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Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2019	Feb. 19, 2020	Jun. 28, 2019
Cover page.
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2019
Document Transition Report	false
Entity File Number	001-37936
Entity Registrant Name	SMART SAND, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-2809926
Entity Address, Address Line One	1725 Hughes Landing Blvd
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	The Woodlands
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77380
City Area Code	281
Local Phone Number	231-2660
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SND
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Public Float			$ 52,991,876
Entity Common Stock, Shares Outstanding		42,847,996
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Central Index Key	0001529628

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 2,639	$ 1,466
Accounts receivable, net	60,052	18,989
Unbilled receivables	4,765	7,823
Inventories	21,415	18,575
Prepaid expenses and other current assets	1,506	3,243
Total current assets	90,377	50,096
Property, plant and equipment, net	230,461	248,396
Intangible assets, net	9,046	18,068
Other assets	3,541	3,732
Total assets	361,603	320,292
Current liabilities:
Accounts payable	3,961	11,336
Accrued and other expenses	8,578	8,392
Deferred revenue, current	7,654	4,095
Long-term debt, net, current	6,175	829
Total current liabilities	40,018	24,652
Long-term debt, net	28,240	47,893
Deferred tax liabilities, long-term, net	24,021	17,898
Asset retirement obligation	6,142	13,322
Contingent consideration	1,900	7,167
Total liabilities	117,460	110,932
Commitments and contingencies (Note 17)
Stockholders’ equity
Common stock, $0.001 par value, 350,000,000 shares authorized; 40,975,408 issued and 40,234,451 outstanding at December 31, 2019; 40,673,513 issued and 39,974,478 outstanding at December 31, 2018	40	40
Treasury stock, at cost, 740,957 and 699,035 shares at December 31, 2019 and 2018, respectively	(2,979)	(2,839)
Additional paid-in capital	165,223	162,195
Retained earnings	81,900	50,277
Accumulated other comprehensive loss	(41)	(313)
Total stockholders’ equity	244,143	209,360
Total liabilities and stockholders’ equity	361,603	320,292
Operating right-of-use assets	28,178	0
Accrued Income Taxes, Current	542	0
Operating Lease, Liability, Current	13,108	0
Operating Lease, Liability, Noncurrent	15,469	0
Contract with Customer, Liability, Noncurrent	$ 1,670	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	350,000,000	350,000,000
Common stock, shares issued (in shares)	40,673,513	40,673,513
Common stock, shares outstanding (in shares)	39,974,478	39,974,478
Treasury stock, shares (in shares)	699,035	699,035

CONSOLIDATED INCOME STATEMENTS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Revenues	$ 233,073	$ 212,470	$ 137,212
Cost of goods sold	152,021	144,903	100,304
Gross profit	81,052	67,567	36,908
Operating expenses:
Salaries, benefits and payroll taxes	11,560	11,043	8,219
Depreciation and amortization	2,411	1,843	525
Selling, general and administrative	11,328	12,825	9,459
Change in the estimated fair value of contingent consideration	(3,272)	(1,858)	0
Impairment loss	15,542	17,835	0
Total operating expenses	37,569	41,688	18,203
Operating income	43,483	25,879	18,705
Other income (expenses):
Interest expense, net	(3,621)	(2,266)	(450)
Loss on extinguishment of debt	(561)	0	0
Other income	131	197	462
Total other income (expenses), net	(4,051)	(2,069)	12
Income before income tax expense (benefit)	39,432	23,810	18,717
Income tax expense (benefit)	7,809	5,122	(2,809)
Net income	$ 31,623	$ 18,688	$ 21,526
Net income per common share:
Basic (in dollars per share)	$ 0.79	$ 0.46	$ 0.54
Diluted (in dollars per share)	$ 0.78	$ 0.46	$ 0.53
Weighted-average number of common shares:
Basic (in shares)	40,135	40,427	40,208
Diluted (in shares)	40,337	40,449	40,304

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Statement of Comprehensive Income [Abstract]
Net income	$ 31,623	$ 18,688	$ 21,526
Other comprehensive income:
Foreign currency translation adjustment	272	(313)	0
Comprehensive income	$ 31,895	$ 18,375	$ 21,526

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Loss	Restricted Stock	Restricted Stock Common Stock	Restricted Stock Treasury Stock
Beginning balance (in shares) at Dec. 31, 2016		38,816,474	67,594
Beginning balance at Dec. 31, 2016	$ 142,442	$ 39	$ (539)	$ 132,879	$ 10,063	$ 0
Increase (Decrease) in Stockholders' Equity
Foreign currency translation adjustment	0
Vesting of restricted stock (in shares)		90,017
Proceeds from equity issuance, net of transaction costs (in shares)		1,500,000
Proceeds from equity issuance, net of transaction costs	24,169			24,168
Stock-based compensation	1,973			1,973
Employee stock purchase plan compensation	39			39
Restricted stock buy back (in shares)		13,458	13,458
Restricted stock buy back	(127)		$ (127)
Net income	21,526				21,526
Ending balance (in shares) at Dec. 31, 2017		40,393,033	81,052
Ending balance at Dec. 31, 2017	190,022	$ 40	$ (666)	159,059	31,589	0
Increase (Decrease) in Stockholders' Equity
Foreign currency translation adjustment	(313)					(313)
Vesting of restricted stock (in shares)		177,464					177,000
Stock-based compensation	2,937			2,937
Employee stock purchase plan compensation	72			72
Employee stock purchase plan issuance (in shares)		21,964
Employee stock purchase plan issuance	127			127
Restricted stock buy back (in shares)		588,200	588,200					29,783	29,783
Restricted stock buy back	(1,999)		$ (1,999)				$ (174)		$ (174)
Net income	18,688				18,688
Ending balance (in shares) at Dec. 31, 2018		39,974,478	699,035
Ending balance at Dec. 31, 2018	209,360	$ 40	$ (2,839)	162,195	50,277	(313)
Increase (Decrease) in Stockholders' Equity
Foreign currency translation adjustment	272					272
Vesting of restricted stock (in shares)		260,820					261,000
Stock-based compensation	2,909			2,909
Employee stock purchase plan compensation	41			41
Employee stock purchase plan issuance (in shares)		41,075
Employee stock purchase plan issuance	78			78
Restricted stock buy back (in shares)								41,922	41,922
Restricted stock buy back							$ (140)		$ (140)
Net income	31,623				31,623
Ending balance (in shares) at Dec. 31, 2019		40,234,451	740,957
Ending balance at Dec. 31, 2019	$ 244,143	$ 40	$ (2,979)	$ 165,223	$ 81,900	$ (41)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2017 USD ($)
Statement of Stockholders' Equity [Abstract]
Stock-based compensation tax expense	$ 24

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating activities:
Net income	$ 31,623	$ 18,688	$ 21,526
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and accretion of asset retirement obligation	26,425	17,159	7,926
Impairment loss	15,542	17,835	0
Amortization of intangible assets	1,398	1,002	0
Asset retirement obligation settlement	(2,753)	(3,180)	0
(Gain) loss on disposal of assets	(42)	321	253
Loss on extinguishment of debt	561	0	0
Provision for bad debt	0	42	0
Amortization of deferred financing cost	212	300	455
Accretion of debt discount	649	246	0
Deferred income taxes	6,123	4,659	(1,805)
Stock-based compensation, net	2,909	2,937	2,012
Employee stock purchase plan compensation	41	72	0
Change in contingent consideration fair value	(3,272)	(1,858)	0
Changes in assets and liabilities:
Accounts receivable	(41,063)	4,457	(18,038)
Unbilled receivables	3,058	(6,631)	(788)
Inventories	(1,021)	(7,343)	4,407
Prepaid expenses and other assets	1,875	(1,761)	(3,394)
Deferred revenue	5,229	4,095	(1,615)
Accounts payable	(4,680)	(2,271)	9,356
Accrued and other expenses	1,277	2,140	2,391
Income taxes payable	542	0	(7,058)
Net cash provided by operating activities	44,633	50,909	15,628
Investing activities:
Acquisition of businesses, net of cash acquired	0	(29,921)	0
Purchases of property, plant and equipment	(25,525)	(96,090)	(51,162)
Proceeds from disposal of assets	100	22	14
Net cash used in investing activities	(25,425)	(125,989)	(51,148)
Financing activities:
Proceeds from the issuance of notes payable	31,202	0	0
Repayments of notes payable	(2,808)	(559)	(282)
Payments under equipment financing obligations	(103)	(168)	(353)
Payment of deferred financing and debt issuance costs	(2,262)	(233)	(193)
Proceeds from revolving credit facility	52,750	84,000	0
Repayment of revolving credit facility	(94,750)	(39,500)	0
Payment of contingent consideration	(1,995)	(175)	0
Proceeds from equity issuance	71	127	26,251
Payment of equity transaction costs	0	0	(2,083)
Purchase of treasury stock	(140)	(2,173)	(127)
Net cash (used in) provided by financing activities	(18,035)	41,319	23,213
Net increase (decrease) in cash and cash equivalents	1,173	(33,761)	(12,307)
Cash and cash equivalents at beginning of year	1,466	35,227	47,534
Cash and cash equivalents at end of year	$ 2,639	$ 1,466	$ 35,227

Organization and Nature of Business	12 Months Ended
Organization and Nature of Business	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Business	Organization and Nature of Business The Company was incorporated in July 2011 and is headquartered in The Woodlands, Texas. The Company is a fully integrated frac sand supply and services company, offering complete mine to wellsite logistics solutions. The Company is engaged in the excavation, processing and sale of sand, or proppant, for use in hydraulic fracturing operations for the oil and natural gas industry. Its integrated Oakdale facility, with on-site rail infrastructure and wet and dry sand processing facilities, has access to two Class I rail lines and enables the Company to process and cost effectively deliver products to its customers. The Company also offers proppant logistics solutions to its customers through, among other things, its in-basin transloading terminal and its SmartSystems^TM wellsite proppant storage solution capabilities. The Company completed construction of the first phase of its mine and processing facility near Oakdale, Wisconsin and commenced operations in July 2012, and subsequently expanded its operations in 2014, 2015 and 2018. Currently the Company’s annual processing capacity is approximately 5.5 million tons. In March 2018, the Company acquired the rights to operate a unit train capable transloading terminal in Van Hook, North Dakota to service the Bakken Formation in the Williston Basin and began providing Northern White Sand in-basin in April 2018. In June 2018, the Company acquired substantially all of the assets of Quickthree Solutions, Inc., (“Quickthree”) a manufacturer of portable vertical proppant storage solution systems. Quickthree formed the basis for the Company's SmartSystems under which it offers various proppant storage solutions that create efficiencies, flexibility, enhanced safety and reliability for customers by providing the capability to unload, store and deliver proppant at the wellsite, as well as the ability to rapidly set up, takedown and transport the entire system. The SmartDepot^TM silo includes passive and active dust suppression technology, along with the capability of a gravity-fed operation.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements (“financial statements”) of the Company have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. The accompanying financial statements include those of our controlled subsidiaries. The intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include, but are not limited to; the sand reserves and their impact on calculating the depletion expense under the units-of-production method; the depreciation and amortization associated with property, plant and equipment and definite-lived intangible assets, impairment considerations of assets (including impairment of identified intangible assets, goodwill and other long-lived assets); estimated cost of future asset retirement obligations; stock-based compensation; recoverability of deferred tax assets; inventory reserve; collectability of receivables; and certain liabilities. Actual results could differ from management’s best estimates as additional information or actual results become available in the future, and those differences could be material.

Going Concern

Management evaluates at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Management’s evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the consolidated financial statements are issued. In the September 30, 2019 interim financial statements, the Company reported that there was a substantial doubt raised regarding the Company's ability to continue as a going concern due to the short-term maturity of its Former Credit Facility. The Former Credit Facility has been paid in full and terminated using proceeds from the Oakdale Equipment Financing. See Note 8 - Debt, for additional information. Management has concluded that there are no conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern within one year after the date of these financial statements.

Revenue Recognition

On January 1, 2018, the Company adopted ASC 606, “Revenue from Contracts with Customers” and all the related amendments thereto, using the modified retrospective method. There was no adjustment made to the opening balance of retained earnings as a result of applying ASC 606. Results for reporting periods beginning January 1, 2018 are presented under ASC 606, while the comparative information is not restated and will continue to be reported under the accounting standards in effect for those periods.

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our customers, the amount of which reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Sand Sales Revenue

The Company derives its sand sales revenue by mining and processing sand. Its revenues are primarily a function of the price per ton realized and the volumes sold. For sand delivered FCA at the origination point at the Company’s facility, title passes as the product is loaded into railcars hired by the customer or provided by the Company and revenue is recognized when title transfers at the Company’s facility. For sand delivered in-basin, the Company recognizes the revenue when title passes at the destination. The amount invoiced reflects product, transportation and any other additional handling services, such as storage or transloading the product from railcar to truck.

Prices under the Company’s long-term agreements with customers are generally indexed to the Average Cushing Oklahoma WTI Spot Prices and contain provisions allowing for adjustments including: (i) annual percentage price increases; and/or (ii) market factor adjustments, including a natural gas surcharge/reduction and a propane surcharge/reduction which are applied if the Average Natural Gas Price or the Average Quarterly Mont Belvieu TX Propane Spot Price, respectively, as listed by the U.S. Energy Information Administration, are above or below the applicable benchmark set forth in the contract for the preceding calendar quarter.

The Company requires certain customers to pay a fixed-price monthly reservation charge based on a minimum contractual volume over the remaining life of their contract, which may be applied as a per ton credit to the sales price up to a certain contractually specified monthly volume or credited against any applicable shortfall payments. The Company recognizes revenue when the customer no longer has the right to use the reservation charge towards sand sales or shortfall payments.

Shortfall Revenue

The Company’s shortfall revenues are related to minimum commitments under take-or-pay contracts and based on negotiated contract terms and are recognized when rights of use are expired. The Company recognizes revenue to the extent of the unfulfilled minimum contracted quantity at the shortfall price per ton as stated in the contract.

Logistics Revenue

Logistics revenue includes railcar usage revenue, transportation revenue and SmartSystems revenue.

Railcar usage revenue consists of revenue derived from the usage of the Company’s railcars by customers under long-term contracts or on an as-used basis. Based on the customer contract, the Company either recognizes revenue on the usage of railcars based on when the terms of the agreement state that the railcar is available to the customer for use, or based on a specified price per ton shipped.

Transportation revenue consists primarily of railway transportation and transload services to deliver products to customers. The Company’s transportation revenue fluctuates based on many factors, including the volume of product it transports and the distance between its plant and customers.

SmartSystems revenues consists primarily from the rental of our patented SmartSystems equipment to customers, which is typically earned under fixed monthly fees and services related to delivery, proppant management and maintenance on the equipment. Revenues are recognized as the performance obligations are satisfied under the terms of the customer contract.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables and deferred revenue on the consolidated balance sheet. For the Company’s sand sales, amounts are billed as sand is loaded on the railcars to fill customer orders for FCA origination point sales or when sand is received at the destination for DAP or DAT destination point sales and recorded as accounts receivable. For the Company’s freight revenue, amounts billed depend on the shipping terms and are recorded as receivables accordingly. Generally, billing occurs subsequent to revenue recognition, though certain billing occurs in advance, resulting in unbilled receivables and deferred revenue, respectively. In addition, the Company sometimes receives shortfall payments from its customers and recognizes the revenue once the rights of use are expired.

Deferred Revenues

The Company receives advance payments from certain customers in order to secure and procure a reliable provision and delivery of product. The Company classifies such advances as current or noncurrent liabilities depending upon the anticipated timing of delivery of the supplied product. Deferred revenue is recognized as revenue when performance obligations are met in accordance with the contract.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in accordance with ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied. The Company’s contracts may include a single performance obligation in a single contract whereby the allocation of transaction price is not necessary. The Company's contracts may also contain multiple elements in a single contract or multiple contracts. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product or service is transferred to the customer, in satisfaction of the corresponding performance obligations. The Company expects to recognize approximately 67% of its remaining performance obligations under existing contracts as revenue in 2020 and expects to recognize the remaining 33% as revenue by 2023.

Significant Judgments

Accounting for long-term contracts involves the use of various techniques to estimate total contract revenue, costs and satisfaction of performance obligations. The Company satisfies its performance obligation and subsequently recognizes revenue, at a point in time, upon shipment of the products as the customer obtains control over the goods once the sand is loaded into the railcars or sand is delivered to the customer’s destination. In the case of sand being delivered to customers, the transaction price is variable in nature and is directly tied to the Average Cushing Oklahoma WTI Spot Prices per barrel. There were no changes to the significant judgments used by the Company to determine the timing of satisfaction of the performance obligation under ASC 606.

Cash, Cash Equivalents and Restricted Cash

The Company considers all short-term, highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no restricted cash as of December 31, 2019 or 2018. Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits.

Accounts and Unbilled Receivables

Accounts receivable represents customer transactions that have been invoiced as of the balance sheet date; unbilled receivables represent customer transactions that have not yet been invoiced as of the balance sheet date. Accounts receivable are due within 30 days, or in accordance with terms agreed upon with customers, and are stated at amounts due from customers net of any allowance for doubtful accounts. The Company considers accounts outstanding longer than the payment terms past due. The Company determines the allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, a customer’s current ability to pay its obligation, and the condition of the general economy and the industry as a whole. Accounts receivable are written off when they are deemed uncollectible, and payments subsequently received on such receivables are credited to bad debt expense. As of December 31, 2019 and 2018, the Company recorded an allowance for doubtful accounts of $0 and $42, respectively. As of December 31, 2019 and 2018, the amount of unbilled receivables included in deferred revenue was $2,282 and $578, respectively. As of December 31, 2019 and 2018,

respectively, $37,422 and $3,237 of accounts and unbilled receivables were from a customer with which we have pending litigation. See Note 17 - Commitments and Contingencies for additional information.

Transportation

Transportation costs are classified as cost of goods sold. Transportation costs consist of railway transportation and transload costs to deliver products to customers. Cost of sales generated from shipping was $76,643, $70,532 and $50,313 for the years ended December 31, 2019, 2018 and 2017, respectively.

Inventories

The Company’s sand inventory consists of raw material (sand that has been excavated but not processed), work-in-progress (sand that has undergone some but not all processing) and finished goods (sand that has been completely processed and is ready for sale). Costs applied to sand inventory include direct excavation costs, processing costs, overhead allocation, depreciation and depletion, transportation and additional service costs, as applicable. Stockpile tonnages are calculated by measuring the number of tons added and removed from the stockpile. Costs are calculated on a per ton basis and are applied to the stockpiles based on the number of tons in the stockpile. The Company performs monthly physical inventory measurements to verify the quantity of sand inventory on hand. Due to variation in sand density and moisture content and production processes utilized to manufacture the Company’s products, physical inventories will not necessarily detect all variances. To mitigate this risk, the Company recognizes a yield adjustment on its inventories. Sand inventory is stated at the lower of cost or net realizable value using the average cost method. For the years ended December 31, 2019 and 2018, respectively, the Company had no write-down of inventory as a result of any lower of cost or market assessment.

The spare parts inventory consists of critical spare parts. Spare parts inventory is accounted for on a first-in, first-out basis at the lower of cost or net realizable value.

Deferred Financing Charges

Direct costs incurred in connection with the Company's debt are capitalized amortized using the straight-line method, which approximates the effective interest method, over the term of the debt. Amortization expense of the deferred financing charges of $861, $546, and $455 are included in interest expense as of December 31, 2019, 2018 and 2017, respectively. Costs related to the Oakdale Equipment Financing are presented net of the related debt and costs related to the ABL Credit Facility are presented in other assets on the balance sheet.

Financial Instruments

The carrying value of the Company’s financial instruments, consisting of cash, accounts receivable, accounts payable and accrued expenses, approximates their fair value due to the short maturity of such instruments. Financial instruments also consist of debt for which fair value approximates carrying values as the debt bears interest at fixed or variable rates which are reflective of current rates otherwise available to the Company. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Costs related to researching, surveying, drilling, and related activities are recorded at cost and capitalized once a determination has been made that the Company’s property has proven and probable reserves. Capitalized mining costs are depleted using the units-of-production method. Construction in progress is primarily comprised of machinery and equipment which has not been placed in service and is not depreciated until the related assets or improvements are ready to be placed in service. Depreciation is calculated using the straight-line method over the estimated useful lives of the property, plant and equipment, which are:


			Years
Land improvements			10
Plant and buildings			5-15
Real estate properties			10-40
Railroad and sidings			30
Vehicles			3-5
Machinery, equipment and tooling			3-15
Wellsite proppant storage solutions			5-15
Furniture and fixtures			3-10
Deferred mining costs			3

Expenditures for maintenance and repairs are charged against income as incurred; betterments that increase the value or materially extend the life of the related assets are capitalized. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is recognized in the consolidated income statements.

Acquisitions

The Company determines whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, contingent considerations and any non-controlling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and expenses acquisition-related costs and fees associated with business combinations in the period in which they are incurred.

Long-Lived Assets, Including Definite-Lived Intangible Assets

Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Definite-lived intangible assets primarily consist of developed technology and customer relationships. For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value.

Acquired finite-lived intangible assets are amortized on a straight-line basis over the following periods:


						Estimated Useful Life (Years)
Developed technology						13
Customer relationships						1

In 2019, the Company recorded impairment losses of $15,542 of which $7,628 related to finite-lived developed technology intangible assets in intangible assets, net on the balance sheet and $7,914 related to its Hixton, Wisconsin property in property. plant and equipment, net on the balance sheet. The impairment of the finite-lived intangible assets is from developed technology allocated to the Quickload acquired in connection with the acquisition of Quickthree in 2018. The

Company is developing and testing a new transload technology and no longer plans to actively market the Quickload and as such, all developed technology intangible assets related to the Quickload were fully impaired during the third quarter of 2019. In the fourth quarter of 2019, the Company determined that the carrying amount of the Hixton, Wisconsin property may not be fully recoverable as the Company has no immediate plans to further develop the site. The Company determined the fair value of the Hixton, Wisconsin property based on market prices for similar properties sold in the area and recorded an impairment loss for the amount which the carrying value exceeded the fair value.

Goodwill and Other Indefinite-Lived Intangible Assets

The Company conducts its evaluation of goodwill and other indefinite-lived intangible assets at the reporting unit level on an annual basis as of December 31 and more frequently if events or circumstances indicate that the carrying value of a reporting unit exceeds its fair value. Prior to performing an impairment test, the Company assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment determines that an impairment is more likely than not, the Company performs a quantitative comparison of the fair value with the carrying amount, including goodwill. If this comparison reflects impairment, then the loss would be measured as the excess of recorded goodwill, or other intangible assets with indefinite lives, over its fair value. See Note 6 - Intangible Assets, net for additional information.

In 2018 the Company fully impaired its goodwill and other indefinite-lived intangible assets. During the second half of 2018, the Company saw a decline in demand for frac sand, consistent with the industry as a whole, which resulted in a decline in the Company’s stock price near the measurement date. The decline in the Company’s stock price near the measurement date and the relationship between the resulting market capitalization and the equity recorded on the Company’s balance sheet resulted in a full impairment of goodwill and other indefinite-lived intangible assets in 2018.

Leases

Lessee

The Company uses leases primarily to procure certain office space, railcars and heavy equipment as part of its operations. The majority of its lease payments are fixed and determinable with certain of its lease payments containing immaterial variable payments based on the number of hours the equipment is used. Certain of its leases have options that allow for renewal at market rates, purchase at fair market value or termination of the lease. The Company must determine that it is reasonably certain that a lease option will be exercised for such an option to be included in the right-of-use asset or lease liability. The Company is not reasonably certain that any of its lease options will be exercised and, as such, has not included those options in its right-of-use assets or lease liabilities. Certain of its equipment leases contain residual value guarantees which guarantee various parts of heavy equipment will have a remaining life when the equipment is returned to the lessor. It is possible that the Company could owe additional amounts to the lessor upon return of equipment. There are no restrictions or covenants imposed by any of the Company’s leases.

The Company evaluates contracts during the negotiation process and when they are executed to determine the existence of leases. A contract contains a lease when it conveys the right to use property, plant or equipment for a stated period of time in exchange for consideration. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The Company recognizes lease expense on a straight-line basis over the term of the lease. The Company evaluates the classification of its leases at the commencement date and includes both lease and non-lease components in its calculation of consideration in the contract for all classes of operating leases.

The Company applies a single discount rate to all operating leases, which is its incremental borrowing rate. The Company determined its incremental borrowing rate based on an average of collateralized borrowing rates offered by various lenders. The Company considered the nature of the assets and the life of the leases and determined that there is no significant difference in the incremental borrowing rate among its classes of assets. See Note 9 — Leases for additional disclosures regarding the Company’s leasing activity.

The Company is obligated under certain contracts for minimum payments for the right to use land for extractive activities, which is not within the scope of leases under ASC 842. See Note 17 — Commitments and Contingencies for additional disclosures regarding these obligations.

Lessor

The Company manufactures SmartSystems and offers the equipment for lease. The Company negotiates the terms of its leases on a case-by-case basis. There are no significant options that are reasonably certain to be exercised, residual value guarantees, restrictions or covenants in its lease contracts and have, therefore, not been included in its accounting for the leases. All of our SmartSystems are leased under operating leases.

Fair Value Measurements

The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-recurring basis into a three-level fair value hierarchy, of which the first two are considered observable and the last unobservable, which are as follows:

•Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

•Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs corroborated by observable market data for substantially the full term of the assets or liabilities; and

•Level 3—Unobservable inputs that reflect the Company’s assumptions that market participants would use in pricing assets or liabilities based on the best information available.

Contingent Consideration

The Company’s contingent consideration is measured at fair value on a recurring basis and is comprised of payments for production of silos and related equipment during the three-year period after the Quickthree acquisition (Note 3). Contingent liabilities are valued using significant inputs that are not observable in the market, which are defined as Level 3 inputs according to fair value measurement accounting. The Company used a probability-weighted average between 11 and 20 manufactured fleets over the remaining earnout period as the basis of its fair value determination. The actual contingent consideration could vary from the determined amount based on the actual number of silos and related equipment produced and the timing thereof.

The fair value of the Company’s financial instruments carried at fair value were as follows:


	December 31, 2019		Level 1		Level 2		Level 3
Contingent consideration	$	1,900	$	—	$	—	$	1,900
Total liabilities	$	1,900	$	—	$	—	$	1,900

The following table provides a summary of changes in the fair value of the Company’s Level 3 financial instruments for the year ended December 31, 2019:


Balance as of December 31, 2018	$	7,167
Payment of contingent consideration	(1,995)
Fair value adjustment	(3,272)
Balance as of December 31, 2019	$	1,900

Asset Retirement Obligation

The Company estimates the future cost of dismantling, restoring and reclaiming operating excavation sites and related facilities in accordance with federal, state and local regulatory requirements and recognizes reclamation obligations when disturbance occurs and records them as liabilities at estimated fair value. In addition, a corresponding increase in the carrying amount of the related asset is recorded and depreciated over such asset’s useful life or the estimated number of years of extraction. The reclamation liability is accreted to expense over the estimated productive life of the related asset and is subject to adjustments to reflect changes in value resulting from the passage of time and revisions to the estimates of either the timing

or amount of the reclamation costs. Changes in estimates at inactive mines or mining areas are reflected in earnings in the period an estimate is revised. If the asset retirement obligation is settled for more or less than the carrying amount of the liability, a loss or gain will be recognized, respectively.

At December 31, 2019, the Company updated its reclamation plan for certain of the Company’s asset retirement obligations which resulted in a reduction to the asset retirement obligation by $9,828. There was no effect on the income statement in the current period for this change in estimate but there will be a reduction to the amount of depreciation and accretion expense recorded in future periods as a result of this change in estimate.

Stock-Based Compensation

The Company issues restricted stock to certain employees and members of the board of directors of the Company (the “Board”) for their services on the Board. The Company estimates the grant date fair value of each share of restricted stock at issuance. For awards subject to service-based vesting conditions, the Company recognizes, in the consolidated income statements, stock-based compensation expense equal to the grant date fair value of the award on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense on a straight-line basis when it is probable that the performance condition will be achieved. Forfeitures are accounted for when they occur. The Company uses the market price of its shares as the grant date fair value for restricted stock awards.

Income Taxes

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The SEC subsequently issued Staff Accounting Bulletin 118, which allows issuers a one year measurement period to record adjustments related to the Tax Reform Act. As a result of the Tax Reform Act, the Company recorded a tax benefit of approximately $8,500 due to a re-measurement of deferred tax assets and liabilities in the fourth quarter of 2017. The Company has finalized the accounting for income taxes for the Tax Reform Act with no material adjustments to the provisional amounts recorded.

The Company applies the provisions of ASC 740, “Income Taxes” (“ASC 740”), which principally utilizes a balance sheet approach to provide for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of net operating loss carryforwards and temporary differences between the carrying amounts and the tax bases of assets and liabilities.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The impact of an uncertain income tax position on the income tax returns must be recognized at the largest amount that is more-likely-than-not to be required to be recognized upon audit by the relevant taxing authority. This standard also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition issues with respect to tax positions. The Company includes interest and penalties as a component of income tax expense in the consolidated income statements. For the periods presented, no interest and penalties were recorded.

Environmental Matters

The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. Management has established procedures for the ongoing evaluation of the Company’s operations, to identify potential environmental exposures and to comply with regulatory policies and procedures. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and do not contribute to current or future revenue generation are expensed as incurred. Liabilities are recorded when environmental costs are probable, and the costs can be reasonably estimated. The Company maintains insurance which may cover, in whole or in part, certain environmental expenditures. As of December 31, 2019 and 2018, there were no material probable environmental matters.

Segment Information

Reportable operating segments are identified as components of an enterprise about which separate discrete financial information is available and utilized by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company and the Chief Executive Officer view the Company’s operations and manage its business as one reportable operating segment.

Basic and Diluted Net Income Per Share of Common Stock

Basic net income per share of common stock is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of restricted stock. Diluted net income per share of common stock is computed by dividing the net income attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of restricted stock outstanding during the period calculated in accordance with the treasury stock method, although these shares and restricted stock are excluded if their effect is anti-dilutive. The number of shares underlying equity-based awards that were excluded from the calculation of diluted earnings per share for the years ended December 31, 2019, 2018, 2017 was 764, 854 and 251, respectively as their effect would be anti-dilutive. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic net income per share to the weighted average common shares outstanding used in the calculation of diluted net income per share:


	Year Ended December 31,
	2019	2018	2017
Weighted average common shares outstanding	40,135	40,427	40,208

Assumed conversion of restricted stock	202	22	96
Diluted weighted average common stock outstanding	40,337	40,449	40,304

Reclassification

Certain financial statement items have been reclassified to conform to the current financial statement presentation. These reclassifications have no effect on previously reported net income.

Recent Accounting Pronouncements

Adopted

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which modifies disclosure requirements for fair value measurements by removing the disclosure of the valuation process for Level 3 fair value measurements, among other disclosure modifications. The guidance is effective for the financial statements periods beginning after December 15, 2019, although early adoption is permitted. The Company early adopted ASU 2018-13 on December 31, 2019 and fair value disclosures in these financial statements have been updated accordingly. The changes in disclosures are immaterial.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and related amendments, which replaced the existing guidance in ASC 840, Leases. ASU 2016-02 requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. The new lease standard does not substantially change lessor accounting. The new standard is effective for interim and annual reporting periods beginning after December 15, 2018. The Company adopted ASU 2016-02 and its related updates on January 1, 2019 using the optional transition practical expedients, which allow the Company to use the existing lease population, classification and determination of initial direct costs when calculating the lease liability and right-of-use asset balances. The Company also used the optional transition method, which allows the Company to initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. There was no adjustment made to the opening balance of retained earnings. The Company has implemented new accounting policies and software to facilitate the recording and reporting of lease transactions and balances. The Company recorded initial operating right-of-use assets of $35,939 and related lease liabilities of $36,484 on its consolidated balance sheet on January 1, 2019. New disclosures are included in Note 9 to these financial statements.

Not yet adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which modifies how companies recognize expected credit losses on financial instruments and other commitments to extend credit held by an entity at each reporting date. Existing GAAP requires an “incurred loss” methodology whereby companies are prohibited from recording an expected loss until it is probable that the loss has been incurred. ASU 2016-13 requires companies to use a methodology that reflects current expected credit losses (“CECL”) and requires consideration of a broad range of reasonable and supportable information to record and report credit loss estimates, even when the CECL is remote. Companies will be required to record the allowance for credit losses and deduct that amount from the basis of the asset and a related expense will be recognized in selling, general and administrative expenses on the income statement, similar to bad debt expense under

existing GAAP. There is much latitude given to entities in determining the methodology for calculating the CECL. The guidance is effective for the Company for financial statement periods beginning after December 15, 2020, although early adoption is permitted. While the Company is still in the process of evaluating the effects of ASU 2016-13 and its related updates on its consolidated financial statements, it believes the primary effect will be an allowance recorded against its accounts and unbilled receivables on its balance sheet and related expense on its income statement upon adoption. The Company cannot determine the financial impact on its consolidated financial statements upon adoption as its accounts and unbilled receivables balances are affected by ongoing transactions with customers.

Acquisitions

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Acquisitions

Asset Acquisition - Van Hook Crude Terminal, LLC

The acquisition of the assets of Van Hook Crude Terminal, LLC occurred on March 15, 2018. The Company acquired all of the rights, title, and interest in certain properties and assigned contracts (collectively, the “Assets”) for a total consideration of $15,549 in cash.

The acquisition cost has been allocated over the assets as set forth below.


Machinery, equipment and tooling	$	1,478
Plant and building	1,407
Railroad and sidings	9,926
Land improvements	2,738
Total assets acquired	$	15,549

Business Combination - Quickthree Solutions Inc.

On June 1, 2018, the Company acquired substantially all of the assets of Quickthree Solutions, Inc., a manufacturer of portable vertical frac sand storage solution systems.

The aggregate purchase price consisted of approximately $30,000 cash paid at closing, subject to adjustment based upon Quickthree’s closing date working capital, and up to $12,750 in potential earn-out payments over a three-year period after closing. Payment of the earn-out is based upon the production of silos and related equipment during the earn-out period. The closing portion of the purchase price was paid using cash on hand and advances under the Company’s Credit Facility. The Company expects the earn-out portion of the purchase price to be paid using cash on hand, equipment financing options available to the Company and advances under the Company’s Credit Facility. Goodwill in this transaction is attributable to planned expansion into the wellsite storage solutions market, and is fully deductible for tax purposes.

The table below presents the calculation of the total purchase consideration:


Base price - cash	$	30,000
Contingent consideration – earnout	9,200
Working capital adjustment	(122)
Total purchase consideration	$	39,078

The Company’s allocation of the purchase price in connection with the acquisition was calculated as follows.


	Fair Value		Useful Life
Assets Acquired
Accounts receivable	$	112
Inventory	1,700
Prepaid expenses and other current assets	126
Total current assets acquired	$	1,938
Property, plant and equipment	740
Customer relationships	270		1 year
Developed technology	18,800		13 years
Trade name	900		Indefinite
Goodwill	16,935
Other assets	225
Total non-current assets acquired	37,870
Total assets acquired	$	39,808

Liabilities Assumed
Accounts payable	$	331
Accrued and other expenses	399
Total liabilities assumed	730
Estimated fair value of net assets acquired	$	39,078

The purchase price allocation was considered complete as of December 31, 2018. Total acquisition costs for the Quickthree acquisition incurred during the years ended December 31, 2019 and 2018 were $0 and $1,159, respectively, which are included in selling, general and administrative expense on the Company’s consolidated income statements. The goodwill and trade name were fully impaired as of December 31, 2018 and $8,500 of gross intangible assets related to developed technology were impaired in the year ended December 31, 2019. See Note 6 — Intangible Assets, net for additional information.

The Company determined the fair value of the contingent consideration to be $9,200 at the June 1, 2018 acquisition date and recorded it as a liability in the Company’s consolidated balance sheets. Each reporting period, the Company reassesses its inputs including market comparable information and management assessments regarding potential future scenarios, then discounts the liabilities to present value and records adjustments to the fair value of the contingent consideration. The Company will continue to reassess earn-out calculations related to the contingent consideration through June 30, 2021.

Inventories

12 Months Ended

Dec. 31, 2019

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following:


	December 31,
	2019		2018
Raw material	$	527	$	1,201
Work in progress	14,173		10,070
Finished goods	4,097		4,648
Spare parts	2,618		1,356
Total sand inventory	$	21,415	$	17,275

SmartSystems inventory represents work in progress inventory related to existing arrangements at the time the Company acquired Quickthree and consisted of the following:


	December 31,
	2019		2018
Work in progress	$	—	$	1,300
Total SmartSystems inventory	$	—	$	1,300

Total inventory	$	21,415	$	18,575

Property, Plant and Equipment, net

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, net

Net property, plant and equipment consists of:


	December 31,
	2019		2018
Machinery, equipment and tooling	$	19,683	$	14,858
SmartSystems	15,811		5,286
Vehicles	2,419		1,955
Furniture and fixtures	1,228		1,140
Plant and building	170,283		158,882
Real estate properties	4,946		4,601
Railroad and sidings	27,701		27,347
Land and land improvements	21,320		27,167
Asset retirement obligation	11,480		16,469
Mineral properties	7,442		10,075
Deferred mining costs	2,004		1,806
Construction in progress	9,208		21,619
	293,525		291,205
Less: accumulated depreciation and depletion	63,064		42,809
Total property, plant and equipment, net	$	230,461	$	248,396

Depreciation expense was $25,689, $17,117 and $7,267 for the years ended December 31, 2019, 2018 and 2017, respectively. Depletion expense was $49, $47 and $33 for the years ended December 31, 2019, 2018 and 2017, respectively.

The Company capitalized no interest expense associated with the construction of new property, plant and equipment for the years ended December 31, 2019, 2018 and 2017.

Intangible Assets, net

12 Months Ended

Dec. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, net

The following table reflects the changes in the net carrying amounts of the Company’s intangible assets for the year ended December 31, 2019.


	Balance at December 31, 2018		Assets Acquired Pursuant to Business Combination		Impairment Charges		Amortization Expense		Balance at December 31, 2019
Developed technology	$	17,956	$	—	$	8,500	$	410	$	9,046
Customer relationships	112		—		—		112		—
	$	18,068	$	—	$	8,500	$	522	$	9,046

The following table reflects the changes in the net carrying amounts of the Company’s finite-lived intangible assets for the year ended December 31, 2018.


	Balance at December 31, 2017		Assets Acquired Pursuant to Business Combination		Impairment Charges		Amortization Expense		Balance at December 31, 2018
Developed technology	$	—	$	18,800	$	—	$	844	$	17,956
Customer relationships	—		270		—		158		112
Trade name	—		900		900		—		—
	$	—	$	19,970	$	900	$	1,002	$	18,068

The following table reflects the carrying amounts of the Company's finite-lived intangible assets at December 31, 2019 and 2018.


	December 31, 2019						December 31, 2018
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Developed technology	$	10,300	$	(1,254)	$	18,800	$	(844)
Customer relationships	270		(270)		270		(158)
	$	10,570	$	(1,524)	$	19,070	$	(1,002)

The Company uses the straight-line method to determine the amortization expense for its definite-lived intangible assets. The weighted-average remaining useful life for the intangible assets is 11.4 years. Amortization expense related to the purchased intangible assets was $1,398 and $1,002 for the year ended December 31, 2019 and 2018, respectively. There were no intangible assets or related amortization expense as of or for the year ended December 31, 2017. The Company recorded an impairment charge of $7,628 related to specific developed technology allocated to the Quickload during the third quarter of 2019. Amortizable intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. The Company is developing and testing a new transload technology and no longer plans to actively market the Quickload and as such, all developed technology intangible assets related to the Quickload has been impaired.

The table below reflects the future estimated amortization expense for amortizable intangible assets as of December 31, 2019.


Year ending December 31,
2020	$	792
2021	792
2022	792
2023	792
2024	792
Thereafter	5,086
Total	$	9,046

The Company conducted a review of its indefinite-lived intangible assets as of December 31, 2018 and determined the carrying value exceeded its fair value, which resulted in a full impairment of indefinite-lived intangible assets in 2018.

Accrued and Other Expenses

12 Months Ended

Dec. 31, 2019

Payables and Accruals [Abstract]

Accrued and Other Expense

Accrued and other expense consists of the following:


	December 31,
	2019		2018
Employee related expenses	$	2,233	$	1,894
Accrued construction related expenses	188		948
Accrued equipment	429		—
Accrued professional fees	750		465
Accrued royalties	2,419		1,780
Accrued freight and delivery charges	882		2,556
Accrued real estate tax	806		—
Accrued utilities	10		327
Sales tax liability	424		65

Deferred rent	—		712
Other accrued liabilities	437		(355)
Total accrued liabilities	$	8,578	$	8,392

Debt

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Debt

Long-term debt, net, current consists of the following:


	December 31,
	2019		2018
Oakdale Equipment Financing	$	3,431	$	—
Finance leases	116		90
Notes payable	2,628		739
Long-term debt, net, current	$	6,175	$	829

Long-term debt, net consists of the following:


	December 31,
	2019		2018
ABL Credit Facility	$	2,500	$	—
Oakdale Equipment Financing, net	18,074		—
Former Credit Facility, net	—		44,255
Finance leases	474		547
Notes payable	7,192		3,091
Long-term debt, net	$	28,240	$	47,893

ABL Credit Facility

On December 13, 2019, the Company entered into a $20,000 five-year senior secured asset-based credit facility with Jefferies Finance LLC. The available borrowing amount under the ABL Credit Facility as of December 31, 2019 was $17,500 and is based on the Company's eligible accounts receivable and inventory, as described in the ABL Credit Agreement. Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to an applicable margin, plus, at our option, either a LIBOR rate or an alternate base rate (“ABR”). The applicable margin is 2.00% for LIBOR loans and 1.00% for ABR loans. Substantially all of the U.S. assets of the Company are pledged as collateral under the ABL Credit Facility. The ABL Credit Facility contains various reporting requirements, negative covenants and restrictive provisions and requires maintenance of financial covenants, under certain conditions, including a fixed charge coverage ratio, as defined in the ABL Credit Agreement. As of December 31, 2019, the Company was in compliance with all covenants. As of December 31, 2019, the weighted average interest rate on the borrowings outstanding was 5.75%.

Oakdale Equipment Financing

On December 13, 2019, the Company received net proceeds of $23,000 in an equipment financing arrangement with Nexseer. The Oakdale Equipment Financing is legally comprised of an MLA and five lease schedules. The Oakdale Equipment Financing is considered a lease under article 2A of the Uniform Commercial Code but is considered a financing arrangement for accounting or financial reporting purposes and not a lease. Substantially all of the Company's mining and processing equipment at its Oakdale facility are pledged as collateral under the Oakdale Equipment Financing. The Oakdale Equipment Financing bears interest at a fixed rate of 5.79%. The Company used the net proceeds to repay in full and terminate the Former Credit Facility, pay transaction costs, and the remainder was used for working capital purposes. The Oakdale Equipment Financing matures on December 13, 2024. The Company has the right to prepay the financing and reacquire the underlying equipment on a lease schedule-by-lease schedule basis during the period commencing on the seventh month of the term and continuing until the 54th month of the term at a percentage of the purchase price of the relevant equipment, and at the end of the term at the fair market value of the equipment. The Oakdale Equipment Financing contains affirmative and restrictive covenants customary for transactions of this type. As of December 31, 2019, the Company was in compliance with all covenants.

Former Credit Facility

On December 8, 2016, the Company entered into a $45,000 three-year senior secured revolving credit facility under a revolving credit agreement with Jefferies Finance LLC as administrative and collateral agent. On April 8, 2018, the Credit Facility was amended to increase the Company’s total borrowing capacity under the Credit Facility to $60,000. On July 13, 2018, the Credit Facility was amended to, among other things, (i) increase the limit on the Company’s ability to sell, transfer or dispose of assets, subject to certain considerations, from an aggregate amount of $25,000 to $55,000, (ii) increase the limit on the Company’s ability to incur capital lease obligations from an aggregate principal amount of $15,000 to $30,000 and (iii) exclude certain current and future earn-out obligations from the definition of indebtedness in the Credit Agreement. On February 22, 2019, we entered into an agreement with the existing lenders on the Credit Facility to, among other things, (i) extend the maturity date of the Credit Facility to June 30, 2020 and (ii) reduce the total capacity to $50,000 by December 31, 2019. The Former Credit Facility was paid in full and terminated with proceeds from the Oakdale Equipment Financing.

Notes Payable

The Company entered into various financing arrangements to finance its manufactured wellsite proppant storage solutions equipment. Upon completion of the equipment manufacturing, the Company signs a note payable and title to the equipment passes to the financial institutions as collateral. The notes bear interest at rates between 6.48% and 7.49%.

Finance Leases

See Note 9 - Leases for additional information about the Company's finance leases.

Future minimum payments as of December 31, 2019 are as follows:


Year Ended December 31,	ABL Credit Facility		Oakdale Equipment Financing		Notes Payable		Finance Leases		Total
2020	$	—	$	4,638	$	3,170	$	151	$	7,959
2021	—		4,639		3,155		151		7,945
2022	—		4,638		2,917		136		7,691
2023	—		4,639		1,649		245		6,533
2024	2,500		7,701		88		—		10,289
Total minimum payments	2,500		26,255		10,979		683		40,417
Amount representing interest	—		(3,851)		(1,159)		(93)		(5,103)
Amount representing unamortized lender fees	—		(899)		—		—		(899)
Present value of payments							590
Less: current portion	—		(3,431)		(2,628)		(116)		(6,175)
Total long-term debt, net	$	2,500	$	18,074	$	7,192	$	474	$	28,240

Leases

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Leases

Disclosures subsequent to the adoption of ASC 842

Lessee

At December 31, 2019, the operating and financing components of the Company’s right-of-use assets and lease liabilities on the consolidated balance sheet are as follows:


	Balance Sheet Location	December 31, 2019
Right-of-use assets
Operating	Operating right-of-use assets	$	28,178
Financing	Property, plant and equipment, net	505
Total right-of use assets		$	28,683

Lease liabilities
Operating	Operating lease liabilities, current and long-term portions	$	28,577
Financing	Long-term debt, current and long-term portions	590
Total lease liabilities		$	29,167

Operating lease costs are recorded in a single expense on the income statement and allocated to the right-of-use assets and the related lease liabilities as depreciation expense and interest expense, respectively. Lease cost recognized in the consolidated income statement for the year ended December 31, 2019 is as follows:


	December 31, 2019
Finance lease cost
Amortization of right-of-use assets	$	134
Interest on lease liabilities	43
Operating lease cost	16,640
Short-term lease cost	470


Total lease cost	$	17,287

Other information related to the Company’s leasing activity for year ended December 31, 2019 is as follows:



Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for finance leases	$	43
Operating cash flows used for operating leases	$	16,714
Financing cash flows used for finance leases	$	104

Right-of-use assets obtained in exchange for new finance lease liabilities	$	55
Right of use assets upon adoption	$	35,939
Right-of-use assets obtained in exchange for new operating lease liabilities	$	7,251


Weighted average remaining lease term - finance leases	3.6 years
Weighted average discount rate - finance leases	6.55		%
Weighted average remaining lease term - operating leases	2.6 years
Weighted average discount rate - operating leases	5.50		%

Maturities of the Company’s lease liabilities as of December 31, 2019 are as follows:


Year	Operating Leases		Finance Leases		Total
2020	$	14,292	$	151	$	14,443
2021	10,005		151		10,156
2022	4,034		136		4,170
2023	1,394		245		1,639
2024	888		—		888

Total cash lease payments	30,613		683		31,296
Less: amounts representing interest	(2,036)		(93)		(2,129)
Total lease liabilities	$	28,577	$	590	$	29,167

Disclosures prior to the adoption of ASC 842

Capital Leases

The Company entered into various lease arrangements to lease equipment. Equipment cost of $657 was capitalized and included in the Company’s property, plant and equipment as of December 31, 2018. Depreciation expense under leased assets for the years ended December 31, 2018 and 2017 was $155 and $255, respectively.

Operating Leases

Expense related to operating leases and rental agreements for the years ended December 31, 2018 and 2017 was $10,239 and $7,065, respectively. Lease expense related to railcars is included in cost of goods sold in the consolidated statements of operations.

Asset Retirement Obligation

12 Months Ended

Dec. 31, 2019

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

The Company had a post-closure reclamation and site restoration obligation of $6,142 as of December 31, 2019. The following is a reconciliation of the total reclamation liability for asset retirement obligations.


Balance at December 31, 2017	$	8,982
Additions and revisions of prior estimates	7,546
Accretion expenses	(26)
Settlement of liability	(3,180)
Balance at December 31, 2018	$	13,322
Additions and revisions of prior estimates	(5,114)
Accretion expenses	687
Settlement of liability	(2,753)
Balance at December 31, 2019	$	6,142

Revenue

12 Months Ended

Dec. 31, 2019

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of Revenue

The following table presents the Company’s revenues disaggregated by type and percentage of total revenues for the periods indicated.


	Year Ended December 31,
	2019						2018						2017
	Revenue		Percentage of Total Revenue		Revenue		Percentage of Total Revenue		Revenue		Percentage of Total Revenue
Sand sales revenue	$	109,621	47	%	$	143,533	67	%	$	80,200	59	%
Shortfall revenue	49,259		21	%	6,032		3	%	1,244		1	%
Logistics revenue	74,193		32	%	62,905		30	%	55,768		40	%
Total revenues	$	233,073	100	%	$	212,470	100	%	$	137,212	100	%

Total current and long-term deferred revenue balances at December 31, 2019 and 2018 were $9,324 and $4,095, respectively. The Company expects to recognize the current portion of deferred revenue in 2020 and expects to recognize the long-term portion through 2023. In 2019, the Company recognized $1,017 of the 2018 deferred revenue balance, recharacterized $2,500 due to an amended contract and $578 remains in the current portion of deferred revenue at December 31, 2019.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Equity Incentive Plan

In May 2012, the Board approved the 2012 Equity Incentive Plan (“2012 Plan”), which provides for the issuance of Awards (as defined in the 2012 Plan) of up to a maximum of 440 shares of the Company’s common stock to employees, non-employee members of the Board, and consultants of the Company. During 2014, the 2012 Plan was amended to provide for the issuance of Awards up to 880 shares of the Company’s common stock. The awards could be issued in the form of incentive stock options, non-qualified stock options or restricted stock, and have expiration dates of 5 or 10 years after issuance, depending on whether the recipient held above 10% of the voting power of all classes of the Company’s shares as of the grant date. The exercise price was based on the fair market value of the share on the date of issuance; vesting periods were determined by the Board upon issuance of the Award.

In November 2016, in connection with its initial public offering, the Company adopted the 2016 Omnibus Incentive Plan (“2016 Plan”) which provides for the issuance of Awards (as defined in the 2016 Plan) of up to a maximum of 3,911 shares of the Company’s common stock to employees, non-employee members of the Board and consultants of the Company. The awards can be issued in the form of incentive stock options, non-qualified stock options or restricted stock. Together, the 2012 Plan and the 2016 Plan are referenced to collectively as the “Plans”.

During 2019, 2018 and 2017, 1,884, 746 and 352 shares of restricted stock were issued under the Plans, respectively. The grant date fair value of all the restricted stock per share was $2.44 - $19.00. The shares vest over one to five years from their respective grant dates. For Awards issued under the 2016 Plan, the grant date fair value was the either the actual market price of the Company’s shares or an adjusted price using a Monte Carlo simulation for awards subject to the Company’s performance as compared to a defined peer group. The significant assumptions used in the Monte Carlo simulation are presented in the following table.


	Years ended December 31,
	2019		2018
Expected volatility	71.05	%	67.13	%
Expected life (years)	2.0		2.7
Risk-free interest rate	1.63	%	2.55	%

The total number of shares and their respective fair values that vested during the years ended December 31, 2019, 2018 and 2017 were 261 at $844, 177 at $1,047 and 90 at $731, respectively. For awards issued under the 2012 Plan, the grant date fair value was calculated based on a weighted analysis of (i) publicly-traded companies in a similar line of business to the Company (market comparable method) - Level 2 inputs, and (ii) discounted cash flows of the Company - Level 3 inputs.

The Company recognized $2,909, $2,938 and $1,973 of compensation expense for the restricted stock during 2019, 2018 and 2017, respectively, in cost of goods sold and operating expenses on the consolidated income statements. There is no impact to the cash flows of the Company related to stock-based compensation expense. At December 31, 2019, the Company had unrecognized compensation expense of $7,598 related to granted but unvested stock awards. That expense is expected to be recognized as follows:


Year Ended December 31,
2020	$	3,849
2021	2,349
2022	885
2023	515
	$	7,598

The following table summarizes restricted stock activity under the Plans from January 1, 2018 through December 31, 2019:


	Number of Shares	Weighted Average
Unvested, January 1, 2018	534	$	11.27
Granted	746	$	6.61
Vested	(177)	$	12.15
Forfeiture	(76)	$	11.56
Unvested, December 31, 2018	1,027	$	9.83
Granted	1,884	$	2.58
Vested	(261)	$	8.76
Forfeiture	(32)	$	5.85
Unvested December 31, 2019	2,618	$	6.91

Employee Stock Purchase Plan

Shares of the Company’s common stock may be purchased by eligible employees under the Company’s 2016 Employee Stock Purchase Plan in six-month intervals at a purchase price equal to at least 85% of the lesser of the fair market value of the Company’s common stock on either the first day or the last day of each six-month offering period. Employee purchases may not exceed 20% of their gross compensation during an offering period.

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

The provision for income taxes consists of the following:


	Year Ended December 31,
	2019		2018		2017
Current
Federal	$	913	$	230	$	(965)
State and local	550		161		(39)
Foreign	223		72		—
Total current expense (benefit)	1,686