Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 17, 2020 | Jun. 30, 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 | 001-16337 | ||
Entity Registrant Name | Oil States International, Inc | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 76-0476605 | ||
Entity Address, Address Line One | Three Allen Center, 333 Clay Street | ||
Entity Address, Address Line Two | Suite 4620 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77002 | ||
City Area Code | 713 | ||
Local Phone Number | 652-0582 | ||
Title of 12(b) Security | Common Stock, par value $.01 per share | ||
Trading Symbol | OIS | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,060,682,700 | ||
Entity Common Stock, Shares Outstanding (in shares) | 60,402,022 | ||
Documents Incorporated by Reference | Portions of the registrant's Definitive Proxy Statement for the 2020 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10‑K, are incorporated by reference into Part III of this Annual Report on Form 10‑K. | ||
Entity Central Index Key | 0001121484 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||
Revenues | $ 1,017,354,000 | $ 1,088,133,000 | $ 670,627,000 |
Costs and expenses: | |||
Cost of revenues (exclusive of depreciation and amortization expense presented below) | 802,589,000 | 834,513,000 | 520,755,000 |
Selling, general and administrative expenses | 122,932,000 | 138,070,000 | 114,816,000 |
Depreciation and amortization expense | 123,319,000 | 123,530,000 | 107,667,000 |
Impairment of goodwill | 165,000,000 | 0 | 0 |
Impairment of fixed assets | 33,697,000 | 0 | 0 |
Other operating (income) expense, net | (2,003,000) | (2,104,000) | 1,261,000 |
Operating Expenses | 1,245,534,000 | 1,094,009,000 | 744,499,000 |
Operating loss | (228,180,000) | (5,876,000) | (73,872,000) |
Interest expense | (17,898,000) | (19,314,000) | (4,674,000) |
Interest income | 262,000 | 319,000 | 359,000 |
Other income, net | 5,089,000 | 3,139,000 | 775,000 |
Loss before income taxes | (240,727,000) | (21,732,000) | (77,412,000) |
Income tax (provision) benefit | 8,919,000 | 2,627,000 | (7,438,000) |
Net loss | $ (231,808,000) | $ (19,105,000) | $ (84,850,000) |
Net loss per share: | |||
Basic (in dollars per share) | $ (3.90) | $ (0.33) | $ (1.69) |
Diluted (in dollars per share) | $ (3.90) | $ (0.33) | $ (1.69) |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 59,379 | 58,712 | 50,139 |
Diluted (in shares) | 59,379 | 58,712 | 50,139 |
Products | |||
Revenues: | |||
Revenues | $ 483,359,000 | $ 501,822,000 | $ 303,802,000 |
Costs and expenses: | |||
Cost of revenues (exclusive of depreciation and amortization expense presented below) | 369,194,000 | 366,453,000 | 219,466,000 |
Service | |||
Revenues: | |||
Revenues | 533,995,000 | 586,311,000 | 366,825,000 |
Costs and expenses: | |||
Cost of revenues (exclusive of depreciation and amortization expense presented below) | $ 433,395,000 | $ 468,060,000 | $ 301,289,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (231,808) | $ (19,105) | $ (84,850) |
Other comprehensive income (loss): | |||
Currency translation adjustments, net of tax | 3,462 | (13,088) | 11,766 |
Other | 189 | 184 | 41 |
Total other comprehensive income (loss) | 3,651 | (12,904) | 11,807 |
Comprehensive loss | $ (228,157) | $ (32,009) | $ (73,043) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 8,493 | $ 19,316 |
Accounts receivable, net | 233,487 | 283,607 |
Inventories, net | 221,342 | 209,393 |
Prepaid expenses and other current assets | 20,107 | 21,715 |
Total current assets | 483,429 | 534,031 |
Property, plant and equipment, net | 459,724 | 540,427 |
Operating lease assets, net | 43,616 | |
Goodwill, net | 482,306 | 647,018 |
Other intangible assets, net | 230,091 | 255,301 |
Other noncurrent assets | 28,701 | 27,044 |
Total assets | 1,727,867 | 2,003,821 |
Current liabilities: | ||
Current portion of long-term debt | 25,617 | 25,561 |
Accounts payable | 78,368 | 77,511 |
Accrued liabilities | 48,840 | 60,730 |
Current operating lease liabilities | 8,311 | |
Income taxes payable | 4,174 | 3,072 |
Deferred revenue | 17,761 | 14,160 |
Total current liabilities | 183,071 | 181,034 |
Long-term debt | 222,552 | 306,177 |
Long-term operating lease liabilities | 35,777 | |
Deferred income taxes | 38,079 | 53,831 |
Other noncurrent liabilities | 24,421 | 23,011 |
Total liabilities | 503,900 | 564,053 |
Stockholders' equity: | ||
Common stock, $.01 par value, 200,000,000 shares authorized, 72,546,321 shares and 71,753,937 shares issued, respectively | 726 | 718 |
Additional paid-in capital | 1,114,521 | 1,097,758 |
Retained earnings | 797,710 | 1,029,518 |
Accumulated other comprehensive loss | (67,746) | (71,397) |
Treasury stock, at cost, 12,045,065 and 11,784,242 shares, respectively | (621,244) | (616,829) |
Total stockholders' equity | 1,223,967 | 1,439,768 |
Total liabilities and stockholders' equity | $ 1,727,867 | $ 2,003,821 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 72,546,321 | 71,753,937 |
Treasury stock, shares (in shares) | 12,045,065 | 11,784,242 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid‑In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock |
Beginning balance at Dec. 31, 2016 | $ 1,204,307 | $ 623 | $ 731,562 | $ 1,133,473 | $ (70,300) | $ (591,051) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (84,850) | (84,850) | ||||
Currency translation adjustment (excluding intercompany advances) | 11,316 | 11,316 | ||||
Currency translation adjustment on intercompany advances | 450 | 450 | ||||
Other comprehensive income | 41 | 41 | ||||
Stock-based compensation expense: | ||||||
Restricted stock | 21,805 | 4 | 21,801 | |||
Stock options | 1,244 | 1,244 | ||||
Stock repurchases | (16,283) | (16,283) | ||||
Surrender of stock to settle taxes on restricted stock awards | (5,317) | (5,317) | ||||
Ending balance at Dec. 31, 2017 | 1,132,713 | 627 | 754,607 | 1,048,623 | (58,493) | (612,651) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (19,105) | (19,105) | ||||
Currency translation adjustment (excluding intercompany advances) | (10,984) | (10,984) | ||||
Currency translation adjustment on intercompany advances | (2,104) | (2,104) | ||||
Other comprehensive income | 184 | 184 | ||||
Stock-based compensation expense: | ||||||
Restricted stock | 22,157 | 4 | 22,153 | |||
Stock options | 492 | 492 | ||||
Issuance of common stock in connection with GEODynamics Acquisition | 294,910 | 87 | 294,823 | |||
Issuance of 1.50% convertible senior notes, net of income taxes of $7,744 | 25,683 | 25,683 | ||||
Surrender of stock to settle taxes on restricted stock awards | (4,178) | (4,178) | ||||
Ending balance at Dec. 31, 2018 | 1,439,768 | 718 | 1,097,758 | 1,029,518 | (71,397) | (616,829) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (231,808) | (231,808) | ||||
Currency translation adjustment (excluding intercompany advances) | 3,925 | 3,925 | ||||
Currency translation adjustment on intercompany advances | (463) | (463) | ||||
Other comprehensive income | 189 | 189 | ||||
Stock-based compensation expense: | ||||||
Restricted stock | 16,715 | 8 | 16,707 | |||
Stock options | 53 | 53 | ||||
Stock repurchases | (757) | (757) | ||||
Surrender of stock to settle taxes on restricted stock awards | (3,698) | (3,698) | ||||
Common stock withdrawn from deferred compensation plan | 43 | 3 | 40 | |||
Ending balance at Dec. 31, 2019 | $ 1,223,967 | $ 726 | $ 1,114,521 | $ 797,710 | $ (67,746) | $ (621,244) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - 1.5% Convertible Unsecured Senior Notes $ in Thousands | Dec. 31, 2018USD ($) |
Interest rate | 1.50% |
Debt instrument, convertible, deferred taxes | $ 7,744 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (231,808,000) | $ (19,105,000) | $ (84,850,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization expense | 123,319,000 | 123,530,000 | 107,667,000 |
Impairment of goodwill | 165,000,000 | 0 | 0 |
Impairment of fixed assets | 33,697,000 | 0 | 0 |
Stock-based compensation expense | 16,768,000 | 22,649,000 | 23,049,000 |
Amortization of debt discount and deferred financing costs | 7,884,000 | 7,408,000 | 1,158,000 |
Deferred income tax expense (benefit) | (15,469,000) | (3,489,000) | 16,342,000 |
Gain on disposals of assets | (4,291,000) | (6,288,000) | (700,000) |
Other, net | 3,079,000 | 1,411,000 | 288,000 |
Changes in operating assets and liabilities, net of effect from acquired businesses: | |||
Accounts receivable | 50,257,000 | (16,792,000) | 21,128,000 |
Inventories | (10,774,000) | (7,283,000) | 11,339,000 |
Accounts payable and accrued liabilities | (6,173,000) | 5,796,000 | 14,048,000 |
Income taxes payable | 662,000 | 802,000 | (4,126,000) |
Other operating assets and liabilities, net | 5,281,000 | (5,469,000) | (9,961,000) |
Net cash flows provided by operating activities | 137,432,000 | 103,170,000 | 95,382,000 |
Cash flows from investing activities: | |||
Capital expenditures | (56,116,000) | (88,024,000) | (35,171,000) |
Proceeds from disposition of property, plant and equipment | 6,046,000 | 3,659,000 | 2,134,000 |
Acquisitions of businesses, net of cash acquired | 0 | (379,676,000) | (12,859,000) |
Proceeds from flood insurance claims | 0 | 3,850,000 | 0 |
Other, net | (1,912,000) | (1,184,000) | (1,719,000) |
Net cash flows used in investing activities | (51,982,000) | (461,375,000) | (47,615,000) |
Cash flows from financing activities: | |||
Revolving credit facility borrowings | 246,828,000 | 835,467,000 | 206,015,000 |
Revolving credit facility repayments | (331,041,000) | (699,322,000) | (248,199,000) |
Issuance of 1.50% convertible senior notes | 0 | 200,000,000 | 0 |
Purchases of 1.50% convertible senior notes | (6,724,000) | 0 | 0 |
Other debt and finance lease repayments, net | (500,000) | (537,000) | (517,000) |
Payment of financing costs | (16,000) | (7,372,000) | (759,000) |
Purchase of treasury stock | (757,000) | 0 | (16,283,000) |
Shares added to treasury stock as a result of net share settlements due to vesting of restricted stock | (3,698,000) | (4,178,000) | (5,317,000) |
Net cash flows (used in) provided by financing activities | (95,908,000) | 324,058,000 | (65,060,000) |
Effect of exchange rate changes on cash and cash equivalents | (365,000) | 4,000 | 1,952,000 |
Net change in cash and cash equivalents | (10,823,000) | (34,143,000) | (15,341,000) |
Cash and cash equivalents, beginning of year | 19,316,000 | 53,459,000 | 68,800,000 |
Cash and cash equivalents, end of year | 8,493,000 | 19,316,000 | 53,459,000 |
Cash paid for: | |||
Interest | 9,626,000 | 9,864,000 | 4,206,000 |
Income taxes, net of refunds | $ (1,303,000) | $ 2,993,000 | $ (174,000) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2019 | Dec. 31, 2018 |
1.5% Convertible Unsecured Senior Notes | ||
Interest rate | 1.50% | 1.50% |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation The Consolidated Financial Statements include the accounts of Oil States International, Inc. ("Oil States" or the "Company") and its consolidated subsidiaries. Investments in unconsolidated affiliates, in which the Company is able to exercise significant influence, are accounted for using the equity method. All significant intercompany accounts and transactions between the Company and its consolidated subsidiaries have been eliminated in the accompanying consolidated financial statements. Certain prior-year amounts in the Company's consolidated financial statements have been reclassified to conform to the current year presentation. The Company, through its subsidiaries, is a leading provider of specialty products and services to oil and gas companies throughout the world. The Company operates in a substantial number of the world's active crude oil and natural gas producing regions, including: onshore and offshore United States, West Africa, the North Sea, the Middle East, South America and Southeast and Central Asia. The Company operates through three business segments – Well Site Services, Downhole Technologies and Offshore/Manufactured Products. On January 12, 2018, the Company acquired GEODynamics, Inc., ("GEODynamics" and the "GEODynamics Acquisition"). These acquired operations are reported as the Downhole Technologies segment. On February 28, 2018, the Company acquired Falcon Flowback Services, LLC ("Falcon"), which was integrated into the Completion Services business unit. There have been no other changes in reporting structure. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of a few such estimates include goodwill and long-lived asset impairment, revenue and income recognized over time, valuation allowances recorded on deferred tax assets, the fair value of assets and liabilities acquired and identification of associated goodwill and intangible assets, reserves on inventory, allowances for doubtful accounts and potential future adjustments related to contractual indemnification and other agreements. Actual results could materially differ from those estimates. Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, investments, receivables, payables, debt instruments and foreign currency forward contracts. The Company believes that the carrying values of these instruments, other than its 1.50% convertible senior notes due 2023 (the "Notes") described in Note 7 , "Long-term Debt," on the accompanying consolidated balance sheets approximate their fair values. The estimated fair value of the Notes as of December 31, 2019 was $173.9 million , based on quoted market prices (a Level 1 fair value measurement), which compares to $192.3 million in principal amount of the Notes. Inventories Inventories consist of consumable oilfield products, manufactured equipment, spare parts for manufactured equipment, and work-in-process. Inventories also include raw materials, labor, subcontractor charges, manufacturing overhead and supplies and are carried at the lower of cost or net realizable value, or estimated fair market value at acquisition date if acquired in a business combination. The cost of inventories is determined on an average cost or specific-identification method. A reserve for excess and/or obsolete inventory is maintained based on the age, turnover or condition of the inventory. Property, Plant, and Equipment Property, plant, and equipment are stated at cost or at estimated fair market value at acquisition date if acquired in a business combination, and depreciation is computed, for assets owned or recorded under finance lease, using the straight-line method, after allowing for estimated salvage value where applicable, over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the statements of operations. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price paid for acquired businesses over the allocated fair value of the related net assets after impairments, if applicable. Goodwill is evaluated for impairment annually on December 1 and when an event occurs or circumstances change to suggest that the carrying amount may not be recoverable. Reporting units with goodwill as of December 31, 2019 include Completion Services, Downhole Technologies and Offshore/Manufactured Products. In the evaluation of goodwill, each reporting unit with goodwill on its balance sheet is assessed separately and different relevant events and circumstances are evaluated for each unit. Management estimates the fair value of each reporting unit and compares that fair value to its recorded carrying value. Management utilizes, depending on circumstances, a combination of valuation methodologies including a market approach and an income approach, as well as guideline public company comparables. Projected cash flows are discounted using a long-term weighted average cost of capital for each reporting unit based on estimates of investment returns that would be required by a market participant. As part of the process of assessing goodwill for potential impairment, the total market capitalization of the Company is compared to the sum of the fair values of all reporting units to assess the reasonableness of aggregated fair values. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded. As further discussed in Note 6 , “Goodwill and Other Intangible Assets,” the Company concluded that goodwill recorded in its Downhole Technologies segment was partially impaired during the fourth quarter of 2019 and recognized a non-cash impairment charge of $165.0 million . The goodwill impairment test performed as of December 1, 2019 indicated that the fair value of each of the other reporting unit is greater than its carrying amount. No other goodwill impairment losses have been recorded for the periods presented. For other amortized intangible assets, the useful life of the intangible asset is reviewed and evaluated each reporting period for events and circumstances that may warrant a revision of the remaining useful life. Based on the Company's review, the carrying values of its other intangible assets are recoverable, and no impairment losses have been recorded for the periods presented. See Note 6 , "Goodwill and Other Intangible Assets." Impairment of Long-Lived Assets The recoverability of the carrying values of long-lived assets at the asset group level, including finite-lived intangible assets, is assessed whenever, in management's judgment, events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable based on estimated future cash flows. If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized. The impairment loss, if any, equals the excess of the carrying value over the fair value of the asset group. The fair value of the asset group is based on appraised values, prices of similar assets (if available), or discounted cash flows. As further discussed in Note 4 , “Details of Selected Balance Sheet Accounts,” the Company reduced the carrying value of its vertical drilling rigs in the third quarter of 2019 to the estimated salvage or fair value and recorded a non-cash fixed asset impairment charge of $33.7 million . No additional impairment losses have been recorded for the periods presented. Leases The Company leases a portion of its facilities, office space, equipment and vehicles under contracts which provide it with the right to control identified assets. Following adoption of the new lease accounting guidance effective January 1, 2019, the Company recognizes the right to use identified assets under operating leases (with an initial term of greater than 12 months) as operating lease assets and the related obligations to make payments under the lease arrangements as operating lease liabilities. Consistent with the Company's historical practice, finance lease obligations, which are not material, are classified within long-term debt while related assets are included within property, plant and equipment. Lease assets and liabilities are recorded at the commencement date based on the present value of lease payments over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. Most of the Company's leases do not provide an implicit interest rate. Therefore, the Company's incremental borrowing rate, based on available information at the lease commencement date, is used to determine the present value of lease payments. Most of the Company's operating leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years . The exercise of lease renewal options is at the Company's sole discretion. The depreciable life of lease-related assets and leasehold improvements are limited by the expected lease term. Certain operating lease agreements include rental payments adjusted periodically for inflation. The Company's operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. While the Company rents or subleases certain real estate to third parties, such amounts are not material. Cash outflows related to operating leases are presented within cash flows from operations. Research and Development Costs Costs incurred internally in researching and developing products are charged to expense until technological feasibility has been established for the product. Research and development expense totaled $7.0 million , $6.6 million and $5.3 million in 2019 , 2018 and 2017 , respectively. Foreign Currency and Other Comprehensive Loss Gains and losses resulting from balance sheet translation of international operations where the local currency is the functional currency are included as a component of accumulated other comprehensive loss within stockholders' equity and represent substantially all of the accumulated other comprehensive loss balance. Remeasurements of intercompany advances denominated in a currency other than the functional currency of the entity that are of a long-term investment nature are recognized as a separate component of other comprehensive loss within stockholders' equity. Gains and losses resulting from balance sheet remeasurements of assets and liabilities denominated in a different currency than the functional currency, other than intercompany advances that are of a long-term investment nature, are included in the consolidated statements of operations within "other operating (income) expense , net" as incurred and were not material during the periods presented. Currency Exchange Rate Risk A portion of revenues, earnings and net investments in operations outside the United States are exposed to changes in currency exchange rates. The Company seeks to manage its currency exchange risk in part through operational means, including managing expected local currency revenues in relation to local currency costs and local currency assets in relation to local currency liabilities. In order to reduce exposure to fluctuations in currency exchange rates, the Company may enter into currency exchange agreements with financial institutions. As of December 31, 2019 and 2018 , the Company had no outstanding foreign currency forward purchase contracts. Revenue and Cost Recognition The Company accounts for revenue in accordance with Financial and Accounting Standards Board ("FASB") guidance on revenue from contracts with customers ("ASC 606"), which the Company adopted as of January 1, 2018. Adoption of this new guidance did not have a material impact on the Company's recognition of revenues. The Company's revenue contracts may include one or more promises to transfer a distinct good or service to the customer, which is referred to under ASC 606 as a "performance obligation," and to which revenue is allocated. The Company recognizes revenue and the related cost when, or as, the performance obligations are satisfied. The majority of significant contracts for custom engineered products have a single performance obligation as no individual good or service is separately identifiable from other performance obligations in the contracts. For contracts with multiple distinct performance obligations, the Company allocates revenue to the identified performance obligations in the contract. The Company's product sales terms do not include significant post-performance obligations. The Company's performance obligations may be satisfied at a point in time or over time as work progresses. Revenues from products and services transferred to customers at a point in time accounted for approximately 34% , 29% and 22% of consolidated revenues for the years ended December 31, 2019 , 2018 and 2017 , respectively. The majority of the Company's revenue recognized at a point in time is derived from short-term contracts for standard products. Revenue on these contracts is recognized when control over the product has transferred to the customer. Indicators the Company considers in determining when transfer of control to the customer occurs include: right to payment for the product, transfer of legal title to the customer, transfer of physical possession of the product, transfer of risk and customer acceptance of the product. Revenues from products and services transferred to customers over time accounted for approximately 66% , 71% and 78% of consolidated revenues for the years ended December 31, 2019 , 2018 and 2017 , respectively. The majority of the Company's revenue recognized over time is for services provided under short-term contracts with revenue recognized as the customer receives and consumes the services. In addition, the Company manufactures certain products to individual customer specifications under short-term contracts for which control passes to the customer as the performance obligations are fulfilled and for which, under the new standard, revenue is recognized over time. For significant project-related contracts involving custom engineered products within the Offshore/Manufactured Products segment (also referred to as "project-driven products"), revenues are typically recognized over time using an input measure such as the percentage of costs incurred to date relative to total estimated costs at completion for each contract (cost-to-cost method). Contract costs include labor, material and overhead. Management believes this method is the most appropriate measure of progress on large contracts. Billings on such contracts in excess of costs incurred and estimated profits are classified as a contract liability (deferred revenue). Costs incurred and estimated profits in excess of billings on these contracts are recognized as a contract asset (a component of accounts receivable). Contract estimates for project-related contracts involving custom engineered products are based on various assumptions to project the outcome of future events that may span several years. Changes in assumptions that may affect future project costs and margins include production efficiencies, the complexity of the work to be performed and the availability and costs of labor, materials and subcomponents. As a significant change in one or more of these estimates could affect the profitability of the Company's contracts, contract-related estimates are reviewed regularly. The Company recognizes adjustments in estimated costs and profits on contracts in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss will be incurred on the contract, the full loss is recognized in the period it is identified. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of products. Proceeds from customers for the cost of oilfield rental equipment that is damaged or lost downhole are reflected as gains or losses on the disposition of assets after considering the write-off of the remaining net book value of the equipment. Product costs and service costs include all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs. As disclosed in the consolidated statements of operations, product costs and service costs exclude depreciation and amortization expense and impairment of fixed assets, which are separately presented. Selling, general and administrative costs are charged to expense as incurred. As of December 31, 2019 , the Company had $159.1 million of remaining backlog related to contracts with an original expected duration of greater than one year. Approximately 42% of this remaining backlog is expected to be recognized as revenue in 2020 and the balance thereafter. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded based upon the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect at the time the underlying assets or liabilities are recovered or settled. As further discussed in Note 9 , "Income Taxes," on December 22, 2017, legislation commonly known as the Tax Cuts and Jobs Act ("Tax Reform Legislation") was signed into law which enacts significant changes to U.S. tax and related laws, including certain key U.S. federal income tax provisions applicable to oilfield service and manufacturing companies such as the Company. U.S. state or other regulatory bodies have not finalized potential changes to existing laws and regulations which may result from the new U.S. tax and related laws. In accordance with the Securities and Exchange Commission's Staff Accounting Bulletin No. 118, the Company recorded provisional estimates to reflect the effect of the Tax Reform Legislation on the Company's income tax assets and liabilities as of December 31, 2017. During 2018, the Company adjusted these provisional estimates based upon additional guidance issued by the Internal Revenue Service. Prior to December 22, 2017, the majority of the Company's earnings from international subsidiaries were considered to be indefinitely reinvested outside of the United States and no provision for U.S. income taxes was made for these earnings. However, certain historical foreign earnings were not considered to be indefinitely reinvested outside of the United States and were subject to U.S income tax as earned. If any of the Company's subsidiaries distributed earnings in the form of dividends or otherwise, the Company generally was subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries. As of December 31, 2019 , the Company's total investment in foreign subsidiaries is considered to be indefinitely reinvested outside of the United States. The Company accounts for the U.S. tax effect of global intangible low-taxed income earned by foreign subsidiaries in the period that such income is earned. The Company records a valuation allowance in the reporting period when management believes that it is more likely than not that any deferred tax asset will not be realized. This assessment requires analysis of changes in tax laws as well as available positive and negative evidence, including consideration of losses in recent years, reversals of temporary differences, forecasts of future income and assessment of future business and tax planning strategies. During 2019, 2018 and 2017, the Company recorded valuation allowances primarily with respect to net operating loss carryforwards of certain operations outside the United States. As a result of the changes in U.S. tax laws in 2017 discussed above, the Company also recorded a valuation allowance on its foreign tax credit carryforwards during the fourth quarter of 2017. The calculation of tax liabilities involves assessing uncertainties regarding the application of complex tax regulations. The Company recognizes liabilities for tax expenses based on estimates of whether, and the extent to which, additional taxes will be due. If management ultimately determines that payment of these amounts is unnecessary, the liability is reversed and a tax benefit is recognized during the period in which management determines that the liability is no longer necessary. An additional charge is recorded as a provision for taxes in the period in which management determines that the recorded tax liability is less than the expected ultimate assessment. Receivables and Concentration of Credit Risk Based on the nature of its customer base, the Company does not believe that it has any significant concentrations of credit risk other than its concentration in the worldwide oil and gas industry. Note 15 , "Segments and Related Information," provides further information with respect to the Company's geographic revenues and significant customers. The Company evaluates the credit-worthiness of its significant, new and existing customers' financial condition and, generally, the Company does not require significant collateral from its customers. Allowances for Doubtful Accounts The determination of the collectability of amounts due from customers requires us to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on a continuous process of assessing our portfolio on an individual customer basis taking into account current and expected future market conditions and trends. This process consists of a thorough review of historical collection experience, current aging status of the customer accounts, and financial condition of our customers. Based on a review of these factors, we will establish or adjust allowances for trade and unbilled receivables. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company's customers to make required payments. If a trade receivable is deemed to be uncollectible, the receivable is charged-off against allowance for doubtful accounts. The Company considers the following factors when determining if collection of revenue is reasonably assured: customer credit-worthiness, past transaction history with the customer, customer solvency and changes in customer payment terms. If the Company has no previous experience with the customer, the Company typically obtains reports from various credit organizations to ensure that the customer has a history of paying its creditors. The Company may also request financial information, including financial statements or other documents to ensure that the customer has the means of making payment. If these factors do not indicate collection is reasonably assured, the Company may require a prepayment or other arrangement to support revenue recognition and recording of a trade receivable. If the financial condition of the Company's customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Earnings per Share Diluted earnings per share ("EPS") amounts include the effect, if dilutive, of the Company's outstanding stock options, restricted stock and convertible securities under the treasury stock method. Currently issued and outstanding shares of restricted stock remain subject to vesting requirements. The Company is required to compute earnings per share amounts under the two class method in periods with earnings. Holders of shares of unvested restricted stock are entitled to the same liquidation and dividend rights as holders of outstanding common stock and are thus considered participating securities. Under applicable accounting guidance, undistributed earnings, if any, for each period are allocated based on the participation rights of both the common stockholders and holders of any participating securities as if earnings for the respective periods had been distributed. Because both the liquidation and dividend rights are identical, undistributed earnings are allocated on a proportionate basis. The presentation of basic EPS amounts on the face of the accompanying consolidated statements of operations is computed by dividing the net income or loss applicable to the Company's common stockholders by the weighted average shares of outstanding common stock. The calculation of diluted EPS is similar to basic EPS, except that the denominator includes dilutive common stock equivalents and the income or loss included in the numerator excludes the impact, if any, of dilutive common stock equivalents. Stock-Based Compensation The fair value of share-based payments is estimated using the quoted market price of the Company's common stock and pricing models as of the date of grant as further discussed in Note 12 , "Long-Term Incentive and Deferred Compensation Plans." The resulting cost, net of estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period. In addition to service-based awards, the Company issues performance-based awards, which are conditional based upon Company performance and may vest in an amount that will depend on the Company's achievement of specified performance objectives. Guarantees Some product sales in the Offshore/Manufactured Products segment are sold with an assurance warranty, generally ranging from 12 to 18 months. Parts and labor are covered under the terms of the warranty agreement. Warranty provisions are estimated based upon historical experience by product, configuration and geographic region. During the ordinary course of business, the Company also provides standby letters of credit or other guarantee instruments to certain parties as required for certain transactions initiated by either the Company or its subsidiaries. As of December 31, 2019 , the maximum potential amount of future payments that the Company could be required to make under these guarantee agreements (letters of credit) was $19.3 million . The Company has not recorded any liability in connection with these guarantee arrangements. The Company does not believe, based on historical experience and information currently available, that it is likely that any material amounts will be required to be paid under these guarantee arrangements. Accounting for Contingencies The Company has contingent liabilities and future claims for which estimates of the amount of the eventual cost to liquidate such liabilities are accrued. These liabilities and claims sometimes involve threatened or actual litigation where damages have been quantified and an assessment of exposure has been made and recorded in an amount estimated to cover the expected loss. Other claims or liabilities have been estimated based on their fair value or management's experience in such matters and, when appropriate, the advice of outside counsel or other outside experts. Upon the ultimate resolution of these uncertainties, future reported financial results will be impacted by the difference between the accruals and actual amounts paid in settlement. Examples of areas with important estimates of future liabilities include duties, income taxes, litigation, insurance claims, warranty claims, contractual claims and obligations and discontinued operations. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB, which are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's consolidated financial statements upon adoption. In February 2016, the FASB issued guidance on leases which, as amended, introduces the recognition of lease assets and lease liabilities by lessees for all leases that are not short-term in nature. The Company adopted this guidance on January 1, 2019, using the optional transition method of recognizing any cumulative effect of adopting this guidance as an adjustment to the opening balance of retained earnings. The cumulative impact of the adoption of the new standard was not material to the Company's consolidated financial statements. Prior periods were not retrospectively adjusted. In addition, the Company elected a package of practical expedients permitted under transition guidance for the new standard which, among other things, allowed for the carryforward of historical lease classification. The Company has lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. Most of the Company's leases do not provide an implicit interest rate. Therefore, the Company's incremental borrowing rate, based on available information at the lease commencement date, is used to determine the present value of lease payments. In connection with the adoption of the new standard, the Company recorded $47.7 million of operating lease assets and liabilities as of January 1, 2019. The standard did not materially impact the Company's consolidated statement of operations and had no impact on cash flows. As of December 31, 2019 , net operating lease assets and liabilities totaled $43.6 million and $44.1 million , respectively. On January 1, 2018, the Company adopted FASB issued guidance on revenue from contracts with customers that superseded the previous revenue recognition guidance, using the modified retrospective transition method. Prior periods were not retrospectively adjusted. Based on analysis of existing contracts with customers, the Company concluded that the cumulative impact of the new standard was not material to its consolidated financial statements through January 1, 2018. |
Details of Selected Balance She
Details of Selected Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2019 | |
Details of Selected Balance Sheet Accounts [Abstract] | |
Details of Selected Balance Sheet Accounts | Details of Selected Balance Sheet Accounts Additional information regarding selected balance sheet accounts as of December 31, 2019 and 2018 is presented below (in thousands). 2019 2018 Accounts receivable, net: Trade $ 178,813 $ 227,052 Unbilled revenue 28,341 35,674 Contract assets 26,034 21,201 Other 9,044 6,381 Total accounts receivable 242,232 290,308 Allowance for doubtful accounts (8,745 ) (6,701 ) $ 233,487 $ 283,607 2019 2018 Deferred revenue (contract liabilities) $ 17,761 $ 14,160 For the majority of contracts with customers, the Company receives payments based upon established contractual terms as products are delivered and services are performed. The Company's larger project-related contracts within the Offshore/Manufactured Products segment often provide for customer payments as milestones are achieved. Contract assets relate to the Company's right to consideration for work completed but not billed as of December 31, 2019 and 2018 on certain project-related contracts within the Offshore/Manufactured Products segment. Contract assets are transferred to unbilled or trade receivables when the right to consideration becomes unconditional. Contract liabilities primarily relate to advance consideration received from customers (i.e. milestone payments) for contracts for project-driven products as well as others which require significant advance investment in materials. Consistent with industry practice, the Company classifies assets and liabilities related to long-term contracts as current, even though some of these amounts may not be realized within one year. All contracts are reported on the consolidated balance sheets in a net asset (contract asset) or liability (deferred revenue) position on a contract-by-contract basis at the end of each reporting period. In the normal course of business, the Company also receives advance consideration from customers on many other short-term, smaller product and service contracts which is deferred and recognized as revenue once the related performance obligation is satisfied. For the year ended December 31, 2019 , the $4.8 million net increase in contract assets was primarily attributable to $25.0 million in revenue recognized during the year, which was partially offset by $20.0 million transferred to accounts receivable. Deferred revenue increased by $3.6 million in 2019 , reflecting $12.2 million in new customer billings which were not recognized as revenue during the year, partially offset by the recognition of $8.5 million of revenue that was deferred at the beginning of the period. For the year ended December 31, 2018 , the $20.0 million net decrease in contract assets was primarily attributable to $17.7 million in revenue recognized during the year, which was more than offset by $38.0 million transferred to accounts receivable. Deferred revenue decreased by $4.1 million in 2018 , reflecting the recognition of $11.1 million of revenue that was deferred at the beginning of the period, partially offset by $7.4 million in new customer billings which were not recognized as revenue during the year. 2019 2018 Inventories, net: Finished goods and purchased products $ 107,691 $ 96,195 Work in process 21,963 20,552 Raw materials 110,719 111,197 Total inventories 240,373 227,944 Allowance for excess or obsolete inventory (19,031 ) (18,551 ) $ 221,342 $ 209,393 Estimated Useful Life (in years) 2019 2018 Property, plant and equipment, net: Land $ 37,507 $ 37,545 Buildings and leasehold improvements 2 – 40 273,384 259,834 Machinery and equipment 1 – 28 246,826 483,629 Completion Services equipment 2 – 10 510,737 492,183 Office furniture and equipment 3 – 10 45,309 43,654 Vehicles 2 – 10 97,264 122,982 Construction in progress 13,281 29,451 Total property, plant and equipment 1,224,308 1,469,278 Accumulated depreciation (764,584 ) (928,851 ) $ 459,724 $ 540,427 During the third quarter of 2019, the Company made the strategic decision to reduce the scope of its Drilling Services business unit (adjusting from 34 rigs to 9 rigs) due to the ongoing weakness in customer demand for vertical drilling rigs in the U.S. land market, particularly the Permian Basin. As a result of this decision, the carrying value of 25 rigs which were decommissioned or sold was reduced to their estimated salvage value, resulting in the recognition of a $25.5 million non-cash impairment charge. Additionally, indicators of impairment were identified for the remaining rigs which the Company plans to continue operating. The Company performed a fair value assessment on the remaining drilling rigs and recognized an additional non-cash impairment charge of $8.2 million (a Level 3 fair value measurement). This fixed asset impairment charge was based in part on the estimated future cash flows that these assets are projected to generate (income approach), which included unobservable inputs that required significant judgments including projected day rates and costs, rig utilization and remaining economic useful life. The income approach was also weighted with a market approach, which included estimates of the selling price for each drilling rig, resulting in a fair value measurement of $4.9 million . These non-cash charges totaling $33.7 million are reported in the Drilling Services business and are separately presented in the consolidated statement of operations. In connection with this fixed asset impairment and as reflected in the preceding table, the cost basis of drilling rigs (included in machinery and equipment) and other fixed assets, along with related accumulated depreciation, were both reduced by a total of $257.8 million in 2019 . During 2018, the Company and its insurance carriers reached a final settlement on flood insurance claims resulting from Hurricane Harvey in 2017. In connection with this settlement, the Company's Offshore/Manufactured Products segment recognized a gain of $3.8 million following the remediation and repair of buildings and equipment and, to a lesser extent, the disposal of equipment damaged beyond repair. This gain is reported as other operating income in the accompanying consolidated statement of operations for the year ended December 31, 2018. Depreciation expense was $96.5 million , $97.2 million and $99.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. 2019 2018 Other noncurrent assets: Deferred compensation plan $ 22,268 $ 20,468 Deferred income taxes 685 761 Other 5,748 5,815 $ 28,701 $ 27,044 2019 2018 Accrued liabilities: Accrued compensation $ 24,930 $ 29,867 Insurance liabilities 9,108 9,177 Accrued taxes, other than income taxes 3,424 4,530 Accrued commissions 1,481 1,484 Other 9,897 15,672 $ 48,840 $ 60,730 |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions GEODynamics Acquisition On January 12, 2018, the Company acquired GEODynamics for a purchase price consisting of (i) $295.4 million in cash (net of cash acquired), which was funded through borrowings under the Company's Revolving Credit Facility (as defined in Note 7 , "Long-term Debt"), (ii) approximately 8.66 million shares of the Company's common stock (having a market value of approximately $295 million as of the closing date of the acquisition) and (iii) an unsecured $25 million promissory note that bears interest at 2.5% per annum. Under the terms of the purchase agreement, the Company is entitled to indemnification in respect of certain matters occurring prior to acquisition and payments due under the promissory note are subject to set-off, in part or in full, in respect of such indemnified matters. See Note 14 , "Commitments and Contingencies." GEODynamics' results of operations (reported as the Downhole Technologies segment) have been included in the Company's consolidated financial statements subsequent to the closing of the acquisition on January 12, 2018. Falcon Acquisition On February 28, 2018, the Company acquired Falcon, a full-service provider of flowback and well testing services for the separation and recovery of fluids, solid debris and proppant used during hydraulic fracturing operations. Falcon provides additional scale and diversity to Completion Services' well testing operations in key shale plays in the United States. The purchase price was $84.2 million (net of cash acquired). The Falcon acquisition was funded by borrowings under the Company's Revolving Credit Facility. Under the terms of the purchase agreement, the Company is entitled to indemnification in respect of certain matters occurring prior to the acquisition. Falcon's results of operations have been included in the Company's consolidated financial statements and have been reported within the Completion Services business subsequent to the closing of the acquisition on February 28, 2018. The GEODynamics and Falcon acquisitions have been accounted for using the acquisition method of accounting. The following table summarizes the fair value of assets acquired and liabilities assumed in the acquisitions, as of their respective dates of acquisitions (in thousands): GEODynamics Falcon Accounts receivable, net $ 36,193 $ 21,029 Inventories 35,701 242 Property, plant and equipment 25,769 26,979 Intangible assets Customer relationships 105,000 18,254 Patents/Technology/Know-how 48,000 — Tradenames 40,000 4,771 Noncompete agreements 13,000 1,226 Other assets 1,627 491 Accounts payable and accrued liabilities (21,550 ) (10,532 ) Deferred income taxes (24,035 ) (a) — Other liabilities (1,867 ) (167 ) Total identifiable net assets 257,838 62,293 Goodwill 357,502 (b) 21,953 (c) Total net assets $ 615,340 $ 84,246 Consideration consists of: Cash, net of cash acquired $ 295,430 $ 84,246 Oil States common stock 294,910 (d) — Promissory note 25,000 — Total consideration $ 615,340 $ 84,246 ____________________ a. In connection with the acquisition accounting for GEODynamics, the Company provided deferred taxes related to, among other items, fair value adjustments for acquired property, plant and equipment, intangible assets and U.S. tax net operating loss carryforwards. b. Goodwill recognized is primarily attributable to expected synergies resulting from combining the operations of the Company and GEODynamics, as well as intangible assets which did not qualify for separate recognition. The amount of goodwill that is deductible for income tax purposes is not significant. c. Goodwill recognized is primarily attributable to expected synergies resulting from combining the operations of the Company and Falcon, as well as intangible assets which did not qualify for separate recognition. All goodwill is deductible for income tax purposes. d. In accordance with FASB issued guidance, the 8.66 million shares of common stock issued by the Company were valued at $34.05 per share, the closing price of the Company's common stock on January 12, 2018. The Company's common stock price was $23.40 per share on December 12, 2017, when it entered into the definitive agreement to purchase GEODynamics. During the years ended December 31, 2018 and 2017, the Company expensed $3.6 million and $0.9 million , respectively, in transaction-related costs incurred in connection with the acquisitions of GEODynamics and Falcon, which are included within selling, general and administrative expense and within other operating (income) expense , net. Supplemental Unaudited Pro Forma Financial Information The following supplemental unaudited pro forma results of operations data for the Company gives pro forma effect to the consummation of the GEODynamics and Falcon acquisitions as if they had occurred on January 1, 2017. The supplemental unaudited pro forma financial information for the Company was prepared based on historical financial information, adjusted to give pro forma effect to fair value adjustments on depreciation and amortization expense, interest expense, and related tax effects, among others. The pro forma results for the year ended December 31, 2018 and 2017 reflect adjustments to exclude the after-tax impact of transaction costs of $2.8 million and $0.6 million , respectively. The supplemental pro forma financial information is unaudited and may not reflect what the results of the combined operations would have been were the acquisitions to have occurred on January 1, 2017. As such, it is presented for informational purposes only (in thousands, except per share amounts). Unaudited Pro Forma Information Year Ended December 31, 2018 2017 Revenue $ 1,114,757 $ 924,100 Net loss $ (16,605 ) $ (81,143 ) Diluted net loss per share $ (0.28 ) $ (1.38 ) Diluted weighted average common shares outstanding 58,973 58,800 Other Acquisitions During 2017, the Company invested a total of $12.9 million in cash in connection with the acquisitions discussed below. In January 2017, the Company's Offshore/Manufactured Products segment acquired the intellectual property and assets of complementary product lines to its global crane manufacturing and service operations. The acquisition included adding active heave compensation technology and knuckle-boom crane designs to its existing portfolio. In April 2017, the Company's Offshore/Manufactured Products segment acquired assets and intellectual property that are complementary to its riser testing, inspection and repair service offerings. This complementary technology allows the segment to provide automated inspection techniques either on board an offshore vessel or on the quayside, without the requirements to transport to a facility to remove the buoyancy materials. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company tests for impairment of goodwill at the "reporting unit" level using a fair value approach. A reporting unit is the operating segment, or a business one level below that operating segment (the "component" level) if discrete financial information is prepared and regularly reviewed by management at the component level. The Company has three reporting units – Completion Services, Downhole Technologies and Offshore/Manufactured Products – with goodwill balances totaling $646.7 million as of September 30, 2019. Goodwill is allocated to each reporting unit based on acquisitions made by the Company. In accordance with current accounting guidance, the Company does not amortize goodwill, but rather assesses goodwill for impairment annually and when an event occurs or circumstances change that indicate the carrying amounts may not be recoverable. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded. During the fourth quarter of 2019, U.S. land-based completion activity declined significantly from levels experienced over the previous three quarters. Additionally, a number of other market indicators declined to levels not experienced in recent years. Consistent with other oilfield service industry peers, the Company's stock price declined and its market capitalization was below the carrying value of stockholders' equity. Given current market conditions, the Company reduced its near-term outlook for demand related to its short-cycle products and services in the U.S. shale play regions. This refined outlook was incorporated in the December 1, 2019 annual impairment assessment, which indicated that the fair value of the Downhole Technologies segment was less than its carrying amount. Management utilizes, depending on circumstances, a combination of valuation methodologies including a market approach and an income approach, as well as guideline public company comparables. The valuation techniques used in the December 1, 2019 assessment were consistent with those used during previous testing, except for the Downhole Technologies reporting unit where the income approach was used to estimate its fair value – with the market approach used only to validate the results in 2019. The fair value of the Company's reporting units were determined using significant unobservable inputs (a Level 3 fair value measurement). The income approach estimates the fair value of each reporting unit by discounting the Company's current forecast of future cash flows by its estimate of the discount rate (or expected return) that a market participant would require. The starting point for each reporting unit's forecasted cash flows was based on the reporting unit's 2020 operating plan. The market approach includes the use of comparative multiples to corroborate the discounted cash flow results. The market approach involves judgment in the selection of the appropriate peer group companies and valuation multiples. Significant assumptions used in the income approach include, among others, the estimated future net annual cash flows and discount rates for each reporting unit. Management selected estimates used in the discounted cash flow projections using historical data as well as current and anticipated market conditions and estimated growth rates. These estimates are based upon assumptions that consider published industry trends and market forecasts of commodity prices, rig count, well count and offshore/onshore drilling and completion spending, and are believed to be reasonable. However, given the inherent estimation uncertainty in the assumptions underlying a discounted cash flow analysis, actual conditions may differ materially from the Company's estimates, which could result in additional impairment charges. Based on this quantitative assessment, the Company concluded that the goodwill amount recorded in its Downhole Technologies reporting unit was partially impaired and recognized a non-cash goodwill impairment charge of $165.0 million in the fourth quarter of 2019. This impairment charge did not impact the Company's liquidity position, its debt covenants or cash flows. Following the impairment charge, the Downhole Technologies reporting unit did not have a fair value substantially in excess of its carrying amount. The fair value of the Completion Services and Offshore/Manufactured Products reporting units exceeded their carrying amounts by 24% and 38% respectively, as of December 1, 2019. The discount rates used to value the Company's reporting units ranged between 12.5% and 13.0% . Holding all other assumptions and inputs used in each of the respective discounted cash flow analysis constant, a 50 basis point increase in the discount rate assumption would have increased the goodwill impairment charge by approximately $28 million . The Company amortizes the cost of other intangible assets over their estimated useful lives unless such lives are deemed indefinite. Amortizable intangible assets are reviewed for impairment if there are indicators of impairment based on undiscounted cash flows and, if impaired, are written down to fair value based on either appraised values or discounted cash flows. As of December 31, 2019 and 2018 , no provisions for impairment of other intangible assets were required. Changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 are as follows (in thousands): Well Site Services Downhole Technologies Offshore / Manufactured Products Total Completion Services Drilling Services Subtotal Balance as of December 31, 2017 Goodwill $ 199,631 $ 22,767 $ 222,398 $ — $ 162,906 $ 385,304 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — — (117,295 ) 105,103 — 105,103 — 162,906 268,009 Goodwill acquired 21,953 — 21,953 357,502 — 379,455 Foreign currency translation (2 ) — (2 ) — (444 ) (446 ) Balance as of December 31, 2018 $ 127,054 $ — $ 127,054 $ 357,502 $ 162,462 $ 647,018 Balance as of December 31, 2018 Goodwill $ 221,582 $ 22,767 $ 244,349 $ 357,502 $ 162,462 $ 764,313 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — — (117,295 ) 127,054 — 127,054 357,502 162,462 647,018 Goodwill impairment — — — (165,000 ) — (165,000 ) Foreign currency translation — — — — 288 288 Balance as of December 31, 2019 $ 127,054 $ — $ 127,054 $ 192,502 $ 162,750 $ 482,306 Balance as of December 31, 2019 Goodwill $ 221,582 $ 22,767 $ 244,349 $ 357,502 $ 162,750 $ 764,601 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) (165,000 ) — (282,295 ) $ 127,054 $ — $ 127,054 $ 192,502 $ 162,750 $ 482,306 The following table presents the gross carrying amount and the related accumulated amortization for major intangible asset classes as of December 31, 2019 and 2018 (in thousands): 2019 2018 Other Intangible Assets Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 168,278 $ 44,296 $ 123,982 $ 167,811 $ 33,247 $ 134,564 Patents/Technology/Know-how 85,919 30,791 55,128 84,903 23,418 61,485 Noncompete agreements 17,125 11,061 6,064 18,705 7,544 11,161 Tradenames and other 53,708 8,791 44,917 53,708 5,617 48,091 Total other intangible assets $ 325,030 $ 94,939 $ 230,091 $ 325,127 $ 69,826 $ 255,301 Amortization expense was $26.8 million , $26.3 million and $8.7 million in the years ended December 31, 2019 , 2018 and 2017 , respectively. The weighted average remaining amortization period for all intangible assets, other than goodwill, was 12.9 years as of December 31, 2019 and 13.5 years as of December 31, 2018 . Amortization expense is expected to total $25.0 million in 2020 , $20.6 million in 2021 , $19.7 million in 2022 , $16.7 million in 2023 and $16.7 million in 2024 . |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt As of December 31, 2019 and 2018 , long-term debt consisted of the following (in thousands): 2019 2018 Revolving Credit Facility (1) $ 50,534 $ 134,096 1.50% convertible senior notes (2) 167,594 167,102 Promissory note 25,000 25,000 Other debt and finance lease obligations 5,041 5,540 Total debt 248,169 331,738 Less: Current portion (25,617 ) (25,561 ) Total long-term debt $ 222,552 $ 306,177 ____________________ (1) Presented net of $1.4 million and $2.0 million of unamortized debt issuance costs as of December 31, 2019 and 2018 , respectively. (2) The outstanding principal amount of the 1.50% convertible senior notes was $192.3 million and $200.0 million as of December 31, 2019 and 2018 , respectively. Scheduled maturities of total debt as of December 31, 2019 , are as follows (in thousands): 2020 $ 25,617 2021 569 2022 51,134 2023 168,037 2024 450 Thereafter 2,362 $ 248,169 Revolving Credit Facility The Company's senior secured revolving credit facility, as amended (the "Revolving Credit Facility") is governed by a credit agreement with Wells Fargo Bank, N.A., as administrative agent for the lenders party thereto and collateral agent for the secured parties thereunder, and the lenders and other financial institutions from time to time party thereto, dated as of January 30, 2018, as amended and restated (the "Credit Agreement"), and matures on January 30, 2022. The Credit Agreement governs the Company's Revolving Credit Facility. The Revolving Credit Facility provides for $350 million in lender commitments with an option to increase the maximum borrowings to $500 million subject to additional lender commitments prior to its maturity on January 30, 2022. Under the Revolving Credit Facility, $50 million is available for the issuance of letters of credit. As of December 31, 2019 , the Company had $51.9 million of borrowings outstanding under the Credit Agreement and $19.3 million of outstanding letters of credit, leaving $131.1 million available to be drawn. The total amount available to be drawn under the Revolving Credit Facility was less than the lender commitments as of December 31, 2019 , due to limits imposed by maintenance covenants in the Credit Agreement. Amounts outstanding under the Revolving Credit Facility bear interest at LIBOR plus a margin of 1.75% to 3.00% , or at a base rate plus a margin of 0.75% to 2.00% , in each case based on a ratio of the Company's total net funded debt to consolidated EBITDA (as defined in the Credit Agreement). The Company must also pay a quarterly commitment fee of 0.25% to 0.50% , based on the Company's ratio of total net funded debt to consolidated EBITDA, on the unused commitments under the Credit Agreement. The Credit Agreement contains customary financial covenants and restrictions. Specifically, the Company must maintain an interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.0 to 1.0, a maximum senior secured leverage ratio, defined as the ratio of senior secured debt to consolidated EBITDA, of no greater than 2.25 to 1.0 and a total net leverage ratio, defined as the ratio of total net funded debt to consolidated EBITDA, of no greater than 3.75 to 1.0. The financial covenants give pro forma effect to acquired businesses and the annualization of EBITDA for acquired businesses. Each of the factors considered in the calculation of these ratios are defined in the Credit Agreement. Consolidated EBITDA and consolidated interest, as defined, exclude non-cash goodwill and fixed asset impairment charges, losses on extinguishment of debt, debt discount amortization, stock-based compensation expense and other non-cash charges. Borrowings under the Credit Agreement are secured by a pledge of substantially all of the Company's assets and the assets of its domestic subsidiaries. The Company's obligations under the Credit Agreement are guaranteed by its significant domestic subsidiaries. The Credit Agreement also contains negative covenants that limit the Company's ability to borrow additional funds, encumber assets, pay dividends, sell assets and enter into other significant transactions. Under the Credit Agreement, the occurrence of specified change of control events involving the Company would constitute an event of default that would permit the banks to, among other things, accelerate the maturity of the facility and cause it to become immediately due and payable in full. As of December 31, 2019 , the Company was in compliance with its debt covenants. 1.50% Convertible Senior Notes On January 30, 2018, the Company issued $200 million aggregate principal amount of its 1.50% convertible senior notes due 2023 (the "Notes") pursuant to an indenture, dated as of January 30, 2018 (the "Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee. Net proceeds from the Notes, after deducting issuance costs, were approximately $194 million , which was used by the Company to repay a portion of the outstanding borrowings under the Revolving Credit Facility during the first quarter of 2018. During 2019, the Company repurchased $7.8 million in principal amount of the outstanding Notes for $6.7 million , which approximated the net carrying amount of the related liability. The initial carrying amount of the Notes recorded in the consolidated balance sheet was less than the $200 million in principal amount of the Notes, in accordance with applicable accounting principles, reflective of the estimated fair value of a similar debt instrument that does not have a conversion feature. The Company recorded the value of the conversion feature as a debt discount, which is amortized as interest expense over the term of the Notes, with a similar amount allocated to additional paid-in capital. As a result of this amortization, the interest expense the Company recognizes related to the Notes for accounting purposes is based on an effective interest rate of approximately 6.0% , which is greater than the cash interest payments the Company is obligated to pay on the Notes. Interest expense associated with the Notes for the years ended December 31, 2019 and 2018 was $10.2 million and $9.0 million , respectively, while the related contractual cash interest expense totaled $3.0 million and $2.8 million , respectively. The following table presents the carrying amounts of the Notes in the consolidated balance sheets (in thousands): December 31, 2019 2018 Principal amount of the liability component $ 192,250 $ 200,000 Less: Unamortized discount 21,544 28,825 Less: Unamortized issuance costs 3,112 4,073 Net carrying amount of the liability component $ 167,594 $ 167,102 Net carrying amount of the equity component $ 25,683 $ 25,683 The Notes bear interest at a rate of 1.50% per year until maturity. Interest is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2018. In addition, additional interest and special interest may accrue on the Notes under certain circumstances as described in the Indenture. The Notes will mature on February 15, 2023, unless earlier repurchased, redeemed or converted. The initial conversion rate is 22.2748 shares of the Company's common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $44.89 per share of common stock). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the Indenture. The Company's intent is to repay the principal amount of the Notes in cash and the conversion feature in shares of the Company's common stock. Noteholders may convert their Notes, at their option only in the following circumstances: (1) if the last reported sale price per share of the Company's common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the "measurement period") in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company's common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company's common stock, as described in the Indenture; or (4) if the Company calls the Notes for redemption, or at any time from, and including, November 15, 2022 until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at the Company's election, based on the applicable conversion rate(s). If the Company elects to deliver cash or a combination of cash and shares of common stock, then the consideration due upon conversion will be based on a defined observation period. The Notes will be redeemable, in whole or in part, at the Company's option at any time, and from time to time, on or after February 15, 2021, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of common stock exceeds 130% of the conversion price on each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. If specified change in control events involving the Company as defined in the Indenture occur, then noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. Additionally, the Notes contain certain events of default as set forth in the Indenture. As of December 31, 2019 , none of the conditions allowing holders of the Notes to convert, or requiring the Company to repurchase the Notes, had been met. Promissory Note In connection with the GEODynamics Acquisition, the Company issued a $25.0 million promissory note that bears interest at 2.50% per annum and was scheduled to mature on July 12, 2019. Payments due under the promissory note are subject to set-off, in part or in full, against certain indemnification claims related to matters occurring prior to the Company's acquisition of GEODynamics. As more fully described in Note 14 , "Commitments and Contingencies," the Company has provided notice to and asserted indemnification claims against the seller of GEODynamics. As a result, the maturity date of the note is extended until the resolution of these indemnity claims. The Company expects that the amount ultimately paid in respect of such note will be reduced as a result of these indemnification claims. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The following table provides the scheduled maturities of operating lease liabilities as of December 31, 2019 (in thousands): 2020 $ 10,197 2021 8,416 2022 6,225 2023 5,242 2024 4,621 Thereafter 18,370 Total lease payments 53,071 Less: Imputed interest (8,983 ) Present value of operating lease liabilities 44,088 Less: Current portion (8,311 ) Total long-term operating lease liabilities $ 35,777 Weighted-average remaining lease term (years) 7.2 Weighted-average discount rate 5.0 % Operating lease expense was $17.9 million , $14.9 million and $9.1 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. The following table provides details regarding the components of operating lease expense based on the initial term of underlying agreements for the year ended December 31, 2019 (in thousands): Operating lease expense components: Leases with initial term of greater than 12 months $ 11,972 Leases with initial term of 12 months or less 5,906 Total operating lease expense $ 17,878 The following table provides information regarding the non-cash impact of operating lease additions for the year ended December 31, 2019 (in thousands): Operating lease assets obtained in exchange for operating lease liabilities: Upon adoption of standard (January 1, 2019) $ 47,721 Subsequent to adoption of standard 6,013 Total non-cash operating lease additions $ 53,734 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Consolidated loss before income taxes for the years ended December 31, 2019 , 2018 and 2017 consisted of the following (in thousands): 2019 2018 2017 United States $ (254,291 ) $ (29,424 ) $ (77,138 ) Foreign 13,564 7,692 (274 ) Total $ (240,727 ) $ (21,732 ) $ (77,412 ) The 2019 U.S. loss before income taxes includes a non-cash goodwill impairment charge of $165.0 million and a non-cash fixed asset impairment charge of $33.7 million . The goodwill impairment charge is not deductible for income tax purposes. Components of income tax provision (benefit) for the years ended December 31, 2019 , 2018 and 2017 consisted of the following (in thousands): 2019 2018 2017 Current: United States $ 300 $ (5,549 ) $ (11,288 ) U.S. state 292 1,534 1,079 Foreign 5,958 4,877 1,305 6,550 862 (8,904 ) Deferred: United States (13,972 ) (2,592 ) 15,888 U.S. state (473 ) (95 ) (729 ) Foreign (1,024 ) (802 ) 1,183 (15,469 ) (3,489 ) 16,342 Total income tax provision (benefit) $ (8,919 ) $ (2,627 ) $ 7,438 A reconciliation of the U.S. statutory tax benefit rate to the effective tax provision (benefit) rate for the years ended December 31, 2019 , 2018 and 2017 is as follows: 2019 2018 2017 U.S. statutory tax benefit rate (21.0 )% (21.0 )% (35.0 )% Impairment of goodwill 14.4 — — Effect of Tax Reform Legislation — (26.1 ) 36.4 Valuation allowance against tax assets 0.8 14.0 4.0 Non-deductible compensation 0.3 5.7 1.0 Other non-deductible expenses 0.2 12.6 2.7 Effect of foreign income taxed at different rates 0.7 0.5 (0.3 ) State income taxes, net of federal benefits (0.4 ) (0.3 ) (1.4 ) Other, net 1.3 2.5 2.2 Effective tax provision (benefit) rate (3.7 )% (12.1 )% 9.6 % The significant items giving rise to the deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows (in thousands): 2019 2018 Deferred tax assets: Foreign tax credit carryforwards $ 20,360 $ 19,836 Net operating loss carryforwards 54,772 50,737 Employee benefits 10,778 12,583 Inventory 7,725 6,065 Other 4,686 4,488 Gross deferred tax asset 98,321 93,709 Valuation allowance (35,828 ) (33,762 ) Net deferred tax asset 62,493 59,947 Deferred tax liabilities: Tax over book depreciation (36,387 ) (46,942 ) Intangible assets (56,867 ) (57,867 ) Convertible senior notes discount (4,964 ) (6,569 ) Other (1,669 ) (1,639 ) Deferred tax liability (99,887 ) (113,017 ) Net deferred tax liability $ (37,394 ) $ (53,070 ) 2019 2018 Balance sheet classification: Other non-current assets $ 685 $ 761 Deferred tax liability (38,079 ) (53,831 ) Net deferred tax liability $ (37,394 ) $ (53,070 ) On December 22, 2017, the United States enacted Tax Reform Legislation which resulted in significant changes to U.S. tax and related laws, including certain key federal income tax provisions applicable to multinational companies such as the Company. These changes included, among others, the implementation of a territorial tax system with a one-time mandatory tax on undistributed foreign earnings of subsidiaries and a reduction in the U.S. corporate income tax rate to 21% from 35% beginning in 2018. As a result of these U.S. tax law changes, during 2017 the Company recorded a net provisional charge of $28.2 million within income tax provision, consisting primarily of incremental income tax expense of $41.4 million related to the one-time, mandatory transition tax on the Company's unremitted foreign subsidiary earnings (the "Transition Tax") and a valuation allowance established against the Company's foreign tax credit carryforwards which were recorded as assets prior to Tax Reform Legislation, offset by a tax benefit of $13.2 million related the remeasurement of the Company's U.S. net deferred tax liabilities based on the new 21% U.S. corporate income tax rate. The Company did not incur a material cash tax payable with respect to the Transition Tax. During 2018, the Company adjusted its December 2017 provisional estimates with respect to Tax Reform Legislation resulting in an income tax benefit of $5.8 million . The Company had $166.3 million of U.S. federal net operating loss ("NOL") carryforwards as of December 31, 2019 , which can be carried forward indefinitely. Approximately $106.2 million of the U.S. federal NOL carryforwards are attributable to the acquired GEODynamics operations and are subject to certain limitation provisions. The Company's state NOL carryforwards as of December 31, 2019 totaled $138.5 million , of which $15.0 million are attributable to the acquired GEODynamics operations and are subject to certain limitation provisions. As of December 31, 2019 , the Company had NOL carryforwards related to certain of its international operations totaling $39.2 million , of which $18.5 million can be carried forward indefinitely. As of December 31, 2019 and 2018 , the Company had recorded valuation allowances of $15.5 million and $13.9 million , respectively, with respect to state and foreign NOL carryforwards. As of December 31, 2019 , the Company's foreign tax credit carryforwards totaled $20.4 million . These foreign tax credits will expire in varying amounts from 2021 to 2026. As discussed above, as a result of the enactment of Tax Reform Legislation, the Company provided a full valuation allowance on these foreign tax credits in 2017 due to uncertainties with respect to its ability to utilize such credits in future periods. The Company files tax returns in the jurisdictions in which they are required. These returns are subject to examination or audit and possible adjustment as a result of assessments by taxing authorities. The Company believes that it has recorded sufficient tax liabilities and does not expect that the resolution of any examination or audit of its tax returns will have a material adverse effect on its consolidated operating results, financial condition or liquidity. Tax years subsequent to 2013 remain open to U.S. federal tax audit. Foreign subsidiary federal tax returns subsequent to 2012 are subject to audit by various foreign tax authorities. Uncertain tax positions are accounted for using 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 amount recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The total amount of unrecognized tax benefits as of December 31, 2019 and 2018 was nil . The Company accrues interest and penalties related to unrecognized tax benefits as a component of the Company's provision for income taxes. As of December 31, 2019 and 2018 , the Company had no accrued interest expense or penalties. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common and Preferred Stock The following table provides details with respect to changes in the number of shares of common stock, $0.01 par value, issued, held in treasury and outstanding during 2019 and 2018 (in thousands). Issued Treasury Stock Outstanding Shares of common stock - December 31, 2017 62,722 11,632 51,090 Acquisition of GEODynamics 8,661 — 8,661 Restricted stock awards, net of forfeitures 371 — 371 Shares withheld for taxes on vesting of restricted stock awards — 152 (152 ) Shares of common stock - December 31, 2018 71,754 11,784 59,970 Restricted stock awards, net of forfeitures 792 — 792 Shares withheld for taxes on vesting of restricted stock awards — 210 (210 ) Purchase of treasury stock — 51 (51 ) Shares of common stock - December 31, 2019 72,546 12,045 60,501 As of December 31, 2019 and 2018 , the Company had 25 million shares of preferred stock, $0.01 par value, authorized, with no shares issued or outstanding. The Company maintains a share repurchase program which was extended to July 29, 2020 by the Company's Board of Directors. During 2019 , the Company repurchased 51 thousand shares of common stock at a total cost of $0.8 million . During 2018 , there were no repurchases of common stock under the program. During 2017 , the Company repurchased 562 thousand shares of common stock at a total cost of $16.2 million . The amount remaining under the current share repurchase authorization as of December 31, 2019 was $119.8 million . Subject to applicable securities laws, any purchases will be at such times and in such amounts as the Company deems appropriate. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss decreased from $71.4 million at December 31, 2018 to $67.7 million at December 31, 2019 , due primarily to changes in currency exchange rates. Accumulated other comprehensive loss is primarily related to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain international operations. For 2019 and 2018 , currency translation adjustments recognized as a component of other comprehensive loss were primarily attributable to the United Kingdom and Brazil. During the year ended December 31, 2019 , the exchange rate of the British pound strengthened by 4% compared to the U.S. dollar, while the Brazilian real weakened by 4% compared to the U.S. dollar during the same period, contributing to other comprehensive income of $3.7 million . During the year ended December 31, 2018 , the exchange rate of the British pound and the Brazilian real compared to the U.S. dollar weakened by 6% and 14% , respectively, contributing to other comprehensive loss of $12.9 million . |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The table below provides a reconciliation of the numerators and denominators of basic and diluted net loss per share for the years ended December 31, 2019 , 2018 and 2017 (in thousands, except per share amounts): 2019 2018 2017 Numerators: Net loss $ (231,808 ) $ (19,105 ) $ (84,850 ) Less: Income attributable to unvested restricted stock awards — — — Numerator for basic net loss per share (231,808 ) (19,105 ) (84,850 ) Less: Income attributable to unvested restricted stock awards — — — Numerator for basic net loss per share (231,808 ) (19,105 ) (84,850 ) Effect of dilutive securities: Unvested restricted stock awards — — — Numerator for diluted net loss per share $ (231,808 ) $ (19,105 ) $ (84,850 ) Denominators: Weighted average number of common shares outstanding 60,424 59,680 51,253 Less: Weighted average number of unvested restricted stock awards outstanding (1,045 ) (968 ) (1,114 ) Denominator for basic and diluted net loss per share 59,379 58,712 50,139 Net loss per share: Basic $ (3.90 ) $ (0.33 ) $ (1.69 ) Diluted (3.90 ) (0.33 ) (1.69 ) The calculation of diluted net loss per share for the years ended December 31, 2019 , 2018 and 2017 excluded 659 thousand shares, 696 thousand shares and 709 thousand shares, respectively, issuable pursuant to outstanding stock options and restricted stock awards, due to their antidilutive effect. Additionally, shares issuable upon conversion of the 1.50% convertible senior notes were not convertible and were, therefore, excluded for the year ended December 31, 2019 , due to their antidilutive effect. |
Long-Term Incentive and Deferre
Long-Term Incentive and Deferred Compensation Plans | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Long-Term Incentive and Deferred Compensation Plans | Long-Term Incentive and Deferred Compensation Plans The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of service-based restricted stock awards is determined by the quoted market price of the Company's common stock on the date of grant. The fair value of performance-based restricted awards in 2017 was estimated using a Monte Carlo simulation model due to the inclusion of performance metrics that are not based solely on the performance of the Company's common stock. The fair value of stock option awards was estimated using option-pricing models. The resulting cost, net of estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period. Stock-based compensation pre-tax expense recognized in the years ended December 31, 2019 , 2018 and 2017 totaled $16.8 million , $22.6 million and $23.0 million , respectively. Restricted Stock Awards The restricted stock program consists of a combination of service-based restricted stock and performance-based restricted stock. The number of performance-based restricted shares ultimately issued under the program is dependent upon achievement of predefined specific performance objectives generally measured over a three -year period. The performance objectives for performance-based stock units granted during 2019 and 2018 are based on the Company's EBITDA growth rate over a three -year period. The performance objective for the 2017 awards is relative total stockholder return compared to a peer group of companies. In the event the predefined targets are exceeded for any performance-based award, additional shares up to a maximum of 200% of the target award may be granted. Conversely, if actual performance falls below the predefined target, the number of shares vested is reduced. If the actual performance falls below the threshold performance level, no restricted shares will vest. Service-based restricted stock awards generally vest on a straight-line basis over their term, which is generally three to four years . The following table presents changes in restricted stock awards and related information for the year ended December 31, 2019 (shares in thousands): Service-based Restricted Stock Performance-based Restricted Stock Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Total Number of Restricted Shares Unvested, December 31, 2018 930 $ 33.06 227 $ 44.20 1,157 Granted 702 17.64 77 17.58 779 Performance adjustment (1) — — 50 — 50 Vested (552 ) 33.05 (106 ) 37.93 (658 ) Forfeited (16 ) 35.58 — — (16 ) Unvested, December 31, 2019 1,064 22.84 248 37.22 1,312 ____________________ (1) Reflects an adjustment to the number of shares to be issued upon vesting of the 2017 performance-based awards, resulting from a 167% achievement level compared to target. The total fair value of restricted stock awards that vested in 2019 , 2018 and 2017 was $18.2 million , $19.4 million and $17.5 million , respectively. As of December 31, 2019 , there was $14.0 million of total compensation costs related to nonvested restricted stock awards not yet recognized, which is expected to be recognized over a weighted average vesting period of 1.5 years . At December 31, 2019 , approximately 1.7 million shares were available for future grant under the Oil States International, Inc. 2018 Equity Participation Plan. Stock Options The Company has not awarded stock options since 2015. The fair value of historical option grants were estimated on the date of grant using a Black Scholes Merton option pricing model. No options were exercised in 2019, 2018 or 2017. The following table presents the changes in stock options outstanding and related information for the year ended December 31, 2019 (shares in thousands): Options Weighted Average Exercise Price (1) Weighted Average Contractual Life (years) Aggregate Intrinsic Value (thousands) Outstanding Options, December 31, 2018 682 $ 49.00 4.1 $ — Forfeited/Expired (46 ) 51.67 Outstanding Options, December 31, 2019 636 48.81 3.0 — Exercisable Options, December 31, 2019 636 $ 48.81 3.0 $ — ____________________ (1) Exercise prices ranged from $41.49 to $58.54 as of December 31, 2019 . Long-Term Cash Incentive Awards During 2019 and 2018 , the Company issued conditional long-term cash incentive awards ("Cash Awards") of approximately $1.3 million each year, with the ultimate dollar amount to be awarded ranging from zero to a maximum of $2.7 million . The performance measure for these Cash Awards is relative total stockholder return compared to a peer group of companies measured over a three -year period. The obligation related to the Cash Awards is classified as a liability and recognized over the vesting period. The ultimate dollar amount to be awarded for the 2019 Cash Awards is limited to their targeted award value ( $1.3 million ) if the Company's total stockholder return is negative over the three-year performance period. Deferred Compensation Plan The Company maintains a nonqualified deferred compensation plan (the "Deferred Compensation Plan") that permits eligible employees and directors to elect to defer the receipt of all or a portion of their directors' fees and/or salary and annual bonuses. Employee contributions to the Deferred Compensation Plan are matched by the Company at the same percentage as if the employee was a participant in the Company's 401(k) Retirement Plan and was not subject to the IRS limitations on match-eligible compensation. The Deferred Compensation Plan also permits the Company to make discretionary contributions to any employee's account, although none have been made to date. Directors' contributions are not matched by the Company. Since inception of the plan, this discretionary contribution provision has been limited to a matching of the participants' contributions on a basis equivalent to matching permitted under the Company's 401(k) Retirement Savings Plan. The vesting of contributions to the participants' accounts is also equivalent to the vesting requirements of the Company's 401(k) Retirement Savings Plan. The Deferred Compensation Plan does not have dollar limits on tax-deferred contributions. The assets of the Deferred Compensation Plan are held in a Rabbi Trust (the "Trust") and, therefore, are available to satisfy the claims of the Company's creditors in the event of bankruptcy or insolvency of the Company. Participants have the ability to direct the Plan Administrator to invest the assets in their individual accounts, including any discretionary contributions by the Company, in over 30 preapproved mutual funds held by the Trust which cover a variety of securities and mutual funds. In addition, participants currently have the right to request that the Plan Administrator re-allocate the portfolio of investments (i.e. cash or mutual funds) in the participants' individual accounts within the Trust. Company contributions are in the form of cash. Distributions from the plan are generally made upon the participants' termination as a director and/or employee, as applicable, of the Company. Participants receive payments from the Deferred Compensation Plan in cash. As of December 31, 2019 , Trust assets totaled $22.3 million , the majority of which is classified as "Other noncurrent assets" in the Company's consolidated balance sheet. The fair value of the investments was based on quoted market prices in active markets (a Level 1 fair value measurement). Amounts payable to the plan participants at December 31, 2019 , including the fair value of the shares of the Company's common stock that are reflected as treasury stock, was $22.3 million and is classified as "Other noncurrent liabilities" in the consolidated balance sheet. The Company accounts for the Deferred Compensation Plan in accordance with current accounting standards regarding the accounting for deferred compensation arrangements where amounts earned are held in a Rabbi Trust and invested. Increases or decreases in the value of the Trust assets, exclusive of the shares of common stock of the Company held by the Trust, have been included as compensation adjustments in the consolidated statements of operations. Increases or decreases in the fair value of the deferred compensation liability, including the shares of common stock of the Company held by the Trust, while recorded as treasury stock, are also included as compensation adjustments in the consolidated statements of operations. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans The Company sponsors defined contribution plans. Participation in these plans is available to substantially all employees. The Company recognized expenses of $9.5 million , $8.6 million and $6.8 million , respectively, related to matching contributions under its various defined contribution plans during the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Following the Company's acquisition of GEODynamics in January 2018, the Company determined that certain steel products historically imported by GEODynamics from China for use in its manufacturing process may potentially be subject to anti-dumping and countervailing duties based on recent clarifications/decisions rendered by the U.S. Department of Commerce and the U.S. Court of International Trade. Following these findings, the Company commenced an internal review of this matter and ceased further purchases of these potentially affected Chinese products. As part of the Company's internal review, the Company engaged trade counsel and decided to voluntarily disclose this matter to U.S. Customs and Border Protection in September 2018. In connection with the GEODynamics Acquisition, the seller agreed to indemnify and hold the Company harmless against certain claims related to matters such as this, and the Company has provided notice to and asserted indemnification claims against the seller. Additionally, the Company is able to set-off payments due under the $25.0 million promissory note (see Note 7 , "Long-term Debt") issued to the seller of GEODynamics in respect of indemnification claims which could affect both the timing of payment and the amount due under the promissory note. Such note was scheduled to mature on July 12, 2019, but, because the Company has provided notice to and asserted indemnification claims, the maturity date of the note is extended until the resolution of such claims. The Company expects that the amount ultimately paid in respect of such note will be reduced as a result of these indemnification claims. Additionally, in the ordinary course of conducting its business, the Company becomes involved in litigation and other claims from private party actions, as well as judicial and administrative proceedings involving governmental authorities at the federal, state and local levels. In past years, a number of lawsuits were filed in Federal Court, against the Company and/or one of its subsidiaries, by current and former employees alleging violations of the Fair Labor Standards Act (the "FLSA"). The Company reached a final settlement for the remaining individual plaintiffs' claims in 2018. The Company is a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of the Company's products or operations. Some of these claims relate to matters occurring prior to the acquisition of businesses (including GEODynamics and Falcon), and some relate to businesses the Company has sold. In certain cases, the Company is entitled to indemnification from the sellers of businesses and, in other cases, the Company has indemnified the buyers of businesses. Although the Company can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on the Company, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by indemnity or insurance, will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. |
Segments and Related Informatio
Segments and Related Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segments and Related Information | Segments and Related Information As further discussed in Note 5 , "Business Acquisitions," on January 12, 2018 the Company completed the GEODynamics Acquisition, which, beginning in the first quarter of 2018, is reported as a separate business segment under the name "Downhole Technologies." Following this acquisition, the Company operates through three reportable segments: Well Site Services, Downhole Technologies and Offshore/Manufactured Products. The Company's reportable segments represent strategic business units that offer different products and services. They are managed separately as each business requires different technologies and marketing strategies. Recent acquisitions, except for the GEODynamics Acquisition, have been direct extensions to existing business segments. Accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Well Site Services segment provides a broad range of equipment and services that are used to drill for, establish and maintain the flow of oil and natural gas from a well throughout its life cycle. In this segment, operations primarily include completion-focused equipment and services as well as land drilling services. The Completion Services operations provide solutions to its customers using its completion tools and highly-trained personnel throughout its service offerings which include wireline support, frac stacks, isolations tools, extended reach tools, ball launchers, well testing and flowback operations, thru tubing activity and sand control. Drilling Services provides land drilling services for shallow to medium depth wells in the United States. Separate business lines within the Well Site Services segment have been disclosed to provide additional detail with respect to its operations. Following the closing of the GEODynamics Acquisition on January 12, 2018, the Downhole Technologies segment provides oil and gas perforation systems and downhole tools in support of completion, intervention, wireline and well abandonment operations. This segment designs, manufactures and markets its consumable engineered products to oilfield service as well as exploration and production companies, which are completing complex wells with longer lateral lengths, increased frac stages and more perforation clusters to increase unconventional well productivity. The Offshore/Manufactured Products segment designs, manufactures and markets capital equipment utilized on floating production systems, subsea pipeline infrastructure, and offshore drilling rigs and vessels, along with short-cycle and other products. Driven principally by longer-term customer investments for offshore oil and natural gas projects, project-driven product revenues include flexible bearings, advanced connector systems, high-pressure riser systems, deepwater mooring systems, cranes, subsea pipeline products and blow-out preventer stack integration. Short-cycle products manufactured by the segment include valves, elastomers and other specialty products generally used in the land-based drilling and completion markets. Other products manufactured and offered by the segment include a variety of products for use in industrial, military and other applications outside the oil and gas industry. The segment also offers a broad line of complementary, value-added services including specialty welding, fabrication, cladding and machining services, offshore installation services, and inspection and repair services. Corporate information includes corporate expenses, such as those related to corporate governance, stock-based compensation and other infrastructure support, as well as impacts from corporate-wide decisions for which individual operating units are not evaluated. Financial information by business segment for each of the three years ended December 31, 2019 , 2018 and 2017 , is summarized in the following table (in thousands). Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets 2019 Well Site Services - Completion Services $ 390,748 $ 68,440 $ (11,621 ) $ 30,806 $ 459,078 Drilling Services (1) 41,346 9,973 (43,419 ) 2,664 19,171 Total Well Site Services 432,094 78,413 (55,040 ) 33,470 478,249 Downhole Technologies (2) 182,314 21,247 (164,008 ) 13,808 529,677 Offshore/Manufactured Products 402,946 22,842 36,022 7,692 677,036 Corporate — 817 (45,154 ) 1,146 42,905 Total $ 1,017,354 $ 123,319 $ (228,180 ) $ 56,116 $ 1,727,867 2018 Well Site Services - Completion Services $ 411,019 $ 66,415 $ (7,647 ) $ 50,423 $ 523,235 Drilling Services 69,235 14,354 (9,363 ) 6,591 64,661 Total Well Site Services 480,254 80,769 (17,010 ) 57,014 587,896 Downhole Technologies 213,813 18,649 26,705 16,167 691,874 Offshore/Manufactured Products 394,066 23,207 38,914 13,797 683,285 Corporate — 905 (54,485 ) 1,046 40,766 Total $ 1,088,133 $ 123,530 $ (5,876 ) $ 88,024 $ 2,003,821 2017 Well Site Services - Completion Services $ 234,252 $ 63,528 $ (45,169 ) $ 17,303 $ 424,309 Drilling Services 54,462 18,513 (13,909 ) 3,529 72,876 Total Well Site Services 288,714 82,041 (59,078 ) 20,832 497,185 Downhole Technologies — — — — — Offshore/Manufactured Products 381,913 24,596 38,155 13,484 760,079 Corporate — 1,030 (52,949 ) 855 44,247 Total $ 670,627 $ 107,667 $ (73,872 ) $ 35,171 $ 1,301,511 ___________ (1) Operating loss for the Drilling Services business includes a non-cash fixed asset impairment charge of $33.7 million . See Note 4 , “Details of Selected Balance Sheet Accounts,” for further discussion. (2) Operating loss for the Downhole Technologies segment includes a non-cash goodwill impairment charge of $165.0 million . See Note 6 , "Goodwill and Other Intangible Assets," for further discussion. No customer individually accounted for greater than 10% of the Company's 2019 consolidated revenues or individually accounted for greater than 10% of the Company's consolidated accounts receivable at December 31, 2019 . One customer accounted for 10% of the Company's 2018 consolidated revenues and whose receivables individually accounted for 11% of the Company's consolidated accounts receivable at December 31, 2018 . One customer accounted for 16% of the Company's 2017 consolidated revenues. For the Company's Well Site Services segment, substantially all depreciation and amortization expense relates to cost of services while substantially all depreciation and amortization expense for the Downhole Technologies segment relates to cost of products. The Offshore/Manufactured Products segment has numerous facilities around the world that generate both product and service revenues, and it is common for the segment to provide both installation and other services for products manufactured by this segment. While substantially all depreciation and amortization expense for the Offshore/Manufactured Products segment relates to cost of revenues, it does not segregate or capture depreciation or amortization expense of intangible assets between product and service cost. Operating income (loss) excludes equity in net income of unconsolidated affiliates, which is immaterial and not reported separately herein. The following table provides supplemental disaggregated revenue from contracts with customers by business segment for the three years ended December 31, 2019 , 2018 and 2017 (in thousands): Well Site Services Downhole Technologies Offshore/Manufactured Products 2019 2018 2017 2019 2018 2017 2019 2018 2017 Major revenue categories - Project-driven products $ — $ — $ — $ — $ — $ — $ 159,205 $ 120,894 $ 126,960 Short-cycle: Completion products and services 390,748 411,019 234,252 182,314 213,813 — 95,806 116,383 117,914 Drilling services 41,346 69,235 54,462 — — — — — — Other products — — — — — — 27,416 27,984 29,549 Total short-cycle 432,094 480,254 288,714 182,314 213,813 — 123,222 144,367 147,463 Other products and services — — — — — — 120,519 128,805 107,490 $ 432,094 $ 480,254 $ 288,714 $ 182,314 $ 213,813 $ — $ 402,946 $ 394,066 $ 381,913 Financial information by geographic location for each of the three years ended December 31, 2019 , 2018 and 2017 , is summarized below (in thousands). Revenues are attributable to countries based on the location of the entity selling the products or performing the services and include export sales. Long-lived assets are attributable to countries based on the physical location of the operations and its operating assets and do not include intercompany receivable balances. United States United Kingdom Singapore Other Total 2019 Revenues from unaffiliated customers $ 831,317 $ 70,641 $ 56,170 $ 59,226 $ 1,017,354 Long-lived assets 1,237,512 81,855 23,433 69,190 1,411,990 2018 Revenues from unaffiliated customers $ 930,151 $ 64,564 $ 37,938 $ 55,480 $ 1,088,133 Long-lived assets 1,304,494 74,472 24,118 70,473 1,473,557 2017 Revenues from unaffiliated customers $ 548,854 $ 59,909 $ 23,398 $ 38,466 $ 670,627 Long-lived assets 660,271 80,189 25,930 77,109 843,499 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions GEODynamics historically leased certain land and facilities from an equity holder and employee of the Company, following its acquisition of GEODynamics. In connection with the acquisition of GEODynamics, the Company assumed these leases. The Company exercised its option to purchase the most significant leased facility and associated land for approximately $5.4 million in September 2018. Rent expense related to leases with this employee for the years ended December 31, 2019 and 2018 totaled $157 thousand and $330 thousand , respectively. Additionally, GEODynamics purchased products from and sold products to a company in which this employee is an investor in 2019. Purchases from this company were $1.3 million in 2019 . Sales to this company by GEODynamics were $1.4 million in 2019 . |
Valuation Allowances
Valuation Allowances | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation Allowances | Valuation Allowances Activity in the valuation accounts was as follows (in thousands): Balance at Beginning of Period Charged to Costs and Expenses Deductions (net of recoveries) Translation and Other, Net (1) Balance at End of Period Year Ended December 31, 2019: Allowance for doubtful accounts receivable $ 6,701 $ 2,776 $ (819 ) $ 87 $ 8,745 Allowance for excess or obsolete inventory 18,551 3,040 (2,644 ) 84 19,031 Valuation allowance on deferred tax assets 33,762 2,558 — (492 ) 35,828 Year Ended December 31, 2018: Allowance for doubtful accounts receivable $ 7,316 $ 1,520 $ (887 ) $ (1,248 ) $ 6,701 Allowance for excess or obsolete inventory 15,649 2,683 (2,917 ) 3,136 18,551 Valuation allowance on deferred tax assets 37,904 (4,124 ) — (18 ) 33,762 Year Ended December 31, 2017: Allowance for doubtful accounts receivable $ 8,510 $ 339 $ (1,669 ) $ 136 $ 7,316 Allowance for excess or obsolete inventory 14,849 2,494 (1,844 ) 150 15,649 Valuation allowance on deferred tax assets 7,033 30,772 — 99 37,904 ____________________ (1) For the year ended December 31, 2018, amount presented within allowance for doubtful accounts receivables and excess or obsolete inventory includes $0.6 million and $3.3 million , respectively, related to the acquired GEODynamics operations. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) The following table summarizes quarterly financial information for 2019 and 2018 (in thousands, except per share amounts): First Quarter (1) Second Quarter (2) Third Quarter (3) Fourth Quarter (4) 2019 Revenues $ 250,611 $ 264,685 $ 263,697 $ 238,361 Gross profit (5) 19,452 24,872 31,431 16,508 Net loss (14,648 ) (9,740 ) (31,868 ) (175,552 ) Basic and diluted net loss per share (0.25 ) (0.16 ) (0.54 ) (2.95 ) 2018 Revenues $ 253,576 $ 285,845 $ 274,594 $ 274,118 Gross profit (5) 34,738 41,757 28,565 25,934 Net income (loss) (3,492 ) 2,742 (4,019 ) (14,336 ) Basic and diluted net income (loss) per share (0.06 ) 0.05 (0.07 ) (0.24 ) ____________________ (1) During the first quarter of 2019 , the Company recognized $1.0 million (pre-tax) of severance and downsizing charges. In the first quarter of 2018 , the Company recognized $0.8 million (pre-tax) of severance and downsizing charges, $2.6 million (pre-tax) of acquisition-related expenses, $0.9 million (pre-tax) in legal fees incurred for patent defense and $0.7 million (pre-tax) of provision for FLSA claims settlements. (2) During the second quarter of 2019 , the Company recognized $1.3 million (pre-tax) of severance and downsizing charges. (3) During the third quarter of 2019 , the Company recognized a non-cash fixed asset impairment charge of $33.7 million (pre-tax) and $0.7 million (pre-tax) of severance and downsizing charges. In the third quarter of 2018 , the Company recognized $3.5 million (pre-tax) in legal fees incurred for patent defense and recorded $2.6 million (pre-tax) of provision for FLSA claims settlements. Additionally, in the third quarter of 2018 , the Company recognized a $5.8 million discrete net tax benefit resulting from the Tax Reform Legislation discussed in Note 9 , "Income Taxes." (4) During the fourth quarter of 2019 , the Company recognized a non-cash goodwill impairment charge of $165.0 million (pre- and after-tax) and $0.5 million (pre-tax) of severance and downsizing charges. In the fourth quarter of 2018 , the Company recognized $2.4 million (pre-tax) in legal fees incurred for patent defense, $0.8 million (pre-tax) of severance and downsizing charges and $0.7 million (pre-tax) of acquisition related expenses. (5) Gross profit is calculated as revenues less costs of products and services and segment level depreciation and amortization expense. The calculation of gross profit excluded the $33.7 million non-cash fixed asset impairment charge recognized in the third quarter of 2019 and the $165.0 million non-cash goodwill impairment charge recognized in the fourth quarter of 2019. Amounts are calculated independently for each of the quarters presented. Therefore, the sum of the quarterly amounts may not equal the total calculated for the year. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of a few such estimates include goodwill and long-lived asset impairment, revenue and income recognized over time, valuation allowances recorded on deferred tax assets, the fair value of assets and liabilities acquired and identification of associated goodwill and intangible assets, reserves on inventory, allowances for doubtful accounts and potential future adjustments related to contractual indemnification and other agreements. Actual results could materially differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, investments, receivables, payables, debt instruments and foreign currency forward contracts. The Company believes that the carrying values of these instruments, other than its 1.50% convertible senior notes due 2023 (the "Notes") described in Note 7 |
Inventories | Inventories Inventories consist of consumable oilfield products, manufactured equipment, spare parts for manufactured equipment, and work-in-process. Inventories also include raw materials, labor, subcontractor charges, manufacturing overhead and supplies and are carried at the lower of cost or net realizable value, or estimated fair market value at acquisition date if acquired in a business combination. The cost of inventories is determined on an average cost or specific-identification method. A reserve for excess and/or obsolete inventory is maintained based on the age, turnover or condition of the inventory. |
Property, Plant and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at cost or at estimated fair market value at acquisition date if acquired in a business combination, and depreciation is computed, for assets owned or recorded under finance lease, using the straight-line method, after allowing for estimated salvage value where applicable, over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the statements of operations. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price paid for acquired businesses over the allocated fair value of the related net assets after impairments, if applicable. Goodwill is evaluated for impairment annually on December 1 and when an event occurs or circumstances change to suggest that the carrying amount may not be recoverable. Reporting units with goodwill as of December 31, 2019 include Completion Services, Downhole Technologies and Offshore/Manufactured Products. In the evaluation of goodwill, each reporting unit with goodwill on its balance sheet is assessed separately and different relevant events and circumstances are evaluated for each unit. Management estimates the fair value of each reporting unit and compares that fair value to its recorded carrying value. Management utilizes, depending on circumstances, a combination of valuation methodologies including a market approach and an income approach, as well as guideline public company comparables. Projected cash flows are discounted using a long-term weighted average cost of capital for each reporting unit based on estimates of investment returns that would be required by a market participant. As part of the process of assessing goodwill for potential impairment, the total market capitalization of the Company is compared to the sum of the fair values of all reporting units to assess the reasonableness of aggregated fair values. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded. As further discussed in Note 6 , “Goodwill and Other Intangible Assets,” the Company concluded that goodwill recorded in its Downhole Technologies segment was partially impaired during the fourth quarter of 2019 and recognized a non-cash impairment charge of $165.0 million . The goodwill impairment test performed as of December 1, 2019 indicated that the fair value of each of the other reporting unit is greater than its carrying amount. No other goodwill impairment losses have been recorded for the periods presented. For other amortized intangible assets, the useful life of the intangible asset is reviewed and evaluated each reporting period for events and circumstances that may warrant a revision of the remaining useful life. Based on the Company's review, the carrying values of its other intangible assets are recoverable, and no impairment losses have been recorded for the periods presented. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Leases | Leases The Company leases a portion of its facilities, office space, equipment and vehicles under contracts which provide it with the right to control identified assets. Following adoption of the new lease accounting guidance effective January 1, 2019, the Company recognizes the right to use identified assets under operating leases (with an initial term of greater than 12 months) as operating lease assets and the related obligations to make payments under the lease arrangements as operating lease liabilities. Consistent with the Company's historical practice, finance lease obligations, which are not material, are classified within long-term debt while related assets are included within property, plant and equipment. Lease assets and liabilities are recorded at the commencement date based on the present value of lease payments over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. Most of the Company's leases do not provide an implicit interest rate. Therefore, the Company's incremental borrowing rate, based on available information at the lease commencement date, is used to determine the present value of lease payments. Most of the Company's operating leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years . The exercise of lease renewal options is at the Company's sole discretion. The depreciable life of lease-related assets and leasehold improvements are limited by the expected lease term. Certain operating lease agreements include rental payments adjusted periodically for inflation. The Company's operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. While the Company rents or subleases certain real estate to third parties, such amounts are not material. Cash outflows related to operating leases are presented within cash flows from operations. |
Research and Development Costs | Research and Development Costs |
Foreign Currency and Other Comprehensive Loss, Currency Exchange Rate Risk | Foreign Currency and Other Comprehensive Loss Gains and losses resulting from balance sheet translation of international operations where the local currency is the functional currency are included as a component of accumulated other comprehensive loss within stockholders' equity and represent substantially all of the accumulated other comprehensive loss balance. Remeasurements of intercompany advances denominated in a currency other than the functional currency of the entity that are of a long-term investment nature are recognized as a separate component of other comprehensive loss within stockholders' equity. Gains and losses resulting from balance sheet remeasurements of assets and liabilities denominated in a different currency than the functional currency, other than intercompany advances that are of a long-term investment nature, are included in the consolidated statements of operations within "other operating (income) expense , net" as incurred and were not material during the periods presented. Currency Exchange Rate Risk |
Revenue and Cost Recognition | Revenue and Cost Recognition The Company accounts for revenue in accordance with Financial and Accounting Standards Board ("FASB") guidance on revenue from contracts with customers ("ASC 606"), which the Company adopted as of January 1, 2018. Adoption of this new guidance did not have a material impact on the Company's recognition of revenues. The Company's revenue contracts may include one or more promises to transfer a distinct good or service to the customer, which is referred to under ASC 606 as a "performance obligation," and to which revenue is allocated. The Company recognizes revenue and the related cost when, or as, the performance obligations are satisfied. The majority of significant contracts for custom engineered products have a single performance obligation as no individual good or service is separately identifiable from other performance obligations in the contracts. For contracts with multiple distinct performance obligations, the Company allocates revenue to the identified performance obligations in the contract. The Company's product sales terms do not include significant post-performance obligations. The Company's performance obligations may be satisfied at a point in time or over time as work progresses. Revenues from products and services transferred to customers at a point in time accounted for approximately 34% , 29% and 22% of consolidated revenues for the years ended December 31, 2019 , 2018 and 2017 , respectively. The majority of the Company's revenue recognized at a point in time is derived from short-term contracts for standard products. Revenue on these contracts is recognized when control over the product has transferred to the customer. Indicators the Company considers in determining when transfer of control to the customer occurs include: right to payment for the product, transfer of legal title to the customer, transfer of physical possession of the product, transfer of risk and customer acceptance of the product. Revenues from products and services transferred to customers over time accounted for approximately 66% , 71% and 78% of consolidated revenues for the years ended December 31, 2019 , 2018 and 2017 , respectively. The majority of the Company's revenue recognized over time is for services provided under short-term contracts with revenue recognized as the customer receives and consumes the services. In addition, the Company manufactures certain products to individual customer specifications under short-term contracts for which control passes to the customer as the performance obligations are fulfilled and for which, under the new standard, revenue is recognized over time. For significant project-related contracts involving custom engineered products within the Offshore/Manufactured Products segment (also referred to as "project-driven products"), revenues are typically recognized over time using an input measure such as the percentage of costs incurred to date relative to total estimated costs at completion for each contract (cost-to-cost method). Contract costs include labor, material and overhead. Management believes this method is the most appropriate measure of progress on large contracts. Billings on such contracts in excess of costs incurred and estimated profits are classified as a contract liability (deferred revenue). Costs incurred and estimated profits in excess of billings on these contracts are recognized as a contract asset (a component of accounts receivable). Contract estimates for project-related contracts involving custom engineered products are based on various assumptions to project the outcome of future events that may span several years. Changes in assumptions that may affect future project costs and margins include production efficiencies, the complexity of the work to be performed and the availability and costs of labor, materials and subcomponents. As a significant change in one or more of these estimates could affect the profitability of the Company's contracts, contract-related estimates are reviewed regularly. The Company recognizes adjustments in estimated costs and profits on contracts in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss will be incurred on the contract, the full loss is recognized in the period it is identified. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of products. Proceeds from customers for the cost of oilfield rental equipment that is damaged or lost downhole are reflected as gains or losses on the disposition of assets after considering the write-off of the remaining net book value of the equipment. Product costs and service costs include all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs. As disclosed in the consolidated statements of operations, product costs and service costs exclude depreciation and amortization expense and impairment of fixed assets, which are separately presented. Selling, general and administrative costs are charged to expense as incurred. |
Income Taxes | Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded based upon the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect at the time the underlying assets or liabilities are recovered or settled. As further discussed in Note 9 , "Income Taxes," on December 22, 2017, legislation commonly known as the Tax Cuts and Jobs Act ("Tax Reform Legislation") was signed into law which enacts significant changes to U.S. tax and related laws, including certain key U.S. federal income tax provisions applicable to oilfield service and manufacturing companies such as the Company. U.S. state or other regulatory bodies have not finalized potential changes to existing laws and regulations which may result from the new U.S. tax and related laws. In accordance with the Securities and Exchange Commission's Staff Accounting Bulletin No. 118, the Company recorded provisional estimates to reflect the effect of the Tax Reform Legislation on the Company's income tax assets and liabilities as of December 31, 2017. During 2018, the Company adjusted these provisional estimates based upon additional guidance issued by the Internal Revenue Service. Prior to December 22, 2017, the majority of the Company's earnings from international subsidiaries were considered to be indefinitely reinvested outside of the United States and no provision for U.S. income taxes was made for these earnings. However, certain historical foreign earnings were not considered to be indefinitely reinvested outside of the United States and were subject to U.S income tax as earned. If any of the Company's subsidiaries distributed earnings in the form of dividends or otherwise, the Company generally was subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries. As of December 31, 2019 , the Company's total investment in foreign subsidiaries is considered to be indefinitely reinvested outside of the United States. The Company accounts for the U.S. tax effect of global intangible low-taxed income earned by foreign subsidiaries in the period that such income is earned. The Company records a valuation allowance in the reporting period when management believes that it is more likely than not that any deferred tax asset will not be realized. This assessment requires analysis of changes in tax laws as well as available positive and negative evidence, including consideration of losses in recent years, reversals of temporary differences, forecasts of future income and assessment of future business and tax planning strategies. During 2019, 2018 and 2017, the Company recorded valuation allowances primarily with respect to net operating loss carryforwards of certain operations outside the United States. As a result of the changes in U.S. tax laws in 2017 discussed above, the Company also recorded a valuation allowance on its foreign tax credit carryforwards during the fourth quarter of 2017. The calculation of tax liabilities involves assessing uncertainties regarding the application of complex tax regulations. The Company recognizes liabilities for tax expenses based on estimates of whether, and the extent to which, additional taxes will be due. If management ultimately determines that payment of these amounts is unnecessary, the liability is reversed and a tax benefit is recognized during the period in which management determines that the liability is no longer necessary. An additional charge is recorded as a provision for taxes in the period in which management determines that the recorded tax liability is less than the expected ultimate assessment. |
Receivables and Concentration of Credit Risk | Receivables and Concentration of Credit Risk Based on the nature of its customer base, the Company does not believe that it has any significant concentrations of credit risk other than its concentration in the worldwide oil and gas industry. Note 15 , "Segments and Related Information," provides further information with respect to the Company's geographic revenues and significant customers. The Company evaluates the credit-worthiness of its significant, new and existing customers' financial condition and, generally, the Company does not require significant collateral from its customers. |
Allowances for Doubtful Accounts | Allowances for Doubtful Accounts The determination of the collectability of amounts due from customers requires us to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on a continuous process of assessing our portfolio on an individual customer basis taking into account current and expected future market conditions and trends. This process consists of a thorough review of historical collection experience, current aging status of the customer accounts, and financial condition of our customers. Based on a review of these factors, we will establish or adjust allowances for trade and unbilled receivables. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company's customers to make required payments. If a trade receivable is deemed to be uncollectible, the receivable is charged-off against allowance for doubtful accounts. The Company considers the following factors when determining if collection of revenue is reasonably assured: customer credit-worthiness, past transaction history with the customer, customer solvency and changes in customer payment terms. If the Company has no previous experience with the customer, the Company typically obtains reports from various credit organizations to ensure that the customer has a history of paying its creditors. The Company may also request financial information, including financial statements or other documents to ensure that the customer has the means of making payment. If these factors do not indicate collection is reasonably assured, the Company may require a prepayment or other arrangement to support revenue recognition and recording of a trade receivable. If the financial condition of the Company's customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. |
Earnings per Share | Earnings per Share Diluted earnings per share ("EPS") amounts include the effect, if dilutive, of the Company's outstanding stock options, restricted stock and convertible securities under the treasury stock method. Currently issued and outstanding shares of restricted stock remain subject to vesting requirements. The Company is required to compute earnings per share amounts under the two class method in periods with earnings. Holders of shares of unvested restricted stock are entitled to the same liquidation and dividend rights as holders of outstanding common stock and are thus considered participating securities. Under applicable accounting guidance, undistributed earnings, if any, for each period are allocated based on the participation rights of both the common stockholders and holders of any participating securities as if earnings for the respective periods had been distributed. Because both the liquidation and dividend rights are identical, undistributed earnings are allocated on a proportionate basis. The presentation of basic EPS amounts on the face of the accompanying consolidated statements of operations is computed by dividing the net income or loss applicable to the Company's common stockholders by the weighted average shares of outstanding common stock. The calculation of diluted EPS is similar to basic EPS, except that the denominator includes dilutive common stock equivalents and the income or loss included in the numerator excludes the impact, if any, of dilutive common stock equivalents. |
Stock-Based Compensation | Stock-Based Compensation The fair value of share-based payments is estimated using the quoted market price of the Company's common stock and pricing models as of the date of grant as further discussed in Note 12 , "Long-Term Incentive and Deferred Compensation Plans." The resulting cost, net of estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period. In addition to service-based awards, the Company issues performance-based awards, which are conditional based upon Company performance and may vest in an amount that will depend on the Company's achievement of specified performance objectives. |
Guarantees | Guarantees Some product sales in the Offshore/Manufactured Products segment are sold with an assurance warranty, generally ranging from 12 to 18 months. Parts and labor are covered under the terms of the warranty agreement. Warranty provisions are estimated based upon historical experience by product, configuration and geographic region. |
Accounting for Contingencies | Accounting for Contingencies The Company has contingent liabilities and future claims for which estimates of the amount of the eventual cost to liquidate such liabilities are accrued. These liabilities and claims sometimes involve threatened or actual litigation where damages have been quantified and an assessment of exposure has been made and recorded in an amount estimated to cover the expected loss. Other claims or liabilities have been estimated based on their fair value or management's experience in such matters and, when appropriate, the advice of outside counsel or other outside experts. Upon the ultimate resolution of these uncertainties, future reported financial results will be impacted by the difference between the accruals and actual amounts paid in settlement. Examples of areas with important estimates of future liabilities include duties, income taxes, litigation, insurance claims, warranty claims, contractual claims and obligations and discontinued operations. |
Details of Selected Balance S_2
Details of Selected Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Details of Selected Balance Sheet Accounts [Abstract] | |
Schedule of Accounts Receivable | Additional information regarding selected balance sheet accounts as of December 31, 2019 and 2018 is presented below (in thousands). 2019 2018 Accounts receivable, net: Trade $ 178,813 $ 227,052 Unbilled revenue 28,341 35,674 Contract assets 26,034 21,201 Other 9,044 6,381 Total accounts receivable 242,232 290,308 Allowance for doubtful accounts (8,745 ) (6,701 ) $ 233,487 $ 283,607 |
Contract with Customer, Asset and Liability | 2019 2018 Deferred revenue (contract liabilities) $ 17,761 $ 14,160 |
Schedule of Inventory | 2019 2018 Inventories, net: Finished goods and purchased products $ 107,691 $ 96,195 Work in process 21,963 20,552 Raw materials 110,719 111,197 Total inventories 240,373 227,944 Allowance for excess or obsolete inventory (19,031 ) (18,551 ) $ 221,342 $ 209,393 |
Property, Plant and Equipment | Estimated Useful Life (in years) 2019 2018 Property, plant and equipment, net: Land $ 37,507 $ 37,545 Buildings and leasehold improvements 2 – 40 273,384 259,834 Machinery and equipment 1 – 28 246,826 483,629 Completion Services equipment 2 – 10 510,737 492,183 Office furniture and equipment 3 – 10 45,309 43,654 Vehicles 2 – 10 97,264 122,982 Construction in progress 13,281 29,451 Total property, plant and equipment 1,224,308 1,469,278 Accumulated depreciation (764,584 ) (928,851 ) $ 459,724 $ 540,427 |
Schedule of Other Noncurrent Assets | 2019 2018 Other noncurrent assets: Deferred compensation plan $ 22,268 $ 20,468 Deferred income taxes 685 761 Other 5,748 5,815 $ 28,701 $ 27,044 |
Schedule of Accrued Liabilities | 2019 2018 Accrued liabilities: Accrued compensation $ 24,930 $ 29,867 Insurance liabilities 9,108 9,177 Accrued taxes, other than income taxes 3,424 4,530 Accrued commissions 1,481 1,484 Other 9,897 15,672 $ 48,840 $ 60,730 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The following table summarizes the fair value of assets acquired and liabilities assumed in the acquisitions, as of their respective dates of acquisitions (in thousands): GEODynamics Falcon Accounts receivable, net $ 36,193 $ 21,029 Inventories 35,701 242 Property, plant and equipment 25,769 26,979 Intangible assets Customer relationships 105,000 18,254 Patents/Technology/Know-how 48,000 — Tradenames 40,000 4,771 Noncompete agreements 13,000 1,226 Other assets 1,627 491 Accounts payable and accrued liabilities (21,550 ) (10,532 ) Deferred income taxes (24,035 ) (a) — Other liabilities (1,867 ) (167 ) Total identifiable net assets 257,838 62,293 Goodwill 357,502 (b) 21,953 (c) Total net assets $ 615,340 $ 84,246 Consideration consists of: Cash, net of cash acquired $ 295,430 $ 84,246 Oil States common stock 294,910 (d) — Promissory note 25,000 — Total consideration $ 615,340 $ 84,246 ____________________ a. In connection with the acquisition accounting for GEODynamics, the Company provided deferred taxes related to, among other items, fair value adjustments for acquired property, plant and equipment, intangible assets and U.S. tax net operating loss carryforwards. b. Goodwill recognized is primarily attributable to expected synergies resulting from combining the operations of the Company and GEODynamics, as well as intangible assets which did not qualify for separate recognition. The amount of goodwill that is deductible for income tax purposes is not significant. c. Goodwill recognized is primarily attributable to expected synergies resulting from combining the operations of the Company and Falcon, as well as intangible assets which did not qualify for separate recognition. All goodwill is deductible for income tax purposes. d. In accordance with FASB issued guidance, the 8.66 million shares of common stock issued by the Company were valued at $34.05 per share, the closing price of the Company's common stock on January 12, 2018. The Company's common stock price was $23.40 per share on December 12, 2017, when it entered into the definitive agreement to purchase GEODynamics. |
Business Acquisition, Pro Forma Information | The following supplemental unaudited pro forma results of operations data for the Company gives pro forma effect to the consummation of the GEODynamics and Falcon acquisitions as if they had occurred on January 1, 2017. The supplemental unaudited pro forma financial information for the Company was prepared based on historical financial information, adjusted to give pro forma effect to fair value adjustments on depreciation and amortization expense, interest expense, and related tax effects, among others. The pro forma results for the year ended December 31, 2018 and 2017 reflect adjustments to exclude the after-tax impact of transaction costs of $2.8 million and $0.6 million , respectively. The supplemental pro forma financial information is unaudited and may not reflect what the results of the combined operations would have been were the acquisitions to have occurred on January 1, 2017. As such, it is presented for informational purposes only (in thousands, except per share amounts). Unaudited Pro Forma Information Year Ended December 31, 2018 2017 Revenue $ 1,114,757 $ 924,100 Net loss $ (16,605 ) $ (81,143 ) Diluted net loss per share $ (0.28 ) $ (1.38 ) Diluted weighted average common shares outstanding 58,973 58,800 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 are as follows (in thousands): Well Site Services Downhole Technologies Offshore / Manufactured Products Total Completion Services Drilling Services Subtotal Balance as of December 31, 2017 Goodwill $ 199,631 $ 22,767 $ 222,398 $ — $ 162,906 $ 385,304 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — — (117,295 ) 105,103 — 105,103 — 162,906 268,009 Goodwill acquired 21,953 — 21,953 357,502 — 379,455 Foreign currency translation (2 ) — (2 ) — (444 ) (446 ) Balance as of December 31, 2018 $ 127,054 $ — $ 127,054 $ 357,502 $ 162,462 $ 647,018 Balance as of December 31, 2018 Goodwill $ 221,582 $ 22,767 $ 244,349 $ 357,502 $ 162,462 $ 764,313 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — — (117,295 ) 127,054 — 127,054 357,502 162,462 647,018 Goodwill impairment — — — (165,000 ) — (165,000 ) Foreign currency translation — — — — 288 288 Balance as of December 31, 2019 $ 127,054 $ — $ 127,054 $ 192,502 $ 162,750 $ 482,306 Balance as of December 31, 2019 Goodwill $ 221,582 $ 22,767 $ 244,349 $ 357,502 $ 162,750 $ 764,601 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) (165,000 ) — (282,295 ) $ 127,054 $ — $ 127,054 $ 192,502 $ 162,750 $ 482,306 |
Schedule of Finite-Lived Intangible Assets | The following table presents the gross carrying amount and the related accumulated amortization for major intangible asset classes as of December 31, 2019 and 2018 (in thousands): 2019 2018 Other Intangible Assets Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 168,278 $ 44,296 $ 123,982 $ 167,811 $ 33,247 $ 134,564 Patents/Technology/Know-how 85,919 30,791 55,128 84,903 23,418 61,485 Noncompete agreements 17,125 11,061 6,064 18,705 7,544 11,161 Tradenames and other 53,708 8,791 44,917 53,708 5,617 48,091 Total other intangible assets $ 325,030 $ 94,939 $ 230,091 $ 325,127 $ 69,826 $ 255,301 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The following table presents the carrying amounts of the Notes in the consolidated balance sheets (in thousands): December 31, 2019 2018 Principal amount of the liability component $ 192,250 $ 200,000 Less: Unamortized discount 21,544 28,825 Less: Unamortized issuance costs 3,112 4,073 Net carrying amount of the liability component $ 167,594 $ 167,102 Net carrying amount of the equity component $ 25,683 $ 25,683 As of December 31, 2019 and 2018 , long-term debt consisted of the following (in thousands): 2019 2018 Revolving Credit Facility (1) $ 50,534 $ 134,096 1.50% convertible senior notes (2) 167,594 167,102 Promissory note 25,000 25,000 Other debt and finance lease obligations 5,041 5,540 Total debt 248,169 331,738 Less: Current portion (25,617 ) (25,561 ) Total long-term debt $ 222,552 $ 306,177 ____________________ (1) Presented net of $1.4 million and $2.0 million of unamortized debt issuance costs as of December 31, 2019 and 2018 , respectively. (2) The outstanding principal amount of the 1.50% convertible senior notes was $192.3 million and $200.0 million as of December 31, 2019 and 2018 , respectively. |
Schedule of Maturities of Long-term Debt | Scheduled maturities of total debt as of December 31, 2019 , are as follows (in thousands): 2020 $ 25,617 2021 569 2022 51,134 2023 168,037 2024 450 Thereafter 2,362 $ 248,169 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Maturities of Operating Lease Liabilities | The following table provides the scheduled maturities of operating lease liabilities as of December 31, 2019 (in thousands): 2020 $ 10,197 2021 8,416 2022 6,225 2023 5,242 2024 4,621 Thereafter 18,370 Total lease payments 53,071 Less: Imputed interest (8,983 ) Present value of operating lease liabilities 44,088 Less: Current portion (8,311 ) Total long-term operating lease liabilities $ 35,777 |
Lease, Cost | Weighted-average remaining lease term (years) 7.2 Weighted-average discount rate 5.0 % December 31, 2019 (in thousands): Operating lease expense components: Leases with initial term of greater than 12 months $ 11,972 Leases with initial term of 12 months or less 5,906 Total operating lease expense $ 17,878 The following table provides information regarding the non-cash impact of operating lease additions for the year ended December 31, 2019 (in thousands): Operating lease assets obtained in exchange for operating lease liabilities: Upon adoption of standard (January 1, 2019) $ 47,721 Subsequent to adoption of standard 6,013 Total non-cash operating lease additions $ 53,734 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Consolidated loss before income taxes for the years ended December 31, 2019 , 2018 and 2017 consisted of the following (in thousands): 2019 2018 2017 United States $ (254,291 ) $ (29,424 ) $ (77,138 ) Foreign 13,564 7,692 (274 ) Total $ (240,727 ) $ (21,732 ) $ (77,412 ) |
Schedule of Components of Income Tax Expense (Benefit) | Components of income tax provision (benefit) for the years ended December 31, 2019 , 2018 and 2017 consisted of the following (in thousands): 2019 2018 2017 Current: United States $ 300 $ (5,549 ) $ (11,288 ) U.S. state 292 1,534 1,079 Foreign 5,958 4,877 1,305 6,550 862 (8,904 ) Deferred: United States (13,972 ) (2,592 ) 15,888 U.S. state (473 ) (95 ) (729 ) Foreign (1,024 ) (802 ) 1,183 (15,469 ) (3,489 ) 16,342 Total income tax provision (benefit) $ (8,919 ) $ (2,627 ) $ 7,438 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. statutory tax benefit rate to the effective tax provision (benefit) rate for the years ended December 31, 2019 , 2018 and 2017 is as follows: 2019 2018 2017 U.S. statutory tax benefit rate (21.0 )% (21.0 )% (35.0 )% Impairment of goodwill 14.4 — — Effect of Tax Reform Legislation — (26.1 ) 36.4 Valuation allowance against tax assets 0.8 14.0 4.0 Non-deductible compensation 0.3 5.7 1.0 Other non-deductible expenses 0.2 12.6 2.7 Effect of foreign income taxed at different rates 0.7 0.5 (0.3 ) State income taxes, net of federal benefits (0.4 ) (0.3 ) (1.4 ) Other, net 1.3 2.5 2.2 Effective tax provision (benefit) rate (3.7 )% (12.1 )% 9.6 % |
Schedule of Deferred Tax Assets and Liabilities | The significant items giving rise to the deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows (in thousands): 2019 2018 Deferred tax assets: Foreign tax credit carryforwards $ 20,360 $ 19,836 Net operating loss carryforwards 54,772 50,737 Employee benefits 10,778 12,583 Inventory 7,725 6,065 Other 4,686 4,488 Gross deferred tax asset 98,321 93,709 Valuation allowance (35,828 ) (33,762 ) Net deferred tax asset 62,493 59,947 Deferred tax liabilities: Tax over book depreciation (36,387 ) (46,942 ) Intangible assets (56,867 ) (57,867 ) Convertible senior notes discount (4,964 ) (6,569 ) Other (1,669 ) (1,639 ) Deferred tax liability (99,887 ) (113,017 ) Net deferred tax liability $ (37,394 ) $ (53,070 ) |
Schedule of Deferred Tax Reclassifications | 2019 2018 Balance sheet classification: Other non-current assets $ 685 $ 761 Deferred tax liability (38,079 ) (53,831 ) Net deferred tax liability $ (37,394 ) $ (53,070 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Activity of Common Stock Issued and Outstanding | The following table provides details with respect to changes in the number of shares of common stock, $0.01 par value, issued, held in treasury and outstanding during 2019 and 2018 (in thousands). Issued Treasury Stock Outstanding Shares of common stock - December 31, 2017 62,722 11,632 51,090 Acquisition of GEODynamics 8,661 — 8,661 Restricted stock awards, net of forfeitures 371 — 371 Shares withheld for taxes on vesting of restricted stock awards — 152 (152 ) Shares of common stock - December 31, 2018 71,754 11,784 59,970 Restricted stock awards, net of forfeitures 792 — 792 Shares withheld for taxes on vesting of restricted stock awards — 210 (210 ) Purchase of treasury stock — 51 (51 ) Shares of common stock - December 31, 2019 72,546 12,045 60,501 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The table below provides a reconciliation of the numerators and denominators of basic and diluted net loss per share for the years ended December 31, 2019 , 2018 and 2017 (in thousands, except per share amounts): 2019 2018 2017 Numerators: Net loss $ (231,808 ) $ (19,105 ) $ (84,850 ) Less: Income attributable to unvested restricted stock awards — — — Numerator for basic net loss per share (231,808 ) (19,105 ) (84,850 ) Less: Income attributable to unvested restricted stock awards — — — Numerator for basic net loss per share (231,808 ) (19,105 ) (84,850 ) Effect of dilutive securities: Unvested restricted stock awards — — — Numerator for diluted net loss per share $ (231,808 ) $ (19,105 ) $ (84,850 ) Denominators: Weighted average number of common shares outstanding 60,424 59,680 51,253 Less: Weighted average number of unvested restricted stock awards outstanding (1,045 ) (968 ) (1,114 ) Denominator for basic and diluted net loss per share 59,379 58,712 50,139 Net loss per share: Basic $ (3.90 ) $ (0.33 ) $ (1.69 ) Diluted (3.90 ) (0.33 ) (1.69 ) |
Long-Term Incentive and Defer_2
Long-Term Incentive and Deferred Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table presents changes in restricted stock awards and related information for the year ended December 31, 2019 (shares in thousands): Service-based Restricted Stock Performance-based Restricted Stock Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Total Number of Restricted Shares Unvested, December 31, 2018 930 $ 33.06 227 $ 44.20 1,157 Granted 702 17.64 77 17.58 779 Performance adjustment (1) — — 50 — 50 Vested (552 ) 33.05 (106 ) 37.93 (658 ) Forfeited (16 ) 35.58 — — (16 ) Unvested, December 31, 2019 1,064 22.84 248 37.22 1,312 ____________________ (1) Reflects an adjustment to the number of shares to be issued upon vesting of the 2017 performance-based awards, resulting from a 167% achievement level compared to target. |
Schedule of Share-based Compensation, Stock Options, Activity | The following table presents the changes in stock options outstanding and related information for the year ended December 31, 2019 (shares in thousands): Options Weighted Average Exercise Price (1) Weighted Average Contractual Life (years) Aggregate Intrinsic Value (thousands) Outstanding Options, December 31, 2018 682 $ 49.00 4.1 $ — Forfeited/Expired (46 ) 51.67 Outstanding Options, December 31, 2019 636 48.81 3.0 — Exercisable Options, December 31, 2019 636 $ 48.81 3.0 $ — ____________________ (1) Exercise prices ranged from $41.49 to $58.54 as of December 31, 2019 . |
Segments and Related Informat_2
Segments and Related Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Financial information by business segment for each of the three years ended December 31, 2019 , 2018 and 2017 , is summarized in the following table (in thousands). Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets 2019 Well Site Services - Completion Services $ 390,748 $ 68,440 $ (11,621 ) $ 30,806 $ 459,078 Drilling Services (1) 41,346 9,973 (43,419 ) 2,664 19,171 Total Well Site Services 432,094 78,413 (55,040 ) 33,470 478,249 Downhole Technologies (2) 182,314 21,247 (164,008 ) 13,808 529,677 Offshore/Manufactured Products 402,946 22,842 36,022 7,692 677,036 Corporate — 817 (45,154 ) 1,146 42,905 Total $ 1,017,354 $ 123,319 $ (228,180 ) $ 56,116 $ 1,727,867 2018 Well Site Services - Completion Services $ 411,019 $ 66,415 $ (7,647 ) $ 50,423 $ 523,235 Drilling Services 69,235 14,354 (9,363 ) 6,591 64,661 Total Well Site Services 480,254 80,769 (17,010 ) 57,014 587,896 Downhole Technologies 213,813 18,649 26,705 16,167 691,874 Offshore/Manufactured Products 394,066 23,207 38,914 13,797 683,285 Corporate — 905 (54,485 ) 1,046 40,766 Total $ 1,088,133 $ 123,530 $ (5,876 ) $ 88,024 $ 2,003,821 2017 Well Site Services - Completion Services $ 234,252 $ 63,528 $ (45,169 ) $ 17,303 $ 424,309 Drilling Services 54,462 18,513 (13,909 ) 3,529 72,876 Total Well Site Services 288,714 82,041 (59,078 ) 20,832 497,185 Downhole Technologies — — — — — Offshore/Manufactured Products 381,913 24,596 38,155 13,484 760,079 Corporate — 1,030 (52,949 ) 855 44,247 Total $ 670,627 $ 107,667 $ (73,872 ) $ 35,171 $ 1,301,511 ___________ (1) Operating loss for the Drilling Services business includes a non-cash fixed asset impairment charge of $33.7 million . See Note 4 , “Details of Selected Balance Sheet Accounts,” for further discussion. (2) Operating loss for the Downhole Technologies segment includes a non-cash goodwill impairment charge of $165.0 million . See Note 6 , "Goodwill and Other Intangible Assets," for further discussion. |
Disaggregation of Revenue | The following table provides supplemental disaggregated revenue from contracts with customers by business segment for the three years ended December 31, 2019 , 2018 and 2017 (in thousands): Well Site Services Downhole Technologies Offshore/Manufactured Products 2019 2018 2017 2019 2018 2017 2019 2018 2017 Major revenue categories - Project-driven products $ — $ — $ — $ — $ — $ — $ 159,205 $ 120,894 $ 126,960 Short-cycle: Completion products and services 390,748 411,019 234,252 182,314 213,813 — 95,806 116,383 117,914 Drilling services 41,346 69,235 54,462 — — — — — — Other products — — — — — — 27,416 27,984 29,549 Total short-cycle 432,094 480,254 288,714 182,314 213,813 — 123,222 144,367 147,463 Other products and services — — — — — — 120,519 128,805 107,490 $ 432,094 $ 480,254 $ 288,714 $ 182,314 $ 213,813 $ — $ 402,946 $ 394,066 $ 381,913 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Financial information by geographic location for each of the three years ended December 31, 2019 , 2018 and 2017 , is summarized below (in thousands). Revenues are attributable to countries based on the location of the entity selling the products or performing the services and include export sales. Long-lived assets are attributable to countries based on the physical location of the operations and its operating assets and do not include intercompany receivable balances. United States United Kingdom Singapore Other Total 2019 Revenues from unaffiliated customers $ 831,317 $ 70,641 $ 56,170 $ 59,226 $ 1,017,354 Long-lived assets 1,237,512 81,855 23,433 69,190 1,411,990 2018 Revenues from unaffiliated customers $ 930,151 $ 64,564 $ 37,938 $ 55,480 $ 1,088,133 Long-lived assets 1,304,494 74,472 24,118 70,473 1,473,557 2017 Revenues from unaffiliated customers $ 548,854 $ 59,909 $ 23,398 $ 38,466 $ 670,627 Long-lived assets 660,271 80,189 25,930 77,109 843,499 |
Valuation Allowances (Tables)
Valuation Allowances (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Summary of Valuation Allowance | Activity in the valuation accounts was as follows (in thousands): Balance at Beginning of Period Charged to Costs and Expenses Deductions (net of recoveries) Translation and Other, Net (1) Balance at End of Period Year Ended December 31, 2019: Allowance for doubtful accounts receivable $ 6,701 $ 2,776 $ (819 ) $ 87 $ 8,745 Allowance for excess or obsolete inventory 18,551 3,040 (2,644 ) 84 19,031 Valuation allowance on deferred tax assets 33,762 2,558 — (492 ) 35,828 Year Ended December 31, 2018: Allowance for doubtful accounts receivable $ 7,316 $ 1,520 $ (887 ) $ (1,248 ) $ 6,701 Allowance for excess or obsolete inventory 15,649 2,683 (2,917 ) 3,136 18,551 Valuation allowance on deferred tax assets 37,904 (4,124 ) — (18 ) 33,762 Year Ended December 31, 2017: Allowance for doubtful accounts receivable $ 8,510 $ 339 $ (1,669 ) $ 136 $ 7,316 Allowance for excess or obsolete inventory 14,849 2,494 (1,844 ) 150 15,649 Valuation allowance on deferred tax assets 7,033 30,772 — 99 37,904 ____________________ (1) For the year ended December 31, 2018, amount presented within allowance for doubtful accounts receivables and excess or obsolete inventory includes $0.6 million and $3.3 million , respectively, related to the acquired GEODynamics operations. |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following table summarizes quarterly financial information for 2019 and 2018 (in thousands, except per share amounts): First Quarter (1) Second Quarter (2) Third Quarter (3) Fourth Quarter (4) 2019 Revenues $ 250,611 $ 264,685 $ 263,697 $ 238,361 Gross profit (5) 19,452 24,872 31,431 16,508 Net loss (14,648 ) (9,740 ) (31,868 ) (175,552 ) Basic and diluted net loss per share (0.25 ) (0.16 ) (0.54 ) (2.95 ) 2018 Revenues $ 253,576 $ 285,845 $ 274,594 $ 274,118 Gross profit (5) 34,738 41,757 28,565 25,934 Net income (loss) (3,492 ) 2,742 (4,019 ) (14,336 ) Basic and diluted net income (loss) per share (0.06 ) 0.05 (0.07 ) (0.24 ) ____________________ (1) During the first quarter of 2019 , the Company recognized $1.0 million (pre-tax) of severance and downsizing charges. In the first quarter of 2018 , the Company recognized $0.8 million (pre-tax) of severance and downsizing charges, $2.6 million (pre-tax) of acquisition-related expenses, $0.9 million (pre-tax) in legal fees incurred for patent defense and $0.7 million (pre-tax) of provision for FLSA claims settlements. (2) During the second quarter of 2019 , the Company recognized $1.3 million (pre-tax) of severance and downsizing charges. (3) During the third quarter of 2019 , the Company recognized a non-cash fixed asset impairment charge of $33.7 million (pre-tax) and $0.7 million (pre-tax) of severance and downsizing charges. In the third quarter of 2018 , the Company recognized $3.5 million (pre-tax) in legal fees incurred for patent defense and recorded $2.6 million (pre-tax) of provision for FLSA claims settlements. Additionally, in the third quarter of 2018 , the Company recognized a $5.8 million discrete net tax benefit resulting from the Tax Reform Legislation discussed in Note 9 , "Income Taxes." (4) During the fourth quarter of 2019 , the Company recognized a non-cash goodwill impairment charge of $165.0 million (pre- and after-tax) and $0.5 million (pre-tax) of severance and downsizing charges. In the fourth quarter of 2018 , the Company recognized $2.4 million (pre-tax) in legal fees incurred for patent defense, $0.8 million (pre-tax) of severance and downsizing charges and $0.7 million (pre-tax) of acquisition related expenses. (5) Gross profit is calculated as revenues less costs of products and services and segment level depreciation and amortization expense. The calculation of gross profit excluded the $33.7 million non-cash fixed asset impairment charge recognized in the third quarter of 2019 and the $165.0 million non-cash goodwill impairment charge recognized in the fourth quarter of 2019. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 30, 2018 | |
Debt Instrument [Line Items] | |||||
Impairment of goodwill | $ 165,000,000 | $ 165,000,000 | $ 0 | $ 0 | |
Impairment of intangible assets | 0 | 0 | 0 | ||
Impairment of fixed assets | 33,697,000 | 0 | 0 | ||
Research and development expense | 7,000,000 | 6,600,000 | $ 5,300,000 | ||
Derivative, notional amount | $ 0 | $ 0 | $ 0 | ||
Remaining performance obligation in next twelve months, percentage | 42.00% | 42.00% | |||
Product warranty period, minimum | 12 months | ||||
Product warranty period, maximum | 18 months | ||||
Maximum amount of potential payment under guarantor obligation | $ 19,300,000 | $ 19,300,000 | |||
1.5% Convertible Unsecured Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.50% | 1.50% | 1.50% | ||
Convertible Debt | 1.5% Convertible Unsecured Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.50% | 1.50% | 1.50% | ||
Long-term debt, gross | $ 192,250,000 | $ 192,250,000 | $ 200,000,000 | ||
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 1 | Convertible Debt | 1.5% Convertible Unsecured Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Long term debt, fair value | $ 173,900,000 | $ 173,900,000 | |||
Transferred at Point in Time | |||||
Debt Instrument [Line Items] | |||||
Percentage of revenue | 34.00% | 29.00% | 22.00% | ||
Transferred over Time | |||||
Debt Instrument [Line Items] | |||||
Percentage of revenue | 66.00% | 71.00% | 78.00% | ||
Minimum | |||||
Debt Instrument [Line Items] | |||||
Operating lease, extension term | 1 year | 1 year | |||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Operating lease, extension term | 20 years | 20 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Remaining Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 $ in Millions | Dec. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 159.1 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease assets, net | $ 43,616 | |
Present value of operating lease liabilities | $ 44,088 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease assets, net | $ 47,700 | |
Present value of operating lease liabilities | $ 47,700 |
Details of Selected Balance S_3
Details of Selected Balance Sheet Accounts - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 242,232 | $ 290,308 |
Allowance for doubtful accounts | (8,745) | (6,701) |
Accounts receivable, net | 233,487 | 283,607 |
Trade | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 178,813 | 227,052 |
Unbilled revenue | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 28,341 | 35,674 |
Contract assets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 26,034 | 21,201 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 9,044 | $ 6,381 |
Details of Selected Balance S_4
Details of Selected Balance Sheet Accounts - Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Details of Selected Balance Sheet Accounts [Abstract] | ||
Deferred revenue (contract liabilities) | $ 17,761 | $ 14,160 |
Details of Selected Balance S_5
Details of Selected Balance Sheet Accounts - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2019USD ($)rigservice | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2019rig | |
Segment Reporting Information [Line Items] | |||||
Increase (decrease) in contract with customer, asset | $ 4,800 | $ (20,000) | |||
Increases due to revenue recognized during the period | 25,000 | 17,700 | |||
Contract with customer, asset, reclassified to receivable | 20,000 | 38,000 | |||
Increase (decrease) in contract with customer, liability | 3,600 | (4,100) | |||
Increases due to billings, excluding amounts recognized as revenue during the period | 12,200 | 7,400 | |||
Contract with customer, liability, revenue recognized | 8,500 | 11,100 | |||
Impairment of fixed assets | 33,697 | 0 | $ 0 | ||
Depreciation | 96,500 | 97,200 | $ 99,000 | ||
Offshore/Manufactured Products | |||||
Segment Reporting Information [Line Items] | |||||
Gain on insurance settlement | $ 3,800 | ||||
Drilling Services | Total Well Site Services | |||||
Segment Reporting Information [Line Items] | |||||
Number of rigs | 9 | 34 | |||
Number of rigs to be disposed of | rig | 25 | ||||
Impairment of long-lived assets to be disposed of | $ 25,500 | ||||
Impairment of long-lived assets held-for-use | 8,200 | ||||
Impairment of fixed assets | 33,700 | ||||
Fair Value, Inputs, Level 3 | Drilling Services | Total Well Site Services | |||||
Segment Reporting Information [Line Items] | |||||
Assets held-for-sale, long lived, fair value disclosure | $ 4,900 | ||||
Scenario, Adjustment | |||||
Segment Reporting Information [Line Items] | |||||
Decrease in accumulated depreciation | 257,759 | ||||
Machinery and equipment | Scenario, Adjustment | |||||
Segment Reporting Information [Line Items] | |||||
Decrease in property, plant and equipment | $ 257,800 |
Details of Selected Balance S_6
Details of Selected Balance Sheet Accounts - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Details of Selected Balance Sheet Accounts [Abstract] | ||
Finished goods and purchased products | $ 107,691 | $ 96,195 |
Work in process | 21,963 | 20,552 |
Raw materials | 110,719 | 111,197 |
Total inventories | 240,373 | 227,944 |
Allowance for excess or obsolete inventory | (19,031) | (18,551) |
Inventories, net | $ 221,342 | $ 209,393 |
Details of Selected Balance S_7
Details of Selected Balance Sheet Accounts - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,224,308 | $ 1,469,278 |
Accumulated depreciation | (764,584) | (928,851) |
Property, plant and equipment, net | 459,724 | 540,427 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 37,507 | 37,545 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 273,384 | 259,834 |
Buildings and leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 2 years | |
Buildings and leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 40 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 246,826 | 483,629 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 1 year | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 28 years | |
Completion Services equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 510,737 | 492,183 |
Completion Services equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 2 years | |
Completion Services equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 45,309 | 43,654 |
Office furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Office furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 97,264 | 122,982 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 2 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 13,281 | $ 29,451 |
Details of Selected Balance S_8
Details of Selected Balance Sheet Accounts - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Details of Selected Balance Sheet Accounts [Abstract] | ||
Deferred compensation plan | $ 22,268 | $ 20,468 |
Deferred income taxes | 685 | 761 |
Other | 5,748 | 5,815 |
Other noncurrent assets | $ 28,701 | $ 27,044 |
Details of Selected Balance S_9
Details of Selected Balance Sheet Accounts - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Details of Selected Balance Sheet Accounts [Abstract] | ||
Accrued compensation | $ 24,930 | $ 29,867 |
Insurance liabilities | 9,108 | 9,177 |
Accrued taxes, other than income taxes | 3,424 | 4,530 |
Accrued commissions | 1,481 | 1,484 |
Other | 9,897 | 15,672 |
Accrued Liabilities | $ 48,840 | $ 60,730 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | Feb. 28, 2018 | Jan. 12, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||||
Payments to acquire business | $ 0 | $ 379,676 | $ 12,859 | ||||
Stock issued in acquisition (in shares) | 8,661 | ||||||
Acquisition and merger related expenses | $ 700 | $ 2,600 | $ 3,600 | 900 | |||
Transaction costs | 231,808 | 19,105 | 84,850 | ||||
Payments to acquire assets and intellectual property | $ 56,116 | 88,024 | 35,171 | ||||
GEODynamics, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire business | $ 295,430 | ||||||
Stock issued in acquisition (in shares) | 8,660 | ||||||
Consideration transferred, equity interest issued | $ 294,910 | ||||||
Consideration transferred, unsecured promissory note | 25,000 | ||||||
Total consideration | $ 615,340 | ||||||
Falcon | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire business | $ 84,246 | ||||||
Consideration transferred, equity interest issued | 0 | ||||||
Consideration transferred, unsecured promissory note | 0 | ||||||
Total consideration | $ 84,246 | ||||||
Unsecured Debt | |||||||
Business Acquisition [Line Items] | |||||||
Interest rate | 2.50% | ||||||
Offshore/Manufactured Products | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire assets and intellectual property | 12,900 | ||||||
Acquisition-related Costs | |||||||
Business Acquisition [Line Items] | |||||||
Transaction costs | $ 2,800 | $ 600 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Feb. 28, 2018 | Jan. 12, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 482,306 | $ 646,700 | $ 647,018 | $ 268,009 | ||
GEODynamics, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable, net | $ 36,193 | |||||
Inventories | 35,701 | |||||
Property, plant and equipment | 25,769 | |||||
Other assets | 1,627 | |||||
Accounts payable and accrued liabilities | (21,550) | |||||
Deferred income taxes | (24,035) | |||||
Other liabilities | (1,867) | |||||
Total identifiable net assets | 257,838 | |||||
Goodwill | 357,502 | |||||
Total net assets | 615,340 | |||||
GEODynamics, Inc. | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 105,000 | |||||
GEODynamics, Inc. | Patents/Technology/Know-how | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 48,000 | |||||
GEODynamics, Inc. | Tradenames | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 40,000 | |||||
GEODynamics, Inc. | Noncompete agreements | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 13,000 | |||||
Falcon | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable, net | $ 21,029 | |||||
Inventories | 242 | |||||
Property, plant and equipment | 26,979 | |||||
Other assets | 491 | |||||
Accounts payable and accrued liabilities | (10,532) | |||||
Deferred income taxes | 0 | |||||
Other liabilities | (167) | |||||
Total identifiable net assets | 62,293 | |||||
Goodwill | 21,953 | |||||
Total net assets | 84,246 | |||||
Falcon | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 18,254 | |||||
Falcon | Patents/Technology/Know-how | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 0 | |||||
Falcon | Tradenames | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 4,771 | |||||
Falcon | Noncompete agreements | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 1,226 |
Business Acquisitions - Summa_2
Business Acquisitions - Summary of Consideration Transferred (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Feb. 28, 2018 | Jan. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 12, 2017 |
Business Acquisition [Line Items] | ||||||
Cash, net of cash acquired | $ 0 | $ 379,676 | $ 12,859 | |||
Stock issued in acquisition (in shares) | 8,661 | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 23.40 | |||
GEODynamics, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Cash, net of cash acquired | $ 295,430 | |||||
Oil States common stock | 294,910 | |||||
Promissory note | 25,000 | |||||
Total consideration | $ 615,340 | |||||
Stock issued in acquisition (in shares) | 8,660 | |||||
Business acquisition, share price (in dollars per share) | $ 34.05 | |||||
Falcon | ||||||
Business Acquisition [Line Items] | ||||||
Cash, net of cash acquired | $ 84,246 | |||||
Oil States common stock | 0 | |||||
Promissory note | 0 | |||||
Total consideration | $ 84,246 |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Revenue | $ 1,114,757 | $ 924,100 |
Net loss | $ (16,605) | $ (81,143) |
Diluted net loss per share (in dollars per share) | $ (0.28) | $ (1.38) |
Diluted weighted average common shares outstanding (in shares) | 58,973 | 58,800 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)reporting_unit | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 01, 2019 | Sep. 30, 2019USD ($) | |
Goodwill [Line Items] | ||||||
Number of reporting units | reporting_unit | 3 | |||||
Goodwill, net | $ 482,306,000 | $ 482,306,000 | $ 647,018,000 | $ 268,009,000 | $ 646,700,000 | |
Impairment of goodwill | 165,000,000 | $ 165,000,000 | 0 | 0 | ||
Reporting unit, percentage increase in discount rate | 0.50% | |||||
Goodwill impairment loss, increase in charge due to increase in discount rate | $ 28,000,000 | |||||
Amortization | $ 26,800,000 | $ 26,300,000 | 8,700,000 | |||
Useful life | 12 years 10 months 24 days | 13 years 6 months | ||||
Amortization expense, next twelve months | 25,000,000 | $ 25,000,000 | ||||
Amortization expense, year two | 20,600,000 | 20,600,000 | ||||
Amortization expense, year three | 19,700,000 | 19,700,000 | ||||
Amortization expense, year four | 16,700,000 | 16,700,000 | ||||
Amortization expense, year five | 16,700,000 | 16,700,000 | ||||
Downhole Technologies | ||||||
Goodwill [Line Items] | ||||||
Goodwill, net | 192,502,000 | 192,502,000 | $ 357,502,000 | 0 | ||
Impairment of goodwill | 165,000,000 | |||||
Total Well Site Services | ||||||
Goodwill [Line Items] | ||||||
Goodwill, net | 127,054,000 | 127,054,000 | 127,054,000 | 105,103,000 | ||
Impairment of goodwill | 0 | |||||
Offshore / Manufactured Products | ||||||
Goodwill [Line Items] | ||||||
Goodwill, net | 162,750,000 | 162,750,000 | 162,462,000 | 162,906,000 | ||
Impairment of goodwill | 0 | |||||
Reporting unit, percentage of fair value in excess of carrying amount | 38.00% | |||||
Completion Services | Total Well Site Services | ||||||
Goodwill [Line Items] | ||||||
Goodwill, net | $ 127,054,000 | 127,054,000 | $ 127,054,000 | $ 105,103,000 | ||
Impairment of goodwill | $ 0 | |||||
Reporting unit, percentage of fair value in excess of carrying amount | 24.00% | |||||
Minimum | ||||||
Goodwill [Line Items] | ||||||
Reporting unit, discount rate | 12.50% | |||||
Maximum | ||||||
Goodwill [Line Items] | ||||||
Reporting unit, discount rate | 13.00% |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Changes in the Carrying Value of Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||||
Goodwill, gross, beginning | $ 764,313,000 | $ 385,304,000 | ||
Accumulated impairment losses, beginning | (117,295,000) | (117,295,000) | ||
Goodwill, net, beginning | $ 646,700,000 | 647,018,000 | 268,009,000 | |
Goodwill acquired | 379,455,000 | |||
Impairment of goodwill | (165,000,000) | (165,000,000) | 0 | $ 0 |
Foreign currency translation | 288,000 | (446,000) | ||
Goodwill, gross, ending | 764,601,000 | 764,601,000 | 764,313,000 | 385,304,000 |
Accumulated impairment losses, ending | (282,295,000) | (282,295,000) | (117,295,000) | (117,295,000) |
Goodwill, net, ending | 482,306,000 | 482,306,000 | 647,018,000 | 268,009,000 |
Total Well Site Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, gross, beginning | 244,349,000 | 222,398,000 | ||
Accumulated impairment losses, beginning | (117,295,000) | (117,295,000) | ||
Goodwill, net, beginning | 127,054,000 | 105,103,000 | ||
Goodwill acquired | 21,953,000 | |||
Impairment of goodwill | 0 | |||
Foreign currency translation | 0 | (2,000) | ||
Goodwill, gross, ending | 244,349,000 | 244,349,000 | 244,349,000 | 222,398,000 |
Accumulated impairment losses, ending | (117,295,000) | (117,295,000) | (117,295,000) | (117,295,000) |
Goodwill, net, ending | 127,054,000 | 127,054,000 | 127,054,000 | 105,103,000 |
Total Well Site Services | Completion Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, gross, beginning | 221,582,000 | 199,631,000 | ||
Accumulated impairment losses, beginning | (94,528,000) | (94,528,000) | ||
Goodwill, net, beginning | 127,054,000 | 105,103,000 | ||
Goodwill acquired | 21,953,000 | |||
Impairment of goodwill | 0 | |||
Foreign currency translation | 0 | (2,000) | ||
Goodwill, gross, ending | 221,582,000 | 221,582,000 | 221,582,000 | 199,631,000 |
Accumulated impairment losses, ending | (94,528,000) | (94,528,000) | (94,528,000) | (94,528,000) |
Goodwill, net, ending | 127,054,000 | 127,054,000 | 127,054,000 | 105,103,000 |
Total Well Site Services | Drilling Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, gross, beginning | 22,767,000 | 22,767,000 | ||
Accumulated impairment losses, beginning | (22,767,000) | (22,767,000) | ||
Goodwill, net, beginning | 0 | 0 | ||
Goodwill acquired | 0 | |||
Impairment of goodwill | 0 | |||
Foreign currency translation | 0 | 0 | ||
Goodwill, gross, ending | 22,767,000 | 22,767,000 | 22,767,000 | 22,767,000 |
Accumulated impairment losses, ending | (22,767,000) | (22,767,000) | (22,767,000) | (22,767,000) |
Goodwill, net, ending | 0 | 0 | 0 | 0 |
Downhole Technologies | ||||
Goodwill [Roll Forward] | ||||
Goodwill, gross, beginning | 357,502,000 | 0 | ||
Accumulated impairment losses, beginning | 0 | 0 | ||
Goodwill, net, beginning | 357,502,000 | 0 | ||
Goodwill acquired | 357,502,000 | |||
Impairment of goodwill | (165,000,000) | |||
Foreign currency translation | 0 | 0 | ||
Goodwill, gross, ending | 357,502,000 | 357,502,000 | 357,502,000 | 0 |
Accumulated impairment losses, ending | (165,000,000) | (165,000,000) | 0 | 0 |
Goodwill, net, ending | 192,502,000 | 192,502,000 | 357,502,000 | 0 |
Offshore / Manufactured Products | ||||
Goodwill [Roll Forward] | ||||
Goodwill, gross, beginning | 162,462,000 | 162,906,000 | ||
Accumulated impairment losses, beginning | 0 | 0 | ||
Goodwill, net, beginning | 162,462,000 | 162,906,000 | ||
Goodwill acquired | 0 | |||
Impairment of goodwill | 0 | |||
Foreign currency translation | 288,000 | (444,000) | ||
Goodwill, gross, ending | 162,750,000 | 162,750,000 | 162,462,000 | 162,906,000 |
Accumulated impairment losses, ending | 0 | 0 | 0 | 0 |
Goodwill, net, ending | $ 162,750,000 | $ 162,750,000 | $ 162,462,000 | $ 162,906,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 325,030 | $ 325,127 |
Accumulated Amortization | 94,939 | 69,826 |
Net Carrying Amount | 230,091 | 255,301 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 168,278 | 167,811 |
Accumulated Amortization | 44,296 | 33,247 |
Net Carrying Amount | 123,982 | 134,564 |
Patents/Technology/Know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 85,919 | 84,903 |
Accumulated Amortization | 30,791 | 23,418 |
Net Carrying Amount | 55,128 | 61,485 |
Noncompete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 17,125 | 18,705 |
Accumulated Amortization | 11,061 | 7,544 |
Net Carrying Amount | 6,064 | 11,161 |
Tradenames and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 53,708 | 53,708 |
Accumulated Amortization | 8,791 | 5,617 |
Net Carrying Amount | $ 44,917 | $ 48,091 |
Long-term Debt - Summary of Lon
Long-term Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 30, 2018 | Jan. 12, 2018 |
Debt Instrument [Line Items] | ||||
Net carrying amount of the liability component | $ 248,169 | $ 331,738 | ||
Less: Current portion | (25,617) | (25,561) | ||
Total long-term debt | 222,552 | 306,177 | ||
Debt issuance costs | 1,400 | 2,000 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Net carrying amount of the liability component | 167,594 | 167,102 | ||
Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Net carrying amount of the liability component | 25,000 | 25,000 | ||
Interest rate | 2.50% | |||
Other debt and finance lease obligations | ||||
Debt Instrument [Line Items] | ||||
Net carrying amount of the liability component | 5,041 | 5,540 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Net carrying amount of the liability component | $ 50,534 | $ 134,096 | ||
1.5% Convertible Unsecured Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.50% | 1.50% | ||
1.5% Convertible Unsecured Senior Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Net carrying amount of the liability component | $ 167,594 | $ 167,102 | ||
Debt issuance costs | $ 3,112 | 4,073 | ||
Interest rate | 1.50% | 1.50% | ||
Long-term debt, gross | $ 192,250 | $ 200,000 |
Long-term Debt - Long-term Debt
Long-term Debt - Long-term Debt Maturities Schedule (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 25,617 |
2021 | 569 |
2022 | 51,134 |
2023 | 168,037 |
2024 | 450 |
Thereafter | 2,362 |
Total debt | $ 248,169 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | Jan. 30, 2018USD ($)day$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 12, 2018USD ($) |
Debt Instrument [Line Items] | |||||
Outstanding letters of credit | $ 19,300,000 | ||||
Repayments of convertible debt | 6,724,000 | $ 0 | $ 0 | ||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 350,000,000 | ||||
Line of credit facility, additional borrowing capacity | 500,000,000 | ||||
Long-term line of credit | 51,900,000 | ||||
Remaining borrowing capacity | $ 131,100,000 | ||||
Minimum interest coverage ratio | 3 | ||||
Maximum senior secured leverage ratio | 2.25 | ||||
Maximum leverage ratio | 3.75 | ||||
Revolving Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Unused capacity, commitment fee percentage | 0.25% | ||||
Revolving Credit Facility | Minimum | (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.75% | ||||
Revolving Credit Facility | Minimum | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.75% | ||||
Revolving Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Unused capacity, commitment fee percentage | 0.50% | ||||
Revolving Credit Facility | Maximum | (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.00% | ||||
Revolving Credit Facility | Maximum | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 | ||||
Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 25,000,000 | ||||
Interest rate | 2.50% | ||||
1.5% Convertible Unsecured Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.50% | 1.50% | |||
1.5% Convertible Unsecured Senior Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 200,000,000 | ||||
Interest rate | 1.50% | 1.50% | |||
Proceeds from issuance of debt | $ 194,000,000 | ||||
Debt instrument, repurchased amount | $ 7,800,000 | ||||
Repayments of convertible debt | 6,700,000 | ||||
Debt instrument, unamortized discount | 21,544,000 | $ 28,825,000 | |||
Debt instrument, interest rate, effective percentage | 6.00% | ||||
Interest expense, debt | 10,200,000 | 9,000,000 | |||
Cash interest expense | $ 3,000,000 | $ 2,800,000 | |||
Debt instrument, convertible, conversion ratio | 0.0222748 | ||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 44.89 | ||||
Percentage of stock price trigger | 130.00% | ||||
Convertible threshold, trading days | day | 20 | ||||
Convertible threshold, consecutive trading days | day | 30 | ||||
Debt instrument, convertible, measurement period | day | 5 | ||||
Debt instrument, convertible, threshold consecutive trading days, sale price per share (in dollars per share) | day | 5 | ||||
Debt instrument, threshold percentage of sales price per share | 98.00% |
Long-term Debt - Carrying Amoun
Long-term Debt - Carrying Amount of the 1.50% Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Less: Unamortized issuance costs | $ 1,400 | $ 2,000 |
Net carrying amount of the liability component | 248,169 | 331,738 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Net carrying amount of the liability component | 167,594 | 167,102 |
Convertible Debt | 1.5% Convertible Unsecured Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal amount of the liability component | 192,250 | 200,000 |
Less: Unamortized discount | 21,544 | 28,825 |
Less: Unamortized issuance costs | 3,112 | 4,073 |
Net carrying amount of the liability component | 167,594 | 167,102 |
Net carrying amount of the equity component | $ 25,683 | $ 25,683 |
Leases - Maturity Lease Liabili
Leases - Maturity Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases | |
2020 | $ 10,197 |
2021 | 8,416 |
2022 | 6,225 |
2023 | 5,242 |
2024 | 4,621 |
Thereafter | 18,370 |
Total lease payments | 53,071 |
Less: Imputed interest | (8,983) |
Present value of operating lease liabilities | 44,088 |
Less: Current portion | (8,311) |
Total long-term operating lease liabilities | $ 35,777 |
Weighted-average remaining lease term (years) | 7 years 2 months 12 days |
Weighted-average discount rate | 5.00% |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | |||
Total operating lease expense | $ 17,878 | ||
Rent expense | $ 14,900 | $ 9,100 |
Leases - Operating Lease Expens
Leases - Operating Lease Expense Components (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating lease expense components: | |
Leases with initial term of greater than 12 months | $ 11,972 |
Leases with initial term of 12 months or less | 5,906 |
Total operating lease expense | $ 17,878 |
Leases - Non-cash Impact Of Ope
Leases - Non-cash Impact Of Operating Lease Additions (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | |||
Right-of-use asset obtained in exchange for operating lease liability | $ 6,013 | $ 53,734 | |
Accounting Standards Update 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Right-of-use asset obtained in exchange for operating lease liability | $ 47,721 |
Income Taxes - Consolidated Pre
Income Taxes - Consolidated Pre-tax Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (254,291) | $ (29,424) | $ (77,138) |
Foreign | 13,564 | 7,692 | (274) |
Loss before income taxes | $ (240,727) | $ (21,732) | $ (77,412) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Impairment of goodwill | $ 165,000,000 | $ 165,000,000 | $ 0 | $ 0 |
Impairment of fixed assets | 33,697,000 | 0 | 0 | |
Discrete tax expense (benefit) due to Tax Reform Legislation | (5,800,000) | 28,200,000 | ||
Income tax expense related to transition tax | 41,400,000 | |||
Tax benefit related to the remeasurement of net deferred tax liabilities | $ 13,200,000 | |||
Valuation allowance | 35,828,000 | 35,828,000 | 33,762,000 | |
Foreign tax credit carryforwards | 20,360,000 | 20,360,000 | 19,836,000 | |
Unrecognized tax benefits | 0 | 0 | 0 | |
Income tax penalties and interest accrued | 0 | 0 | 0 | |
Domestic Tax Authority | Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 166,300,000 | 166,300,000 | ||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 138,500,000 | 138,500,000 | ||
Foreign Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 39,200,000 | 39,200,000 | ||
Operating loss carryforwards without expiration | 18,500,000 | 18,500,000 | ||
Net Operating Loss Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance | 15,500,000 | 15,500,000 | $ 13,900,000 | |
GEODynamics, Inc. | Domestic Tax Authority | Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 106,200,000 | 106,200,000 | ||
GEODynamics, Inc. | State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 15,000,000 | 15,000,000 | ||
Downhole Technologies | ||||
Operating Loss Carryforwards [Line Items] | ||||
Impairment of goodwill | $ 165,000,000 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
United States | $ 300 | $ (5,549) | $ (11,288) |
U.S. state | 292 | 1,534 | 1,079 |
Foreign | 5,958 | 4,877 | 1,305 |
Current, Total | 6,550 | 862 | (8,904) |
Deferred: | |||
United States | (13,972) | (2,592) | 15,888 |
U.S. state | (473) | (95) | (729) |
Foreign | (1,024) | (802) | 1,183 |
Deferred, Total | (15,469) | (3,489) | 16,342 |
Total income tax provision (benefit) | $ (8,919) | $ (2,627) | $ 7,438 |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory tax benefit rate | (21.00%) | (21.00%) | (35.00%) |
Impairment of goodwill | 14.40% | 0.00% | 0.00% |
Effect of Tax Reform Legislation | 0 | (0.261) | 0.364 |
Valuation allowance against tax assets | 0.80% | 14.00% | 4.00% |
Non-deductible compensation | 0.30% | 5.70% | 1.00% |
Other non-deductible expenses | 0.20% | 12.60% | 2.70% |
Effect of foreign income taxed at different rates | 0.70% | 0.50% | (0.30%) |
State income taxes, net of federal benefits | (0.40%) | (0.30%) | (1.40%) |
Other, net | 1.30% | 2.50% | 2.20% |
Effective tax provision (benefit) rate | (3.70%) | (12.10%) | 9.60% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Foreign tax credit carryforwards | $ 20,360 | $ 19,836 |
Net operating loss carryforwards | 54,772 | 50,737 |
Employee benefits | 10,778 | 12,583 |
Inventory | 7,725 | 6,065 |
Other | 4,686 | 4,488 |
Gross deferred tax asset | 98,321 | 93,709 |
Valuation allowance | (35,828) | (33,762) |
Net deferred tax asset | 62,493 | 59,947 |
Deferred tax liabilities: | ||
Tax over book depreciation | (36,387) | (46,942) |
Intangible assets | (56,867) | (57,867) |
Convertible senior notes discount | (4,964) | (6,569) |
Other | (1,669) | (1,639) |
Deferred tax liability | (99,887) | (113,017) |
Net deferred tax liability | $ (37,394) | $ (53,070) |
Income Taxes - Deferred Tax Rec
Income Taxes - Deferred Tax Reclassifications (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Other non-current assets | $ 685 | $ 761 |
Deferred tax liability | (38,079) | (53,831) |
Net deferred tax liability | $ (37,394) | $ (53,070) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 12, 2017 | |
Equity [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 23.40 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Stock repurchased during period (in shares) | 51,000 | 0 | 562,000 | |
Stock repurchased during period, value | $ 0.8 | $ 16.2 | ||
Stock repurchase program, remaining authorized repurchase amount | $ 119.8 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Common Stock Issued and Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in Common Stock Outstanding [Roll Forward] | ||
Common stock, shares issued (in shares) | 71,753,937 | 62,722,000 |
Treasury stock, common, (in shares) | 11,784,000 | 11,632,000 |
Common stock, shares outstanding (in shares) | 59,970,000 | 51,090,000 |
Acquisition of GEODynamics (in shares) | 8,661,000 | |
Restricted stock awards, net of forfeitures (in shares) | 792,000 | 371,000 |
Shares withheld for taxes on vesting of restricted stock awards (in shares) | (210,000) | (152,000) |
Purchase of treasury stock (in shares) | (51,000) | |
Common stock, shares issued (in shares) | 72,546,321 | 71,753,937 |
Treasury stock, common, (in shares) | 12,045,000 | 11,784,000 |
Common stock, shares outstanding (in shares) | 60,501,000 | 59,970,000 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss) | $ (67,746) | $ (71,397) |
Currency translation adjustments, net of tax | $ 3,700 | $ (12,900) |
United Kingdom | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exchange rate, strengthened (weakened) | (4.00%) | (6.00%) |
BRAZIL | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exchange rate, strengthened (weakened) | 4.00% | (14.00%) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerators: | |||||||||||
Net loss | $ (175,552) | $ (31,868) | $ (9,740) | $ (14,648) | $ (14,336) | $ (4,019) | $ 2,742 | $ (3,492) | $ (231,808) | $ (19,105) | $ (84,850) |
Less: Income attributable to unvested restricted stock awards | 0 | 0 | 0 | ||||||||
Numerator for basic net loss per share | (231,808) | (19,105) | (84,850) | ||||||||
Less: Income attributable to unvested restricted stock awards | 0 | 0 | 0 | ||||||||
Numerator for basic net loss per share | (231,808) | (19,105) | (84,850) | ||||||||
Effect of dilutive securities: | |||||||||||
Unvested restricted stock awards | 0 | 0 | 0 | ||||||||
Numerator for diluted net loss per share | $ (231,808) | $ (19,105) | $ (84,850) | ||||||||
Denominators: | |||||||||||
Weighted average number of common shares outstanding (in shares) | 60,424 | 59,680 | 51,253 | ||||||||
Less: Weighted average number of unvested restricted stock awards outstanding (in shares) | (1,045) | (968) | (1,114) | ||||||||
Denominator for basic and diluted net loss per share (in shares) | 59,379 | 58,712 | 50,139 | ||||||||
Net loss per share: | |||||||||||
Basic (in dollars per share) | $ (3.90) | $ (0.33) | $ (1.69) | ||||||||
Diluted (in dollars per share) | $ (3.90) | $ (0.33) | $ (1.69) |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Antidilutive securities | 659 | 696 | 709 |
1.5% Convertible Unsecured Senior Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Interest rate | 1.50% | 1.50% |
Long-Term Incentive and Defer_3
Long-Term Incentive and Deferred Compensation Plans - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 16,800,000 | $ 22,600,000 | $ 23,000,000 |
Number of options exercised (in shares) | 0 | 0 | 0 |
Deferred compensation arrangement, recorded liability | $ 1,300,000 | $ 1,300,000 | |
Deferred compensation arrangement, requisite performance period | 3 years | 3 years | |
Deferred compensation plan | $ 22,268,000 | $ 20,468,000 | |
Amounts payable to plan participants | 22,300,000 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred compensation arrangement, potential maximum liability | 0 | 0 | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred compensation arrangement, potential maximum liability | $ 2,700,000 | 2,700,000 | |
Performance-based Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance period | 3 years | ||
Additional performance based shares to be issued if current period metrics are achieved, maximum target award percentage | 200.00% | ||
Time-based Restricted Stock | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Time-based Restricted Stock | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Other than options, vested, fair value | $ 18,200,000 | $ 19,400,000 | $ 17,500,000 |
Compensation costs not yet recognized | $ 14,000,000 | ||
Compensation costs not yet recognized, period for recognition | 1 year 6 months | ||
Stock Options And Restricted Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for future grant | 1,700,000 |
Long-Term Incentive and Defer_4
Long-Term Incentive and Deferred Compensation Plans - Restricted Stock Awards and Related Information (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Service-based Restricted Stock | |
Number of Shares | |
Unvested, December 31, 2018 (in shares) | 930,000 |
Granted (in shares) | 702,000 |
Performance adjustment (in shares) | 0 |
Vested (in shares) | (552,000) |
Forfeited (in shares) | (16,000) |
Unvested, December 31, 2019 (in shares) | 1,064,000 |
Weighted Average Grant Date Fair Value | |
Unvested, December 31, 2018, weighted average grant date fair value (in dollars per share) | $ / shares | $ 33.06 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 17.64 |
Performance adjustment, weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | 33.05 |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | 35.58 |
Unvested, December, 31, 2019, weighted average grant date fair value (in dollars per share) | $ / shares | $ 22.84 |
Performance-based Restricted Stock | |
Number of Shares | |
Unvested, December 31, 2018 (in shares) | 227,000 |
Granted (in shares) | 77,000 |
Performance adjustment (in shares) | 50,000 |
Vested (in shares) | (106,000) |
Forfeited (in shares) | 0 |
Unvested, December 31, 2019 (in shares) | 248,000 |
Weighted Average Grant Date Fair Value | |
Unvested, December 31, 2018, weighted average grant date fair value (in dollars per share) | $ / shares | $ 44.20 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 17.58 |
Performance adjustment, weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | 37.93 |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Unvested, December, 31, 2019, weighted average grant date fair value (in dollars per share) | $ / shares | $ 37.22 |
Performance achievement percentage | 167.00% |
Restricted Stock | |
Number of Shares | |
Unvested, December 31, 2018 (in shares) | 1,157,000 |
Granted (in shares) | 779,000 |
Performance adjustment (in shares) | 50,000 |
Vested (in shares) | (658,000) |
Forfeited (in shares) | (16,000) |
Unvested, December 31, 2019 (in shares) | 1,312,000 |
Long-Term Incentive and Defer_5
Long-Term Incentive and Deferred Compensation Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding Options at December 31, 2018 (in shares) | 682,000 | |
Forfeited/Expired (in shares) | (46,000) | |
Outstanding Options at December 31, 2019 (in shares) | 636,000 | 682,000 |
Exercisable Options at December 31, 2019 (in shares) | 636,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Outstanding Options at December 31, 2018 (in dollars per share) | $ 49 | |
Forfeited/Expired (in dollars per share) | 51.67 | |
Outstanding Options at December 31, 2019 (in dollars per share) | 48.81 | $ 49 |
Exercisable Options at December 31, 2019 (in dollars per share) | $ 48.81 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Outstanding options, weighted average remaining contractual term | 3 years | 4 years 1 month 6 days |
Exercisable options at December 31, 2019, weighted average remaining contractual term | 3 years | |
Outstanding options, intrinsic value | $ 0 | $ 0 |
Exercisable options at December 31, 2019, intrinsic value | $ 0 | |
Options, exercise price range, lower limit (in dollars per share) | $ 41.49 | |
Options, exercise price range, upper limit (in dollars per share) | $ 58.54 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan expense | $ 9.5 | $ 8.6 | $ 6.8 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Jan. 12, 2018USD ($) |
Unsecured Debt | |
Loss Contingencies [Line Items] | |
Debt instrument, face amount | $ 25,000,000 |
Segments and Related Informat_3
Segments and Related Information - Narrative (Details) - segment | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | |||
Number of reportable segments | 3 | ||
One Customer | Customer Concentration Risk | Revenue Benchmark | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 10.00% | 16.00% | |
One Customer | Customer Concentration Risk | Accounts Receivable | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 11.00% |
Segments and Related Informat_4
Segments and Related Information - Financial Information by Business Segment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 238,361,000 | $ 263,697,000 | $ 264,685,000 | $ 250,611,000 | $ 274,118,000 | $ 274,594,000 | $ 285,845,000 | $ 253,576,000 | $ 1,017,354,000 | $ 1,088,133,000 | $ 670,627,000 |
Depreciation and amortization expense | 123,319,000 | 123,530,000 | 107,667,000 | ||||||||
Operating income (loss) | (228,180,000) | (5,876,000) | (73,872,000) | ||||||||
Capital expenditures | 56,116,000 | 88,024,000 | 35,171,000 | ||||||||
Total assets | 1,727,867,000 | 2,003,821,000 | 1,727,867,000 | 2,003,821,000 | 1,301,511,000 | ||||||
Impairment of fixed assets | 33,697,000 | 0 | 0 | ||||||||
Impairment of goodwill | 165,000,000 | 165,000,000 | 0 | 0 | |||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Depreciation and amortization expense | 817,000 | 905,000 | 1,030,000 | ||||||||
Operating income (loss) | (45,154,000) | (54,485,000) | (52,949,000) | ||||||||
Capital expenditures | 1,146,000 | 1,046,000 | 855,000 | ||||||||
Total assets | 42,905,000 | 40,766,000 | 42,905,000 | 40,766,000 | 44,247,000 | ||||||
Total Well Site Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 432,094,000 | 480,254,000 | 288,714,000 | ||||||||
Impairment of goodwill | 0 | ||||||||||
Total Well Site Services | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 432,094,000 | 480,254,000 | 288,714,000 | ||||||||
Depreciation and amortization expense | 78,413,000 | 80,769,000 | 82,041,000 | ||||||||
Operating income (loss) | (55,040,000) | (17,010,000) | (59,078,000) | ||||||||
Capital expenditures | 33,470,000 | 57,014,000 | 20,832,000 | ||||||||
Total assets | 478,249,000 | 587,896,000 | 478,249,000 | 587,896,000 | 497,185,000 | ||||||
Total Well Site Services | Completion Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Impairment of goodwill | 0 | ||||||||||
Total Well Site Services | Completion Services | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 390,748,000 | 411,019,000 | 234,252,000 | ||||||||
Depreciation and amortization expense | 68,440,000 | 66,415,000 | 63,528,000 | ||||||||
Operating income (loss) | (11,621,000) | (7,647,000) | (45,169,000) | ||||||||
Capital expenditures | 30,806,000 | 50,423,000 | 17,303,000 | ||||||||
Total assets | 459,078,000 | 523,235,000 | 459,078,000 | 523,235,000 | 424,309,000 | ||||||
Total Well Site Services | Drilling Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Impairment of fixed assets | $ 33,700,000 | ||||||||||
Impairment of goodwill | 0 | ||||||||||
Total Well Site Services | Drilling Services | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 41,346,000 | 69,235,000 | 54,462,000 | ||||||||
Depreciation and amortization expense | 9,973,000 | 14,354,000 | 18,513,000 | ||||||||
Operating income (loss) | (43,419,000) | (9,363,000) | (13,909,000) | ||||||||
Capital expenditures | 2,664,000 | 6,591,000 | 3,529,000 | ||||||||
Total assets | 19,171,000 | 64,661,000 | 19,171,000 | 64,661,000 | 72,876,000 | ||||||
Downhole Technologies | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 182,314,000 | 213,813,000 | 0 | ||||||||
Impairment of goodwill | 165,000,000 | ||||||||||
Downhole Technologies | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 182,314,000 | 213,813,000 | 0 | ||||||||
Depreciation and amortization expense | 21,247,000 | 18,649,000 | 0 | ||||||||
Operating income (loss) | (164,008,000) | 26,705,000 | 0 | ||||||||
Capital expenditures | 13,808,000 | 16,167,000 | 0 | ||||||||
Total assets | 529,677,000 | 691,874,000 | 529,677,000 | 691,874,000 | 0 | ||||||
Offshore / Manufactured Products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Impairment of goodwill | 0 | ||||||||||
Offshore / Manufactured Products | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 402,946,000 | 394,066,000 | 381,913,000 | ||||||||
Depreciation and amortization expense | 22,842,000 | 23,207,000 | 24,596,000 | ||||||||
Operating income (loss) | 36,022,000 | 38,914,000 | 38,155,000 | ||||||||
Capital expenditures | 7,692,000 | 13,797,000 | 13,484,000 | ||||||||
Total assets | $ 677,036,000 | $ 683,285,000 | $ 677,036,000 | $ 683,285,000 | $ 760,079,000 |
Segments and Related Informat_5
Segments and Related Information Segments and Related Information - Supplemental Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | $ 238,361 | $ 263,697 | $ 264,685 | $ 250,611 | $ 274,118 | $ 274,594 | $ 285,845 | $ 253,576 | $ 1,017,354 | $ 1,088,133 | $ 670,627 |
Products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 483,359 | 501,822 | 303,802 | ||||||||
Service | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 533,995 | 586,311 | 366,825 | ||||||||
Total Well Site Services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 432,094 | 480,254 | 288,714 | ||||||||
Total Well Site Services | Project-driven products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 0 | 0 | 0 | ||||||||
Total Well Site Services | Short-cycle: | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 432,094 | 480,254 | 288,714 | ||||||||
Total Well Site Services | Completion products and services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 390,748 | 411,019 | 234,252 | ||||||||
Total Well Site Services | Drilling services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 41,346 | 69,235 | 54,462 | ||||||||
Total Well Site Services | Other products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 0 | 0 | 0 | ||||||||
Total Well Site Services | Other products and services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 0 | 0 | 0 | ||||||||
Downhole Technologies | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 182,314 | 213,813 | 0 | ||||||||
Downhole Technologies | Project-driven products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 0 | 0 | 0 | ||||||||
Downhole Technologies | Short-cycle: | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 182,314 | 213,813 | 0 | ||||||||
Downhole Technologies | Completion products and services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 182,314 | 213,813 | 0 | ||||||||
Downhole Technologies | Drilling services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 0 | 0 | 0 | ||||||||
Downhole Technologies | Other products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 0 | 0 | 0 | ||||||||
Downhole Technologies | Other products and services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 0 | 0 | 0 | ||||||||
Offshore/Manufactured Products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 402,946 | 394,066 | 381,913 | ||||||||
Offshore/Manufactured Products | Project-driven products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 159,205 | 120,894 | 126,960 | ||||||||
Offshore/Manufactured Products | Short-cycle: | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 123,222 | 144,367 | 147,463 | ||||||||
Offshore/Manufactured Products | Completion products and services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 95,806 | 116,383 | 117,914 | ||||||||
Offshore/Manufactured Products | Drilling services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 0 | 0 | 0 | ||||||||
Offshore/Manufactured Products | Other products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | 27,416 | 27,984 | 29,549 | ||||||||
Offshore/Manufactured Products | Other products and services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from contract with customer | $ 120,519 | $ 128,805 | $ 107,490 |
Segments and Related Informat_6
Segments and Related Information - Financial Information by Geographic Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues from unaffiliated customers | $ 238,361 | $ 263,697 | $ 264,685 | $ 250,611 | $ 274,118 | $ 274,594 | $ 285,845 | $ 253,576 | $ 1,017,354 | $ 1,088,133 | $ 670,627 |
Long-lived assets | 1,411,990 | 1,473,557 | 1,411,990 | 1,473,557 | 843,499 | ||||||
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues from unaffiliated customers | 831,317 | 930,151 | 548,854 | ||||||||
Long-lived assets | 1,237,512 | 1,304,494 | 1,237,512 | 1,304,494 | 660,271 | ||||||
United Kingdom | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues from unaffiliated customers | 70,641 | 64,564 | 59,909 | ||||||||
Long-lived assets | 81,855 | 74,472 | 81,855 | 74,472 | 80,189 | ||||||
Singapore | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues from unaffiliated customers | 56,170 | 37,938 | 23,398 | ||||||||
Long-lived assets | 23,433 | 24,118 | 23,433 | 24,118 | 25,930 | ||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues from unaffiliated customers | 59,226 | 55,480 | 38,466 | ||||||||
Long-lived assets | $ 69,190 | $ 70,473 | $ 69,190 | $ 70,473 | $ 77,109 |
Related Party Transactions (Det
Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Related party transaction, purchases from related party | $ 1,300 | ||
Revenue from related parties | 1,400 | ||
Leased Assets Purchased | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | $ 5,400 | ||
Rent Expense | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | $ 157 | $ 330 |
Valuation Allowances (Details)
Valuation Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Movement in Valuation Allowances [Roll Forward] | |||
Balance at Beginning of Period | $ 33,762 | $ 37,904 | $ 7,033 |
Charged to Costs and Expenses | 2,558 | (4,124) | 30,772 |
Deductions (net of recoveries) | 0 | 0 | 0 |
Translation and Other, Net | (492) | (18) | 99 |
Balance at End of Period | 35,828 | 33,762 | 37,904 |
Allowance for doubtful accounts receivable | |||
Movement in Valuation Allowances [Roll Forward] | |||
Balance at Beginning of Period | 6,701 | 7,316 | 8,510 |
Charged to Costs and Expenses | 2,776 | 1,520 | 339 |
Deductions (net of recoveries) | (819) | (887) | (1,669) |
Translation and Other, Net | 87 | (1,248) | 136 |
Balance at End of Period | 8,745 | 6,701 | 7,316 |
Allowance for excess or obsolete inventory | |||
Movement in Valuation Allowances [Roll Forward] | |||
Balance at Beginning of Period | 18,551 | 15,649 | 14,849 |
Charged to Costs and Expenses | 3,040 | 2,683 | 2,494 |
Deductions (net of recoveries) | (2,644) | (2,917) | (1,844) |
Translation and Other, Net | 84 | 3,136 | 150 |
Balance at End of Period | $ 19,031 | 18,551 | $ 15,649 |
GEODynamics, Inc. | Allowance for doubtful accounts receivable | |||
Movement in Valuation Allowances [Roll Forward] | |||
Translation and Other, Net | 600 | ||
GEODynamics, Inc. | Allowance for excess or obsolete inventory | |||
Movement in Valuation Allowances [Roll Forward] | |||
Translation and Other, Net | $ 3,300 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) - Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 238,361 | $ 263,697 | $ 264,685 | $ 250,611 | $ 274,118 | $ 274,594 | $ 285,845 | $ 253,576 | $ 1,017,354 | $ 1,088,133 | $ 670,627 |
Gross Profit | 16,508 | 31,431 | 24,872 | 19,452 | 25,934 | 28,565 | 41,757 | 34,738 | |||
Net loss | $ (175,552) | $ (31,868) | $ (9,740) | $ (14,648) | $ (14,336) | $ (4,019) | $ 2,742 | $ (3,492) | $ (231,808) | $ (19,105) | $ (84,850) |
Basic and diluted net income (loss) per share (in dollars per share) | $ (2.95) | $ (0.54) | $ (0.16) | $ (0.25) | $ (0.24) | $ (0.07) | $ 0.05 | $ (0.06) |
Quarterly Financial Informati_4
Quarterly Financial Information (Unaudited) - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||||||||||
Downsizing costs | $ 500,000 | $ 700,000 | $ 1,300,000 | $ 1,000,000 | $ 800,000 | $ 800,000 | ||||
Acquisition and merger related expenses | 700,000 | 2,600,000 | $ 3,600,000 | $ 900,000 | ||||||
Legal fees | $ 2,400,000 | $ 3,500,000 | 900,000 | |||||||
Claim settlement reserves | 2,600,000 | $ 700,000 | ||||||||
Impairment of fixed assets | $ 33,697,000 | 0 | 0 | |||||||
Discrete tax charges | $ (5,800,000) | |||||||||
Impairment of goodwill | $ 165,000,000 | 165,000,000 | $ 0 | $ 0 | ||||||
Total Well Site Services | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Impairment of goodwill | 0 | |||||||||
Total Well Site Services | Drilling Services | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Impairment of fixed assets | $ 33,700,000 | |||||||||
Impairment of goodwill | $ 0 |