244 Income tax receivable 810 - Other current assets 3,194 1,592 Total prepaid expenses and other current assets $ 16,437 $ 12,987 In the normal course of our business, we purchase iron from vendors for use in our fracturing operations. We also rent iron from another vendor for use in some of our fleets. The purchased iron is included in prepaid expenses and other current assets in the consolidated balance sheets and amortized over a period of six months to repair and maintenance as part of cost of services in the consolidated statement of operations. After which, it is sold to another vendor in exchange for credits to be applied to future rentals of iron. The credit received at the time of sale is recorded as other receivables as part of prepaid expenses and other current assets in the consolidated balance sheets. On July 1, 2018, due to operational changes in how we manage iron, we now intend to utilize iron through the end of its useful life, which we estimate to be more than one year. As a result, effective June 30, 2018, we reclassified certain iron strings to auxiliary equipment as part of property and equipment in the consolidated balance sheets. In March 2017, some of our turbine equipment that we use to operate our Clean Fleets was damaged in an accident. As a result, we incurred costs primarily to rent replacement equipment in order to continue our operations. Recoverable costs from insurance included costs of $2,871 and $2,977 we incurred as of December 31, 2018 and 2017, respectively, which we can recover from the insurance company. In January 2019, we collected the full amount from insurance. In June 2018, we experienced a fire on one of our hydraulic fracturing fleets operating in Pennsylvania, damaging a portion of the hydraulic fracturing equipment. The net book value of equipment lost in the fire amounted to $3,866. In August 2018, we received insurance reimbursement amounting to $8,011 to cover the majority of the costs of replacement equipment. The excess of insurance proceeds over net book value of equipment lost was recorded as part of loss (gain) on disposal of assets in the consolidated statements of operations. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 6 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill As of December 31, 2018, the Company performed a step zero impairment analysis and determined goodwill was not impaired based on a qualitative analysis. Intangible assets Intangible assets consisted of the following: Estimated Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Book Value As of December 31, 2018 Order backlog 3 $ 15,345 $ 10,742 $ 4,603 Trademarks 10 3,132 600 2,532 Patents 20 22,955 2,200 20,755 Covenants not to compete 2 1,524 1,524 - Customer relationship 1 132 132 - $ 43,088 $ 15,198 $ 27,890 As of December 31, 2017 Order backlog 3 $ 15,345 $ 4,604 $ 10,741 Trademarks 10 3,132 287 2,845 Patents 20 22,955 1,052 21,903 Covenants not to compete 2 1,524 729 795 Customer relationship 1 132 121 11 $ 43,088 $ 6,793 $ 36,295 The intangible assets are amortized over the period the Company expects to receive the related economic benefit. The weighted average amortization period is 12.46 years. Amortization expense related to amortizable intangible assets was $8,405, $8,937 for the 2018 Successor Period and the 2017 Successor Period, respectively, and none for the 2017 Predecessor Period and 2016 Predecessor Period. These amounts were included as part of depreciation and amortization in the consolidated statements of operations. On April 6, 2017, we amended a customer contract, which resulted in the recognition of an impairment loss on order backlog of $20,247. The net book value of order backlog immediately before the impairment was $35,592, which was net of accumulated amortization of $2,144. The estimated amortization expense for future periods is as follows: Fiscal Year Estimated Amortization Expense 2019 $ 6,064 2020 1,461 2021 1,461 2022 1,461 2023 1,461 Thereafter 15,982 Total $ 27,890 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 7 – PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: Estimated Useful Life (in years) December 31, 2018 December 31, 2017 Fracturing equipment 1.5 to 10 years $ 449,685 $ 315,183 Light duty vehicles 5 years 6,455 4,849 Furniture and fixtures 5 years 231 171 IT equipment 3 years 5,339 3,317 Auxiliary equipment 2 to 20 years 24,118 2,845 Leasehold improvements Term of lease 335 244 486,163 326,609 Less: Accumulated depreciation and amortization (154,776 ) (75,321 ) Property and equipment, net $ 331,387 $ 251,288 Depreciation and amortization expense was $108,440, $92,430, $4,920, and $66,084 for the 2018 Successor Period, 2017 Successor Period, 2017 Predecessor Period, and 2016 Predecessor Period, respectively. The depreciation and amortization expense in the 2018 Successor Period and 2017 Successor Period included the amortization expense on intangibles of $8,405 and $8,937, respectively. There was no amortization expense on intangibles recorded in either the 2017 Predecessor period or the 2016 Predecessor Period. Capital leases . In November 2018, we entered into a capital lease agreement. The equipment under this agreement was received at the end of December 2018 and placed in service in 2019. The total amount capitalized under this capital lease was $15,849, presented as part of fracturing equipment in property and equipment, and the related accumulated depreciation was $0 as of December 31, 2018. The Company paid $200 in cash as an advance on the capital lease In August and September 2017, we entered into two capital leases. The total amount capitalized under these capital leases was $23,660, presented as part of fracturing equipment in property and equipment, and the related accumulated amortization was $15,530 and $4,383 as of December 31, 2018 and 2017, respectively. The Company paid $2,330 in cash as an advance on the capital leases. The future minimum lease payments related to the Company’s capital leases as of December 31, 2018 amounts to $26,709, all of which are due in 2019. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 8 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: December 31, 2018 December 31, 2017 Accrued payroll and benefits $ 7,087 $ 7,368 Accrued taxes 8,119 4,142 Other current liabilities 1,838 647 Accrued expenses and other current liabilities $ 17,044 $ 12,157 |
Short - Term Note Payable
Short - Term Note Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
SHORT – TERM NOTE PAYABLE | NOTE 9 – SHORT – TERM NOTE PAYABLE On March 15, 2017, the Company obtained insurance for its general liability, workers' compensation, umbrella, auto and pollution coverage needs. The Company made an initial down payment and entered into a premium finance agreement with a credit finance institution to pay the remainder of the premiums. The aggregate amount of the premiums financed is $4,112 at an interest rate of 5.0%. Under the terms of the agreement, the Company has agreed to pay 15 equal monthly payments of $283 beginning April 15, 2017 through maturity on June 15, 2018. The payments included interest expense of $114. The note had an outstanding balance of $1,446 as of December 31, 2017. On March 15, 2018, the Company obtained insurance for its workers' compensation and pollution coverage needs. The Company entered into a premium finance agreement with a credit finance institution to pay the premiums. The aggregate amount of the premiums financed is $1,090 at an interest rate of 4.2%. Under the terms of the agreement, the Company has agreed to pay 15 equal monthly payments of $75 beginning April 15, 2018 through maturity on June 15, 2019. The payments include interest expense of $31. The note had an outstanding balance of $443 as of December 31, 2018. On September 15, 2018, the Company obtained insurance for its general liability, workers' compensation, umbrella, auto and pollution coverage needs. The Company entered into a premium finance agreement with a credit finance institution to pay the premiums. The aggregate amount of the premiums financed is $5,119 at an interest rate 5.5%. Under the terms of the agreement, the Company has agreed to pay nine equal monthly payments of $582 beginning October 15, 2018 through maturity on June 15, 2019. The payments include interest expense of $118. The note had an outstanding balance of $3,436 as of December 31, 2018. On November 9, 2018, the Company obtained insurance for its directors and officers liability coverage needs. The Company entered into a premium finance agreement with a credit finance institution to pay the premiums. The aggregate amount of the premiums financed is $765 at an interest rate of 5.5%. Under the terms of the agreement, the Company has agreed to pay nine equal monthly payments of $87 beginning December 9, 2018 through maturity on August 9, 2019. The payments include interest expense of $17. The note had an outstanding balance of $681 as of December 31, 2018. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 10 – DEBT Long-term debt consisted of the following: December 31, 2018 December 31, 2017 First Lien Credit Facility $ 55,975 $ - Second Lien Term Loan 40,000 - Related Party Senior Term Loan - 167,456 Related Party Revolving Credit Facility - 49,825 Equipment financing 11,567 27,081 Capital leases 25,338 19,041 Total debt 132,880 263,403 Unamortized discount on debt and debt issuance costs (3,963 ) (255 ) Current maturities (29,501 ) (39,157 ) Net Long-term debt $ 99,416 $ 223,991 First Lien Credit Facility On December 14, 2018, our subsidiary, USWS LLC, entered into a Third Amendment (the “Amendment”) to that certain Amended and Restated Senior Secured Credit Agreement, dated February 2, 2017 by and among USWS LLC, as borrower, USWS Holdings and the Company as guarantors, and a syndicate of lenders (the “First Lien Lenders”) and U.S. Bank National Association, as administrative and collateral agent (as amended, the “First Lien Credit Facility”). The Amendment, among other things, extended the maturity date from February 2, 2020 to May 31, 2020 and permits the borrower to incur the debt under the Second Lien Term Loan (as defined below). The Amendment was accounted for as a debt modification, resulting in a debt issue costs write-off of $411 recorded as part of interest expense in the consolidated statements of operations. The First Lien Credit Facility has a borrowing capacity of $65,000. Borrowings under the First Lien Credit Facility bear interest at a per annum rate equal to LIBOR plus 6%. The First Lien Credit Facility contains various covenants, including, but not limited to, limitations on the incurrence of indebtedness, permitted investments, liens on assets, making distributions, transactions with affiliates, mergers, consolidations, dispositions of assets and other provisions customary in similar types of arrangements. On December 14, 2018, the administrative agent for the First Lien Credit Facility and the administrative agent for the Second Lien Term Loan entered into an intercreditor agreement in order to, among other things, set forth their respective rights, obligations and remedies with respect to the collateral security. In connection with the entrance into the Amendment, the Company repurchased from one of the lenders 824,916 shares of Class A common stock of the Company, 609,423 shares of Class B common stock of the Company and 609,423 common units of USWS Holdings for $11,475. The Company retired these shares resulting in a decrease in additional paid in capital in the consolidated balance sheets by $11,475. As of December 31, 2018, the outstanding revolver loan balance under the First Lien Credit Agreement amounted to $55,975, which is classified as long-term debt in the consolidated balance sheets. Second Lien Term Loan On December 14, 2018 (“second lien closing date”), our subsidiary, USWS LLC, as borrower, entered into a Second Lien Credit Agreement (the “Second Lien Term Loan”) with USWS Holdings and the Company, as guarantors, the lenders party thereto, and Piper Jaffray Finance, LLC, as administrative agent. The Second Lien Term Loan consists of a second lien term loan in the principal amount of $40.0 million, all of which was borrowed on December14, 2018, and delayed draw term loans in the principal amounts of up to $20.0 million, which may be drawn prior to April 1, 2019, and up to $15.0 million, which may be drawn on any business day prior to June 30, 2019. Loans made under the term loan facility bear interest on the outstanding principal amount at a per annum rate equal to LIBOR plus (x) 7.75% from the second lien closing date through the first anniversary of the second lien closing date and (y) 11.50% from the day immediately succeeding the first anniversary of the second lien closing date to the maturity date plus, in each case, subject to certain qualifications, an additional interest amount equal to (a) 0.75% per annum for the period beginning April 1, 2019 through June 30, 2019, (b) 1.75% per annum for the period beginning July 1, 2019 through September 30, 2019 and (c) 3.00% on or after October 1, 2019. However, the additional interest amount will be zero on or after the date on which the Company has replaced the First Lien Credit Facility with an asset-based first lien credit facility. The Company is required to make quarterly principal payments beginning in the second fiscal quarter in 2019. All of the loans made under the Second Lien Credit Agreement have a maturity of May 31, 2020. The Second Lien Term Loan contains various covenants, including, but not limited to, limitations on the incurrence of indebtedness, permitted investments, liens on assets, making distributions, transactions with affiliates, merger, consolidations, dispositions of assets and other provisions customary in similar types of arrangements. All obligations of the Company under both the First Lien Credit Facility and Second Lien Term Loan are secured by a continuing security interest in all of the Company's rights, title, and interest in and to substantially all our assets. As of December 31, 2018, the outstanding principal balance under the Second Lien Term Loan amounted to $40,000, of which $900 is due within one year from the balance sheet date. Related Party Senior Term Loan and Revolving Credit Facility On February 2, 2017, the Company entered into an amended and restated senior secured credit agreement in conjunction with the Acquisition (See Note 4), with a syndicate of lenders (the “Lenders”) and U.S. Bank National Association, as administrative and collateral agent, to define the terms of the new loan amount of $150,000 (the “Related Party Senior Term Loan”) and the new terms of the revolver facility (“Related Party Revolving Credit Facility”). The Lenders hold equity interest in USWS Holdings, making them related parties to the Company. USWS Holdings is a guarantor of the Related Party Senior Term Loan and Related Party Revolving Credit Facility. The Related Party Senior Term Loan bears interest at a per annum rate equal to LIBOR plus 9%, if paid in cash, and LIBOR plus 11%, if paid in kind. Interest is payable monthly; however, the Company had the option to defer interest payments until the end of the second year anniversary of the Acquisition date. The Company elected to use this option for the 2017 Successor period. In the event of default in payment of interest, interest would accrue at the default rate, which was 2.0% per annum in excess of the interest rate otherwise payable. Commencing on March 31, 2018, and each quarterly date thereafter, the Company made principal payments equal to 1% of the aggregate principal amount of the term loans outstanding as of March 31, 2018. Interest was paid-in-kind (“PIK”) during the 2017 Successor period through February 2018, and from August 2018 through Closing Date. In connection with the Transaction, the Related Party Senior Term Loan was paid off on the Closing Date and accounted for as debt extinguishment as discussed herein. For the period January 1, 2018 through Closing Date, total PIK interest added to principal was $9,553, which was included as part of the debt extinguishment at Closing Date. As of December 31, 2017, total PIK interest added to principal was $17,456, and was presented as part of long-term debt to related party in the consolidated balance sheets. Unamortized debt issuance cost of $255 related to the Related Party Senior Term Loan was recorded as a reduction to debt as of December 31, 2017. The Related Party Senior Term Loan mature(s) on the earlier of (i) February 2, 2022, (ii) the date the Related Party Senior Term Loan become due and payable in full, whether by acceleration or otherwise, or (iii) the date that is 90 calendar days (or such earlier or later date as may be determined in writing, provided the extension of the 90-day period is made before the maturity date) after any failure to pay the required principal installments. Due to debt extinguishment occurring in connection with the Transaction, the outstanding balance relating to the Related Party Senior Term Loan is $0 as of December 31, 2018. The Related Party Revolving Credit Facility commitment is $45,000, with the ability to expand to $65,000. We exercised this ability on June 13, 2017. The interest rate per annum on the revolver facility is equal to LIBOR plus 6% and is payable at the end of each month. As of December 31, 2017, the outstanding principal amount of the revolving loans was $49,825, with available borrowing capacity under the terms of the new revolver facility of $15,175. The loan matures on February 2, 2022. Unamortized debt issuance costs of $8,758 related to the revolver facility are recorded in non-current assets as of December 31, 2017. Due to debt modification occurring in connection with the Transaction and during the fourth quarter of fiscal 2018, the revolver lenders ceased to be related parties as of November 9, 2018. As a result, the outstanding related party balance related to the revolver is $0 as of December 31, 2018. Repayment of Related Party Senior Term Loan and Modification of Related Party Revolving Credit Facility As of the Closing Date, the Related Party Senior Term Loan and Related Party Revolving Credit Facility had carrying amounts of $171,653 and $49,825, respectively, and accrued interest on the revolver was $139. Pursuant to the terms of the Merger and Contribution Agreement at Closing Date, the Company repaid the outstanding Related Party Senior Term Loans and Related Party Revolving Credit Facility including any accrued interest by paying in cash of $208,657 and issuing an aggregate of 1,314,999 shares of Class A common stock, valued at $10 per share, or $13,150, to the Lenders. The repayment of the Related Party Senior Term Loans was accounted for as a debt extinguishment, resulting in a loss on extinguishment of $190 recorded in the consolidated statements of operations. In addition, as of the Closing date, the revolver lenders entered into an assignment agreement to re-assign the revolving commitment amount to only two lenders. On November 19, 2018, we entered into a Second Amendment to the Restated Senior Secured Credit Agreement, whereby the revolver commitment amount was split evenly to the remaining two lenders, and the revolver maturity was shortened by two years from February 2, 2022 to February 2, 2020. The amendment was accounted for as a debt modification, resulting in debt issuance costs write-off of $6,033 recorded as part of interest expense in the consolidated statements of operations. Equipment Financing The Company entered into security agreements with financing institutions from 2016 through 2018 for the purchase of certain fracturing equipment with maturities through 2023. As of December 31, 2018, these financing agreements had a total balance of $11,567, of which $3,263 is due within one year. The weighted average interest rate for these agreements was 6.3% as of December 31, 2018. As of December 31, 2017, these financing agreements had a total balance of $27,081, of which $22,767 was due within one year. The weighted average interest rate for these agreements was 7.49% per annum as of December 31, 2017. Payments of Debt Obligations due by Period Presented below is a schedule of the repayment requirements of long-term debt as of December 31, 2018: Principal Amount of Long-term Debt 2019 $ 29,501 2020 98,438 2021 3,245 2022 1,654 2023 42 Total $ 132,880 |
SHAREHOLDERS_ EQUITY AND MEMBER
SHAREHOLDERS’ EQUITY AND MEMBER’S INTEREST | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY AND MEMBER’S INTEREST | NOTE 11 – SHAREHOLDERS’ EQUITY AND MEMBER’S INTEREST Shares Authorized and Outstanding Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At December 31, 2018 and 2017, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 400,000,000 shares of Class A common stock with a par value of $0.0001 per share. At December 31, 2018, there were 49,254,760 shares of Class A common stock issued and outstanding. At December 31, 2018, 1,000,000 outstanding shares of Class A common stock were subject to cancellation on November 9, 2024, unless the closing price per share of the Class A Common Stock has equaled or exceeded $12.00 for any 20 trading days within any 30-trading day period, and 609,677 outstanding shares of Class A common stock were subject to the same cancellation provision, but at a closing price per share of $13.50 rather than $12.00. Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2018 and 2017, there were 13,937,332 and no shares of Class B common stock issued and outstanding. The shares of Class B common stock are non-economic; however, holders are entitled to one vote per share. Each share of Class B common stock, together with one unit of USWS Holdings, is exchangeable for one share of Class A common stock or, at the Company’s election, the cash equivalent to the market value of one share of Class A common stock. Class F Common Stock Prior to the Transaction, the Company was authorized to issue 10,000,000 shares of Class F common stock with a par value of $0.0001 per share. The Class F common stock was identical to the Class A common stock, except that Class F common stock automatically converted into shares of Class A common stock upon consummation of the Transaction. At December 31, 2017, there were 8,125,000 shares of Class F common stock issued and outstanding. In connection with the Transaction, 2,975,000 shares of Class F common stock were cancelled, and the remaining 5,150,000 shares converted into shares of Class A common stock. Warrants Prior to the Transaction, 32,500,000 warrants were issued pursuant to our initial public offering and 15,500,000 warrants were sold simultaneously to Matlin & Partners Acquisition Sponsor, LLC (the “Sponsor”) and Cantor Fitzgerald (the “Underwriter”). As of December 31, 2018, there remained 32,500,000 public warrants and 15,500,000 private placement warrants outstanding. Each warrant entitles its holder to purchase one half of one share of Class A common stock at an exercise price of $5.75 per half share, to be exercised only for a whole number of shares of our Class A common stock. The warrants became exercisable 30 days after the completion of the Transaction and expire five years after that date or earlier upon redemption or liquidation. Once the warrants became exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if the last sale price of the Company’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. The private placement warrants, however, are nonredeemable so long as they are held by the Sponsor, the Underwriter or their permitted transferees. On March 12 and March 13, 2019, we entered into privately negotiated warrant exchange agreements with certain holders of our warrants to exchange 10,864,391 warrants for Class A common stock at a ratio of 0.13 Class A common shares per warrant. As a result, our Class A common shares issued and outstanding increased by 1,412,372 shares. Noncontrolling Interest The Company’s noncontrolling ownership interest in consolidated subsidiaries is presented in the consolidated balance sheet within shareholders’ equity as a separate component and represents approximately 22.1% ownership of USWS Holdings as of December 31, 2018. Long-Term Incentive Plan In connection with the Transaction, the Company’s Board of Directors adopted the U.S. Well Services, Inc. 2018 Long Term Incentive Plan (the “LTIP”). An aggregate 8,160,500 shares of Class A common stock are available for issuance under the LTIP, and 530,000 shares of restricted stock were granted to management under the LTIP on the Closing Date. Member’s Interest Pursuant to the Acquisition (See Note 4), USWS Holdings became the sole member of USWS LLC. All of the equity holders (including all preferred equity holders) of the Predecessor entity contributed their membership interests in USWS LLC to USWS Holdings in exchange for new membership units in USWS Holdings. All lenders under the senior term loans of USWS LLC agreed to exchange a portion of their debt from USWS LLC for new membership units in USWS Holdings. USWS Holdings then cancelled all of the membership units in exchange for 100% membership interest in USWS LLC. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | NOTE 12 – EARNINGS (LOSS) PER SHARE The Transaction was accounted for as a reverse recapitalization by which the Company issued stock for the net assets of USWS Holdings accompanied by a recapitalization. Earnings per share has been recast for all historical periods to reflect the Company’s capital structure for all comparative periods. Basic and diluted net income per share excludes the income attributable to and shares associated with the 1,609,677 Class A shares that are subject to cancellation on November 9, 2024 if certain market conditions have not been met. Diluted net income per share excludes the effects of warrants to purchase 24,000,000 shares of common stock because the average market price of the Class A shares during the period did not exceed the exercise price of the warrants. Diluted net income per share excludes the effects of unvested restricted stock because the market conditions for vesting had not been met as of December 31, 2018. The Company excluded the Class B shares from the computation of diluted earnings per share because the effect of including them would be anti-dilutive as a result of the Company being in a net loss position for the periods presented. The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common shares outstanding for the period subsequent to the corporate reorganization that occurred in connection with the Transaction: Year Ended December 31, 2017 (in thousands, except share and per share amounts) Successor Successor Predecessor Predecessor February 2, 2017 January 1, 2017 Year Ended (inception) to to Year Ended December 31, 2018 December 31, 2017 February 1, 2017 December 31, 2016 Basic Net Income Per Share Numerator: Net loss attributable to U.S. Well Services, Inc. $ (65,896 ) $ (93,622 ) $ (5,654 ) $ (95,404 ) Net loss attributable to cancellable Class A shares 2,142 3,041 184 3,099 Basic net loss attributable to U.S. Well Services, Inc. shareholders $ (63,754 ) $ (90,581 ) $ (5,470 ) $ (92,305 ) Denominator: Weighted average shares outsanding 49,508,995 49,549,676 49,549,676 49,549,676 Cancellable Class A shares (1,609,677 ) (1,609,677 ) (1,609,677 ) (1,609,677 ) Basic weighted average shares outstanding 47,899,318 47,939,999 47,939,999 47,939,999 Basic and dilutive net income per share attributable to Class A shareholders $ (1.33 ) $ (1.89 ) $ (0.11 ) $ (1.93 ) |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | NOTE 13 – SHARE-BASED COMPENSATION 2018 Successor Period Share-Based Compensation Restricted Stock In connection with the closing of the Transaction, a restricted stock grant of 530,000 shares of Class A common stock was awarded to certain employees of the Company pursuant to the LTIP. One-third of these shares vest on each of the first, second and third anniversaries of the grant date, subject to a market condition that requires the closing price of the Class A common stock of to be $12.00 or greater for 20 trading days in any period of 30 consecutive trading days before any vesting of awards may occur. Restricted stock is subject to restrictions on transfer and is generally subject to a risk of forfeiture if the award recipient is no longer an employee of the Company prior to the lapse of the restriction. Stock based compensation costs totaling $4,622 associated with this award will be recognized over the three-year vesting period. The following table sets forth the restricted stock transactions for the year ended December 31, 2018: Weighted- average Unvested grant-date fair value Units at beginning of period - $ - Granted 530,000 8.72 Vested - - Forfeited - - Units at end of period 530,000 $ 8.72 The fair value of the restricted stock was determined using a Monte Carlo simulation analysis, which used Geometric Brownian Motion to estimate future equity prices for the Company. The following key input assumptions were used to calculate fair value: USWS Starting Share Price $ 10.0 Vesting Term 3.0 Expected Volatility 61.4 % Dividend Yield 0.0 % Risk-free Rate 3.0 % For the year ending December 31, 2018, stock-based compensation expense of $408 related to restricted stock grants was recorded, of which $121 is presented as part of cost of services, and $287 presented as part of selling, general, and administrative expenses in the consolidated statement of operations. Transaction Bonus In connection with the closing of the Transaction, a grant of 650,000 shares of Class A common stock was awarded to the chief executive officer with a fair value of $10.00 per share. The shares immediately vested, and the Company recognized $6,500 of share-based compensation expense on the grant date. 2017 Successor Period Share-Based Compensation During the 2017 Successor Period, USWS Holdings entered into various Class G Unit Agreements pursuant to which 85,800 Class G Units were granted to directors, officers, and key employees of the Company as performance incentives and are generally subject to a four-year vesting period. Each Class G Unit issued is intended to be a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43. These Class G Unit grants are classified as equity awards and are subject to vesting and forfeiture under circumstances set forth in the agreements between USWS Holdings and each such directors, officers, and key employees. The fair value of each award is determined using an option pricing model, which is then adjusted for a discount due to lack of marketability. Of the total number of Class G Unit grants, there were 15,000 Class G Units granted to an officer that vested immediately on grant date. The Company recognizes the compensation expense related to these grants from USWS Holdings to its employees in its consolidated statement of operations with a corresponding credit to equity, representing a deemed capital contribution from USWS Holdings. As a result of the Transaction, the vesting of these shares was accelerated pursuant to the Class G Unit agreements. For the 2018 Successor Period and 2017 Successor Period, compensation expense of $13,725 and $4,546, respectively, was recorded, of which $6,329 and $1,578, respectively, is presented as part of cost of services, and $7,397 and $2,968, respectively, is presented as part of selling, general, and administrative expenses in the consolidated statement of operations. Of the total number of Class G Unit grants, a total of 20,000 Class G Units were granted to two officers, for which units will be fully vested upon satisfaction of a performance condition, which is the sale of the Company, and satisfaction of a market condition. The market condition requires the Enterprise Value, as defined in the grant agreements, to be greater than $450,000 and $500,000, respectively, for the two officers at the effective date of sale of the Company. As of the Transaction closing date, both the performance and market conditions were met, resulting in recognition of compensation expense in the 2018 Successor Period amounting to $2,613, presented as part of selling, general, and administrative expenses in the consolidated statement of operations. Since all the Class G Unit grants were fully vested as of the Transaction closing date, there is no unrecognized compensation cost as of December 31, 2018. The following table summarizes the 2018 Successor Period transactions related to the unit based awards: Weighted-average Unvested grant-date fair value Units at beginning of period 70,800 $ 225.69 Granted - - Vested (70,800 ) 225.69 Forfeited - - Units at end of period - $ - Valuation assumptions for unit based awards The Company estimated the fair value of unit awards granted during the 2017 Successor Period using option pricing models. The Company estimated the fair value of service-based unit awards using a Black-Scholes option pricing model. The Company estimated the fair value of performance-based unit awards using a Monte Carlo simulation option pricing model, with a probability of the market condition being met based on the appropriate enterprise value thresholds. The following key input assumptions were used in the option pricing models: Expected life: 5 years Risk-free interest rate: 1.77% to 2.02% Expected equity volatility: 48.4% to 53.4% Expected dividend yield: 0.0% Discount for lack of marketability: 23.0% to 25.5% Expected asset volatility: 34.3% to 34.8% The starting total equity value was determined using both an income and a market approach. The expected life of units represents the normal holding period for a market participant in the case of service-based unit awards. The expected life of units represents management’s best estimate of the timing for a change of control in the case of performance-based awards. The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate with a term consistent with the expected term for a liquidity event. Expected volatility was based on an 80/20 blend of implied and historical volatility, respectively, using volatilities from publicly traded peers. Expected dividend yield is based on the fact that the Company has never paid cash dividends and did not anticipate paying any cash dividends to unitholders over the relevant period. Discounts for lack of marketability are based on put option analyses using similar timing inputs as for the option pricing model and the simulation model. Predecessor Share-Based Compensation During 2012, the Company entered into various Series D Unit Agreements pursuant to which 293,323 Series D Units were granted to officers of the Company as performance incentives and are classified as equity based compensation. The Series D Units are subject to vesting and forfeiture under circumstances set forth in the agreements between the Company and each such officer. In October and November 2013, the Company entered into Amended and Restated Series D Unit Agreements (“Amended Agreements”) with certain officers and key employees, pursuant to which 110,088 units became vested upon the execution of the Amended Agreements. Compensation related to the vested Series D Units was recognized equal to the fair market value of the units at the date of the Amended Agreements, as the amendment is treated as a modification due to the units not vesting under the original performance condition. Fair value is determined using probability-weighted discounted cash flow model and market valuation approaches. A total of 65,064 units remain unvested until the occurrence of a liquidation or exit event. The vesting of such Series D Units triggered certain anti-dilution protections granted to the holders of our Series B Units in our Company Agreement and certain of our executive officers in their Series D Unit Agreements. In January 2014, the Company entered into a Second Amended and Restated Series D Unit agreement with a certain officer, pursuant to which 2,907 units became vested. In February 2014, but made effective September 2013, the Company entered into various Series D Unit Agreements with certain officers granting a total of 37,329 Series D units, such units to remain unvested until the occurrence of a liquidation or exit event. The Company did not recognize any compensation expense on these awards until the qualifying event is deemed probable. The Company does not deem the qualifying event probable until it occurs. As of December 31, 2016 (Predecessor), there was $3,078 of unrecognized compensation cost related to unvested predecessor unit awards. The following table summarizes the 2016 Predecessor Period and 2017 Predecessor Period share-based awards: 2016 and 2017 Predecessor periods Unvested Weighted-average grant-date fair value Units at beginning of Period 99,485 $ 30.94 Granted — Vested — Forfeited — Units at end of period 99,485 $ 30.94 In the 2017 Predecessor Period, there were no forfeitures and vesting that have occurred related to these share-based awards. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Defined Benefit Pension Plans And Defined Benefit Postretirement Plans Disclosure [Abstract] | |
Employee Benefit Plan | NOTE 14 – EMPLOYEE BENEFIT PLAN On March 1, 2013, the Company established the U.S. Well Services 401(k) Plan. We match 100% of employee contributions up to 6% of the employee’s salary, subject to cliff vesting after two years of service. Our matching contributions were $3,610, $2,360, $125, and $522 for the 2018 Successor Period, 2017 Successor Period, 2017 Predecessor Period, and 2016 Predecessor Period, respectively, included in cost of services and selling, general and administrative expenses in the statements of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15 – INCOME TAXES Prior to the completion of the Transaction, the Company was a limited liability company and was taxed as a partnership for federal and certain state income tax purposes. As such, the results of operations were allocated to the members for inclusion in their income tax returns and therefore no provision or benefit for federal or certain state income taxes were included in our financial statements prior to the completion of the Transaction. On December 22, 2017, the Tax Cuts and Jobs Act was signed into legislation. As part of the legislation, the U.S. corporate income tax rate was reduced to 21%. Since the Company was previously a flow-through entity, no deferred tax expense was recorded as a result of the reduced tax rate. The Company’s net deferred tax assets are as follows: December 31, Deferred Tax Assets 2018 2017 Net Operating Loss Carryforward $ 20,686 $ - Startup/Organization Expenses 175 - Investment in Partnership 15,318 Attributes/Other 328 - Total Deferred Tax Assets 36,507 - Less Valuation Allowance (36,507 ) - Total Deferred Tax Assets, net $ - $ - Deferred Tax Liabilities - - Net Deferred Tax Assets $ - $ - The income tax provision consists of the following: Successor Successor Predecessor Predecessor January 1, 2018 February 2, 2017 January 1, 2017 January 1, 2016 ended to to to December 31, December 31, February 1, December 31, Current 2018 2017 2017 2016 Federal $ - $ - $ - $ - State 352 - - - Total Current 352 - - - Deferred Federal - - - - State - - - - Total Deferred - - - - Total $ 352 $ - $ - $ - A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2018 is as follows: Pre-tax loss $ 70,462 Federal Provision/(Benefit) (14,797 ) 21.00 % Flow Through Income not Subject to Tax 11,166 -15.85 % State Income Taxes, net of Federal Benefit 279 -0.40 % Other (74 ) 0.11 % Valuation Allowance 3,778 -5.36 % Total Expense $ 352 -0.50 % As of December 31, 2017, the Company had no U.S. federal and state net operating loss carryovers (“NOLs”) available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the positive and negative evidence with respect to sources of taxable income for purposes of determining the realization of deferred tax assets. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations. As of December 31, 2018, the Company had total U.S. federal net operating loss ("NOL") carryforwards of $89,210 and $63,011 of state NOLs available to offset future taxable income. A majority of the NOLs would begin to expire in 2036 if unused. Federal NOLs generated after December 31, 2017 do not expire and the state rules vary by state. After consideration of all of the information available, management has established a valuation allowance against the deferred tax assets of the Company’s tax loss carryforwards to the extent it is not more likely than not they will be realized. As of December 31, 2018, the valuation allowance totaled $36,507. The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions and is subject to examination by the taxing authorities. We follow guidance issued by the Financial Accounting Standards Board (“FASB”) in accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. We have considered our exposure under the standard at both the federal and state tax levels. We did not record any liabilities for uncertain tax positions as of December 31, 2018 or December 31, 2017. We record income tax-related interest and penalties, if any, as a component of income tax expense. We did not incur any material interest or penalties on income taxes. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16 – COMMITMENTS AND CONTINGENCIES Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Sand Purchase Agreements The Company entered into agreements for the supply of proppant for use in its hydraulic fracturing operations. Under the terms of these agreements, the Company is subject to minimum purchase quantities on a monthly, quarterly, or annual basis at fixed prices or may pay penalties in the event of any shortfall. As of December 31, 2018, we estimated and accrued for a shortfall in quantities. This accrual is presented as part of accrued liabilities on the consolidated balance sheets. The following is a schedule of the contracted volumes in dollars and minimum commitments under the proppant supply purchase agreements as of December 31, 2018: Minimum Contracted Commitments 2019 $ 87,346 $ 32,648 2020 47,263 18,998 2021 33,795 14,448 2022 9,186 9,333 2023 2,625 2,667 Total $ 180,215 $ 78,094 The minimum commitments represent the aggregate amounts that we would be obligated to pay in the event that we procured no additional proppant under the contracts subsequent to December 31, 2018. Operating Lease Agreements The Company has various operating leases for facilities with terms ranging from 24 to 76 months. Rent expense for the 2018 Successor Period, the 2017 Successor Period, the 2017 Predecessor Period and the 2016 Predecessor Period was $2,140, 1,304, $84, and $1,047, respectively, of which $1,915, $1,062, $64, and $803 are recorded as part of cost of services and $225, $242, $20, and $244 are recorded as part of selling, general and administrative expenses in the consolidated statements of operations. The following is a schedule of minimum future payments on non-cancellable operating leases as of December 31, 2018: 2019 $ 1,815 2020 1,157 2021 651 2022 476 2023 288 Thereafter 325 Total minimum future rentals $ 4,712 Self-insurance Beginning June 2014, the Company established a self-insured plan for employees’ healthcare benefits except for losses in excess of varying threshold amounts. The Company charges to expense all actual claims made during each reporting period, as well as an estimate of claims incurred, but not yet reported. The amount of estimated claims incurred, but not reported as of December 31, 2018 and 2017 was $278 and $608, respectively, and was reported as accrued expenses in the balance sheets. We believe that the liabilities we have recorded are appropriate based on the known facts and circumstances and do not expect further losses materially in excess of the amounts already accrued for existing claims. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 17 – RELATED PARTY TRANSACTIONS Previous to the Transaction, our lenders held a majority of the equity interest in USWS Holdings, resulting in debt issued under the amended and restated senior secured credit agreement becoming related party transactions as described in Note 10. After the Transaction Closing Date, the Related Party Senior Term Loan was extinguished and the Related Party Revolving Credit Facility was repaid. The facility commitment was reassigned to two lenders that individually or in aggregate owned less than 10% of the equity interest in the Company. After this reassignment, the revolving credit facility is no longer considered related party debt and is now referred to as First Lien Credit Facility. See Note 10 for a discussion of these transactions and impact on the consolidated financial statements during the 2018 period. In 2017 and early 2018 certain critical components to manufacture hydraulic fracturing pumps were in short supply. Based on our projected sales pipeline, we had the potential need for growth fleets later in the year. Through long-standing industry relationships, Joel Broussard, our Chief Executive Officer, was able to secure access to these components, but only if ordered in an amount that significantly exceeded our projected requirements. Mr. Broussard presented this opportunity to the Board of Directors, who concluded that such a transaction was outside of USWS’ business plan and that the Company was not in a position to enter into such a transaction. In order to ensure we would have access to these components, if needed, Mr. Broussard proposed to personally form a joint venture (the “JV”) with Dragon Products, LLC (“Dragon”) whereby Mr. Broussard’s contribution was to provide access to these critical components using his own personal resources and Dragon’s contribution to the JV was to provide the fracturing pump designs, manufacturing facility and manufacturing expertise. The JV was both disclosed to members of our Board of Directors and permitted under the terms of Mr. Broussard’s employment contract. In April 2018, we entered into a two-year contract with a new customer to provide the customer with a conventional hydraulic fracturing fleet. We conducted a bid process to acquire the pumps necessary to fulfil the contract; Dragon participated in the bid process. The results of the bid process were presented to our Board of Directors for review and discussion along with a full disclosure of the details of the JV with Dragon. Mr. Broussard recused himself from the Board of Directors’ process. Our Board of Directors approved the purchase of the pumps from Dragon (with the pumps to be manufactured by the JV) based on the equipment quality, price, financing terms and Dragon’s ability to deliver the pumps on schedule. The Company purchased the pumps from Dragon at a total cost of approximately $39.2 million. In August 2018, in anticipation of the merger with MPAC and due to the increased industry adoption of electric fleets, Mr. Broussard negotiated the sale of his entire interest in the JV back to Dragon. During the 2017 Predecessor Period and 2016 Predecessor Period, the Company made purchases of silica dust control solutions amounting to $244 and $2,359, respectively, from a vendor which is in part owned by one of the prior members of our Board of Managers (“board member”). The board member is no longer serving in any capacity at the Company post-Acquisition. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | NOTE 18 – SELECTED QUARTERLY FINANCIAL DATA (unaudited) The following table sets forth certain unaudited financial and operating information for each quarter of the year ended December 31, 2018 and 2017. The unaudited quarterly information includes all adjustments that, in the opinion of management, are necessary for the fair presentation of information presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. Year Ended December 31, 2018 Successor Successor Successor Successor Selected Financial Data: First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 171,606 $ 192,632 $ 166,173 $ 118,436 Costs and expenses: Cost of services (excluding depreciation and amortization) 138,428 151,363 137,452 105,788 Depreciation and amortization 25,920 24,862 26,765 30,893 Selling, general and administrative expenses 4,337 5,278 5,248 19,634 Impairment loss on intangible assets - - - - Loss (Gain) on disposal of assets 2,929 5,187 (126 ) 2,858 Loss from operations (8 ) 5,942 (3,166 ) (40,737 ) Interest expense, net (7,401 ) (6,884 ) (7,387 ) (10,964 ) Loss on extinguishment of debt - - - (190 ) Other income 317 5 9 2 Loss before income taxes (7,092 ) (937 ) (10,544 ) (51,889 ) Income tax expense - - - 352 Net loss (7,092 ) (937 ) (10,544 ) (52,241 ) Net loss attributable to noncontrolling interest - - - (4,918 ) Net loss attributable to U.S. Well Services, Inc. $ (7,092 ) $ (937 ) $ (10,544 ) $ (47,323 ) Year Ended December 31, 2017 First Quarter ended March 31, 2017 Predecessor Successor Successor Successor Successor January 1, 2017 February 2, 2017 to to Second Third Fourth Selected Financial Data: February 1, 2017 March 31, 2017 Quarter Quarter Quarter Revenue $ 32,867 $ 72,094 $ 122,492 $ 122,819 $ 149,082 Costs and expenses: Cost of services (excluding depreciation and amortization) 28,053 64,461 105,597 100,556 123,511 Depreciation and amortization 4,920 16,533 22,968 23,513 29,416 Selling, general and administrative expenses 1,281 4,369 3,909 4,091 5,232 Impairment loss on intangible assets - - 20,247 - - Loss on disposal of assets 201 3,205 2,480 2,829 3,444 Loss from operations (1,588 ) (16,474 ) (32,709 ) (8,170 ) (12,521 ) Interest expense, net (4,067 ) (3,530 ) (5,699 ) (6,444 ) (7,288 ) Loss on extinguishment of debt - - - - - Other income (expense) 1 8 26 35 (856 ) Net loss $ (5,654 ) $ (19,996 ) $ (38,382 ) $ (14,579 ) $ (20,665 ) |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The acquisition of USWS Holdings has been accounted for as a reverse recapitalization. Under this method of accounting, USWS Holdings is treated as the acquirer, and the Company is treated as the acquired party. Therefore, the consolidated financial statements presented are those of USWS LLC prior to the Closing Date as the Company’s predecessor entity and of the Company subsequent to the Closing date. The financial statements reflect the Transaction as the equivalent of the issuance of stock by USWS LLC for the net monetary assets of the Company. The accounting for the Transaction did not affect the carrying values of the assets and liabilities of USWS LLC. The consolidated financial statements for the year ended December 31, 2018 (the “2018 Successor Period”) and for the period of February 2, 2017 to December 31, 2017 (the “2017 Successor Period”) represent the financial information of the Company and its subsidiaries subsequent to the Acquisition. The consolidated financial statements for the period from January 1, 2017 to February 1, 2017 (the “2017 Predecessor”) and for the year ended December 31, 2016 (the “2016 Predecessor”) represent the financial information of the Company and its subsidiaries prior to the Acquisition. Due to the change in the basis of accounting resulting from the Acquisition, the consolidated financial statements of the Company for these reporting periods are not comparable. The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Our operations are organized into a single business segment, which consists of hydraulic fracturing services, and we have one reportable geographical business segment, the United States. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements comprise the financial statements of the Company and the subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All significant intercompany balances and transactions are eliminated. |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Significant estimates included in these financial statements primarily relate to allowance for doubtful accounts, allowance for inventory obsolescence, estimated useful lives and valuation of property and equipment and intangibles, impairment assessments of goodwill and other intangibles, Level 2 inputs used in fair value estimation of senior mandatorily redeemable financial interests and senior term loans, junior mandatorily redeemable financial instruments, accounting for business combination, and the assumptions used in our Black-Scholes and Monte Carlo option pricing models associated with the valuation of share-based compensation. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are highly liquid investments with an original maturity at the date of acquisition of three months or less. Cash and cash equivalents consist of cash on deposit with domestic banks and, at times, may exceed federally insured limits. |
Restricted Cash | Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in restricted cash in our consolidated balance sheets. The restricted cash in our consolidated balance sheet represents cash transferred into a trust account to support our workers’ compensation obligations. |
Inventory | Inventory Inventory consists of proppant, chemicals, and other consumable materials and supplies used in our high-pressure hydraulic fracturing operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined principally on a first-in-first-out cost basis. All inventories are purchased and used by the Company in the delivery of its services with no inventory being sold separately to outside parties. Inventory quantities on hand are reviewed regularly and write-downs for obsolete inventory are recorded based on our forecast of the inventory item demand in the near future. As of December 31, 2018 and 2017, the Company had established inventory reserves of $572 and $450, respectively, for obsolete and slow-moving inventory. The following table shows the change in the inventory reserves: Successor Successor Predecessor December 31, December 31, February 1, 2018 2017 2017 Balance at beginning of period $ 450 $ - $ 73 Charges to costs and expenses 153 450 - Recoveries and write-offs (31 ) - - Balance at end of period $ 572 $ 450 $ 73 On certain contracts with our proppant vendors, we take ownership of proppant as it leaves the sand mines. These in transit inventories are recognized as part of Inventory in our balance sheets. As of December 31, 2018 and 2017, in transit inventories amounted to $265 and $1,163, respectively. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost, with depreciation provided on a straight-line basis over their estimated useful lives. Expenditures for renewals and betterments that extend the lives of the assets are capitalized. Amounts spent for maintenance and repairs, which do not improve or extend the life of the related asset, are charged to expense as incurred. |
Long-lived Assets | Long-lived Assets Long-lived assets, such as property and equipment and amortizable identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When making this assessment, the following factors are considered: current operating results, trends and prospects, as well as the effects of obsolescence, demand, competition and other economic factors. We determine recoverability by evaluating whether the undiscounted estimated future net cash flows of the asset or asset group are less than its carrying value. When impairment is indicated, we proceed to Step 2 of the impairment test and measure the impairment as the amount by which the assets carrying value exceeds its fair value. Management considers a number of factors such as estimated future cash flows, appraisals and current market value analysis in determining fair value. Assets are written down to fair value if the concluded current fair value is below the net carrying value. For the 2017 Successor Period, we identified a triggering event in our impairment analysis relating to an intangible asset based on changes in a specific customer contract, which resulted in recognition of an impairment loss amounting to $20,247. See Note 6 for more information. |
Goodwill | Goodwill Goodwill is not amortized, but is reviewed for impairment annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgements regarding indicators of potential impairment are based on market conditions and operational performance of the business. As of December 31, or as required, the Company performs an impairment analysis of goodwill. The Company may assess its goodwill for impairment initially using a qualitative approach (“step zero”) to determine whether conditions exist that indicate it is more likely than not that a reporting unit’s carrying value is greater than its fair value, and if such conditions are identified, then a quantitative analysis will be performed to determine if there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with step zero. The quantitative assessment for goodwill is a two-step assessment. “Step one” requires comparing the carrying value of a reporting unit, including goodwill, to its fair value, which the Company estimates using the income approach. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions, including preparation of revenue and profitability growth forecasts, selection of a discount rate, and selection of a terminal year multiple. If the fair value of the respective reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is to measure the amount of impairment loss, if any. “Step two” compares the implied fair value of goodwill to the carrying amount of goodwill. The implied fair value of goodwill is determined by a hypothetical purchase price allocation using the reporting unit’s fair value as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recorded to write down goodwill to its implied fair value. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred to obtain financing are capitalized and amortized to interest expense using the effective interest method over the contractual term of the debt. At the balance sheet date, deferred financing costs related to the senior term loans are presented as a direct deduction from the debt liability, while deferred financing costs related to the revolver facility are presented as deferred financing costs, net, on the consolidated balance sheets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined under Accounting Standards Codification (ASC) 820, Fair Value Measurement Level 1–inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2–inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3–inputs are unobservable for the asset or liability. The following is a summary of the carrying amounts and estimated fair values of our financial instruments as of December 31, 2018 and 2017: Cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other current liabilities. These carrying amounts approximate fair value because of the short maturity of the instruments or because the carrying value is equal to the fair value of those instruments on the balance sheet dates. Second Lien Term Loan and Related Party Senior Term Loan . The carrying value of the Second Lien Term Loan approximates fair value as its terms are consistent with and comparable to current market rates as of December 31, 2018. The estimated fair value of the Related Party Senior Term Loan amounted to $167,417 as of December 31, 2017 and was estimated using discounted cash flow methodology based on Level 2 inputs |
Revenue Recognition | Revenue Recognition Revenues are recognized as services are completed and collectability is reasonably assured. With respect to our hydraulic fracturing services, we recognize revenue upon the completion of each fracturing stage and invoice our customers either on a per stage or per well basis. We have certain contracts with fixed monthly service revenues that are recognized and invoiced monthly. We also have a certain contract that requires a minimum number of stages, measured quarterly, with the Company recognizing additional revenue for any shortfall in stages completed. Revenues on consumables such as sand and chemicals that we use in the performance of our services are also recognized upon the completion of each fracturing stage. We typically complete multiple fracturing stages per day during the course of a job. Revenues are recognized as we meet our performance obligations in accordance with such contracts. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at their outstanding balances adjusted for an allowance for doubtful accounts. The allowance for doubtful accounts is determined by analyzing the payment history and credit worthiness of each debtor. Receivable balances are charged off when they are considered uncollectible by management. Recoveries of receivables previously charged off are recorded as income when received. The Company recorded an allowance for doubtful accounts amounting to $189 and $438 as of December 31, 2018 and 2017, respectively. The following table shows the change in allowance for doubtful accounts: Successor Successor Predecessor December 31, December 31, February 1, 2018 2017 2017 Balance at beginning of period $ 438 $ - $ 152 Charges to costs and expenses 644 438 - Recoveries and write-offs (893 ) - - Balance at end of period $ 189 $ 438 $ 152 |
Major Customer and Concentration of Credit Risk | Major Customer and Concentration of Credit Risk The concentration of our customers in the oil and natural gas industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. The following table shows the percentage of revenues from our significant customers for the 2018 Successor Period, 2017 Successor Period, the 2017 Predecessor Period and the 2016 Predecessor Period: Successor Successor Predecessor Predecessor January 1, 2018 February 2, 2017 January 1, 2017 January 1, 2016 to to to to December 31, December 31, February 1, December 31, 2018 2017 2017 2016 Customer A 27.3% 36.5% 53.5% 77.1% Customer B 20.3% 26.6% 42.8% * Customer C 12.0% * * * Customer D 15.4% * * * Customer E 11.2% * * * The following table shows the percentage of trade receivables from our significant customers as of December 31, 2018 and December 31, 2017: December 31, 2018 December 31, 2017 Customer A 18.4% 21.5% Customer B 17.7% 30.5% Customer C 10.8% 10.6% Customer D 26.1% 15.8% Customer F 13.0% * |
Share-Based Compensation | Share-Based Compensation The Company measures share-based compensation costs at the award’s fair value on the grant date. Employee share-based compensation is recognized as an expense over the requisite service period which is typically the period over which the award vests, or upon the occurrence of certain vesting events. Forfeitures are recognized as they occur. Non-employee share-based compensation is recognized over the period in which the related services are rendered. |
Income Taxes | Income Taxes Prior to the completion of the Transaction, the Company was a limited liability company and was treated as a partnership for federal and certain state income tax purposes. As such, the results of operations were allocated to the members for inclusion in their income tax returns and therefore no provision or benefit for federal or certain state income taxes was included in our financial statements prior to the completion of the Transaction. The Company under ASC 740 uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230), Restricted Cash”. The Company adopted this guidance in the fourth quarter of fiscal 2018 on a retrospective basis. This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance also requires entities that report cash and cash equivalents and restricted cash separately on the consolidated balance sheets to reconcile those amounts to the consolidated statements of cash flows. The following table provides a reconciliation of the amount of cash and cash equivalents reported on the consolidated balance sheets to the total of cash and cash equivalents and restricted cash shown on the consolidated statements of cash flows: December 31, 2018 December 31, 2017 Cash and cash equivalents $ 29,529 $ 5,923 Restricted cash 507 503 Cash and cash equivalents and restricted cash $ 30,036 $ 6,426 In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which modifies certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards, and classification in the statement of cash flows. The Company adopted this new guidance in the fourth quarter of fiscal 2018 on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 704): Balance Sheet Classification of Deferred Taxes. ASU No. 2015-17 eliminated the current requirement for organizations to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. Instead, companies are required to classify all deferred tax assets and liabilities as non-current. The standard is effective for interim and annual periods beginning after December 15, 2016. The Company adopted this new guidance as of December 31, 2018, the first period in which the Company had deferred taxes. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements”, which provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). The amendments also provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606) and certain criteria are met. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with Topic 606. Otherwise, the entity must account for the combined component as an operating lease in accordance with Topic 842. The new guidance will be effective for emerging growth companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting the new guidance on the consolidated financial statements. In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases”. The amendments affect narrow aspects of the guidance issued in the amendments in ASU 2016-02 including those regarding residual value guarantees, rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase option, variable lease payments that depend on an index or a rate, investment tax credits, lease term and purchase option, transition guidance for amounts previously recognized in business combinations, certain transition adjustments, transition guidance for leases previously classified as capital leases under Topic 840, transition guidance for modifications to leases previously classified as direct financing or sales-type leases under Topic 840, transition guidance for sale and leaseback transactions, impairment of net investment in the lease, unguaranteed residual asset, effect of initial direct costs on rate implicit in the lease, and failed sale and leaseback transactions. The new guidance will be effective emerging growth companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting the new guidance on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the second step of the previous two-step quantitative test of goodwill impairment. Under the new guidance, the quantitative test consists of a single step in which the carrying amount of the reporting unit is compared to its fair value. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the amount of the impairment would be limited to the total amount of goodwill allocated to the reporting unit. The guidance does not affect the existing option to perform the qualitative assessment for a reporting unit to determine whether the quantitative impairment test is necessary. The new guidance will be effective for emerging growth companies for fiscal years beginning after December 15, 2021; however, early adoption is permitted. The Company is currently evaluating the impact of adopting the new guidance on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-1, “Business Combinations (Topic 805): Clarifying the Definition of a Business”, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance will be effective for emerging growth companies for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company has completed its evaluation of the new guidance and has concluded that the adoption of this ASU will not have a material impact on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-2, “Leases (Topic 842).” The new guidance, among other things, requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. ASU 2016-2 will be effective for emerging growth companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting the new guidance on the consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” and subsequent amendments thereto. This pronouncement requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods and services. In August 2015, the FASB deferred the effective date of ASU 2014-09. Since the original issuance of ASU 2014-09, the FASB has issued several amendments and updates to this guidance. As an emerging growth company, this accounting standard becomes effective for the Company for reporting periods beginning after December 15, 2018 and interim reporting periods thereafter. The Company has completed its evaluation of the new revenue standard and has concluded that the adoption of this ASU will not have a material impact on the consolidated financial statements, other than the additional disclosure requirements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Change in the Inventory Reserves | The following table shows the change in the inventory reserves: Successor Successor Predecessor December 31, December 31, February 1, 2018 2017 2017 Balance at beginning of period $ 450 $ - $ 73 Charges to costs and expenses 153 450 - Recoveries and write-offs (31 ) - - Balance at end of period $ 572 $ 450 $ 73 |
Change in Allowance for Doubtful Accounts | The following table shows the change in allowance for doubtful accounts: Successor Successor Predecessor December 31, December 31, February 1, 2018 2017 2017 Balance at beginning of period $ 438 $ - $ 152 Charges to costs and expenses 644 438 - Recoveries and write-offs (893 ) - - Balance at end of period $ 189 $ 438 $ 152 |
Schedule of Percentage of Revenues and Trade Receivables from Customers | The following table shows the percentage of revenues from our significant customers for the 2018 Successor Period, 2017 Successor Period, the 2017 Predecessor Period and the 2016 Predecessor Period: Successor Successor Predecessor Predecessor January 1, 2018 February 2, 2017 January 1, 2017 January 1, 2016 to to to to December 31, December 31, February 1, December 31, 2018 2017 2017 2016 Customer A 27.3% 36.5% 53.5% 77.1% Customer B 20.3% 26.6% 42.8% * Customer C 12.0% * * * Customer D 15.4% * * * Customer E 11.2% * * * The following table shows the percentage of trade receivables from our significant customers as of December 31, 2018 and December 31, 2017: December 31, 2018 December 31, 2017 Customer A 18.4% 21.5% Customer B 17.7% 30.5% Customer C 10.8% 10.6% Customer D 26.1% 15.8% Customer F 13.0% * |
Accounting Standards (Tables)
Accounting Standards (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of the amount of cash and cash equivalents reported on the consolidated balance sheets to the total of cash and cash equivalents and restricted cash shown on the consolidated statements of cash flows: December 31, 2018 December 31, 2017 Cash and cash equivalents $ 29,529 $ 5,923 Restricted cash 507 503 Cash and cash equivalents and restricted cash $ 30,036 $ 6,426 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Summary of Final Allocation of Purchase Price of Assets Acquired and Liabilities Assumed | The following table summarizes the final allocation of the purchase price to the assets acquired and liabilities assumed: As of February 2, 2017 Assets acquired: Cash and cash equivalents $ 3,888 Restricted cash 500 Accounts receivable 39,156 Inventory 9,014 Prepaids and other current assets 5,634 Property and equipment 224,318 Intangible assets 65,479 Goodwill 4,971 Deferred financing costs 318 Total assets acquired 353,278 Liabilities assumed: Accounts payable 40,299 Accrued liabilities 19,407 Notes payable 1,397 Currents portion of long-term debt 1,216 Long-term debt 387 Revolving credit facility 15,475 JMRF Interest 29 Total liabilities assumed 78,210 Net assets acquired $ 275,068 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets include the following: December 31, 2018 December 31, 2017 Iron $ - $ 3,904 Prepaid insurance 6,011 2,270 Recoverable costs from insurance 3,540 2,977 Sales tax receivable 1,987 - Other receivables 895 2,244 Income tax receivable 810 - Other current assets 3,194 1,592 Total prepaid expenses and other current assets $ 16,437 $ 12,987 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Table) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: Estimated Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Book Value As of December 31, 2018 Order backlog 3 $ 15,345 $ 10,742 $ 4,603 Trademarks 10 3,132 600 2,532 Patents 20 22,955 2,200 20,755 Covenants not to compete 2 1,524 1,524 - Customer relationship 1 132 132 - $ 43,088 $ 15,198 $ 27,890 As of December 31, 2017 Order backlog 3 $ 15,345 $ 4,604 $ 10,741 Trademarks 10 3,132 287 2,845 Patents 20 22,955 1,052 21,903 Covenants not to compete 2 1,524 729 795 Customer relationship 1 132 121 11 $ 43,088 $ 6,793 $ 36,295 |
Schedule of Estimated Future Amortization Expense | The estimated amortization expense for future periods is as follows: Fiscal Year Estimated Amortization Expense 2019 $ 6,064 2020 1,461 2021 1,461 2022 1,461 2023 1,461 Thereafter 15,982 Total $ 27,890 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Estimated Useful Life (in years) December 31, 2018 December 31, 2017 Fracturing equipment 1.5 to 10 years $ 449,685 $ 315,183 Light duty vehicles 5 years 6,455 4,849 Furniture and fixtures 5 years 231 171 IT equipment 3 years 5,339 3,317 Auxiliary equipment 2 to 20 years 24,118 2,845 Leasehold improvements Term of lease 335 244 486,163 326,609 Less: Accumulated depreciation and amortization (154,776 ) (75,321 ) Property and equipment, net $ 331,387 $ 251,288 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2018 December 31, 2017 Accrued payroll and benefits $ 7,087 $ 7,368 Accrued taxes 8,119 4,142 Other current liabilities 1,838 647 Accrued expenses and other current liabilities $ 17,044 $ 12,157 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: December 31, 2018 December 31, 2017 First Lien Credit Facility $ 55,975 $ - Second Lien Term Loan 40,000 - Related Party Senior Term Loan - 167,456 Related Party Revolving Credit Facility - 49,825 Equipment financing 11,567 27,081 Capital leases 25,338 19,041 Total debt 132,880 263,403 Unamortized discount on debt and debt issuance costs (3,963 ) (255 ) Current maturities (29,501 ) (39,157 ) Net Long-term debt $ 99,416 $ 223,991 |
Schedule of Repayment Requirements of Long-term Debt | Presented below is a schedule of the repayment requirements of long-term debt as of December 31, 2018: Principal Amount of Long-term Debt 2019 $ 29,501 2020 98,438 2021 3,245 2022 1,654 2023 42 Total $ 132,880 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Calculation of Basic And Diluted Earning Per Share | The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common shares outstanding for the period subsequent to the corporate reorganization that occurred in connection with the Transaction: Year Ended December 31, 2017 (in thousands, except share and per share amounts) Successor Successor Predecessor Predecessor February 2, 2017 January 1, 2017 Year Ended (inception) to to Year Ended December 31, 2018 December 31, 2017 February 1, 2017 December 31, 2016 Basic Net Income Per Share Numerator: Net loss attributable to U.S. Well Services, Inc. $ (65,896 ) $ (93,622 ) $ (5,654 ) $ (95,404 ) Net loss attributable to cancellable Class A shares 2,142 3,041 184 3,099 Basic net loss attributable to U.S. Well Services, Inc. shareholders $ (63,754 ) $ (90,581 ) $ (5,470 ) $ (92,305 ) Denominator: Weighted average shares outsanding 49,508,995 49,549,676 49,549,676 49,549,676 Cancellable Class A shares (1,609,677 ) (1,609,677 ) (1,609,677 ) (1,609,677 ) Basic weighted average shares outstanding 47,899,318 47,939,999 47,939,999 47,939,999 Basic and dilutive net income per share attributable to Class A shareholders $ (1.33 ) $ (1.89 ) $ (0.11 ) $ (1.93 ) |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Restricted Stock Transactions | The following table sets forth the restricted stock transactions for the year ended December 31, 2018: Weighted- average Unvested grant-date fair value Units at beginning of period - $ - Granted 530,000 8.72 Vested - - Forfeited - - Units at end of period 530,000 $ 8.72 |
Schedule of Key Input Assumptions | The following key input assumptions were used in the option pricing models: Expected life: 5 years Risk-free interest rate: 1.77% to 2.02% Expected equity volatility: 48.4% to 53.4% Expected dividend yield: 0.0% Discount for lack of marketability: 23.0% to 25.5% Expected asset volatility: 34.3% to 34.8% |
Summary of Transactions Related to Unit/Share Based Awards | The following table summarizes the 2018 Successor Period transactions related to the unit based awards: Weighted-average Unvested grant-date fair value Units at beginning of period 70,800 $ 225.69 Granted - - Vested (70,800 ) 225.69 Forfeited - - Units at end of period - $ - The following table summarizes the 2016 Predecessor Period and 2017 Predecessor Period share-based awards: 2016 and 2017 Predecessor periods Unvested Weighted-average grant-date fair value Units at beginning of Period 99,485 $ 30.94 Granted — Vested — Forfeited — Units at end of period 99,485 $ 30.94 |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Key Input Assumptions | The fair value of the restricted stock was determined using a Monte Carlo simulation analysis, which used Geometric Brownian Motion to estimate future equity prices for the Company. The following key input assumptions were used to calculate fair value: USWS Starting Share Price $ 10.0 Vesting Term 3.0 Expected Volatility 61.4 % Dividend Yield 0.0 % Risk-free Rate 3.0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The Company’s net deferred tax assets are as follows: December 31, Deferred Tax Assets 2018 2017 Net Operating Loss Carryforward $ 20,686 $ - Startup/Organization Expenses 175 - Investment in Partnership 15,318 Attributes/Other 328 - Total Deferred Tax Assets 36,507 - Less Valuation Allowance (36,507 ) - Total Deferred Tax Assets, net $ - $ - Deferred Tax Liabilities - - Net Deferred Tax Assets $ - $ - |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision consists of the following: Successor Successor Predecessor Predecessor January 1, 2018 February 2, 2017 January 1, 2017 January 1, 2016 ended to to to December 31, December 31, February 1, December 31, Current 2018 2017 2017 2016 Federal $ - $ - $ - $ - State 352 - - - Total Current 352 - - - Deferred Federal - - - - State - - - - Total Deferred - - - - Total $ 352 $ - $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2018 is as follows: Pre-tax loss $ 70,462 Federal Provision/(Benefit) (14,797 ) 21.00 % Flow Through Income not Subject to Tax 11,166 -15.85 % State Income Taxes, net of Federal Benefit 279 -0.40 % Other (74 ) 0.11 % Valuation Allowance 3,778 -5.36 % Total Expense $ 352 -0.50 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Contracted Volumes and Minimum Commitments under Proppant Supply Purchase Agreements | The following is a schedule of the contracted volumes in dollars and minimum commitments under the proppant supply purchase agreements as of December 31, 2018: Minimum Contracted Commitments 2019 $ 87,346 $ 32,648 2020 47,263 18,998 2021 33,795 14,448 2022 9,186 9,333 2023 2,625 2,667 Total $ 180,215 $ 78,094 |
Schedule of Minimum Future Payments on Non-Cancelable Operating Leases | The following is a schedule of minimum future payments on non-cancellable operating leases as of December 31, 2018: 2019 $ 1,815 2020 1,157 2021 651 2022 476 2023 288 Thereafter 325 Total minimum future rentals $ 4,712 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data [Abstract] | |
Selected Quarterly Financial Data | The following table sets forth certain unaudited financial and operating information for each quarter of the year ended December 31, 2018 and 2017. The unaudited quarterly information includes all adjustments that, in the opinion of management, are necessary for the fair presentation of information presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. Year Ended December 31, 2018 Successor Successor Successor Successor Selected Financial Data: First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 171,606 $ 192,632 $ 166,173 $ 118,436 Costs and expenses: Cost of services (excluding depreciation and amortization) 138,428 151,363 137,452 105,788 Depreciation and amortization 25,920 24,862 26,765 30,893 Selling, general and administrative expenses 4,337 5,278 5,248 19,634 Impairment loss on intangible assets - - - - Loss (Gain) on disposal of assets 2,929 5,187 (126 ) 2,858 Loss from operations (8 ) 5,942 (3,166 ) (40,737 ) Interest expense, net (7,401 ) (6,884 ) (7,387 ) (10,964 ) Loss on extinguishment of debt - - - (190 ) Other income 317 5 9 2 Loss before income taxes (7,092 ) (937 ) (10,544 ) (51,889 ) Income tax expense - - - 352 Net loss (7,092 ) (937 ) (10,544 ) (52,241 ) Net loss attributable to noncontrolling interest - - - (4,918 ) Net loss attributable to U.S. Well Services, Inc. $ (7,092 ) $ (937 ) $ (10,544 ) $ (47,323 ) Year Ended December 31, 2017 First Quarter ended March 31, 2017 Predecessor Successor Successor Successor Successor January 1, 2017 February 2, 2017 to to Second Third Fourth Selected Financial Data: February 1, 2017 March 31, 2017 Quarter Quarter Quarter Revenue $ 32,867 $ 72,094 $ 122,492 $ 122,819 $ 149,082 Costs and expenses: Cost of services (excluding depreciation and amortization) 28,053 64,461 105,597 100,556 123,511 Depreciation and amortization 4,920 16,533 22,968 23,513 29,416 Selling, general and administrative expenses 1,281 4,369 3,909 4,091 5,232 Impairment loss on intangible assets - - 20,247 - - Loss on disposal of assets 201 3,205 2,480 2,829 3,444 Loss from operations (1,588 ) (16,474 ) (32,709 ) (8,170 ) (12,521 ) Interest expense, net (4,067 ) (3,530 ) (5,699 ) (6,444 ) (7,288 ) Loss on extinguishment of debt - - - - - Other income (expense) 1 8 26 35 (856 ) Net loss $ (5,654 ) $ (19,996 ) $ (38,382 ) $ (14,579 ) $ (20,665 ) |
Description of Business (Detail
Description of Business (Details Narrative) $ in Millions | Nov. 09, 2018USD ($)shares | Dec. 31, 2017shares | Dec. 31, 2018shares |
Common Class A [Member] | |||
Description of Business [Line Items] | |||
Shares cancelled | 824,916 | ||
Common Class B [Member] | |||
Description of Business [Line Items] | |||
Shares cancelled | 609,423 | ||
Class F Common Stock [Member] | |||
Description of Business [Line Items] | |||
Shares cancelled | 2,975,000 | ||
Shares converted | 5,150,000 | ||
Merger and Contribution Agreement [Member] | USWS Holdings [Member] | |||
Description of Business [Line Items] | |||
Equity interests ownership | 77.90% | ||
Merger and Contribution Agreement [Member] | Common Class A [Member] | |||
Description of Business [Line Items] | |||
Shares issued, value | $ | $ 235 | ||
Merger and Contribution Agreement [Member] | Common Class A [Member] | Private Placement [Member] | |||
Description of Business [Line Items] | |||
Number of shares issued | 23,500,000 | ||
Merger and Contribution Agreement [Member] | Common Class A [Member] | Private Placement [Member] | Class F Common Stock [Member] | |||
Description of Business [Line Items] | |||
Shares converted | 5,150,000 | ||
Conversion ratio | 1 | ||
Merger and Contribution Agreement [Member] | Class F Common Stock [Member] | Private Placement [Member] | |||
Description of Business [Line Items] | |||
Shares cancelled | 2,975,000 | ||
USWS Holdings [Member] | Merger and Contribution Agreement [Member] | Common Class A [Member] | |||
Description of Business [Line Items] | |||
Shares issued | 13,532,331 | ||
USWS Holdings [Member] | Merger and Contribution Agreement [Member] | Common Class B [Member] | |||
Description of Business [Line Items] | |||
Shares issued | 14,546,755 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)Segment | |
Number of reportable segments | Segment | 1 | |||
Cash equivalents original maturity date of acquisition | 3 months | |||
Inventory valuation reserves | $ 572,000 | $ 450,000 | $ 572,000 | |
Inventory in transit | 265,000 | 1,163,000 | 265,000 | |
Impairment loss on intangible assets | $ 20,247,000 | 20,247,000 | ||
Allowance for doubtful accounts | 189,000 | 438,000 | 189,000 | |
Income tax provision or benefit | 352,000 | 0 | 352,000 | |
Accrued for payment of interest and penalties | $ 0 | $ 0 | ||
Related Party Senior Term Loans [Member] | Discounted Cash Flow Methodology [Member] | Level 2 Inputs [Member] | ||||
Long term debt, fair value | $ 167,417,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | |
Balance at beginning of period | $ 450 | ||
Charges to costs and expenses | $ 450 | 153 | |
Recoveries and write-offs | (31) | ||
Balance at end of period | 450 | $ 572 | |
Predecessor [Member] | |||
Balance at beginning of period | $ 73 | $ 73 | |
Charges to costs and expenses | 0 | ||
Recoveries and write-offs | 0 | ||
Balance at end of period | $ 73 |
Significant Accounting Polici_6
Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | |
Balance at beginning of period | $ 438 | ||
Charges to costs and expenses | $ 438 | 644 | |
Recoveries and write-offs | (893) | ||
Balance at end of period | 438 | $ 189 | |
Predecessor [Member] | |||
Balance at beginning of period | $ 152 | $ 152 | |
Charges to costs and expenses | 0 | ||
Recoveries and write-offs | 0 | ||
Balance at end of period | $ 152 |
Significant Accounting Polici_7
Significant Accounting Policies (Details 2) - Customer Concentration Risk [Member] | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Revenues [Member] | Customer A [Member] | ||||
Concentration risk, Percentage | 36.50% | 27.30% | ||
Revenues [Member] | Customer A [Member] | Predecessor [Member] | ||||
Concentration risk, Percentage | 53.50% | 77.10% | ||
Revenues [Member] | Customer B [Member] | ||||
Concentration risk, Percentage | 26.60% | 20.30% | ||
Revenues [Member] | Customer B [Member] | Predecessor [Member] | ||||
Concentration risk, Percentage | 42.80% | |||
Revenues [Member] | Customer C [Member] | ||||
Concentration risk, Percentage | 12.00% | |||
Revenues [Member] | Customer D [Member] | ||||
Concentration risk, Percentage | 15.40% | |||
Revenues [Member] | Customer E [Member] | ||||
Concentration risk, Percentage | 11.20% | |||
Trade Receivables [Member] | Customer A [Member] | ||||
Concentration risk, Percentage | 21.50% | 18.40% | ||
Trade Receivables [Member] | Customer B [Member] | ||||
Concentration risk, Percentage | 30.50% | 17.70% | ||
Trade Receivables [Member] | Customer C [Member] | ||||
Concentration risk, Percentage | 10.60% | 10.80% | ||
Trade Receivables [Member] | Customer D [Member] | ||||
Concentration risk, Percentage | 15.80% | 26.10% | ||
Trade Receivables [Member] | Customer F [Member] | ||||
Concentration risk, Percentage | 13.00% |
Accounting Standards (Details)
Accounting Standards (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 01, 2017 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 29,529 | $ 5,923 | |
Restricted cash | 507 | 503 | |
Cash and cash equivalents and restricted cash | $ 30,036 | $ 6,426 | $ 4,388 |
Acquisition - (Details Narrativ
Acquisition - (Details Narrative) $ / shares in Units, $ in Thousands | Feb. 02, 2017USD ($)Classshares | Feb. 28, 2017USD ($) | Feb. 01, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2016shares | Dec. 31, 2015shares | Nov. 30, 2013shares |
Business Acquisition [Line Items] | ||||||||
Deferred financing costs | $ 8,271 | |||||||
Goodwill | $ 4,971 | 4,971 | $ 4,971 | |||||
Deferred financing costs | 318 | |||||||
Professional and legal fees related to the Acquisition | $ 53 | |||||||
Professional fees | 2,051 | |||||||
Unamortized discount | 13,599 | |||||||
Unamortized deferred financing costs | $ 2,384 | |||||||
Unvested number of shares outstanding | shares | 70,800 | 0 | ||||||
Unvested number of shares forfeited | shares | 0 | |||||||
Unvested number of shares vested | shares | 70,800 | |||||||
Warrants issued to purchase stock | shares | 1 | |||||||
Warrant conversion rate | shares | 3.4167 | |||||||
Exercise price | $ / shares | $ 0.01 | $ 5.75 | ||||||
Warrants expected life | 2 years 1 month 6 days | |||||||
USWS LLC’ [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of classes of membership interest | Class | 7 | |||||||
USWS Holdings [Member] | USWS LLC’ [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interests ownership | 100.00% | |||||||
Risk-free Rate [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants outstanding, measurement input | 0.0121 | |||||||
Volatility Factor [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants outstanding, measurement input | 0.543 | |||||||
Dividend Yield [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants outstanding, measurement input | 0 | |||||||
Predecessor [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Professional and legal fees related to the Acquisition | $ 841 | |||||||
Unvested number of shares outstanding | shares | 99,485 | 99,485 | 99,485 | |||||
Unvested number of shares forfeited | shares | 0 | 0 | ||||||
Unvested number of shares vested | shares | 0 | 0 | ||||||
Order Backlog [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of assets acquired | $ 37,736 | |||||||
Covenants not to Compete [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of assets acquired | 1,524 | |||||||
Trademarks [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of assets acquired | 3,132 | |||||||
Patents [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of assets acquired | 22,955 | |||||||
Customer Relationship [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of assets acquired | 132 | |||||||
USWS Holdings [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition date | Feb. 2, 2017 | |||||||
Business combination, purchase price | 275,068 | $ 275,068 | ||||||
Business combination, noncash consideration | 150,000 | |||||||
Business combination, equity issued | 125,068 | |||||||
Goodwill | 4,971 | |||||||
Deferred financing costs | 318 | |||||||
Common Class B [Member] | USWS Holdings [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Deferred financing costs | $ 8,271 | |||||||
Common Class A [Member] | Term Loan [Member] | USWS Holdings [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt instrument exchanged for equity interest | $ 118,411 | |||||||
Series D Units [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Unvested number of shares forfeited | shares | 81,226 | |||||||
Unvested number of shares vested | shares | 18,259 | |||||||
Unit based compensation expense | $ 565 | |||||||
Series D Units [Member] | Predecessor [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Unvested number of shares outstanding | shares | 99,485 | 65,064 | ||||||
Series B Units [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants issued to purchase stock | shares | 85,000 | |||||||
Class F Units [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants issued to purchase stock | shares | 290,420 | |||||||
Aggregate fair value of warrants issued | $ 210 | |||||||
Warrants exercisable date | Feb. 2, 2017 | |||||||
Warrants expiration date | Feb. 21, 2019 |
Acquisition - (Details)
Acquisition - (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2017 | Feb. 02, 2017 |
Assets acquired: | ||||
Goodwill | $ 4,971 | $ 4,971 | $ 4,971 | |
Deferred financing costs | 318 | |||
USWS Holdings [Member] | ||||
Assets acquired: | ||||
Cash and cash equivalents | 3,888 | |||
Restricted cash | 500 | |||
Accounts receivable | 39,156 | |||
Inventory | 9,014 | |||
Prepaids and other current assets | 5,634 | |||
Property and equipment | 224,318 | |||
Intangible assets | 65,479 | |||
Goodwill | 4,971 | |||
Deferred financing costs | 318 | |||
Total assets acquired | 353,278 | |||
Liabilities assumed: | ||||
Accounts payable | 40,299 | |||
Accrued liabilities | 19,407 | |||
Notes payable | 1,397 | |||
Currents portion of long-term debt | 1,216 | |||
Long-term debt | 387 | |||
Revolving credit facility | 15,475 | |||
JMRF Interest | 29 | |||
Total liabilities assumed | 78,210 | |||
Net assets acquired | $ 275,068 | $ 275,068 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Iron | $ 3,904 | |
Prepaid insurance | $ 6,011 | 2,270 |
Recoverable costs from insurance | 3,540 | 2,977 |
Sales tax receivable | 1,987 | |
Other receivables | 895 | 2,244 |
Income tax receivable | 810 | |
Other current assets | 3,194 | 1,592 |
Total prepaid expenses and other current assets | $ 16,437 | $ 12,987 |
Prepaids and Other Current As_4
Prepaids and Other Current Assets (Details Narrative) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($)Segment | Dec. 31, 2018USD ($) | Aug. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Prepaid And Other Current Assets [Line Items] | ||||
Recoverable costs from insurance | $ 2,871 | $ 2,977 | ||
Net book value | $ 331,387 | $ 251,288 | ||
Number of hydraulic fleets caught in fire | Segment | 1 | |||
Insurance reimbursement | $ 8,011 | |||
Fire [Member] | ||||
Prepaid And Other Current Assets [Line Items] | ||||
Net book value | $ 3,866 | |||
Minimum [Member] | ||||
Prepaid And Other Current Assets [Line Items] | ||||
Estimated useful life | 1 year |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details Narrative) - USD ($) | Apr. 06, 2017 | Feb. 01, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 |
Finite Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 8,937,000 | $ 8,405,000 | ||||
Weighted average amortization period | 12 years 5 months 15 days | |||||
Accumulated amortization of order backlog | 6,793,000 | $ 15,198,000 | ||||
Impairment loss on intangible assets | $ 20,247,000 | 20,247,000 | ||||
Predecessor [Member] | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 0 | $ 0 | ||||
Order Backlog [Member] | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Net book value of order backlog before impairment | $ 35,592,000 | |||||
Accumulated amortization of order backlog | 2,144,000 | $ 4,604,000 | 10,742,000 | |||
Impairment loss on intangible assets | $ 20,247,000 | |||||
Qualitative Analysis [Member] | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Impairment of goodwill | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Apr. 06, 2017 | |
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 43,088 | $ 43,088 | |
Accumulated Amortization | 6,793 | 15,198 | |
Net Book Value | $ 36,295 | $ 27,890 | |
Order Backlog [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 3 years | 3 years | |
Gross Carrying Value | $ 15,345 | $ 15,345 | |
Accumulated Amortization | 4,604 | 10,742 | $ 2,144 |
Net Book Value | $ 10,741 | $ 4,603 | |
Trademarks [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 10 years | 10 years | |
Gross Carrying Value | $ 3,132 | $ 3,132 | |
Accumulated Amortization | 287 | 600 | |
Net Book Value | $ 2,845 | $ 2,532 | |
Patents [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 20 years | 20 years | |
Gross Carrying Value | $ 22,955 | $ 22,955 | |
Accumulated Amortization | 1,052 | 2,200 | |
Net Book Value | $ 21,903 | $ 20,755 | |
Covenants Not To Compete [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 2 years | 2 years | |
Gross Carrying Value | $ 1,524 | $ 1,524 | |
Accumulated Amortization | 729 | $ 1,524 | |
Net Book Value | $ 795 | ||
Customer Relationship [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 1 year | 1 year | |
Gross Carrying Value | $ 132 | $ 132 | |
Accumulated Amortization | 121 | $ 132 | |
Net Book Value | $ 11 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2019 | $ 6,064 | |
2020 | 1,461 | |
2021 | 1,461 | |
2022 | 1,461 | |
2023 | 1,461 | |
Thereafter | 15,982 | |
Net Book Value | $ 27,890 | $ 36,295 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 486,163 | $ 326,609 |
Less: Accumulated depreciation and amortization | (154,776) | (75,321) |
Property and equipment, net | $ 331,387 | 251,288 |
Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 1 year | |
Fracturing Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 449,685 | 315,183 |
Fracturing Equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 1 year 6 months | |
Fracturing Equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 10 years | |
Light Duty Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 6,455 | 4,849 |
Estimated useful life | 5 years | |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 231 | 171 |
Estimated useful life | 5 years | |
IT Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5,339 | 3,317 |
Estimated useful life | 3 years | |
Auxiliary Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 24,118 | 2,845 |
Auxiliary Equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 2 years | |
Auxiliary Equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 20 years | |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 335 | $ 244 |
Estimated Useful Life | Term of lease |
Property and Equipment, Net - (
Property and Equipment, Net - (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2018 | Feb. 01, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | ||||||||||||||
Depreciation and amortization | $ 16,533,000 | $ 30,893,000 | $ 26,765,000 | $ 24,862,000 | $ 25,920,000 | $ 29,416,000 | $ 23,513,000 | $ 22,968,000 | $ 92,430,000 | $ 108,440,000 | ||||
Amortization of intangible assets | 8,937,000 | 8,405,000 | ||||||||||||
Net book value | 331,387,000 | 251,288,000 | 251,288,000 | 331,387,000 | ||||||||||
Accumulated depreciation | 154,776,000 | 75,321,000 | 75,321,000 | 154,776,000 | ||||||||||
Future minimum lease payment related to capital leases due in 2019 | 26,709,000 | 26,709,000 | ||||||||||||
November 2018 Capital Lease Agreement [Member] | Fracturing Equipment [Member] | ||||||||||||||
Property Plant And Equipment [Line Items] | ||||||||||||||
Net book value | 15,849,000 | 15,849,000 | ||||||||||||
Accumulated depreciation | 0 | 0 | ||||||||||||
Advance on capital lease | $ 200,000 | |||||||||||||
August and September 2017 Capital Lease Agreement [Member] | Fracturing Equipment [Member] | ||||||||||||||
Property Plant And Equipment [Line Items] | ||||||||||||||
Net book value | 23,660,000 | 23,660,000 | 23,660,000 | 23,660,000 | ||||||||||
Accumulated depreciation | $ 15,530,000 | $ 4,383,000 | $ 4,383,000 | $ 15,530,000 | ||||||||||
Advance on capital lease | $ 2,330,000 | |||||||||||||
Predecessor [Member] | ||||||||||||||
Property Plant And Equipment [Line Items] | ||||||||||||||
Depreciation and amortization | $ 4,920,000 | $ 66,084,000 | ||||||||||||
Amortization of intangible assets | $ 0 | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued payroll and benefits | $ 7,087 | $ 7,368 |
Accrued taxes | 8,119 | 4,142 |
Other current liabilities | 1,838 | 647 |
Accrued expenses and other current liabilities | $ 17,044 | $ 12,157 |
Short - Term Note Payable (Deta
Short - Term Note Payable (Details Narrative) - USD ($) $ in Thousands | Nov. 09, 2018 | Sep. 15, 2018 | Mar. 15, 2018 | Mar. 15, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Short Term Debt [Line Items] | ||||||
Notes payable | $ 4,560 | $ 1,446 | ||||
Premium Finance Agreement [Member] | General Liability, Workers Compensation, Umbrella, Auto and Pollution Coverage [Member] | ||||||
Short Term Debt [Line Items] | ||||||
Aggregate amount of premiums financed | $ 5,119 | $ 4,112 | ||||
Insurance premium interest rate | 5.50% | 5.00% | ||||
Insurance premium payment term | Under the terms of the agreement, the Company has agreed to pay 15 equal monthly payments of $283 beginning April 15, 2017 through maturity on June 15, 2018. | |||||
Insurance premium payment | $ 582 | $ 283 | ||||
Insurance premium beginning payment date | Oct. 15, 2018 | Apr. 15, 2017 | ||||
Insurance premium maturity date | Jun. 15, 2019 | Jun. 15, 2018 | ||||
Interest expense on insurance premium | $ 118 | $ 114 | ||||
Notes payable | $ 3,436 | $ 1,446 | ||||
Short term debt, term | The Company entered into a premium finance agreement with a credit finance institution to pay the premiums. The aggregate amount of the premiums financed is $5,119 at an interest rate 5.5%. Under the terms of the agreement, the Company has agreed to pay nine equal monthly payments of $582 beginning October 15, 2018 through maturity on June 15, 2019. The payments include interest expense of $118. The note had an outstanding balance of $3,436 as of December 31, 2018. | |||||
Premium Finance Agreement [Member] | Workers Compensation and Pollution Coverage [Member] | ||||||
Short Term Debt [Line Items] | ||||||
Aggregate amount of premiums financed | $ 1,090 | |||||
Insurance premium interest rate | 4.20% | |||||
Insurance premium payment term | Under the terms of the agreement, the Company has agreed to pay 15 equal monthly payments of $75 beginning April 15, 2018 through maturity on June 15, 2019. | |||||
Insurance premium payment | $ 75 | |||||
Insurance premium beginning payment date | Apr. 15, 2018 | |||||
Insurance premium maturity date | Jun. 15, 2019 | |||||
Interest expense on insurance premium | $ 31 | |||||
Notes payable | $ 443 | |||||
Short term debt, term | The Company entered into a premium finance agreement with a credit finance institution to pay the premiums. The aggregate amount of the premiums financed is $1,090 at an interest rate of 4.2%. Under the terms of the agreement, the Company has agreed to pay 15 equal monthly payments of $75 beginning April 15, 2018 through maturity on June 15, 2019. The payments include interest expense of $31. The note had an outstanding balance of $443 as of December 31, 2018. | |||||
Premium Finance Agreement [Member] | Directors and Officers Liability Coverage [Member] | ||||||
Short Term Debt [Line Items] | ||||||
Aggregate amount of premiums financed | $ 765 | |||||
Insurance premium interest rate | 5.50% | |||||
Insurance premium payment term | Under the terms of the agreement, the Company has agreed to pay nine equal monthly payments of $87 beginning December 9, 2018 through maturity on August 9, 2019. | |||||
Insurance premium payment | $ 87 | |||||
Insurance premium beginning payment date | Dec. 9, 2018 | |||||
Insurance premium maturity date | Aug. 9, 2019 | |||||
Interest expense on insurance premium | $ 17 | |||||
Notes payable | $ 681 | |||||
Short term debt, term | The Company entered into a premium finance agreement with a credit finance institution to pay the premiums. The aggregate amount of the premiums financed is $765 at an interest rate of 5.5%. Under the terms of the agreement, the Company has agreed to pay nine equal monthly payments of $87 beginning December 9, 2018 through maturity on August 9, 2019. The payments include interest expense of $17. The note had an outstanding balance of $681 as of December 31, 2018. |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Capital leases | $ 25,338 | $ 19,041 |
Total debt | 132,880 | 263,403 |
Unamortized discount on debt and debt issuance costs | (3,963) | (255) |
Current maturities | (29,501) | (39,157) |
Net Long-term debt | 99,416 | 223,991 |
First Lien Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit Facility | 55,975 | |
Second Lien Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Credit Facility | 40,000 | |
Related Party Senior Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Credit Facility | 167,456 | |
Related Party Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit Facility | 49,825 | |
Equipment Financing [Member] | ||
Debt Instrument [Line Items] | ||
Credit Facility | $ 11,567 | $ 27,081 |
Debt (Details Narrative)
Debt (Details Narrative) | Dec. 15, 2019 | Oct. 01, 2019 | Dec. 14, 2018USD ($) | Nov. 19, 2018USD ($)Lender | Mar. 31, 2018 | Feb. 02, 2017USD ($) | Sep. 30, 2019 | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 14, 2019 | Dec. 31, 2018USD ($)Lender$ / sharesshares | Apr. 01, 2019USD ($) | Jun. 13, 2017USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Debt issue costs write-off | $ 6,033,000 | |||||||||||||
Stock repurchased from lenders, value | $ 11,542,000 | |||||||||||||
PIK interest added to principal | $ 17,456,000 | 9,553,000 | ||||||||||||
Repayment of outstanding loan in cash | 4,607,000 | 22,997,000 | ||||||||||||
Repayment of outstanding loan in cash | 13,150,000 | |||||||||||||
Loss on extinguishment of debt | $ 190,000 | 190,000 | ||||||||||||
Number of lenders to whom the revolving commitment amount has been split evenly | Lender | 2 | |||||||||||||
Line of credit shortening of maturity period | 2 years | |||||||||||||
Line of credit shortening of maturity period, date | Feb. 2, 2020 | |||||||||||||
Related Party Senior Term Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding balance | 171,653,000 | 171,653,000 | ||||||||||||
Loss on extinguishment of debt | 190,000 | |||||||||||||
Equipment Financing [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
New loan amount | $ 11,567,000 | 27,081,000 | $ 11,567,000 | |||||||||||
Debt instrument, maturity date, description | The Company entered into security agreements with financing institutions from 2016 through 2018 for the purchase of certain fracturing equipment with maturities through 2023. | |||||||||||||
Debt instrument due with in one year | $ 22,767,000 | $ 3,263,000 | ||||||||||||
Debt instrument, weighted average interest rate | 6.30% | 7.49% | 6.30% | |||||||||||
Debt instrument, maturity year | 2023 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock repurchased from lenders, share | shares | 824,916 | |||||||||||||
Repayment of outstanding loan in shares | shares | 1,314,999 | |||||||||||||
Common Class B [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock repurchased from lenders, share | shares | 609,423 | |||||||||||||
First Lien Credit Facility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, borrowing capacity | $ 65,000,000 | |||||||||||||
Decrease in additional paid in capital | $ 11,475,000 | |||||||||||||
Outstanding revolver loan | $ 55,975,000 | 55,975,000 | ||||||||||||
Line of credit principal amount | 55,975,000 | 55,975,000 | ||||||||||||
First Lien Credit Facility [Member] | USWS Holdings [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock repurchased from lenders, value | $ 11,475,000 | |||||||||||||
First Lien Credit Facility [Member] | Common Units [Member] | USWS Holdings [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock repurchased from lenders, share | shares | 609,423 | |||||||||||||
First Lien Credit Facility [Member] | Common Class A [Member] | USWS Holdings [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock repurchased from lenders, share | shares | 824,916 | |||||||||||||
First Lien Credit Facility [Member] | Common Class B [Member] | USWS Holdings [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock repurchased from lenders, share | shares | 609,423 | |||||||||||||
First Lien Credit Facility [Member] | LIBOR [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, interest rate | 6.00% | |||||||||||||
Second Lien Term Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, maturity start date | May 31, 2020 | |||||||||||||
Line of credit principal amount | 40,000,000 | $ 40,000,000 | ||||||||||||
Outstanding principal balance due within one year | 900,000 | 900,000 | ||||||||||||
Second Lien Term Loan [Member] | USWS Holdings [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit principal amount | $ 40,000,000 | |||||||||||||
Second Lien Term Loan [Member] | LIBOR [Member] | USWS Holdings [Member] | Scenario, Forecast [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, interest rate | 11.50% | 3.00% | 1.75% | 0.75% | 7.75% | |||||||||
Asset-Based First Lien Credit Facility [Member] | LIBOR [Member] | USWS Holdings [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, interest rate | 0.00% | |||||||||||||
Related Party Senior Term Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
New loan amount | $ 150,000,000 | $ 0 | $ 0 | |||||||||||
Line of credit facility, frequency of payments | monthly | |||||||||||||
Additional interest accrue percentage in event of default of payment of interest | 2.00% | |||||||||||||
Percentage of aggregate principal amount of term loans outstanding to be paid quarterly | 1.00% | |||||||||||||
Line of credit facility, Payment terms, description | Interest was paid-in-kind (“PIK”) during the 2017 Successor period through February 2018, and from August 2018 through Closing Date | |||||||||||||
PIK interest added to principal | $ 17,456,000 | $ 9,553,000 | ||||||||||||
Unamortized debt issuance costs | 255,000 | |||||||||||||
Debt instrument, maturity date | Feb. 2, 2022 | |||||||||||||
Debt instrument, maturity date, description | The Related Party Senior Term Loan mature(s) on the earlier of (i) February 2, 2022, (ii) the date the Related Party Senior Term Loan become due and payable in full, whether by acceleration or otherwise, or (iii) the date that is 90 calendar days (or such earlier or later date as may be determined in writing, provided the extension of the 90-day period is made before the maturity date) after any failure to pay the required principal installments | |||||||||||||
Related Party Senior Term Loan [Member] | LIBOR [Member] | If Paid in Cash [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, interest rate | 9.00% | |||||||||||||
Related Party Senior Term Loan [Member] | LIBOR [Member] | If Paid in Kind [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, paid in kind, interest rate | 11.00% | |||||||||||||
Related Party Revolving Credit Facility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, maturity start date | Feb. 2, 2022 | |||||||||||||
Line of credit principal amount | 49,825,000 | |||||||||||||
Line of credit facility, available borrowing capacity | 15,175,000 | |||||||||||||
Unamortized debt issuance costs | $ 8,758,000 | |||||||||||||
Revolving credit facility, commitment | $ 45,000,000 | $ 65,000,000 | ||||||||||||
Outstanding related party balance | $ 0 | |||||||||||||
accrued interest on the revolver | $ 139,000 | |||||||||||||
Number of lenders to whom the revolving commitment amount has been re-assigned | Lender | 2 | |||||||||||||
Related Party Revolving Credit Facility [Member] | Related Party Senior Term Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayment of outstanding loan in cash | $ 208,657,000 | |||||||||||||
Related Party Revolving Credit Facility [Member] | Common Class A [Member] | Related Party Senior Term Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayment of outstanding loan in shares | shares | 1,314,999 | |||||||||||||
Repayment of outstanding loan, price per share | $ / shares | $ 10 | |||||||||||||
Related Party Revolving Credit Facility [Member] | LIBOR [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, interest rate | 6.00% | |||||||||||||
Minimum [Member] | Second Lien Term Loan [Member] | USWS Holdings [Member] | Scenario, Forecast [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, available borrowing capacity | $ 20,000,000 | |||||||||||||
Maximum [Member] | Second Lien Term Loan [Member] | USWS Holdings [Member] | Scenario, Forecast [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, available borrowing capacity | $ 15,000,000 | |||||||||||||
USWS LLC [Member] | Amended and Restated Senior Secured Credit Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, initiation date | Feb. 2, 2017 | |||||||||||||
US Bank National Association | First Lien Credit Facility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issue costs write-off | $ 411,000 | |||||||||||||
US Bank National Association | Minimum [Member] | First Lien Credit Facility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, maturity start date | Feb. 2, 2020 | |||||||||||||
US Bank National Association | Maximum [Member] | First Lien Credit Facility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, maturity start date | May 31, 2020 | |||||||||||||
Lenders [Member] | Related Party Revolving Credit Facility [Member] | Related Party Senior Term Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayment of outstanding loan in cash | $ 13,150,000 |
Debt (Details1)
Debt (Details1) $ in Thousands | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 29,501 |
2020 | 98,438 |
2021 | 3,245 |
2022 | 1,654 |
2023 | 42 |
Principal Amount of Long-term Debt | $ 132,880 |
Shareholders' Equity and Member
Shareholders' Equity and Member's Interest (Details Narrative) - $ / shares | Mar. 13, 2019 | Dec. 31, 2017 | Dec. 31, 2018 | Feb. 01, 2017 |
Class Of Stock [Line Items] | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Preferred stock, authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock maximum trading period | 30 days | |||
Warrants issued to purchase stock | 1 | |||
Closing price per share | $ 24 | |||
Exercise price | $ 5.75 | $ 0.01 | ||
Warrants, year of expiration | 2005 | |||
Redemption price of outstanding warrants | $ 0.01 | |||
Long Term Incentive Plan [Member] | ||||
Class Of Stock [Line Items] | ||||
Shares of Restricted Stock Granted | 530,000 | |||
USWS Holdings [Member] | ||||
Class Of Stock [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 22.10% | |||
Membership Interests | 100.00% | |||
Public Warrants [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants outstanding | 32,500,000 | |||
Private Placement Warrant [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants outstanding | 15,500,000 | |||
Sponsor and Underwriter [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants issued to purchase stock | 15,500,000 | |||
Initial Public Offering [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants issued to purchase stock | 32,500,000 | |||
Common Class A [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, authorized | 400,000,000 | 400,000,000 | ||
Common stock, issued | 49,254,760 | |||
Common stock, outstanding | 49,254,760 | |||
Shares cancelled | 824,916 | |||
Shares of Restricted Stock Granted | 530,000 | |||
Common Class A [Member] | Long Term Incentive Plan [Member] | ||||
Class Of Stock [Line Items] | ||||
Common Stock Available For Issuance | 8,160,500 | |||
Common Class A [Member] | Subsequent Event [Member] | ||||
Class Of Stock [Line Items] | ||||
Exercise price | $ 0.13 | |||
Number of warrants exchanged | 10,864,391 | |||
Increase in shares issued and outstanding | 1,412,372 | |||
Common Class A [Member] | Stock Price Equaled or Exceeded 12.00 [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares outstanding subject to cancellation | 1,000,000 | |||
Closing price per share | $ 12 | |||
Common stock maximum trading period | 30 days | |||
Common Class A [Member] | Stock Price 13.50 [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares outstanding subject to cancellation | 609,677 | |||
Closing price per share | $ 13.50 | |||
Common Class B [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, authorized | 20,000,000 | 20,000,000 | ||
Common stock, issued | 0 | 13,937,332 | ||
Common stock, outstanding | 0 | 13,937,332 | ||
Common stock, voting rights | one | |||
Shares cancelled | 609,423 | |||
Class F Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Common stock, authorized | 10,000,000 | |||
Common stock, issued | 8,125,000 | |||
Common stock, outstanding | 8,125,000 | |||
Shares cancelled | 2,975,000 | |||
Shares converted | 5,150,000 |
Earning (Loss) Per Share - (Det
Earning (Loss) Per Share - (Details Narrative) - shares | Nov. 09, 2024 | Dec. 31, 2017 | Dec. 31, 2018 |
Earnings Per Share Basic [Line Items] | |||
Basic and diluted net income per share excludes the income attributable And shares associated to cancellation | (1,609,677) | (1,609,677) | |
Common Class A [Member] | Scenario, Forecast [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Basic and diluted net income per share excludes the income attributable And shares associated to cancellation | 1,609,677 | ||
Common Class A [Member] | Warrant [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Diluted net income per share excludes the effects of warrants to purchase | 24,000,000 |
Earning Per Share (Details)
Earning Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2017 | Feb. 01, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Basic Net Income Per Share | ||||||||||
Net loss | $ (47,323) | $ (10,544) | $ (937) | $ (7,092) | $ (93,622) | $ (93,622) | $ (65,896) | |||
Net loss attributable to cancellable Class A shares | 3,041 | 2,142 | ||||||||
Basic net loss attributable to U.S. Well Services, Inc. shareholders | $ (90,581) | $ (63,754) | ||||||||
Weighted average shares outsanding | 49,549,676 | 49,508,995 | ||||||||
Basic and diluted net income per share excludes the income attributable And shares associated to cancellation | (1,609,677) | (1,609,677) | ||||||||
Basic weighted average shares outstanding | 47,939,999 | 47,899,318 | ||||||||
Basic and diluted | $ (1.89) | $ (1.33) | ||||||||
Predecessor [Member] | ||||||||||
Basic Net Income Per Share | ||||||||||
Net loss | $ (5,654) | $ (5,654) | $ (95,404) | |||||||
Net loss attributable to cancellable Class A shares | 184 | 3,099 | ||||||||
Basic net loss attributable to U.S. Well Services, Inc. shareholders | $ (5,470) | $ (92,305) | ||||||||
Weighted average shares outsanding | 49,549,676 | 49,549,676 | ||||||||
Basic and diluted net income per share excludes the income attributable And shares associated to cancellation | (1,609,677) | (1,609,677) | ||||||||
Basic weighted average shares outstanding | 47,939,999 | 47,939,999 | ||||||||
Basic and diluted | $ (0.11) | $ (0.11) | $ (1.93) |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | Feb. 02, 2017 | Feb. 01, 2017 | Jan. 31, 2014 | Sep. 30, 2013 | Nov. 30, 2013 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2012 | Dec. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of units granted | 0 | |||||||||
Units vested | 70,800 | |||||||||
Unvested number of shares outstanding | 70,800 | 0 | ||||||||
Unvested number of shares forfeited | 0 | |||||||||
Predecessor [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of units granted | 0 | 0 | ||||||||
Units vested | 0 | 0 | ||||||||
Unvested number of shares outstanding | 99,485 | 99,485 | 99,485 | |||||||
Unrecognized compensation cost related to unvested unit awards | $ 3,078,000 | |||||||||
Unvested number of shares forfeited | 0 | 0 | ||||||||
Class G Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation to be recognized | $ 0 | |||||||||
Class G Units [Member] | Two Officers [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of units granted | 20,000 | |||||||||
Class G Units [Member] | First Officer [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Enterprise value | $ 450,000,000 | |||||||||
Class G Units [Member] | Second Officer [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Enterprise value | 500,000,000 | |||||||||
Class G Units [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ 2,613,000 | |||||||||
Series D Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ 565,000 | |||||||||
Units vested | 18,259 | |||||||||
Unvested number of shares forfeited | 81,226 | |||||||||
Series D Units [Member] | Predecessor [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Unvested number of shares outstanding | 65,064 | 99,485 | ||||||||
Series D Units [Member] | Officer [Member] | Predecessor [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of units granted | 37,329 | 293,323 | ||||||||
Units vested | 2,907 | |||||||||
Series D Units [Member] | Certain Officers and Key Employees [Member] | Predecessor [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Units vested | 110,088 | |||||||||
Restricted Stock [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock granted | 530,000 | |||||||||
Share price | $ 10 | |||||||||
Restricted Stock [Member] | Long Term Incentive Plan [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ 408,000 | |||||||||
Restricted Stock [Member] | Long Term Incentive Plan [Member] | Cost of Services [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | 121,000 | |||||||||
Restricted Stock [Member] | Long Term Incentive Plan [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ 287,000 | |||||||||
Restricted Stock [Member] | Long Term Incentive Plan [Member] | Common Class A [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock granted | 530,000 | |||||||||
Share price | $ 12 | |||||||||
Trading days | 20 days | |||||||||
Maximum trading period | 30 days | |||||||||
Stock-based compensation to be recognized | $ 4,622,000 | |||||||||
Share vesting period | 3 years | |||||||||
Restricted Stock [Member] | First Anniversary [Member] | Long Term Incentive Plan [Member] | Common Class A [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares vesting percentage | 33.33% | |||||||||
Restricted Stock [Member] | Second Anniversary [Member] | Long Term Incentive Plan [Member] | Common Class A [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares vesting percentage | 33.33% | |||||||||
Restricted Stock [Member] | Third Anniversary [Member] | Long Term Incentive Plan [Member] | Common Class A [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares vesting percentage | 33.33% | |||||||||
Transaction Bonus [Member] | Common Class A [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ 6,500,000 | |||||||||
Stock based compensation fair value per share | $ 10 | |||||||||
Transaction Bonus [Member] | Common Class A [Member] | Chief Executive Officer [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock granted | 650,000 | |||||||||
Performance Incentives [Member] | Class G Unit Agreements [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | 4,546,000 | $ 13,725,000 | ||||||||
Performance Incentives [Member] | Class G Unit Agreements [Member] | Cost of Services [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | 1,578,000 | 6,329,000 | ||||||||
Performance Incentives [Member] | Class G Unit Agreements [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ 2,968,000 | $ 7,397,000 | ||||||||
Performance Incentives [Member] | Class G Unit Agreements [Member] | Class G Units [Member] | Directors, Officers and Key Employees [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share vesting period | 4 years | |||||||||
Number of units granted | 85,800 | |||||||||
Performance Incentives [Member] | Class G Unit Agreements [Member] | Class G Units [Member] | Officer [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of units granted | 15,000 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested, Granted | shares | 530,000 |
Unvested units at end of period | shares | 530,000 |
Weighted-average grant-date fair value, Granted | $ / shares | $ 8.72 |
Weighted-average grant-date fair value units at end of period | $ / shares | $ 8.72 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details 1) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
USWS Starting Share Price | $ 10 |
Vesting Term | 3 years |
Expected Volatility | 61.40% |
Dividend Yield | 0.00% |
Risk-free Rate | 3.00% |
Share-Based Compensation (Det_4
Share-Based Compensation (Details 2) - $ / shares | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Unvested | ||||
Units at beginning of period | 70,800 | |||
Number of units granted | 0 | |||
Vested | (70,800) | |||
Forfeited | 0 | |||
Units at end of period | 70,800 | 0 | ||
Weighted-average grant-date fair value | ||||
Units at beginning of period | $ 225.69 | |||
Granted | 0 | |||
Vested | 225.69 | |||
Forfeited | 0 | |||
Units at end of period | $ 225.69 | $ 0 | ||
Predecessor [Member] | ||||
Unvested | ||||
Units at beginning of period | 99,485 | 99,485 | 99,485 | |
Number of units granted | 0 | 0 | ||
Vested | 0 | 0 | ||
Forfeited | 0 | 0 | ||
Units at end of period | 99,485 | 99,485 | ||
Weighted-average grant-date fair value | ||||
Units at beginning of period | $ 30.94 | $ 30.94 | $ 30.94 | |
Granted | 0 | 0 | ||
Vested | 0 | 0 | ||
Forfeited | 0 | 0 | ||
Units at end of period | $ 30.94 | $ 30.94 |
Share-Based Compensation (Det_5
Share-Based Compensation (Details 3) - Employee Stock Option [Member] | 11 Months Ended |
Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting Term | 5 years |
Risk-free interest rate, minimum | 1.77% |
Risk-free interest rate, maximum | 2.02% |
Expected equity volatility, minimum | 48.40% |
Expected equity volatility, maximum | 53.40% |
Dividend Yield | 0.00% |
Discount for lack of marketability, minimum | 23.00% |
Discount for lack of marketability, maximum | 25.50% |
Expected asset volatility, minimum | 34.30% |
Expected asset volatility, maximum | 34.80% |
Employee Benefit Plan - (Detail
Employee Benefit Plan - (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution | 100.00% | |||
Employer matching contributions | $ 2,360 | $ 3,610 | ||
Defined contribution plan, vesting period | 2 years | |||
Maximum [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan, percent of employees' gross pay | 6.00% | |||
Predecessor [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer matching contributions | $ 125 | $ 522 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |
U.S. federal net operating loss carryforwards | $ 89,210,000 | $ 0 |
State net operating loss carryforwards | 63,011,000 | 0 |
Deferred tax assets, valuation allowance | 36,507,000 | 0 |
Uncertain tax positions | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Tax Assets | ||
Net Operating Loss Carryforward | $ 20,686 | $ 0 |
Startup/Organization Expenses | 175 | 0 |
Investment in Partnership | 15,318 | 0 |
Attributes/Other | 328 | 0 |
Total Deferred Tax Assets | 36,507 | 0 |
Less Valuation Allowance | (36,507) | 0 |
Total Deferred Tax Assets, net | 0 | 0 |
Deferred Tax Liabilities | ||
Net Deferred Tax Assets | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Current | |||||
Federal | $ 0 | $ 0 | |||
State | 0 | 352,000 | |||
Total Current | 0 | 352,000 | |||
Deferred | |||||
Federal | 0 | 0 | |||
State | 0 | 0 | |||
Total Deferred | 0 | 0 | |||
Total | $ 352,000 | $ 0 | $ 352,000 | ||
Predecessor [Member] | |||||
Current | |||||
Federal | $ 0 | $ 0 | |||
State | 0 | 0 | |||
Total Current | 0 | 0 | |||
Deferred | |||||
Federal | 0 | 0 | |||
State | 0 | 0 | |||
Total Deferred | 0 | 0 | |||
Total | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Pre-tax loss | $ 51,889,000 | $ 10,544,000 | $ 937,000 | $ 7,092,000 | $ 93,622,000 | $ 70,462,000 |
Federal Provision/(Benefit) | (14,797,000) | |||||
Flow Through Income not Subject to Tax | 11,166,000 | |||||
State Income Taxes, net of Federal Benefit | 279,000 | |||||
Other | (74,000) | |||||
Valuation Allowance | 3,778,000 | |||||
Total | $ 352,000 | $ 0 | $ 352,000 | |||
Federal Provision/(Benefit) | 21.00% | |||||
Flow Through Income not Subject to Tax | (15.85%) | |||||
State Income Taxes, net of Federal Benefit | (0.40%) | |||||
Other | 0.11% | |||||
Valuation Allowance | (5.36%) | |||||
Total Expense | (0.50%) |
Commitments and Contingencies -
Commitments and Contingencies - (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Contracted | |
2019 | $ 87,346 |
2020 | 47,263 |
2021 | 33,795 |
2022 | 9,186 |
2023 | 2,625 |
Total | 180,215 |
Minimum Commitments | |
2019 | 32,648 |
2020 | 18,998 |
2021 | 14,448 |
2022 | 9,333 |
2023 | 2,667 |
Total | $ 78,094 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | ||||
Rent expense | $ 1,304 | $ 2,140 | ||
Estimated claims incurred, but not reported | 608 | 278 | ||
Cost of Services [Member] | ||||
Loss Contingencies [Line Items] | ||||
Rent expense | 1,062 | 1,915 | ||
Selling, General and Administrative Expenses [Member] | ||||
Loss Contingencies [Line Items] | ||||
Rent expense | $ 242 | $ 225 | ||
Predecessor [Member] | ||||
Loss Contingencies [Line Items] | ||||
Rent expense | $ 84 | $ 1,047 | ||
Predecessor [Member] | Cost of Services [Member] | ||||
Loss Contingencies [Line Items] | ||||
Rent expense | 64 | 803 | ||
Predecessor [Member] | Selling, General and Administrative Expenses [Member] | ||||
Loss Contingencies [Line Items] | ||||
Rent expense | $ 20 | $ 244 | ||
Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Term of operating leases for facilities | 24 months | |||
Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Term of operating leases for facilities | 76 months |
Commitments and Contingencies_3
Commitments and Contingencies - (Details1) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2019 | $ 1,815 |
2020 | 1,157 |
2021 | 651 |
2022 | 476 |
2023 | 288 |
Thereafter | 325 |
Total minimum future rentals | $ 4,712 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) $ in Thousands | Apr. 30, 2018USD ($) | Dec. 31, 2018Lender | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Number of lenders | Lender | 2 | |||
Predecessor [Member] | ||||
Due to related parties | $ 244 | $ 2,359 | ||
Dragon [Member] | ||||
Term of contract with customer | 2 years | |||
Cost of purchase | $ 39,200 | |||
Maximum [Member] | ||||
Sale of stock, percentage of ownership after transaction | 10.00% |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Feb. 01, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Schedule Of Quarterly Financial Information [Line Items] | ||||||||||||||
Revenue | $ 72,094,000 | $ 118,436,000 | $ 166,173,000 | $ 192,632,000 | $ 171,606,000 | $ 149,082,000 | $ 122,819,000 | $ 122,492,000 | $ 466,487,000 | $ 648,847,000 | ||||
Costs and expenses: | ||||||||||||||
Cost of services (excluding depreciation and amortization) | 64,461,000 | 105,788,000 | 137,452,000 | 151,363,000 | 138,428,000 | 123,511,000 | 100,556,000 | 105,597,000 | 394,125,000 | 533,031,000 | ||||
Depreciation and amortization | 16,533,000 | 30,893,000 | 26,765,000 | 24,862,000 | 25,920,000 | 29,416,000 | 23,513,000 | 22,968,000 | 92,430,000 | 108,440,000 | ||||
Selling, general and administrative expenses | 4,369,000 | 19,634,000 | 5,248,000 | 5,278,000 | 4,337,000 | 5,232,000 | 4,091,000 | 3,909,000 | 17,601,000 | 34,497,000 | ||||
Impairment loss on intangible assets | 20,247,000 | 20,247,000 | ||||||||||||
Loss on disposal of assets | 3,205,000 | 2,858,000 | (126,000) | 5,187,000 | 2,929,000 | 3,444,000 | 2,829,000 | 2,480,000 | 11,958,000 | 10,848,000 | ||||
Loss from operations | (16,474,000) | (40,737,000) | (3,166,000) | 5,942,000 | (8,000) | (12,521,000) | (8,170,000) | (32,709,000) | (69,874,000) | (37,969,000) | ||||
Interest expense, net | (3,530,000) | (10,964,000) | (7,387,000) | (6,884,000) | (7,401,000) | (7,288,000) | (6,444,000) | (5,699,000) | (22,961,000) | (32,636,000) | ||||
Loss on extinguishment of debt | (190,000) | (190,000) | ||||||||||||
Other income (expense) | 8,000 | 2,000 | 9,000 | 5,000 | 317,000 | (856,000) | 35,000 | 26,000 | (787,000) | 333,000 | ||||
Loss before income taxes | (51,889,000) | (10,544,000) | (937,000) | (7,092,000) | (93,622,000) | (70,462,000) | ||||||||
Income tax expense | 352,000 | 0 | 352,000 | |||||||||||
Net loss | $ (19,996,000) | (52,241,000) | (10,544,000) | (937,000) | (7,092,000) | $ (20,665,000) | $ (14,579,000) | $ (38,382,000) | (93,622,000) | (70,814,000) | ||||
Net loss attributable to noncontrolling interest | (4,918,000) | (4,918,000) | ||||||||||||
Net loss attributable to U.S. Well Services, Inc. | $ (47,323,000) | $ (10,544,000) | $ (937,000) | $ (7,092,000) | $ (93,622,000) | $ (93,622,000) | $ (65,896,000) | |||||||
Predecessor [Member] | ||||||||||||||
Schedule Of Quarterly Financial Information [Line Items] | ||||||||||||||
Revenue | $ 32,867,000 | $ 294,755,000 | ||||||||||||
Costs and expenses: | ||||||||||||||
Cost of services (excluding depreciation and amortization) | 28,053,000 | 262,311,000 | ||||||||||||
Depreciation and amortization | 4,920,000 | 66,084,000 | ||||||||||||
Selling, general and administrative expenses | 1,281,000 | 9,837,000 | ||||||||||||
Loss on disposal of assets | 201,000 | 6,560,000 | ||||||||||||
Loss from operations | (1,588,000) | (50,037,000) | ||||||||||||
Interest expense, net | (4,067,000) | (45,376,000) | ||||||||||||
Other income (expense) | 1,000 | 9,000 | ||||||||||||
Loss before income taxes | (5,654,000) | (95,404,000) | ||||||||||||
Income tax expense | 0 | 0 | ||||||||||||
Net loss | (5,654,000) | (95,404,000) | ||||||||||||
Net loss attributable to U.S. Well Services, Inc. | $ (5,654,000) | $ (5,654,000) | $ (95,404,000) |