Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 16, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | OIL STATES INTERNATIONAL, INC | ||
Entity Central Index Key | 1,121,484 | ||
Trading Symbol | OIS | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Common Stock, Shares Outstanding (in shares) | 60,062,963 | ||
Entity Public Float | $ 1,348,804,523 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Products | $ 303,802 | $ 416,174 | $ 561,018 |
Service | 366,825 | 278,270 | 538,959 |
Revenues | 670,627 | 694,444 | 1,099,977 |
Costs and expenses: | |||
Product costs | 219,466 | 288,270 | 395,137 |
Service costs | 301,289 | 238,500 | 390,561 |
Selling, general and administrative expenses | 114,816 | 124,033 | 132,664 |
Depreciation and amortization expense | 107,667 | 118,720 | 131,257 |
Other operating (income) expense, net | 1,261 | (5,796) | (4,648) |
Operating Expenses | 744,499 | 763,727 | 1,044,971 |
Operating income (loss) | (73,872) | (69,283) | 55,006 |
Interest expense | (4,674) | (5,343) | (6,427) |
Interest income | 359 | 399 | 543 |
Other income | 775 | 902 | 1,446 |
Income (loss) from continuing operations before income taxes | (77,412) | (73,325) | 50,568 |
Income tax (provision) benefit | (7,438) | 26,939 | (22,197) |
Net income (loss) from continuing operations | (84,850) | (46,386) | 28,371 |
Net income (loss) from discontinued operations, net of tax | 0 | (4) | 226 |
Net income (loss) attributable to Oil States | $ (84,850) | $ (46,390) | $ 28,597 |
Basic net income (loss) per share attributable to Oil States from: | |||
Continuing operations (in dollars per share) | $ (1.69) | $ (0.92) | $ 0.55 |
Discontinued operations (in dollars per share) | 0 | 0 | 0.01 |
Net income (loss) (in dollars per share) | (1.69) | (0.92) | 0.56 |
Diluted net income (loss) per share attributable to Oil States from: | |||
Continuing operations (in dollars per share) | (1.69) | (0.92) | 0.55 |
Discontinued operations (in dollars per share) | 0 | 0 | 0.01 |
Net income (loss) (in dollars per share) | $ (1.69) | $ (0.92) | $ 0.56 |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 50,139 | 50,174 | 50,269 |
Diluted (in shares) | 50,139 | 50,174 | 50,335 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (84,850) | $ (46,390) | $ 28,597 |
Other comprehensive income (loss): | |||
Currency translation adjustments, net of tax | 11,766 | (19,778) | (27,957) |
Unrealized gain on forward contracts, net of tax | 0 | 0 | 307 |
Other | 41 | 176 | (948) |
Comprehensive loss attributable to Oil States | $ (73,043) | $ (65,992) | $ (1) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 53,459 | $ 68,800 |
Accounts receivable, net | 216,139 | 234,513 |
Inventories, net | 168,285 | 175,490 |
Prepaid expenses and other current assets | 18,054 | 11,174 |
Total current assets | 455,937 | 489,977 |
Property, plant and equipment, net | 498,890 | 553,402 |
Goodwill, net | 268,009 | 263,369 |
Other intangible assets, net | 50,265 | 52,746 |
Other noncurrent assets | 28,410 | 24,404 |
Total assets | 1,301,511 | 1,383,898 |
Current liabilities: | ||
Current portion of long-term debt and capitalized leases | 411 | 538 |
Accounts payable | 49,089 | 34,207 |
Accrued liabilities | 45,889 | 45,333 |
Income taxes payable | 1,647 | 5,839 |
Deferred revenue | 18,234 | 21,315 |
Total current liabilities | 115,270 | 107,232 |
Long-term debt and capitalized leases | 4,870 | 45,388 |
Deferred income taxes | 24,718 | 5,036 |
Other noncurrent liabilities | 23,940 | 21,935 |
Total liabilities | 168,798 | 179,591 |
Stockholders' equity: | ||
Common stock, $.01 par value, 200,000,000 shares authorized, 62,721,698 shares and 62,295,870 shares issued, respectively | 627 | 623 |
Additional paid-in capital | 754,607 | 731,562 |
Retained earnings | 1,048,623 | 1,133,473 |
Accumulated other comprehensive loss | (58,493) | (70,300) |
Treasury stock, at cost, 11,632,276 and 10,921,509 shares, respectively | (612,651) | (591,051) |
Total stockholders' equity | 1,132,713 | 1,204,307 |
Total liabilities and stockholders' equity | $ 1,301,511 | $ 1,383,898 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 62,721,698 | 62,295,870 |
Treasury stock, shares (in shares) | 11,632,276 | 10,921,509 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] |
Beginning balance at Dec. 31, 2014 | $ 1,340,657 | $ 610 | $ 685,232 | $ 1,151,266 | $ (22,100) | $ (474,351) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 28,597 | 28,597 | ||||
Currency translation adjustment (excluding intercompany advances) | (24,191) | (24,191) | ||||
Currency translation adjustment on intercompany advances | (3,766) | (3,766) | ||||
Other comprehensive income | (948) | (948) | ||||
Unrealized gain on forward contracts, net of tax | 307 | 307 | ||||
Stock-based compensation expense: | ||||||
Restricted stock | 18,836 | 4 | 18,832 | |||
Stock options | 2,942 | 2,942 | ||||
Exercise/vesting of stock-based awards, including tax impact | 5,980 | 3 | 5,977 | |||
Surrender of stock to settle taxes on stock option exercises and restricted stock awards | (6,826) | (6,826) | ||||
Stock repurchases | (105,916) | (105,916) | ||||
OIS common stock withdrawn from deferred compensation plan | 0 | (3) | 3 | |||
Ending balance at Dec. 31, 2015 | 1,255,672 | 617 | 712,980 | 1,179,863 | (50,698) | (587,090) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (46,390) | (46,390) | ||||
Currency translation adjustment (excluding intercompany advances) | (23,802) | (23,802) | ||||
Currency translation adjustment on intercompany advances | 4,024 | 4,024 | ||||
Other comprehensive income | 176 | 176 | ||||
Unrealized gain on forward contracts, net of tax | 0 | |||||
Stock-based compensation expense: | ||||||
Restricted stock | 18,905 | 6 | 18,899 | |||
Stock options | 2,245 | 2,245 | ||||
Exercise/vesting of stock-based awards, including tax impact | (2,609) | (2,609) | ||||
Surrender of stock to settle taxes on stock option exercises and restricted stock awards | (3,980) | (3,980) | ||||
OIS common stock withdrawn from deferred compensation plan | 66 | 47 | 19 | |||
Ending balance at Dec. 31, 2016 | 1,204,307 | 623 | 731,562 | 1,133,473 | (70,300) | (591,051) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (84,850) | (84,850) | ||||
Currency translation adjustment (excluding intercompany advances) | 11,316 | 11,316 | ||||
Currency translation adjustment on intercompany advances | 450 | 450 | ||||
Other comprehensive income | 41 | 41 | ||||
Unrealized gain on forward contracts, net of tax | 0 | |||||
Stock-based compensation expense: | ||||||
Restricted stock | 21,805 | 4 | 21,801 | |||
Stock options | 1,244 | 1,244 | ||||
Surrender of stock to settle taxes on stock option exercises and restricted stock awards | (5,317) | (5,317) | ||||
Stock repurchases | (16,283) | (16,283) | ||||
Ending balance at Dec. 31, 2017 | $ 1,132,713 | $ 627 | $ 754,607 | $ 1,048,623 | $ (58,493) | $ (612,651) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (84,850) | $ (46,390) | $ 28,597 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Loss (income) from discontinued operations | 0 | 4 | (226) |
Depreciation and amortization | 107,667 | 118,720 | 131,257 |
Stock-based compensation expense | 23,049 | 21,322 | 21,778 |
Deferred income tax provision (benefit) | 16,342 | (37,606) | (3,173) |
Amortization of deferred financing costs | 1,158 | 785 | 780 |
Gain on disposal of assets | (700) | (802) | (1,274) |
Tax impact of stock-based payment arrangements | 0 | 0 | (469) |
Other, net | 288 | 2,923 | 283 |
Changes in operating assets and liabilities, net of effect from acquired businesses: | |||
Accounts receivable | 21,128 | 85,503 | 156,945 |
Inventories | 11,339 | 32,158 | 17,777 |
Accounts payable and accrued liabilities | 14,048 | (27,716) | (98,354) |
Income taxes payable | (4,126) | (1,930) | 4,897 |
Other operating assets and liabilities, net | (9,961) | 2,286 | (3,050) |
Net cash flows provided by continuing operating activities | 95,382 | 149,257 | 255,768 |
Net cash flows provided by discontinued operating activities | 0 | 0 | 353 |
Net cash flows provided by operating activities | 95,382 | 149,257 | 256,121 |
Cash flows from investing activities: | |||
Capital expenditures | (35,171) | (29,689) | (114,738) |
Acquisitions of businesses, net of cash acquired | (12,859) | 0 | (33,427) |
Proceeds from disposition of property, plant and equipment | 2,134 | 1,532 | 2,655 |
Other, net | (1,719) | (1,135) | (1,686) |
Net cash flows used in investing activities | (47,615) | (29,292) | (147,196) |
Cash flows from financing activities: | |||
Revolving credit facility repayments, net | (42,184) | (80,674) | (17,825) |
Debt and capital lease repayments | (517) | (534) | (541) |
Payment of financing costs | (759) | (72) | (2) |
Purchase of treasury stock | (16,283) | 0 | (105,916) |
Shares added to treasury stock as a result of net share settlements due to vesting of restricted stock | (5,317) | (3,962) | (6,827) |
Issuance of common stock from stock-based payment arrangements | 0 | 367 | 5,920 |
Tax impact of stock-based payment arrangements | 0 | 0 | 469 |
Net cash flows used in financing activities | (65,060) | (84,875) | (124,722) |
Effect of exchange rate changes on cash | 1,952 | (2,263) | (1,493) |
Net change in cash and cash equivalents | (15,341) | 32,827 | (17,290) |
Cash and cash equivalents, beginning of year | 68,800 | 35,973 | 53,263 |
Cash and cash equivalents, end of year | $ 53,459 | $ 68,800 | $ 35,973 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation The Consolidated Financial Statements include the accounts of Oil States International, Inc. (“Oil States” or the “Company”) and its consolidated subsidiaries. Investments in unconsolidated affiliates, in which the Company is able to exercise significant influence, are accounted for using the equity method. All significant intercompany accounts and transactions between the Company and its consolidated subsidiaries have been eliminated in the accompanying consolidated financial statements. The Company, through its subsidiaries, is a leading provider of specialty products and services to oil and gas companies throughout the world. We operate in a substantial number of the world's active crude oil and natural gas producing regions, onshore and offshore United States, Canada, West Africa, the North Sea, South America and Southeast and Central Asia. For the periods presented herein, the Company operated through two business segments – Offshore/Manufactured Products and Well Site Services. As further discussed in Note 18 , “Subsequent Events,” on January 12, 2018, we acquired GEODynamics, Inc., (“GEODynamics”), for total consideration of approximately $615 million (the “GEODynamics Acquisition”). GEODynamics provides oil and gas perforation systems and downhole tools in support of completion, intervention, wireline and well abandonment operations. The GEODynamics operations will be reported as a separate business segment beginning in the first quarter of 2018 under the name “Downhole Technologies.” During the first quarter of 2017, we modified the name of our “Offshore Products” segment to the “Offshore/Manufactured Products” segment given the higher proportional weighting of our shorter-cycle manufactured products (much of which is driven by land-based activity) to the total revenues generated by the segment. The Company has also provided supplemental disclosure in Note 15 , “Segments and Related Information,” with respect to product and service revenues generated by the Offshore/Manufactured Products segment, including project-driven products, short-cycle products, and other products and services. There have been no operational, reporting or other material changes related to the Offshore/Manufactured Products segment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, investments, receivables, payables, debt and foreign currency forward contracts. The Company believes that the carrying values of these instruments on the accompanying consolidated balance sheets approximate their fair values. Inventories Inventories consist of oilfield products, manufactured equipment, spare parts for manufactured equipment, and work-in-process. Inventories also include raw materials, labor, subcontractor charges, manufacturing overhead and other supplies and are carried at the lower of cost or market. The cost of inventories is determined on an average cost or specific-identification method. A reserve for excess, damaged and/or obsolete inventory is maintained based on the age, turnover or condition of the inventory. Property, Plant, and Equipment Property, plant, and equipment are stated at cost or at estimated fair market value at acquisition date if acquired in a business combination, and depreciation is computed, for assets owned or recorded under capital lease, using the straight-line method, after allowing for salvage value where applicable, over the estimated useful lives of the assets. We use the component depreciation method for our Drilling Services assets. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the statements of operations. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price paid for acquired businesses over the allocated fair value of the related net assets after impairments, if applicable. We evaluate goodwill for impairment annually and when an event occurs or circumstances change to suggest that the carrying amount may not be recoverable. Our reporting units with goodwill as of December 31, 2017 include Offshore/Manufactured Products and Completion Services. In our evaluation of goodwill, each reporting unit with goodwill on its balance sheet is assessed separately and different relevant events and circumstances are evaluated for each unit. We estimate the fair value of each reporting unit and compare that fair value to its book carrying value. We utilize, depending on circumstances, a combination of trading multiples analyses, discounted projected cash flow calculations with estimated terminal values and acquisition comparables. We discount our projected cash flows using a long-term weighted average cost of capital for each reporting unit based on our estimate of investment returns that would be required by a market participant. As part of our process to assess goodwill for impairment, we also compare the total market capitalization of the Company to the sum of the fair values of all of our reporting units to assess the reasonableness of the aggregated fair values. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered to be impaired and an impairment loss is recorded. In the past three years, our goodwill impairment tests indicated that the fair value of each of our reporting units is greater than its carrying amount. For other intangible assets that we amortize, we review the useful life of the intangible asset and evaluate each reporting period whether events and circumstances warrant a revision to the remaining useful life. Based on the Company’s review, the carrying values of its other intangible assets are recoverable, and no impairment losses have been recorded for the periods presented. See Note 8 , "Goodwill and Other Intangible Assets." Impairment of Long-Lived Assets The recoverability of the carrying values of long-lived assets at the asset group level, including finite-lived intangible assets, is assessed whenever, in management's judgment, events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable based on estimated future cash flows. If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized. The impairment loss equals the excess of the carrying value over the fair value of the asset group. The fair value of the asset group is based on prices of similar assets, if available, or discounted cash flows. Based on the Company's review, the carrying values of its asset groups are recoverable, and no impairment losses have been recorded for the periods presented. See Note 8 , "Goodwill and Other Intangible Assets." Foreign Currency and Other Comprehensive Loss Gains and losses resulting from balance sheet translation of international operations where the local currency is the functional currency are included as a separate component of accumulated other comprehensive loss within stockholders' equity representing substantially all of the balances within accumulated other comprehensive loss. Remeasurements of intercompany advances denominated in a currency other than the functional currency of the entity that are of a long-term investment nature are recognized as a component of other comprehensive loss within stockholders’ equity. Gains and losses resulting from balance sheet remeasurements of assets and liabilities denominated in a different currency than the functional currency, other than intercompany advances that are of a long-term investment nature, are included in the consolidated statements of operations within "other operating (income) expense, net" as incurred. Currency Exchange Rate Risk A portion of revenues, earnings and net investments in operations outside the United States are exposed to changes in currency exchange rates. We seek to manage our currency exchange risk in part through operational means, including managing expected local currency revenues in relation to local currency costs and local currency assets in relation to local currency liabilities. In order to reduce our exposure to fluctuations in currency exchange rates, we may enter into currency exchange agreements with financial institutions. As of December 31, 2017 and 2016 , we had outstanding foreign currency forward purchase contracts with notional amounts of $2.4 million and $2.2 million , respectively, related to expected cash flows denominated in Euros which have not been designated as accounting hedges. Currency exchange losses were $0.5 million in 2017 , with exchange gains totaling $4.7 million and $3.7 million in 2016 and 2015 , respectively, and were included in “other operating (income) expense, net.” Revenue and Cost Recognition Revenue from the sale of products, not accounted for utilizing the percentage-of-completion method, is recognized when delivery to and acceptance by the customer has occurred, when title and all significant risks of ownership have passed to the customer, collectability is probable and pricing is fixed and determinable. Our product sales terms do not include significant post-performance obligations. For significant projects, revenues are recognized under the percentage-of-completion method, measured by the percentage of costs incurred to date compared to estimated total costs for each contract (cost-to-cost method). Billings on such contracts in excess of costs incurred and estimated profits are classified as deferred revenue. Costs incurred and estimated profits in excess of billings on percentage-of-completion contracts are recognized as unbilled receivables. Management believes this method is the most appropriate measure of progress on large contracts. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Factors that may affect future project costs and margins include weather, production efficiencies, availability and costs of labor, materials and subcomponents. These factors can significantly impact the accuracy of the Company’s estimates and materially impact the Company’s future reported earnings. In our Well Site Services segment, revenues are recognized based on a periodic (usually daily) rate or when the services are rendered. Proceeds from customers for the cost of oilfield rental equipment that is damaged or lost downhole are reflected as gains or losses on the disposition of assets after considering the write-off of the remaining net book value of the equipment. For Drilling Services contracts based on footage drilled, we recognize revenues as footage is drilled. Revenues exclude taxes assessed based on revenues such as sales or value added taxes. See Note 4 , "Recent Accounting Pronouncements," for discussion with respect to the Company's adoption of new guidance on recognition of revenue from contracts with customers on January 1, 2018. Cost of goods sold includes all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs. Selling, general and administrative costs are charged to expense as incurred. Income Taxes The Company follows the liability method of accounting for income taxes in accordance with current accounting standards regarding the accounting for income taxes. Under this method, deferred income taxes are recorded based upon the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect at the time the underlying assets or liabilities are recovered or settled. As further discussed in Note 12 , "Income Taxes," on December 22, 2017, legislation commonly known as the Tax Cuts and Jobs Act ("Tax Reform Legislation") was signed into law which enacts significant changes to U.S. tax and related laws, including certain key U.S. federal income tax provisions applicable to oilfield service and manufacturing companies such as the Company. U.S. state or other regulatory bodies have not finalized potential changes to existing laws and regulations which may result from the new U.S. tax and related laws. In accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin No. 118 (“SAB No. 118”), the Company has recorded provisional estimates to reflect the effect of the provisions of the recently enacted U.S. tax and related laws on the Company’s income tax assets and liabilities as of December 31, 2017. The Company continues to collect additional information to support and refine its calculations of the impact of these changes on its operations and its recorded income tax assets and liabilities, which may result in adjustments through December 2018 as allowed under SAB No. 118. Prior to December 22, 2017, the majority of the Company's earnings from international subsidiaries were considered to be indefinitely reinvested outside of the United States and no provision for U.S. income taxes was made for these earnings. However, certain historical foreign earnings were not considered to be indefinitely reinvested outside of the United States and were subject to U.S income tax as earned. If any of the Company's subsidiaries distributed earnings in the form of dividends or otherwise, the Company generally was subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries. During 2016 , we repatriated $20.1 million from our international subsidiaries which was used to reduce outstanding borrowings under our Revolving Credit Facility. As of December 31, 2017, the Company’s total investment in foreign subsidiaries is considered to be permanently reinvested, except for cumulative foreign earnings deemed repatriated under the Tax Reform Legislation. The Company records a valuation allowance in the reporting period when management believes that it is more likely than not that any deferred tax asset created will not be realized. This assessment requires analysis of changes in tax laws, available positive and negative evidence, including losses in recent years, reversals of temporary differences, forecasts of future income, assessment of future business assumptions and tax planning strategies. During 2017 and 2016 , we recorded valuation allowances primarily with respect to net operating loss carryforwards of certain of our operations outside the United States. As a result of changes in U.S. tax laws in 2017, we recorded a valuation allowance with respect to our foreign tax credit carryforwards during the fourth quarter of 2017. The calculation of our tax liabilities involves assessing uncertainties regarding the application of complex tax regulations. We recognize liabilities for tax expenses based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. Receivables and Concentration of Credit Risk Based on the nature of its customer base, the Company does not believe that it has any significant concentrations of credit risk other than its concentration in the worldwide oil and gas industry. Note 15 , "Segments and Related Information," provides further information with respect to the Company's geographic revenues and significant customers. The Company evaluates the credit-worthiness of its significant, new and existing customers' financial condition and, generally, the Company does not require significant collateral from its customers. Allowances for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company's customers to make required payments. If a trade receivable is deemed to be uncollectible, such receivable is charged-off against the allowance for doubtful accounts. The Company considers the following factors when determining if collection of revenue is reasonably assured: customer credit-worthiness, past transaction history with the customer, customer solvency and changes in customer payment terms. If the Company has no previous experience with the customer, the Company typically obtains reports from various credit organizations to ensure that the customer has a history of paying its creditors. The Company may also request financial information, including financial statements or other documents to ensure that the customer has the means of making payment. If these factors do not indicate collection is reasonably assured, the Company may require a prepayment or other arrangement to support revenue recognition and recording of a trade receivable. If the financial condition of the Company's customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Earnings per Share Diluted earnings per share (“EPS”) amounts include the effect of the Company's outstanding stock options and restricted stock shares under the treasury stock method. We have shares of restricted stock issued and outstanding, which remain subject to vesting requirements. Holders of such shares of unvested restricted stock are entitled to the same liquidation and dividend rights as the holders of our outstanding common stock and are thus considered participating securities. Under applicable accounting guidance, the undistributed earnings, if any, for each period are allocated based on the participation rights of both the common stockholders and holders of any participating securities as if earnings for the respective periods had been distributed. Because both the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. Further, we are required to compute earnings per share amounts under the two class method in periods in which we have earnings. The presentation of basic EPS amounts on the face of the accompanying consolidated statements of operations is computed by dividing the net income (loss) applicable to the Company’s common stockholders by the weighted average shares of outstanding common stock. The calculation of diluted EPS is similar to basic EPS, except that the denominator includes dilutive common stock equivalents and the income included in the numerator excludes the effects of the impact of dilutive common stock equivalents, if any. Stock-Based Compensation The fair value of share-based payments is estimated using the quoted market price of the Company’s common stock and pricing models as of the date of grant as further discussed in Note 14 , "Stock-Based and Deferred Compensation Plans." The resulting cost, net of estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period. In addition to service-based awards, the Company issues performance-based awards, which are conditional based upon Company performance and may vest in an amount that will depend on the Company’s achievement of specified performance objectives. Guarantees Some product sales in our Offshore/Manufactured Products businesses are sold with an assurance warranty, generally ranging from 12 to 18 months. Parts and labor are covered under the terms of the warranty agreement. Warranty provisions are estimated based upon historical experience by product, configuration and geographic region. During the ordinary course of business, the Company also provides standby letters of credit or other guarantee instruments to certain parties as required for certain transactions initiated by either the Company or its subsidiaries. As of December 31, 2017 , the maximum potential amount of future payments that the Company could be required to make under these guarantee agreements (letters of credit) was $21.2 million . The Company has not recorded any liability in connection with these guarantee arrangements. The Company does not believe, based on historical experience and information currently available, that it is likely that any amounts will be required to be paid under these guarantee arrangements. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of a few such estimates include revenue and income recognized on the percentage-of-completion method, valuation allowances recorded on deferred tax assets, reserves on inventory, allowances for doubtful accounts, warranty obligations and potential future adjustments related to contractual agreements. Actual results could materially differ from those estimates. Accounting for Contingencies We have contingent liabilities and future claims for which we have made estimates of the amount of the eventual cost to liquidate these liabilities or claims. These liabilities and claims sometimes involve threatened or actual litigation where damages have been quantified and we have made an assessment of our exposure and recorded a provision in our accounts to cover an expected loss. Other claims or liabilities have been estimated based on their fair value or our experience in these matters and, when appropriate, the advice of outside counsel or other outside experts. Upon the ultimate resolution of these uncertainties, our future reported financial results will be impacted by the difference between our estimates and the actual amounts paid to settle a liability. Examples of areas where we have made important estimates of future liabilities include income taxes, litigation, insurance claims, warranty claims, contractual claims and obligations and discontinued operations. Discontinued Operations Net income (loss) from discontinued operations includes immaterial amounts in 2016 and 2015 related to the Company’s former accommodations business which was spun-off into a stand-alone, publicly-traded corporation in 2014 and its tubular services business which was sold in 2013. No components of our business have been disposed of or classified as held for sale subsequent to 2014. |
Details of Selected Balance She
Details of Selected Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Details of Selected Balance Sheet Accounts [Abstract] | |
Details of Selected Balance Sheet Accounts | Details of Selected Balance Sheet Accounts Additional information regarding selected balance sheet accounts as of December 31, 2017 and 2016 is presented below (in thousands): 2017 2016 Accounts receivable, net: Trade $ 153,912 $ 173,087 Unbilled revenue 62,833 64,564 Other 6,710 5,372 Total accounts receivable 223,455 243,023 Allowance for doubtful accounts (7,316 ) (8,510 ) $ 216,139 $ 234,513 2017 2016 Inventories, net: Finished goods and purchased products $ 82,990 $ 87,241 Work in process 30,689 30,584 Raw materials 70,255 72,514 Total inventories 183,934 190,339 Allowance for excess, damaged and/or obsolete inventory (15,649 ) (14,849 ) $ 168,285 $ 175,490 2017 2016 Prepaid expenses and other current assets: Income taxes receivable $ 5,927 $ 430 Prepayments to vendors 2,962 877 Prepaid insurance 5,007 3,738 Prepaid non-income taxes 401 1,650 Other 3,757 4,479 $ 18,054 $ 11,174 Estimated Useful Life (in years) 2017 2016 Property, plant and equipment, net: Land $ 35,808 $ 31,683 Buildings and leasehold improvements 2 – 40 235,330 227,642 Machinery and equipment 1 – 28 458,458 455,873 Completion Services equipment 2 – 10 431,714 429,845 Office furniture and equipment 3 – 10 43,664 42,827 Vehicles 2 – 10 118,198 121,317 Construction in progress 34,557 27,519 Total property, plant and equipment 1,357,729 1,336,706 Accumulated depreciation (858,839 ) (783,304 ) $ 498,890 $ 553,402 Depreciation expense was $99.0 million , $110.5 million and $123.5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively 2017 2016 Other noncurrent assets: Deferred compensation plan $ 20,988 $ 18,772 Deferred income taxes 519 120 Other 6,903 5,512 $ 28,410 $ 24,404 2017 2016 Accrued liabilities: Accrued compensation $ 25,794 $ 23,131 Insurance liabilities 6,831 8,099 Accrued taxes, other than income taxes 3,591 2,461 Accrued leasehold restoration liability 838 766 Accrued product warranty reserves 654 1,113 Accrued commissions 1,335 1,305 Accrued claims 1,320 1,578 Other 5,526 6,880 $ 45,889 $ 45,333 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”), which are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. In May 2014 , the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to receive in exchange for those goods or services. The guidance permitted the use of either a full retrospective or modified retrospective transition method. The Company adopted this guidance on January 1, 2018, using the modified retrospective transition method applied to those contracts which were not completed as of that date. On January 1, 2018, we are required to recognize any cumulative effect of adopting this guidance as an adjustment to our opening balance of retained earnings. Prior periods will not be retrospectively adjusted. Based on our detailed analysis of existing contracts with customers, the Company concluded the cumulative impact of the new standard was not material to our consolidated financial statements through January 1, 2018. In accordance with the guidance, we will expand our revenue recognition disclosures in 2018 to address the new qualitative and quantitative requirements. We will also be required to evaluate the implications of the new revenue recognition guidance on contracts with customers that we acquired in connection with the GEODynamics Acquisition and expect to complete this evaluation by March 31, 2018. In February 2016 , the FASB issued guidance on leases which introduces the recognition of lease assets and lease liabilities by lessees for all leases which are not short-term in nature. The new standard requires a modified retrospective transition for capital or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. The Company will adopt this guidance on January 1, 2019 . Upon initial evaluation, we believe the key change upon adoption will be the balance sheet recognition of our leases. The income statement recognition appears similar to our current methodology. The Company’s future undiscounted obligations under operating leases as of December 31, 2017 totaled $25.8 million as summarized in Note 13 , “Commitments and Contingencies.” In March 2016 , the FASB issued guidance on employee share-based payment accounting which modifies existing guidance related to the accounting for forfeitures, employer tax withholding on stock-based compensation and the financial statement presentation of excess tax benefits or deficiencies. The Company adopted this guidance on January 1, 2017 . Adoption of this standard had no retrospective impact on the Company’s financial statements and the impact on the Company’s income tax provision during 2017 was not material. In January 2017 , the FASB issued guidance which simplifies the test of goodwill impairment. Under the revised standard, the Company is no longer required to determine the implied fair value of goodwill by assigning the fair value of a reporting unit to its individual assets and liabilities as if that reporting unit had been acquired in a business combination. The revised guidance requires a prospective transition and permits early adoption for interim and annual goodwill impairment tests performed after January 1, 2017 . The Company adopted this standard effective January 1, 2017 . See Note 8 , "Goodwill and Other Intangible Assets." |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss, reported as a component of stockholders’ equity, decreased from $70.3 million at December 31, 2016 to $58.5 million at December 31, 2017 , due primarily to changes in currency exchange rates. Accumulated other comprehensive loss is primarily related to fluctuations in the currency exchange rates compared to the U.S. dollar which are used to translate certain of the international operations of our reportable segments. For 2017 and 2016 , currency translation adjustments recognized as a component of other comprehensive loss were primarily attributable to the United Kingdom and Brazil. During the year ended December 31, 2017 , the exchange rate of the British pound strengthened by 9% compared to the U.S. dollar, while the Brazilian real weakened by 2% compared to the U.S. dollar during the same period, contributing to other comprehensive income of $11.8 million . During the year ended December 31, 2016 , the exchange rate of the British pound weakened by 16% compared to the U.S. dollar, while the Brazilian real strengthened by 22% compared to the U.S. dollar during the same period, contributing to other comprehensive loss of $19.6 million . |
Acquisitions and Supplemental C
Acquisitions and Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Supplemental Cash Flow Information | Acquisitions and Supplemental Cash Flow Information In January 2017, our Offshore/Manufactured Products segment acquired the intellectual property and assets of complementary product lines to our global crane manufacturing and service operations. The acquisition included adding active heave compensation technology and knuckle-boom crane designs to our existing portfolio. In April 2017, our Offshore/Manufactured Products segment acquired assets and intellectual property that are complementary to our riser testing, inspection and repair service offerings. This complementary technology allows the segment to provide automated inspection techniques either on board an offshore vessel or on the quayside, without the requirements to transport to a facility to remove the buoyancy materials. In January 2015, our Offshore/Manufactured Products segment acquired Montgomery Machine Company, Inc. ("MMC"), which combines machining and proprietary cladding technology and services to manufacture high-specification components for the offshore capital equipment industry on a global basis. We believe that the acquisition of MMC has strengthened our Offshore/Manufactured Products segment’s position as a supplier of subsea components with enhanced capabilities, proprietary technology and logistical advantages. Components of cash used in connection with these acquisitions as reflected in the consolidated statements of cash flows for the years ended December 31, 2017 , 2016 and 2015 are summarized as follows (in thousands): 2017 2016 2015 Fair value of assets acquired including intangibles and goodwill $ 12,859 $ — $ 39,505 Liabilities assumed — — (6,026 ) Cash acquired — — (52 ) Cash used in acquisition of business $ 12,859 $ — $ 33,427 See Note 18 , "Subsequent Events," for discussion of the GEODynamics Acquisition completed on January 12, 2018. Cash paid during the years ended December 31, 2017 , 2016 and 2015 for interest and income taxes (net of refunds) was as follows (in thousands): 2017 2016 2015 Interest $ 4,206 $ 3,942 $ 5,629 Income taxes, net of refunds (174 ) 2,330 18,780 Borrowings and repayments under the revolving credit facility during the years ended December 31, 2017 , 2016 and 2015 were as follows (in thousands): 2017 2016 2015 Revolving credit facility borrowings $ 206,015 $ 211,878 $ 379,467 Revolving credit facility repayments (248,199 ) (292,552 ) (397,292 ) Revolving credit facility repayments, net $ (42,184 ) $ (80,674 ) $ (17,825 ) |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the years ended December 31, 2017 and 2016 (in thousands, except per share amounts): 2017 2016 2015 Numerators: Net income (loss) from continuing operations $ (84,850 ) $ (46,386 ) $ 28,371 Less: Income attributable to unvested restricted stock awards — — (592 ) Numerator for basic net income (loss) per share from continuing operations (84,850 ) (46,386 ) 27,779 Net income (loss) from discontinued operations, net of tax — (4 ) 226 Less: Income attributable to unvested restricted stock awards — — (5 ) Numerator for basic net income (loss) per share attributable to Oil States (84,850 ) (46,390 ) 28,000 Effect of dilutive securities: Unvested restricted stock awards — — 1 Numerator for diluted net income (loss) per share attributable to Oil States $ (84,850 ) $ (46,390 ) $ 28,001 Denominators: Weighted average number of common shares outstanding 51,253 51,307 51,341 Less: Weighted average number of unvested restricted stock awards outstanding (1,114 ) (1,133 ) (1,072 ) Denominator for basic net income (loss) per share attributable to Oil States 50,139 50,174 50,269 Effect of dilutive securities: Unvested restricted stock awards — — 9 Assumed exercise of stock options — — 57 — — 66 Denominator for diluted net income (loss) per share attributable to Oil States 50,139 50,174 50,335 Basic net income (loss) per share attributable to Oil States from: Continuing operations $ (1.69 ) $ (0.92 ) $ 0.55 Discontinued operations — — 0.01 Net income (loss) $ (1.69 ) $ (0.92 ) $ 0.56 Diluted net income (loss) per share attributable to Oil States from: Continuing operations $ (1.69 ) $ (0.92 ) $ 0.55 Discontinued operations — — 0.01 Net income (loss) $ (1.69 ) $ (0.92 ) $ 0.56 The calculation of diluted net income (loss) per share for the years ended December 31, 2017 , 2016 and 2015 excluded 709,292 shares , 748,552 shares and 747,839 shares , respectively, issuable pursuant to outstanding stock options and restricted stock awards, due to their antidilutive effect. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company tests for impairment using a fair value approach, at the "reporting unit" level. A reporting unit is the operating segment, or a business one level below that operating segment (the "component" level) if discrete financial information is prepared and regularly reviewed by management at the component level. The Company had two reporting units, Offshore/Manufactured Products and Completion Services, with goodwill as of December 31, 2017 . Goodwill is allocated to each of the reporting units based on actual acquisitions made by the Company and its subsidiaries. The Company recognizes an impairment loss for any amount by which the carrying amount of a reporting unit's goodwill exceeds the reporting unit's fair value of goodwill. Our assessment of potential goodwill impairment at each reporting unit uses, as appropriate in the current circumstance, comparative market multiples, discounted cash flow calculations and acquisition comparables to establish the reporting unit's fair value (a Level 3 fair value measurement). The Company amortizes the cost of other intangibles over their estimated useful lives unless such lives are deemed indefinite. Amortizable intangible assets are reviewed for impairment if there are indicators of impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values. As of December 31, 2017 and 2016 , no provision for impairment of other intangible assets was required. Changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows (in thousands): Well Site Services Offshore / Manufactured Products Total Completion Services Drilling Services Subtotal Balance as of December 31, 2015 Goodwill $ 198,903 $ 22,767 $ 221,670 $ 159,412 $ 381,082 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — (117,295 ) 104,375 — 104,375 159,412 263,787 Foreign currency translation and other changes 375 — 375 (793 ) (418 ) Balance as of December 31, 2016 $ 104,750 $ — $ 104,750 $ 158,619 $ 263,369 Balance as of December 31, 2016 Goodwill $ 199,278 $ 22,767 $ 222,045 $ 158,619 $ 380,664 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — (117,295 ) 104,750 — 104,750 158,619 263,369 Goodwill acquired — — — 3,724 3,724 Foreign currency translation and other changes 353 — 353 563 916 Balance as of December 31, 2017 $ 105,103 $ — $ 105,103 $ 162,906 $ 268,009 Balance as of December 31, 2017 Goodwill $ 199,631 $ 22,767 $ 222,398 $ 162,906 $ 385,304 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — (117,295 ) $ 105,103 $ — $ 105,103 $ 162,906 $ 268,009 The following table presents the total gross carrying amount of intangibles and the total accumulated amortization for major intangible asset classes as of December 31, 2017 and 2016 (in thousands): As of December 31, 2017 2016 Other Intangible Assets Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer relationships $ 44,557 $ 22,661 $ 44,557 $ 19,225 Patents/Technology/Know-how 35,762 15,844 30,167 12,482 Noncompete agreements 4,899 2,799 4,358 2,216 Tradenames and other 10,801 4,450 10,801 3,214 Total other intangible assets $ 96,019 $ 45,754 $ 89,883 $ 37,137 The weighted average remaining amortization period for all intangible assets, other than goodwill, was 7.8 years as of December 31, 2017 and 8.2 years as of December 31, 2016 . Total amortization expense is expected to be $8.5 million in 2018 , $8.0 million in 2019 , $6.5 million in 2020 , $6.4 million in 2021 and $5.7 million in 2022 . Amortization expense was $8.7 million , $8.2 million and $7.8 million in the years ended December 31, 2017 , 2016 and 2015 , respectively. See Note 18 , "Subsequent Events," for information with respect to the GEODynamics Acquisition completed on January 12, 2018. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt As of December 31, 2017 and 2016 , long-term debt consisted of the following (in thousands): 2017 2016 Revolving Credit Facility (1) $ — $ 40,230 Other debt and capital lease obligations 5,281 5,696 Total debt 5,281 45,926 Less: Current portion (411 ) (538 ) Total long-term debt and capitalized leases $ 4,870 $ 45,388 (1) Presented net of $2.0 million of unamortized debt issuance costs as of December 31, 2016. Unamortized debt issuance costs of $1.6 million as of December 31, 2017 are classified in other noncurrent assets. Scheduled maturities of total debt as of December 31, 2017 , are as follows (in thousands): 2018 $ 411 2019 429 2020 433 2021 374 2022 398 Thereafter 3,236 $ 5,281 Credit Facility The Company’s senior secured revolving credit facility (“Revolving Credit Facility”) was amended on December 12, 2017 to, among other things, expressly permit the GEODynamics Acquisition. In connection with this amendment, total commitments available under the Revolving Credit Facility were reduced from $600 million to $425 million and the ability to draw on an incremental accordion facility was removed. As of December 31, 2017 , we had no borrowings outstanding under the Revolving Credit Facility and $21.2 million in outstanding letters of credit, leaving $159.3 million available to be drawn under the Revolving Credit Facility. The total amount available to be drawn under our Revolving Credit Facility was less than the lender commitments as of December 31, 2017 , due to the maximum leverage ratio covenant in our Revolving Credit Facility which serves to limit borrowings. At December 31, 2017, the Revolving Credit Facility was governed by a Credit Agreement dated as of May 28, 2014 , as amended, (the "Credit Agreement") by and among the Company, the Lenders party thereto, Wells Fargo Bank, N.A., as administrative agent, the Swing Line Lender and an Issuing Bank, Royal Bank of Canada, as Syndication agent, and Compass Bank, as Documentation agent. The following provides a summary of the more significant provisions of our Revolving Credit Facility during 2017. Through December 11, 2017 Following December 11, 2017 Interest rate on outstanding borrowings based on the Company's total leverage to EBITDA: LIBOR based borrowings LIBOR plus a margin of 1.50% to 2.50% LIBOR plus a margin of 1.75% to 3.50% Base rate-based borrowings Base rate plus a margin of 0.50% to 1.50% Base rate plus a margin of 0.75% to 2.50% Commitment fee (1) 0.375% to 0.50% 0.375% to 0.50% Significant covenants and restrictions: Minimum interest coverage ratio (2) greater than or equal to 3.0 to 1.0 greater than or equal to 3.0 to 1.0 Maximum leverage ratio (3) no greater than 3.25 to 1.0 no greater than 3.75 to 1.0 (1) Based on unused commitments under the Credit Agreement. (2) Defined as ratio of consolidated EBITDA to consolidated interest expense. (3) Defined as ratio of total debt to consolidated EBITDA. Each of the factors considered in the calculations of these ratios are defined in the Credit Agreement. EBITDA and consolidated interest expense, as defined, exclude goodwill impairments, non-cash, stock-based compensation expense, losses on extinguishment of debt, debt discount amortization, and other non-cash charges. As of December 31, 2017 , we were in compliance with our debt covenants. Borrowings under the Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our domestic subsidiaries. Our obligations under the Credit Agreement are guaranteed by our significant domestic subsidiaries. The Revolving Credit Facility also contains negative covenants that limit the Company's ability to borrow additional funds, encumber assets, pay dividends, sell assets and enter into other significant transactions. Under the Company's Credit Agreement, the occurrence of specified change of control events involving our Company would constitute an event of default that would permit the banks to, among other things, accelerate the maturity of the facility and cause it to become immediately due and payable in full. As discussed in Note 18 , "Subsequent Events," the Company amended and restated its Revolving Credit Facility on January 30, 2018 and contemporaneously issued $200 million principal amount of its 1.50% convertible senior notes due 2023. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity The following table provides details with respect to changes in the number of shares of common stock, $0.01 par value, issued, held in treasury and outstanding during 2017. Issued Treasury Stock Outstanding Shares of common stock - December 31, 2016 62,295,870 10,921,509 51,374,361 Restricted stock awards, net of forfeitures 425,828 — 425,828 Shares withheld for taxes on vesting of restricted stock awards — 149,002 (149,002 ) Purchase of treasury stock — 561,765 (561,765 ) Shares of common stock - December 31, 2017 62,721,698 11,632,276 51,089,422 As of December 31, 2017 and 2016, the Company had 25,000,000 shares of preferred stock, $0.01 par value, authorized, with no shares issued or outstanding. On July 29, 2015 , the Company’s Board of Directors approved the termination of our then existing share repurchase program and authorized a new program providing for the repurchase of up to $150 million of the Company’s common stock, which, following extension, was scheduled to expire on July 29, 2017 . On July 26, 2017 , our Board of Directors extended the share repurchase program for one year to July 29, 2018 . During the year ended December 31, 2017 , the Company repurchased 561,765 shares of common stock under the program at a total cost of $16.2 million . During 2016 , there were no repurchases of our common stock compared to a total of $105.9 million ( 2,674,218 shares) repurchased under these programs during 2015 . The amount remaining under our current share repurchase authorization as of December 31, 2017 was $120.5 million . Subject to applicable securities laws, such purchases will be at such times and in such amounts as the Company deems appropriate. As discussed in Note 18 , "Subsequent Events," the Company issued 8.66 million shares of its common stock in connection with the GEODynamics Acquisition. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans The Company sponsors defined contribution plans. Participation in these plans is available to substantially all employees. The Company recognized expense of $6.8 million , $6.8 million and $8.0 million , respectively, related to matching contributions under its various defined contribution plans during the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Consolidated income (loss) from continuing operations before income taxes for the years ended December 31, 2017 , 2016 and 2015 consisted of the following (in thousands): 2017 2016 2015 United States $ (77,138 ) $ (113,512 ) $ (21,598 ) Foreign (274 ) 40,187 72,166 Total $ (77,412 ) $ (73,325 ) $ 50,568 The components of the income tax provision (benefit) with respect to income (loss) from continuing operations for the years ended December 31, 2017 , 2016 and 2015 consisted of the following (in thousands): 2017 2016 2015 Current: Federal $ (11,288 ) $ (534 ) $ 7,221 State 1,079 1,053 1,868 Foreign 1,305 10,148 16,281 (8,904 ) 10,667 25,370 Deferred: Federal 15,888 (34,816 ) (5,656 ) State (729 ) (2,807 ) (496 ) Foreign 1,183 17 2,979 16,342 (37,606 ) (3,173 ) Total income tax provision (benefit) $ 7,438 $ (26,939 ) $ 22,197 A reconciliation of the U.S. statutory tax provision (benefit) rate to the effective tax provision (benefit) rate for the years ended December 31, 2017 , 2016 and 2015 is as follows: 2017 2016 2015 U.S. statutory tax provision (benefit) rate (35.0 )% (35.0 )% 35.0 % Effect of Tax Reform Legislation 36.4 — — Effect of foreign income taxed at different rates (0.3 ) (4.3 ) (11.1 ) Valuation allowance against tax assets 4.0 3.1 8.1 Non-deductible compensation 1.0 1.1 7.6 Other non-deductible expenses 2.7 2.0 4.5 Domestic manufacturing deduction — — (2.6 ) State income taxes, net of federal benefits (1.4 ) (2.1 ) 1.3 Other, net 2.2 (1.5 ) 1.1 Effective tax provision (benefit) rate 9.6 % (36.7 )% 43.9 % The significant items giving rise to the deferred tax assets and liabilities as of December 31, 2017 and 2016 are as follows (in thousands): 2017 2016 Deferred tax assets: Foreign tax credit carryforwards $ 27,009 $ 32,548 Net operating loss carryforwards 12,692 21,871 Employee benefits 12,013 18,060 Inventory reserves 5,546 7,152 Other reserves 1,653 2,939 Allowance for doubtful accounts 1,332 2,445 Other 299 668 Gross deferred tax asset 60,544 85,683 Valuation allowance (37,904 ) (7,033 ) Net deferred tax asset 22,640 78,650 Deferred tax liabilities: Tax over book depreciation (31,535 ) (62,403 ) Intangible assets (14,153 ) (19,878 ) Accrued liabilities (856 ) (1,016 ) Deferred revenue (295 ) (268 ) Deferred tax liability (46,839 ) (83,565 ) Net deferred tax liability $ (24,199 ) $ (4,915 ) 2017 2016 Balance sheet classification: Other non-current assets $ 519 $ 121 Deferred tax liability (24,718 ) (5,036 ) Net deferred tax liability $ (24,199 ) $ (4,915 ) On December 22, 2017, the United States enacted legislation commonly known as the Tax Cuts and Jobs Act (“Tax Reform Legislation”) which resulted in significant changes to U.S. tax and related laws, including certain key federal income tax provisions applicable to multinational companies such as the Company. These changes include, among others, the implementation of a territorial tax system with a one-time mandatory tax on undistributed foreign earnings of subsidiaries and a reduction in the U.S. corporate income tax rate to 21% from 35% beginning in 2018. As a result of these U.S. tax law changes, the Company recorded a net charge of $28.2 million within income tax provision (benefit), consisting primarily of incremental income tax expense of $41.4 million related to the one-time, mandatory transition tax on the Company’s unremitted foreign subsidiary earnings (the "Transition Tax") and a valuation allowance established against the Company’s foreign tax credit carryforwards which were recorded as assets prior to Tax Reform Legislation, offset by a tax benefit of $13.2 million related the remeasurement of the Company’s U.S. net deferred tax liabilities based on the new 21% U.S. corporate income tax rate. The Company does not expect to incur a material cash tax payable with respect to the Transition Tax. The Tax Reform Legislation also includes many new provisions including changes to bonus depreciation, the deduction for executive compensation and interest expense, and potential incremental taxes related to certain foreign earnings. Many of these provisions do not apply to the Company until 2018. The Company is assessing the impact of such provisions of the Tax Reform Legislation. The Company’s net deferred tax liability, as of December 31, 2017 , excludes the impact, if any, of potential future U.S. income taxes related to certain foreign activities and transactions as described in the Tax Reform Legislation. The Company continues to examine the implications arising from the Transition Tax and other provisions of these new tax laws but believes the provisional estimates recorded reflect a reasonable estimate of the impact based on the information available to-date. As additional regulatory and accounting guidance becomes available and further information is obtained in connection with the preparation of the Company’s 2017 U.S. federal and various foreign income tax returns, the Company will record, if necessary, adjustments to these provisional estimates in 2018. The ultimate impact of Tax Reform Legislation may differ from the Company’s provisional estimates, possibly materially, due to changes in the interpretations and assumptions made by the Company as well as additional regulatory and accounting guidance that may be issued and actions the Company may take as a result of the Tax Reform Legislation. Additionally, during the third quarter of 2017 the Company decided to carryback its 2016 U.S. federal net operating loss ("NOL") to 2014 and received the related refund prior to December 31, 2017. The effect of the carryback resulted in the loss of certain previously claimed deductions. As a result, the Company recorded a discrete tax charge of $1.0 million in the period. The Company had no U.S. federal NOL carryforwards as of December 31, 2017. The Company’s state NOL carryforwards as of December 31, 2017 totaled $75.2 million . As of December 31, 2017, the Company had NOL carryforwards related to certain of its international operations totaling $26.7 million , of which $14.9 million can be carried forward indefinitely. As of December 31, 2017 and 2016, the Company had recorded valuation allowances of $10.9 million and $7.0 million , respectively, with respect to state and foreign NOL carryforwards. As of December 31, 2017, the Company’s foreign tax credit carryforwards totaled $27.0 million . These foreign tax credits will expire in varying amounts from 2021 to 2026. As discussed above, as a result of the enactment of Tax Reform Legislation, the Company provided a full valuation allowance on these foreign tax credits due to uncertainties with respect to its ability to utilize such credits in future periods. Prior to December 22, 2017, appropriate U.S. and foreign income taxes were provided for earnings of foreign subsidiary companies that were expected to be remitted in the future. The cumulative amount of undistributed earnings of foreign subsidiaries that the Company intended to indefinitely reinvest, and upon which foreign taxes were accrued or paid but no deferred U.S. income taxes had been provided, was approximately $240 million at December 31, 2016. During 2016 , we repatriated $20.1 million from our foreign subsidiaries which was used to reduce outstanding borrowings under our Revolving Credit Facility. The Company files tax returns in the jurisdictions in which they are required. All of these returns are subject to examination or audit and possible adjustment as a result of assessments by taxing authorities. The Company believes that it has recorded sufficient tax liabilities and does not expect that the resolution of any examination or audit of its tax returns will have a material adverse effect on its consolidated operating results, financial condition or liquidity. Tax years subsequent to 2013 remain open to U.S. federal tax audit. Our foreign subsidiaries' federal tax returns subsequent to 2011 are subject to audit by the various foreign tax authorities. We account for uncertain tax positions using a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The total amount of unrecognized tax benefits as of December 31, 2017 and 2016 was nil . The Company accrues interest and penalties related to unrecognized tax benefits as a component of the Company's provision for income taxes. As of December 31, 2017 and 2016 , the Company had no accrued interest expense or penalties. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company leases a portion of its equipment, office space, computer equipment and vehicles under leases which expire at various dates. Minimum future operating lease obligations as of December 31, 2017 , were as follows (in thousands): Operating Leases 2018 $ 8,842 2019 5,836 2020 3,301 2021 2,073 2022 1,321 Thereafter 4,394 $ 25,767 Rental expense under operating leases was $9.1 million , $10.2 million and $11.3 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. In the ordinary course of conducting its business, the Company becomes involved in litigation and other claims from private party actions, as well as judicial and administrative proceedings involving governmental authorities at the federal, state and local levels. During the preceding three years, a number of lawsuits were filed in Federal Court, against the Company and or one of its subsidiaries, by current and former employees alleging violations of the Fair Labor Standards Act (“FLSA”). The plaintiffs seek damages and penalties for the Company’s alleged failure to: properly classify its field service employees as “non-exempt” under the FLSA; and pay them on an hourly basis (including overtime). The plaintiffs are seeking recovery on their own behalf as well as on behalf of a class of similarly situated employees. Settlement of the class action against the Company was approved and a judgment was entered November 19, 2015 . The Company has settled the vast majority of these claims and is evaluating potential settlements for the remaining individual plaintiffs’ claims which are not expected to be significant. The Company is a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of the Company's products or operations. Some of these claims relate to matters occurring prior to our acquisition of businesses, and some relate to businesses the Company has sold. In certain cases, we are entitled to indemnification from the sellers of businesses and, in other cases, the Company has indemnified the buyers of businesses from us. Although the Company can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on the Company, we believe that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by indemnity or insurance, will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. |
Stock-Based and Deferred Compen
Stock-Based and Deferred Compensation Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based and Deferred Compensation Plans | Stock-Based and Deferred Compensation Plans The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of service-based restricted stock awarded is determined by the quoted market price of the Company’s common stock on the date of grant. The fair value of performance-based restricted awarded in 2017 and 2016 was valued using a Monte Carlo simulation model due to the inclusion of performance metrics that are not based solely on the performance of our Company’s common stock. The fair value of stock option awards is estimated using option-pricing models. The resulting cost, net of estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period. Stock-based compensation pre-tax expense recognized in the years ended December 31, 2017 , 2016 and 2015 totaled $23.0 million , $21.3 million and $21.8 million , respectively. Restricted Stock Awards The restricted stock program consists of a combination of service-based restricted stock and performance-based restricted stock. The number of performance-based restricted shares ultimately issued under the program is dependent upon our achievement of a predefined specific performance measures generally measured over a three-year period. The performance measure for the 2017 and 2016 awards are relative total stockholder return compared to a peer group of companies while the performance measure specified for the 2015 awards was average after-tax return on invested capital. The 2015 performance metric threshold was not achieved and no performance-based equity was earned for this award. In the event the predefined targets are exceeded for any performance-based award, additional shares up to a maximum of 200% of the target award may be granted. Conversely, if actual performance falls below the predefined target, the number of shares vested is reduced. If the actual performance falls below the threshold performance level, no restricted shares will vest. The time-based restricted stock generally vest on a straight-line basis over their term, which is generally three to four years . The following table presents the changes of restricted stock awards and related information for 2017 : Service-based Restricted Stock Performance-based Restricted Stock Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Total Number of Restricted Shares Unvested, December 31, 2016 1,140,489 $ 35.07 157,925 $ 39.95 1,298,414 Granted 475,874 39.49 74,758 62.66 550,632 Performance adjustment — — (73,130 ) 42.29 (73,130 ) Vested (477,798 ) 36.71 — — (477,798 ) Forfeited (50,046 ) 36.48 — — (50,046 ) Unvested, December 31, 2017 1,088,519 36.22 159,553 49.52 1,248,072 The total fair value of restricted stock awards vested in 2017 , 2016 and 2015 was $17.5 million , $11.8 million , and $18.9 million , respectively. As of December 31, 2017 , there was $27.4 million of total compensation costs related to nonvested restricted stock awards not yet recognized, which is expected to be recognized over a weighted average vesting period of 1.5 years . At December 31, 2017 , approximately 871 thousand shares were available for future grant under the Equity Participation Plan. Stock Options The Company has not awarded stock options since 2015. The fair value of historical option grants were estimated on the date of grant using a Black Scholes Merton option pricing model. The fair value of options awarded in 2015 was calculated using the following assumptions: a risk-free weighted interest rate of 1.2% , a dividend yield of 0% , an expected life of 4.3 years and expected volatility of 37% . The following table presents the changes in stock options outstanding and related information for the year ended December 31, 2017 : Options Weighted Average Exercise Price Weighted Average Contractual Life (years) Aggregate Intrinsic Value (thousands) Outstanding Options, December 31, 2016 715,095 $ 49.11 6.2 $ — Exercised — — Forfeited/Expired (21,818 ) 51.48 Outstanding Options, December 31, 2017 693,277 49.04 5.2 — Exercisable Options, December 31, 2017 594,494 $ 49.03 5.0 $ — The weighted average fair value of options granted during 2015 was $13.32 per share. All options awarded in 2015 had a term of ten years and were granted with exercise prices at the grant date closing market price. The total intrinsic value of options exercised during 2016 and 2015 were $0.4 million and $12.4 million , respectively. Cash received by the Company from option exercises during 2016 and 2015 totaled $0.4 million and $5.9 million , respectively. The tax benefit realized for the tax deduction from stock options exercised during 2016 and 2015 totaled $0.1 million and $6.5 million , respectively. The following table summarizes information for stock options outstanding as of December 31, 2017 : Options Outstanding Options Exercisable Range of Exercise Prices Options Outstanding Weighted Average Contractual Life (years) Weighted Average Exercise Price Options Exercisable Weighted Average Exercise Price $41.49 – $46.78 375,801 5.2 $ 44.70 318,303 $ 45.14 $49.33 – $49.33 150,486 4.1 49.33 150,486 49.33 $58.54 – $58.54 166,990 6.1 58.54 125,705 58.54 693,277 5.2 49.04 594,494 49.03 Deferred Compensation Plan The Company maintains a nonqualified deferred compensation plan (the "Deferred Compensation Plan") that permits eligible employees and directors to elect to defer the receipt of all or a portion of their directors’ fees and/or salary and annual bonuses. Employee contributions to the Deferred Compensation Plan are matched by the Company at the same percentage as if the employee was a participant in the Company's 401(k) Retirement Plan and was not subject to the IRS limitations on match-eligible compensation. The Deferred Compensation Plan also permits the Company to make discretionary contributions to any employee's account, although none have been made to date. Directors' contributions are not matched by the Company. Since inception of the plan, this discretionary contribution provision has been limited to a matching of the participants' contributions on a basis equivalent to matching permitted under the Company's 401(k) Retirement Savings Plan. The vesting of contributions to the participants’ accounts is also equivalent to the vesting requirements of the Company's 401(k) Retirement Savings Plan. The Deferred Compensation Plan does not have dollar limits on tax-deferred contributions. The assets of the Deferred Compensation Plan are held in a Rabbi Trust (the “Trust”) and, therefore, are available to satisfy the claims of the Company's creditors in the event of bankruptcy or insolvency of the Company. Participants have the ability to direct the Plan Administrator to invest the assets in their individual accounts, including any discretionary contributions by the Company, in over 30 preapproved mutual funds held by the Trust which cover a variety of securities and mutual funds. In addition, participants currently have the right to request that the Plan Administrator re-allocate the portfolio of investments (i.e. cash or mutual funds) in the participants' individual accounts within the Trust. Company contributions are in the form of cash. Distributions from the plan are generally made upon the participants' termination as a director and/or employee, as applicable, of the Company. Participants receive payments from the Deferred Compensation Plan in cash. As of December 31, 2017 , Trust assets totaled $21.0 million , the majority of which is classified as “Other noncurrent assets” in the Company’s consolidated balance sheet. The fair value of the investments was based on quoted market prices in active markets (a Level 1 fair value measurement). Amounts payable to the plan participants at December 31, 2017 , including the fair value of the shares of the Company's common stock that are reflected as treasury stock, was $21.2 million and is classified as "Other noncurrent liabilities" in the consolidated balance sheet. The Company accounts for the Deferred Compensation Plan in accordance with current accounting standards regarding the accounting for deferred compensation arrangements where amounts earned are held in a Rabbi Trust and invested. Increases or decreases in the value of the Trust assets, exclusive of the shares of common stock of the Company held by the trust, have been included as compensation adjustments in the consolidated statements of operations. Increases or decreases in the fair value of the deferred compensation liability, including the shares of common stock of the Company held by the Trust, while recorded as treasury stock, are also included as compensation adjustments in the consolidated statements of operations. |
Segments and Related Informatio
Segments and Related Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments and Related Information | Segments and Related Information For the periods presented, the Company operated through two reportable segments: Well Site Services and Offshore/Manufactured Products. The Company's reportable segments represent strategic business units that offer different products and services. They are managed separately because each business requires different technologies and marketing strategies. Acquisitions have been direct extensions to our business segments. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. See Note 18 , "Subsequent Events," for discussion of the GEODynamics Acquisition completed on January 12, 2018. The Well Site Services segment provides a broad range of equipment and services that are used to drill for, establish and maintain the flow of oil and natural gas from a well throughout its life cycle. In this segment, our operations primarily include completion-focused equipment and services as well as land drilling services. Our Completion Services operations provide solutions to our customers using our completion tools and highly-trained personnel throughout our service offerings which include: wireline support, frac stacks, isolations tools, extended reach tools, ball launchers, well testing operations, thru tubing activity and sand control. Drilling Services provides land drilling services for shallow to medium depth wells in West Texas and the Rocky Mountain region of the United States. Separate business lines within the Well Site Services segment have been disclosed to provide additional detail with respect to its operations. Substantially all of the revenue generated by the Well Site Services segment are classified as service revenue in the consolidated statement of operations. The Offshore/Manufactured Products segment designs, manufactures and markets capital equipment utilized on floating production systems, subsea pipeline infrastructure, and offshore drilling rigs and vessels, along with short-cycle and other products. Driven principally by longer-term customer investments for offshore oil and natural gas projects, “project-driven product” revenues include: flexible bearings, advanced connector systems, high-pressure riser systems, deepwater mooring systems, cranes, subsea pipeline products and blow-out preventer stack integration. “Short-cycle products” manufactured by the segment include: valves, elastomers and other specialty products generally used in the land-based drilling and completion markets. “Other products,” manufactured and offered by the segment, include a variety of products for use in industrial, military and other applications outside the oil and gas industry. The segment also offers a broad line of complementary, value-added services including: specialty welding, fabrication, cladding and machining services, offshore installation services, and inspection and repair services. Corporate information includes corporate expenses, including those related to corporate governance, stock-based compensation and other infrastructure support, as well as impacts from corporate-wide decisions for which the individual operating units are not being evaluated. Financial information by business segment for each of the three years ended December 31, 2017 , 2016 and 2015 , is summarized in the following table (in thousands). Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets 2017 Well Site Services - Completion Services $ 234,252 $ 63,528 $ (45,169 ) $ 17,303 $ 424,309 Drilling Services 54,462 18,513 (13,909 ) 3,529 72,876 Total Well Site Services 288,714 82,041 (59,078 ) 20,832 497,185 Offshore/Manufactured Products 381,913 24,596 38,155 13,484 760,079 Corporate — 1,030 (52,949 ) 855 44,247 Total $ 670,627 $ 107,667 $ (73,872 ) $ 35,171 $ 1,301,511 2016 Well Site Services - Completion Services $ 163,060 $ 70,031 $ (83,636 ) $ 10,418 $ 467,387 Drilling Services 22,594 23,366 (24,239 ) 962 78,081 Total Well Site Services 185,654 93,397 (107,875 ) 11,380 545,468 Offshore/Manufactured Products 508,790 24,205 87,084 17,515 810,464 Corporate — 1,118 (48,492 ) 794 27,966 Total $ 694,444 $ 118,720 $ (69,283 ) $ 29,689 $ 1,383,898 2015 Well Site Services - Completion Services $ 308,077 $ 75,612 $ (26,280 ) $ 55,336 $ 525,012 Drilling Services 67,782 26,889 (17,866 ) 12,097 103,156 Total Well Site Services 375,859 102,501 (44,146 ) 67,433 628,168 Offshore/Manufactured Products 724,118 27,416 146,389 46,615 930,871 Corporate — 1,340 (47,237 ) 690 37,432 Total $ 1,099,977 $ 131,257 $ 55,006 $ 114,738 $ 1,596,471 The following table provides supplemental revenue information for the Offshore/Manufactured Products segment for the three years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Project-driven products $ 126,960 $ 296,368 $ 433,056 Short-cycle products 147,463 88,291 100,355 Other products and services 107,490 124,131 190,707 $ 381,913 $ 508,790 $ 724,118 One customer individually accounted for 16% of the Company's consolidated revenues and whose receivables individually accounted for 13% of the Company's consolidated accounts receivable in the year ended December 31, 2017 . No customer accounted for more than 10% of the Company's revenues or accounts receivable in the years ended December 31, 2016 and 2015 . Operating income (loss) excludes equity in net income of unconsolidated affiliates, which is immaterial and not reported separately herein. Financial information by geographic location for each of the three years ended December 31, 2017 , 2016 and 2015 , is summarized below (in thousands). Revenues are attributable to countries based on the location of the entity selling the products or performing the services and include export sales. Long-lived assets are attributable to countries based on the physical location of the operations and its operating assets and do not include intercompany balances. United States United Kingdom Singapore Other Total 2017 Revenues from unaffiliated customers $ 548,854 $ 59,909 $ 23,398 $ 38,466 $ 670,627 Long-lived assets 660,271 80,189 25,930 77,109 843,499 2016 Revenues from unaffiliated customers $ 493,615 $ 111,565 $ 34,577 $ 54,687 $ 694,444 Long-lived assets 729,699 65,675 23,972 74,454 893,800 2015 Revenues from unaffiliated customers $ 797,762 $ 170,536 $ 66,305 $ 65,374 $ 1,099,977 Long-lived assets 817,797 74,082 26,462 66,619 984,960 |
Valuation Allowances
Valuation Allowances | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation Allowances | Valuation Allowances Activity in the valuation accounts was as follows (in thousands): Balance at Beginning of Period Charged to Costs and Expenses Deductions (net of recoveries) Translation and Other, Net Balance at End of Period Year Ended December 31, 2017: Allowance for doubtful accounts receivable $ 8,510 $ 339 $ (1,669 ) $ 136 $ 7,316 Allowance for excess, damaged or obsolete inventory 14,849 2,494 (1,844 ) 150 15,649 Valuation allowance on deferred tax assets 7,033 30,772 — 99 37,904 Year Ended December 31, 2016: Allowance for doubtful accounts receivable $ 6,888 $ 2,275 $ (400 ) $ (253 ) $ 8,510 Allowance for excess, damaged or obsolete inventory 12,898 4,916 (2,756 ) (209 ) 14,849 Valuation allowance on deferred tax assets 3,970 2,279 — 784 7,033 Year Ended December 31, 2015: Allowance for doubtful accounts receivable $ 7,125 $ 195 $ (187 ) $ (245 ) $ 6,888 Allowance for excess, damaged or obsolete inventory 9,876 5,487 (2,395 ) (70 ) 12,898 Valuation allowance on deferred tax assets — 3,970 — — 3,970 |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) The following table summarizes quarterly financial information for 2017 and 2016 (in thousands, except per share amounts): First Quarter (2) Second Quarter (3) Third Quarter (4) Fourth Quarter (5) 2017 Revenues $ 151,467 $ 171,402 $ 164,048 $ 183,710 Gross profit (1) 32,555 39,554 34,859 42,904 Net loss from continuing operations (17,678 ) (14,246 ) (15,031 ) (37,895 ) Basic and diluted net loss per share from continuing operations (0.35 ) (0.28 ) (0.30 ) (0.76 ) 2016 Revenues $ 169,655 $ 175,849 $ 179,006 $ 169,934 Gross profit (1) 40,840 39,449 43,240 44,144 Net loss from continuing operations (13,236 ) (11,705 ) (10,818 ) (10,627 ) Basic and diluted net loss per share from continuing operations (0.26 ) (0.23 ) (0.22 ) (0.21 ) (1) Represents "product and service revenues" less "product and service costs" included in the Company's consolidated statements of operations. (2) During the first quarter of 2017 and 2016, the Company recognized $0.8 million (pre-tax) and $1.6 million (pre-tax), respectively, of severance and other downsizing charges. (3) During the second quarter of 2017 and 2016, the Company recognized $0.8 million (pre-tax) and $1.1 million (pre-tax), respectively, of severance and other downsizing charges. (4) During the third quarter of 2017 , the Company’s results of operations were adversely affected by Hurricane Harvey with lower revenues and under-absorption of manufacturing facility costs, primarily in its Offshore/Manufactured Products segment, and some field-level downtime due to employee dislocations resulting from the storm. During the third quarter of 2017, the Company also recognized $0.4 million (pre-tax) of severance and other downsizing charges and $1.0 million of discrete tax charges resulting from the decision to carryback 2016 U.S. net operating losses to 2014. In the third quarter of 2016 , the Company recognized $2.0 million (pre-tax) of severance and other downsizing charges. (5) During the fourth quarter of 2017 , the Company recorded $28.2 million of discrete tax charges resulting from the Tax Reform Legislation discussed in Note 12 , "Income Taxes," and $1.4 million (pre-tax) of acquisition related expenses. In the fourth quarter of 2016 , the Company recognized $0.6 million (pre-tax) of severance and other downsizing charges. Amounts are calculated independently for each of the quarters presented. Therefore, the sum of the quarterly amounts may not equal the total calculated for the year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events GEODynamics Acquisition On January 12, 2018, the Company acquired GEODynamics for a purchase price consisting of (i) $295 million in cash (net of cash acquired), which we funded through borrowings under the Company's Revolving Credit Facility, (ii) approximately 8.66 million shares of the Company's common stock (having a market value of approximately $295 million as of the closing date) and (iii) an unsecured $25 million promissory note that bears interest at 2.5% per annum and matures on July 12, 2019 (the “GEODynamics Acquisition”). For the years ended December 31, 2017 and 2016, GEODynamics generated $166.4 million and $72.1 million of revenues, respectively, and $24.4 million and $0.1 million of net income, respectively. With respect to the approximately 8.66 million shares of the Company's common stock issued in the GEODynamics Acquisition, the Company also entered into a registration rights agreement pursuant to which it agreed, among other things, to (i) file and make effective a registration statement registering the resale of such shares, (ii) facilitate up to two underwritten offerings for such selling stockholders, (iii) facilitate certain block trades for such selling stockholders and (iv) provide certain piggyback registration rights to such selling stockholders. We filed a shelf registration statement for the resale of shares in accordance with the agreement on January 19, 2018. The GEODynamics Acquisition will be accounted for using the acquisition method of accounting. The following table summarizes the Company's preliminary estimates of the fair value of assets acquired and liabilities assumed in the acquisition, based on GEODynamics' historical balance sheet as of December 31, 2017 (in thousands): Accounts receivable, net $ 35,848 Inventories, net 36,248 Property, plant and equipment 25,769 Intangible assets: Customer relationships (weighted-average life of 20 years) 100,000 Patents/Technology/Know-how (weighted-average life of 17 years) 47,000 Tradenames (weighted-average life of 20 years) 34,000 Noncompete agreements (weighted-average life of 3 years) 18,000 Other assets 1,194 Accounts payable and accrued liabilities (17,329 ) Deferred income taxes (46,940 ) Other liabilities (3,793 ) Total identifiable net assets 229,997 Goodwill 385,210 Total net assets $ 615,207 Consideration consists of: Cash, net of cash acquired $ 295,297 Oil States common stock 294,910 Promissory note 25,000 Total consideration $ 615,207 The Company has not completed the purchase price allocation and these preliminary estimates are subject to revision. The final purchase price allocation will be determined when the Company has finalized the January 12, 2018 balance sheet of GEODynamics and completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation. The final allocation may include (1) changes in identifiable net assets, (2) changes in allocations to intangible assets such as tradenames, patents/technology/know-how and customer relationships as well as goodwill, (3) changes in fair values of property, plant and equipment and (4) other changes to assets and liabilities. Supplemental Unaudited Pro Forma Financial Information The following supplemental unaudited pro forma results of operations data gives pro forma effect to the consummation of the GEODynamics Acquisition as if it had occurred on January 1, 2016. The supplemental unaudited pro forma financial information was prepared based on historical financial information, adjusted to give pro forma effect to purchase accounting adjustments, interest expense, and related tax effects, among others. The supplemental pro forma financial information is unaudited and may not reflect what combined operations would have been were the acquisition to have occurred on January 1, 2016. As such, it is presented for informational purposes only (in thousands): Year ended December 31, 2017 2016 Revenue $ 837,066 $ 766,534 Net loss (78,865 ) (65,909 ) Diluted loss per share (1.34 ) (1.12 ) This supplemental unaudited pro forma results of operations data reflects adjustments required for business combinations and is based upon, among other things, preliminary estimates of the fair value of assets acquired and liabilities assumed and certain assumptions that the Company believes are reasonable. Revisions to the preliminary estimates of fair value may have a significant impact on the pro forma amounts of depreciation and amortization expense and income tax benefit. Issuance of 1.50% Convertible Senior Notes On January 30, 2018, the Company issued $200 million aggregate principal amount of its 1.50% convertible senior notes due 2023 (the "Notes") pursuant to an indenture, dated as of January 30, 2018 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee. Net proceeds, after deducting discounts and expenses, were approximately $194.0 million . The Company used the net proceeds to repay a portion of the outstanding borrowings under the Revolving Credit Facility. The Notes bear interest at a rate of 1.50% per year until maturity. Interest is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2018. In addition, additional interest and special interest may accrue on the Notes under certain circumstances as described in the Indenture. The Notes will mature on February 15, 2023, unless earlier repurchased, redeemed or converted. The initial conversion rate is 22.2748 shares of the Company's common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $44.89 per share of common stock). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the Indenture. Noteholders may convert their Notes, at their option, upon certain circumstances as described in the Indenture. The Company will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at the Company's election, based on the applicable conversion rate(s). If the Company elects to deliver cash or a combination of cash and shares of common stock, then the consideration due upon conversion will be based on a defined observation period. The Notes will be redeemable, in whole or in part, at the Company's option at any time, and from time to time, on or after February 15, 2021, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of common stock exceeds 130% of the conversion price on each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. If specified change in control events involving the Company as defined in the Indenture occur, then noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. Amendment and Restatement of Credit Agreement The Company amended and restated our Credit Agreement on January 30, 2018 (the “Amended Credit Agreement”), to extend the maturity of Revolving Credit Facility to January 2022, permit the issuance of the Notes discussed above and provide for up to $350 million in borrowing capacity (the "Amended Revolving Credit Facility"). Under the Amended Revolving Credit Facility, $50 million is available for the issuance of letters of credit. Amounts outstanding under the Company's Amended Revolving Credit Facility bear interest at LIBOR plus a margin of 1.75% to 3.00% , or at a base rate plus a margin of 0.75% to 2.00% , in each case based on a ratio of the Company's total net funded debt to consolidated EBITDA (as defined in the Amended Credit Agreement). The Company must also pay a quarterly commitment fee of 0.25% to 0.50% , based on the Company's ratio of total net funded debt to consolidated EBITDA, on the unused commitments under the Amended Credit Agreement. The Amended Credit Agreement contains customary financial covenants and restrictions. Specifically, the Company must maintain an interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.0 to 1.0, a maximum senior secured leverage ratio, defined as the ratio of senior secured debt to consolidated EBITDA, of no greater than 2.25 to 1.0 and a total net leverage ratio, defined as the ratio of total net funded debt to consolidated EBITDA, of no greater than 4.0 to 1.0 through the fiscal quarter ending December 31, 2018 and no greater than 3.75 to 1.0 thereafter. The financial covenants will give pro forma effect to the issuance of the Notes, the acquired businesses and the impact of annualized EBITDA for the acquired businesses for the fiscal quarters ending March 31, 2018 and June 30, 2018. As of January 31, 2018, the Company had $97.0 million outstanding under the Amended Revolving Credit Facility and an additional $21.2 million of outstanding letters of credit. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, investments, receivables, payables, debt and foreign currency forward contracts. The Company believes that the carrying values of these instruments on the accompanying consolidated balance sheets approximate their fair values. |
Inventories | Inventories Inventories consist of oilfield products, manufactured equipment, spare parts for manufactured equipment, and work-in-process. Inventories also include raw materials, labor, subcontractor charges, manufacturing overhead and other supplies and are carried at the lower of cost or market. The cost of inventories is determined on an average cost or specific-identification method. A reserve for excess, damaged and/or obsolete inventory is maintained based on the age, turnover or condition of the inventory. |
Property, Plant and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at cost or at estimated fair market value at acquisition date if acquired in a business combination, and depreciation is computed, for assets owned or recorded under capital lease, using the straight-line method, after allowing for salvage value where applicable, over the estimated useful lives of the assets. We use the component depreciation method for our Drilling Services assets. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the statements of operations. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price paid for acquired businesses over the allocated fair value of the related net assets after impairments, if applicable. We evaluate goodwill for impairment annually and when an event occurs or circumstances change to suggest that the carrying amount may not be recoverable. Our reporting units with goodwill as of December 31, 2017 include Offshore/Manufactured Products and Completion Services. In our evaluation of goodwill, each reporting unit with goodwill on its balance sheet is assessed separately and different relevant events and circumstances are evaluated for each unit. We estimate the fair value of each reporting unit and compare that fair value to its book carrying value. We utilize, depending on circumstances, a combination of trading multiples analyses, discounted projected cash flow calculations with estimated terminal values and acquisition comparables. We discount our projected cash flows using a long-term weighted average cost of capital for each reporting unit based on our estimate of investment returns that would be required by a market participant. As part of our process to assess goodwill for impairment, we also compare the total market capitalization of the Company to the sum of the fair values of all of our reporting units to assess the reasonableness of the aggregated fair values. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered to be impaired and an impairment loss is recorded. In the past three years, our goodwill impairment tests indicated that the fair value of each of our reporting units is greater than its carrying amount. For other intangible assets that we amortize, we review the useful life of the intangible asset and evaluate each reporting period whether events and circumstances warrant a revision to the remaining useful life. Based on the Company’s review, the carrying values of its other intangible assets are recoverable, and no impairment losses have been recorded for the periods presented. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The recoverability of the carrying values of long-lived assets at the asset group level, including finite-lived intangible assets, is assessed whenever, in management's judgment, events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable based on estimated future cash flows. If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized. The impairment loss equals the excess of the carrying value over the fair value of the asset group. The fair value of the asset group is based on prices of similar assets, if available, or discounted cash flows. |
Foreign Currency and Other Comprehensive Loss, Currency Exchange Rate Risk | Foreign Currency and Other Comprehensive Loss Gains and losses resulting from balance sheet translation of international operations where the local currency is the functional currency are included as a separate component of accumulated other comprehensive loss within stockholders' equity representing substantially all of the balances within accumulated other comprehensive loss. Remeasurements of intercompany advances denominated in a currency other than the functional currency of the entity that are of a long-term investment nature are recognized as a component of other comprehensive loss within stockholders’ equity. Gains and losses resulting from balance sheet remeasurements of assets and liabilities denominated in a different currency than the functional currency, other than intercompany advances that are of a long-term investment nature, are included in the consolidated statements of operations within "other operating (income) expense, net" as incurred. Currency Exchange Rate Risk A portion of revenues, earnings and net investments in operations outside the United States are exposed to changes in currency exchange rates. We seek to manage our currency exchange risk in part through operational means, including managing expected local currency revenues in relation to local currency costs and local currency assets in relation to local currency liabilities. In order to reduce our exposure to fluctuations in currency exchange rates, we may enter into currency exchange agreements with financial institutions. |
Revenue and Cost Recognition | Revenue and Cost Recognition Revenue from the sale of products, not accounted for utilizing the percentage-of-completion method, is recognized when delivery to and acceptance by the customer has occurred, when title and all significant risks of ownership have passed to the customer, collectability is probable and pricing is fixed and determinable. Our product sales terms do not include significant post-performance obligations. For significant projects, revenues are recognized under the percentage-of-completion method, measured by the percentage of costs incurred to date compared to estimated total costs for each contract (cost-to-cost method). Billings on such contracts in excess of costs incurred and estimated profits are classified as deferred revenue. Costs incurred and estimated profits in excess of billings on percentage-of-completion contracts are recognized as unbilled receivables. Management believes this method is the most appropriate measure of progress on large contracts. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Factors that may affect future project costs and margins include weather, production efficiencies, availability and costs of labor, materials and subcomponents. These factors can significantly impact the accuracy of the Company’s estimates and materially impact the Company’s future reported earnings. In our Well Site Services segment, revenues are recognized based on a periodic (usually daily) rate or when the services are rendered. Proceeds from customers for the cost of oilfield rental equipment that is damaged or lost downhole are reflected as gains or losses on the disposition of assets after considering the write-off of the remaining net book value of the equipment. For Drilling Services contracts based on footage drilled, we recognize revenues as footage is drilled. Revenues exclude taxes assessed based on revenues such as sales or value added taxes. See Note 4 , "Recent Accounting Pronouncements," for discussion with respect to the Company's adoption of new guidance on recognition of revenue from contracts with customers on January 1, 2018. Cost of goods sold includes all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs. Selling, general and administrative costs are charged to expense as incurred. |
Income Taxes | Income Taxes The Company follows the liability method of accounting for income taxes in accordance with current accounting standards regarding the accounting for income taxes. Under this method, deferred income taxes are recorded based upon the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect at the time the underlying assets or liabilities are recovered or settled. As further discussed in Note 12 , "Income Taxes," on December 22, 2017, legislation commonly known as the Tax Cuts and Jobs Act ("Tax Reform Legislation") was signed into law which enacts significant changes to U.S. tax and related laws, including certain key U.S. federal income tax provisions applicable to oilfield service and manufacturing companies such as the Company. U.S. state or other regulatory bodies have not finalized potential changes to existing laws and regulations which may result from the new U.S. tax and related laws. In accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin No. 118 (“SAB No. 118”), the Company has recorded provisional estimates to reflect the effect of the provisions of the recently enacted U.S. tax and related laws on the Company’s income tax assets and liabilities as of December 31, 2017. The Company continues to collect additional information to support and refine its calculations of the impact of these changes on its operations and its recorded income tax assets and liabilities, which may result in adjustments through December 2018 as allowed under SAB No. 118. Prior to December 22, 2017, the majority of the Company's earnings from international subsidiaries were considered to be indefinitely reinvested outside of the United States and no provision for U.S. income taxes was made for these earnings. However, certain historical foreign earnings were not considered to be indefinitely reinvested outside of the United States and were subject to U.S income tax as earned. If any of the Company's subsidiaries distributed earnings in the form of dividends or otherwise, the Company generally was subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries. During 2016 , we repatriated $20.1 million from our international subsidiaries which was used to reduce outstanding borrowings under our Revolving Credit Facility. As of December 31, 2017, the Company’s total investment in foreign subsidiaries is considered to be permanently reinvested, except for cumulative foreign earnings deemed repatriated under the Tax Reform Legislation. The Company records a valuation allowance in the reporting period when management believes that it is more likely than not that any deferred tax asset created will not be realized. This assessment requires analysis of changes in tax laws, available positive and negative evidence, including losses in recent years, reversals of temporary differences, forecasts of future income, assessment of future business assumptions and tax planning strategies. During 2017 and 2016 , we recorded valuation allowances primarily with respect to net operating loss carryforwards of certain of our operations outside the United States. As a result of changes in U.S. tax laws in 2017, we recorded a valuation allowance with respect to our foreign tax credit carryforwards during the fourth quarter of 2017. The calculation of our tax liabilities involves assessing uncertainties regarding the application of complex tax regulations. We recognize liabilities for tax expenses based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. |
Receivables and Concentration of Credit Risk | Receivables and Concentration of Credit Risk Based on the nature of its customer base, the Company does not believe that it has any significant concentrations of credit risk other than its concentration in the worldwide oil and gas industry. Note 15 , "Segments and Related Information," provides further information with respect to the Company's geographic revenues and significant customers. The Company evaluates the credit-worthiness of its significant, new and existing customers' financial condition and, generally, the Company does not require significant collateral from its customers. |
Allowances for Doubtful Accounts | Allowances for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company's customers to make required payments. If a trade receivable is deemed to be uncollectible, such receivable is charged-off against the allowance for doubtful accounts. The Company considers the following factors when determining if collection of revenue is reasonably assured: customer credit-worthiness, past transaction history with the customer, customer solvency and changes in customer payment terms. If the Company has no previous experience with the customer, the Company typically obtains reports from various credit organizations to ensure that the customer has a history of paying its creditors. The Company may also request financial information, including financial statements or other documents to ensure that the customer has the means of making payment. If these factors do not indicate collection is reasonably assured, the Company may require a prepayment or other arrangement to support revenue recognition and recording of a trade receivable. If the financial condition of the Company's customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. |
Earnings per Share | Earnings per Share Diluted earnings per share (“EPS”) amounts include the effect of the Company's outstanding stock options and restricted stock shares under the treasury stock method. We have shares of restricted stock issued and outstanding, which remain subject to vesting requirements. Holders of such shares of unvested restricted stock are entitled to the same liquidation and dividend rights as the holders of our outstanding common stock and are thus considered participating securities. Under applicable accounting guidance, the undistributed earnings, if any, for each period are allocated based on the participation rights of both the common stockholders and holders of any participating securities as if earnings for the respective periods had been distributed. Because both the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. Further, we are required to compute earnings per share amounts under the two class method in periods in which we have earnings. The presentation of basic EPS amounts on the face of the accompanying consolidated statements of operations is computed by dividing the net income (loss) applicable to the Company’s common stockholders by the weighted average shares of outstanding common stock. The calculation of diluted EPS is similar to basic EPS, except that the denominator includes dilutive common stock equivalents and the income included in the numerator excludes the effects of the impact of dilutive common stock equivalents, if any. |
Stock-Based Compensation | Stock-Based Compensation The fair value of share-based payments is estimated using the quoted market price of the Company’s common stock and pricing models as of the date of grant as further discussed in Note 14 , "Stock-Based and Deferred Compensation Plans." The resulting cost, net of estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period. In addition to service-based awards, the Company issues performance-based awards, which are conditional based upon Company performance and may vest in an amount that will depend on the Company’s achievement of specified performance objectives. |
Guarantees | Guarantees Some product sales in our Offshore/Manufactured Products businesses are sold with an assurance warranty, generally ranging from 12 to 18 months. Parts and labor are covered under the terms of the warranty agreement. Warranty provisions are estimated based upon historical experience by product, configuration and geographic region. During the ordinary course of business, the Company also provides standby letters of credit or other guarantee instruments to certain parties as required for certain transactions initiated by either the Company or its subsidiaries. As of December 31, 2017 , the maximum potential amount of future payments that the Company could be required to make under these guarantee agreements (letters of credit) was $21.2 million . The Company has not recorded any liability in connection with these guarantee arrangements. The Company does not believe, based on historical experience and information currently available, that it is likely that any amounts will be required to be paid under these guarantee arrangements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of a few such estimates include revenue and income recognized on the percentage-of-completion method, valuation allowances recorded on deferred tax assets, reserves on inventory, allowances for doubtful accounts, warranty obligations and potential future adjustments related to contractual agreements. Actual results could materially differ from those estimates. |
Accounting for Contingencies | Accounting for Contingencies We have contingent liabilities and future claims for which we have made estimates of the amount of the eventual cost to liquidate these liabilities or claims. These liabilities and claims sometimes involve threatened or actual litigation where damages have been quantified and we have made an assessment of our exposure and recorded a provision in our accounts to cover an expected loss. Other claims or liabilities have been estimated based on their fair value or our experience in these matters and, when appropriate, the advice of outside counsel or other outside experts. Upon the ultimate resolution of these uncertainties, our future reported financial results will be impacted by the difference between our estimates and the actual amounts paid to settle a liability. Examples of areas where we have made important estimates of future liabilities include income taxes, litigation, insurance claims, warranty claims, contractual claims and obligations and discontinued operations. |
Discontinued Operations | Discontinued Operations Net income (loss) from discontinued operations includes immaterial amounts in 2016 and 2015 related to the Company’s former accommodations business which was spun-off into a stand-alone, publicly-traded corporation in 2014 and its tubular services business which was sold in 2013. No components of our business have been disposed of or classified as held for sale subsequent to 2014. |
Details of Selected Balance S27
Details of Selected Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Details of Selected Balance Sheet Accounts [Abstract] | |
Schedule of Accounts Receivable | Additional information regarding selected balance sheet accounts as of December 31, 2017 and 2016 is presented below (in thousands): 2017 2016 Accounts receivable, net: Trade $ 153,912 $ 173,087 Unbilled revenue 62,833 64,564 Other 6,710 5,372 Total accounts receivable 223,455 243,023 Allowance for doubtful accounts (7,316 ) (8,510 ) $ 216,139 $ 234,513 |
Schedule of Inventory | 2017 2016 Inventories, net: Finished goods and purchased products $ 82,990 $ 87,241 Work in process 30,689 30,584 Raw materials 70,255 72,514 Total inventories 183,934 190,339 Allowance for excess, damaged and/or obsolete inventory (15,649 ) (14,849 ) $ 168,285 $ 175,490 |
Prepaid Expenses and Other Current Assets | 2017 2016 Prepaid expenses and other current assets: Income taxes receivable $ 5,927 $ 430 Prepayments to vendors 2,962 877 Prepaid insurance 5,007 3,738 Prepaid non-income taxes 401 1,650 Other 3,757 4,479 $ 18,054 $ 11,174 |
Property, Plant and Equipment | Estimated Useful Life (in years) 2017 2016 Property, plant and equipment, net: Land $ 35,808 $ 31,683 Buildings and leasehold improvements 2 – 40 235,330 227,642 Machinery and equipment 1 – 28 458,458 455,873 Completion Services equipment 2 – 10 431,714 429,845 Office furniture and equipment 3 – 10 43,664 42,827 Vehicles 2 – 10 118,198 121,317 Construction in progress 34,557 27,519 Total property, plant and equipment 1,357,729 1,336,706 Accumulated depreciation (858,839 ) (783,304 ) $ 498,890 $ 553,402 |
Schedule of Other Noncurrent Assets | 2017 2016 Other noncurrent assets: Deferred compensation plan $ 20,988 $ 18,772 Deferred income taxes 519 120 Other 6,903 5,512 $ 28,410 $ 24,404 |
Schedule of Accrued Liabilities | 2017 2016 Accrued liabilities: Accrued compensation $ 25,794 $ 23,131 Insurance liabilities 6,831 8,099 Accrued taxes, other than income taxes 3,591 2,461 Accrued leasehold restoration liability 838 766 Accrued product warranty reserves 654 1,113 Accrued commissions 1,335 1,305 Accrued claims 1,320 1,578 Other 5,526 6,880 $ 45,889 $ 45,333 |
Acquisitions and Supplemental28
Acquisitions and Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Components of cash used in connection with these acquisitions as reflected in the consolidated statements of cash flows for the years ended December 31, 2017 , 2016 and 2015 are summarized as follows (in thousands): 2017 2016 2015 Fair value of assets acquired including intangibles and goodwill $ 12,859 $ — $ 39,505 Liabilities assumed — — (6,026 ) Cash acquired — — (52 ) Cash used in acquisition of business $ 12,859 $ — $ 33,427 The following table summarizes the Company's preliminary estimates of the fair value of assets acquired and liabilities assumed in the acquisition, based on GEODynamics' historical balance sheet as of December 31, 2017 (in thousands): Accounts receivable, net $ 35,848 Inventories, net 36,248 Property, plant and equipment 25,769 Intangible assets: Customer relationships (weighted-average life of 20 years) 100,000 Patents/Technology/Know-how (weighted-average life of 17 years) 47,000 Tradenames (weighted-average life of 20 years) 34,000 Noncompete agreements (weighted-average life of 3 years) 18,000 Other assets 1,194 Accounts payable and accrued liabilities (17,329 ) Deferred income taxes (46,940 ) Other liabilities (3,793 ) Total identifiable net assets 229,997 Goodwill 385,210 Total net assets $ 615,207 |
Schedule of Cash Flow, Supplemental Disclosures | Cash paid during the years ended December 31, 2017 , 2016 and 2015 for interest and income taxes (net of refunds) was as follows (in thousands): 2017 2016 2015 Interest $ 4,206 $ 3,942 $ 5,629 Income taxes, net of refunds (174 ) 2,330 18,780 |
Schedule of Line of Credit Facilities | Borrowings and repayments under the revolving credit facility during the years ended December 31, 2017 , 2016 and 2015 were as follows (in thousands): 2017 2016 2015 Revolving credit facility borrowings $ 206,015 $ 211,878 $ 379,467 Revolving credit facility repayments (248,199 ) (292,552 ) (397,292 ) Revolving credit facility repayments, net $ (42,184 ) $ (80,674 ) $ (17,825 ) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the years ended December 31, 2017 and 2016 (in thousands, except per share amounts): 2017 2016 2015 Numerators: Net income (loss) from continuing operations $ (84,850 ) $ (46,386 ) $ 28,371 Less: Income attributable to unvested restricted stock awards — — (592 ) Numerator for basic net income (loss) per share from continuing operations (84,850 ) (46,386 ) 27,779 Net income (loss) from discontinued operations, net of tax — (4 ) 226 Less: Income attributable to unvested restricted stock awards — — (5 ) Numerator for basic net income (loss) per share attributable to Oil States (84,850 ) (46,390 ) 28,000 Effect of dilutive securities: Unvested restricted stock awards — — 1 Numerator for diluted net income (loss) per share attributable to Oil States $ (84,850 ) $ (46,390 ) $ 28,001 Denominators: Weighted average number of common shares outstanding 51,253 51,307 51,341 Less: Weighted average number of unvested restricted stock awards outstanding (1,114 ) (1,133 ) (1,072 ) Denominator for basic net income (loss) per share attributable to Oil States 50,139 50,174 50,269 Effect of dilutive securities: Unvested restricted stock awards — — 9 Assumed exercise of stock options — — 57 — — 66 Denominator for diluted net income (loss) per share attributable to Oil States 50,139 50,174 50,335 Basic net income (loss) per share attributable to Oil States from: Continuing operations $ (1.69 ) $ (0.92 ) $ 0.55 Discontinued operations — — 0.01 Net income (loss) $ (1.69 ) $ (0.92 ) $ 0.56 Diluted net income (loss) per share attributable to Oil States from: Continuing operations $ (1.69 ) $ (0.92 ) $ 0.55 Discontinued operations — — 0.01 Net income (loss) $ (1.69 ) $ (0.92 ) $ 0.56 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows (in thousands): Well Site Services Offshore / Manufactured Products Total Completion Services Drilling Services Subtotal Balance as of December 31, 2015 Goodwill $ 198,903 $ 22,767 $ 221,670 $ 159,412 $ 381,082 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — (117,295 ) 104,375 — 104,375 159,412 263,787 Foreign currency translation and other changes 375 — 375 (793 ) (418 ) Balance as of December 31, 2016 $ 104,750 $ — $ 104,750 $ 158,619 $ 263,369 Balance as of December 31, 2016 Goodwill $ 199,278 $ 22,767 $ 222,045 $ 158,619 $ 380,664 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — (117,295 ) 104,750 — 104,750 158,619 263,369 Goodwill acquired — — — 3,724 3,724 Foreign currency translation and other changes 353 — 353 563 916 Balance as of December 31, 2017 $ 105,103 $ — $ 105,103 $ 162,906 $ 268,009 Balance as of December 31, 2017 Goodwill $ 199,631 $ 22,767 $ 222,398 $ 162,906 $ 385,304 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — (117,295 ) $ 105,103 $ — $ 105,103 $ 162,906 $ 268,009 |
Schedule of Finite-Lived Intangible Assets | The following table presents the total gross carrying amount of intangibles and the total accumulated amortization for major intangible asset classes as of December 31, 2017 and 2016 (in thousands): As of December 31, 2017 2016 Other Intangible Assets Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer relationships $ 44,557 $ 22,661 $ 44,557 $ 19,225 Patents/Technology/Know-how 35,762 15,844 30,167 12,482 Noncompete agreements 4,899 2,799 4,358 2,216 Tradenames and other 10,801 4,450 10,801 3,214 Total other intangible assets $ 96,019 $ 45,754 $ 89,883 $ 37,137 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The following provides a summary of the more significant provisions of our Revolving Credit Facility during 2017. Through December 11, 2017 Following December 11, 2017 Interest rate on outstanding borrowings based on the Company's total leverage to EBITDA: LIBOR based borrowings LIBOR plus a margin of 1.50% to 2.50% LIBOR plus a margin of 1.75% to 3.50% Base rate-based borrowings Base rate plus a margin of 0.50% to 1.50% Base rate plus a margin of 0.75% to 2.50% Commitment fee (1) 0.375% to 0.50% 0.375% to 0.50% Significant covenants and restrictions: Minimum interest coverage ratio (2) greater than or equal to 3.0 to 1.0 greater than or equal to 3.0 to 1.0 Maximum leverage ratio (3) no greater than 3.25 to 1.0 no greater than 3.75 to 1.0 (1) Based on unused commitments under the Credit Agreement. (2) Defined as ratio of consolidated EBITDA to consolidated interest expense. (3) Defined as ratio of total debt to consolidated EBITDA. As of December 31, 2017 and 2016 , long-term debt consisted of the following (in thousands): 2017 2016 Revolving Credit Facility (1) $ — $ 40,230 Other debt and capital lease obligations 5,281 5,696 Total debt 5,281 45,926 Less: Current portion (411 ) (538 ) Total long-term debt and capitalized leases $ 4,870 $ 45,388 (1) Presented net of $2.0 million of unamortized debt issuance costs as of December 31, 2016. |
Schedule of Maturities of Long-term Debt | Scheduled maturities of total debt as of December 31, 2017 , are as follows (in thousands): 2018 $ 411 2019 429 2020 433 2021 374 2022 398 Thereafter 3,236 $ 5,281 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Activity of Common Stock Issued and Outstanding | The following table provides details with respect to changes in the number of shares of common stock, $0.01 par value, issued, held in treasury and outstanding during 2017. Issued Treasury Stock Outstanding Shares of common stock - December 31, 2016 62,295,870 10,921,509 51,374,361 Restricted stock awards, net of forfeitures 425,828 — 425,828 Shares withheld for taxes on vesting of restricted stock awards — 149,002 (149,002 ) Purchase of treasury stock — 561,765 (561,765 ) Shares of common stock - December 31, 2017 62,721,698 11,632,276 51,089,422 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Consolidated income (loss) from continuing operations before income taxes for the years ended December 31, 2017 , 2016 and 2015 consisted of the following (in thousands): 2017 2016 2015 United States $ (77,138 ) $ (113,512 ) $ (21,598 ) Foreign (274 ) 40,187 72,166 Total $ (77,412 ) $ (73,325 ) $ 50,568 |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax provision (benefit) with respect to income (loss) from continuing operations for the years ended December 31, 2017 , 2016 and 2015 consisted of the following (in thousands): 2017 2016 2015 Current: Federal $ (11,288 ) $ (534 ) $ 7,221 State 1,079 1,053 1,868 Foreign 1,305 10,148 16,281 (8,904 ) 10,667 25,370 Deferred: Federal 15,888 (34,816 ) (5,656 ) State (729 ) (2,807 ) (496 ) Foreign 1,183 17 2,979 16,342 (37,606 ) (3,173 ) Total income tax provision (benefit) $ 7,438 $ (26,939 ) $ 22,197 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. statutory tax provision (benefit) rate to the effective tax provision (benefit) rate for the years ended December 31, 2017 , 2016 and 2015 is as follows: 2017 2016 2015 U.S. statutory tax provision (benefit) rate (35.0 )% (35.0 )% 35.0 % Effect of Tax Reform Legislation 36.4 — — Effect of foreign income taxed at different rates (0.3 ) (4.3 ) (11.1 ) Valuation allowance against tax assets 4.0 3.1 8.1 Non-deductible compensation 1.0 1.1 7.6 Other non-deductible expenses 2.7 2.0 4.5 Domestic manufacturing deduction — — (2.6 ) State income taxes, net of federal benefits (1.4 ) (2.1 ) 1.3 Other, net 2.2 (1.5 ) 1.1 Effective tax provision (benefit) rate 9.6 % (36.7 )% 43.9 % |
Schedule of Deferred Tax Assets and Liabilities | The significant items giving rise to the deferred tax assets and liabilities as of December 31, 2017 and 2016 are as follows (in thousands): 2017 2016 Deferred tax assets: Foreign tax credit carryforwards $ 27,009 $ 32,548 Net operating loss carryforwards 12,692 21,871 Employee benefits 12,013 18,060 Inventory reserves 5,546 7,152 Other reserves 1,653 2,939 Allowance for doubtful accounts 1,332 2,445 Other 299 668 Gross deferred tax asset 60,544 85,683 Valuation allowance (37,904 ) (7,033 ) Net deferred tax asset 22,640 78,650 Deferred tax liabilities: Tax over book depreciation (31,535 ) (62,403 ) Intangible assets (14,153 ) (19,878 ) Accrued liabilities (856 ) (1,016 ) Deferred revenue (295 ) (268 ) Deferred tax liability (46,839 ) (83,565 ) Net deferred tax liability $ (24,199 ) $ (4,915 ) |
Schedule of Deferred Tax Reclassifications | 2017 2016 Balance sheet classification: Other non-current assets $ 519 $ 121 Deferred tax liability (24,718 ) (5,036 ) Net deferred tax liability $ (24,199 ) $ (4,915 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum future operating lease obligations as of December 31, 2017 , were as follows (in thousands): Operating Leases 2018 $ 8,842 2019 5,836 2020 3,301 2021 2,073 2022 1,321 Thereafter 4,394 $ 25,767 |
Stock-Based and Deferred Comp35
Stock-Based and Deferred Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table presents the changes of restricted stock awards and related information for 2017 : Service-based Restricted Stock Performance-based Restricted Stock Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Total Number of Restricted Shares Unvested, December 31, 2016 1,140,489 $ 35.07 157,925 $ 39.95 1,298,414 Granted 475,874 39.49 74,758 62.66 550,632 Performance adjustment — — (73,130 ) 42.29 (73,130 ) Vested (477,798 ) 36.71 — — (477,798 ) Forfeited (50,046 ) 36.48 — — (50,046 ) Unvested, December 31, 2017 1,088,519 36.22 159,553 49.52 1,248,072 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table presents the changes in stock options outstanding and related information for the year ended December 31, 2017 : Options Weighted Average Exercise Price Weighted Average Contractual Life (years) Aggregate Intrinsic Value (thousands) Outstanding Options, December 31, 2016 715,095 $ 49.11 6.2 $ — Exercised — — Forfeited/Expired (21,818 ) 51.48 Outstanding Options, December 31, 2017 693,277 49.04 5.2 — Exercisable Options, December 31, 2017 594,494 $ 49.03 5.0 $ — |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The following table summarizes information for stock options outstanding as of December 31, 2017 : Options Outstanding Options Exercisable Range of Exercise Prices Options Outstanding Weighted Average Contractual Life (years) Weighted Average Exercise Price Options Exercisable Weighted Average Exercise Price $41.49 – $46.78 375,801 5.2 $ 44.70 318,303 $ 45.14 $49.33 – $49.33 150,486 4.1 49.33 150,486 49.33 $58.54 – $58.54 166,990 6.1 58.54 125,705 58.54 693,277 5.2 49.04 594,494 49.03 |
Segments and Related Informat36
Segments and Related Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Financial information by business segment for each of the three years ended December 31, 2017 , 2016 and 2015 , is summarized in the following table (in thousands). Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets 2017 Well Site Services - Completion Services $ 234,252 $ 63,528 $ (45,169 ) $ 17,303 $ 424,309 Drilling Services 54,462 18,513 (13,909 ) 3,529 72,876 Total Well Site Services 288,714 82,041 (59,078 ) 20,832 497,185 Offshore/Manufactured Products 381,913 24,596 38,155 13,484 760,079 Corporate — 1,030 (52,949 ) 855 44,247 Total $ 670,627 $ 107,667 $ (73,872 ) $ 35,171 $ 1,301,511 2016 Well Site Services - Completion Services $ 163,060 $ 70,031 $ (83,636 ) $ 10,418 $ 467,387 Drilling Services 22,594 23,366 (24,239 ) 962 78,081 Total Well Site Services 185,654 93,397 (107,875 ) 11,380 545,468 Offshore/Manufactured Products 508,790 24,205 87,084 17,515 810,464 Corporate — 1,118 (48,492 ) 794 27,966 Total $ 694,444 $ 118,720 $ (69,283 ) $ 29,689 $ 1,383,898 2015 Well Site Services - Completion Services $ 308,077 $ 75,612 $ (26,280 ) $ 55,336 $ 525,012 Drilling Services 67,782 26,889 (17,866 ) 12,097 103,156 Total Well Site Services 375,859 102,501 (44,146 ) 67,433 628,168 Offshore/Manufactured Products 724,118 27,416 146,389 46,615 930,871 Corporate — 1,340 (47,237 ) 690 37,432 Total $ 1,099,977 $ 131,257 $ 55,006 $ 114,738 $ 1,596,471 |
Revenue from External Customers by Products and Services | The following table provides supplemental revenue information for the Offshore/Manufactured Products segment for the three years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Project-driven products $ 126,960 $ 296,368 $ 433,056 Short-cycle products 147,463 88,291 100,355 Other products and services 107,490 124,131 190,707 $ 381,913 $ 508,790 $ 724,118 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Financial information by geographic location for each of the three years ended December 31, 2017 , 2016 and 2015 , is summarized below (in thousands). Revenues are attributable to countries based on the location of the entity selling the products or performing the services and include export sales. Long-lived assets are attributable to countries based on the physical location of the operations and its operating assets and do not include intercompany balances. United States United Kingdom Singapore Other Total 2017 Revenues from unaffiliated customers $ 548,854 $ 59,909 $ 23,398 $ 38,466 $ 670,627 Long-lived assets 660,271 80,189 25,930 77,109 843,499 2016 Revenues from unaffiliated customers $ 493,615 $ 111,565 $ 34,577 $ 54,687 $ 694,444 Long-lived assets 729,699 65,675 23,972 74,454 893,800 2015 Revenues from unaffiliated customers $ 797,762 $ 170,536 $ 66,305 $ 65,374 $ 1,099,977 Long-lived assets 817,797 74,082 26,462 66,619 984,960 |
Valuation Allowances (Tables)
Valuation Allowances (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Summary of Valuation Allowance | Activity in the valuation accounts was as follows (in thousands): Balance at Beginning of Period Charged to Costs and Expenses Deductions (net of recoveries) Translation and Other, Net Balance at End of Period Year Ended December 31, 2017: Allowance for doubtful accounts receivable $ 8,510 $ 339 $ (1,669 ) $ 136 $ 7,316 Allowance for excess, damaged or obsolete inventory 14,849 2,494 (1,844 ) 150 15,649 Valuation allowance on deferred tax assets 7,033 30,772 — 99 37,904 Year Ended December 31, 2016: Allowance for doubtful accounts receivable $ 6,888 $ 2,275 $ (400 ) $ (253 ) $ 8,510 Allowance for excess, damaged or obsolete inventory 12,898 4,916 (2,756 ) (209 ) 14,849 Valuation allowance on deferred tax assets 3,970 2,279 — 784 7,033 Year Ended December 31, 2015: Allowance for doubtful accounts receivable $ 7,125 $ 195 $ (187 ) $ (245 ) $ 6,888 Allowance for excess, damaged or obsolete inventory 9,876 5,487 (2,395 ) (70 ) 12,898 Valuation allowance on deferred tax assets — 3,970 — — 3,970 |
Quarterly Financial Informati38
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following table summarizes quarterly financial information for 2017 and 2016 (in thousands, except per share amounts): First Quarter (2) Second Quarter (3) Third Quarter (4) Fourth Quarter (5) 2017 Revenues $ 151,467 $ 171,402 $ 164,048 $ 183,710 Gross profit (1) 32,555 39,554 34,859 42,904 Net loss from continuing operations (17,678 ) (14,246 ) (15,031 ) (37,895 ) Basic and diluted net loss per share from continuing operations (0.35 ) (0.28 ) (0.30 ) (0.76 ) 2016 Revenues $ 169,655 $ 175,849 $ 179,006 $ 169,934 Gross profit (1) 40,840 39,449 43,240 44,144 Net loss from continuing operations (13,236 ) (11,705 ) (10,818 ) (10,627 ) Basic and diluted net loss per share from continuing operations (0.26 ) (0.23 ) (0.22 ) (0.21 ) (1) Represents "product and service revenues" less "product and service costs" included in the Company's consolidated statements of operations. (2) During the first quarter of 2017 and 2016, the Company recognized $0.8 million (pre-tax) and $1.6 million (pre-tax), respectively, of severance and other downsizing charges. (3) During the second quarter of 2017 and 2016, the Company recognized $0.8 million (pre-tax) and $1.1 million (pre-tax), respectively, of severance and other downsizing charges. (4) During the third quarter of 2017 , the Company’s results of operations were adversely affected by Hurricane Harvey with lower revenues and under-absorption of manufacturing facility costs, primarily in its Offshore/Manufactured Products segment, and some field-level downtime due to employee dislocations resulting from the storm. During the third quarter of 2017, the Company also recognized $0.4 million (pre-tax) of severance and other downsizing charges and $1.0 million of discrete tax charges resulting from the decision to carryback 2016 U.S. net operating losses to 2014. In the third quarter of 2016 , the Company recognized $2.0 million (pre-tax) of severance and other downsizing charges. (5) During the fourth quarter of 2017 , the Company recorded $28.2 million of discrete tax charges resulting from the Tax Reform Legislation discussed in Note 12 , "Income Taxes," and $1.4 million (pre-tax) of acquisition related expenses. In the fourth quarter of 2016 , the Company recognized $0.6 million (pre-tax) of severance and other downsizing charges. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Components of cash used in connection with these acquisitions as reflected in the consolidated statements of cash flows for the years ended December 31, 2017 , 2016 and 2015 are summarized as follows (in thousands): 2017 2016 2015 Fair value of assets acquired including intangibles and goodwill $ 12,859 $ — $ 39,505 Liabilities assumed — — (6,026 ) Cash acquired — — (52 ) Cash used in acquisition of business $ 12,859 $ — $ 33,427 The following table summarizes the Company's preliminary estimates of the fair value of assets acquired and liabilities assumed in the acquisition, based on GEODynamics' historical balance sheet as of December 31, 2017 (in thousands): Accounts receivable, net $ 35,848 Inventories, net 36,248 Property, plant and equipment 25,769 Intangible assets: Customer relationships (weighted-average life of 20 years) 100,000 Patents/Technology/Know-how (weighted-average life of 17 years) 47,000 Tradenames (weighted-average life of 20 years) 34,000 Noncompete agreements (weighted-average life of 3 years) 18,000 Other assets 1,194 Accounts payable and accrued liabilities (17,329 ) Deferred income taxes (46,940 ) Other liabilities (3,793 ) Total identifiable net assets 229,997 Goodwill 385,210 Total net assets $ 615,207 |
Schedule of Business Acquisitions, Consideration Transferred | Consideration consists of: Cash, net of cash acquired $ 295,297 Oil States common stock 294,910 Promissory note 25,000 Total consideration $ 615,207 |
Business Acquisition, Pro Forma Information | The supplemental pro forma financial information is unaudited and may not reflect what combined operations would have been were the acquisition to have occurred on January 1, 2016. As such, it is presented for informational purposes only (in thousands): Year ended December 31, 2017 2016 Revenue $ 837,066 $ 766,534 Net loss (78,865 ) (65,909 ) Diluted loss per share (1.34 ) (1.12 ) |
Organization and Basis of Pre40
Organization and Basis of Presentation (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017segment | Jan. 12, 2018USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of operating segments | segment | 2 | |
Subsequent Event [Member] | GEODynamics, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Total consideration | $ | $ 615,207 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Derivative notional amount | 2,400,000 | 2,200,000 | |
Foreign currency exchange gain (loss) | $ (500,000) | 4,700,000 | $ 3,700,000 |
Foreign earnings repatriated | $ 20,100,000 | ||
Product warranty period, minimum | 12 months | ||
Product warranty period, maximum | 18 months | ||
Maximum amount of potential payment under guarantor obligation | $ 21,200,000 |
Details of Selected Balance S42
Details of Selected Balance Sheet Accounts - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 223,455 | $ 243,023 |
Allowance for doubtful accounts | (7,316) | (8,510) |
Accounts receivable, net | 216,139 | 234,513 |
Trade [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 153,912 | 173,087 |
Unbilled Revenue [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 62,833 | 64,564 |
Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 6,710 | $ 5,372 |
Details of Selected Balance S43
Details of Selected Balance Sheet Accounts - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Details of Selected Balance Sheet Accounts [Abstract] | ||
Finished goods and purchased products | $ 82,990 | $ 87,241 |
Work in process | 30,689 | 30,584 |
Raw materials | 70,255 | 72,514 |
Total inventories | 183,934 | 190,339 |
Allowance for excess, damaged and/or obsolete inventory | (15,649) | (14,849) |
Inventories, net | $ 168,285 | $ 175,490 |
Details of Selected Balance S44
Details of Selected Balance Sheet Accounts - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Details of Selected Balance Sheet Accounts [Abstract] | ||
Income taxes receivable | $ 5,927 | $ 430 |
Prepayments to vendors | 2,962 | 877 |
Prepaid insurance | 5,007 | 3,738 |
Prepaid non-income taxes | 401 | 1,650 |
Other | 3,757 | 4,479 |
Prepaid expenses and other current assets | $ 18,054 | $ 11,174 |
Details of Selected Balance S45
Details of Selected Balance Sheet Accounts - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,357,729 | $ 1,336,706 |
Accumulated depreciation | (858,839) | (783,304) |
Property, plant and equipment, net | 498,890 | 553,402 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 35,808 | 31,683 |
Buildings and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 235,330 | 227,642 |
Buildings and Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 2 years | |
Buildings and Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 40 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 458,458 | 455,873 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 1 year | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 28 years | |
Completion Services Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 431,714 | 429,845 |
Completion Services Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 2 years | |
Completion Services Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 43,664 | 42,827 |
Office Furniture and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Office Furniture and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 118,198 | 121,317 |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 2 years | |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 34,557 | $ 27,519 |
Details of Selected Balance S46
Details of Selected Balance Sheet Accounts - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Details of Selected Balance Sheet Accounts [Abstract] | |||
Depreciation | $ 99 | $ 110.5 | $ 123.5 |
Details of Selected Balance S47
Details of Selected Balance Sheet Accounts - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Details of Selected Balance Sheet Accounts [Abstract] | ||
Deferred compensation plan | $ 20,988 | $ 18,772 |
Deferred income taxes | 519 | 120 |
Other | 6,903 | 5,512 |
Other noncurrent assets | $ 28,410 | $ 24,404 |
Details of Selected Balance S48
Details of Selected Balance Sheet Accounts - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Details of Selected Balance Sheet Accounts [Abstract] | ||
Accrued compensation | $ 25,794 | $ 23,131 |
Insurance liabilities | 6,831 | 8,099 |
Accrued taxes, other than income taxes | 3,591 | 2,461 |
Accrued leasehold restoration liability | 838 | 766 |
Accrued product warranty reserves | 654 | 1,113 |
Accrued commissions | 1,335 | 1,305 |
Accrued claims | 1,320 | 1,578 |
Other | 5,526 | 6,880 |
Accrued Liabilities | $ 45,889 | $ 45,333 |
Recent Accounting Pronounceme49
Recent Accounting Pronouncements Recent Accounting Pronouncements (Details) $ in Millions | Dec. 31, 2017USD ($) |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Future minimum payments due | $ 25.8 |
Accumulated Other Comprehensi50
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Accumulated other comprehensive loss | $ (58,493) | $ (70,300) |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Currency translation adjustments, net of tax | $ 11,800 | $ (19,600) |
UNITED KINGDOM [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exchange rate, strengthened | 9.00% | |
Exchange rate, weakened | 16.00% | |
BRAZIL [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exchange rate, strengthened | 22.00% | |
Exchange rate, weakened | 2.00% |
Acquisitions and Supplemental51
Acquisitions and Supplemental Cash Flow Information - Cash Used for Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | |||
Fair value of assets acquired including intangibles and goodwill | $ 12,859 | $ 0 | $ 39,505 |
Liabilities assumed | 0 | 0 | (6,026) |
Cash acquired | 0 | 0 | (52) |
Cash used in acquisition of business | $ 12,859 | $ 0 | $ 33,427 |
Acquisitions and Supplemental52
Acquisitions and Supplemental Cash Flow Information - Interest and Income Taxes Paid (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | |||
Interest | $ 4,206 | $ 3,942 | $ 5,629 |
Income taxes, net of refunds | $ (174) | $ 2,330 | $ 18,780 |
Acquisitions and Supplemental53
Acquisitions and Supplemental Cash Flow Information - Summary of Borrowings and Repayments Under the Revolving Credit Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | |||
Revolving credit facility borrowings | $ 206,015 | $ 211,878 | $ 379,467 |
Revolving credit facility repayments | (248,199) | (292,552) | (397,292) |
Revolving credit facility repayments, net | $ (42,184) | $ (80,674) | $ (17,825) |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||||
Numerators: | |||||||||||||||||||
Net income (loss) from continuing operations | $ (37,895) | [1] | $ (15,031) | [2] | $ (14,246) | [3] | $ (17,678) | [4] | $ (10,627) | [1] | $ (10,818) | [2] | $ (11,705) | [3] | $ (13,236) | [4] | $ (84,850) | $ (46,386) | $ 28,371 |
Less: Income attributable to unvested restricted stock awards | 0 | 0 | (592) | ||||||||||||||||
Numerator for basic net income (loss) per share from continuing operations | (84,850) | (46,386) | 27,779 | ||||||||||||||||
Net income (loss) from discontinued operations, net of tax | 0 | (4) | 226 | ||||||||||||||||
Less: Income attributable to unvested restricted stock awards | 0 | 0 | (5) | ||||||||||||||||
Numerator for basic net income (loss) per share attributable to Oil States | (84,850) | (46,390) | 28,000 | ||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||
Unvested restricted stock awards | 0 | 0 | 1 | ||||||||||||||||
Numerator for diluted net income (loss) per share attributable to Oil States | $ (84,850) | $ (46,390) | $ 28,001 | ||||||||||||||||
Denominators: | |||||||||||||||||||
Weighted average number of common shares outstanding | 51,253 | 51,307 | 51,341 | ||||||||||||||||
Less: Weighted average number of unvested restricted stock awards outstanding | (1,114) | (1,133) | (1,072) | ||||||||||||||||
Denominator for basic net income (loss) per share attributable to Oil States | 50,139 | 50,174 | 50,269 | ||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||
Total dilutive securities | 0 | 0 | 66 | ||||||||||||||||
Denominator for diluted net income (loss) per share attributable to Oil States | 50,139 | 50,174 | 50,335 | ||||||||||||||||
Basic net income (loss) per share attributable to Oil States from: | |||||||||||||||||||
Continuing operations (in dollars per share) | $ (0.76) | [1] | $ (0.30) | [2] | $ (0.28) | [3] | $ (0.35) | [4] | $ (0.21) | [1] | $ (0.22) | [2] | $ (0.23) | [3] | $ (0.26) | [4] | $ (1.69) | $ (0.92) | $ 0.55 |
Discontinued operations (in dollars per share) | 0 | 0 | 0.01 | ||||||||||||||||
Net income (loss) (in dollars per share) | (1.69) | (0.92) | 0.56 | ||||||||||||||||
Diluted net income (loss) per share attributable to Oil States from: | |||||||||||||||||||
Continuing operations (in dollars per share) | $ (0.76) | $ (0.30) | $ (0.28) | $ (0.35) | $ (0.21) | $ (0.22) | $ (0.23) | $ (0.26) | (1.69) | (0.92) | 0.55 | ||||||||
Discontinued operations (in dollars per share) | 0 | 0 | 0.01 | ||||||||||||||||
Net income (loss) (in dollars per share) | $ (1.69) | $ (0.92) | $ 0.56 | ||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||
Dilutive securities | 0 | 0 | 9 | ||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||
Dilutive securities | 0 | 0 | 57 | ||||||||||||||||
[1] | During the fourth quarter of 2017, the Company recorded $28.2 million of discrete tax charges resulting from the Tax Reform Legislation discussed in Note 12, "Income Taxes," and $1.4 million (pre-tax) of acquisition related expenses. In the fourth quarter of 2016, the Company recognized $0.6 million (pre-tax) of severance and other downsizing charges. | ||||||||||||||||||
[2] | During the third quarter of 2017, the Company’s results of operations were adversely affected by Hurricane Harvey with lower revenues and under-absorption of manufacturing facility costs, primarily in its Offshore/Manufactured Products segment, and some field-level downtime due to employee dislocations resulting from the storm. During the third quarter of 2017, the Company also recognized $0.4 million (pre-tax) of severance and other downsizing charges and $1.0 million of discrete tax charges resulting from the decision to carryback 2016 U.S. net operating losses to 2014. In the third quarter of 2016, the Company recognized $2.0 million (pre-tax) of severance and other downsizing charges. | ||||||||||||||||||
[3] | During the second quarter of 2017 and 2016, the Company recognized $0.8 million (pre-tax) and $1.1 million (pre-tax), respectively, of severance and other downsizing charges. | ||||||||||||||||||
[4] | During the first quarter of 2017 and 2016, the Company recognized $0.8 million (pre-tax) and $1.6 million (pre-tax), respectively, of severance and other downsizing charges. |
Net Income (Loss) Per Share - N
Net Income (Loss) Per Share - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Antidilutive securities | 709,292 | 748,552 | 747,839 |
Goodwill and Other Intangible56
Goodwill and Other Intangible Assets - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)reporting_unit | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Number of reporting units | reporting_unit | 2 | ||
Useful life | 7 years 9 months 18 days | 8 years 2 months 12 days | |
Amortization expense, next twelve months | $ 8.5 | ||
Amortization expense, year two | 8 | ||
Amortization expense, year three | 6.5 | ||
Amortization expense, year four | 6.4 | ||
Amortization expense, year five | 5.7 | ||
Amortization | $ 8.7 | $ 8.2 | $ 7.8 |
Goodwill and Other Intangible57
Goodwill and Other Intangible Assets - Changes in the Carrying Value of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning | $ 380,664 | $ 381,082 |
Accumulated impairment losses, beginning | (117,295) | (117,295) |
Goodwill, net, beginning | 263,369 | 263,787 |
Goodwill acquired | 3,724 | |
Foreign currency translation and other changes | 916 | (418) |
Goodwill, gross, ending | 385,304 | 380,664 |
Accumulated impairment losses, ending | (117,295) | (117,295) |
Goodwill, net, ending | 268,009 | 263,369 |
Total Well Site Services [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning | 222,045 | 221,670 |
Accumulated impairment losses, beginning | (117,295) | (117,295) |
Goodwill, net, beginning | 104,750 | 104,375 |
Goodwill acquired | 0 | |
Foreign currency translation and other changes | 353 | 375 |
Goodwill, gross, ending | 222,398 | 222,045 |
Accumulated impairment losses, ending | (117,295) | (117,295) |
Goodwill, net, ending | 105,103 | 104,750 |
Offshore/Manufactured Products [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning | 158,619 | 159,412 |
Accumulated impairment losses, beginning | 0 | 0 |
Goodwill, net, beginning | 158,619 | 159,412 |
Goodwill acquired | 3,724 | |
Foreign currency translation and other changes | 563 | (793) |
Goodwill, gross, ending | 162,906 | 158,619 |
Accumulated impairment losses, ending | 0 | 0 |
Goodwill, net, ending | 162,906 | 158,619 |
Well Site Services Completion Services [Member] | Total Well Site Services [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning | 199,278 | 198,903 |
Accumulated impairment losses, beginning | (94,528) | (94,528) |
Goodwill, net, beginning | 104,750 | 104,375 |
Goodwill acquired | 0 | |
Foreign currency translation and other changes | 353 | 375 |
Goodwill, gross, ending | 199,631 | 199,278 |
Accumulated impairment losses, ending | (94,528) | (94,528) |
Goodwill, net, ending | 105,103 | 104,750 |
Well Site Services Drilling Services [Member] | Total Well Site Services [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning | 22,767 | 22,767 |
Accumulated impairment losses, beginning | (22,767) | (22,767) |
Goodwill, net, beginning | 0 | 0 |
Goodwill acquired | 0 | |
Foreign currency translation and other changes | 0 | 0 |
Goodwill, gross, ending | 22,767 | 22,767 |
Accumulated impairment losses, ending | (22,767) | (22,767) |
Goodwill, net, ending | $ 0 | $ 0 |
Goodwill and Other Intangible58
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 96,019 | $ 89,883 |
Accumulated Amortization | 45,754 | 37,137 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 44,557 | 44,557 |
Accumulated Amortization | 22,661 | 19,225 |
Patents/Technology/Know-how [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 35,762 | 30,167 |
Accumulated Amortization | 15,844 | 12,482 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,899 | 4,358 |
Accumulated Amortization | 2,799 | 2,216 |
Tradenames and other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,801 | 10,801 |
Accumulated Amortization | $ 4,450 | $ 3,214 |
Long-term Debt - Narrative and
Long-term Debt - Narrative and Provisions to Revolving Credit Facility (Details) | Jan. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 11, 2017USD ($) | Jan. 31, 2018USD ($) | Dec. 12, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 1,600,000 | $ 2,000,000 | ||||
Outstanding letters of credit | $ 21,200,000 | |||||
Minimum interest coverage ratio | 3 | 3 | ||||
Maximum leverage ratio | 3.75 | 3.25 | ||||
Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unused capacity, commitment fee percentage | 0.375% | 0.375% | ||||
Minimum [Member] | (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.75% | 1.50% | ||||
Minimum [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.75% | 0.50% | ||||
Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unused capacity, commitment fee percentage | 0.50% | 0.50% | ||||
Maximum [Member] | (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.50% | 2.50% | ||||
Maximum [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.50% | 1.50% | ||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 600,000,000 | $ 425,000,000 | ||||
Long-term line of credit | $ 0 | |||||
Remaining borrowing capacity | $ 159,300,000 | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 350,000,000 | |||||
Long-term line of credit | $ 97,000,000 | |||||
Minimum interest coverage ratio | 3 | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unused capacity, commitment fee percentage | 0.25% | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Minimum [Member] | (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.75% | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unused capacity, commitment fee percentage | 0.50% | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Maximum [Member] | (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.00% | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.00% | |||||
1.5% Convertible Unsecured Senior Notes [Member] | Subsequent Event [Member] | Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1.50% | |||||
Debt instrument, face amount | $ 200,000,000 |
Long-term Debt- Summary of Long
Long-term Debt- Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Other debt and capital lease obligations | $ 5,281 | $ 5,696 |
Total debt | 5,281 | 45,926 |
Less: Current portion | (411) | (538) |
Long-term debt and capitalized leases | 4,870 | 45,388 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 0 | $ 40,230 |
Long-term Debt - Long-term Debt
Long-term Debt - Long-term Debt Maturities Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 411 | |
2,019 | 429 | |
2,020 | 433 | |
2,021 | 374 | |
2,022 | 398 | |
Thereafter | 3,236 | |
Total debt | $ 5,281 | $ 45,926 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | Jan. 12, 2018 | Jul. 26, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 29, 2015 |
Equity [Abstract] | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||
Stock repurchase program, authorized amount | $ 150,000,000 | |||||
Stock repurchase program, extended period | 1 year | |||||
Stock repurchased during period (in shares) | 561,765 | 0 | 2,674,218 | |||
Stock repurchased during period, value | $ 16,200,000 | $ 105,900,000 | ||||
Stock repurchase program, remaining authorized repurchase amount | $ 120,500,000 | |||||
GEODynamics, Inc. [Member] | Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued (in shares) | 8,660,000 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Common Stock Issued and Outstanding (Details) | 12 Months Ended |
Dec. 31, 2017shares | |
Equity [Abstract] | |
Common stock, shares issued (in shares) | 62,295,870 |
Treasury stock, common, (in shares) | 10,921,509 |
Common stock, shares outstanding (in shares) | 51,374,361 |
Restricted stock awards, net of forfeitures (in shares) | 425,828 |
Shares withheld for taxes on vesting of restricted stock awards (in shares) | (149,002) |
Purchase of treasury stock (in shares) | (561,765) |
Common stock, shares issued (in shares) | 62,721,698 |
Treasury stock, common, (in shares) | 11,632,276 |
Common stock, shares outstanding (in shares) | 51,089,422 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan expense | $ 6.8 | $ 6.8 | $ 8 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Discrete tax charges due to Tax Reform Legislation | $ 28,200,000 | $ 28,200,000 | ||
Income tax expense related to transition tax | 41,400,000 | 41,400,000 | ||
Tax benefit related to the remeasurement of net deferred tax liabilities | 13,200,000 | |||
Discrete tax charges | $ 1,000,000 | |||
Foreign tax credit carryforwards | 27,009,000 | 27,009,000 | $ 32,548,000 | |
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance | 37,904,000 | 37,904,000 | 7,033,000 | |
Undistributed earnings of foreign subsidiaries | 240,000,000 | |||
Foreign earnings repatriated | 20,100,000 | |||
Unrecognized tax benefits | 0 | 0 | 0 | |
Income tax penalties and interest accrued | 0 | 0 | 0 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 0 | 0 | ||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 75,200,000 | 75,200,000 | ||
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 26,700,000 | 26,700,000 | ||
Operating loss carryforwards without expiration | 14,900,000 | 14,900,000 | ||
Net Operating Loss Carryforward [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance | $ 10,900,000 | $ 10,900,000 | $ 7,000,000 |
Income Taxes - Consolidated Pre
Income Taxes - Consolidated Pre-tax Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (77,138) | $ (113,512) | $ (21,598) |
Foreign | (274) | 40,187 | 72,166 |
Income (loss) from continuing operations before income taxes | $ (77,412) | $ (73,325) | $ 50,568 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ (11,288) | $ (534) | $ 7,221 |
State | 1,079 | 1,053 | 1,868 |
Foreign | 1,305 | 10,148 | 16,281 |
Current, Total | (8,904) | 10,667 | 25,370 |
Deferred: | |||
Federal | 15,888 | (34,816) | (5,656) |
State | (729) | (2,807) | (496) |
Foreign | 1,183 | 17 | 2,979 |
Deferred, Total | 16,342 | (37,606) | (3,173) |
Total income tax provision (benefit) | $ 7,438 | $ (26,939) | $ 22,197 |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory tax provision (benefit) rate | 35.00% | 35.00% | 35.00% |
Effect of Tax Reform Legislation | (36.40%) | 0.00% | 0.00% |
Effect of foreign income taxed at different rates | 0.30% | 4.30% | (11.10%) |
Valuation allowance against tax assets | (4.00%) | (3.10%) | 8.10% |
Non-deductible compensation | (1.00%) | (1.10%) | 7.60% |
Other non-deductible expenses | (2.70%) | (2.00%) | 4.50% |
Domestic manufacturing deduction | (0.00%) | (0.00%) | (2.60%) |
State income taxes, net of federal benefits | 1.40% | 2.10% | 1.30% |
Other, net | (2.20%) | 1.50% | 1.10% |
Effective tax provision (benefit) rate | (9.60%) | 36.70% | 43.90% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Foreign tax credit carryforwards | $ 27,009 | $ 32,548 |
Net operating loss carryforwards | 12,692 | 21,871 |
Employee benefits | 12,013 | 18,060 |
Inventory reserves | 5,546 | 7,152 |
Other reserves | 1,653 | 2,939 |
Allowance for doubtful accounts | 1,332 | 2,445 |
Other | 299 | 668 |
Gross deferred tax asset | 60,544 | 85,683 |
Valuation allowance | (37,904) | (7,033) |
Net deferred tax asset | 22,640 | 78,650 |
Deferred tax liabilities: | ||
Tax over book depreciation | (31,535) | (62,403) |
Intangible assets | (14,153) | (19,878) |
Accrued liabilities | (856) | (1,016) |
Deferred revenue | (295) | (268) |
Deferred tax liability | (46,839) | (83,565) |
Net deferred tax liability | $ (24,199) | $ (4,915) |
Income Taxes - Deferred Tax Rec
Income Taxes - Deferred Tax Reclassifications (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Summary Of Deferred Tax Reclassifications [Line Items] | ||
Other non-current assets | $ 519 | $ 120 |
Deferred tax liability | (24,718) | (5,036) |
Net deferred tax liability | (24,199) | (4,915) |
Other Noncurrent Assets [Member] | ||
Summary Of Deferred Tax Reclassifications [Line Items] | ||
Other non-current assets | $ 519 | $ 121 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 9.1 | $ 10.2 | $ 11.3 |
Commitments and Contingencies72
Commitments and Contingencies - Minimum Future Operating Lease Obligations (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 8,842 |
2,019 | 5,836 |
2,020 | 3,301 |
2,021 | 2,073 |
2,022 | 1,321 |
Thereafter | 4,394 |
Total | $ 25,800 |
Stock-Based and Deferred Comp73
Stock-Based and Deferred Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 23,000 | $ 21,300 | $ 21,800 |
Risk-free weighted interest rate | 1.20% | ||
Expected dividend rate | 0.00% | ||
Expected life (in years) | 4 years 109 days | ||
Expected volatility | 37.00% | ||
Options, granted, weighted average grant date fair value (in dollars per share) | $ 13.32 | ||
Options term | 10 years | ||
Options, exercises, intrinsic value | 400 | $ 12,400 | |
Proceeds from options exercised | 400 | 5,900 | |
Tax benefit from exercise of stock options | 100 | 6,500 | |
Deferred compensation plan | 20,988 | 18,772 | |
Amounts payable to plan participants | $ 21,200 | ||
Performance-based Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional performance based shares to be issued if current period metrics are achieved, maximum target award percentage | 200.00% | ||
Time-based Restricted Stock [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Time-based Restricted Stock [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Other than options, vested, fair value | $ 17,500 | $ 11,800 | $ 18,900 |
Compensation costs not yet recognized | $ 27,400 | ||
Compensation costs not yet recognized, period for recognition | 1 year 6 months | ||
Stock Options And Restricted Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for future grant | 871 |
Stock-Based and Deferred Comp74
Stock-Based and Deferred Compensation Plans - Restricted Stock Awards and Related Information (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Service-based Restricted Stock [Member] | |
Number of Shares | |
Unvested, December 31, 2016 (in shares) | 1,140,489 |
Granted (in shares) | 475,874 |
Performance adjustment (in shares) | 0 |
Vested (in shares) | (477,798) |
Forfeited (in shares) | (50,046) |
Unvested, December 31, 2017 (in shares) | 1,088,519 |
Weighted Average Grant Date Fair Value | |
Unvested, December 31, 2016, weighted average grant date fair value (in dollars per share) | $ / shares | $ 35.07 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 39.49 |
Performance adjustment (in dollars per share) | $ / shares | 0 |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | 36.71 |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | 36.48 |
Unvested, December, 31, 2017, weighted average grant date fair value (in dollars per share) | $ / shares | $ 36.22 |
Performance-based Restricted Stock [Member] | |
Number of Shares | |
Unvested, December 31, 2016 (in shares) | 157,925 |
Granted (in shares) | 74,758 |
Performance adjustment (in shares) | (73,130) |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Unvested, December 31, 2017 (in shares) | 159,553 |
Weighted Average Grant Date Fair Value | |
Unvested, December 31, 2016, weighted average grant date fair value (in dollars per share) | $ / shares | $ 39.95 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 62.66 |
Performance adjustment (in dollars per share) | $ / shares | 42.29 |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Unvested, December, 31, 2017, weighted average grant date fair value (in dollars per share) | $ / shares | $ 49.52 |
Restricted Stock [Member] | |
Number of Shares | |
Unvested, December 31, 2016 (in shares) | 1,298,414 |
Granted (in shares) | 550,632 |
Performance adjustment (in shares) | (73,130) |
Vested (in shares) | (477,798) |
Forfeited (in shares) | (50,046) |
Unvested, December 31, 2017 (in shares) | 1,248,072 |
Stock-Based and Deferred Comp75
Stock-Based and Deferred Compensation Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding Options at December 31, 2016 (in shares) | 715,095 | |
Exercised (in shares) | 0 | |
Forfeited/Expired (in shares) | (21,818) | |
Outstanding Options at December 31, 2017 (in shares) | 693,277 | 715,095 |
Exercisable Options at December 31, 2017 (in shares) | 594,494 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Outstanding Options at December 31, 2016 (in dollars per share) | $ 49.11 | |
Exercised (in dollars per share) | 0 | |
Forfeited/Expired (in dollars per share) | 51.48 | |
Outstanding Options at December 31, 2017 (in dollars per share) | 49.04 | $ 49.11 |
Exercisable Options at December 31, 2017 (in dollars per share) | $ 49.03 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Outstanding options, weighted average remaining contractual term | 5 years 73 days | 6 years 73 days |
Exercisable options at December 31, 2017, weighted average remaining contractual term | 5 years | |
Outstanding options, intrinsic value | $ 0 | $ 0 |
Exercisable options at December 31, 2017, intrinsic value | $ 0 |
Stock-Based and Deferred Comp76
Stock-Based and Deferred Compensation Plans - Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options outstanding (in shares) | shares | 693,277 |
Options outstanding, weighted average remaining contractual life | 5 years 73 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 49.04 |
Options exercisable (in shares) | shares | 594,494 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 49.03 |
Exercise Price Range 1 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, exercise price range, lower limit (in dollars per share) | 41.49 |
Options, exercise price range, upper limit (in dollars per share) | $ 46.78 |
Options outstanding (in shares) | shares | 375,801 |
Options outstanding, weighted average remaining contractual life | 5 years 73 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 44.70 |
Options exercisable (in shares) | shares | 318,303 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 45.14 |
Exercise Price Range 2 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, exercise price range, lower limit (in dollars per share) | 49.33 |
Options, exercise price range, upper limit (in dollars per share) | $ 49.33 |
Options outstanding (in shares) | shares | 150,486 |
Options outstanding, weighted average remaining contractual life | 4 years 36 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 49.33 |
Options exercisable (in shares) | shares | 150,486 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 49.33 |
Exercise Price Range 3 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, exercise price range, lower limit (in dollars per share) | 58.54 |
Options, exercise price range, upper limit (in dollars per share) | $ 58.54 |
Options outstanding (in shares) | shares | 166,990 |
Options outstanding, weighted average remaining contractual life | 6 years 36 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 58.54 |
Options exercisable (in shares) | shares | 125,705 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 58.54 |
Segments and Related Informat77
Segments and Related Information - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2017segmentcustomer | Dec. 31, 2016customer | Dec. 31, 2015customer | |
Segment Reporting [Abstract] | |||
Number of reportable segments | segment | 2 | ||
Number of customers | customer | 1 | 0 | 0 |
One Customer [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 16.00% | ||
One Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 13.00% |
Segments and Related Informat78
Segments and Related Information - Financial Information by Business Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 670,627 | $ 694,444 | $ 1,099,977 |
Depreciation and amortization expense | 107,667 | 118,720 | 131,257 |
Operating income (loss) | (73,872) | (69,283) | 55,006 |
Capital expenditures | 35,171 | 29,689 | 114,738 |
Total assets | 1,301,511 | 1,383,898 | 1,596,471 |
Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 0 | 0 |
Depreciation and amortization expense | 1,030 | 1,118 | 1,340 |
Operating income (loss) | (52,949) | (48,492) | (47,237) |
Capital expenditures | 855 | 794 | 690 |
Total assets | 44,247 | 27,966 | 37,432 |
Total Well Site Services [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 288,714 | 185,654 | 375,859 |
Depreciation and amortization expense | 82,041 | 93,397 | 102,501 |
Operating income (loss) | (59,078) | (107,875) | (44,146) |
Capital expenditures | 20,832 | 11,380 | 67,433 |
Total assets | 497,185 | 545,468 | 628,168 |
Offshore/Manufactured Products [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 381,913 | 508,790 | 724,118 |
Depreciation and amortization expense | 24,596 | 24,205 | 27,416 |
Operating income (loss) | 38,155 | 87,084 | 146,389 |
Capital expenditures | 13,484 | 17,515 | 46,615 |
Total assets | 760,079 | 810,464 | 930,871 |
Well Site Services Completion Services [Member] | Total Well Site Services [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 234,252 | 163,060 | 308,077 |
Depreciation and amortization expense | 63,528 | 70,031 | 75,612 |
Operating income (loss) | (45,169) | (83,636) | (26,280) |
Capital expenditures | 17,303 | 10,418 | 55,336 |
Total assets | 424,309 | 467,387 | 525,012 |
Well Site Services Drilling Services [Member] | Total Well Site Services [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 54,462 | 22,594 | 67,782 |
Depreciation and amortization expense | 18,513 | 23,366 | 26,889 |
Operating income (loss) | (13,909) | (24,239) | (17,866) |
Capital expenditures | 3,529 | 962 | 12,097 |
Total assets | $ 72,876 | $ 78,081 | $ 103,156 |
Segments and Related Informat79
Segments and Related Information Segments and Related Information - Supplemental Revenue Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue from External Customer [Line Items] | |||
Revenues from unaffiliated customers | $ 670,627 | $ 694,444 | $ 1,099,977 |
Offshore/Manufactured Products [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues from unaffiliated customers | 381,913 | 508,790 | 724,118 |
Offshore/Manufactured Products [Member] | Project-driven Products [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues from unaffiliated customers | 126,960 | 296,368 | 433,056 |
Offshore/Manufactured Products [Member] | Short-cycle Products [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues from unaffiliated customers | 147,463 | 88,291 | 100,355 |
Offshore/Manufactured Products [Member] | Other Products and Services [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues from unaffiliated customers | $ 107,490 | $ 124,131 | $ 190,707 |
Segments and Related Informat80
Segments and Related Information - Financial Information by Geographic Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Revenues from unaffiliated customers | $ 670,627 | $ 694,444 | $ 1,099,977 |
Long-lived assets | 843,499 | 893,800 | 984,960 |
UNITED STATES [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues from unaffiliated customers | 548,854 | 493,615 | 797,762 |
Long-lived assets | 660,271 | 729,699 | 817,797 |
UNITED KINGDOM [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues from unaffiliated customers | 59,909 | 111,565 | 170,536 |
Long-lived assets | 80,189 | 65,675 | 74,082 |
SINGAPORE [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues from unaffiliated customers | 23,398 | 34,577 | 66,305 |
Long-lived assets | 25,930 | 23,972 | 26,462 |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues from unaffiliated customers | 38,466 | 54,687 | 65,374 |
Long-lived assets | $ 77,109 | $ 74,454 | $ 66,619 |
Valuation Allowances (Details)
Valuation Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances [Roll Forward] | |||
Balance at Beginning of Period | $ 7,033 | $ 3,970 | $ 0 |
Charged to Costs and Expenses | 30,772 | 2,279 | 3,970 |
Deductions (net of recoveries) | 0 | 0 | 0 |
Translation and Other, Net | 99 | 784 | 0 |
Balance at End of Period | 37,904 | 7,033 | 3,970 |
Allowance for Doubtful Accounts Receivable [Member] | |||
Movement in Valuation Allowances [Roll Forward] | |||
Balance at Beginning of Period | 8,510 | 6,888 | 7,125 |
Charged to Costs and Expenses | 339 | 2,275 | 195 |
Deductions (net of recoveries) | (1,669) | (400) | (187) |
Translation and Other, Net | 136 | (253) | (245) |
Balance at End of Period | 7,316 | 8,510 | 6,888 |
Allowance for Excess, Damaged, or Obsolete Inventory [Member] | |||
Movement in Valuation Allowances [Roll Forward] | |||
Balance at Beginning of Period | 14,849 | 12,898 | 9,876 |
Charged to Costs and Expenses | 2,494 | 4,916 | 5,487 |
Deductions (net of recoveries) | (1,844) | (2,756) | (2,395) |
Translation and Other, Net | 150 | (209) | (70) |
Balance at End of Period | $ 15,649 | $ 14,849 | $ 12,898 |
Quarterly Financial Informati82
Quarterly Financial Information (Unaudited) - Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||
Revenues | $ 183,710 | [1] | $ 164,048 | [2] | $ 171,402 | [3] | $ 151,467 | [4] | $ 169,934 | [1] | $ 179,006 | [2] | $ 175,849 | [3] | $ 169,655 | [4] | ||||
Gross profit | [5] | 42,904 | [1] | 34,859 | [2] | 39,554 | [3] | 32,555 | [4] | 44,144 | [1] | 43,240 | [2] | 39,449 | [3] | 40,840 | [4] | |||
Net loss from continuing operations | $ (37,895) | [1] | $ (15,031) | [2] | $ (14,246) | [3] | $ (17,678) | [4] | $ (10,627) | [1] | $ (10,818) | [2] | $ (11,705) | [3] | $ (13,236) | [4] | $ (84,850) | $ (46,386) | $ 28,371 | |
Continuing operations, basic (in dollars per share) | $ (0.76) | [1] | $ (0.30) | [2] | $ (0.28) | [3] | $ (0.35) | [4] | $ (0.21) | [1] | $ (0.22) | [2] | $ (0.23) | [3] | $ (0.26) | [4] | $ (1.69) | $ (0.92) | $ 0.55 | |
Continuing operations, diluted (in dollars per share) | $ (0.76) | $ (0.30) | $ (0.28) | $ (0.35) | $ (0.21) | $ (0.22) | $ (0.23) | $ (0.26) | $ (1.69) | $ (0.92) | $ 0.55 | |||||||||
[1] | During the fourth quarter of 2017, the Company recorded $28.2 million of discrete tax charges resulting from the Tax Reform Legislation discussed in Note 12, "Income Taxes," and $1.4 million (pre-tax) of acquisition related expenses. In the fourth quarter of 2016, the Company recognized $0.6 million (pre-tax) of severance and other downsizing charges. | |||||||||||||||||||
[2] | During the third quarter of 2017, the Company’s results of operations were adversely affected by Hurricane Harvey with lower revenues and under-absorption of manufacturing facility costs, primarily in its Offshore/Manufactured Products segment, and some field-level downtime due to employee dislocations resulting from the storm. During the third quarter of 2017, the Company also recognized $0.4 million (pre-tax) of severance and other downsizing charges and $1.0 million of discrete tax charges resulting from the decision to carryback 2016 U.S. net operating losses to 2014. In the third quarter of 2016, the Company recognized $2.0 million (pre-tax) of severance and other downsizing charges. | |||||||||||||||||||
[3] | During the second quarter of 2017 and 2016, the Company recognized $0.8 million (pre-tax) and $1.1 million (pre-tax), respectively, of severance and other downsizing charges. | |||||||||||||||||||
[4] | During the first quarter of 2017 and 2016, the Company recognized $0.8 million (pre-tax) and $1.6 million (pre-tax), respectively, of severance and other downsizing charges. | |||||||||||||||||||
[5] | Represents "product and service revenues" less "product and service costs" included in the Company's consolidated statements of operations. |
Quarterly Financial Informati83
Quarterly Financial Information (Unaudited) - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||
Downsizing costs | $ 0.4 | $ 0.8 | $ 0.8 | $ 0.6 | $ 2 | $ 1.1 | $ 1.6 | ||
Discrete tax charges | $ 1 | ||||||||
Discrete tax charges due to Tax Reform Legislation | $ 28.2 | $ 28.2 | |||||||
Acquisition and merger related expenses | $ 1.4 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) $ / shares in Units, shares in Thousands | Jan. 01, 2019 | Jan. 30, 2018USD ($)day$ / shares | Jan. 12, 2018USD ($)underwritten_offeringshares | Dec. 31, 2017USD ($) | Dec. 31, 2018 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 11, 2017USD ($) | Jan. 31, 2018USD ($) | Dec. 12, 2017USD ($) |
Subsequent Event [Line Items] | ||||||||||
Minimum interest coverage ratio | 3 | 3 | ||||||||
Maximum leverage ratio | 3.75 | 3.25 | ||||||||
GEODynamics, Inc. [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Business acquisition, revenue reported by acquired entity | $ 166,400,000 | $ 72,100,000 | ||||||||
Business acquisition, net income reported by acquired entity | 24,400,000 | $ 100,000 | ||||||||
GEODynamics, Inc. [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments to acquire business | $ 295,297,000 | |||||||||
Stock issued (in shares) | shares | 8,660 | |||||||||
Consideration transferred, equity interests issued | $ 294,910,000 | |||||||||
Consideration transferred, unsecured promissory notes | $ 25,000,000 | |||||||||
Number of underwritten offerings | underwritten_offering | 2 | |||||||||
Unsecured Debt [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Interest rate | 2.50% | |||||||||
Minimum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Unused capacity, commitment fee percentage | 0.375% | 0.375% | ||||||||
Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Unused capacity, commitment fee percentage | 0.50% | 0.50% | ||||||||
Revolving Credit Facility [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maximum borrowing capacity | $ 600,000,000 | $ 425,000,000 | ||||||||
Long-term line of credit | $ 0 | $ 0 | ||||||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maximum borrowing capacity | $ 350,000,000 | |||||||||
Minimum interest coverage ratio | 3 | |||||||||
Maximum senior secured leverage ratio | 2.25 | |||||||||
Long-term line of credit | $ 97,000,000 | |||||||||
Revolving Credit Facility [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Unused capacity, commitment fee percentage | 0.25% | |||||||||
Revolving Credit Facility [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Unused capacity, commitment fee percentage | 0.50% | |||||||||
Letter of Credit [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||||
Long-term line of credit | $ 21,200,000 | |||||||||
(LIBOR) [Member] | Minimum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Basis spread on variable rate | 1.75% | 1.50% | ||||||||
(LIBOR) [Member] | Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Basis spread on variable rate | 3.50% | 2.50% | ||||||||
(LIBOR) [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Basis spread on variable rate | 1.75% | |||||||||
(LIBOR) [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Basis spread on variable rate | 3.00% | |||||||||
Base Rate [Member] | Minimum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Basis spread on variable rate | 0.75% | 0.50% | ||||||||
Base Rate [Member] | Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Basis spread on variable rate | 2.50% | 1.50% | ||||||||
Base Rate [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Basis spread on variable rate | 0.75% | |||||||||
Base Rate [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | |||||||||
1.5% Convertible Unsecured Senior Notes [Member] | Convertible Debt [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Interest rate | 1.50% | |||||||||
Debt instrument, face amount | $ 200,000,000 | |||||||||
Proceeds from issuance of debt | $ 194,000,000 | |||||||||
Debt instrument, convertible, conversion ratio | 0.222748 | |||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 44.89 | |||||||||
Percentage of stock price trigger | 130.00% | |||||||||
Convertible threshold, trading days | day | 20 | |||||||||
Convertible threshold, consecutive trading days | day | 30 | |||||||||
Scenario, Forecast [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maximum leverage ratio | 3.75 | 4 |
Subsequent Events - Summary of
Subsequent Events - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jan. 12, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||
Goodwill, net | $ 268,009 | $ 263,369 | $ 263,787 | |
GEODynamics, Inc. [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Accounts receivable, net | $ 35,848 | |||
Inventories, net | 36,248 | |||
Property, plant and equipment | 25,769 | |||
Other assets | 1,194 | |||
Accounts payable and accrued liabilities | (17,329) | |||
Deferred income taxes | (46,940) | |||
Other liabilities | (3,793) | |||
Total identifiable net assets | 229,997 | |||
Goodwill, net | 385,210 | |||
Total net assets | 615,207 | |||
GEODynamics, Inc. [Member] | Customer Relationships [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Intangible assets | $ 100,000 | |||
Acquired finite-lived intangible assets, weighted average useful life | 20 years | |||
GEODynamics, Inc. [Member] | Patents/Technology/Know-how [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Intangible assets | $ 47,000 | |||
Acquired finite-lived intangible assets, weighted average useful life | 17 years | |||
GEODynamics, Inc. [Member] | Trade Names [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Intangible assets | $ 34,000 | |||
Acquired finite-lived intangible assets, weighted average useful life | 20 years | |||
GEODynamics, Inc. [Member] | Noncompete Agreements [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Intangible assets | $ 18,000 | |||
Acquired finite-lived intangible assets, weighted average useful life | 3 years |
Subsequent Events - Summary o86
Subsequent Events - Summary of Consideration Transferred (Details) - GEODynamics, Inc. [Member] - Subsequent Event [Member] $ in Thousands | Jan. 12, 2018USD ($) |
Business Acquisition [Line Items] | |
Cash, net of cash acquired | $ 295,297 |
Oil States common stock | 294,910 |
Promissory note | 25,000 |
Total consideration | $ 615,207 |
Subsequent Events - Pro Forma F
Subsequent Events - Pro Forma Financial Information (Details) - GEODynamics, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Subsequent Event [Line Items] | ||
Revenue | $ 837,066 | $ 766,534 |
Net loss | $ (78,865) | $ (65,909) |
Diluted earnings (loss) per share (in dollars per share) | $ (1.34) | $ (1.12) |