Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 29, 2018 | |
Document And Entity Information [Abstract] | ||
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 Common Stock, Shares Outstanding (in shares) | 59,978,949 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Revenues | $ 274,594 | $ 164,048 | $ 814,015 | $ 486,917 |
Costs and expenses: | ||||
Product costs | 87,822 | 50,593 | 276,122 | 160,252 |
Service costs | 127,836 | 78,596 | 342,829 | 219,697 |
Cost of revenues (exclusive of depreciation and amortization expense presented below) | 215,658 | 129,189 | 618,951 | 379,949 |
Selling, general and administrative expense | 32,285 | 26,843 | 102,399 | 84,055 |
Depreciation and amortization expense | 30,586 | 26,788 | 90,698 | 82,552 |
Other operating (income) expense, net | (213) | (589) | (2,097) | 374 |
Operating expenses | 278,316 | 182,231 | 809,951 | 546,930 |
Operating income (loss) | (3,722) | (18,183) | 4,064 | (60,013) |
Interest expense | (4,913) | (1,147) | (14,359) | (3,370) |
Interest income | 70 | 73 | 272 | 243 |
Other income | 709 | 207 | 1,927 | 477 |
Loss before income taxes | (7,856) | (19,050) | (8,096) | (62,663) |
Income tax benefit | 3,837 | 4,019 | 3,327 | 15,708 |
Net loss | $ (4,019) | $ (15,031) | $ (4,769) | $ (46,955) |
Net loss per share: | ||||
Basic (in dollars per share) | $ (0.07) | $ (0.30) | $ (0.08) | $ (0.94) |
Diluted (in dollars per share) | $ (0.07) | $ (0.30) | $ (0.08) | $ (0.94) |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 59,026 | 49,978 | 58,606 | 50,190 |
Diluted (in shares) | 59,026 | 49,978 | 58,606 | 50,190 |
Product | ||||
Revenues: | ||||
Revenues | $ 120,271 | $ 67,339 | $ 385,279 | $ 223,269 |
Service | ||||
Revenues: | ||||
Revenues | $ 154,323 | $ 96,709 | $ 428,736 | $ 263,648 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (4,019) | $ (15,031) | $ (4,769) | $ (46,955) |
Other comprehensive income (loss): | ||||
Currency translation adjustments | (2,539) | 4,857 | (11,238) | 13,490 |
Comprehensive loss | $ (6,558) | $ (10,174) | $ (16,007) | $ (33,465) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 36,261 | $ 53,459 |
Accounts receivable, net | 296,713 | 216,139 |
Inventories, net | 210,783 | 168,285 |
Prepaid expenses and other current assets | 21,872 | 18,054 |
Total current assets | 565,629 | 455,937 |
Property, plant, and equipment, net | 544,653 | 498,890 |
Goodwill, net | 656,753 | 268,009 |
Other intangible assets, net | 247,876 | 50,265 |
Other noncurrent assets | 29,885 | 28,410 |
Total assets | 2,044,796 | 1,301,511 |
Current liabilities: | ||
Current portion of long-term debt and capitalized leases | 25,535 | 411 |
Accounts payable | 78,621 | 49,089 |
Accrued liabilities | 65,700 | 45,889 |
Income taxes payable | 2,514 | 1,647 |
Deferred revenue | 13,489 | 18,234 |
Total current liabilities | 185,859 | 115,270 |
Long-term debt and capitalized leases | 328,876 | 4,870 |
Deferred income taxes | 54,141 | 24,718 |
Other noncurrent liabilities | 26,245 | 23,940 |
Total liabilities | 595,121 | 168,798 |
Stockholders’ equity: | ||
Common stock, $.01 par value, 200,000,000 shares authorized, 71,767,764 shares and 62,721,698 shares issued, respectively | 718 | 627 |
Additional paid-in capital | 1,091,663 | 754,607 |
Retained earnings | 1,043,854 | 1,048,623 |
Accumulated other comprehensive loss | (69,731) | (58,493) |
Treasury stock, at cost, 11,784,242 and 11,632,276 shares, respectively | (616,829) | (612,651) |
Total stockholders’ equity | 1,449,675 | 1,132,713 |
Total liabilities and stockholders’ equity | $ 2,044,796 | $ 1,301,511 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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) | 71,767,764 | 62,721,698 |
Treasury stock, shares (in shares) | 11,784,242 | 11,632,276 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock |
Balance at Dec. 31, 2017 | $ 1,132,713 | $ 627 | $ 754,607 | $ 1,048,623 | $ (58,493) | $ (612,651) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (4,769) | (4,769) | ||||
Currency translation adjustments (excluding intercompany advances) | (9,053) | (9,053) | ||||
Currency translation adjustments on intercompany advances | (2,185) | (2,185) | ||||
Stock-based compensation expense: | ||||||
Restricted stock | 16,158 | 4 | 16,154 | |||
Stock options | 396 | 396 | ||||
Issuance of common stock in connection with GEODynamics acquisition | 294,910 | 87 | 294,823 | |||
Issuance of 1.50% convertible senior notes, net of income taxes of $7,744 | 25,683 | 25,683 | ||||
Surrender of stock to settle taxes on restricted stock awards | (4,178) | (4,178) | ||||
Balance at Sep. 30, 2018 | $ 1,449,675 | $ 718 | $ 1,091,663 | $ 1,043,854 | $ (69,731) | $ (616,829) |
Unaudited Consolidated Statem_4
Unaudited Consolidated Statement of Stockholders' Equity (Parenthetical) - 1.5% Convertible Unsecured Senior Notes $ in Thousands | Sep. 30, 2018USD ($) |
Stated interest rate | 1.50% |
Debt instrument, convertible, income taxes | $ 7,744 |
Unaudited Consolidated Statem_5
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (4,769) | $ (46,955) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization expense | 90,698 | 82,552 |
Stock-based compensation expense | 16,554 | 17,023 |
Amortization of debt discount and deferred financing costs | 5,504 | 608 |
Deferred income tax expense (benefit) | 1,061 | (2,224) |
Provision for bad debt | 1,083 | 257 |
Gain on disposals of assets | (5,046) | (526) |
Other, net | (92) | 62 |
Changes in operating assets and liabilities, net of effect from acquired businesses: | ||
Accounts receivable | (25,454) | 26,909 |
Inventories | (7,867) | 5,912 |
Accounts payable and accrued liabilities | 18,311 | 11,811 |
Income taxes payable | 524 | (4,789) |
Other operating assets and liabilities, net | (10,406) | (14,323) |
Net cash flows provided by operating activities | 80,101 | 76,317 |
Cash flows from investing activities: | ||
Capital expenditures | (71,286) | (20,331) |
Acquisitions of businesses, net of cash acquired | (379,676) | (12,859) |
Proceeds from disposition of property, plant and equipment | 1,812 | 1,125 |
Proceeds from flood insurance claims | 3,589 | 0 |
Other, net | (1,218) | (631) |
Net cash flows used in investing activities | (446,779) | (32,696) |
Cash flows from financing activities: | ||
Issuance of 1.50% convertible senior notes | 200,000 | 0 |
Revolving credit facility borrowings | 769,147 | 167,183 |
Revolving credit facility repayments | (608,565) | (193,761) |
Other debt and capital lease repayments, net | (405) | (403) |
Payment of financing costs | (7,368) | 0 |
Purchase of treasury stock | 0 | (16,283) |
Shares added to treasury stock as a result of net share settlements due to vesting of restricted stock | (4,178) | (5,305) |
Net cash flows provided by (used in) financing activities | 348,631 | (48,569) |
Effect of exchange rate changes on cash and cash equivalents | 849 | 2,012 |
Net change in cash and cash equivalents | (17,198) | (2,936) |
Cash and cash equivalents, beginning of period | 53,459 | 68,800 |
Cash and cash equivalents, end of period | 36,261 | 65,864 |
Cash paid for: | ||
Interest | 7,730 | 3,448 |
Income taxes, net of refunds | $ 2,369 | $ 8,590 |
Unaudited Consolidated Statem_6
Unaudited Consolidated Statements of Cash Flows (Parenthetical) | Sep. 30, 2018 |
1.5% Convertible Unsecured Senior Notes | |
Stated interest rate | 1.50% |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Oil States International, Inc. and its subsidiaries (referred to in this report as “we” or the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”) pertaining to interim financial information. Certain information in footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to these rules and regulations. The unaudited financial statements included in this report reflect all the adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair presentation of the results of operations for the interim periods covered and for the financial condition of the Company at the date of the interim balance sheet. Results for the interim periods are not necessarily indicative of results for the full year. Certain prior-year amounts in the Company’s unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation. The preparation of condensed consolidated financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. If the underlying estimates and assumptions, upon which the financial statements are based, change in future periods, actual amounts may differ from those included in the accompanying condensed consolidated financial statements. Our industry is cyclical and this cyclicality impacts our estimates of the period over which future cash flows will be generated, as well as the predictability of these cash flows including our determination of whether a decline in value of our long-lived assets, including definite-lived intangibles, and/or goodwill has occurred. The financial statements included in this report should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2017 (the “ 2017 Form 10‑K”). |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [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 superseded most then-current revenue recognition guidance, including industry-specific guidance (often referred to as "ASC 606"). The underlying principle is that an entity recognizes 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 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 were required to recognize any cumulative effect of adopting this guidance as an adjustment to our opening balance of retained earnings. Prior periods were not retrospectively adjusted. Based on our 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 have expanded our revenue recognition disclosures to address the new qualitative and quantitative requirements. See Note 12 , "Segments, Revenue Recognition and Related Information." In February 2016, the FASB issued guidance on leases which, as amended, introduces the recognition of lease assets and lease liabilities by lessees for all leases which are not short-term in nature. In connection with the required adoption of this guidance on January 1, 2019, the Company will use the optional transition method of recognizing any cumulative effect of adopting this guidance as an adjustment to our opening balance of retained earnings. Prior periods will not be retrospectively adjusted. The Company is evaluating various specific other implementation options allowed under the standard and is populating its lease portfolio into a software system to meet the reporting requirements of this standard. The Company believes the key change upon adoption will be the balance sheet recognition of our operating leases when the Company is the lessee. The income statement recognition appears similar to the Company's current methodology. |
Business Acquisitions, Goodwill
Business Acquisitions, Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Business Acquisitions, Goodwill and Other Intangible Assets | Business Acquisitions, Goodwill and Other Intangible Assets GEODynamics Acquisition On January 12, 2018, the Company acquired GEODynamics, Inc. ("GEODynamics") for a purchase price consisting of (i) $295.4 million in cash (net of cash acquired), which we funded through borrowings under the Company's Revolving Credit Facility (as defined in Note 6 , "Long-term Debt"), (ii) approximately 8.66 million shares of the Company's common stock (having a market value of approximately $295 million as of the closing date of the acquisition) and (iii) an unsecured $25 million promissory note that bears interest at 2.5% per annum and matures on July 12, 2019 (the “GEODynamics Acquisition”). Under the terms of the purchase agreement, the Company may be entitled to indemnification in respect of certain matters occurring prior to acquisition and amounts payable under the promissory note may be subject to set-off, in part or in full, in respect of such indemnified matters. See Note 13 , "Commitments and Contingencies." GEODynamics’ results of operations have been included in the Company’s financial statements subsequent to the closing of the acquisition on January 12, 2018. The acquired GEODynamics operations, reported as the Downhole Technologies segment, contributed revenues of $161.6 million and operating income of $26.1 million for the period from January 12, 2018 through September 30, 2018 . See Note 12 , "Segments, Revenue Recognition and Related Information" for further information with respect to the Downhole Technologies segment operations. 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. The Company filed a shelf registration statement for the resale of shares in accordance with the agreement on January 19, 2018 and the selling stockholder sold approximately 5.93 million shares of the Company's common stock through an underwritten offering in late February 2018. As of September 30, 2018 , the Company does not expect to have any further material obligations under the registration rights agreement. Falcon Acquisition On February 28, 2018, the Company acquired Falcon Flowback Services, LLC (“Falcon”), a full service provider of flowback and well testing services for the separation and recovery of fluids, solid debris and proppant used during hydraulic fracturing operations. Falcon provides additional scale and diversity to our Completion Services well testing operations in key shale plays in the United States. The purchase price was $84.2 million (net of cash acquired), which is subject to customary post-closing purchase price adjustments. The Falcon acquisition was funded by borrowings under the Company's Amended Revolving Credit Facility (as defined in Note 6 , "Long-term Debt"). Under the terms of the purchase agreement, the Company may be entitled to indemnification in respect of certain matters occurring prior to acquisition. Falcon’s results of operations have been included in the Company’s financial statements and has been reported within the Completion Services business subsequent to the closing of the acquisition on February 28, 2018. Transaction-Related Costs During the nine months ended September 30, 2018 , the Company expensed transaction-related costs of $2.6 million , which are included within selling, general and administrative expense and within other operating income. No material transaction-related costs were incurred during the three months ended September 30, 2018 . The GEODynamics and Falcon acquisitions have been 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 acquisitions, as of their respective dates of acquisitions (in thousands): GEODynamics Falcon Accounts receivable, net $ 37,282 $ 21,180 Inventories 36,135 242 Property, plant and equipment 25,769 30,000 Intangible assets Customer relationships 100,000 13,500 Patents/Technology/Know-how 47,000 — Tradenames 34,000 1,500 Noncompete agreements 18,000 1,100 Other assets 1,627 664 Accounts payable and accrued liabilities (21,174 ) (10,200 ) Deferred income taxes (23,627 ) (a) — Other liabilities (2,276 ) (167 ) Total identifiable net assets 252,736 57,819 Goodwill 362,604 (b) 26,427 (c) Total net assets $ 615,340 $ 84,246 Consideration consists of: Cash, net of cash acquired $ 295,430 $ 84,246 Oil States common stock 294,910 — Promissory note 25,000 — Total consideration $ 615,340 $ 84,246 Intangible asset weighted-average useful lives (years): Customer relationships 20 15 Patents/Technology/Know-how 17 n.a. Tradenames 20 20 Noncompete agreements 3 3 a. In connection with the acquisition accounting for GEODynamics, the Company provided deferred taxes related to, among other items, the estimated fair value adjustments for acquired property, plant and equipment, intangible assets and U.S. tax net operating loss carryforwards. b. The goodwill recognized is primarily attributable to expected synergies that will result from combining the operations of the Company and GEODynamics, as well as intangible assets which do not qualify for separate recognition. The amount of goodwill that is deductible for income tax purposes is not significant. c. The goodwill recognized is primarily attributable to expected synergies that will result from combining the operations of the Company and Falcon, as well as intangible assets which do not qualify for separate recognition. All goodwill is deductible for income tax purposes. The Company has not completed the purchase price allocation for the GEODynamics and Falcon acquisitions and these preliminary estimates of fair value and intangible asset useful lives are subject to revision. The final purchase price allocation will be determined when the Company has finalized the opening balance sheet of each acquisition and completed the detailed valuations and necessary calculations. The final allocations and intangible asset useful lives could differ materially from the preliminary estimates. The final allocations 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 deferred taxes (4) changes in useful lives and (5) other changes to assets and liabilities. Supplemental Unaudited Pro Forma Financial Information The following supplemental unaudited pro forma results of operations data for the Company gives pro forma effect to the consummation of the GEODynamics and Falcon acquisitions as if they had occurred on January 1, 2017. The supplemental unaudited pro forma financial information for the Company was prepared based on historical financial information, adjusted to give pro forma effect to fair value adjustments on depreciation and amortization expense, interest expense, and related tax effects, among others. The pro forma results for the nine months ended September 30, 2018 reflect adjustments to exclude the after-tax impact of transaction costs of $2.0 million . The supplemental pro forma financial information is unaudited and may not reflect what the results of the combined operations would have been were the acquisitions to have occurred on January 1, 2017. As such, it is presented for informational purposes only (in thousands, except per share amounts): Pro Forma Information Nine Months Ended September 30, 2018 2017 Revenue $ 840,639 $ 663,046 Net loss $ (2,909 ) $ (46,157 ) Diluted net loss per share $ (0.05 ) $ (0.78 ) Diluted weighted average common shares outstanding 59,132 58,851 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. Goodwill Changes in the carrying amount of goodwill for the nine -month period ended September 30, 2018 were as follows (in thousands): Well Site Services Downhole Technologies Offshore/ Total Completion Services Drilling Services Subtotal Balance as of December 31, 2017 Goodwill $ 199,631 $ 22,767 $ 222,398 $ — $ 162,906 $ 385,304 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — — (117,295 ) 105,103 — 105,103 — 162,906 268,009 Goodwill acquired 26,427 — 26,427 362,604 — 389,031 Foreign currency translation — — — — (287 ) (287 ) Balance as of September 30, 2018 $ 131,530 $ — $ 131,530 $ 362,604 $ 162,619 $ 656,753 Balance as of September 30, 2018 Goodwill $ 226,058 $ 22,767 $ 248,825 $ 362,604 $ 162,619 $ 774,048 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — — (117,295 ) $ 131,530 $ — $ 131,530 $ 362,604 $ 162,619 $ 656,753 Other 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 September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Other intangible assets: Customer relationships $ 159,557 $ 29,396 $ 44,557 $ 22,661 Patents/Technology/Know-how 83,672 20,818 35,762 15,844 Noncompete agreements 23,689 7,441 4,899 2,799 Tradenames and other 42,937 4,324 10,801 4,450 Total other intangible assets $ 309,855 $ 61,979 $ 96,019 $ 45,754 The weighted average remaining amortization period for all intangible assets, other than goodwill, was 15.4 years as of September 30, 2018 and 7.8 years as of December 31, 2017 . Amortization expense is expected to total $6.5 million over the last three months of 2018, $25.1 million in 2019, $23.1 million in 2020, $17.1 million in 2021 and $16.2 million in 2022. Such amounts are subject to revision and are based upon preliminary estimates of fair value and intangible asset useful lives for the GEODynamics and Falcon acquisitions. For the three months ended September 30, 2018 and 2017 , amortization expense was $6.4 million and $2.2 million , respectively. Amortization expense was $18.4 million and $6.4 million for the nine months ended September 30, 2018 and 2017 , respectively. |
Details of Selected Balance She
Details of Selected Balance Sheet Accounts | 9 Months Ended |
Sep. 30, 2018 | |
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 at September 30, 2018 and December 31, 2017 is presented below (in thousands): September 30, December 31, Accounts receivable, net: Trade $ 223,341 $ 153,912 Unbilled revenue 37,957 21,638 Contract assets (see Note 12) 34,687 41,195 Other 9,287 6,710 Total accounts receivable 305,272 223,455 Allowance for doubtful accounts (8,559 ) (7,316 ) $ 296,713 $ 216,139 September 30, December 31, Inventories, net: Finished goods and purchased products $ 96,439 $ 82,990 Work in process 23,988 30,689 Raw materials 108,653 70,255 Total inventories 229,080 183,934 Allowance for excess or obsolete inventory (18,297 ) (15,649 ) $ 210,783 $ 168,285 September 30, December 31, Prepaid expenses and other current assets: Income taxes receivable $ 9,728 $ 5,927 Prepayments to vendors 3,578 2,962 Prepaid insurance 1,896 5,007 Other 6,670 4,158 $ 21,872 $ 18,054 Estimated Useful Life (years) September 30, December 31, Property, plant and equipment, net: Land $ 37,246 $ 35,808 Buildings and leasehold improvements 2 – 40 244,401 235,330 Machinery and equipment 1 – 28 475,307 458,458 Completion Services equipment 2 – 10 482,571 431,714 Office furniture and equipment 3 – 10 43,077 43,664 Vehicles 2 – 10 122,543 118,198 Construction in progress 49,922 34,557 Total property, plant and equipment 1,455,067 1,357,729 Accumulated depreciation (910,414 ) (858,839 ) $ 544,653 $ 498,890 During the second quarter of 2018, the Company and its insurance carriers reached final settlement with respect to flood insurance claims resulting from Hurricane Harvey in 2017. In connection with this settlement, the Company's Offshore/Manufactured Products segment recognized a gain of $3.6 million following the remediation and repair of buildings and equipment and, to a lesser extent, the disposal of equipment damaged beyond repair. This gain is reported within other income in the accompanying consolidated statement of operations for the nine months ended September 30, 2018 . September 30, December 31, Other noncurrent assets: Deferred compensation plan $ 23,201 $ 20,988 Deferred income taxes 748 519 Other 5,936 6,903 $ 29,885 $ 28,410 September 30, December 31, Accrued liabilities: Accrued compensation $ 30,870 $ 25,794 Insurance liabilities 9,393 6,831 Accrued taxes, other than income taxes 9,472 3,591 Accrued commissions 2,348 1,335 Accrued claims 3,192 1,320 Other 10,425 7,018 $ 65,700 $ 45,889 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The table below provides a reconciliation of the numerators and denominators of basic and diluted net loss per share for the three and nine months ended September 30, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerators: Net loss $ (4,019 ) $ (15,031 ) $ (4,769 ) $ (46,955 ) Less: Income attributable to unvested restricted stock awards — — — — Numerator for basic net loss per share (4,019 ) (15,031 ) (4,769 ) (46,955 ) Effect of dilutive securities: Unvested restricted stock awards — — — — Numerator for diluted net loss per share $ (4,019 ) $ (15,031 ) $ (4,769 ) $ (46,955 ) Denominators: Weighted average number of common shares outstanding 59,977 51,089 59,585 51,310 Less: Weighted average number of unvested restricted stock awards outstanding (951 ) (1,111 ) (979 ) (1,120 ) Denominator for basic net loss per share 59,026 49,978 58,606 50,190 Effect of dilutive securities: Unvested restricted stock awards — — — — Assumed exercise of stock options — — — — 1.50% convertible senior notes (see Note 6) — — — — — — — — Denominator for diluted net loss per share 59,026 49,978 58,606 50,190 Net loss per share: Basic $ (0.07 ) $ (0.30 ) $ (0.08 ) $ (0.94 ) Diluted (0.07 ) (0.30 ) (0.08 ) (0.94 ) The calculation of diluted net loss per share for the three and nine months ended September 30, 2018 excluded 694 thousand shares and 696 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect. The calculation of diluted net loss per share for the three and nine months ended September 30, 2017 excluded 701 thousand shares and 712 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect. Additionally, shares issuable upon conversion of the 1.50% convertible senior notes were not convertible and therefore excluded for the three and nine months ended September 30, 2018 , due to their antidilutive effect. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt As of September 30, 2018 and December 31, 2017 , long-term debt consisted of the following (in thousands): September 30, December 31, Revolving credit facility (1) $ 158,370 $ — 1.50% convertible senior notes (2) 165,364 — Promissory note 25,000 — Capital lease obligations and other debt 5,677 5,281 Total debt 354,411 5,281 Less: Current portion (25,535 ) (411 ) Total long-term debt and capitalized leases $ 328,876 $ 4,870 (1) Presented net of $2.2 million of unamortized debt issuance costs as of September 30, 2018 . Unamortized debt issuance costs of $1.6 million as of December 31, 2017 are classified in other noncurrent assets. (2) The principal amount of the 1.50% convertible senior notes is $200.0 million . See "Issuance of 1.50% Convertible Senior Notes" below. Revolving Credit Facility Prior to January 30, 2018, the Company's senior secured revolving credit facility (the "Revolving Credit Facility") was governed by a credit agreement with Wells Fargo Bank, N.A., as administrative agent for the lenders party thereto and collateral agent for the secured parties thereunder, and the lenders and other financial institutions from time to time party thereto, dated as of May 28, 2014, as amended (the "Credit Agreement"), that was scheduled to mature on May 28, 2019. On January 30, 2018, and subsequently on May 14, 2018, the Company amended the Revolving Credit Facility and amended and restated the Credit Agreement (the "Amended Revolving Credit Facility" and "Amended Credit Agreement", respectively), to extend the maturity to January 2022 and permit the issuance of convertible senior notes as discussed below. The Amended Credit Agreement governs our Amended Revolving Credit Facility. The Amended Revolving Credit Facility provides for $350 million in lender commitments with an option to increase the maximum borrowings to $500 million subject to additional lender commitments prior to its maturity on January 30, 2022. Under the Amended Revolving Credit Facility, $50 million is available for the issuance of letters of credit. As of September 30, 2018 , the Company had $160.6 million of borrowings outstanding under the Amended Credit Agreement and $23.0 million of outstanding letters of credit, leaving $149.8 million available to be drawn. The total amount available to be drawn under our Amended Revolving Credit Facility was less than the lender commitments as of September 30, 2018 , due to limits imposed by maintenance covenants in the Amended Credit Agreement. Amounts outstanding under the 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. In connection with the amendment and restatement of the Credit Agreement, the Company expensed $0.4 million of previously deferred financing costs in the first quarter of 2018 , which is included in interest expense. The Amended Credit Agreement contains customary financial covenants and restrictions. Specifically, we must maintain an interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.00 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 amended financial covenants give pro forma effect to the issuance of the convertible senior notes discussed below, acquired businesses and the annualization of EBITDA for acquired businesses. Each of the factors considered in the calculation of these ratios are defined in the Amended Credit Agreement. Consolidated EBITDA and consolidated interest, as defined, exclude goodwill impairments, losses on extinguishment of debt, debt discount amortization, stock-based compensation expense and other non-cash charges. Borrowings under the Amended Credit Agreement are secured by a pledge of substantially all of the Company's assets and the assets of its domestic subsidiaries. The Company's obligations under the Amended Credit Agreement are guaranteed by its significant domestic subsidiaries. The Amended Credit Agreement also contains negative covenants that limit the Company's ability to borrow additional funds, encumber assets, pay dividends, sell assets and enter into other significant transactions. Under the Amended Credit Agreement, the occurrence of specified change of control events involving the Company would constitute an event of default that would permit the banks to, among other things, accelerate the maturity of the facility and cause it to become immediately due and payable in full. As of September 30, 2018 , the Company was in compliance with its debt covenants. 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 from the Notes, after deducting issuance costs, were approximately $194 million , which was used by the Company to repay a portion of the outstanding borrowings under the Revolving Credit Facility. The initial carrying amount of the Notes recorded in the condensed consolidated balance sheet as of January 30, 2018 was less than the $200 million in principal amount of the Notes, in accordance with applicable accounting principles, reflective of the estimated fair value of a similar debt instrument that does not have a conversion feature. The Company recorded the value of the conversion feature of $34.4 million as a debt discount, which is amortized as interest expense over the term of the Notes, with a similar amount allocated to additional paid-in capital ( $25.7 million , net of issuance costs and deferred taxes). As a result of this amortization, the interest expense the Company recognizes related to the Notes for accounting purposes is based on an effective interest rate of approximately 6.0% which is greater than the cash interest payments the Company will pay on the Notes. Interest expense associated with the Notes for the three and nine months ended September 30, 2018 was $2.5 million and $6.6 million , respectively, while the related cash interest expense totaled $0.8 million and $2.0 million , respectively. The following table presents the carrying amount of the Notes in the condensed consolidated balance sheets (in thousands): September 30, Principal amount of the liability component $ 200,000 Less: Unamortized discount 30,370 Less: Unamortized issuance costs 4,266 Net carrying amount of the liability $ 165,364 The Notes bear interest at a rate of 1.50% per year until maturity. Interest is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2018. In addition, additional interest and special interest may accrue on the Notes under certain circumstances as described in the Indenture. The Notes will mature on February 15, 2023, unless earlier repurchased, redeemed or converted. The initial conversion rate is 22.2748 shares of the Company's common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $44.89 per share of common stock). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the Indenture. The Company’s intent is to repay the principal amount of the Notes in cash and the conversion feature in shares of the Company’s common stock. Noteholders may convert their Notes, at their option only in the following circumstances: (1) if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock, as described in the Indenture; or (4) if the Company calls the Notes for redemption, or at any time from, and including, November 15, 2022 until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at the Company's election, based on the applicable conversion rate(s). If the Company elects to deliver cash or a combination of cash and shares of common stock, then the consideration due upon conversion will be based on a defined observation period. The Notes will be redeemable, in whole or in part, at the Company's option at any time, and from time to time, on or after February 15, 2021, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of common stock exceeds 130% of the conversion price on each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. If specified change in control events involving the Company as defined in the Indenture occur, then noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. Additionally, the Notes contain certain events of default as set forth in the indenture. As of September 30, 2018 , none of the conditions allowing holders of the Notes to convert, or requiring us to repurchase the Notes, had been met. Because it is the Company's intent to settle the principal portion of the Notes in cash, the Company uses the treasury stock method when calculating the diluted earnings per share effect for the variable number of shares that would be issued upon conversion to settle the conversion feature. Promissory Note In connection with the GEODynamics Acquisition, the Company issued a $25.0 million promissory note that bears interest at 2.50% per annum and is scheduled to mature on July 12, 2019. Payments due under the promissory note may be set off against certain claims, if any, related to matters occurring prior to the Company's acquisition of GEODynamics. See Note 13 , "Commitments and Contingencies." |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments. The Company believes that the carrying values of these instruments, other than the Notes, on the accompanying condensed consolidated balance sheets approximate their fair values. The estimated fair value of the Notes as of September 30, 2018 was approximately $215 million , based on quoted market prices (a Level 1 fair value measurement), which compares to the $200 million in principal amount of the Notes. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity The following table provides details with respect to the changes to the number of shares of common stock, $0.01 par value, outstanding during the first nine months of 2018 : Shares of common stock outstanding – December 31, 2017 51,089,422 Acquisition of GEODynamics (see Note 3) 8,661,083 Restricted stock awards, net of forfeitures 384,983 Shares withheld for taxes on vesting of restricted stock awards and transferred to treasury (151,966 ) Shares of common stock outstanding – September 30, 2018 59,983,522 As of September 30, 2018 and December 31, 2017 , 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 a share repurchase program providing for the repurchase of up to $150.0 million of the Company’s common stock, which, following extension, was scheduled to expire on July 29, 2018. On July 25, 2018 , our Board of Directors extended the share repurchase program for one year to July 29, 2019. During the first nine months of 2018 , the Company did not repurchase any shares of common stock under the program. The amount remaining under the Company's share repurchase authorization as of September 30, 2018 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss, reported as a component of stockholders’ equity, increased from $58.5 million at December 31, 2017 to $69.7 million at September 30, 2018 , due 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 the nine months ended September 30, 2018 and 2017 , currency translation adjustments recognized as a component of other comprehensive loss were primarily attributable to the United Kingdom and Brazil. As of September 30, 2018 , the exchange rate for the British pound and the Brazilian real compared to the U.S. dollar weakened by 4% and 17% , respectively, compared to the exchange rate at December 31, 2017 , contributing to other comprehensive loss of $11.2 million reported for the nine months ended September 30, 2018 . During the first nine months of 2017 , the exchange rates for the British pound and the Brazilian real strengthened by 8% and 3% , compared to the U.S. dollar, contributing to other comprehensive income of $13.5 million . |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation The following table presents a summary of activity for stock options, service-based restricted stock awards and performance-based stock unit awards for the nine months ended September 30, 2018 . Stock Options Service-based Restricted Stock Performance-based Stock Units Outstanding – December 31, 2017 693,277 1,088,519 159,553 Granted — 409,512 46,378 Vested/Exercised — (529,246 ) — Forfeited (6,239 ) (24,529 ) — Outstanding – September 30, 2018 687,038 944,256 205,931 Weighted average grant date fair value (2018 awards) $ — $ 29.43 $ 28.75 The restricted stock program consists of a combination of service-based restricted stock and performance-based stock units. The service-based restricted stock awards generally vest on a straight-line basis over their term, which is generally three to four years . The number of performance-based restricted shares ultimately issued under the program is dependent upon our achievement of predefined specific performance measures generally measured over a three -year period. 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 performance measure for outstanding awards as of December 31, 2017 is relative total stockholder return compared to our peer group of companies. The performance measure for performance-based stock units granted during the first quarter of 2018 is based on the Company's EBITDA growth rate over a three -year period. Additionally, the Company issued conditional phantom units totaling 46,378 units, with the ultimate number of phantom units to be awarded ranging from zero to a maximum of 92,756 units. These phantom units represent a hypothetical interest in the Company’s common stock, and, once vested, are settled in cash. The performance measure for these phantom units is relative stockholder return compared to our peer group of companies. The obligation related to the phantom units is classified as a liability and remeasured at the end of each reporting period. Stock-based compensation pre-tax expense recognized in the three-month periods ended September 30, 2018 and 2017 totaled $5.9 million and $6.1 million , respectively. Stock based compensation pre-tax expense recognized in the nine -month periods ended September 30, 2018 and 2017 totaled $17.1 million and $17.1 million , respectively. As of September 30, 2018 , there was $23.3 million of pre-tax compensation costs related to service-based and performance-based stock awards and unvested stock options, which will be recognized in future periods as vesting conditions are satisfied. On May 8, 2018 (the "Effective Date"), the Company’s stockholders approved the Oil States International, Inc. 2018 Equity Participation Plan (the “Plan”). The maximum number of shares of common stock reserved and available for issuance under the Plan is the sum of 2,000,000 shares, plus (i) any shares of common stock that, as of the Effective Date, were available for issuance under the Oil States International, Inc. 2001 Equity Participation Plan (as amended from time to time, the “Prior Plan”) (and that were not subject to outstanding awards under the Prior Plan as of the Effective Date), and (ii) any shares of common stock subject to outstanding awards under the Prior Plan as of the Effective Date that are not vested and/or subsequently expired or forfeited and canceled, for any reason, subject to certain adjustment as provided under the Plan. To the extent any additional shares of common stock remain subject to outstanding awards under the Prior Plan that otherwise would have been returned to the Prior Plan after May 8, 2018 on account of the expiration, forfeiture or cancellation without a delivery of shares of such outstanding awards, those shares of common stock instead will be included in the reserve of shares of common stock for issuance under the Plan. The Company filed a registration statement on Form S-8, which became effective on May 17, 2018, with respect to shares of common stock reserved for issuance under the Plan. As of September 30, 2018 , approximately 2.5 million shares were available for grant under the Plan. |
Taxes
Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Taxes | Taxes Income Taxes The income tax provision for interim periods is based on estimates of the effective tax rate for the entire fiscal year. For the three months ended September 30, 2018 , the Company's income tax benefit was $3.8 million on a pre-tax loss of $7.9 million , which reflects the impact of a discrete net tax benefit of $5.8 million (discussed below). For the nine months ended September 30, 2018 , the Company’s income tax benefit was $3.3 million on a pre-tax loss of $8.1 million , reflecting the impact of the $5.8 million discrete net tax benefit discussed below as well as other discrete tax attributes. This compares to an income tax benefit of $4.0 million , or 21.1% of pre-tax losses and $15.7 million , or 25.1% of pre-tax losses, respectively, for the three and nine months ended September 30, 2017 . 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% effective January 1, 2018. As a result of these U.S. tax law changes, during the fourth quarter of 2017 the Company recorded a net provisional charge of $28.2 million within income tax expense, consisting primarily of incremental income tax expense of $41.4 million related to the one-time, mandatory transition tax on the Company’s unremitted foreign subsidiary earnings (the "Transition Tax") and a valuation allowance established against the Company’s foreign tax credit carryforwards which were recorded as assets prior to Tax Reform Legislation, offset by a tax benefit of $13.2 million related the remeasurement of the Company’s U.S. net deferred tax liabilities based on the new 21% U.S. corporate income tax rate. The Company did not incur a material cash tax payable with respect to the Transition Tax. During the third quarter of 2018, the Company adjusted its December 2017 provisional estimates with respect to Tax Reform Legislation resulting in an income tax benefit of $5.8 million during the period. This adjustment is primarily attributable to guidance issued by the Internal Revenue Service in 2018 allowing taxpayers, including the Company, to elect to carryback or carryforward 2017 U.S. net operating losses rather than requiring that such tax losses be used to offset the Transition Tax. Based on this guidance which was clarified in the third quarter of 2018, the Company has elected to utilize available foreign tax credits to fully satisfy the Transition Tax and plans to file a carryback claim against its 2015 U.S. federal income tax return and receive approximately $5.5 million in cash. 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 did not apply to the Company until January 1, 2018. The Company continues to assess the impact of these and other provisions of the Tax Reform Legislation. The net deferred tax liability as of September 30, 2018 has not been materially impacted by any of these provisions. The Company’s net deferred tax liability, as of December 31, 2017 , excluded 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 through the third quarter of 2018 reflect a reasonable estimate of the impact based on the information available as of September 30, 2018 . As additional regulatory and accounting guidance becomes available and further information is obtained in connection with the preparation of the Company’s various foreign income tax returns, the Company will record, if necessary, adjustments to these provisional estimates in the fourth quarter of 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. The Company will monitor regulatory guidance and other information related to this matter as it becomes available to allow the Company to reasonably estimate the impact of any change in its provisional estimates in future periods. Tariffs and Duties The Company uses a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of its products. The United States recently imposed tariffs on a variety of imported products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. The effect of these new tariffs and the application and interpretation of existing trade agreements and customs, anti-dumping and countervailing duty regulations continues to evolve, and the Company continues to monitor these matters. If the Company encounters difficulty in procuring these raw materials and component products, or if the prices the Company has to pay for these products increase as a result of customs, anti-dumping and countervailing duty regulations or otherwise and the Company is unable to pass corresponding cost increases on to its customers, the Company's financial position and results of operations could be adversely affected. Furthermore, uncertainty with respect to potential costs in the drilling and completion of oil and gas wells could cause customers to delay or cancel planned projects which, if this occurred, would adversely affect the Company's financial position and results of operations. See Note 13 , "Commitments and Contingencies." |
Segments, Revenue Recognition a
Segments, Revenue Recognition and Related Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segments and Related Information | Segments, Revenue Recognition and Related Information As further discussed in Note 3 , “Business Acquisitions, Goodwill and Other Intangible Assets,” on January 12, 2018 the Company completed the GEODynamics Acquisition, which, beginning with the first quarter of 2018, is reported as a separate business segment under the name “Downhole Technologies.” Following this acquisition, the Company operates through three reportable segments: Well Site Services, Downhole Technologies and Offshore/Manufactured Products. The Company’s reportable segments represent strategic business units that generally offer different products and services. They are managed separately because each business often requires different technologies and marketing strategies. Recent acquisitions, except for the GEODynamics Acquisition, have been direct extensions to our business segments. The Well Site Services segment provides a broad range of equipment and services that are used to drill for, establish and maintain the flow of oil and natural gas from a well throughout its life cycle. In this segment, operations primarily include completion-focused equipment and services as well as land drilling services. The Completion Services operations provide solutions to its customers using our completion tools and highly trained personnel throughout its service offerings which include: wireline support, frac stacks, isolations tools, extended reach tools, ball launchers, well testing and flowback operations, thru tubing activity and sand control. Drilling Services provides land drilling services for shallow to medium depth wells in 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 revenues in the unaudited condensed consolidated statements of operations. Following the closing of the GEODynamics Acquisition on January 12, 2018, the Downhole Technologies segment provides oil and gas perforation systems and downhole tools in support of completion, intervention, wireline and well abandonment operations. This segment designs, manufactures and markets its consumable engineered products to oilfield service as well as exploration and production companies, which are completing complex wells with longer lateral lengths, increased frac stages and more perforation clusters to increase unconventional well productivity. Substantially all of the revenue generated by the Downhole Technologies segment are classified as product revenue in the unaudited condensed consolidated statements 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 completion and drilling 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 activities include corporate expenses, including those related to corporate governance, stock-based compensation and other infrastructure support, as well as the impact of company-wide decisions for which the individual operating units are not being evaluated. Financial information by business segment for the three and nine months ended September 30, 2018 and 2017 is summarized in the following tables (in thousands). Revenues Depreciation and Operating income (loss) Capital Total assets Three months ended September 30, 2018 Well Site Services – Completion Services $ 111,669 $ 16,884 $ (3,271 ) $ 17,915 $ 540,203 Drilling Services 16,920 3,479 (2,206 ) 2,711 68,444 Total Well Site Services 128,589 20,363 (5,477 ) 20,626 608,647 Downhole Technologies 56,571 4,582 6,485 8,727 691,974 Offshore/Manufactured Products 89,434 5,426 7,069 3,475 703,203 Corporate — 215 (11,799 ) 197 40,972 Total $ 274,594 $ 30,586 $ (3,722 ) $ 33,025 $ 2,044,796 Revenues Depreciation and Operating income (loss) Capital Total assets Three months ended September 30, 2017 Well Site Services – Completion Services $ 61,015 $ 15,679 $ (9,933 ) $ 2,447 $ 427,207 Drilling Services 16,162 4,454 (3,235 ) 1,693 74,991 Total Well Site Services 77,177 20,133 (13,168 ) 4,140 502,198 Downhole Technologies — — — — — Offshore/Manufactured Products 86,871 6,404 7,334 2,846 782,651 Corporate — 251 (12,349 ) 54 44,506 Total $ 164,048 $ 26,788 $ (18,183 ) $ 7,040 $ 1,329,355 Revenues Depreciation and Operating income (loss) Capital Total assets Nine months ended September 30, 2018 Well Site Services – Completion Services $ 302,877 $ 49,082 $ (6,538 ) $ 40,430 $ 540,203 Drilling Services 51,235 10,898 (7,474 ) 5,737 68,444 Total Well Site Services 354,112 59,980 (14,012 ) 46,167 608,647 Downhole Technologies 161,626 12,998 26,139 13,793 691,974 Offshore/Manufactured Products 298,277 17,026 32,185 10,606 703,203 Corporate — 694 (40,248 ) 720 40,972 Total $ 814,015 $ 90,698 $ 4,064 $ 71,286 $ 2,044,796 Revenues Depreciation and Operating income (loss) Capital Total assets Nine months ended September 30, 2017 Well Site Services – Completion Services $ 167,577 $ 48,400 $ (38,960 ) $ 8,560 $ 427,207 Drilling Services 39,120 14,283 (11,239 ) 2,800 74,991 Total Well Site Services 206,697 62,683 (50,199 ) 11,360 502,198 Downhole Technologies — — — — — Offshore/Manufactured Products 280,220 19,091 27,460 8,775 782,651 Corporate — 778 (37,274 ) 196 44,506 Total $ 486,917 $ 82,552 $ (60,013 ) $ 20,331 $ 1,329,355 One customer individually accounted for 10% and 16% of the Company’s consolidated product and service revenue for the nine months ended September 30, 2018 and 2017 , respectively, and individually represented 10% of the Company’s consolidated total accounts receivable as of September 30, 2018 . For the Company’s Well Site Services segment, substantially all depreciation and amortization expense relates to cost of services while substantially all depreciation and amortization expense for the Downhole Technologies segment relates to cost of products. The Offshore/Manufactured Products segment has numerous facilities around the world that generate both product and service revenues, and it is common for the segment to provide both installation and other services for products that we manufacture in this segment. While substantially all depreciation and amortization expense for the Offshore/Manufactured Products segment relates to cost of revenues, it does not segregate or capture depreciation or amortization of intangible assets between product and service cost. Operating income (loss) excludes equity in net income of unconsolidated affiliates, which is immaterial and not reported separately herein. As further discussed in Note 2 , "Recent Accounting Pronouncements," the Company accounts for revenue in accordance with FASB issued guidance on revenue from contracts with customers, which we adopted on January 1, 2018. While the new guidance did not have a material impact on the Company's recognition of revenues, we have expanded our revenue recognition disclosures to address the new qualitative and quantitative disclosure requirements. Contractual terms may vary by contract and customer, which may impact the timing of revenue recognition under the standard in future periods. The following table provides supplemental disaggregated revenue from contracts with customers by business segment for the three and nine months ended September 30, 2018 and 2017 (in thousands): Well Site Services Downhole Technologies Offshore/Manufactured Products Total 2018 2017 2018 2017 2018 2017 2018 2017 Three months ended September 30 Major revenue categories - Project-driven products $ — $ — $ — $ — $ 22,277 $ 22,698 $ 22,277 $ 22,698 Short-cycle: Completion products and services 111,669 61,015 56,571 — 27,463 29,873 195,703 90,888 Drilling services 16,920 16,162 — — — — 16,920 16,162 Other products — — — — 6,707 7,908 6,707 7,908 Total short-cycle 128,589 77,177 56,571 — 34,170 37,781 219,330 114,958 Other products and services — — — — 32,987 26,392 32,987 26,392 $ 128,589 $ 77,177 $ 56,571 $ — $ 89,434 $ 86,871 $ 274,594 $ 164,048 Percentage of total revenue by type - Products — % — % 98 % — % 73 % 78 % 44 % 41 % Services 100 % 100 % 2 % — % 27 % 22 % 56 % 59 % Well Site Services Downhole Technologies Offshore/Manufactured Products Total 2018 2017 2018 2017 2018 2017 2018 2017 Nine months ended September 30 Major revenue categories - Project-driven products $ — $ — $ — $ — $ 98,301 $ 89,615 $ 98,301 $ 89,615 Short-cycle: Completion products and services 302,877 167,577 161,626 — 90,218 86,840 554,721 254,417 Drilling services 51,235 39,120 — — — — 51,235 39,120 Other products — — — — 21,718 24,032 21,718 24,032 Total short-cycle 354,112 206,697 161,626 — 111,936 110,872 627,674 317,569 Other products and services — — — — 88,040 79,733 88,040 79,733 $ 354,112 $ 206,697 $ 161,626 $ — $ 298,277 $ 280,220 $ 814,015 $ 486,917 Percentage of total revenue by type - Products — % — % 98 % — % 76 % 80 % 47 % 46 % Services 100 % 100 % 2 % — % 24 % 20 % 53 % 54 % Performance Obligations The Company’s revenue contracts may include one or more promises to transfer a distinct good or service to the customer, which is referred to under ASC 606 as a "performance obligation," and to which revenue is allocated. Revenue is recognized by the Company when, or as, the performance obligations are satisfied. The majority of the Company's significant contracts for custom engineered products have a single performance obligation as no individual good or service is separately identifiable from other performance obligations in the contracts. For contracts with multiple distinct performance obligations, the Company allocates revenue to the identified performance obligations in the contract. Our product sales terms do not include significant post-performance obligations. The Company's performance obligations may be satisfied at a point in time or over time as work progresses. Revenues from goods and services transferred to customers at a point in time accounted for approximately 69% and 76% of consolidated revenues for the nine months ended September 30, 2018 and 2017 , respectively. The majority of the Company's revenue recognized at a point in time is derived from short-term contracts for standard products offered by the Company. Revenue on these contracts is recognized when control over the product has transferred to the customer. Indicators considered by the Company in determining when transfer of control to the customer occurs include: right to payment for the product, transfer of legal title to the customer, transfer of physical possession of the product, transfer of risk and customer acceptance of the product. Revenues from products and services transferred to customers over time accounted for approximately 31% and 24% of consolidated revenues for the nine months ended September 30, 2018 and 2017 , respectively. The majority of the Company's revenue recognized over time is for services provided under short-term contracts with revenue recognized as the customer receives and consumes the services provided by the Company. In addition, the Company manufactures certain products to individual customer specifications under short-term contracts for which control passes to the customer as the performance obligations are fulfilled and for which revenue is recognized over time. For significant project-related contracts involving custom engineered products within the Offshore/Manufactured Products segment (also referred to as "projected-driven products"), revenues are typically recognized over time using an input measure such as the percentage of costs incurred to date relative to total estimated costs at completion for each contract (cost-to-cost method). Contract costs include labor, material and overhead. Management believes this method is the most appropriate measure of progress on large contracts. Billings on such contracts in excess of costs incurred and estimated profits are classified as a contract liability (deferred revenue). Costs incurred and estimated profits in excess of billings on these contracts are recognized as a contract asset (a component of accounts receivable). The Company has applied the practical expedient in ASC 606 and does not disclose information about remaining performance obligations (or "backlog") that have original expected durations of one year or less. As of September 30, 2018 , the Company had $71.2 million of remaining backlog related to contracts with an original expected duration of greater than one year. We expect to recognize approximately 18% of this remaining backlog as revenue in 2018 , an additional 57% in 2019 and the balance thereafter. Contract Estimates Contract estimates for project-related contracts involving custom engineered products are based on various assumptions to project the outcome of future events that may span several years. Changes in assumptions that may affect future project costs and margins include production efficiencies, the complexity of the work to be performed and the availability and costs of labor, materials and subcomponents. As a significant change in one or more of these estimates could affect the profitability of the Company's contracts, contract-related estimates are reviewed regularly. The Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the loss is recognized in the quarter it is identified. Contract Balances The following table summarizes balances related to contracts with customers, including trade receivables, unbilled revenue, contract assets and contract liabilities (deferred revenue), as of September 30, 2018 and December 31, 2017 (in thousands). September 30, December 31, 2017 Customer Accounts Receivable: Trade $ 223,341 $ 153,912 Unbilled revenue 37,957 21,638 Contract assets 34,687 41,195 $ 295,985 $ 216,745 Contract liabilities (deferred revenue) $ 13,489 $ 18,234 The Company receives payments from customers based upon established contractual terms as products are delivered and services are performed for the majority of its contacts with customers. On the Company’s larger project-driven contracts within the Offshore/Manufactured Products segment, contracts often provide for customer payments as milestones are achieved. Contract assets relate to the Company's right to consideration for work completed but not billed as of September 30, 2018 and December 31, 2017 on certain project-driven contracts within the Offshore/Manufactured Products segment. Contract assets are transferred to unbilled or trade receivables when the right to consideration becomes unconditional. Contract liabilities primarily relate to advance consideration received from customers (i.e. milestone payments) for contracts for project-driven products as well as others which require significant advance investment in materials. In the normal course of business, the Company also receives advance consideration from customers on many other short-term, smaller product and service contracts which is deferred and recognized as revenue as the related performance obligation is satisfied. Consistent with industry practice, we classify assets and liabilities related to long-term contracts as current, even though some of these amounts may not be realized within one year. All contracts are reported on the unaudited condensed consolidated balance sheet in a net asset (contract asset) or liability (deferred revenue) position on a contract-by-contract basis at the end of each reporting period. The following table summarizes the significant changes in the contract assets and contract liabilities (deferred revenue) for longer-term, project-driven and other contracts within the Offshore/Manufactured Products segment during the nine months ended September 30, 2018 (in thousands). Nine Months Ended September 30, 2018 Contract Assets Deferred Revenue Revenue recognized that was included in the contract liability balance at the beginning of the period $ — $ (9,113 ) Increases due to billings, excluding amounts recognized as revenue during the period — 4,796 Increases due to revenue recognized during the period 36,519 — Transferred to receivables from contract assets recognized at the beginning of the period (43,331 ) — Other Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of products. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of conducting our business, we become 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. We are 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 our products or operations. Some of these claims relate to matters occurring prior to our acquisition of businesses (including GEODynamics and Falcon), and some relate to businesses we have sold. In certain cases, we are entitled to indemnification from the sellers of businesses and, in other cases, we have indemnified the buyers of businesses from us. Although we can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on us, we believe that any ultimate liability resulting from the outcome of such proceedings, including the matters described below, to the extent not otherwise provided for or covered by indemnity or insurance, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. Following the Company's acquisition of GEODynamics in January 2018, the Company determined that certain steel products historically imported by GEODynamics from China for use in its manufacturing process may potentially be subject to anti-dumping and countervailing duties based on recent clarifications/decisions rendered by the U.S. Department of Commerce and the U.S. Court of International Trade. Following these findings, the Company commenced an internal review of this matter and ceased further purchases of these potentially affected Chinese products. As part of the Company's internal review, the Company engaged trade counsel and determined to voluntarily disclose this matter to U.S. Customs and Border Protection in September 2018. In connection with the GEODynamics acquisition , the seller agreed to indemnify and hold the Company harmless against certain claims related to matters such as this. Additionally, the Company is able to set off payments due under the $25.0 million promissory note (see Note 6 , "Long-term Debt") issued to the seller of GEODynamics in respect of indemnification claims which could affect both the timing of payment and the amount due under the promissory note. Over recent 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 sought 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). During the three and nine months ended September 30, 2018 , the Company accrued $2.6 million and $3.3 million , respectively, for additional settlement awards related to these claims. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions GEODynamics historically leased certain land and facilities from an indirect equity holder and employee of GEODynamics. In connection with the acquisition of GEODynamics, the Company assumed these leases. Rent expense related to these leases for the three months ended September 30, 2018 and the period from January 12, 2018 through September 30, 2018 totaled $96 thousand and $316 thousand , respectively. The Company exercised its option to purchase the most significant facility and associated land for approximately $5.4 million in September 2018. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
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 superseded most then-current revenue recognition guidance, including industry-specific guidance (often referred to as "ASC 606"). The underlying principle is that an entity recognizes 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 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 were required to recognize any cumulative effect of adopting this guidance as an adjustment to our opening balance of retained earnings. Prior periods were not retrospectively adjusted. Based on our 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 have expanded our revenue recognition disclosures to address the new qualitative and quantitative requirements. See Note 12 , "Segments, Revenue Recognition and Related Information." In February 2016, the FASB issued guidance on leases which, as amended, introduces the recognition of lease assets and lease liabilities by lessees for all leases which are not short-term in nature. In connection with the required adoption of this guidance on January 1, 2019, the Company will use the optional transition method of recognizing any cumulative effect of adopting this guidance as an adjustment to our opening balance of retained earnings. Prior periods will not be retrospectively adjusted. The Company is evaluating various specific other implementation options allowed under the standard and is populating its lease portfolio into a software system to meet the reporting requirements of this standard. The Company believes the key change upon adoption will be the balance sheet recognition of our operating leases when the Company is the lessee. The income statement recognition appears similar to the Company's current methodology. |
Business Acquisitions, Goodwi_2
Business Acquisitions, Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The following table summarizes the Company's preliminary estimates of the fair value of assets acquired and liabilities assumed in the acquisitions, as of their respective dates of acquisitions (in thousands): GEODynamics Falcon Accounts receivable, net $ 37,282 $ 21,180 Inventories 36,135 242 Property, plant and equipment 25,769 30,000 Intangible assets Customer relationships 100,000 13,500 Patents/Technology/Know-how 47,000 — Tradenames 34,000 1,500 Noncompete agreements 18,000 1,100 Other assets 1,627 664 Accounts payable and accrued liabilities (21,174 ) (10,200 ) Deferred income taxes (23,627 ) (a) — Other liabilities (2,276 ) (167 ) Total identifiable net assets 252,736 57,819 Goodwill 362,604 (b) 26,427 (c) Total net assets $ 615,340 $ 84,246 Consideration consists of: Cash, net of cash acquired $ 295,430 $ 84,246 Oil States common stock 294,910 — Promissory note 25,000 — Total consideration $ 615,340 $ 84,246 Intangible asset weighted-average useful lives (years): Customer relationships 20 15 Patents/Technology/Know-how 17 n.a. Tradenames 20 20 Noncompete agreements 3 3 a. In connection with the acquisition accounting for GEODynamics, the Company provided deferred taxes related to, among other items, the estimated fair value adjustments for acquired property, plant and equipment, intangible assets and U.S. tax net operating loss carryforwards. b. The goodwill recognized is primarily attributable to expected synergies that will result from combining the operations of the Company and GEODynamics, as well as intangible assets which do not qualify for separate recognition. The amount of goodwill that is deductible for income tax purposes is not significant. c. The goodwill recognized is primarily attributable to expected synergies that will result from combining the operations of the Company and Falcon, as well as intangible assets which do not qualify for separate recognition. All goodwill is deductible for income tax purposes. |
Business Acquisition, Pro Forma Information | The following supplemental unaudited pro forma results of operations data for the Company gives pro forma effect to the consummation of the GEODynamics and Falcon acquisitions as if they had occurred on January 1, 2017. The supplemental unaudited pro forma financial information for the Company was prepared based on historical financial information, adjusted to give pro forma effect to fair value adjustments on depreciation and amortization expense, interest expense, and related tax effects, among others. The pro forma results for the nine months ended September 30, 2018 reflect adjustments to exclude the after-tax impact of transaction costs of $2.0 million . The supplemental pro forma financial information is unaudited and may not reflect what the results of the combined operations would have been were the acquisitions to have occurred on January 1, 2017. As such, it is presented for informational purposes only (in thousands, except per share amounts): Pro Forma Information Nine Months Ended September 30, 2018 2017 Revenue $ 840,639 $ 663,046 Net loss $ (2,909 ) $ (46,157 ) Diluted net loss per share $ (0.05 ) $ (0.78 ) Diluted weighted average common shares outstanding 59,132 58,851 |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the nine -month period ended September 30, 2018 were as follows (in thousands): Well Site Services Downhole Technologies Offshore/ Total Completion Services Drilling Services Subtotal Balance as of December 31, 2017 Goodwill $ 199,631 $ 22,767 $ 222,398 $ — $ 162,906 $ 385,304 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — — (117,295 ) 105,103 — 105,103 — 162,906 268,009 Goodwill acquired 26,427 — 26,427 362,604 — 389,031 Foreign currency translation — — — — (287 ) (287 ) Balance as of September 30, 2018 $ 131,530 $ — $ 131,530 $ 362,604 $ 162,619 $ 656,753 Balance as of September 30, 2018 Goodwill $ 226,058 $ 22,767 $ 248,825 $ 362,604 $ 162,619 $ 774,048 Accumulated impairment losses (94,528 ) (22,767 ) (117,295 ) — — (117,295 ) $ 131,530 $ — $ 131,530 $ 362,604 $ 162,619 $ 656,753 |
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 September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Other intangible assets: Customer relationships $ 159,557 $ 29,396 $ 44,557 $ 22,661 Patents/Technology/Know-how 83,672 20,818 35,762 15,844 Noncompete agreements 23,689 7,441 4,899 2,799 Tradenames and other 42,937 4,324 10,801 4,450 Total other intangible assets $ 309,855 $ 61,979 $ 96,019 $ 45,754 |
Details of Selected Balance S_2
Details of Selected Balance Sheet Accounts (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Details of Selected Balance Sheet Accounts [Abstract] | |
Schedule of Accounts Receivable, Net | September 30, December 31, Accounts receivable, net: Trade $ 223,341 $ 153,912 Unbilled revenue 37,957 21,638 Contract assets (see Note 12) 34,687 41,195 Other 9,287 6,710 Total accounts receivable 305,272 223,455 Allowance for doubtful accounts (8,559 ) (7,316 ) $ 296,713 $ 216,139 |
Schedule of Inventory, Net | September 30, December 31, Inventories, net: Finished goods and purchased products $ 96,439 $ 82,990 Work in process 23,988 30,689 Raw materials 108,653 70,255 Total inventories 229,080 183,934 Allowance for excess or obsolete inventory (18,297 ) (15,649 ) $ 210,783 $ 168,285 |
Schedule of Prepaid Expenses and Other Current Assets | September 30, December 31, Prepaid expenses and other current assets: Income taxes receivable $ 9,728 $ 5,927 Prepayments to vendors 3,578 2,962 Prepaid insurance 1,896 5,007 Other 6,670 4,158 $ 21,872 $ 18,054 |
Schedule of Property, Plant and Equipment, Net | Estimated Useful Life (years) September 30, December 31, Property, plant and equipment, net: Land $ 37,246 $ 35,808 Buildings and leasehold improvements 2 – 40 244,401 235,330 Machinery and equipment 1 – 28 475,307 458,458 Completion Services equipment 2 – 10 482,571 431,714 Office furniture and equipment 3 – 10 43,077 43,664 Vehicles 2 – 10 122,543 118,198 Construction in progress 49,922 34,557 Total property, plant and equipment 1,455,067 1,357,729 Accumulated depreciation (910,414 ) (858,839 ) $ 544,653 $ 498,890 |
Schedule of Other Noncurrent Assets | September 30, December 31, Other noncurrent assets: Deferred compensation plan $ 23,201 $ 20,988 Deferred income taxes 748 519 Other 5,936 6,903 $ 29,885 $ 28,410 |
Schedule of Accrued Liabilities | September 30, December 31, Accrued liabilities: Accrued compensation $ 30,870 $ 25,794 Insurance liabilities 9,393 6,831 Accrued taxes, other than income taxes 9,472 3,591 Accrued commissions 2,348 1,335 Accrued claims 3,192 1,320 Other 10,425 7,018 $ 65,700 $ 45,889 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The table below provides a reconciliation of the numerators and denominators of basic and diluted net loss per share for the three and nine months ended September 30, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerators: Net loss $ (4,019 ) $ (15,031 ) $ (4,769 ) $ (46,955 ) Less: Income attributable to unvested restricted stock awards — — — — Numerator for basic net loss per share (4,019 ) (15,031 ) (4,769 ) (46,955 ) Effect of dilutive securities: Unvested restricted stock awards — — — — Numerator for diluted net loss per share $ (4,019 ) $ (15,031 ) $ (4,769 ) $ (46,955 ) Denominators: Weighted average number of common shares outstanding 59,977 51,089 59,585 51,310 Less: Weighted average number of unvested restricted stock awards outstanding (951 ) (1,111 ) (979 ) (1,120 ) Denominator for basic net loss per share 59,026 49,978 58,606 50,190 Effect of dilutive securities: Unvested restricted stock awards — — — — Assumed exercise of stock options — — — — 1.50% convertible senior notes (see Note 6) — — — — — — — — Denominator for diluted net loss per share 59,026 49,978 58,606 50,190 Net loss per share: Basic $ (0.07 ) $ (0.30 ) $ (0.08 ) $ (0.94 ) Diluted (0.07 ) (0.30 ) (0.08 ) (0.94 ) |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table presents the carrying amount of the Notes in the condensed consolidated balance sheets (in thousands): September 30, Principal amount of the liability component $ 200,000 Less: Unamortized discount 30,370 Less: Unamortized issuance costs 4,266 Net carrying amount of the liability $ 165,364 As of September 30, 2018 and December 31, 2017 , long-term debt consisted of the following (in thousands): September 30, December 31, Revolving credit facility (1) $ 158,370 $ — 1.50% convertible senior notes (2) 165,364 — Promissory note 25,000 — Capital lease obligations and other debt 5,677 5,281 Total debt 354,411 5,281 Less: Current portion (25,535 ) (411 ) Total long-term debt and capitalized leases $ 328,876 $ 4,870 (1) Presented net of $2.2 million of unamortized debt issuance costs as of September 30, 2018 . Unamortized debt issuance costs of $1.6 million as of December 31, 2017 are classified in other noncurrent assets. (2) The principal amount of the 1.50% convertible senior notes is $200.0 million . See "Issuance of 1.50% Convertible Senior Notes" below. |
Changes in Common Stock Outstan
Changes in Common Stock Outstanding (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding Roll Forward | The following table provides details with respect to the changes to the number of shares of common stock, $0.01 par value, outstanding during the first nine months of 2018 : Shares of common stock outstanding – December 31, 2017 51,089,422 Acquisition of GEODynamics (see Note 3) 8,661,083 Restricted stock awards, net of forfeitures 384,983 Shares withheld for taxes on vesting of restricted stock awards and transferred to treasury (151,966 ) Shares of common stock outstanding – September 30, 2018 59,983,522 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | The following table presents a summary of activity for stock options, service-based restricted stock awards and performance-based stock unit awards for the nine months ended September 30, 2018 . Stock Options Service-based Restricted Stock Performance-based Stock Units Outstanding – December 31, 2017 693,277 1,088,519 159,553 Granted — 409,512 46,378 Vested/Exercised — (529,246 ) — Forfeited (6,239 ) (24,529 ) — Outstanding – September 30, 2018 687,038 944,256 205,931 Weighted average grant date fair value (2018 awards) $ — $ 29.43 $ 28.75 |
Segments, Revenue Recognition_2
Segments, Revenue Recognition and Related Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Financial information by business segment for the three and nine months ended September 30, 2018 and 2017 is summarized in the following tables (in thousands). Revenues Depreciation and Operating income (loss) Capital Total assets Three months ended September 30, 2018 Well Site Services – Completion Services $ 111,669 $ 16,884 $ (3,271 ) $ 17,915 $ 540,203 Drilling Services 16,920 3,479 (2,206 ) 2,711 68,444 Total Well Site Services 128,589 20,363 (5,477 ) 20,626 608,647 Downhole Technologies 56,571 4,582 6,485 8,727 691,974 Offshore/Manufactured Products 89,434 5,426 7,069 3,475 703,203 Corporate — 215 (11,799 ) 197 40,972 Total $ 274,594 $ 30,586 $ (3,722 ) $ 33,025 $ 2,044,796 Revenues Depreciation and Operating income (loss) Capital Total assets Three months ended September 30, 2017 Well Site Services – Completion Services $ 61,015 $ 15,679 $ (9,933 ) $ 2,447 $ 427,207 Drilling Services 16,162 4,454 (3,235 ) 1,693 74,991 Total Well Site Services 77,177 20,133 (13,168 ) 4,140 502,198 Downhole Technologies — — — — — Offshore/Manufactured Products 86,871 6,404 7,334 2,846 782,651 Corporate — 251 (12,349 ) 54 44,506 Total $ 164,048 $ 26,788 $ (18,183 ) $ 7,040 $ 1,329,355 Revenues Depreciation and Operating income (loss) Capital Total assets Nine months ended September 30, 2018 Well Site Services – Completion Services $ 302,877 $ 49,082 $ (6,538 ) $ 40,430 $ 540,203 Drilling Services 51,235 10,898 (7,474 ) 5,737 68,444 Total Well Site Services 354,112 59,980 (14,012 ) 46,167 608,647 Downhole Technologies 161,626 12,998 26,139 13,793 691,974 Offshore/Manufactured Products 298,277 17,026 32,185 10,606 703,203 Corporate — 694 (40,248 ) 720 40,972 Total $ 814,015 $ 90,698 $ 4,064 $ 71,286 $ 2,044,796 Revenues Depreciation and Operating income (loss) Capital Total assets Nine months ended September 30, 2017 Well Site Services – Completion Services $ 167,577 $ 48,400 $ (38,960 ) $ 8,560 $ 427,207 Drilling Services 39,120 14,283 (11,239 ) 2,800 74,991 Total Well Site Services 206,697 62,683 (50,199 ) 11,360 502,198 Downhole Technologies — — — — — Offshore/Manufactured Products 280,220 19,091 27,460 8,775 782,651 Corporate — 778 (37,274 ) 196 44,506 Total $ 486,917 $ 82,552 $ (60,013 ) $ 20,331 $ 1,329,355 |
Supplemental Revenue Information by Segments | The following table provides supplemental disaggregated revenue from contracts with customers by business segment for the three and nine months ended September 30, 2018 and 2017 (in thousands): Well Site Services Downhole Technologies Offshore/Manufactured Products Total 2018 2017 2018 2017 2018 2017 2018 2017 Three months ended September 30 Major revenue categories - Project-driven products $ — $ — $ — $ — $ 22,277 $ 22,698 $ 22,277 $ 22,698 Short-cycle: Completion products and services 111,669 61,015 56,571 — 27,463 29,873 195,703 90,888 Drilling services 16,920 16,162 — — — — 16,920 16,162 Other products — — — — 6,707 7,908 6,707 7,908 Total short-cycle 128,589 77,177 56,571 — 34,170 37,781 219,330 114,958 Other products and services — — — — 32,987 26,392 32,987 26,392 $ 128,589 $ 77,177 $ 56,571 $ — $ 89,434 $ 86,871 $ 274,594 $ 164,048 Percentage of total revenue by type - Products — % — % 98 % — % 73 % 78 % 44 % 41 % Services 100 % 100 % 2 % — % 27 % 22 % 56 % 59 % Well Site Services Downhole Technologies Offshore/Manufactured Products Total 2018 2017 2018 2017 2018 2017 2018 2017 Nine months ended September 30 Major revenue categories - Project-driven products $ — $ — $ — $ — $ 98,301 $ 89,615 $ 98,301 $ 89,615 Short-cycle: Completion products and services 302,877 167,577 161,626 — 90,218 86,840 554,721 254,417 Drilling services 51,235 39,120 — — — — 51,235 39,120 Other products — — — — 21,718 24,032 21,718 24,032 Total short-cycle 354,112 206,697 161,626 — 111,936 110,872 627,674 317,569 Other products and services — — — — 88,040 79,733 88,040 79,733 $ 354,112 $ 206,697 $ 161,626 $ — $ 298,277 $ 280,220 $ 814,015 $ 486,917 Percentage of total revenue by type - Products — % — % 98 % — % 76 % 80 % 47 % 46 % Services 100 % 100 % 2 % — % 24 % 20 % 53 % 54 % |
Contract with Customer, Asset and Liability | The following table summarizes balances related to contracts with customers, including trade receivables, unbilled revenue, contract assets and contract liabilities (deferred revenue), as of September 30, 2018 and December 31, 2017 (in thousands). September 30, December 31, 2017 Customer Accounts Receivable: Trade $ 223,341 $ 153,912 Unbilled revenue 37,957 21,638 Contract assets 34,687 41,195 $ 295,985 $ 216,745 Contract liabilities (deferred revenue) $ 13,489 $ 18,234 The following table summarizes the significant changes in the contract assets and contract liabilities (deferred revenue) for longer-term, project-driven and other contracts within the Offshore/Manufactured Products segment during the nine months ended September 30, 2018 (in thousands). Nine Months Ended September 30, 2018 Contract Assets Deferred Revenue Revenue recognized that was included in the contract liability balance at the beginning of the period $ — $ (9,113 ) Increases due to billings, excluding amounts recognized as revenue during the period — 4,796 Increases due to revenue recognized during the period 36,519 — Transferred to receivables from contract assets recognized at the beginning of the period (43,331 ) — |
Business Acquisitions, Goodwi_3
Business Acquisitions, Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | Feb. 28, 2018 | Jan. 12, 2018 | Feb. 28, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Business Combination Segment Allocation [Line Items] | |||||||||
Shares issued in acquisition (in shares) | 8,661,083 | ||||||||
Transaction costs | $ 0 | $ 2,600,000 | |||||||
Transactions costs | 4,019,000 | $ 15,031,000 | $ 4,769,000 | $ 46,955,000 | |||||
Weighted average remaining amortization period | 15 years 146 days | 7 years 9 months 18 days | |||||||
Amortization expense, remainder of 2018 | 6,500,000 | $ 6,500,000 | $ 6,500,000 | ||||||
Amortization expense, 2019 | 25,100,000 | 25,100,000 | 25,100,000 | ||||||
Amortization expense, 2020 | 23,100,000 | 23,100,000 | 23,100,000 | ||||||
Amortization expense, 2021 | 17,100,000 | 17,100,000 | 17,100,000 | ||||||
Amortization expense, 2022 | 16,200,000 | 16,200,000 | 16,200,000 | ||||||
Amortization expense | $ 6,400,000 | $ 2,200,000 | 18,400,000 | $ 6,400,000 | |||||
GEODynamics, Inc. | |||||||||
Business Combination Segment Allocation [Line Items] | |||||||||
Payments to acquire business | $ 295,430,000 | ||||||||
Shares issued in acquisition (in shares) | 8,660,000 | ||||||||
Consideration transferred, equity interest issued | $ 294,910,000 | ||||||||
Consideration transferred, unsecured promissory note | 25,000,000 | ||||||||
Shelf registration, shares sold by selling stockholders (in shares) | 5,930,000 | ||||||||
Acquisition price | $ 615,340,000 | ||||||||
Falcon | |||||||||
Business Combination Segment Allocation [Line Items] | |||||||||
Payments to acquire business | $ 84,246,000 | ||||||||
Consideration transferred, equity interest issued | 0 | ||||||||
Consideration transferred, unsecured promissory note | 0 | ||||||||
Acquisition price | $ 84,246,000 | ||||||||
Unsecured Debt | |||||||||
Business Combination Segment Allocation [Line Items] | |||||||||
Stated interest rate | 2.50% | ||||||||
Acquisition-related Costs | |||||||||
Business Combination Segment Allocation [Line Items] | |||||||||
Transactions costs | $ 2,000,000 | ||||||||
Downhole Technologies | |||||||||
Business Combination Segment Allocation [Line Items] | |||||||||
Revenues of acquiree since acquisition date | 161,600,000 | ||||||||
Operating income of acquiree since acquisition date | $ 26,100,000 |
Business Acquisitions, Goodwi_4
Business Acquisitions, Goodwill and Other Intangible Assets - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Feb. 28, 2018 | Jan. 12, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 656,753 | $ 268,009 | ||
GEODynamics, Inc. | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable, net | $ 37,282 | |||
Inventories | 36,135 | |||
Property, plant and equipment | 25,769 | |||
Other assets | 1,627 | |||
Accounts payable and accrued liabilities | (21,174) | |||
Deferred income taxes | (23,627) | |||
Other liabilities | (2,276) | |||
Total identifiable net assets | 252,736 | |||
Goodwill | 362,604 | |||
Total net assets | 615,340 | |||
Falcon | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable, net | $ 21,180 | |||
Inventories | 242 | |||
Property, plant and equipment | 30,000 | |||
Other assets | 664 | |||
Accounts payable and accrued liabilities | (10,200) | |||
Deferred income taxes | 0 | |||
Other liabilities | (167) | |||
Total identifiable net assets | 57,819 | |||
Goodwill | 26,427 | |||
Total net assets | 84,246 | |||
Customer relationships | GEODynamics, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 100,000 | |||
Intangible asset weighted-average useful lives (years): | 20 years | |||
Customer relationships | Falcon | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 13,500 | |||
Intangible asset weighted-average useful lives (years): | 15 years | |||
Patents, Technology, Know-how | GEODynamics, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 47,000 | |||
Intangible asset weighted-average useful lives (years): | 17 years | |||
Patents, Technology, Know-how | Falcon | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 0 | |||
Tradenames | GEODynamics, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 34,000 | |||
Intangible asset weighted-average useful lives (years): | 20 years | |||
Tradenames | Falcon | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 1,500 | |||
Intangible asset weighted-average useful lives (years): | 20 years | |||
Noncompete agreements | GEODynamics, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 18,000 | |||
Intangible asset weighted-average useful lives (years): | 3 years | |||
Noncompete agreements | Falcon | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 1,100 | |||
Intangible asset weighted-average useful lives (years): | 3 years |
Business Acquisitions, Goodwi_5
Business Acquisitions, Goodwill and Other Intangible Assets - Summary of Consideration Transferred (Details) - USD ($) $ in Thousands | Feb. 28, 2018 | Jan. 12, 2018 |
GEODynamics, Inc. | ||
Business Acquisition [Line Items] | ||
Cash, net of cash acquired | $ 295,430 | |
Oil States common stock | 294,910 | |
Promissory note | 25,000 | |
Total consideration | $ 615,340 | |
Falcon | ||
Business Acquisition [Line Items] | ||
Cash, net of cash acquired | $ 84,246 | |
Oil States common stock | 0 | |
Promissory note | 0 | |
Total consideration | $ 84,246 |
Business Acquisitions, Goodwi_6
Business Acquisitions, Goodwill and Other Intangible Assets - Summary of Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Business Combinations [Abstract] | ||
Revenue | $ 840,639 | $ 663,046 |
Net loss | $ (2,909) | $ (46,157) |
Diluted net loss per share (in dollars per share) | $ (0.05) | $ (0.78) |
Diluted weighted average common shares outstanding (in shares) | 59,132 | 58,851 |
Business Acquisitions, Goodwi_7
Business Acquisitions, Goodwill and Other Intangible Assets - Changes in the Carrying Value of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Changes in carrying value of goodwill | |
Goodwill, gross, beginning of period | $ 385,304 |
Accumulated impairment losses, beginning of period | (117,295) |
Goodwill, net, beginning of period | 268,009 |
Goodwill acquired | 389,031 |
Foreign currency translation | (287) |
Goodwill, gross, end of period | 774,048 |
Accumulated impairment losses, end of period | (117,295) |
Goodwill, net, end of period | 656,753 |
Well Site Services | |
Changes in carrying value of goodwill | |
Goodwill, gross, beginning of period | 222,398 |
Accumulated impairment losses, beginning of period | (117,295) |
Goodwill, net, beginning of period | 105,103 |
Goodwill acquired | 26,427 |
Foreign currency translation | 0 |
Goodwill, gross, end of period | 248,825 |
Accumulated impairment losses, end of period | (117,295) |
Goodwill, net, end of period | 131,530 |
Downhole Technology | |
Changes in carrying value of goodwill | |
Goodwill, gross, beginning of period | 0 |
Accumulated impairment losses, beginning of period | 0 |
Goodwill, net, beginning of period | 0 |
Goodwill acquired | 362,604 |
Foreign currency translation | 0 |
Goodwill, gross, end of period | 362,604 |
Accumulated impairment losses, end of period | 0 |
Goodwill, net, end of period | 362,604 |
Offshore / Manufactured Products | |
Changes in carrying value of goodwill | |
Goodwill, gross, beginning of period | 162,906 |
Accumulated impairment losses, beginning of period | 0 |
Goodwill, net, beginning of period | 162,906 |
Goodwill acquired | 0 |
Foreign currency translation | (287) |
Goodwill, gross, end of period | 162,619 |
Accumulated impairment losses, end of period | 0 |
Goodwill, net, end of period | 162,619 |
Completion Services | Well Site Services | |
Changes in carrying value of goodwill | |
Goodwill, gross, beginning of period | 199,631 |
Accumulated impairment losses, beginning of period | (94,528) |
Goodwill, net, beginning of period | 105,103 |
Goodwill acquired | 26,427 |
Foreign currency translation | 0 |
Goodwill, gross, end of period | 226,058 |
Accumulated impairment losses, end of period | (94,528) |
Goodwill, net, end of period | 131,530 |
Drilling Services | Well Site Services | |
Changes in carrying value of goodwill | |
Goodwill, gross, beginning of period | 22,767 |
Accumulated impairment losses, beginning of period | (22,767) |
Goodwill, net, beginning of period | 0 |
Goodwill acquired | 0 |
Foreign currency translation | 0 |
Goodwill, gross, end of period | 22,767 |
Accumulated impairment losses, end of period | (22,767) |
Goodwill, net, end of period | $ 0 |
Business Acquisitions, Goodwi_8
Business Acquisitions, Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 309,855 | $ 96,019 |
Accumulated Amortization | 61,979 | 45,754 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 159,557 | 44,557 |
Accumulated Amortization | 29,396 | 22,661 |
Patents, Technology, Know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 83,672 | 35,762 |
Accumulated Amortization | 20,818 | 15,844 |
Noncompete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 23,689 | 4,899 |
Accumulated Amortization | 7,441 | 2,799 |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42,937 | 10,801 |
Accumulated Amortization | $ 4,324 | $ 4,450 |
Details of Selected Balance S_3
Details of Selected Balance Sheet Accounts - Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 305,272 | $ 223,455 |
Allowance for doubtful accounts | (8,559) | (7,316) |
Accounts receivable, net | 296,713 | 216,139 |
Trade | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 223,341 | 153,912 |
Unbilled revenue | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 37,957 | 21,638 |
Contract assets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 34,687 | 41,195 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 9,287 | $ 6,710 |
Details of Selected Balance S_4
Details of Selected Balance Sheet Accounts - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Details of Selected Balance Sheet Accounts [Abstract] | ||
Finished goods and purchased products | $ 96,439 | $ 82,990 |
Work in process | 23,988 | 30,689 |
Raw materials | 108,653 | 70,255 |
Total inventories | 229,080 | 183,934 |
Allowance for excess or obsolete inventory | (18,297) | (15,649) |
Inventories, net | $ 210,783 | $ 168,285 |
Details of Selected Balance S_5
Details of Selected Balance Sheet Accounts - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Details of Selected Balance Sheet Accounts [Abstract] | ||
Income taxes receivable | $ 9,728 | $ 5,927 |
Prepayments to vendors | 3,578 | 2,962 |
Prepaid insurance | 1,896 | 5,007 |
Other | 6,670 | 4,158 |
Prepaid expenses and other current assets | $ 21,872 | $ 18,054 |
Details of Selected Balance S_6
Details of Selected Balance Sheet Accounts - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,455,067 | $ 1,357,729 |
Accumulated depreciation | (910,414) | (858,839) |
Property, plant, and equipment, net | 544,653 | 498,890 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 37,246 | 35,808 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 244,401 | 235,330 |
Buildings and leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 2 years | |
Buildings and leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 40 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 475,307 | 458,458 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 1 year | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 28 years | |
Completion Services equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 482,571 | 431,714 |
Completion Services equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 2 years | |
Completion Services equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 43,077 | 43,664 |
Office furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Office furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 122,543 | 118,198 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 2 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 49,922 | $ 34,557 |
Details of Selected Balance S_7
Details of Selected Balance Sheet Accounts - Narrative (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2018USD ($) | |
Offshore / Manufactured Products | |
Segment Reporting Information [Line Items] | |
Gain on insurance settlement | $ 3.6 |
Details of Selected Balance S_8
Details of Selected Balance Sheet Accounts - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Details of Selected Balance Sheet Accounts [Abstract] | ||
Deferred compensation plan | $ 23,201 | $ 20,988 |
Deferred income taxes | 748 | 519 |
Other | 5,936 | 6,903 |
Other noncurrent assets | $ 29,885 | $ 28,410 |
Details of Selected Balance S_9
Details of Selected Balance Sheet Accounts - Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Details of Selected Balance Sheet Accounts [Abstract] | ||
Accrued compensation | $ 30,870 | $ 25,794 |
Insurance liabilities | 9,393 | 6,831 |
Accrued taxes, other than income taxes | 9,472 | 3,591 |
Accrued commissions | 2,348 | 1,335 |
Accrued claims | 3,192 | 1,320 |
Other | 10,425 | 7,018 |
Accrued liabilities | $ 65,700 | $ 45,889 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerators: | ||||
Net loss | $ (4,019) | $ (15,031) | $ (4,769) | $ (46,955) |
Less: Income attributable to unvested restricted stock awards | 0 | 0 | 0 | 0 |
Numerator for basic net loss per share | (4,019) | (15,031) | (4,769) | (46,955) |
Effect of dilutive securities: | ||||
Unvested restricted stock awards | 0 | 0 | 0 | 0 |
Numerator for diluted net loss per share | $ (4,019) | $ (15,031) | $ (4,769) | $ (46,955) |
Denominators: | ||||
Weighted average number of common shares outstanding (in shares) | 59,977 | 51,089 | 59,585 | 51,310 |
Less: Weighted average number of unvested restricted stock awards outstanding (in shares) | (951) | (1,111) | (979) | (1,120) |
Denominator for basic net loss per share (in shares) | 59,026 | 49,978 | 58,606 | 50,190 |
Effect of dilutive securities: | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 0 | 0 | 0 | 0 |
Incremental common shares attributable to dilutive effect of conversion of debt securities (in shares) | 0 | 0 | 0 | 0 |
Denominator for diluted net loss per share (in shares) | 59,026 | 49,978 | 58,606 | 50,190 |
Net loss per share: | ||||
Basic (in dollars per share) | $ (0.07) | $ (0.30) | $ (0.08) | $ (0.94) |
Diluted (in dollars per share) | $ (0.07) | $ (0.30) | $ (0.08) | $ (0.94) |
Restricted Stock | ||||
Effect of dilutive securities: | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 0 | 0 | 0 | 0 |
Employee Stock Option | ||||
Effect of dilutive securities: | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 0 | 0 | 0 | 0 |
1.5% Convertible Unsecured Senior Notes | ||||
Net loss per share: | ||||
Stated interest rate | 1.50% | 1.50% |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 694 | 701 | 696 | 712 |
1.5% Convertible Unsecured Senior Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stated interest rate | 1.50% | 1.50% |
Long-term Debt- Summary of Long
Long-term Debt- Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 30, 2018 | Jan. 12, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Total debt | $ 354,411 | $ 5,281 | ||
Less: Current portion | (25,535) | (411) | ||
Long-term debt and capitalized leases | 328,876 | 4,870 | ||
Unamortized debt issuance costs | 2,200 | 1,600 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Total debt | 165,364 | 0 | ||
Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Total debt | 25,000 | 0 | ||
Stated interest rate | 2.50% | |||
Capital lease obligations and other debt | ||||
Debt Instrument [Line Items] | ||||
Total debt | 5,677 | 5,281 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 158,370 | $ 0 | ||
1.5% Convertible Unsecured Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 1.50% | |||
1.5% Convertible Unsecured Senior Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | $ 4,266 | |||
Stated interest rate | 1.50% | |||
Long-term debt, gross | $ 200,000 | $ 200,000 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | Jan. 01, 2019 | May 14, 2018USD ($) | Jan. 30, 2018USD ($)day$ / shares | Dec. 31, 2018 | Sep. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jan. 12, 2018USD ($) |
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 350,000,000 | |||||||
Additional borrowing capacity | $ 500,000,000 | |||||||
Long-term line of credit | $ 160,600,000 | $ 160,600,000 | ||||||
Letters of credit outstanding | 23,000,000 | 23,000,000 | ||||||
Remaining borrowing capacity | $ 149,800,000 | $ 149,800,000 | ||||||
Deferred financing costs expensed | $ 400,000 | |||||||
Minimum coverage ratio | 3 | |||||||
Maximum leverage ratio | 2.25 | |||||||
Revolving Credit Facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity, commitment fee percentage | 0.25% | |||||||
Revolving Credit Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity, commitment fee percentage | 0.50% | |||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.75% | |||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.00% | |||||||
Revolving Credit Facility | Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.75% | |||||||
Revolving Credit Facility | Base Rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.00% | |||||||
Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||
Forecast | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum leverage ratio | 3.75 | 4 | ||||||
Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 25,000,000 | |||||||
Stated interest rate | 2.50% | |||||||
1.5% Convertible Unsecured Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 1.50% | 1.50% | ||||||
1.5% Convertible Unsecured Senior Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of the liability component | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | |||||
Proceeds from issuance of debt | 194,000,000 | |||||||
Debt instrument, unamortized discount | 34,400,000 | 30,370,000 | 30,370,000 | |||||
Equity component of debt instrument, net of issuance costs and deferred taxes | $ 25,700,000 | |||||||
Effective interest rate percentage | 6.00% | |||||||
Interest expense | 2,500,000 | 6,600,000 | ||||||
Cash interest expense | $ 800,000 | $ 2,000,000 | ||||||
Debt instrument, convertible conversion ratio | 0.222748 | |||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 44.89 | |||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | |||||||
Debt instrument, convertible, threshold trading days | day | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | |||||||
Debt instrument, convertible, measurement period | 5 days | |||||||
Debt instrument, convertible, threshold consecutive trading days, sale price per share | 5 days | |||||||
Debt instrument, threshold percentage of sales price per share | 98.00% | |||||||
Stated interest rate | 1.50% |
Long-term Debt - Carrying Amoun
Long-term Debt - Carrying Amount of the 1.50% Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Less: Unamortized issuance costs | $ 2,200 | $ 1,600 | |
Convertible Debt | 1.5% Convertible Unsecured Senior Notes | |||
Debt Instrument [Line Items] | |||
Principal amount of the liability component | 200,000 | $ 200,000 | |
Less: Unamortized discount | 30,370 | $ 34,400 | |
Less: Unamortized issuance costs | 4,266 | ||
Net carrying amount of the liability | $ 165,364 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - 1.5% Convertible Unsecured Senior Notes - Convertible Debt - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 30, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Principal amount of the liability component | $ 200,000 | $ 200,000 |
Fair Value, Inputs, Level 1 | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 215,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Outstanding Activity (Details) | 9 Months Ended |
Sep. 30, 2018shares | |
Changes in Common Stock Outstanding [Roll Forward] | |
Shares of common stock outstanding – December 31, 2017 (in shares) | 51,089,422 |
Acquisition of GEODynamics (in shares) | 8,661,083 |
Restricted stock awards, net of forfeitures (in shares) | 384,983 |
Shares withheld for taxes on vesting of restricted stock awards and transferred to treasury (in shares) | (151,966) |
Shares of common stock outstanding – September 30, 2018 (in shares) | 59,983,522 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | Jul. 25, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Jul. 29, 2015 |
Equity, Class of Treasury Stock [Line Items] | ||||
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 | ||
Share Repurchase Program | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Authorized amount | $ 150,000,000 | |||
Period in force | 1 year | |||
Remaining authorized repurchase amount | $ 120,500,000 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss - (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive loss | $ 69,731 | $ 69,731 | $ 58,493 | ||
Currency translation adjustments | $ (2,539) | $ 4,857 | $ (11,238) | $ 13,490 | |
United Kingdom, Pounds | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exchange rate weakened | 4.00% | 4.00% | |||
Exchange rate strengthened | 8.00% | 8.00% | |||
Brazil, Brazil Real | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exchange rate weakened | 17.00% | 17.00% | |||
Exchange rate strengthened | 3.00% | 3.00% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Stock Options | |
Outstanding – December 31, 2017 (in shares) | 693,277 |
Granted (in shares) | 0 |
Vested/Exercised (in shares) | 0 |
Forfeited (in shares) | (6,239) |
Outstanding – September 30, 2018 (in shares) | 687,038 |
Weighted average grant date fair value (2018 awards) (in dollars per share) | $ / shares | $ 0 |
Service-based Restricted Stock | |
Service-based and Performance-based Stock | |
Outstanding – December 31, 2017 (in shares) | 1,088,519 |
Granted (in shares) | 409,512 |
Vested/Exercised (in shares) | (529,246) |
Forfeited (in shares) | (24,529) |
Outstanding – September 30, 2018 (in shares) | 944,256 |
Weighted average grant date fair value (2018 awards) (in dollars per share) | $ / shares | $ 29.43 |
Performance-based Stock Units | |
Service-based and Performance-based Stock | |
Outstanding – December 31, 2017 (in shares) | 159,553 |
Granted (in shares) | 46,378 |
Vested/Exercised (in shares) | 0 |
Forfeited (in shares) | 0 |
Outstanding – September 30, 2018 (in shares) | 205,931 |
Weighted average grant date fair value (2018 awards) (in dollars per share) | $ / shares | $ 28.75 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | May 08, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conditional phantom units, issued (in shares) | 46,378 | ||||
Stock-based compensation expense | $ 5.9 | $ 6.1 | $ 17.1 | $ 17.1 | |
Share-based compensation costs not yet recognized | $ 23.3 | $ 23.3 | |||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conditional phantom units, number of phantom units to be awarded (in shares) | 0 | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conditional phantom units, number of phantom units to be awarded (in shares) | 92,756 | ||||
Service-based Restricted Stock | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 3 years | ||||
Service-based Restricted Stock | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 4 years | ||||
Performance-based Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance period (in years) | 3 years | ||||
Percentage of additional performance-based awards issued (in shares) | 200.00% | 200.00% | |||
Equity Participation Plan 2018 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for future issuance (in shares) | 2,500,000 | 2,500,000 | 2,000,000 |
Taxes - (Details)
Taxes - (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | $ (3,837) | $ (4,019) | $ (3,327) | $ (15,708) | |
Pre-tax losses | 7,856 | $ 19,050 | $ 8,096 | $ 62,663 | |
Provisional income tax expense (benefit) | (5,800) | $ 28,200 | |||
Effective income tax rate | 21.10% | 25.10% | |||
Income tax expense due to transition tax on foreign subsidiary earnings | 41,400 | ||||
Tax benefit due to remeasurement of net deferred tax liabilities | $ 13,200 | ||||
Expected proceeds from prior period income taxes | $ 5,500 |
Segments, Revenue Recognition_3
Segments, Revenue Recognition and Related Information - Narrative (Details) - segment | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 3 | |
Segment Reporting Information [Line Items] | ||
Revenue, remaining performance obligation, percentage of obligations, remaining fiscal year | 18.00% | |
Revenue, remaining performance obligation, percentage of obligations, remaining in year two | 57.00% | |
Customer Concentration Risk | Sales Revenue, Net | One Customer | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 10.00% | 16.00% |
Customer Concentration Risk | Accounts Receivable | One Customer | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Transferred at Point in Time | ||
Segment Reporting Information [Line Items] | ||
Revenue from contract with customer, percentage of revenue | 69.00% | 76.00% |
Transferred over Time | ||
Segment Reporting Information [Line Items] | ||
Revenue from contract with customer, percentage of revenue | 31.00% | 24.00% |
Segments, Revenue Recognition_4
Segments, Revenue Recognition and Related Information - Financial Information by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 274,594 | $ 164,048 | $ 814,015 | $ 486,917 | |
Depreciation and amortization | 30,586 | 26,788 | 90,698 | 82,552 | |
Operating income (loss) | (3,722) | (18,183) | 4,064 | (60,013) | |
Capital expenditures | 33,025 | 7,040 | 71,286 | 20,331 | |
Total assets | 2,044,796 | 1,329,355 | 2,044,796 | 1,329,355 | $ 1,301,511 |
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 215 | 251 | 694 | 778 | |
Operating income (loss) | (11,799) | (12,349) | (40,248) | (37,274) | |
Capital expenditures | 197 | 54 | 720 | 196 | |
Total assets | 40,972 | 44,506 | 40,972 | 44,506 | |
Total Well Site Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 128,589 | 77,177 | 354,112 | 206,697 | |
Depreciation and amortization | 20,363 | 20,133 | 59,980 | 62,683 | |
Operating income (loss) | (5,477) | (13,168) | (14,012) | (50,199) | |
Capital expenditures | 20,626 | 4,140 | 46,167 | 11,360 | |
Total assets | 608,647 | 502,198 | 608,647 | 502,198 | |
Downhole Technologies | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 56,571 | 0 | 161,626 | 0 | |
Depreciation and amortization | 4,582 | 0 | 12,998 | 0 | |
Operating income (loss) | 6,485 | 0 | 26,139 | 0 | |
Capital expenditures | 8,727 | 0 | 13,793 | 0 | |
Total assets | 691,974 | 0 | 691,974 | 0 | |
Offshore / Manufactured Products | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 89,434 | 86,871 | 298,277 | 280,220 | |
Depreciation and amortization | 5,426 | 6,404 | 17,026 | 19,091 | |
Operating income (loss) | 7,069 | 7,334 | 32,185 | 27,460 | |
Capital expenditures | 3,475 | 2,846 | 10,606 | 8,775 | |
Total assets | 703,203 | 782,651 | 703,203 | 782,651 | |
Completion Services | Total Well Site Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 111,669 | 61,015 | 302,877 | 167,577 | |
Depreciation and amortization | 16,884 | 15,679 | 49,082 | 48,400 | |
Operating income (loss) | (3,271) | (9,933) | (6,538) | (38,960) | |
Capital expenditures | 17,915 | 2,447 | 40,430 | 8,560 | |
Total assets | 540,203 | 427,207 | 540,203 | 427,207 | |
Drilling Services | Total Well Site Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 16,920 | 16,162 | 51,235 | 39,120 | |
Depreciation and amortization | 3,479 | 4,454 | 10,898 | 14,283 | |
Operating income (loss) | (2,206) | (3,235) | (7,474) | (11,239) | |
Capital expenditures | 2,711 | 1,693 | 5,737 | 2,800 | |
Total assets | $ 68,444 | $ 74,991 | $ 68,444 | $ 74,991 |
Segments, Revenue Recognition_5
Segments, Revenue Recognition and Related Information - Supplemental Revenue Information by Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | $ 274,594 | $ 164,048 | $ 814,015 | $ 486,917 |
Project-driven products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 22,277 | 22,698 | 98,301 | 89,615 |
Short-cycle products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 219,330 | 114,958 | 627,674 | 317,569 |
Completion products and services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 195,703 | 90,888 | 554,721 | 254,417 |
Drilling services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 16,920 | 16,162 | 51,235 | 39,120 |
Other products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 6,707 | 7,908 | 21,718 | 24,032 |
Other products and services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 32,987 | 26,392 | 88,040 | 79,733 |
Total Well Site Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 128,589 | 77,177 | 354,112 | 206,697 |
Total Well Site Services | Project-driven products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 0 | 0 | 0 | 0 |
Total Well Site Services | Short-cycle products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 128,589 | 77,177 | 354,112 | 206,697 |
Total Well Site Services | Completion products and services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 111,669 | 61,015 | 302,877 | 167,577 |
Total Well Site Services | Drilling services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 16,920 | 16,162 | 51,235 | 39,120 |
Total Well Site Services | Other products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 0 | 0 | 0 | 0 |
Total Well Site Services | Other products and services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 0 | 0 | 0 | 0 |
Downhole Technologies | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 56,571 | 0 | 161,626 | 0 |
Downhole Technologies | Project-driven products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 0 | 0 | 0 | 0 |
Downhole Technologies | Short-cycle products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 56,571 | 0 | 161,626 | 0 |
Downhole Technologies | Completion products and services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 56,571 | 0 | 161,626 | 0 |
Downhole Technologies | Drilling services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 0 | 0 | 0 | 0 |
Downhole Technologies | Other products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 0 | 0 | 0 | 0 |
Downhole Technologies | Other products and services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 0 | 0 | 0 | 0 |
Offshore / Manufactured Products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 89,434 | 86,871 | 298,277 | 280,220 |
Offshore / Manufactured Products | Project-driven products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 22,277 | 22,698 | 98,301 | 89,615 |
Offshore / Manufactured Products | Short-cycle products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 34,170 | 37,781 | 111,936 | 110,872 |
Offshore / Manufactured Products | Completion products and services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 27,463 | 29,873 | 90,218 | 86,840 |
Offshore / Manufactured Products | Drilling services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 0 | 0 | 0 | 0 |
Offshore / Manufactured Products | Other products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | 6,707 | 7,908 | 21,718 | 24,032 |
Offshore / Manufactured Products | Other products and services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from contract with customers | $ 32,987 | $ 26,392 | $ 88,040 | $ 79,733 |
Sales Revenue, Net | Products | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer, percentage of revenue | 44.00% | 41.00% | 47.00% | 46.00% |
Sales Revenue, Net | Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer, percentage of revenue | 56.00% | 59.00% | 53.00% | 54.00% |
Sales Revenue, Net | Total Well Site Services | Products | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer, percentage of revenue | 0.00% | 0.00% | 0.00% | 0.00% |
Sales Revenue, Net | Total Well Site Services | Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer, percentage of revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Sales Revenue, Net | Downhole Technologies | Products | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer, percentage of revenue | 98.00% | 0.00% | 98.00% | 0.00% |
Sales Revenue, Net | Downhole Technologies | Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer, percentage of revenue | 2.00% | 0.00% | 2.00% | 0.00% |
Sales Revenue, Net | Offshore / Manufactured Products | Products | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer, percentage of revenue | 73.00% | 78.00% | 76.00% | 80.00% |
Sales Revenue, Net | Offshore / Manufactured Products | Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer, percentage of revenue | 27.00% | 22.00% | 24.00% | 20.00% |
Segments, Revenue Recognition_6
Segments, Revenue Recognition and Related Information - Summary of Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 71.2 |
Expected timing of satisfaction, period |
Segments, Revenue Recognition_7
Segments, Revenue Recognition and Related Information - Summary of Receivables, Contracts Assets and Contract Liabilities From Contracts with Customers (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Accounts receivable, gross | $ 305,272 | $ 223,455 |
Contract liabilities (deferred revenue) | 13,489 | 18,234 |
Customer Accounts Receivable | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, gross | 295,985 | 216,745 |
Trade | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, gross | 223,341 | 153,912 |
Unbilled revenue | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, gross | 37,957 | 21,638 |
Contract assets | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, gross | $ 34,687 | $ 41,195 |
Segments, Revenue Recognition_8
Segments, Revenue Recognition and Related Information - Summary of Significant Changes in Contract Assets and Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Deferred Revenue | |
Revenue recognized that was included in the contract liability balance at the beginning of the period | $ (9,113) |
Increases due to billings, excluding amounts recognized as revenue during the period | 4,796 |
Contract Assets | |
Increases due to revenue recognized during the period | 36,519 |
Transferred to receivables from contract assets recognized at the beginning of the period | $ (43,331) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Jan. 12, 2018 | |
Business Acquisition [Line Items] | |||
Accrued settlement awards | $ 2,600,000 | $ 3,300,000 | |
Unsecured Debt | |||
Business Acquisition [Line Items] | |||
Debt instrument, face amount | $ 25,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | |
Leases Assets Purchased | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | $ 5,400 | ||
Rent Expense | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | $ 96 | $ 316 |