Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 18, 2019 | Jun. 30, 2018 | |
Document Information [Abstract] | |||
Entity Registrant Name | FRANK'S INTERNATIONAL N.V. | ||
Entity Central Index Key | 1,575,828 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Outstanding (in shares) | 224,455,806 | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 585.1 | ||
Entity Well Known Seasoned Issuer | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 186,212 | $ 213,015 |
Short-term investments | 26,603 | 81,021 |
Accounts receivables, net | 189,414 | 127,210 |
Inventories, net | 69,382 | 76,420 |
Assets held for sale | 7,828 | 3,792 |
Other current assets | 12,651 | 10,437 |
Total current assets | 492,090 | 511,895 |
Property, plant and equipment, net | 416,490 | 469,646 |
Goodwill | 211,040 | 211,040 |
Intangible assets, net | 31,069 | 33,895 |
Deferred tax assets, net | 14,621 | 0 |
Other assets | 28,619 | 35,293 |
Total assets | 1,193,929 | 1,261,769 |
Current liabilities: | ||
Short-term debt | 5,627 | 4,721 |
Accounts payable and accrued liabilities | 123,981 | 108,885 |
Deferred revenue | 116 | 4,703 |
Total current liabilities | 129,724 | 118,309 |
Deferred tax liabilities | 221 | 229 |
Other non-current liabilities | 29,212 | 27,330 |
Total liabilities | 159,157 | 145,868 |
Commitments and contingencies (Note 18) | ||
Stockholders’ equity: | ||
Common stock, €0.01 par value, 798,096,000 shares authorized, 225,478,506 and 224,228,071 shares issued and 224,289,902 and 223,289,389 shares outstanding | 2,829 | 2,814 |
Additional paid-in capital | 1,062,794 | 1,050,873 |
Retained earnings | 16,860 | 106,923 |
Accumulated other comprehensive loss | (32,338) | (30,972) |
Treasury stock (at cost), 1,188,604 and 938,682 shares | (15,373) | (13,737) |
Total stockholders’ equity | 1,034,772 | 1,115,901 |
Total liabilities and equity | $ 1,193,929 | $ 1,261,769 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - € / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (EUR per share) | € 0.01 | € 0.01 |
Common stock, authorized (in shares) | 798,096,000 | 798,096,000 |
Common stock, issued (in shares) | 225,478,506 | 224,228,071 |
Common stock, outstanding (in shares) | 224,289,902 | 223,289,389 |
Treasury stock (in shares) | 1,188,604 | 938,682 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | |||
Revenue | $ 522,493 | $ 454,795 | $ 487,531 |
Cost of revenues, exclusive of depreciation and amortization | |||
General and administrative expenses | 155,584 | 163,704 | 171,887 |
Depreciation and amortization | 111,292 | 122,102 | 114,215 |
Severance and other charges (credits), net | (310) | 75,354 | 46,406 |
(Gain) loss on disposal of assets | (1,309) | (2,045) | 1,117 |
Operating loss | (92,881) | (214,742) | (163,362) |
Other income (expense): | |||
Tax receivable agreement (“TRA”) related adjustments | (1,359) | 122,515 | 0 |
Other income, net | 2,047 | 1,763 | 4,170 |
Interest income, net | 4,243 | 2,309 | 2,073 |
Mergers and acquisition expense | (58) | (459) | (13,784) |
Foreign currency gain (loss) | (5,675) | 2,075 | (10,819) |
Total other income (expense) | (802) | 128,203 | (18,360) |
Loss before income taxes | (93,683) | (86,539) | (181,722) |
Income tax expense (benefit) | (2,950) | 72,918 | (25,643) |
Net loss | (90,733) | (159,457) | (156,079) |
Net loss attributable to noncontrolling interest | 0 | 0 | (20,741) |
Net loss attributable to Frank’s International N.V. | (90,733) | (159,457) | (135,338) |
Preferred stock dividends | 0 | 0 | (1) |
Net loss attributable to Frank’s International N.V. common shareholders | $ (90,733) | $ (159,457) | $ (135,339) |
Dividends per common share (USD per share) | $ 0 | $ 0.225 | $ 0.45 |
Loss per common share: | |||
Basic and diluted (USD per share) | $ (0.41) | $ (0.72) | $ (0.77) |
Weighted average common shares outstanding: | |||
Basic and diluted (in shares) | 223,999 | 222,940 | 176,584 |
Services | |||
Revenues: | |||
Revenue | $ 416,781 | $ 364,061 | $ 397,369 |
Cost of revenues, exclusive of depreciation and amortization | |||
Cost of revenues | 265,688 | 223,222 | 246,652 |
Products | |||
Revenues: | |||
Revenue | 105,712 | 90,734 | 90,162 |
Cost of revenues, exclusive of depreciation and amortization | |||
Cost of revenues | $ 84,429 | $ 87,200 | $ 70,616 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (90,733) | $ (159,457) | $ (156,079) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (1,452) | 2,345 | 546 |
Marketable securities: | |||
Unrealized gain (loss) on marketable securities | 86 | (103) | 1,214 |
Reclassification to net income | 0 | (395) | 0 |
Deferred tax asset / liability change | 0 | 158 | (418) |
Unrealized gain (loss) on marketable securities, net of tax | 86 | (340) | 796 |
Total other comprehensive income (loss) | (1,366) | 2,005 | 1,342 |
Comprehensive loss | (92,099) | (157,452) | (154,737) |
Less: Comprehensive loss attributable to noncontrolling interest | 0 | 0 | (20,180) |
Add: Transfer of Mosing Holdings interest to FINV attributable to comprehensive loss (See Note 12) | 0 | 0 | (8,203) |
Comprehensive loss attributable to Frank’s International N.V. | $ (92,099) | $ (157,452) | $ (142,760) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2015 | 155,146,000 | ||||||
Beginning balance at Dec. 31, 2015 | $ 1,451,426 | $ 2,045 | $ 712,486 | $ 531,621 | $ (25,555) | $ (9,298) | $ 240,127 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (156,079) | (135,338) | (20,741) | ||||
Foreign currency translation adjustments | 546 | 165 | 381 | ||||
Unrealized gain (loss) on marketable securities | 796 | 616 | 180 | ||||
Equity-based compensation expense | 15,978 | 15,978 | |||||
Distributions to noncontrolling interest | (8,027) | (8,027) | |||||
Common stock dividends | (79,012) | (79,012) | |||||
Preferred stock dividends | (1) | (1) | |||||
Transfer of Mosing Holdings interest to FINV | 19,748 | 239,871 | (8,203) | (211,920) | |||
Common shares issued on conversion of Series A preferred stock (in shares) | 52,976,000 | ||||||
Common shares issued on conversion of Series A preferred stock | 597 | $ 597 | |||||
Common shares issued upon vesting of share-based awards (in shares) | 1,644,000 | ||||||
Common shares issued upon vesting of share-based awards | 0 | $ 19 | (19) | ||||
TRA and associated deferred taxes | (76,409) | (76,409) | |||||
Common shares issued for ESPP (in shares) | 76,000 | ||||||
Common shares issued for employee stock purchase plan (“ESPP”) | 973 | $ 1 | 972 | ||||
Blackhawk acquisition (in shares) | 12,804,000 | ||||||
Blackhawk acquisition | 144,047 | $ 140 | 143,907 | ||||
Treasury shares withheld (in shares) | (245,000) | ||||||
Treasury shares withheld | (3,264) | (3,264) | |||||
Ending balance (in shares) at Dec. 31, 2016 | 222,401,000 | ||||||
Ending balance at Dec. 31, 2016 | 1,311,319 | $ 2,802 | 1,036,786 | 317,270 | (32,977) | (12,562) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (159,457) | (159,457) | |||||
Foreign currency translation adjustments | 2,345 | 2,345 | |||||
Unrealized gain (loss) on marketable securities | (340) | (340) | |||||
Equity-based compensation expense | 13,825 | 13,825 | |||||
Common stock dividends | (50,154) | (50,154) | |||||
Common shares issued upon vesting of share-based awards (in shares) | 1,017,000 | ||||||
Common shares issued upon vesting of share-based awards | $ 0 | $ 11 | (11) | ||||
Common shares issued for ESPP (in shares) | 155,673 | 50,000 | |||||
Common shares issued for employee stock purchase plan (“ESPP”) | $ 524 | $ 1 | 523 | 0 | |||
Blackhawk acquisition | 0 | ||||||
Treasury shares issued upon vesting of share-based awards (in shares) | 4,000 | ||||||
Treasury shares issued upon vesting of share-based awards | (18) | (84) | 66 | ||||
Treasury shares issued for ESPP (in shares) | 105,000 | ||||||
Treasury shares issued for ESPP | 740 | (166) | (736) | 1,642 | |||
Treasury shares withheld (in shares) | (288,000) | ||||||
Treasury shares withheld | (2,883) | (2,883) | |||||
Ending balance (in shares) at Dec. 31, 2017 | 223,289,000 | ||||||
Ending balance at Dec. 31, 2017 | 1,115,901 | $ 2,814 | 1,050,873 | 106,923 | (30,972) | (13,737) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect of accounting change | 670 | 670 | |||||
Net loss | (90,733) | (90,733) | |||||
Foreign currency translation adjustments | (1,452) | (1,452) | |||||
Unrealized gain (loss) on marketable securities | 86 | 86 | |||||
Equity-based compensation expense | 10,621 | 10,621 | |||||
Common shares issued upon vesting of share-based awards (in shares) | 1,018,000 | ||||||
Common shares issued upon vesting of share-based awards | $ 0 | $ 12 | (12) | ||||
Common shares issued for ESPP (in shares) | 232,592 | 233,000 | |||||
Common shares issued for employee stock purchase plan (“ESPP”) | $ 1,315 | $ 3 | 1,312 | 0 | |||
Blackhawk acquisition | 0 | ||||||
Treasury shares withheld (in shares) | (250,000) | ||||||
Treasury shares withheld | (1,636) | (1,636) | |||||
Ending balance (in shares) at Dec. 31, 2018 | 224,290,000 | ||||||
Ending balance at Dec. 31, 2018 | $ 1,034,772 | $ 2,829 | $ 1,062,794 | $ 16,860 | $ (32,338) | $ (15,373) | $ 0 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | |||
Common stock dividends (USD per share) | $ 0 | $ 0.225 | $ 0.45 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net loss | $ (90,733) | $ (159,457) | $ (156,079) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities | |||
Derecognition of the TRA liability | 0 | (122,515) | 0 |
Depreciation and amortization | 111,292 | 122,102 | 114,215 |
Equity-based compensation expense | 10,621 | 13,825 | 15,978 |
Loss on asset write-off and retirements | 0 | 71,942 | 29,881 |
Amortization of deferred financing costs | 58 | 267 | 164 |
Deferred tax provision (benefit) | (14,634) | 15,543 | (27,536) |
Reversal of deferred tax assets associated with the TRA | 0 | 46,874 | 0 |
Provision for bad debts | 159 | 950 | 11,581 |
(Gain) loss on disposal of assets | (1,309) | (2,045) | 1,117 |
Changes in fair value of investments | 1,199 | (2,627) | (1,123) |
Unrealized (gain) loss on derivative | (386) | 634 | 64 |
Realized loss on sale of investment | 0 | 478 | 0 |
Other | 843 | (1,876) | 0 |
Changes in operating assets and liabilities, net of effects from acquisitions | |||
Accounts receivable | (63,654) | 21,271 | 70,388 |
Inventories | (2,917) | 12,102 | 27,379 |
Other current assets | 4,581 | 8,677 | 4,039 |
Other assets | 258 | 674 | (692) |
Accounts payable and accrued liabilities | 15,310 | 15,774 | (47,068) |
Deferred revenue | (354) | (13,373) | (39,659) |
Other noncurrent liabilities | (2,978) | (4,446) | (13,480) |
Net cash provided by (used in) operating activities | (32,644) | 24,774 | (10,831) |
Cash flows from investing activities | |||
Acquisition of Blackhawk (net of acquired cash) | 0 | 0 | (150,437) |
Purchase of property, plant and equipment and intangibles | (19,734) | (21,990) | (42,127) |
Purchase of property, plant and equipment from related parties | (36,737) | 0 | 0 |
Proceeds from sale of assets and equipment | 7,089 | 14,030 | 3,858 |
Purchase of investments | (84,040) | (123,048) | (1,003) |
Proceeds from sale of investments | 143,825 | 53,299 | 11,101 |
Other | 0 | 0 | (307) |
Net cash provided by (used in) investing activities | 10,403 | (77,709) | (178,915) |
Cash flows from financing activities | |||
Repayments of borrowings | (5,892) | (680) | (7,201) |
Proceeds from borrowings | 0 | 0 | 363 |
Dividends paid on common stock | 0 | (50,154) | (79,013) |
Dividends paid on preferred stock | 0 | 0 | (1) |
Deferred financing costs | (1,733) | 0 | 0 |
Cost of Series A convertible preferred stock conversion to common stock | 0 | 0 | (595) |
Distribution to noncontrolling interest | 0 | 0 | (8,027) |
Treasury shares withheld | (1,636) | (2,901) | (3,264) |
Proceeds from the issuance of ESPP shares | 1,315 | 1,264 | 973 |
Net cash used in financing activities | (7,946) | (52,471) | (96,765) |
Effect of exchange rate changes on cash | 3,384 | (1,105) | 3,678 |
Net decrease in cash | (26,803) | (106,511) | (282,833) |
Cash and cash equivalents at beginning of period | 213,015 | 319,526 | 602,359 |
Cash and cash equivalents at end of period | $ 186,212 | $ 213,015 | $ 319,526 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Nature of Business Frank’s International N.V. (“FINV”), a limited liability company organized under the laws of the Netherlands, is a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry. FINV provides services to leading exploration and production companies in both offshore and onshore environments with a focus on complex and technically demanding wells. Basis of Presentation The consolidated financial statements of FINV for the years ended December 31, 2018 , 2017 and 2016 include the activities of Frank’s International C.V. (“FICV”), Blackhawk Group Holdings, LLC (“Blackhawk”) and their wholly owned subsidiaries (collectively, “Company,” “we,” “us” and “our”). All intercompany accounts and transactions have been eliminated for purposes of preparing these consolidated financial statements. Our accompanying consolidated financial statements and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). In the opinion of management, these consolidated financial statements reflect all adjustments consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented. The consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar. Reclassifications Certain prior-year amounts have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on our net income (loss), working capital, cash flows or total equity previously reported. During 2018, the Company’s chief operating decision maker (“CODM”) changed the methodology used to allocate bonus and medical claims expenses among segments. Previously, all U.S. bonus and medical claims expenses were absorbed by our U.S. Services segment. Beginning in the first quarter of 2018 for bonus expenses and the second quarter of 2018 for medical claims expenses, a portion of these expenses attributable to Blackhawk employees were allocated to the Blackhawk segment. The change in the allocation of all U.S. bonus and medical claims expenses had no impact on our consolidated operating income (loss), net income (loss), adjusted EBITDA, working capital, cash flows or total equity previously reported. However, segment operating income (loss) and segment adjusted EBITDA for the Blackhawk and U.S. Services segments were impacted. The Blackhawk segment for the year ended December 31, 2018 was charged $4.5 million for bonus and medical claims expenses which would have previously been charged to the U.S. Services segment. Significant Accounting Policies Accounting Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Accounts Receivable We establish an allowance for doubtful accounts based on various factors including historical experience, the current aging status of our customer accounts, the financial condition of our customers and the business and political environment in which our customers operate. Provisions for doubtful accounts are recorded when it becomes probable that customer accounts are uncollectible. Cash and Cash Equivalents We consider all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. Throughout the year, we have cash balances in excess of federally insured limits deposited with various financial institutions. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on cash and cash equivalents. Cash Surrender Value of Life Insurance Policies We have cash surrender value of life insurance policies that are held within a Rabbi Trust for the purpose of paying future executive deferred compensation benefit obligations. Income (loss) associated with these policies is included in other income, net on our consolidated statements of operations. Income (loss) on changes in the cash surrender value of life insurance policies was $(1.2) million , $2.4 million and $1.1 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Comprehensive Income Accounting standards on reporting comprehensive income require that certain items, including foreign currency translation adjustments and unrealized gains and losses on marketable securities be presented as components of comprehensive income. The cumulative amounts recognized by us under these standards are reflected in the consolidated balance sheet as accumulated other comprehensive loss, a component of stockholders’ equity. Contingencies Certain conditions may exist as of the date our consolidated financial statements are issued that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Derivative Financial Instruments When we deem appropriate, we use foreign currency forward derivative contracts to mitigate the risk of fluctuations in foreign currency exchange rates. We use these instruments to mitigate our exposure to non-local currency working capital. We do not hold or issue financial instruments for trading or other speculative purposes. We account for our derivative activities under the provisions of accounting guidance for derivatives and hedging. Derivatives are recognized on the consolidated balance sheet at fair value. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our consolidated statements of operations. Income (Loss) Per Share Basic income (loss) per share excludes dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities to issue common stock were exercised or converted to common stock. Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, short-term investments, trade accounts receivable, available-for-sale securities, derivative financial instruments, obligations under trade accounts payable and short -term debt. Due to their short-term nature, the carrying values for cash and cash equivalents, short-term investments, trade accounts receivable, trade accounts payable and short-term debt approximate fair value. Refer to Note 10—Fair Value Measurements for the fair values of our available-for-sale securities, derivative financial instruments, and other obligations. Foreign Currency Translations and Transactions Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates. Gains and losses resulting from these translations are included in accumulated other comprehensive loss within stockholders’ equity. For those foreign subsidiaries that have designated the U.S. dollar as the functional currency, gains and losses resulting from balance sheet remeasurement of foreign operations are included in the consolidated statements of operations as incurred. Gains and losses resulting from transactions denominated in a foreign currency are also included in the consolidated statements of operations as incurred. Goodwill Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss. The test compares the fair value of a reporting unit with its carrying amount, including goodwill. The amount of impairment for goodwill is measured as the excess of its carrying value over its fair value. During the fourth quarter of 2017, we elected to change the timing of our annual goodwill impairment testing from December 31 to October 31 for our U.S Services, International Services, Tubular Sales and Manufacturing reporting units. This accounting change is considered to be preferable because it allows for additional time to complete the annual goodwill impairment test, better aligns with our planning process, and synchronizes the testing date for all of our reporting units as October 31, which is the Blackhawk reporting unit's annual impairment testing date. This change did not result in adjustments to previously issued financial statements. No goodwill impairment was recorded for years ended December 31, 2018 , 2017 and 2016 . Our goodwill is allocated to our operating segments as follows: U.S. Services - approximately $16.2 million ; Tubular Sales - approximately $2.4 million ; Blackhawk - approximately $192.4 million . The inputs used in the determination of fair value are generally level 3 inputs. See Note 10—Fair Value Measurements in these Notes to Consolidated Financial Statements for a discussion of fair value measures. Impairment of Long-Lived Assets Long-lived assets, which include property, plant and equipment, and certain other assets to be held and used by us, are reviewed when events or changes in circumstances indicate that the carrying amount of the assets 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 based on the fair value of the asset. Income Taxes We operate under many legal forms in approximately 50 countries. As a result, we are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these different jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits), and withholding taxes based on revenues. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions, or our level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of income taxes that we provide during any given year. We provide for income tax expense based on the liability method of accounting for income taxes based on the authoritative accounting guidance. Deferred tax assets and liabilities are recorded based upon temporary differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes, and are measured using the tax rates and laws expected to be in effect when the differences are projected to reverse. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for valuation allowances, we have made judgments and estimates regarding future taxable income. These estimates and judgments include some degree of uncertainty, and changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities and associated valuation allowances during the period. The impact of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. Intangible Assets Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the assets. We evaluate impairment of our intangible assets on an asset group basis whenever circumstances indicate that the carrying value may not be recoverable. Intangible assets deemed to be impaired are written down to their fair value discounted cash flows and, if available, comparable market values. The following table provides information related to our intangible assets as of December 31, 2018 and 2017 (in thousands): December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Total Gross Carrying Amount Accumulated Amortization Total Customer relationships $ 39,050 $ (23,688 ) $ 15,362 $ 39,050 $ (17,577 ) $ 21,473 Trade name 11,407 (9,203 ) 2,204 11,407 (6,494 ) 4,913 Intellectual property 17,889 (4,386 ) 13,503 9,892 (2,463 ) 7,429 Non-compete agreement 1,160 (1,160 ) — 1,160 (1,080 ) 80 Total intangible assets $ 69,506 $ (38,437 ) $ 31,069 $ 61,509 $ (27,614 ) $ 33,895 Amortization expense for intangibles assets was $10.8 million , $11.4 million and $3.5 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. As of December 31, 2018 , estimated amortization expense for the intangible assets for each of the next five years was as follows (in thousands): Period Amount 2019 $ 11,020 2020 7,737 2021 6,320 2022 935 2023 923 Thereafter 4,134 Total $ 31,069 Inventories Inventories are stated at the lower of cost (primarily average cost) or net realizable value. Work in progress and finished goods include the cost of materials, labor, and manufacturing overhead. Inventory placed in service is either capitalized and included in equipment or expensed based upon our capitalization policies. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation. Expenditures for significant improvements and betterments are capitalized when they enhance or extend the useful life of the asset. Expenditures for routine repairs and maintenance, which do not improve or extend the life of the related assets, are expensed when incurred. When properties or equipment are sold, retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the books and the resulting gain or loss is recognized on the consolidated statements of operations. Depreciation on fixed assets is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. Depreciation expense was $100.5 million , $110.7 million and $110.7 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Payment terms on services and products generally range from 30 days to 120 days. Given the short-term nature of our service and product offerings, our contracts do not have a significant financing component and the consideration we receive is generally fixed. Service revenues are recognized over time as services are performed or rendered. Rates for services are typically priced on a per day, per man-hour or similar basis. We generally perform services either under direct service purchase orders or master service agreements which are supplemented by individual call-out provisions. For customers contracted under such arrangements, an accrual is recorded in unbilled revenue for revenue earned but not yet invoiced. Revenues on product sales are generally recognized at a point in time when the product has shipped and significant risks of ownership have passed to the customer. The sales arrangements typically do not include a right of return or other similar provisions, nor do they contain any other post-delivery obligations. Some of our Tubular Sales and Blackhawk segment customers have requested that we store pipe, connectors and cementing products purchased from us in our facilities. We recognize revenues for these “bill and hold” sales once the following criteria have been met: (1) there is a substantive reason for the arrangement, (2) the product is identified as the customer’s asset, (3) the product is ready for delivery to the customer, and (4) we cannot use the product or direct it to another customer. Short‑term investments Short‑term investments consist of commercial paper, classified as held-to-maturity and a fund that primarily invests in short-term debt securities. These investments have original maturities of greater than three months but less than twelve months. At December 31, 2018 and 2017 , the carrying amount of our short-term investments was $26.6 million and $81.0 million , respectively. Stock-Based Compensation Our 2013 Long-Term Incentive Plan provides for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), dividend equivalent rights and other types of equity and cash incentive awards to employees, non-employee directors and service providers. Stock-based compensation expense is measured at the grant date of the share-based awards based on their value. Stock-based compensation expense is recognized on a straight-line basis over the vesting period and is included in general and administrative expense in the consolidated statements of operations. Our stock-based compensation currently consists of RSUs and PRSUs. The grant date fair value of the RSUs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period, discounted at the appropriate risk-free interest rate. The grant date fair value and compensation expense of PRSU grants is estimated based on a Monte Carlo simulation using the Company's closing stock price as of the day before the grant date. Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all accounting pronouncements. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position, results of operations and cash flows. In June 2018, the FASB issued new guidance which is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. The guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those periods. We adopted the guidance on January 1, 2019 and the adoption did not have a material impact on our consolidated financial statements. In May 2017, the FASB issued new guidance to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when accounting for a change to the terms and conditions of a share-based payment award. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments in this guidance should be applied prospectively to an award modified on or after the adoption date. We adopted the guidance on January 1, 2018 and the adoption did not have an impact on our consolidated financial statements. In January 2017, the FASB issued new accounting guidance for business combinations clarifying the definition of a business. The objective of the guidance is to help companies and other organizations which have acquired or sold a business to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, the guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. We adopted the guidance on January 1, 2018 and the adoption did not have an impact on our consolidated financial statements. In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In February 2016, the FASB issued new accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by both lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Further, in July 2018, the FASB amended the new lease accounting standard in an effort to reduce the burden of adoption. With the adoption of the new lease accounting standard, as amended, companies have the option of electing to apply the new lease accounting standard either on a retrospective or prospective basis. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We adopted the new lease accounting standard, as amended, on a prospective basis effective January 1, 2019. Additionally, we are implementing an enterprise-wide lease management system to assist in the accounting and are evaluating additional changes to our processes and internal controls to ensure we meet the standard's reporting and disclosure requirements. We will make an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. We will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. We estimate adoption of the standard will result in the recognition of right of use assets and lease liabilities for operating leases of between $30.0 million and $40.0 million as of January 1, 2019. We do not anticipate the adoption of the new lease accounting standard will materially affect our statement of operations or statement of cash flows. In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new revenue standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard creates a five-step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for two transition methods: (a) a full retrospective adoption in which the standard is applied to all periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items. In July 2015, the FASB deferred the effective date to December 15, 2017 for annual periods, and interim reporting periods within those fiscal years, beginning after that date. We adopted the new revenue standard effective January 1, 2018 using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Our adjustment related solely to revenues from certain product sales with bill-and-hold arrangements in our Tubular Sales segment. The comparative information has not been restated and continues to be reported under the accounting standards which were in effect for those periods. The impact to revenue of applying the new revenue recognition standard for the year ended December 31, 2018 was immaterial. We expect the impact of the adoption of the new standard to be immaterial to our financial results on an ongoing basis. We elected to apply certain practical expedients available under the new revenue standard. We elected to expense cost of obtaining contracts, such as sales commissions, when incurred because the amortization period would have been one year or less due to the length of our contracts. We have also elected not to assess immaterial promises in the context of our contracts as performance obligations and to exclude taxes from the assessment of transaction price in arrangements where taxes are collected by the entity from a customer. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Because our contracts with customers are short-term in nature and fall within this exemption, we do not have significant unsatisfied performance obligations as defined by the new revenue standard. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of the new revenue standard was as follows (in thousands): Balance at Impact of Balance at December 31, 2017 Adjustments January 1, 2018 Balance Sheet Assets Inventories, net $ 76,420 $ (3,560 ) $ 72,860 Liabilities Deferred revenue 4,703 (4,230 ) 473 Stockholders’ Equity Retained earnings 106,923 670 107,593 |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest We hold an economic interest in FICV and are responsible for all operational, management and administrative decisions relating to FICV’s business. As a result, the financial results of FICV are consolidated with ours. We recorded a noncontrolling interest on our consolidated balance sheet with respect to the remaining economic interest in FICV held by Mosing Holdings. Net loss attributable to noncontrolling interest on the statements of operations represented the portion of losses attributable to the economic interest in FICV held by Mosing Holdings. The allocable domestic loss from FICV to FINV is subject to U.S. taxation. Effective with the August 2016 conversion of all of Mosing Holdings’ Series A preferred stock (see Note 12—Preferred Stock), Mosing Holdings transferred all its interest in FICV to us and the noncontrolling interest was eliminated. As a result, the amount included in net loss attributable to noncontrolling interest for the year ended December 31, 2016 is through August 26, 2016. A reconciliation of net loss attributable to noncontrolling interest is detailed as follows (in thousands): Year Ended 2016 Net loss $ (156,079 ) Add: Net loss after Mosing Holdings contributed interest to FINV (1) 84,541 Add: Benefit for U.S. income taxes of FINV (2) (10,414 ) Less: Loss of FINV (3) 23 Net loss subject to noncontrolling interest (81,929 ) Noncontrolling interest percentage (4) 25.2 % Net loss attributable to noncontrolling interest $ (20,741 ) (1) Represents net loss after August 26, 2016 when Mosing Holdings transferred its interest to FINV. (2) Represents income tax benefit of entities outside of FICV as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016. (3) Represents results of operations for entities outside of FICV as of August 26, 2016. (4) Represents the economic interest in FICV held by Mosing Holdings before the preferred stock conversion on August 26, 2016. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures Related Party Acquisition On November 2, 2018, Frank’s International, LLC entered into a purchase agreement with Mosing Ventures, LLC, Mosing Land & Cattle Company, LLC, Mosing Queens Row Properties, LLC, and 4-M Investments, each of which are companies related to us by common ownership (the “Mosing Companies”). Under the purchase agreement, we acquired real property that we previously leased from the Mosing Companies, and two additional properties located adjacent to those properties. The total purchase price was $37.0 million , including legal fees and closing adjustments for normal operating activity. The purchase closed on December 18, 2018. Please see Note 13—Related Party Transactions. Blackhawk Acquisition On November 1, 2016, we completed a transaction to acquire all outstanding shares in Blackhawk, the ultimate parent company of Blackhawk Specialty Tools LLC, pursuant to the terms of a definitive merger agreement (“Merger Agreement”) dated October 6, 2016. Blackhawk is a leading provider of well construction and well intervention services and products. In conjunction with the acquisition, FI Tools Holdings, LLC, our newly formed subsidiary, merged with and into Blackhawk with Blackhawk, surviving the Merger as our wholly-owned subsidiary. The merger consideration was comprised of a combination of $150.4 million of cash on hand and 12.8 million shares of our common stock (“Common Stock”), on a cash-free, debt-free basis, for total consideration of $294.6 million (based on our closing share price on October 31, 2016 of $11.25 and including working capital adjustments). Accordingly, the results of Blackhawk's operations from November 1, 2016 are included in our consolidated financial statements. For the year ended December 31, 2016, Blackhawk contributed revenue of $10.0 million and operating losses of $7.4 million . The intention of this transaction was to augment our tubular services business by providing us the opportunity to diversify our offerings and emerge as a leader in a new business line and a significantly larger addressable market. In addition to what we believe is a line of well-regarded, market leading, technically differentiated specialty cementation tools, Blackhawk also provides well intervention products through its line of brute packers and related products, and is continuing its development of products for onshore and offshore applications. In conjunction with the merger, we created a fourth segment, Blackhawk, and recorded goodwill of $192.4 million in that segment. Divestitures Beginning in 2017, we committed to sell certain of our buildings in the International Services segment and aircraft in our U.S. Services segment. See Note 6—Property, Plant and Equipment for additional information. During the first quarter of 2018, we sold a building classified as held for sale for $0.8 million and recorded an immaterial loss. During the third quarter of 2018, we sold a building classified as held for sale with a net book value of $0.3 million for $2.6 million . During the fourth quarter of 2018, we sold a building classified as held for sale with a net book value of $4.2 million and recorded an immaterial gain. During the first quarter of 2017, we sold a fully depreciated aircraft for a total sales price of $1.3 million and recorded a gain on sale of $1.3 million . During the third quarter of 2017, we sold an additional aircraft for a net sales price of $4.9 million and recorded an immaterial loss. We also sold a building in the Middle East for a net sales price of $2.7 million and recorded a gain on sale of $0.6 million . During the fourth quarter of 2017, we sold a building in Canada for a total sales price of $2.4 million and recorded a gain on sale of $0.3 million . We also sold our third and last aircraft for a total sales price of $0.7 million to a related party and recorded a gain on sale of $0.7 million . See Note 13—Related Party Transactions for additional information. |
Accounts Receivable, net
Accounts Receivable, net | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable at December 31, 2018 and 2017 were as follows (in thousands): December 31, 2018 2017 Trade accounts receivable, net of allowance of $3,925 and $4,777, respectively $ 114,630 $ 83,482 Unbilled receivables 54,591 25,670 Taxes receivable 15,762 11,305 Affiliated (1) 549 716 Other receivables 3,882 6,037 Total accounts receivable, net $ 189,414 $ 127,210 (1) Amounts represent expenditures on behalf of non-consolidated affiliates. |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories at December 31, 2018 and 2017 were as follows (in thousands): December 31, 2018 2017 Pipe and connectors, net of allowance of $21,270 and $20,064, respectively $ 18,026 $ 33,620 Finished goods, net of allowance of $1,354 and $1,520, respectively 22,608 14,541 Work in progress 8,285 9,206 Raw materials, components and supplies 20,463 19,053 Total inventories, net $ 69,382 $ 76,420 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The following is a summary of property, plant and equipment at December 31, 2018 and 2017 (in thousands): December 31, Estimated Useful Lives in Years 2018 2017 Land (1) — $ 32,945 $ 15,314 Land improvements 8-15 8,316 14,594 Buildings and improvements (1) 13-39 125,088 119,380 Rental machinery and equipment 7 887,064 898,146 Machinery and equipment - other 7 61,796 55,049 Furniture, fixtures and computers 5 24,745 27,259 Automobiles and other vehicles 5 29,696 29,971 Leasehold improvements 7-15, or lease term if shorter 15,392 10,030 Construction in progress - machinery and equipment and buildings — 65,152 61,836 1,250,194 1,231,579 Less: Accumulated depreciation (833,704 ) (761,933 ) Total property, plant and equipment, net $ 416,490 $ 469,646 (1) The balances as of December 31, 2018 include the acquisition of land and buildings of $18.5 million and $18.5 million , respectively. See Note 13—Related Party Transactions for additional information. During the third quarter of 2017, we committed to sell certain of our buildings in the International Services segment and determined those assets met the criteria to be classified as held for sale in our consolidated balance sheet. As a result, we reclassified the buildings, with a net book value of $4.1 million , from property, plant and equipment to assets held for sale and recognized a $0.3 million loss. During the third quarter of 2018, a building in the International Services segment with a net book value of $5.0 million met the criteria to be classified as held for sale and was reclassified from property, plant and equipment to assets held for sale on our consolidated balance sheet. No impairments were recognized during the years ended December 31, 2018 , 2017 or 2016 . The following table presents the depreciation and amortization associated with each line for the periods ended December 31, 2018 , 2017 and 2016 (in thousands): December 31, 2018 2017 2016 Cost of revenues Services $ 93,280 $ 102,212 $ 101,260 Products 4,354 4,971 4,254 General and administrative expenses 13,658 14,919 8,701 Total $ 111,292 $ 122,102 $ 114,215 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets at December 31, 2018 and 2017 consisted of the following (in thousands): December 31, 2018 2017 Cash surrender value of life insurance policies (1) $ 23,784 $ 30,351 Deposits 2,269 2,564 Other 2,566 2,378 Total other assets $ 28,619 $ 35,293 (1) See Note 10—Fair Value Measurements. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities at December 31, 2018 and 2017 consisted of the following (in thousands): December 31, 2018 2017 Accounts payable $ 31,960 $ 33,912 Accrued compensation 30,822 25,510 Accrued property and other taxes 16,301 16,908 Accrued severance and other charges 2,328 1,444 Income taxes 12,075 8,091 Accrued purchase orders and other 30,495 23,020 Total accounts payable and accrued liabilities $ 123,981 $ 108,885 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Facilities We had a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million in letters of credit and up to $10.0 million in swingline loans, which matured in August 2018 . At December 31, 2017 , we had $2.8 million in letters of credit outstanding under this facility. New Asset Based Revolving Credit Facility On November 5, 2018, FICV, Frank’s International, LLC and Blackhawk, as borrowers, and FINV, certain of FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., as guarantors, entered into a five -year senior secured revolving credit facility (the “New ABL Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent (the “ABL Agent”), and other financial institutions as lenders with total commitments of $100.0 million including up to $15.0 million available for letters of credit. Subject to the terms of the New ABL Credit Facility, we have the ability to increase the commitments to $200.0 million . The maximum amount that the Company may borrow under the New ABL Credit Facility is subject to a borrowing base, which is based on a percentage of certain eligible accounts receivable and eligible inventory, subject to customary reserves and other adjustments. All obligations under the New ABL Credit Facility are fully and unconditionally guaranteed jointly and severally by FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., subject to customary exceptions and exclusions. In addition, the obligations under the New ABL Credit Facility are secured by first priority liens on substantially all of the assets and property of the borrowers and guarantors, including pledges of equity interests in certain of FINV’s subsidiaries, subject to certain exceptions. Borrowings under the New ABL Credit Facility bear interest at FINV’s option at either (a) the Alternate Base Rate ( “ ABR ” ) (as defined therein), calculated as the greatest of (i) the rate of interest publicly quoted by the Wall Street Journal, as the “prime rate,” subject to each increase or decrease in such prime rate effective as of the date such change occurs, (ii) the federal funds effective rate that is subject to a 0.00% interest rate floor plus 0.50% , and (iii) the one-month Adjusted LIBO Rate (as defined therein) plus 1.00% , or (b) the Adjusted LIBO Rate (as defined therein), plus, in each case, an applicable margin. The applicable interest rate margin ranges from 1.00% to 1.50% per annum for ABR loans and 2.00% to 2.50% per annum for Eurodollar loans and, in each case, is based on FINV’s leverage ratio. The unused portion of the New ABL Credit Facility is subject to a commitment fee that varies from 0.250% to 0.375% per annum, according to average daily unused commitments under the New ABL Credit Facility. Interest on Eurodollar loans is payable at the end of the selected interest period, but no less frequently than quarterly. Interest on ABR loans is payable monthly in arrears. The New ABL Credit Facility contains various covenants and restrictive provisions which limit, subject to certain customary exceptions and thresholds, FINV’s ability to, among other things, (1) enter into asset sales; (2) incur additional indebtedness; (3) make investments, acquisitions, or loans and create or incur liens; (4) pay certain dividends or make other distributions and (5) engage in transactions with affiliates. The New ABL Credit Facility also requires FINV to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of (a) consolidated EBITDA (as defined therein) minus unfinanced capital expenditures to (b) Fixed Charges (as defined therein), when either (i) an event of default occurs under the New ABL Facility or (ii) availability under the New ABL Credit Facility falls for at least two consecutive calendar days below the greater of (A) $12.5 million and (B) 15% of the lesser of the borrowing base and aggregate commitments (a “FCCR Trigger Event”). Accounts receivable received by FINV’s U.S. subsidiaries that are parties to the New ABL Credit Facility will be deposited into deposit accounts subject to deposit control agreements in favor of the ABL Agent. After a FCCR Trigger Event, these deposit accounts would be subject to “springing” cash dominion. After a FCCR Trigger Event, the Company will be subject to compliance with the fixed charge coverage ratio and “springing” cash dominion until no default exists under the New ABL Credit Facility and availability under the facility for the preceding thirty consecutive days has been equal to at least the greater of (x) $12.5 million and (y) 15% of the lesser of the borrowing base and the aggregate commitments. If FINV fails to perform its obligations under the agreement that results in an event of default, the commitments under the New ABL Credit Facility could be terminated and any outstanding borrowings under the New ABL Credit Facility may be declared immediately due and payable. The New ABL Credit Facility also contains cross default provisions that apply to FINV’s other indebtedness. As of December 31, 2018 , FINV had no borrowings outstanding under the New ABL Credit Facility, letters of credit outstanding of $4.9 million and availability of $69.7 million . Insurance Notes Payable In 2018, we entered into a note to finance our annual insurance premiums totaling $6.8 million . The note bears interest at an annual rate of 3.9% with a final maturity date in October 2019 . At December 31, 2018 , the total outstanding balance was $5.6 million . In 2017, we entered into three notes to finance our annual insurance premiums totaling $5.1 million . The notes bear interest at an annual rate of 2.9% with a final maturity date in October 2018 . At December 31, 2017 , the total outstanding balance was $4.7 million . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We follow fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. We are able to classify fair value balances based on the observability of these inputs. The authoritative guidance for fair value measurements establishes three levels of the fair value hierarchy, defined as follows: • Level 1: Unadjusted, quoted prices for identical assets or liabilities in active markets. • Level 2: Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability. • Level 3: Significant, unobservable inputs for use when little or no market data exists, requiring a significant degree of judgment. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to Level 3 measurements. Depending on the particular asset or liability, input availability can vary depending on factors such as product type, longevity of a product in the market and other particular transaction conditions. In some cases, certain inputs used to measure fair value may be categorized into different levels of the fair value hierarchy. For disclosure purposes under the accounting guidance, the lowest level that contains significant inputs used in valuation should be chosen. Financial Assets and Liabilities A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of December 31, 2018 and 2017 were as follows (in thousands): Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total December 31, 2018 Assets: Investments: Cash surrender value of life insurance policies - deferred compensation plan $ — $ 23,784 $ — $ 23,784 Marketable securities - other 37 — — 37 Liabilities: Derivative financial instruments — 101 — 101 Deferred compensation plan — 23,663 — 23,663 December 31, 2017 Assets: Investments: Cash surrender value of life insurance policies - deferred compensation plan $ — $ 30,351 $ — $ 30,351 Marketable securities - other 113 — — 113 Liabilities: Derivative financial instruments — 487 — 487 Deferred compensation plan — 26,797 — 26,797 Our derivative financial instruments consist of short-duration foreign currency forward contracts. The fair value of derivative financial instruments is based on quoted market values including foreign exchange forward rates and interest rates. The fair value is computed by discounting the projected future cash flow amounts to present value. At December 31, 2018 and 2017 , derivative financial instruments are included in the financial statement line item accounts payable and accrued liabilities in our consolidated balance sheets. Our investments associated with our deferred compensation plan consist primarily of the cash surrender value of life insurance policies and is included in other assets on the consolidated balance sheets. The liability associated with our deferred compensation plan is included in other liabilities on the consolidated balance sheets. Our investments change as a result of contributions, payments, and fluctuations in the market. Assets and liabilities, measured using significant observable inputs, are reported at fair value based on third-party broker statements, which are derived from the fair value of the funds' underlying investments. We also have marketable securities in publicly traded equity securities as an indirect result of strategic investments. They are reported at fair value based on the price of the stock and are included in other assets on the consolidated balance sheets. Assets and Liabilities Measured at Fair Value on a Non-recurring Basis We apply the provisions of the fair value measurement standard to our non-recurring, non-financial measurements including business combinations and assets identified as held for sale, as well as impairment related to goodwill and other long-lived assets. For business combinations, the purchase price is allocated to the assets acquired and liabilities assumed based on a discounted cash flow model for most intangibles as well as market assumptions for the valuation of equipment and other fixed assets. We perform our goodwill impairment assessment for each reporting unit by comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. We estimate the fair value for each reporting unit using a discounted cash flow analysis based on management’s short-term and long-term forecast of operating performance. This analysis includes significant assumptions regarding discount rates, revenue growth rates, expected profitability margins, forecasted capital expenditures and the timing of expected future cash flows based on market conditions. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is measured and recorded. When conducting an impairment test on long-lived assets, other than goodwill, we first compare estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount. If the undiscounted cash flows are less than the asset’s carrying amount, we then determine the asset’s fair value by using a discounted cash flow analysis. These analyses are based on estimates such as management’s short-term and long-term forecast of operating performance, including revenue growth rates and expected profitability margins, estimates of the remaining useful life and service potential of the asset, and a discount rate based on our weighted average cost of capital. For assets that meet the criteria to be classified as held for sale, a market approach is used to determine fair value based on third-party appraisal reports. The impairment assessments discussed above incorporate inherent uncertainties, including projected commodity pricing, supply and demand for our services and future market conditions, which are difficult to predict in volatile economic environments and could result in impairment charges in future periods if actual results materially differ from the estimated assumptions utilized in our forecasts. If crude oil prices decline significantly and remain at low levels for a sustained period of time, we could be required to record an impairment of the carrying value of our long-lived assets in the future which could have a material adverse impact on our operating results. Given the unobservable nature of the inputs, the discounted cash flow models are deemed to use Level 3 inputs. Other Fair Value Considerations The carrying values on our consolidated balance sheet of our cash and cash equivalents, short-term investments, trade accounts receivable, other current assets, accounts payable, accrued and other current liabilities and lines of credit approximate fair values due to their short maturities. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives We enter into short-duration foreign currency forward derivative contracts to reduce the risk of foreign currency fluctuations. We use these instruments to mitigate our exposure to non-local currency operating working capital. We record these contracts at fair value on our consolidated balance sheets. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our consolidated statements of operations. As of December 31, 2018 and 2017 , we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands): December 31, 2018 Notional Contractual Settlement Derivative Contracts Amount Exchange Rate Date Canadian dollar $ 2,248 1.3343 3/18/2019 Euro 6,967 1.1421 3/18/2019 Norwegian krone 7,713 8.5566 3/18/2019 Pound sterling 16,452 1.2655 3/18/2019 December 31, 2017 Notional Contractual Settlement Derivative Contracts Amount Exchange Rate Date Canadian dollar $ 6,226 1.2850 3/15/2018 Euro 5,326 1.1836 3/15/2018 Norwegian krone 6,212 8.3704 3/15/2018 Pound sterling 6,039 1.3419 3/15/2018 The following table summarizes the location and fair value amounts of all derivative contracts in the consolidated balance sheets as of December 31, 2018 and 2017 (in thousands): Derivatives not designated as Hedging Instruments Consolidated Balance Sheet Location December 31, 2018 December 31, 2017 Foreign currency contracts Accounts payable and accrued liabilities $ (101 ) $ (487 ) The following table summarize the location and amounts of the unrealized and realized gains and losses on derivative contracts in the consolidated statements of operations as of December 31, 2018 , 2017 and 2016 (in thousands): Derivatives not designated as Hedging Instruments Location of gain (loss) recognized in income on derivative contracts December 31, 2018 December 31, 2017 December 31, 2016 Unrealized gain (loss) on foreign currency contracts Other income, net $ 386 $ (634 ) $ (64 ) Realized gain (loss) on foreign currency contracts Other income, net 1,661 (1,699 ) (296 ) Total net gain (loss) on foreign currency contracts $ 2,047 $ (2,333 ) $ (360 ) Our derivative transactions are governed through International Swaps and Derivatives Association master agreements. These agreements include stipulations regarding the right of offset in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties. Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists. The following table presents the gross and net fair values of our derivatives as of December 31, 2018 and 2017 (in thousands): Derivative Asset Positions Derivative Liability Positions December 31, December 31, 2018 2017 2018 2017 Gross position - asset / (liability) $ 113 $ — $ (214 ) $ (487 ) Netting adjustment (113 ) — 113 — Net position - asset / (liability) $ — $ — $ (101 ) $ (487 ) |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock On August 19, 2016, we received notice from Mosing Holdings that it was exercising its right to exchange, for 52,976,000 common shares, each of the following securities: (i) 52,976,000 shares of Preferred Stock and (ii) 52,976,000 units in FICV. On August 26, 2016, we issued 52,976,000 common shares to Mosing Holdings. Each share of Preferred Stock had a liquidation preference equal to its par value of €0.01 per share and was entitled to an annual dividend equal to 0.25% of its par value. Additionally, each share of Preferred Stock entitled its holder to one vote. Preferred stockholders voted with the common stockholders as a single class on all matters presented to FINV’s shareholders for their vote. Upon conversion of the Preferred Stock, we had no issued or outstanding convertible preferred shares and the number of common shares of authorized capital was increased by 52,976,000 shares, equal to the number of convertible preferred shares that were converted into common shares. Additionally, upon the exchange of the convertible preferred stock, Mosing Holdings was entitled to receive an amount in cash equal to the nominal value of each convertible preferred share plus any accrued but unpaid dividends with respect to such stock. The cash payment of $0.6 million was paid on September 23, 2016. In conjunction with the conversion, Mosing Holdings delivered its interest in FICV to us and no longer owns any interest in FICV. As a result of the transaction, we have also reallocated the accumulated other comprehensive loss attributable to the noncontrolling interest. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We have engaged in certain transactions with other companies related to us by common ownership. We have entered into various operating leases to lease facilities from these affiliated companies. Rent expense associated with our related party leases was $6.5 million , $6.9 million and $8.0 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. On November 2, 2018, Frank’s International, LLC entered into a purchase agreement with Mosing Ventures, LLC, Mosing Land & Cattle Company, LLC, Mosing Queens Row Properties, LLC, and 4-M Investments, each of which are companies related to us by common ownership (the “Mosing Companies”). Under the purchase agreement, we acquired real property that we previously leased from the Mosing Companies, and two additional properties located adjacent to those properties. The total purchase price was $37.0 million , including legal fees and closing adjustments for normal operating activity. The purchase closed on December 18, 2018. The properties are conveyed as-is, except that until 10 years following the Closing Date, the parties will continue to have certain rights and obligations under the terms of the agreements by which some of the purchased properties were acquired by the Mosing Companies at the time of our initial public offering. We made improvements on the purchased properties during the lease period, and the purchase price was calculated excluding the value of those improvements. As of the purchase close, we no longer lease the acquired properties from the Mosing Companies. We were a party to certain agreements relating to the rental of aircraft to Western Airways (“WA”), an entity owned by the Mosing family. The WA agreements reflected both dry lease and wet lease rental, whereby we were charged a flat monthly fee primarily for crew, hangar, maintenance and administration costs in addition to other variable costs for fuel and maintenance. We also earned charter income from third party usage through a revenue sharing agreement. We recorded an immaterial amount of charter expense for the year ended December 31, 2018. We recorded net charter expense of $1.1 million and $1.3 million for the years ended December 31, 2017 and 2016 , respectively. In August 2017, we paid WA a $0.2 million commission for brokering the sale of a plane. In December 2017, we sold a plane to Mosing Aviation, LLC, an entity owned by the Mosing family, for $0.7 million . The rental agreements were terminated with WA effective December 29, 2017 upon the sale of our last aircraft. Tax Receivable Agreement Mosing Holdings and its permitted transferees converted all of their Preferred Stock into shares of our common stock on a one -for-one basis on August 26, 2016, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, by delivery of an equivalent portion of their interests in FICV to us (the “Conversion”). FICV made an election under Section 754 of the Internal Revenue Code. Pursuant to the Section 754 election, the Conversion resulted in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV now held by FINV. These adjustments are allocated to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent this Conversion. The basis adjustments may reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The TRA that we entered into with FICV and Mosing Holdings in connection with our initial public offering (“IPO”) generally provides for the payment by FINV of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax (which reductions we refer to as “cash savings”) in periods after our IPO as a result of (i) the tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for payment by us of interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in either FICV or FINV. We will retain the remaining 15% of cash savings, if any. The estimation of the liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As of December 31, 2018 , FINV has a cumulative loss over the prior 36 month period. Based on this history of losses, as well as uncertainty regarding the timing and amount of future taxable income, we are no longer able to conclude that there will be future cash savings that will lead to additional payouts under the TRA beyond the estimated $0.2 million as of December 31, 2018 . Additional TRA liability may be recognized in the future based on changes in expectations regarding the timing and likelihood of future cash savings. The payment obligations under the TRA are our obligations and are not obligations of FICV. The term of the TRA will continue until all such tax benefits have been utilized or expired, unless FINV elects to exercise its sole right to terminate the TRA early. If FINV elects to terminate the TRA early, which it may do so in its sole discretion, it would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control. In these situations, FINV’s obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the TRA were terminated on December 31, 2018 , the estimated termination payment would be approximately $44.6 million (calculated using a discount rate of 5.87% ). The foregoing number is merely an estimate and the actual payment could differ materially. Because FINV is a holding company with no operations of its own, its ability to make payments under the TRA is dependent on the ability of FICV to make distributions to it in an amount sufficient to cover FINV’s obligations under such agreements; this ability, in turn, may depend on the ability of FICV’s subsidiaries to provide payments to it. The ability of FICV and its subsidiaries to make such distributions will be subject to, among other things, the applicable provisions of Dutch law that may limit the amount of funds available for distribution and restrictions in our debt instruments. To the extent that FINV is unable to make payments under the TRA for any reason, except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the TRA or certain mergers or change of control, such payments will be deferred and will accrue interest until paid, and FINV will be prohibited from paying dividends on its common stock. |
Loss Per Common Share
Loss Per Common Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common Share Basic loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued. We apply the treasury stock method to determine the dilutive weighted average common shares represented by the unvested restricted stock units and ESPP shares. Through August 26, 2016, the date of the conversion of all of Mosing Holdings' Preferred Stock and Mosing Holdings' transfer of interest in FICV to us, the diluted loss per share calculation assumed the conversion of 100% of our outstanding Preferred Stock on an as if converted basis. Accordingly, the numerator was also adjusted to include the earnings allocated to the noncontrolling interest after taking into account the tax effect of such exchange. The following table summarizes the basic and diluted loss per share calculations (in thousands, except per share amounts): Year Ended December 31, 2018 2017 2016 Numerator Net loss $ (90,733 ) $ (159,457 ) $ (156,079 ) Less: Net loss attributable to noncontrolling interest — — 20,741 Less: Preferred stock dividends — — (1 ) Net loss available to common shareholders $ (90,733 ) $ (159,457 ) $ (135,339 ) Denominator Basic and diluted weighted average common shares (1) 223,999 222,940 176,584 Loss per common share: Basic and diluted $ (0.41 ) $ (0.72 ) $ (0.77 ) (1) Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when the results from operations are at a net loss. 922 648 35,556 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2013 Long-Term Incentive Plan Under our 2013 Long-Term Incentive Plan (the “LTIP”), stock options, SARs, restricted stock, restricted stock units, dividend equivalent rights and other types of equity and cash incentive awards may be granted to employees, non-employee directors and service providers. The LTIP expires after 10 years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our board of directors terminates the plan. There are 20,000,000 shares of common stock reserved for issuance under the LTIP. As of December 31, 2018 , 12,714,143 shares remained available for issuance. Restricted Stock Units Upon completion of the IPO and pursuant to the LTIP, we began granting restricted stock units. Substantially all RSUs granted under the LTIP vest ratably over a period of one to three years. Our treasury stock consists of shares that were withheld from employees to settle personal tax obligations that arose as a result of restricted stock units that vested. Certain restricted stock unit awards provide for accelerated vesting for qualifying terminations of employment or service. Employees granted RSUs are not entitled to dividends declared on the underlying shares while the restricted stock unit is unvested. As such, the grant date fair value of the award is measured by reducing the grant date price of our common stock by the present value of the dividends expected to be paid on the underlying shares during the requisite service period, discounted at the appropriate risk-free interest rate. The weighted average grant date fair value of RSUs granted during the years ended December 31, 2018 , 2017 and 2016 was $9.5 million , $12.1 million and $11.6 million , respectively. Compensation expense is recognized ratably over the vesting period. Forfeitures are recorded as they occur. Stock-based compensation expense relating to RSUs included in general and administrative expenses on the consolidated statements of operations for the years ended December 31, 2018 , 2017 and 2016 was $8.9 million , $12.8 million and $15.6 million , respectively. The total fair value of RSUs vested during the years ended December 31, 2018 , 2017 and 2016 was $6.7 million , $9.9 million and $22.6 million , respectively. Unamortized stock compensation expense as of December 31, 2018 relating to RSUs totaled approximately $8.6 million , which will be expensed over a weighted average period of 1.69 years . Non-vested RSUs outstanding as of December 31, 2018 and the changes during the year were as follows: Number of Weighted Average Non-vested at December 31, 2017 1,865,300 $ 10.55 Granted 1,507,609 6.28 Vested (1,017,843 ) 10.89 Forfeited (166,101 ) 7.73 Non-vested at December 31, 2018 2,188,965 $ 7.66 Performance Restricted Stock Units The purpose of the PRSUs is to closely align the incentive compensation of the executive leadership team for the duration of the performance cycle with returns to FINV’s shareholders and thereby further motivate the executive leadership team to create sustained value to FINV shareholders. The design of the PRSU grants effectuates this purpose by placing a material amount of incentive compensation for each executive at risk by offering an extraordinary reward for the attainment of extraordinary results. Design features of the PRSU grant that in furtherance of this purpose include the following: (1) The vesting of the PRSUs is based on total shareholder return (“TSR”) based on a comparison to the returns of a peer group. (2) TSR is computed over the entire Performance Period (using a 30 -day averaging period for the first 30 calendar days and the last 30 calendar days of the Performance Period to mitigate the effect of stock price volatility). The TSR calculation will assume reinvestment of dividends. (3) The ultimate number of shares to be issued pursuant to the PRSU awards will vary in proportion to the actual TSR achieved as a percentile compared to the peer group during the Performance Period as follows: (i) no shares will be issued if the Company’s performance falls below the 25 th percentile; (ii) 50% of the Target Level if the Company achieves a rank in the 25 th percentile (the threshold level); (iii) 100% of the Target Level if the Company achieves a rank in the 50 th percentile (the target level); (iv) 150% of the Target Level if the Company achieves a rank in the 75 th percentile (the maximum level for the 2016 and 2017 grants); and 200% of the Target Level if the Company achieves a rank in the 90 th percentile and above (the maximum level for the 2018 grant). (4) Unless there is a qualifying termination as defined in the PRSU award agreement, the PRSU’s of an executive will be forfeited upon an executive’s termination of employment during the Performance Period. Though the value of the PRSU grant may change for each participant, the compensation expense recorded by the Company is determined on the date of grant. Expected volatility is based on historical equity volatility of our stock based on 50% of historical and 50% of implied volatility weighting commensurate with the expected term of the PRSU. The expected volatility considers factors such as the historical volatility of our share price and our peer group companies, implied volatility of our share price, length of time our shares have been publicly traded, and split- and dividend-adjusted closing stock prices. We assumed no forfeiture rate for the PRSUs. In 2018 , we granted PRSUs with a fair value of $2.0 million or 275,550 units (“Target Level”). The performance period for these grants is three one -year periods from January 1, 2018 to December 31, 2018, January 1, 2019 to December 31, 2019 and January 1, 2020 to December 31, 2020 (“Performance Period”). The weighted average assumptions for the PRSUs granted in 2018 are as follows: 2018 Total expected term (in years) 2.86 Expected volatility 39.0% Risk-free interest rate 2.35% Correlation range 11.0% to 85.7% In 2017 , we granted PRSUs with a fair value of $2.6 million or 293,083 units (“Target Level”). The performance period for these grants is a three -year period from either January 1, 2017 to December 31, 2019 or September 27, 2017 to September 26, 2020 (“Performance Period”). The weighted average assumptions for the PRSUs granted in 2017 are as follows: 2017 Expected term (in years) 2.92 Expected volatility 42.1% Risk-free interest rate 1.51% Correlation range 26.8% to 76.0% In 2016 , we granted PRSUs with a fair value of $2.8 million or 199,168 units (“Target Level”). The performance period for these grants is a three -year period from January 1, 2016 to December 31, 2018 (“Performance Period”). The weighted average assumptions for the PRSUs granted in 2016 are as follows: 2016 Expected term (in years) 2.86 Expected volatility 42.7% Risk-free interest rate 0.88% Correlation range 24.4% to 71.0% In the event of death or disability, the restrictions related to forfeiture as defined in the performance awards agreement will lapse with respect to 100% of the PRSUs at the target level effective on the date of such event. In the event of involuntary termination except for cause, the Company will enter into a special vesting agreement with the executive under which the restrictions for forfeiture will not lapse upon such termination. In the event of a termination for any other reason prior to the end of the Performance Period, all PRSUs will be forfeited. Stock-based compensation expense related to PRSUs included in general and administrative expenses on the consolidated statements of operations for the years ended December 31, 2018 , 2017 and 2016 was $1.2 million , $0.6 million and $0.8 million , respectively. The total fair value of PRSUs vested during the year ended December 31, 2017 was $0.2 million . There were no PRSU vestings during the years ended December 31, 2018 and 2016 . Unamortized stock compensation expense as of December 31, 2018 relating to PRSUs totaled approximately $2.0 million , which will be expensed over a weighted average period of 1.90 years. Non-vested PRSUs outstanding as of December 31, 2018 and the changes during the year were as follows: Number of Weighted Average Non-vested at December 31, 2017 384,245 $ 9.01 Granted 275,550 7.26 Forfeited (65,808 ) 10.20 Non-vested at December 31, 2018 593,987 $ 8.06 Employee Stock Purchase Plan Under the Frank's International N.V. ESPP, eligible employees have the right to purchase shares of common stock at the lesser of (i) 85% of the last reported sale price of our common stock on the last trading date immediately preceding the first day of the option period, or (ii) 85% of the last reported sale price of our common stock on the last trading date immediately preceding the last day of the option period. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. We have reserved 3.0 million shares of our common stock for issuance under the ESPP, of which 2.5 million shares were available for issuance as of December 31, 2018 . Shares issued to our employees under the ESPP totaled 232,592 in 2018 and 155,673 shares in 2017 . For the years ended December 31, 2018 , 2017 and 2016 , we recognized $0.5 million , $0.4 million and $0.3 million of compensation expense related to stock purchased under the ESPP, respectively. In January 2018 , we issued 99,225 shares of our common stock to our employees under this plan to satisfy the employee purchase period from July 1, 2017 to December 31, 2017 , which increased our common stock outstanding. In July 2018 , we issued 133,367 shares of our common stock to our employees under this plan to satisfy the employee purchase period from January 1, 2018 to June 30, 2018 , which increased our common stock outstanding. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans U.S. Benefit Plans 401(k) Savings and Investment Plan . Frank’s International, LLC administers a 401(k) savings and investment plan (the “Plan”) as part of the employee benefits package. Employees are required to complete one month of service before becoming eligible to participate in the Plan. Under the terms of the Plan, we match 100% of the first 3% of eligible compensation an employee contributes to the Plan up to the annual allowable IRS limit. Additionally, the Company provides a 50% match on any employee contributions between 4% to 6% of eligible compensation. Our matching contributions to the Plan totaled $4.5 million , $3.7 million and $3.8 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Executive Deferred Compensation Plan . In December 2004, we and certain affiliates adopted the Frank’s Executive Deferred Compensation Plan (the “EDC Plan”). The purpose of the EDC Plan is to provide participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified cash compensation. Participant contributions are immediately vested. Our contributions vest after five years of service. All participant benefits under this EDC Plan shall be paid directly from the general funds of the applicable participating subsidiary or a grantor trust, commonly referred to as a Rabbi Trust, created for the purpose of informally funding the EDC Plan, and other than such Rabbi Trust, no special or separate fund shall be established and no other segregation of assets shall be made to assure payment. The assets of our EDC Plan’s trust are invested in a corporate owned split-dollar life insurance policy and an amalgamation of mutual funds (See Note 7—Other Assets). We recorded compensation expense related to the vesting of the Company’s contribution of $1.0 million and $1.7 million for the years ended December 31, 2018 and 2016 , respectively. No compensation expense related to the vesting of the Company’s contribution was recorded for the year ended December 31, 2017 . The total liability recorded at December 31, 2018 and 2017 , related to the EDC Plan was $23.7 million and $26.8 million , respectively, and was included in other noncurrent liabilities on the consolidated balance sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income tax expense (benefit) was comprised of the following for the periods indicated (in thousands): Year Ended December 31, 2018 2017 2016 United States $ (85,342 ) $ (167,908 ) $ (128,396 ) Foreign (8,341 ) 81,369 (53,326 ) Loss before income tax expense (benefit) $ (93,683 ) $ (86,539 ) $ (181,722 ) Income taxes have been provided for based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Components of income tax expense (benefit) consist of the following for the periods indicated (in thousands): Year Ended December 31, 2018 2017 2016 Current U.S. federal $ — $ — $ (13,389 ) U.S. state and local 7 (15 ) 379 Foreign 11,677 10,516 14,903 Total current 11,684 10,501 1,893 Deferred U.S. federal — 56,621 (25,838 ) U.S. state and local — 2,420 (1,512 ) Foreign (14,634 ) 3,376 (186 ) Total deferred (14,634 ) 62,417 (27,536 ) Total income tax expense (benefit) $ (2,950 ) $ 72,918 $ (25,643 ) For the year ending December 31, 2017, the Company reported, on a provisional basis, the tax impacts resulting from the enactment of the Tax Cuts and Jobs Act (“Tax Act”) on December 22, 2017. During 2018, the Company completed its analysis of the impacts of the Tax Act during the measurement period without further adjustment. The Company has completed the accounting for the impacts of the Tax Act, although adjustments may be necessary in future periods due to technical corrections and/or regulatory guidance that may be issued by the Internal Revenue Service. Foreign taxes were incurred in the following regions for the periods indicated (in thousands): Year Ended December 31, 2018 2017 2016 Latin America $ 1,261 $ 5,469 $ 1,159 West Africa 2,692 3,243 3,687 Middle East 2,249 1,633 1,880 Europe 461 1,348 5,132 Asia Pacific 922 1,388 1,364 Other (10,542 ) 812 1,495 Total foreign income tax expense (benefit) $ (2,957 ) $ 13,893 $ 14,717 A reconciliation of the differences between the income tax provision computed at the 21% U.S. statutory rate in effect at December 31, 2018 and the reported provision for income taxes for the periods indicated is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Income tax expense (benefit) at statutory rate $ (19,673 ) $ (30,289 ) $ (63,603 ) Branch profits tax (4,267 ) (4,871 ) (3,805 ) State taxes, net of federal benefit (27 ) 2,405 (674 ) Restricted stock units tax shortfall 1,025 1,651 2,758 Taxes on foreign earnings at less than the U.S. statutory rate 13,095 (22,464 ) 30,737 Effect of tax rate change (2,929 ) 23,843 — Effect of moving activity to higher tax rate jurisdiction (14,620 ) — — Management fee charged to international operations 1,515 1,213 — Tax effect of TRA derecognition — 46,874 — Establishment of valuation allowances 22,892 51,911 2,644 Return-to-provision adjustments (521 ) 3,551 (1,130 ) Noncontrolling interest — — 7,367 Other 560 (906 ) 63 Total income tax expense (benefit) $ (2,950 ) $ 72,918 $ (25,643 ) A reconciliation using the Netherlands statutory rate was not provided as there are no significant operations in the Netherlands. Deferred tax assets and liabilities are recorded for the anticipated future tax effects of temporary differences between the financial statement basis and tax basis of our assets and liabilities and are measured using the tax rates and laws expected to be in effect when the differences are projected to reverse. A valuation allowance is recorded when it is not more likely than not that some or all the benefit from the deferred tax asset will be realized. Significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2018 2017 Deferred tax assets Foreign net operating loss $ 13,290 $ 13,023 U.S. net operating loss 76,349 52,289 Research and development credit 609 297 TRA — 566 Intangibles 5,933 5,935 Inventory 2,350 1,488 Property and equipment 14,621 — Investment in partnership 23,931 20,248 Other 773 419 Valuation allowance (84,972 ) (60,524 ) Total deferred tax assets 52,884 33,741 Deferred tax liabilities Investment in partnership (27,352 ) (23,594 ) Property and equipment (3,652 ) (4,293 ) Goodwill (7,259 ) (5,854 ) Other (221 ) (229 ) Total deferred liabilities (38,484 ) (33,970 ) Net deferred tax assets (liabilities) $ 14,400 $ (229 ) As of December 31, 2018, we have income tax net operating loss (“NOL”) carryforwards related to both our U.S. and foreign operations of approximately $ 326.7 million. In addition, we have research and development tax credit carryforwards of approximately $ 0.6 million. The ultimate utilization of the NOLs and research and development credits depend on the ability to generate sufficient taxable income in the appropriate tax jurisdiction. These tax attributes expire as follows: Year of Expiration U.S. NOLs Foreign NOLs R&D Credits 2019 - 2023 $ — $ 9,022 $ — 2024 - 2028 — 1,901 — 2028 - 2038 194,381 208 609 Does not expire 78,315 42,852 — $ 272,696 $ 53,983 $ 609 The valuation allowance increased from $60.5 million to $85.0 million during 2018 as a result of accumulated tax losses in both the U.S. and various foreign tax jurisdictions. We evaluated all available evidence and determined that it is more likely than not that these losses will not be realized. It is our intention that all cash and earnings of our subsidiaries as of December 31, 2018 are permanently reinvested and will be used to meet operating cash flow needs. Existing plans do not demonstrate a need to repatriate foreign cash to fund parent company activity, however, should we determine that parent company funding is required, we estimate that any such cash needs may be met without adverse tax consequences. As of December 31, 2018 and 2017 , we had total gross unrecognized tax benefits of $0.3 million and $0.2 million , respectively. Substantially all of the uncertain tax positions, if recognized in the future, would impact our effective tax rate. We have elected to classify interest and penalties incurred on income taxes as income tax expense. We file income tax returns in the U.S. and various international tax jurisdictions. As of December 31, 2018 , our U.S. tax returns remain open to examination for the tax years 2017 through 2018, and the major foreign taxing jurisdictions to which we are subject to tax are open to examination for the tax years 2010 through 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments We are committed under various noncancelable operating lease agreements primarily related to facilities and equipment that expire at various dates throughout the next several years. Future minimum lease commitments under noncancelable operating leases with initial or remaining terms of one year or more at December 31, 2018 , are as follows (in thousands): Year Ending December 31, Amount 2019 $ 10,544 2020 9,120 2021 7,370 2022 6,006 2023 4,251 Thereafter 13,103 Total future lease commitments $ 50,394 Total rent expense incurred under operating leases was $16.8 million , $18.7 million , and $19.1 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. We also have purchase commitments related to inventory in the amount of $42.2 million . We enter into purchase commitments as needed. Contingencies We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of December 31, 2018 and December 31, 2017 . We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows. We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the SEC, the U.S. Department of Justice (“DOJ”) and other governmental entities. It is our intent to continue to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. While our review has not indicated that there has been any material impact on our previously filed financial statements, we have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies. In addition, during the course of the investigation, we discovered historical business transactions (and bids to enter into business transactions) in certain countries that may have been subject to U.S. and other international sanctions. We disclosed this information to the U.S. Department of Commerce’s Bureau of Industry and Security, Office of Export Enforcement (“OEE”) and to the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (as well as to the agencies involved in our ongoing investigation discussed above). We received a No Action Letter dated April 20, 2018 from OEE, stating that OEE had closed its investigation without taking further action. In addition, we received a No Action Letter dated April 23, 2018 from OFAC, stating that OFAC had closed its investigation without taking further action. As disclosed above, our investigation into possible violations of the FCPA remains ongoing, and we will continue to cooperate with the SEC, DOJ and other relevant governmental entities in connection therewith. At this time, we are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us. Our board and management are committed to continuously enhancing our internal controls that support improved compliance and transparency throughout our global operations. |
Severance and Other Charges (Cr
Severance and Other Charges (Credits), net | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Severance and Other Charges (Credits), net | Severance and Other Charges (Credits), net We recognize severance and other charges for costs associated with workforce reductions, facility closures, exiting or reducing our footprint in certain countries, inventory impairment and the retirement of excess machinery and equipment based on economic utility. As a result of the downturn in the industry and its impact on our business outlook, we continue to take actions to adjust our operations and cost structure to reflect current and expected activity levels. Depending on future market conditions, further actions may be necessary to adjust our operations, which may result in additional charges. Our severance and other charges (credits), net are summarized below (in thousands): Year Ended December 31, 2018 2017 2016 Severance and other costs $ 4,552 $ 2,697 $ 16,525 Fixed asset retirements and abandonments — 6,454 29,881 Inventory impairment — 51,181 — Accounts receivable write-off (recovery) (4,862 ) 15,022 — $ (310 ) $ 75,354 $ 46,406 Severance and other costs : We incurred costs due to a continued effort to adjust our cost base, including reducing our workforce to meet the depressed demand in the industry. Fixed asset retirements and abandonments : During the year ended December 31, 2016, we identified certain equipment that based on specifications and current market conditions no longer had economic utility and therefore had reached the end of its useful life. Accordingly, management decided to retire this equipment, which resulted in charges of $29.9 million . During the year ended December 31, 2017, we retired additional equipment prior to the end of its originally estimated useful lives, as well as abandoned capital projects, which resulted in a charge of $6.5 million . Inventory impairment : During 2017, we determined the cost of our connector inventory exceeded its net realizable value, which resulted in a charge of $51.2 million . Accounts receivable write-off (recovery) : We have experienced payment delays from certain customers in Nigeria, Angola and Venezuela. During the fourth quarter of 2017 management decided to significantly reduce our footprint in Nigeria and Angola and temporarily cease operations in Venezuela, which we believe will diminish our ability to collect amounts owed. As a result, we wrote off trade accounts receivable of $15.0 million during the year ended December 31, 2017. In 2018, we recovered $4.9 million of previously written off receivables from a customer in Angola. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands): Year Ended December 31, 2018 2017 2016 Cash paid for interest $ 273 $ 296 $ 447 Cash paid (received) for income taxes, net of refunds 1,848 (20,732 ) 8,754 Non-cash transactions: Change in accruals related to purchases of property, plant and equipment and intangibles $ 5,910 $ 5,761 $ 1,658 Insurance premium financed by note payable 6,798 5,125 — Net transfers from inventory to property, plant and equipment 4,529 4,689 — Value of shares issued for Blackhawk Group acquisition — — 144,047 Conversion of Preferred Stock — — 55,941 TRA liability — — 124,531 Deferred tax impact of TRA — — 68,590 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Reporting Segments Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. We are comprised of four reportable segments: International Services, U.S. Services, Tubular Sales and Blackhawk. The International Services segment provides tubular services in international offshore markets and in several onshore international regions. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies, and other oilfield services companies. The U.S. Services segment provides tubular services in the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus/Utica Shale, Niobrara Shale, Woodford Shale, Green River Basin and Uintah Basin, as well as in the U.S. Gulf of Mexico. The Tubular Sales segment designs, manufactures and distributes large outside diameter ( “ OD ” ) pipe, connectors and casing attachments and sells large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments. The Blackhawk segment provides well construction and well intervention services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations. Blackhawk’s customer base consists primarily of major and independent oil and gas companies as well as other oilfield services companies. Revenues We disaggregate our revenue from contracts with customers by geography for each of our segments, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The following tables presents our revenues disaggregated by geography based on the location where our services were provided and products sold (in thousands): Year Ended December 31, 2018 International Services U.S. Services Tubular Sales Blackhawk Consolidated United States $ — $ 148,941 $ 59,338 $ 72,316 $ 280,595 International 222,992 — 2,077 16,829 241,898 Total Revenues $ 222,992 $ 148,941 $ 61,415 $ 89,145 $ 522,493 Year Ended December 31, 2017 International Services U.S. Services Tubular Sales Blackhawk Consolidated United States $ — $ 118,815 $ 55,862 $ 70,007 $ 244,684 International 206,746 — 2,348 1,017 210,111 Total Revenues $ 206,746 $ 118,815 $ 58,210 $ 71,024 $ 454,795 Year Ended December 31, 2016 International Services U.S. Services Tubular Sales Blackhawk Consolidated United States $ — $ 152,827 $ 85,055 $ 9,982 $ 247,864 International 237,207 — 2,460 — 239,667 Total Revenues $ 237,207 $ 152,827 $ 87,515 $ 9,982 $ 487,531 Revenue by geographic area was as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 280,595 $ 244,684 $ 247,864 Europe/Middle East/Africa 135,786 138,304 160,651 Latin America 46,553 33,131 35,390 Asia Pacific 27,509 20,573 30,325 Other countries 32,050 18,103 13,301 Total Revenues $ 522,493 $ 454,795 $ 487,531 We are a Netherlands based company and we derive our revenue from services and product sales to clients primarily in the oil and gas industry. No single customer accounted for more than 10% of our revenue for the year ended December 31, 2018 . For the years ended December 31, 2017 and 2016 , one customer accounted for 10% and 13% of our revenues, respectively. In both years, all four of our segments generated revenue from this customer. The revenue generated in the Netherlands was immaterial for the years ended December 31, 2018 , 2017 and 2016 . Other than the United States, no individual country represented more than 10% of our revenue for the years ended December 31, 2018 , 2017 and 2016 . Adjusted EBITDA We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on disposal of assets, foreign currency gain or loss, equity-based compensation, unrealized and realized gain or loss, the effects of the TRA, other non-cash adjustments and other charges or credits. We review Adjusted EBITDA on both a consolidated basis and on a segment basis. We use Adjusted EBITDA to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), income tax, foreign currency exchange rates and other charges and credits. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP. Our CODM uses Adjusted EBITDA as the primary measure of segment reporting performance. The following table presents a reconciliation of Segment Adjusted EBITDA to net loss (in thousands): Year Ended December 31, 2018 2017 2016 Segment Adjusted EBITDA: International Services $ 35,498 $ 30,801 $ 33,264 U.S. Services (1) (18,115 ) (39,357 ) (11,012 ) Tubular Sales 3,153 3,181 1,741 Blackhawk 12,696 11,090 1,038 Total 33,232 5,715 25,031 Interest income, net 4,243 2,309 2,073 Income tax (expense) benefit 2,950 (72,918 ) 25,643 Depreciation and amortization (111,292 ) (122,102 ) (114,215 ) Gain (loss) on disposal of assets 1,309 2,045 (1,117 ) Foreign currency gain (loss) (5,675 ) 2,075 (10,819 ) TRA related adjustments (2) (1,359 ) 122,515 — Charges and credits (3) (14,141 ) (99,096 ) (82,675 ) Net loss $ (90,733 ) $ (159,457 ) $ (156,079 ) (1) Includes all corporate general and administrative expenses. (2) Please see Note 13—Related Party Transactions for further discussion. (3) Comprised of Equity-based compensation expense (2018: $10,621 ; 2017: $13,862 ; 2016: $15,978 ), Mergers and acquisition expense (2018: $58 ; 2017: $459 ; 2016: $13,784 ), Severance and other (charges) credits (2018: $310 ; 2017: $(75,354) ; 2016: $(46,406) ), Unrealized and realized gains (losses) (2018: $1,682 ; 2017: $(2,791) ; 2016: $(110) ), Investigation-related matters (2018: $5,454 ; 2017: $6,143 ; 2016: $ 6,397 ) and Other adjustments (2018: none ; 2017: $487 ; 2016: none ). The following table sets forth certain financial information with respect to our reportable segments (in thousands): International Services U.S. Services Tubular Sales Blackhawk Eliminations Total Year Ended December 31, 2018 Revenue from external customers $ 222,992 $ 148,941 $ 61,415 $ 89,145 $ — $ 522,493 Inter-segment revenues (222 ) 17,821 1,695 3,387 (22,681 ) — Operating income (loss) (15,328 ) (71,824 ) 442 (6,171 ) — (92,881 ) Adjusted EBITDA 35,498 (18,115 ) 3,153 12,696 — * Depreciation and amortization 54,450 37,100 2,481 17,261 — 111,292 Property, plant and equipment 143,424 168,372 75,259 29,435 — 416,490 Purchases of property, plant and equipment and intangibles 1,864 35,206 12,668 6,733 — 56,471 Year Ended December 31, 2017 Revenue from external customers $ 206,746 $ 118,815 $ 58,210 $ 71,024 $ — $ 454,795 Inter-segment revenues 23 17,071 14,132 129 (31,355 ) — Operating loss (44,199 ) (101,602 ) (51,397 ) (17,544 ) — (214,742 ) Adjusted EBITDA 30,801 (39,357 ) 3,181 11,090 — * Depreciation and amortization 54,873 38,151 3,697 25,381 — 122,102 Property, plant and equipment 197,305 173,501 66,153 32,687 — 469,646 Purchases of property, plant and equipment and intangibles 7,042 9,618 268 5,062 — 21,990 Year Ended December 31, 2016 Revenue from external customers $ 237,207 $ 152,827 $ 87,515 $ 9,982 $ — $ 487,531 Inter-segment revenues 68 19,590 19,456 — (39,114 ) — Operating loss (41,668 ) (116,603 ) (2,884 ) (2,207 ) — (163,362 ) Adjusted EBITDA 33,264 (11,012 ) 1,741 1,038 — * Depreciation and amortization 59,435 47,438 4,087 3,255 — 114,215 Property, plant and equipment 247,913 201,772 73,316 44,023 — 567,024 Purchases of property, plant and equipment and intangibles 23,461 18,112 540 14 — 42,127 * Non-GAAP financial measure not disclosed. The CODM does not review total assets by segment as part of the financial information provided; therefore, no asset information is provided in the above table. December 31, 2018 2017 Long-Lived Assets (PP&E) United States $ 272,476 $ 272,342 International 144,014 197,304 $ 416,490 $ 469,646 Based on the unique nature of our operating structure, revenue generating assets are interchangeable between two categories: (i) offshore and (ii) onshore. In addition, some onshore assets can only be used in the U.S. based upon certification. Long-lived assets in the Netherlands were insignificant in each of the years presented. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Summarized quarterly financial data for the years ended December 31, 2018 and 2017 is set forth below (in thousands, except per share data). First Second Third Fourth Quarter Quarter Quarter Quarter Total 2018 Revenue $ 115,569 $ 132,085 $ 128,986 $ 145,853 $ 522,493 Gross profit (1) 8,896 21,331 20,204 24,311 74,742 Operating loss (34,907 ) (23,782 ) (13,591 ) (20,601 ) (92,881 ) Net loss (42,073 ) (25,763 ) (6,999 ) (15,898 ) (90,733 ) Loss per common share: (4) Basic and diluted $ (0.19 ) $ (0.12 ) $ (0.03 ) $ (0.07 ) $ (0.41 ) 2017 Revenue $ 110,731 $ 117,659 $ 108,083 $ 118,322 $ 454,795 Gross profit (1) 8,827 11,811 9,411 7,141 37,190 Operating loss (2) (36,610 ) (33,966 ) (35,080 ) (109,086 ) (214,742 ) Net income (loss) (3) (26,663 ) (25,950 ) 2,296 (109,140 ) (159,457 ) Income (loss) per common share: (4) Basic and diluted $ (0.12 ) $ (0.12 ) $ 0.01 $ (0.49 ) $ (0.72 ) (1) Gross profit is defined as total revenue less cost of revenues less depreciation and amortization attributed to cost of revenues. (2) Fourth quarter includes inventory impairments of $51.2 million and accounts receivable write-offs of $15.0 million . Please see Note 19—Severance and Other Charges (Credits), net in these Notes to Consolidated Financial Statements. (3) Third quarter includes the impact of the derecognition of the TRA liability. Please see Note 13—Related Party Transactions in these Notes to Consolidated Financial Statements. (4) The sum of the individual quarterly income (losses) per share amounts may not agree with year-to-date net income (loss) per common share as each quarterly computation is based on the weighted average number of common shares outstanding during that period. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Account | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | FRANK’S INTERNATIONAL N.V. Schedule II - Valuation and Qualifying Accounts (In thousands) Balance at Beginning of Period Additions / Charged to Expense Deductions Other Balance at End of Period Year Ended December 31, 2018 Allowance for doubtful accounts $ 4,777 $ 348 $ (1,200 ) $ — $ 3,925 Allowance for excess and obsolete inventory 21,584 1,800 (760 ) — 22,624 Allowance for deferred tax assets 60,524 24,448 — — 84,972 Year Ended December 31, 2017 Allowance for doubtful accounts $ 14,337 $ 346 $ (9,725 ) $ (181 ) $ 4,777 Allowance for excess and obsolete inventory 4,626 19,727 (2,769 ) — 21,584 Allowance for deferred tax assets 5,442 56,207 (1,125 ) — 60,524 Year Ended December 31, 2016 Allowance for doubtful accounts $ 2,528 $ 10,374 $ (761 ) $ 2,196 $ 14,337 Allowance for excess and obsolete inventory (1) 2,200 1,762 (1,855 ) 2,519 4,626 Allowance for deferred tax assets 2,798 2,644 — — 5,442 (1) “Other” includes allowances acquired through business combinations and reductions in the allowance credited to expense. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of FINV for the years ended December 31, 2018 , 2017 and 2016 include the activities of Frank’s International C.V. (“FICV”), Blackhawk Group Holdings, LLC (“Blackhawk”) and their wholly owned subsidiaries (collectively, “Company,” “we,” “us” and “our”). All intercompany accounts and transactions have been eliminated for purposes of preparing these consolidated financial statements. Our accompanying consolidated financial statements and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). In the opinion of management, these consolidated financial statements reflect all adjustments consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented. The consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar. |
Accounting Estimates | Accounting Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Accounts Receivable | Accounts Receivable We establish an allowance for doubtful accounts based on various factors including historical experience, the current aging status of our customer accounts, the financial condition of our customers and the business and political environment in which our customers operate. Provisions for doubtful accounts are recorded when it becomes probable that customer accounts are uncollectible. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. Throughout the year, we have cash balances in excess of federally insured limits deposited with various financial institutions. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on cash and cash equivalents. |
Cash Surrender Value of Life Insurance Policies | Cash Surrender Value of Life Insurance Policies We have cash surrender value of life insurance policies that are held within a Rabbi Trust for the purpose of paying future executive deferred compensation benefit obligations. Income (loss) associated with these policies is included in other income, net on our consolidated statements of operations. |
Comprehensive Income | Comprehensive Income Accounting standards on reporting comprehensive income require that certain items, including foreign currency translation adjustments and unrealized gains and losses on marketable securities be presented as components of comprehensive income. The cumulative amounts recognized by us under these standards are reflected in the consolidated balance sheet as accumulated other comprehensive loss, a component of stockholders’ equity. |
Contingencies | Contingencies Certain conditions may exist as of the date our consolidated financial statements are issued that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. |
Derivative Financial Instruments | Derivative Financial Instruments When we deem appropriate, we use foreign currency forward derivative contracts to mitigate the risk of fluctuations in foreign currency exchange rates. We use these instruments to mitigate our exposure to non-local currency working capital. We do not hold or issue financial instruments for trading or other speculative purposes. We account for our derivative activities under the provisions of accounting guidance for derivatives and hedging. Derivatives are recognized on the consolidated balance sheet at fair value. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our consolidated statements of operations. |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per share excludes dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities to issue common stock were exercised or converted to common stock. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, short-term investments, trade accounts receivable, available-for-sale securities, derivative financial instruments, obligations under trade accounts payable and short -term debt. Due to their short-term nature, the carrying values for cash and cash equivalents, short-term investments, trade accounts receivable, trade accounts payable and short-term debt approximate fair value. |
Foreign Currency Translations and Transactions | Foreign Currency Translations and Transactions Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates. Gains and losses resulting from these translations are included in accumulated other comprehensive loss within stockholders’ equity. For those foreign subsidiaries that have designated the U.S. dollar as the functional currency, gains and losses resulting from balance sheet remeasurement of foreign operations are included in the consolidated statements of operations as incurred. Gains and losses resulting from transactions denominated in a foreign currency are also included in the consolidated statements of operations as incurred. |
Goodwill | Goodwill Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss. The test compares the fair value of a reporting unit with its carrying amount, including goodwill. The amount of impairment for goodwill is measured as the excess of its carrying value over its fair value. During the fourth quarter of 2017, we elected to change the timing of our annual goodwill impairment testing from December 31 to October 31 for our U.S Services, International Services, Tubular Sales and Manufacturing reporting units. This accounting change is considered to be preferable because it allows for additional time to complete the annual goodwill impairment test, better aligns with our planning process, and synchronizes the testing date for all of our reporting units as October 31, which is the Blackhawk reporting unit's annual impairment testing date. This change did not result in adjustments to previously issued financial statements. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, which include property, plant and equipment, and certain other assets to be held and used by us, are reviewed when events or changes in circumstances indicate that the carrying amount of the assets 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 based on the fair value of the asset. |
Income Taxes | Income Taxes We operate under many legal forms in approximately 50 countries. As a result, we are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these different jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits), and withholding taxes based on revenues. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions, or our level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of income taxes that we provide during any given year. We provide for income tax expense based on the liability method of accounting for income taxes based on the authoritative accounting guidance. Deferred tax assets and liabilities are recorded based upon temporary differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes, and are measured using the tax rates and laws expected to be in effect when the differences are projected to reverse. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for valuation allowances, we have made judgments and estimates regarding future taxable income. These estimates and judgments include some degree of uncertainty, and changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities and associated valuation allowances during the period. The impact of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. |
Intangible Assets | Intangible Assets Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the assets. We evaluate impairment of our intangible assets on an asset group basis whenever circumstances indicate that the carrying value may not be recoverable. Intangible assets deemed to be impaired are written down to their fair value discounted cash flows and, if available, comparable market values. |
Inventories | Inventories Inventories are stated at the lower of cost (primarily average cost) or net realizable value. Work in progress and finished goods include the cost of materials, labor, and manufacturing overhead. Inventory placed in service is either capitalized and included in equipment or expensed based upon our capitalization policies. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation. Expenditures for significant improvements and betterments are capitalized when they enhance or extend the useful life of the asset. Expenditures for routine repairs and maintenance, which do not improve or extend the life of the related assets, are expensed when incurred. When properties or equipment are sold, retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the books and the resulting gain or loss is recognized on the consolidated statements of operations. Depreciation on fixed assets is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Payment terms on services and products generally range from 30 days to 120 days. Given the short-term nature of our service and product offerings, our contracts do not have a significant financing component and the consideration we receive is generally fixed. Service revenues are recognized over time as services are performed or rendered. Rates for services are typically priced on a per day, per man-hour or similar basis. We generally perform services either under direct service purchase orders or master service agreements which are supplemented by individual call-out provisions. For customers contracted under such arrangements, an accrual is recorded in unbilled revenue for revenue earned but not yet invoiced. Revenues on product sales are generally recognized at a point in time when the product has shipped and significant risks of ownership have passed to the customer. The sales arrangements typically do not include a right of return or other similar provisions, nor do they contain any other post-delivery obligations. Some of our Tubular Sales and Blackhawk segment customers have requested that we store pipe, connectors and cementing products purchased from us in our facilities. We recognize revenues for these “bill and hold” sales once the following criteria have been met: (1) there is a substantive reason for the arrangement, (2) the product is identified as the customer’s asset, (3) the product is ready for delivery to the customer, and (4) we cannot use the product or direct it to another customer. |
Short-Term Investments | Short‑term investments Short‑term investments consist of commercial paper, classified as held-to-maturity and a fund that primarily invests in short-term debt securities. These investments have original maturities of greater than three months but less than twelve months. |
Stock-Based Compensation | Stock-Based Compensation Our 2013 Long-Term Incentive Plan provides for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), dividend equivalent rights and other types of equity and cash incentive awards to employees, non-employee directors and service providers. Stock-based compensation expense is measured at the grant date of the share-based awards based on their value. Stock-based compensation expense is recognized on a straight-line basis over the vesting period and is included in general and administrative expense in the consolidated statements of operations. Our stock-based compensation currently consists of RSUs and PRSUs. The grant date fair value of the RSUs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period, discounted at the appropriate risk-free interest rate. The grant date fair value and compensation expense of PRSU grants is estimated based on a Monte Carlo simulation using the Company's closing stock price as of the day before the grant date. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all accounting pronouncements. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position, results of operations and cash flows. In June 2018, the FASB issued new guidance which is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. The guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those periods. We adopted the guidance on January 1, 2019 and the adoption did not have a material impact on our consolidated financial statements. In May 2017, the FASB issued new guidance to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when accounting for a change to the terms and conditions of a share-based payment award. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments in this guidance should be applied prospectively to an award modified on or after the adoption date. We adopted the guidance on January 1, 2018 and the adoption did not have an impact on our consolidated financial statements. In January 2017, the FASB issued new accounting guidance for business combinations clarifying the definition of a business. The objective of the guidance is to help companies and other organizations which have acquired or sold a business to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, the guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. We adopted the guidance on January 1, 2018 and the adoption did not have an impact on our consolidated financial statements. In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In February 2016, the FASB issued new accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by both lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Further, in July 2018, the FASB amended the new lease accounting standard in an effort to reduce the burden of adoption. With the adoption of the new lease accounting standard, as amended, companies have the option of electing to apply the new lease accounting standard either on a retrospective or prospective basis. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We adopted the new lease accounting standard, as amended, on a prospective basis effective January 1, 2019. Additionally, we are implementing an enterprise-wide lease management system to assist in the accounting and are evaluating additional changes to our processes and internal controls to ensure we meet the standard's reporting and disclosure requirements. We will make an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. We will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. We estimate adoption of the standard will result in the recognition of right of use assets and lease liabilities for operating leases of between $30.0 million and $40.0 million as of January 1, 2019. We do not anticipate the adoption of the new lease accounting standard will materially affect our statement of operations or statement of cash flows. In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new revenue standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard creates a five-step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for two transition methods: (a) a full retrospective adoption in which the standard is applied to all periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items. In July 2015, the FASB deferred the effective date to December 15, 2017 for annual periods, and interim reporting periods within those fiscal years, beginning after that date. We adopted the new revenue standard effective January 1, 2018 using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Our adjustment related solely to revenues from certain product sales with bill-and-hold arrangements in our Tubular Sales segment. The comparative information has not been restated and continues to be reported under the accounting standards which were in effect for those periods. The impact to revenue of applying the new revenue recognition standard for the year ended December 31, 2018 was immaterial. We expect the impact of the adoption of the new standard to be immaterial to our financial results on an ongoing basis. We elected to apply certain practical expedients available under the new revenue standard. We elected to expense cost of obtaining contracts, such as sales commissions, when incurred because the amortization period would have been one year or less due to the length of our contracts. We have also elected not to assess immaterial promises in the context of our contracts as performance obligations and to exclude taxes from the assessment of transaction price in arrangements where taxes are collected by the entity from a customer. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Because our contracts with customers are short-term in nature and fall within this exemption, we do not have significant unsatisfied performance obligations as defined by the new revenue standard. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Intangible Assets | The following table provides information related to our intangible assets as of December 31, 2018 and 2017 (in thousands): December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Total Gross Carrying Amount Accumulated Amortization Total Customer relationships $ 39,050 $ (23,688 ) $ 15,362 $ 39,050 $ (17,577 ) $ 21,473 Trade name 11,407 (9,203 ) 2,204 11,407 (6,494 ) 4,913 Intellectual property 17,889 (4,386 ) 13,503 9,892 (2,463 ) 7,429 Non-compete agreement 1,160 (1,160 ) — 1,160 (1,080 ) 80 Total intangible assets $ 69,506 $ (38,437 ) $ 31,069 $ 61,509 $ (27,614 ) $ 33,895 |
Intangible Assets Amortization Expense | As of December 31, 2018 , estimated amortization expense for the intangible assets for each of the next five years was as follows (in thousands): Period Amount 2019 $ 11,020 2020 7,737 2021 6,320 2022 935 2023 923 Thereafter 4,134 Total $ 31,069 |
Schedule of Effect of New Accounting Pronouncements | The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of the new revenue standard was as follows (in thousands): Balance at Impact of Balance at December 31, 2017 Adjustments January 1, 2018 Balance Sheet Assets Inventories, net $ 76,420 $ (3,560 ) $ 72,860 Liabilities Deferred revenue 4,703 (4,230 ) 473 Stockholders’ Equity Retained earnings 106,923 670 107,593 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Schedule of Net Income (Loss) Attributable to Noncontrolling Interest | A reconciliation of net loss attributable to noncontrolling interest is detailed as follows (in thousands): Year Ended 2016 Net loss $ (156,079 ) Add: Net loss after Mosing Holdings contributed interest to FINV (1) 84,541 Add: Benefit for U.S. income taxes of FINV (2) (10,414 ) Less: Loss of FINV (3) 23 Net loss subject to noncontrolling interest (81,929 ) Noncontrolling interest percentage (4) 25.2 % Net loss attributable to noncontrolling interest $ (20,741 ) (1) Represents net loss after August 26, 2016 when Mosing Holdings transferred its interest to FINV. (2) Represents income tax benefit of entities outside of FICV as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016. (3) Represents results of operations for entities outside of FICV as of August 26, 2016. (4) Represents the economic interest in FICV held by Mosing Holdings before the preferred stock conversion on August 26, 2016. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable at December 31, 2018 and 2017 were as follows (in thousands): December 31, 2018 2017 Trade accounts receivable, net of allowance of $3,925 and $4,777, respectively $ 114,630 $ 83,482 Unbilled receivables 54,591 25,670 Taxes receivable 15,762 11,305 Affiliated (1) 549 716 Other receivables 3,882 6,037 Total accounts receivable, net $ 189,414 $ 127,210 (1) Amounts represent expenditures on behalf of non-consolidated affiliates. |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at December 31, 2018 and 2017 were as follows (in thousands): December 31, 2018 2017 Pipe and connectors, net of allowance of $21,270 and $20,064, respectively $ 18,026 $ 33,620 Finished goods, net of allowance of $1,354 and $1,520, respectively 22,608 14,541 Work in progress 8,285 9,206 Raw materials, components and supplies 20,463 19,053 Total inventories, net $ 69,382 $ 76,420 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | The following is a summary of property, plant and equipment at December 31, 2018 and 2017 (in thousands): December 31, Estimated Useful Lives in Years 2018 2017 Land (1) — $ 32,945 $ 15,314 Land improvements 8-15 8,316 14,594 Buildings and improvements (1) 13-39 125,088 119,380 Rental machinery and equipment 7 887,064 898,146 Machinery and equipment - other 7 61,796 55,049 Furniture, fixtures and computers 5 24,745 27,259 Automobiles and other vehicles 5 29,696 29,971 Leasehold improvements 7-15, or lease term if shorter 15,392 10,030 Construction in progress - machinery and equipment and buildings — 65,152 61,836 1,250,194 1,231,579 Less: Accumulated depreciation (833,704 ) (761,933 ) Total property, plant and equipment, net $ 416,490 $ 469,646 (1) The balances as of December 31, 2018 include the acquisition of land and buildings of $18.5 million and $18.5 million , respectively. See Note 13—Related Party Transactions for additional information. |
Depreciation and Amortization | The following table presents the depreciation and amortization associated with each line for the periods ended December 31, 2018 , 2017 and 2016 (in thousands): December 31, 2018 2017 2016 Cost of revenues Services $ 93,280 $ 102,212 $ 101,260 Products 4,354 4,971 4,254 General and administrative expenses 13,658 14,919 8,701 Total $ 111,292 $ 122,102 $ 114,215 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets at December 31, 2018 and 2017 consisted of the following (in thousands): December 31, 2018 2017 Cash surrender value of life insurance policies (1) $ 23,784 $ 30,351 Deposits 2,269 2,564 Other 2,566 2,378 Total other assets $ 28,619 $ 35,293 (1) See Note 10—Fair Value Measurements. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities at December 31, 2018 and 2017 consisted of the following (in thousands): December 31, 2018 2017 Accounts payable $ 31,960 $ 33,912 Accrued compensation 30,822 25,510 Accrued property and other taxes 16,301 16,908 Accrued severance and other charges 2,328 1,444 Income taxes 12,075 8,091 Accrued purchase orders and other 30,495 23,020 Total accounts payable and accrued liabilities $ 123,981 $ 108,885 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities | A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of December 31, 2018 and 2017 were as follows (in thousands): Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total December 31, 2018 Assets: Investments: Cash surrender value of life insurance policies - deferred compensation plan $ — $ 23,784 $ — $ 23,784 Marketable securities - other 37 — — 37 Liabilities: Derivative financial instruments — 101 — 101 Deferred compensation plan — 23,663 — 23,663 December 31, 2017 Assets: Investments: Cash surrender value of life insurance policies - deferred compensation plan $ — $ 30,351 $ — $ 30,351 Marketable securities - other 113 — — 113 Liabilities: Derivative financial instruments — 487 — 487 Deferred compensation plan — 26,797 — 26,797 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Foreign Currency Derivative Contracts | As of December 31, 2018 and 2017 , we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands): December 31, 2018 Notional Contractual Settlement Derivative Contracts Amount Exchange Rate Date Canadian dollar $ 2,248 1.3343 3/18/2019 Euro 6,967 1.1421 3/18/2019 Norwegian krone 7,713 8.5566 3/18/2019 Pound sterling 16,452 1.2655 3/18/2019 December 31, 2017 Notional Contractual Settlement Derivative Contracts Amount Exchange Rate Date Canadian dollar $ 6,226 1.2850 3/15/2018 Euro 5,326 1.1836 3/15/2018 Norwegian krone 6,212 8.3704 3/15/2018 Pound sterling 6,039 1.3419 3/15/2018 |
Schedule of Fair Value by Balance Sheet Location | The following table summarizes the location and fair value amounts of all derivative contracts in the consolidated balance sheets as of December 31, 2018 and 2017 (in thousands): Derivatives not designated as Hedging Instruments Consolidated Balance Sheet Location December 31, 2018 December 31, 2017 Foreign currency contracts Accounts payable and accrued liabilities $ (101 ) $ (487 ) |
Impact of Derivative Instruments on the Income Statement | The following table summarize the location and amounts of the unrealized and realized gains and losses on derivative contracts in the consolidated statements of operations as of December 31, 2018 , 2017 and 2016 (in thousands): Derivatives not designated as Hedging Instruments Location of gain (loss) recognized in income on derivative contracts December 31, 2018 December 31, 2017 December 31, 2016 Unrealized gain (loss) on foreign currency contracts Other income, net $ 386 $ (634 ) $ (64 ) Realized gain (loss) on foreign currency contracts Other income, net 1,661 (1,699 ) (296 ) Total net gain (loss) on foreign currency contracts $ 2,047 $ (2,333 ) $ (360 ) |
Offsetting Assets | The following table presents the gross and net fair values of our derivatives as of December 31, 2018 and 2017 (in thousands): Derivative Asset Positions Derivative Liability Positions December 31, December 31, 2018 2017 2018 2017 Gross position - asset / (liability) $ 113 $ — $ (214 ) $ (487 ) Netting adjustment (113 ) — 113 — Net position - asset / (liability) $ — $ — $ (101 ) $ (487 ) |
Offsetting Liabilities | The following table presents the gross and net fair values of our derivatives as of December 31, 2018 and 2017 (in thousands): Derivative Asset Positions Derivative Liability Positions December 31, December 31, 2018 2017 2018 2017 Gross position - asset / (liability) $ 113 $ — $ (214 ) $ (487 ) Netting adjustment (113 ) — 113 — Net position - asset / (liability) $ — $ — $ (101 ) $ (487 ) |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share, Basic and Diluted | The following table summarizes the basic and diluted loss per share calculations (in thousands, except per share amounts): Year Ended December 31, 2018 2017 2016 Numerator Net loss $ (90,733 ) $ (159,457 ) $ (156,079 ) Less: Net loss attributable to noncontrolling interest — — 20,741 Less: Preferred stock dividends — — (1 ) Net loss available to common shareholders $ (90,733 ) $ (159,457 ) $ (135,339 ) Denominator Basic and diluted weighted average common shares (1) 223,999 222,940 176,584 Loss per common share: Basic and diluted $ (0.41 ) $ (0.72 ) $ (0.77 ) (1) Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when the results from operations are at a net loss. 922 648 35,556 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Non-vested Restricted Stock Units | Non-vested RSUs outstanding as of December 31, 2018 and the changes during the year were as follows: Number of Weighted Average Non-vested at December 31, 2017 1,865,300 $ 10.55 Granted 1,507,609 6.28 Vested (1,017,843 ) 10.89 Forfeited (166,101 ) 7.73 Non-vested at December 31, 2018 2,188,965 $ 7.66 |
Schedule of Weighted Average Assumptions for PRSUs | The weighted average assumptions for the PRSUs granted in 2017 are as follows: 2017 Expected term (in years) 2.92 Expected volatility 42.1% Risk-free interest rate 1.51% Correlation range 26.8% to 76.0% The weighted average assumptions for the PRSUs granted in 2018 are as follows: 2018 Total expected term (in years) 2.86 Expected volatility 39.0% Risk-free interest rate 2.35% Correlation range 11.0% to 85.7% The weighted average assumptions for the PRSUs granted in 2016 are as follows: 2016 Expected term (in years) 2.86 Expected volatility 42.7% Risk-free interest rate 0.88% Correlation range 24.4% to 71.0% |
Schedule of Non-vested PRSU's Outstanding | Non-vested PRSUs outstanding as of December 31, 2018 and the changes during the year were as follows: Number of Weighted Average Non-vested at December 31, 2017 384,245 $ 9.01 Granted 275,550 7.26 Forfeited (65,808 ) 10.20 Non-vested at December 31, 2018 593,987 $ 8.06 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Loss before income tax expense (benefit) was comprised of the following for the periods indicated (in thousands): Year Ended December 31, 2018 2017 2016 United States $ (85,342 ) $ (167,908 ) $ (128,396 ) Foreign (8,341 ) 81,369 (53,326 ) Loss before income tax expense (benefit) $ (93,683 ) $ (86,539 ) $ (181,722 ) Income taxes have been provided for based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Components of income tax expense (benefit) consist of the following for the periods indicated (in thousands): Year Ended December 31, 2018 2017 2016 Current U.S. federal $ — $ — $ (13,389 ) U.S. state and local 7 (15 ) 379 Foreign 11,677 10,516 14,903 Total current 11,684 10,501 1,893 Deferred U.S. federal — 56,621 (25,838 ) U.S. state and local — 2,420 (1,512 ) Foreign (14,634 ) 3,376 (186 ) Total deferred (14,634 ) 62,417 (27,536 ) Total income tax expense (benefit) $ (2,950 ) $ 72,918 $ (25,643 ) |
Schedule of Foreign Taxes Incurred | Foreign taxes were incurred in the following regions for the periods indicated (in thousands): Year Ended December 31, 2018 2017 2016 Latin America $ 1,261 $ 5,469 $ 1,159 West Africa 2,692 3,243 3,687 Middle East 2,249 1,633 1,880 Europe 461 1,348 5,132 Asia Pacific 922 1,388 1,364 Other (10,542 ) 812 1,495 Total foreign income tax expense (benefit) $ (2,957 ) $ 13,893 $ 14,717 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the differences between the income tax provision computed at the 21% U.S. statutory rate in effect at December 31, 2018 and the reported provision for income taxes for the periods indicated is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Income tax expense (benefit) at statutory rate $ (19,673 ) $ (30,289 ) $ (63,603 ) Branch profits tax (4,267 ) (4,871 ) (3,805 ) State taxes, net of federal benefit (27 ) 2,405 (674 ) Restricted stock units tax shortfall 1,025 1,651 2,758 Taxes on foreign earnings at less than the U.S. statutory rate 13,095 (22,464 ) 30,737 Effect of tax rate change (2,929 ) 23,843 — Effect of moving activity to higher tax rate jurisdiction (14,620 ) — — Management fee charged to international operations 1,515 1,213 — Tax effect of TRA derecognition — 46,874 — Establishment of valuation allowances 22,892 51,911 2,644 Return-to-provision adjustments (521 ) 3,551 (1,130 ) Noncontrolling interest — — 7,367 Other 560 (906 ) 63 Total income tax expense (benefit) $ (2,950 ) $ 72,918 $ (25,643 ) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2018 2017 Deferred tax assets Foreign net operating loss $ 13,290 $ 13,023 U.S. net operating loss 76,349 52,289 Research and development credit 609 297 TRA — 566 Intangibles 5,933 5,935 Inventory 2,350 1,488 Property and equipment 14,621 — Investment in partnership 23,931 20,248 Other 773 419 Valuation allowance (84,972 ) (60,524 ) Total deferred tax assets 52,884 33,741 Deferred tax liabilities Investment in partnership (27,352 ) (23,594 ) Property and equipment (3,652 ) (4,293 ) Goodwill (7,259 ) (5,854 ) Other (221 ) (229 ) Total deferred liabilities (38,484 ) (33,970 ) Net deferred tax assets (liabilities) $ 14,400 $ (229 ) |
Summary of Operating Loss Carryforwards | These tax attributes expire as follows: Year of Expiration U.S. NOLs Foreign NOLs R&D Credits 2019 - 2023 $ — $ 9,022 $ — 2024 - 2028 — 1,901 — 2028 - 2038 194,381 208 609 Does not expire 78,315 42,852 — $ 272,696 $ 53,983 $ 609 |
Summary of Tax Credit Carryforwards | These tax attributes expire as follows: Year of Expiration U.S. NOLs Foreign NOLs R&D Credits 2019 - 2023 $ — $ 9,022 $ — 2024 - 2028 — 1,901 — 2028 - 2038 194,381 208 609 Does not expire 78,315 42,852 — $ 272,696 $ 53,983 $ 609 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease commitments under noncancelable operating leases with initial or remaining terms of one year or more at December 31, 2018 , are as follows (in thousands): Year Ending December 31, Amount 2019 $ 10,544 2020 9,120 2021 7,370 2022 6,006 2023 4,251 Thereafter 13,103 Total future lease commitments $ 50,394 |
Severance and Other Charges (_2
Severance and Other Charges (Credits), net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Summary of Severance and Other Charges (Credits), net | Our severance and other charges (credits), net are summarized below (in thousands): Year Ended December 31, 2018 2017 2016 Severance and other costs $ 4,552 $ 2,697 $ 16,525 Fixed asset retirements and abandonments — 6,454 29,881 Inventory impairment — 51,181 — Accounts receivable write-off (recovery) (4,862 ) 15,022 — $ (310 ) $ 75,354 $ 46,406 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands): Year Ended December 31, 2018 2017 2016 Cash paid for interest $ 273 $ 296 $ 447 Cash paid (received) for income taxes, net of refunds 1,848 (20,732 ) 8,754 Non-cash transactions: Change in accruals related to purchases of property, plant and equipment and intangibles $ 5,910 $ 5,761 $ 1,658 Insurance premium financed by note payable 6,798 5,125 — Net transfers from inventory to property, plant and equipment 4,529 4,689 — Value of shares issued for Blackhawk Group acquisition — — 144,047 Conversion of Preferred Stock — — 55,941 TRA liability — — 124,531 Deferred tax impact of TRA — — 68,590 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Disaggregation of Revenue | The following tables presents our revenues disaggregated by geography based on the location where our services were provided and products sold (in thousands): Year Ended December 31, 2018 International Services U.S. Services Tubular Sales Blackhawk Consolidated United States $ — $ 148,941 $ 59,338 $ 72,316 $ 280,595 International 222,992 — 2,077 16,829 241,898 Total Revenues $ 222,992 $ 148,941 $ 61,415 $ 89,145 $ 522,493 Year Ended December 31, 2017 International Services U.S. Services Tubular Sales Blackhawk Consolidated United States $ — $ 118,815 $ 55,862 $ 70,007 $ 244,684 International 206,746 — 2,348 1,017 210,111 Total Revenues $ 206,746 $ 118,815 $ 58,210 $ 71,024 $ 454,795 Year Ended December 31, 2016 International Services U.S. Services Tubular Sales Blackhawk Consolidated United States $ — $ 152,827 $ 85,055 $ 9,982 $ 247,864 International 237,207 — 2,460 — 239,667 Total Revenues $ 237,207 $ 152,827 $ 87,515 $ 9,982 $ 487,531 Revenue by geographic area was as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 280,595 $ 244,684 $ 247,864 Europe/Middle East/Africa 135,786 138,304 160,651 Latin America 46,553 33,131 35,390 Asia Pacific 27,509 20,573 30,325 Other countries 32,050 18,103 13,301 Total Revenues $ 522,493 $ 454,795 $ 487,531 |
Reconciliation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization from Segments to Consolidated | The following table presents a reconciliation of Segment Adjusted EBITDA to net loss (in thousands): Year Ended December 31, 2018 2017 2016 Segment Adjusted EBITDA: International Services $ 35,498 $ 30,801 $ 33,264 U.S. Services (1) (18,115 ) (39,357 ) (11,012 ) Tubular Sales 3,153 3,181 1,741 Blackhawk 12,696 11,090 1,038 Total 33,232 5,715 25,031 Interest income, net 4,243 2,309 2,073 Income tax (expense) benefit 2,950 (72,918 ) 25,643 Depreciation and amortization (111,292 ) (122,102 ) (114,215 ) Gain (loss) on disposal of assets 1,309 2,045 (1,117 ) Foreign currency gain (loss) (5,675 ) 2,075 (10,819 ) TRA related adjustments (2) (1,359 ) 122,515 — Charges and credits (3) (14,141 ) (99,096 ) (82,675 ) Net loss $ (90,733 ) $ (159,457 ) $ (156,079 ) (1) Includes all corporate general and administrative expenses. (2) Please see Note 13—Related Party Transactions for further discussion. (3) Comprised of Equity-based compensation expense (2018: $10,621 ; 2017: $13,862 ; 2016: $15,978 ), Mergers and acquisition expense (2018: $58 ; 2017: $459 ; 2016: $13,784 ), Severance and other (charges) credits (2018: $310 ; 2017: $(75,354) ; 2016: $(46,406) ), Unrealized and realized gains (losses) (2018: $1,682 ; 2017: $(2,791) ; 2016: $(110) ), Investigation-related matters (2018: $5,454 ; 2017: $6,143 ; 2016: $ 6,397 ) and Other adjustments (2018: none ; 2017: $487 ; 2016: none ). |
Schedule of Segment Reporting Information, by Segment | The following table sets forth certain financial information with respect to our reportable segments (in thousands): International Services U.S. Services Tubular Sales Blackhawk Eliminations Total Year Ended December 31, 2018 Revenue from external customers $ 222,992 $ 148,941 $ 61,415 $ 89,145 $ — $ 522,493 Inter-segment revenues (222 ) 17,821 1,695 3,387 (22,681 ) — Operating income (loss) (15,328 ) (71,824 ) 442 (6,171 ) — (92,881 ) Adjusted EBITDA 35,498 (18,115 ) 3,153 12,696 — * Depreciation and amortization 54,450 37,100 2,481 17,261 — 111,292 Property, plant and equipment 143,424 168,372 75,259 29,435 — 416,490 Purchases of property, plant and equipment and intangibles 1,864 35,206 12,668 6,733 — 56,471 Year Ended December 31, 2017 Revenue from external customers $ 206,746 $ 118,815 $ 58,210 $ 71,024 $ — $ 454,795 Inter-segment revenues 23 17,071 14,132 129 (31,355 ) — Operating loss (44,199 ) (101,602 ) (51,397 ) (17,544 ) — (214,742 ) Adjusted EBITDA 30,801 (39,357 ) 3,181 11,090 — * Depreciation and amortization 54,873 38,151 3,697 25,381 — 122,102 Property, plant and equipment 197,305 173,501 66,153 32,687 — 469,646 Purchases of property, plant and equipment and intangibles 7,042 9,618 268 5,062 — 21,990 Year Ended December 31, 2016 Revenue from external customers $ 237,207 $ 152,827 $ 87,515 $ 9,982 $ — $ 487,531 Inter-segment revenues 68 19,590 19,456 — (39,114 ) — Operating loss (41,668 ) (116,603 ) (2,884 ) (2,207 ) — (163,362 ) Adjusted EBITDA 33,264 (11,012 ) 1,741 1,038 — * Depreciation and amortization 59,435 47,438 4,087 3,255 — 114,215 Property, plant and equipment 247,913 201,772 73,316 44,023 — 567,024 Purchases of property, plant and equipment and intangibles 23,461 18,112 540 14 — 42,127 * Non-GAAP financial measure not disclosed. |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | December 31, 2018 2017 Long-Lived Assets (PP&E) United States $ 272,476 $ 272,342 International 144,014 197,304 $ 416,490 $ 469,646 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summarized quarterly financial data for the years ended December 31, 2018 and 2017 is set forth below (in thousands, except per share data). First Second Third Fourth Quarter Quarter Quarter Quarter Total 2018 Revenue $ 115,569 $ 132,085 $ 128,986 $ 145,853 $ 522,493 Gross profit (1) 8,896 21,331 20,204 24,311 74,742 Operating loss (34,907 ) (23,782 ) (13,591 ) (20,601 ) (92,881 ) Net loss (42,073 ) (25,763 ) (6,999 ) (15,898 ) (90,733 ) Loss per common share: (4) Basic and diluted $ (0.19 ) $ (0.12 ) $ (0.03 ) $ (0.07 ) $ (0.41 ) 2017 Revenue $ 110,731 $ 117,659 $ 108,083 $ 118,322 $ 454,795 Gross profit (1) 8,827 11,811 9,411 7,141 37,190 Operating loss (2) (36,610 ) (33,966 ) (35,080 ) (109,086 ) (214,742 ) Net income (loss) (3) (26,663 ) (25,950 ) 2,296 (109,140 ) (159,457 ) Income (loss) per common share: (4) Basic and diluted $ (0.12 ) $ (0.12 ) $ 0.01 $ (0.49 ) $ (0.72 ) (1) Gross profit is defined as total revenue less cost of revenues less depreciation and amortization attributed to cost of revenues. (2) Fourth quarter includes inventory impairments of $51.2 million and accounts receivable write-offs of $15.0 million . Please see Note 19—Severance and Other Charges (Credits), net in these Notes to Consolidated Financial Statements. (3) Third quarter includes the impact of the derecognition of the TRA liability. Please see Note 13—Related Party Transactions in these Notes to Consolidated Financial Statements. (4) The sum of the individual quarterly income (losses) per share amounts may not agree with year-to-date net income (loss) per common share as each quarterly computation is based on the weighted average number of common shares outstanding during that period. |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2018USD ($)country | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 01, 2019USD ($) | Nov. 01, 2016USD ($) | |
Accounting Policies [Abstract] | |||||
Income (loss) on changes in the cash surrender value of life insurance policies | $ (1,200,000) | $ 2,400,000 | $ 1,100,000 | ||
Number of countries in which entity operates | country | 50 | ||||
Amortization expense for intangible assets | $ 10,800,000 | 11,400,000 | 3,500,000 | ||
Depreciation expense | 100,500,000 | 110,700,000 | 110,700,000 | ||
Short-term investments | 26,603,000 | 81,021,000 | |||
Goodwill [Line Items] | |||||
Goodwill impairment | 0 | 0 | $ 0 | ||
Goodwill | 211,040,000 | $ 211,040,000 | |||
Blackhawk | |||||
Goodwill [Line Items] | |||||
Bonus and medical claim expenses | 4,500,000 | ||||
Goodwill | 192,400,000 | $ 192,400,000 | |||
U.S. Services | |||||
Goodwill [Line Items] | |||||
Goodwill | 16,200,000 | ||||
Tubular Sales | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 2,400,000 | ||||
Minimum | |||||
Goodwill [Line Items] | |||||
Payment term | 30 days | ||||
Maximum | |||||
Goodwill [Line Items] | |||||
Payment term | 120 days | ||||
Scenario, Forecast | Accounting Standards Update 2016-02 | Minimum | |||||
Goodwill [Line Items] | |||||
Operating lease, right-of-use asset | $ 30,000,000 | ||||
Operating lease, liability | 30,000,000 | ||||
Scenario, Forecast | Accounting Standards Update 2016-02 | Maximum | |||||
Goodwill [Line Items] | |||||
Operating lease, right-of-use asset | 40,000,000 | ||||
Operating lease, liability | $ 40,000,000 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 69,506 | $ 61,509 |
Accumulated Amortization | (38,437) | (27,614) |
Total | 31,069 | 33,895 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 39,050 | 39,050 |
Accumulated Amortization | (23,688) | (17,577) |
Total | 15,362 | 21,473 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,407 | 11,407 |
Accumulated Amortization | (9,203) | (6,494) |
Total | 2,204 | 4,913 |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 17,889 | 9,892 |
Accumulated Amortization | (4,386) | (2,463) |
Total | 13,503 | 7,429 |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,160 | 1,160 |
Accumulated Amortization | (1,160) | (1,080) |
Total | $ 0 | $ 80 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Schedule of Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
2,019 | $ 11,020 | |
2,020 | 7,737 | |
2,021 | 6,320 | |
2,022 | 935 | |
2,023 | 923 | |
Thereafter | 4,134 | |
Total | $ 31,069 | $ 33,895 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Schedule of Effect of New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Inventories, net | $ 69,382 | $ 72,860 | $ 76,420 |
Deferred revenue | 116 | 473 | 4,703 |
Retained earnings | $ 16,860 | 107,593 | 106,923 |
Calculated under Revenue Guidance in Effect before Topic 606 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Inventories, net | 76,420 | ||
Deferred revenue | 4,703 | ||
Retained earnings | $ 106,923 | ||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Inventories, net | (3,560) | ||
Deferred revenue | (4,230) | ||
Retained earnings | $ 670 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Noncontrolling Interest [Line Items] | |||||||||||
Net loss | $ (15,898) | $ (6,999) | $ (25,763) | $ (42,073) | $ (109,140) | $ 2,296 | $ (25,950) | $ (26,663) | $ (90,733) | $ (159,457) | $ (156,079) |
Loss before income taxes | (93,683) | (86,539) | (181,722) | ||||||||
Net loss attributable to noncontrolling interest | $ 0 | $ 0 | (20,741) | ||||||||
Frank's International C.V. | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Add: Net loss after Mosing Holdings contributed interest to FINV | 84,541 | ||||||||||
Add: Benefit for U.S. income taxes of FINV | (10,414) | ||||||||||
Less: Loss of FINV | 23 | ||||||||||
Loss before income taxes | (81,929) | ||||||||||
Net loss attributable to noncontrolling interest | $ (20,741) | ||||||||||
FICV | Frank's International C.V. | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Noncontrolling interest percentage | 25.20% |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Dec. 18, 2018 | Nov. 01, 2016 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2016 |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 211,040 | $ 211,040 | $ 211,040 | ||||||||
Proceeds from sale of assets and equipment | 7,089 | $ 14,030 | $ 3,858 | ||||||||
Proceeds from sale of aircraft | $ 4,900 | $ 1,300 | |||||||||
Gain on sale of asset | 300 | 600 | $ 1,300 | ||||||||
Proceeds from sale of building | 2,400 | 2,700 | |||||||||
Affiliated Entity | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Proceeds from sale of aircraft | 700 | ||||||||||
Flight Equipment | Affiliated Entity | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Gain on sale of asset | $ 700 | ||||||||||
Blackhawk | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 192,400 | 192,400 | |||||||||
International Services | Buildings and improvements | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Proceeds from sale of assets and equipment | $ 2,600 | $ 800 | |||||||||
Assets Held-for-sale, Not Part of Disposal Group, Other | 300 | ||||||||||
Assets held-for-sale, net book value | $ 5,000 | $ 4,100 | 4,200 | ||||||||
Blackhawk | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash payments to acquire business | $ 150,400 | ||||||||||
Share consideration to acquire business (in shares) | 12.8 | ||||||||||
Total consideration transferred | $ 294,600 | ||||||||||
Closing share price (USD per share) | $ 11.25 | ||||||||||
Revenues | 10,000 | ||||||||||
Operating losses | $ (7,400) | ||||||||||
Real Property Acquisition From Mosing Companies | Affiliated Entity | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase from related party | $ 37,000 | ||||||||||
Real Property Acquisition From Mosing Companies | Buildings and improvements | Affiliated Entity | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase from related party | $ 18,500 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Trade accounts receivable, net of allowance of $3,925 and $4,777, respectively | $ 114,630 | $ 83,482 |
Unbilled receivables | 54,591 | 25,670 |
Taxes receivable | 15,762 | 11,305 |
Affiliated | 549 | 716 |
Other receivables | 3,882 | 6,037 |
Total accounts receivable, net | 189,414 | 127,210 |
Trade accounts receivable allowance | $ 3,925 | $ 4,777 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | |||
Pipe and connectors, net of allowance of $21,270 and $20,064, respectively | $ 18,026 | $ 33,620 | |
Finished goods, net of allowance of $1,354 and $1,520, respectively | 22,608 | 14,541 | |
Work in progress | 8,285 | 9,206 | |
Raw materials, components and supplies | 20,463 | 19,053 | |
Total inventories, net | 69,382 | $ 72,860 | 76,420 |
Pipe and connectors | |||
Inventory [Line Items] | |||
Allowance | 21,270 | 20,064 | |
Finished Goods | |||
Inventory [Line Items] | |||
Allowance | $ 1,354 | $ 1,520 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 18, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 1,250,194 | $ 1,231,579 | ||
Less: Accumulated depreciation | (833,704) | (761,933) | ||
Total property, plant and equipment, net | 416,490 | 469,646 | $ 567,024 | |
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 32,945 | 15,314 | ||
Land improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 8,316 | 14,594 | ||
Land improvements | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 8 years | |||
Land improvements | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 15 years | |||
Buildings and improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 125,088 | 119,380 | ||
Buildings and improvements | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 13 years | |||
Buildings and improvements | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 39 years | |||
Rental machinery and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 7 years | |||
Property, plant and equipment, gross | $ 887,064 | 898,146 | ||
Machinery and equipment - other | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 7 years | |||
Property, plant and equipment, gross | $ 61,796 | 55,049 | ||
Furniture, fixtures and computers | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 5 years | |||
Property, plant and equipment, gross | $ 24,745 | 27,259 | ||
Automobiles and other vehicles | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 5 years | |||
Property, plant and equipment, gross | $ 29,696 | 29,971 | ||
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 15,392 | 10,030 | ||
Leasehold improvements | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 7 years | |||
Leasehold improvements | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 15 years | |||
Construction in progress - machinery and equipment and buildings | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 65,152 | $ 61,836 | ||
Affiliated Entity | Real Property Acquisition From Mosing Companies | ||||
Property, Plant and Equipment [Line Items] | ||||
Acquisition of land and buildings from related party | $ 37,000 | |||
Affiliated Entity | Real Property Acquisition From Mosing Companies | Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Acquisition of land and buildings from related party | 18,500 | |||
Affiliated Entity | Real Property Acquisition From Mosing Companies | Buildings and improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Acquisition of land and buildings from related party | $ 18,500 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Impairment | $ 0 | $ 0 | $ 0 | ||
International Services | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets held-for-sale, recognized loss | $ 300,000 | ||||
International Services | Buildings and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets held-for-sale, net book value | $ 4,100,000 | $ 4,200,000 | $ 5,000,000 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 111,292 | $ 122,102 | $ 114,215 |
Services | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 93,280 | 102,212 | 101,260 |
Products | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 4,354 | 4,971 | 4,254 |
General and administrative expenses | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 13,658 | $ 14,919 | $ 8,701 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Cash surrender value of life insurance policies | $ 23,784 | $ 30,351 |
Deposits | 2,269 | 2,564 |
Other | 2,566 | 2,378 |
Total other assets | $ 28,619 | $ 35,293 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 31,960 | $ 33,912 |
Accrued compensation | 30,822 | 25,510 |
Accrued property and other taxes | 16,301 | 16,908 |
Accrued severance and other charges | 2,328 | 1,444 |
Income taxes | 12,075 | 8,091 |
Accrued purchase orders and other | 30,495 | 23,020 |
Total accounts payable and accrued liabilities | $ 123,981 | $ 108,885 |
Debt - Credit Facilities (Detai
Debt - Credit Facilities (Details) | Nov. 05, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Revolving Credit Facility | New ABL Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Covenant, consolidated EBITDA, minimum | 1 | ||
Covenant, minimum fixed charges amount | $ 12,500,000 | ||
Covenant, minimum fixed charges percentage | 15.00% | ||
Revolving Credit Facility | Lines of credit | Revolving Credit Facility Maturing August 2018 | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Letters of credit, amount outstanding | $ 2,800,000 | ||
Revolving Credit Facility | Lines of credit | New ABL Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Letters of credit, amount outstanding | 4,900,000 | ||
Revolving Credit Facility | Secured Debt | New ABL Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Expiration period | 5 years | ||
Maximum additional borrowing capacity | $ 200,000,000 | ||
Federal funds effective rate | 0.00% | ||
Basis spread on variable rate | 0.50% | ||
Outstanding indebtedness | 0 | ||
Available borrowing capacity | 69,700,000 | ||
Revolving Credit Facility | Secured Debt | New ABL Credit Facility | Minimum | |||
Line of Credit Facility [Line Items] | |||
Unused capacity, commitment fee | 0.25% | ||
Revolving Credit Facility | Secured Debt | New ABL Credit Facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Unused capacity, commitment fee | 0.375% | ||
Revolving Credit Facility | Secured Debt | New ABL Credit Facility | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Revolving Credit Facility | Secured Debt | New ABL Credit Facility | Alternate Base Rate | Minimum | |||
Line of Credit Facility [Line Items] | |||
Additional spread on variable rate | 1.00% | ||
Revolving Credit Facility | Secured Debt | New ABL Credit Facility | Alternate Base Rate | Maximum | |||
Line of Credit Facility [Line Items] | |||
Additional spread on variable rate | 1.50% | ||
Revolving Credit Facility | Secured Debt | New ABL Credit Facility | Eurodollar | Minimum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.00% | ||
Revolving Credit Facility | Secured Debt | New ABL Credit Facility | Eurodollar | Maximum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.50% | ||
Letter of Credit | Lines of credit | Revolving Credit Facility Maturing August 2018 | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 20,000,000 | ||
Letter of Credit | Secured Debt | New ABL Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 15,000,000 | ||
Swingline loans | Lines of credit | Revolving Credit Facility Maturing August 2018 | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 |
Debt - Insurance Notes Payable
Debt - Insurance Notes Payable (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)note | Dec. 31, 2018USD ($) | |
Short-term Debt [Line Items] | ||
Total outstanding | $ 4,721,000 | $ 5,627,000 |
Insurance Notes Payable | Insurance Notes Payable Due October 2019 | ||
Short-term Debt [Line Items] | ||
Debt instrument, face amount | $ 6,800,000 | |
Debt instrument, interest rate | 3.90% | |
Total outstanding | $ 5,600,000 | |
Insurance Notes Payable | Insurance Notes Payable Due October 2018 | ||
Short-term Debt [Line Items] | ||
Number of notes financed | note | 3 | |
Debt instrument, face amount | $ 5,100,000 | |
Debt instrument, interest rate | 2.90% | |
Total outstanding | $ 4,700,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash surrender value of life insurance policies - deferred compensation plan | $ 23,784 | $ 30,351 |
Marketable securities - other | 37 | 113 |
Derivative financial instruments | 101 | 487 |
Deferred compensation plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan | 23,663 | 26,797 |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash surrender value of life insurance policies - deferred compensation plan | 0 | 0 |
Marketable securities - other | 37 | 113 |
Derivative financial instruments | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Deferred compensation plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash surrender value of life insurance policies - deferred compensation plan | 23,784 | 30,351 |
Marketable securities - other | 0 | 0 |
Derivative financial instruments | 101 | 487 |
Significant Other Observable Inputs (Level 2) | Deferred compensation plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan | 23,663 | 26,797 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash surrender value of life insurance policies - deferred compensation plan | 0 | 0 |
Marketable securities - other | 0 | 0 |
Derivative financial instruments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Deferred compensation plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan | $ 0 | $ 0 |
Derivatives - Foreign Currency
Derivatives - Foreign Currency Derivative Contracts (Details) - Not Designated as Hedging Instrument - Foreign currency contracts $ in Thousands | Dec. 31, 2018USD ($)$ / $$ / £$ / €$ / kr | Dec. 31, 2017USD ($)$ / $$ / £$ / €$ / kr |
Canadian dollar | ||
Derivative [Line Items] | ||
Notional amount | $ 2,248 | $ 6,226 |
Contractual exchange rate | $ / $ | 1.3343 | 1.2850 |
Euro | ||
Derivative [Line Items] | ||
Notional amount | $ 6,967 | $ 5,326 |
Contractual exchange rate | $ / € | 1.1421 | 1.1836 |
Norwegian krone | ||
Derivative [Line Items] | ||
Notional amount | $ 7,713 | $ 6,212 |
Contractual exchange rate | $ / kr | 8.5566 | 8.3704 |
Pound sterling | ||
Derivative [Line Items] | ||
Notional amount | $ 16,452 | $ 6,039 |
Contractual exchange rate | $ / £ | 1.2655 | 1.3419 |
Derivatives - Fair Value by Bal
Derivatives - Fair Value by Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative [Line Items] | ||
Derivative liability | $ (101) | $ (487) |
Foreign currency contracts | Not Designated as Hedging Instrument | Accounts payable and accrued liabilities | ||
Derivative [Line Items] | ||
Derivative liability | $ (101) | $ (487) |
Derivatives - Impact of Derivat
Derivatives - Impact of Derivative Instruments on Income Statement (Details) - Foreign currency contracts - Other income, net - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative [Line Items] | |||
Unrealized gain (loss) on foreign currency contracts | $ 386 | $ (634) | $ (64) |
Realized gain (loss) on foreign currency contracts | 1,661 | (1,699) | (296) |
Total net gain (loss) on foreign currency contracts | $ 2,047 | $ (2,333) | $ (360) |
Derivatives - Gross and Net Fai
Derivatives - Gross and Net Fair Value of Derivatives (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative Asset Positions | ||
Gross position - asset / (liability) | $ 113 | $ 0 |
Netting adjustment | (113) | 0 |
Net position - asset / (liability) | 0 | 0 |
Derivative Liability Positions | ||
Gross position - asset / (liability) | (214) | (487) |
Netting adjustment | 113 | 0 |
Net position - asset / (liability) | $ (101) | $ (487) |
Preferred Stock (Details)
Preferred Stock (Details) $ in Millions | Sep. 23, 2016USD ($) | Aug. 26, 2016€ / sharesshares | Aug. 19, 2016shares |
Class of Stock [Line Items] | |||
Common shares issued on conversion of Series A preferred stock (in shares) | 52,976,000 | 52,976,000 | |
Par value per share (EUR per share) | € / shares | € 0.01 | ||
Preferred stock dividend rate (percent) | 0.25% | ||
Increase in number of common shares of authorized capital (in shares) | 52,976,000 | ||
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, number of shares exchanged | 52,976,000 | ||
Number of votes per preferred share | 1 | ||
Preferred stock, outstanding (in shares) | 0 | ||
Preferred stock, issued (in shares) | 0 | ||
Cash payment | $ | $ 0.6 | ||
Limited Partnership Units | |||
Class of Stock [Line Items] | |||
Units of partnership interest, number of shares exchanged | 52,976,000 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | Dec. 18, 2018USD ($) | Aug. 26, 2016 | Aug. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | ||||||||||
Rent expense | $ 16.8 | $ 18.7 | $ 19.1 | |||||||
Proceeds from sale of aircraft | $ 4.9 | $ 1.3 | ||||||||
Estimated termination payment | $ 44.6 | |||||||||
Tax receivable agreement liability, discount rate (percent) | 5.87% | |||||||||
Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Rent expense | $ 6.5 | 6.9 | 8 | |||||||
Proceeds from sale of aircraft | $ 0.7 | |||||||||
Affiliated Entity | Western Airways, Inc. | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Net charter expense | $ 1.1 | $ 1.3 | ||||||||
Commissions paid | $ 0.2 | |||||||||
Affiliated Entity | Mosing Aviation, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from sale of aircraft | $ 0.7 | |||||||||
Affiliated Entity | Mosing Holdings | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Conversion ratio, preferred stock to common stock (percent) | 1 | |||||||||
Tax benefits realized payable (percent) | 85.00% | |||||||||
Percentage retained under tax receivable agreement (percent) | 15.00% | |||||||||
Cumulative loss period | 36 months | |||||||||
Tax receivable agreement, liability | $ 0.2 | |||||||||
Real Property Acquisition From Mosing Companies | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchase from related party | $ 37 | |||||||||
Term for certain rights and obligations within agreement | 10 years | |||||||||
Real Property Acquisition From Mosing Companies | Affiliated Entity | Buildings and improvements | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchase from related party | $ 18.5 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator | |||||||||||
Net loss | $ (15,898) | $ (6,999) | $ (25,763) | $ (42,073) | $ (109,140) | $ 2,296 | $ (25,950) | $ (26,663) | $ (90,733) | $ (159,457) | $ (156,079) |
Less: Net loss attributable to noncontrolling interest | 0 | 0 | 20,741 | ||||||||
Less: Preferred stock dividends | 0 | 0 | (1) | ||||||||
Net loss attributable to Frank’s International N.V. common shareholders | $ (90,733) | $ (159,457) | $ (135,339) | ||||||||
Denominator | |||||||||||
Basic and diluted weighted average common shares (in shares) | 223,999 | 222,940 | 176,584 | ||||||||
Loss per common share: | |||||||||||
Basic and diluted (USD per share) | $ (0.07) | $ (0.03) | $ (0.12) | $ (0.19) | $ (0.49) | $ 0.01 | $ (0.12) | $ (0.12) | $ (0.41) | $ (0.72) | $ (0.77) |
Antidilutive securities excluded from computation of EPS (USD per share) | 922 | 648 | 35,556 |
Stock-Based Compensation - 2013
Stock-Based Compensation - 2013 Long-Term Incentive Plan (Details) - LTIP - Common Stock | 12 Months Ended |
Dec. 31, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award requisite service period | 10 years |
Common stock, reserved for future issuance (in shares) | 20,000,000 |
Common stock, shares available for future issuance (in shares) | 12,714,143 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of awards vested | $ 6.7 | $ 9.9 | $ 22.6 |
Unamortized stock compensation expense | $ 8.6 | ||
Compensation cost not yet recognized, period for recognition | 1 year 8 months 9 days | ||
General and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 8.9 | 12.8 | 15.6 |
LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value | $ 9.5 | $ 12.1 | $ 11.6 |
LTIP | Primary Vesting Category | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
LTIP | Primary Vesting Category | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Non-vested Share Based RSU's and PRUS's (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock Units (RSUs) | |||
Number of Shares | |||
Beginning balance (in shares) | 1,865,300 | ||
Granted (in shares) | 1,507,609 | ||
Vested (in shares) | (1,017,843) | ||
Forfeited (in shares) | (166,101) | ||
Ending balance (in shares) | 2,188,965 | 1,865,300 | |
Weighted Average Grant Date Fair Value | |||
Beginning balance (USD per share) | $ 10.55 | ||
Granted (USD per share) | 6.28 | ||
Vested (USD per share) | 10.89 | ||
Forfeited (USD per share) | 7.73 | ||
Ending balance (USD per share) | $ 7.66 | $ 10.55 | |
PRSUs | |||
Number of Shares | |||
Beginning balance (in shares) | 384,245 | ||
Granted (in shares) | 275,550 | 293,083 | 199,168 |
Forfeited (in shares) | (65,808) | ||
Ending balance (in shares) | 593,987 | 384,245 | |
Weighted Average Grant Date Fair Value | |||
Beginning balance (USD per share) | $ 9.01 | ||
Granted (USD per share) | 7.26 | ||
Forfeited (USD per share) | 10.20 | ||
Ending balance (USD per share) | $ 8.06 | $ 9.01 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Restricted Stock Units (Details) - PRSUs | 12 Months Ended | ||
Dec. 31, 2018USD ($)award_vesting_periodshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting, period of average award price | 30 days | ||
Award vesting, period of average award price, first period | 30 days | ||
Award vesting, period of average award price, last period | 30 days | ||
Weighted volatility rate | 50.00% | ||
Fair value of performance units granted | $ 2,000,000 | $ 2,600,000 | $ 2,800,000 |
Granted (in shares) | shares | 275,550 | 293,083 | 199,168 |
Number of award vesting periods | award_vesting_period | 3 | ||
Award vesting period | 1 year | 3 years | 3 years |
Stock-based compensation expense | $ 1,200,000 | $ 600,000 | $ 800,000 |
Fair value of awards vested | 0 | $ 200,000 | $ 0 |
Unamortized stock compensation expense | $ 2,000,000 | ||
Compensation cost not yet recognized, period for recognition | 1 year 10 months 24 days | ||
25th Percentile (Threshold Level) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting percentage | 50.00% | ||
50th Percentile (Target Level) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting percentage | 100.00% | ||
75th Percentile (Maximum Level) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting percentage | 150.00% | ||
90th Percentile (the maximum level for the 2018 grant) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting percentage | 200.00% |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions (Details) - PRSUs | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 2 years 10 months 10 days | 2 years 11 months 1 day | 2 years 10 months 10 days |
Expected volatility | 39.00% | 42.10% | 42.70% |
Risk-free interest rate | 2.35% | 1.51% | 0.88% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Correlation range | 11.00% | 26.80% | 24.40% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Correlation range | 85.70% | 76.00% | 71.00% |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common shares issued for ESPP (in shares) | 133,367 | 99,225 | 232,592 | 155,673 | |
ESPP expense | $ 0.5 | $ 0.4 | $ 0.3 | ||
Employee Stock Purchase Plan | Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair market value at grant purchase price | 85.00% | ||||
Fair market value at grant exercise price | 85.00% | ||||
Common stock, reserved for future issuance (in shares) | 3,000,000 | ||||
Common stock, shares available for future issuance (in shares) | 2,500,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2004 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred compensation expense | $ 1,000,000 | $ 0 | $ 1,700,000 | |
Deferred compensation liability | $ 23,700,000 | 26,800,000 | ||
Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Requisite service period | 5 years | |||
401(k) Savings and Investment Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Requisite service period | 1 month | |||
Maximum annual contributions per employee | 100.00% | |||
Employer discretionary contribution | 50.00% | |||
Cost recognized | $ 4,500,000 | $ 3,700,000 | $ 3,800,000 | |
401(k) Savings and Investment Plan | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employer matching contribution | 4.00% | |||
401(k) Savings and Investment Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employer matching contribution | 3.00% | |||
Employer matching contribution | 6.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) and Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income (Loss) from Continuing Operations Before Income Tax | |||
United States | $ (85,342) | $ (167,908) | $ (128,396) |
Foreign | (8,341) | 81,369 | (53,326) |
Loss before income tax expense (benefit) | (93,683) | (86,539) | (181,722) |
Current | |||
U.S. federal | 0 | 0 | (13,389) |
U.S. state and local | 7 | (15) | 379 |
Foreign | 11,677 | 10,516 | 14,903 |
Total current | 11,684 | 10,501 | 1,893 |
Deferred | |||
U.S. federal | 0 | 56,621 | (25,838) |
U.S. state and local | 0 | 2,420 | (1,512) |
Foreign | (14,634) | 3,376 | (186) |
Total deferred | (14,634) | 62,417 | (27,536) |
Total income tax expense (benefit) | (2,950) | 72,918 | $ (25,643) |
Valuation allowance | 84,972 | 60,524 | |
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 326,700 | ||
Unrecognized tax benefits | 300 | $ 200 | |
Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforwards | $ 609 |
Income Taxes - Foreign Taxes In
Income Taxes - Foreign Taxes Incurred (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Foreign Taxes Incurred By Regions [Line Items] | |||
Total foreign income tax expense (benefit) | $ (2,957) | $ 13,893 | $ 14,717 |
Latin America | |||
Foreign Taxes Incurred By Regions [Line Items] | |||
Total foreign income tax expense (benefit) | 1,261 | 5,469 | 1,159 |
West Africa | |||
Foreign Taxes Incurred By Regions [Line Items] | |||
Total foreign income tax expense (benefit) | 2,692 | 3,243 | 3,687 |
Middle East | |||
Foreign Taxes Incurred By Regions [Line Items] | |||
Total foreign income tax expense (benefit) | 2,249 | 1,633 | 1,880 |
Europe | |||
Foreign Taxes Incurred By Regions [Line Items] | |||
Total foreign income tax expense (benefit) | 461 | 1,348 | 5,132 |
Asia Pacific | |||
Foreign Taxes Incurred By Regions [Line Items] | |||
Total foreign income tax expense (benefit) | 922 | 1,388 | 1,364 |
Other | |||
Foreign Taxes Incurred By Regions [Line Items] | |||
Total foreign income tax expense (benefit) | $ (10,542) | $ 812 | $ 1,495 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at statutory rate | $ (19,673) | $ (30,289) | $ (63,603) |
Branch profits tax | (4,267) | (4,871) | (3,805) |
State taxes, net of federal benefit | (27) | 2,405 | (674) |
Restricted stock units tax shortfall | 1,025 | 1,651 | 2,758 |
Taxes on foreign earnings at less than the U.S. statutory rate | 13,095 | (22,464) | 30,737 |
Effect of tax rate change | (2,929) | 23,843 | 0 |
Effect of moving activity to higher tax rate jurisdiction | (14,620) | 0 | 0 |
Management fee charged to international operations | 1,515 | 1,213 | 0 |
Tax effect of TRA derecognition | 0 | 46,874 | 0 |
Establishment of valuation allowances | 22,892 | 51,911 | 2,644 |
Return-to-provision adjustments | (521) | 3,551 | (1,130) |
Noncontrolling interest | 0 | 0 | 7,367 |
Other | 560 | (906) | 63 |
Total income tax expense (benefit) | $ (2,950) | $ 72,918 | $ (25,643) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Foreign net operating loss | $ 13,290 | $ 13,023 |
U.S. net operating loss | 76,349 | 52,289 |
Research and development credit | 609 | 297 |
TRA | 0 | 566 |
Intangibles | 5,933 | 5,935 |
Inventory | 2,350 | 1,488 |
Property and equipment | 14,621 | 0 |
Investment in partnership | 23,931 | 20,248 |
Other | 773 | 419 |
Valuation allowance | (84,972) | (60,524) |
Total deferred tax assets | 52,884 | 33,741 |
Deferred tax liabilities | ||
Investment in partnership | (27,352) | (23,594) |
Property and equipment | (3,652) | (4,293) |
Goodwill | (7,259) | (5,854) |
Other | (221) | (229) |
Total deferred liabilities | (38,484) | (33,970) |
Net deferred tax assets | $ 14,400 | |
Net deferred tax assets (liabilities) | $ (229) |
Income Taxes - Operating Loss C
Income Taxes - Operating Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 326,700 |
U.S. NOLs | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 272,696 |
U.S. NOLs | 2019 - 2023 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 0 |
U.S. NOLs | 2024 - 2028 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 0 |
U.S. NOLs | 2028 - 2038 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 194,381 |
U.S. NOLs | Does not expire | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 78,315 |
Foreign NOLs | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 53,983 |
Foreign NOLs | 2019 - 2023 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 9,022 |
Foreign NOLs | 2024 - 2028 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 1,901 |
Foreign NOLs | 2028 - 2038 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 208 |
Foreign NOLs | Does not expire | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 42,852 |
R&D Credits | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforwards | 609 |
R&D Credits | 2019 - 2023 | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforwards | 0 |
R&D Credits | 2024 - 2028 | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforwards | 0 |
R&D Credits | 2028 - 2038 | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforwards | 609 |
R&D Credits | Does not expire | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforwards | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Year Ending December 31, | |||
2,019 | $ 10,544 | ||
2,020 | 9,120 | ||
2,021 | 7,370 | ||
2,022 | 6,006 | ||
2,023 | 4,251 | ||
Thereafter | 13,103 | ||
Total future lease commitments | 50,394 | ||
Rent expense | 16,800 | $ 18,700 | $ 19,100 |
Inventories | |||
Long-term Purchase Commitment [Line Items] | |||
Purchase commitment inventory | $ 42,200 |
Severance and Other Charges (_3
Severance and Other Charges (Credits), net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | ||||
Severance and other costs | $ 4,552 | $ 2,697 | $ 16,525 | |
Fixed asset retirements and abandonments | 0 | 6,454 | 29,881 | |
Inventory impairment | $ 51,200 | 0 | 51,181 | 0 |
Accounts receivable write-off (recovery) | $ 15,000 | (4,862) | 15,022 | 0 |
Severance and other charges (credits), net | $ (310) | $ 75,354 | $ 46,406 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for interest | $ 273 | $ 296 | $ 447 |
Cash paid (received) for income taxes, net of refunds | 1,848 | (20,732) | 8,754 |
Non-cash transactions: | |||
Change in accruals related to purchases of property, plant and equipment and intangibles | 5,910 | 5,761 | 1,658 |
Insurance premium financed by note payable | 6,798 | 5,125 | 0 |
Net transfers from inventory to property, plant and equipment | 4,529 | 4,689 | 0 |
Value of shares issued for Blackhawk Group acquisition | 0 | 0 | 144,047 |
Conversion of Preferred Stock | 0 | 0 | 55,941 |
TRA liability | 0 | 0 | 124,531 |
Deferred tax impact of TRA | $ 0 | $ 0 | $ 68,590 |
Segment Information - Narrative
Segment Information - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)segmentft | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Number of reportable segments | segment | 4 | ||
Revenues | $ | $ 522,493 | $ 454,795 | $ 487,531 |
Revenue | Customer Concentration Risk | One Customer | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Concentration risk | 10.00% | 13.00% | |
Maximum | Tubular Sales | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Length of tubulars used as caissons or pilings (in feet) | ft | 300 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 145,853 | $ 128,986 | $ 132,085 | $ 115,569 | $ 118,322 | $ 108,083 | $ 117,659 | $ 110,731 | $ 522,493 | $ 454,795 | $ 487,531 |
International Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 222,992 | 206,746 | 237,207 | ||||||||
U.S. Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 148,941 | 118,815 | 152,827 | ||||||||
Tubular Sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 61,415 | 58,210 | 87,515 | ||||||||
Blackhawk | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 89,145 | 71,024 | 9,982 | ||||||||
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 280,595 | 244,684 | 247,864 | ||||||||
United States | International Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
United States | U.S. Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 148,941 | 118,815 | 152,827 | ||||||||
United States | Tubular Sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 59,338 | 55,862 | 85,055 | ||||||||
United States | Blackhawk | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 72,316 | 70,007 | 9,982 | ||||||||
International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 241,898 | 210,111 | 239,667 | ||||||||
International | International Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 222,992 | 206,746 | 237,207 | ||||||||
International | U.S. Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
International | Tubular Sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 2,077 | 2,348 | 2,460 | ||||||||
International | Blackhawk | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 16,829 | 1,017 | 0 | ||||||||
Europe/Middle East/Africa | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 135,786 | 138,304 | 160,651 | ||||||||
Latin America | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 46,553 | 33,131 | 35,390 | ||||||||
Asia Pacific | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 27,509 | 20,573 | 30,325 | ||||||||
Other countries | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 32,050 | $ 18,103 | $ 13,301 |
Segment Information - EBITDA Re
Segment Information - EBITDA Reconciliation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Adjusted EBITDA | $ 33,232,000 | $ 5,715,000 | $ 25,031,000 | ||||||||
Interest income, net | 4,243,000 | 2,309,000 | 2,073,000 | ||||||||
Income tax (expense) benefit | 2,950,000 | (72,918,000) | 25,643,000 | ||||||||
Depreciation and amortization | (111,292,000) | (122,102,000) | (114,215,000) | ||||||||
Gain (loss) on disposal of assets | 1,309,000 | 2,045,000 | (1,117,000) | ||||||||
Foreign currency gain (loss) | (5,675,000) | 2,075,000 | (10,819,000) | ||||||||
Tax receivable agreement (“TRA”) related adjustments | (1,359,000) | 122,515,000 | 0 | ||||||||
Charges and credits | (14,141,000) | (99,096,000) | (82,675,000) | ||||||||
Net loss | $ (15,898,000) | $ (6,999,000) | $ (25,763,000) | $ (42,073,000) | $ (109,140,000) | $ 2,296,000 | $ (25,950,000) | $ (26,663,000) | (90,733,000) | (159,457,000) | (156,079,000) |
Equity-based compensation expense | 10,621,000 | 13,862,000 | 15,978,000 | ||||||||
Mergers and acquisition expense | 58,000 | 459,000 | 13,784,000 | ||||||||
Severance and other charges | (310,000) | 75,354,000 | 46,406,000 | ||||||||
Unrealized and realized gains (losses) | (1,682,000) | 2,791,000 | 110,000 | ||||||||
Investigation-related matters | 5,454,000 | 6,143,000 | 6,397,000 | ||||||||
Other adjustments | 0 | 487,000 | 0 | ||||||||
International Services | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Adjusted EBITDA | 35,498,000 | 30,801,000 | 33,264,000 | ||||||||
U.S. Services | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Adjusted EBITDA | (18,115,000) | (39,357,000) | (11,012,000) | ||||||||
Tubular Sales | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Adjusted EBITDA | 3,153,000 | 3,181,000 | 1,741,000 | ||||||||
Blackhawk | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Adjusted EBITDA | $ 12,696,000 | $ 11,090,000 | $ 1,038,000 |
Segment Information - Revenue f
Segment Information - Revenue from External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from External Customer [Line Items] | |||||||||||
Revenues | $ 522,493 | $ 454,795 | $ 487,531 | ||||||||
Operating income (loss) | $ (20,601) | $ (13,591) | $ (23,782) | $ (34,907) | $ (109,086) | $ (35,080) | $ (33,966) | $ (36,610) | (92,881) | (214,742) | (163,362) |
Adjusted EBITDA | 33,232 | 5,715 | 25,031 | ||||||||
Depreciation and amortization | 111,292 | 122,102 | 114,215 | ||||||||
Property, plant and equipment | 416,490 | 469,646 | 416,490 | 469,646 | 567,024 | ||||||
Purchases of property, plant and equipment and intangibles | 56,471 | ||||||||||
Purchases of property, plant and equipment and intangibles | 19,734 | 21,990 | 42,127 | ||||||||
International Services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Adjusted EBITDA | 35,498 | 30,801 | 33,264 | ||||||||
U.S. Services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Adjusted EBITDA | (18,115) | (39,357) | (11,012) | ||||||||
Tubular Sales | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Adjusted EBITDA | 3,153 | 3,181 | 1,741 | ||||||||
Blackhawk | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Adjusted EBITDA | 12,696 | 11,090 | 1,038 | ||||||||
Operating segments | International Services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 222,992 | 206,746 | 237,207 | ||||||||
Operating income (loss) | (15,328) | (44,199) | (41,668) | ||||||||
Adjusted EBITDA | 35,498 | 30,801 | 33,264 | ||||||||
Depreciation and amortization | 54,450 | 54,873 | 59,435 | ||||||||
Property, plant and equipment | 143,424 | 197,305 | 143,424 | 197,305 | 247,913 | ||||||
Purchases of property, plant and equipment and intangibles | 1,864 | ||||||||||
Purchases of property, plant and equipment and intangibles | 7,042 | 23,461 | |||||||||
Operating segments | U.S. Services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 148,941 | 118,815 | 152,827 | ||||||||
Operating income (loss) | (71,824) | (101,602) | (116,603) | ||||||||
Adjusted EBITDA | (18,115) | (39,357) | (11,012) | ||||||||
Depreciation and amortization | 37,100 | 38,151 | 47,438 | ||||||||
Property, plant and equipment | 168,372 | 173,501 | 168,372 | 173,501 | 201,772 | ||||||
Purchases of property, plant and equipment and intangibles | 35,206 | ||||||||||
Purchases of property, plant and equipment and intangibles | 9,618 | 18,112 | |||||||||
Operating segments | Tubular Sales | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 61,415 | 58,210 | 87,515 | ||||||||
Operating income (loss) | 442 | (51,397) | (2,884) | ||||||||
Adjusted EBITDA | 3,153 | 3,181 | 1,741 | ||||||||
Depreciation and amortization | 2,481 | 3,697 | 4,087 | ||||||||
Property, plant and equipment | 75,259 | 66,153 | 75,259 | 66,153 | 73,316 | ||||||
Purchases of property, plant and equipment and intangibles | 12,668 | ||||||||||
Purchases of property, plant and equipment and intangibles | 268 | 540 | |||||||||
Operating segments | Blackhawk | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 89,145 | 71,024 | 9,982 | ||||||||
Operating income (loss) | (6,171) | (17,544) | (2,207) | ||||||||
Adjusted EBITDA | 12,696 | 11,090 | 1,038 | ||||||||
Depreciation and amortization | 17,261 | 25,381 | 3,255 | ||||||||
Property, plant and equipment | 29,435 | 32,687 | 29,435 | 32,687 | 44,023 | ||||||
Purchases of property, plant and equipment and intangibles | 6,733 | ||||||||||
Purchases of property, plant and equipment and intangibles | 5,062 | 14 | |||||||||
Inter-segment | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | (22,681) | (31,355) | (39,114) | ||||||||
Inter-segment | International Services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | (222) | 23 | 68 | ||||||||
Inter-segment | U.S. Services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 17,821 | 17,071 | 19,590 | ||||||||
Inter-segment | Tubular Sales | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 1,695 | 14,132 | 19,456 | ||||||||
Inter-segment | Blackhawk | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 3,387 | 129 | 0 | ||||||||
Eliminations | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Operating income (loss) | 0 | 0 | 0 | ||||||||
Adjusted EBITDA | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Property, plant and equipment | $ 0 | $ 0 | 0 | 0 | 0 | ||||||
Purchases of property, plant and equipment and intangibles | $ 0 | ||||||||||
Purchases of property, plant and equipment and intangibles | $ 0 | $ 0 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets, by Geographical Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant and equipment | $ 416,490 | $ 469,646 | $ 567,024 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant and equipment | 272,476 | 272,342 | |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant and equipment | $ 144,014 | $ 197,304 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 145,853 | $ 128,986 | $ 132,085 | $ 115,569 | $ 118,322 | $ 108,083 | $ 117,659 | $ 110,731 | $ 522,493 | $ 454,795 | $ 487,531 |
Gross profit | 24,311 | 20,204 | 21,331 | 8,896 | 7,141 | 9,411 | 11,811 | 8,827 | 74,742 | 37,190 | |
Operating loss | (20,601) | (13,591) | (23,782) | (34,907) | (109,086) | (35,080) | (33,966) | (36,610) | (92,881) | (214,742) | (163,362) |
Net income (loss) | $ (15,898) | $ (6,999) | $ (25,763) | $ (42,073) | $ (109,140) | $ 2,296 | $ (25,950) | $ (26,663) | $ (90,733) | $ (159,457) | $ (156,079) |
Income (Loss) per common share: | |||||||||||
Basic and diluted (USD per share) | $ (0.07) | $ (0.03) | $ (0.12) | $ (0.19) | $ (0.49) | $ 0.01 | $ (0.12) | $ (0.12) | $ (0.41) | $ (0.72) | $ (0.77) |
Inventory impairment | $ 51,200 | $ 0 | $ 51,181 | $ 0 | |||||||
Accounts receivable write-off (recovery) | $ 15,000 | $ (4,862) | $ 15,022 | $ 0 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Account (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 4,777 | $ 14,337 | $ 2,528 |
Additions / Charged to Expense | 348 | 346 | 10,374 |
Deductions | (1,200) | (9,725) | (761) |
Other | 0 | (181) | 2,196 |
Balance at end of period | 3,925 | 4,777 | 14,337 |
Allowance for excess and obsolete inventory | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 21,584 | 4,626 | 2,200 |
Additions / Charged to Expense | 1,800 | 19,727 | 1,762 |
Deductions | (760) | (2,769) | (1,855) |
Other | 0 | 0 | 2,519 |
Balance at end of period | 22,624 | 21,584 | 4,626 |
Allowance for deferred tax assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 60,524 | 5,442 | 2,798 |
Additions / Charged to Expense | 24,448 | 56,207 | 2,644 |
Deductions | 0 | (1,125) | 0 |
Other | 0 | 0 | 0 |
Balance at end of period | $ 84,972 | $ 60,524 | $ 5,442 |