Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'FORUM ENERGY TECHNOLOGIES, INC. | ' |
Entity Central Index Key | '0001401257 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 92,637,828 |
Condensed_statements_of_compre
Condensed statements of comprehensive income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net sales | $390,192 | $347,767 | $1,131,078 | $1,084,768 |
Cost of sales | 265,021 | 231,273 | 776,618 | 719,029 |
Gross profit | 125,171 | 116,494 | 354,460 | 365,739 |
Operating expenses | ' | ' | ' | ' |
Selling, general and administrative expenses | 71,594 | 55,821 | 202,697 | 166,880 |
Contingent consideration expense | 0 | -700 | 0 | -4,600 |
Impairment of intangible assets | 0 | 0 | 0 | 1,161 |
Transaction expenses | 376 | 85 | 2,191 | 882 |
Loss (gain) on sale of assets and other | 209 | -1,616 | 229 | -1,539 |
Total operating expenses | 72,179 | 53,590 | 205,117 | 162,784 |
Earnings from equity investment | 2,946 | 0 | 2,946 | 0 |
Operating income | 55,938 | 62,904 | 152,289 | 202,955 |
Other expense (income) | ' | ' | ' | ' |
Interest expense | 4,373 | 3,592 | 10,847 | 13,001 |
Foreign exchange (gains) losses and other, net | 2,311 | 764 | 1,863 | 1,130 |
Deferred loan costs written off | 2,149 | 0 | 2,149 | 0 |
Total other expense | 8,833 | 4,356 | 14,859 | 14,131 |
Income before income taxes | 47,105 | 58,548 | 137,430 | 188,824 |
Provision for income tax expense | 13,924 | 17,605 | 42,371 | 61,232 |
Net income | 33,181 | 40,943 | 95,059 | 127,592 |
Less: Income attributable to noncontrolling interest | 40 | 20 | 59 | 66 |
Net income attributable to common stockholders | 33,141 | 40,923 | 95,000 | 127,526 |
Weighted average shares outstanding | ' | ' | ' | ' |
Basic (in shares) | 91,443 | 84,993 | 90,347 | 78,041 |
Diluted (in shares) | 94,734 | 92,339 | 94,527 | 84,940 |
Earnings per share | ' | ' | ' | ' |
Basic (in dollars per share) | $0.36 | $0.48 | $1.05 | $1.63 |
Diluted (in dollars per share) | $0.35 | $0.44 | $1.01 | $1.50 |
Other comprehensive income, net of tax: | ' | ' | ' | ' |
Net income | 33,181 | 40,943 | 95,059 | 127,592 |
Change in foreign currency translation, net of tax of $0 | 24,114 | 10,441 | -789 | 14,198 |
Comprehensive income | 57,295 | 51,384 | 94,270 | 141,790 |
Less: comprehensive loss (income) attributable to noncontrolling interests | -32 | -11 | 50 | -47 |
Comprehensive income attributable to common stockholders | $57,263 | $51,373 | $94,320 | $141,743 |
Condensed_consolidated_stateme
Condensed consolidated statements of comprehensive income (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Change in foreign currency translation, tax | $0 | $0 | $0 | $0 |
Condensed_consolidated_balance
Condensed consolidated balance sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $28,201 | $41,063 |
Accounts receivable—trade, net | 250,261 | 228,947 |
Inventories | 454,738 | 455,129 |
Prepaid expenses and other current assets | 22,488 | 12,744 |
Costs and estimated profits in excess of billings | 18,501 | 6,551 |
Deferred income taxes, net | 40,006 | 30,443 |
Total current assets | 814,195 | 774,877 |
Property and equipment, net of accumulated depreciation | 174,773 | 152,983 |
Deferred financing costs, net | 11,885 | 8,045 |
Intangibles | 307,558 | 257,419 |
Goodwill | 791,823 | 695,799 |
Investment in unconsolidated subsidiary | 62,277 | 0 |
Other long-term assets | 5,773 | 3,857 |
Total assets | 2,168,284 | 1,892,980 |
Current liabilities | ' | ' |
Current portion of long-term debt | 31,110 | 20,504 |
Accounts payable—trade | 111,103 | 98,990 |
Accrued liabilities | 96,612 | 93,701 |
Contingent consideration liability | 0 | 15,664 |
Deferred revenue | 18,793 | 33,720 |
Billings in excess of costs and profits recognized | 12,996 | 17,582 |
Derivative instruments | 0 | 714 |
Total current liabilities | 270,614 | 280,875 |
Long-term debt, net of current portion | 499,990 | 400,201 |
Deferred income taxes, net | 105,101 | 49,749 |
Other long-term liabilities | 8,491 | 0 |
Total liabilities | 884,196 | 730,825 |
Commitments and contingencies | ' | ' |
Equity | ' | ' |
Common stock, $0.01 par value, 296,000,000 shares authorized, 92,621,203 and 87,543,173 shares issued | 926 | 875 |
Additional paid-in capital | 818,774 | 764,635 |
Treasury stock at cost, 3,408,128 and 3,377,599 shares | -26,783 | -25,933 |
Warrants | 716 | 26,394 |
Retained earnings | 490,601 | 395,601 |
Accumulated other comprehensive loss | -779 | -100 |
Total stockholders’ equity | 1,283,455 | 1,161,472 |
Noncontrolling interest in subsidiary | 633 | 683 |
Total equity | 1,284,088 | 1,162,155 |
Total liabilities and equity | $2,168,284 | $1,892,980 |
Condensed_consolidated_balance1
Condensed consolidated balance sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Common Stock, par value (in dollars per share) | $0.01 | $0.01 |
Common Stock, shares authorized | 296,000,000 | 296,000,000 |
Common Stock, shares issued | 92,621,203 | 87,543,173 |
Treasury Stock, shares, at cost | 3,408,128 | 3,377,599 |
Condensed_consolidated_stateme1
Condensed consolidated statements of cash flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net income | $95,059 | $127,592 |
Adjustments to reconcile net income to net cash provided by operating activities | ' | ' |
Depreciation expense | 26,498 | 23,134 |
Amortization of intangible assets | 17,478 | 14,971 |
Share-based compensation expense | 15,442 | 5,553 |
Deferred income taxes | 11,474 | -1,545 |
Deferred loan costs written off | 2,149 | 0 |
Earnings from equity investment | -2,946 | 0 |
Payment of contingent consideration included in operating activities | 0 | -7,127 |
Change in contingent consideration | 0 | -4,600 |
Impairment of intangible assets | 0 | 1,161 |
Other | 582 | 608 |
Changes in operating assets and liabilities | ' | ' |
Accounts receivable—trade | 441 | -18,815 |
Inventories | 35,264 | -95,948 |
Prepaid expenses and other current assets | -12,175 | 10,330 |
Accounts payable, deferred revenue and other accrued liabilities | -9,012 | 16,180 |
Billings in excess of costs and estimated profits earned, net | -16,127 | 3,164 |
Net cash provided by operating activities | 164,127 | 74,658 |
Cash flows from investing activities | ' | ' |
Acquisition of businesses, net of cash acquired | -181,717 | -2,839 |
Investment in unconsolidated subsidiary | -112,241 | 0 |
Distribution from unconsolidated subsidiary | 64,228 | 0 |
Capital expenditures for property and equipment | -44,717 | -37,779 |
Proceeds from sale of property and equipment | 739 | 4,784 |
Net cash used in investing activities | -273,708 | -35,834 |
Cash flows from financing activities | ' | ' |
Borrowings on long-term debt | 345,520 | 78,517 |
Repayment of long-term debt | -235,346 | -432,789 |
Proceeds of IPO, net of offering costs | 0 | 256,381 |
Proceeds from concurrent private placement | 0 | 50,000 |
Payment of contingent consideration | -11,435 | -11,100 |
Excess tax benefits from stock based compensation | 4,225 | 6,990 |
Repurchases of stock | -850 | -56 |
Proceeds from stock issuance | 4,768 | 10,128 |
Deferred financing costs | -7,600 | -16 |
Net cash provided by (used in) financing activities | 99,282 | -41,945 |
Effect of exchange rate changes on cash | -2,563 | 505 |
Net increase (decrease) in cash and cash equivalents | -12,862 | -2,616 |
Cash and cash equivalents | ' | ' |
Beginning of period | 41,063 | 20,548 |
End of period | 28,201 | 17,932 |
Noncash investing and financing activities | ' | ' |
Payment of contingent consideration via stock | 4,075 | 3,341 |
Insurance policy financed through notes payable | $0 | $6,348 |
Organization_and_basis_of_pres
Organization and basis of presentation | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and basis of presentation | ' |
Organization and basis of presentation | |
Forum Energy Technologies, Inc. (the "Company"), a Delaware corporation, is a global oilfield products company, serving the subsea, drilling, completion, production and infrastructure sectors of the oil and natural gas industry. The Company designs and manufactures products, and engages in aftermarket services, parts supply and related services that complement the Company’s product offering. | |
Basis of presentation | |
The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its subsidiaries. All significant intercompany transactions have been eliminated in consolidation. | |
The Company's investment in an operating entity where the Company has the ability to exert significant influence, but does not control operating and financial policies, is accounted for using the equity method. The Company's share of the net income of this entity is recorded as "Earnings from equity investment" in the condensed consolidated statements of comprehensive income. The investment in this entity is included in "Investment in unconsolidated subsidiary" in the condensed consolidated balance sheets. The Company reports its share of equity earnings within operating income as the investee's operations are similar in nature to the operations of the Company. | |
In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company's financial position, results of operations and cash flows have been included. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ended December 31, 2013 or any other interim period. | |
These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America ("GAAP") for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2012, which are included in the Company’s 2012 Annual Report on Form 10-K filed with the SEC on March 5, 2013 (the "Annual Report"). |
Recent_accounting_pronouncemen
Recent accounting pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Recent accounting pronouncements | ' |
Recent accounting pronouncements | |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("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 December 2011, the FASB issued Accounting Standards Update ("ASU") 2011-11— "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities" ("ASU 2011-11") and in January 2013, the FASB issued ASU 2013-01— "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities" ("ASU 2013-01"). The issuance of ASU 2013-01 limited the scope of ASU 2011-11 to derivatives, repurchase agreements and securities lending transactions to the extent that they are offset in the financial statements or subject to an enforceable master netting or similar agreement. The Company adopted this update effective January 1, 2013 and it did not have a material impact on the condensed consolidated financial statements. | |
In February 2013, the FASB issued an update to existing guidance on the presentation of comprehensive income. This update requires disclosure of significant amounts reclassified out of accumulated other comprehensive income by component and their corresponding effect on the respective line items of net income. The Company adopted this update effective January 1, 2013 with the appropriate disclosures and it did not have a material impact on the condensed consolidated financial statements. | |
In July 2012, the FASB amended the Intangibles — Goodwill and Other (Topic 350) of the Accounting Standards Codification that allows entities to make a qualitative assessment of whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If, after assessing the relevant information, an entity determines it is more likely than not that the fair value is more than the carrying amount, no additional work is necessary. If an entity determines it is more likely than not that the fair value is less than the carrying amount, then the entity is required to proceed to the quantitative approach. The amended guidance is effective for the Company in the annual test in the fourth quarter of 2013 and adoption is not expected to impact consolidated financial condition or results of operations. |
Acquisitions
Acquisitions | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Acquisitions | ' | ||||
Acquisitions | |||||
2013 Acquisitions | |||||
Effective July 1, 2013, the Company completed the following two acquisitions for aggregate consideration of approximately $180.0 million: | |||||
• | Blohm + Voss Oil Tools GmbH and related entities ("B+V"), a manufacturer of pipe handling equipment used on offshore and onshore drilling rigs with locations in Hamburg, Germany and Willis, Texas. In connection with this acquisition, the Company assumed responsibility for the liabilities of B+V's pension plan. The plan had an unfunded balance of approximately $7.9 million at the time of acquisition. B+V is included in the Drilling & Subsea segment; and | ||||
• | Moffat 2000 Ltd. ("Moffat"), a Newcastle, England based manufacturer of subsea pipeline inspection gauge launching and receiving systems, and subsea connectors. Moffat is included in the Drilling & Subsea segment. | ||||
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of the acquisition (in thousands): | |||||
2013 Acquisitions | |||||
Current assets, net of cash acquired | $ | 60,574 | |||
Property and equipment | 4,545 | ||||
Intangible assets (primarily customer relationships) | 65,751 | ||||
Non-tax-deductible goodwill | 94,234 | ||||
Current liabilities | (18,240 | ) | |||
Long term liabilities | (7,879 | ) | |||
Deferred tax liabilities | (19,880 | ) | |||
Net assets acquired | $ | 179,105 | |||
2012 Acquisitions | |||||
The Company completed four acquisitions in the fourth quarter 2012 for aggregate consideration of $139.5 million. These acquisitions, all of which are included in the Drilling & Subsea segment, were: | |||||
• | Syntech Technology, Inc. ("Syntech"), a Lorton, Virginia based manufacturer of syntactic foam buoyancy materials used for ROVs and other deepwater flotation applications; | ||||
• | Wireline Solutions, LLC ("Wireline"), a Sanger, Texas based manufacturer of downhole completion tools, including composite plugs used for plug, perforate and fracture applications and wireline flow control products; | ||||
• | Dynacon, Inc. ("Dynacon"), a Bryan, Texas based provider of launch and recovery systems used for the deployment of ROVs and high quality specialized cable and umbilical handling equipment; and | ||||
• | Merrimac Manufacturing, Inc. ("Merrimac"), a Plantersville, Texas based manufacturer of consumable parts for drilling, well servicing and pressure pumping applications, including mud pump parts, power swivel parts and valves and seats for hydraulic fracturing pumps. | ||||
Contingent consideration from 2011 acquisitions | |||||
The total purchase consideration for two acquisitions completed in 2011, Wood Flowline Products, LLC ("WFP") and Phoinix Global, LLC ("Phoinix"), included two separate contingent consideration payments based on each of the acquired company's 2011 and 2012 calendar year earnings as defined in the applicable purchase and sale agreement. The contingent consideration payment related to the WFP acquisition included a portion payable in shares. Upon resolution of the results of operations for WFP for the year ended December 31, 2011, the portion of the contingent consideration payable in shares of the Company's common stock was finalized and $3.3 million was reclassified to equity in March 2012. The cash portion of the contingent consideration payments based on WFP's and Phoinix's 2011 earnings in the amount of $6.1 million and $12.1 million, respectively, were paid during the quarter ended June 30, 2012. | |||||
Upon resolution of the results of operations for WFP for the year ended December 31, 2012, the portion of the contingent consideration payable in shares of the Company's common stock was finalized and $4.1 million was reclassified to equity in May 2013. The cash portion of the contingent consideration payments based on WFP's and Phoinix's 2012 earnings in the amount of $3.5 million and $7.9 million, respectively, were paid during the quarter ended June 30, 2013. |
Investment_in_unconsolidated_s
Investment in unconsolidated subsidiary | 9 Months Ended |
Sep. 30, 2013 | |
Equity Method Investments and Joint Ventures [Abstract] | ' |
Investment in unconsolidated subsidiary | ' |
Investment in unconsolidated subsidiary | |
Effective July 1, 2013, the Company jointly purchased Global Tubing, LLC ("Global Tubing") with an equal partner, with management retaining a small interest. Global Tubing is a Dayton, Texas based provider of coiled tubing strings and related services. The Company's equity investment is reported in the Production & Infrastructure segment and is accounted for using the equity method of accounting. As part of the purchase, the Company paid $113.0 million to purchase all of the shares of ARC Global Tubing, L.P., the only asset of ARC Global Tubing, L.P. being its interest in Global Tubing. Our partner purchased the remaining interest in Global Tubing, not directly retained by management. In conjunction with the purchase, the joint venture made distributions to the new owners from borrowed funds. The Company received a disproportionate share totaling $64.2 million, making each partner's net investment $48.8 million. The investment in the unconsolidated subsidiary was increased at the time of purchase by approximately $10.6 million to record a deferred tax liability, causing the gross investment recorded to equal $59.4 million. This deferred tax liability is related to the difference between our investment in the unconsolidated subsidiary for financial reporting purposes and our outside tax basis in the limited liability company. Since the initial investment, the Company recorded $2.9 million of earnings for the three months ended September 30, 2013, and therefore, the investment was $62.3 million at September 30, 2013. |
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
The Company's significant components of inventory at September 30, 2013 and December 31, 2012 were as follows (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Raw materials and parts | $ | 136,868 | $ | 145,970 | ||||
Work in process | 72,188 | 86,558 | ||||||
Finished goods | 269,483 | 243,726 | ||||||
Gross inventories | 478,539 | 476,254 | ||||||
Inventory reserve | (23,801 | ) | (21,125 | ) | ||||
Inventories | $ | 454,738 | $ | 455,129 | ||||
Goodwill_and_intangible_assets
Goodwill and intangible assets | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Goodwill and intangible assets | ' | |||||||||||||
Goodwill and intangible assets | ||||||||||||||
Goodwill | ||||||||||||||
The changes in the carrying amount of goodwill from January 1, 2013 to September 30, 2013, were as follows (in thousands): | ||||||||||||||
Drilling & Subsea | Production & Infrastructure | Total | ||||||||||||
Goodwill Balance at January 1, 2013 net | $ | 616,520 | $ | 79,279 | $ | 695,799 | ||||||||
Acquisitions and measurement period adjustments | 94,331 | — | 94,331 | |||||||||||
Impact of non-U.S. local currency translation | 1,888 | (195 | ) | 1,693 | ||||||||||
Goodwill Balance at September 30, 2013 net | $ | 712,739 | $ | 79,084 | $ | 791,823 | ||||||||
Intangible assets | ||||||||||||||
Intangible assets consisted of the following as of September 30, 2013 and December 31, 2012, respectively (in thousands): | ||||||||||||||
September 30, 2013 | ||||||||||||||
Gross carrying | Accumulated | Net amortizable | Amortization | |||||||||||
amount | amortization | intangibles | period (in years) | |||||||||||
Customer relationships | $ | 284,198 | $ | (61,856 | ) | $ | 222,342 | 15-Apr | ||||||
Patents and technology | 35,575 | (5,880 | ) | 29,695 | 17-May | |||||||||
Non-compete agreements | 6,538 | (4,877 | ) | 1,661 | 6-Mar | |||||||||
Trade names | 48,347 | (10,912 | ) | 37,435 | 15-Oct | |||||||||
Distributor relationships | 22,160 | (10,965 | ) | 11,195 | 15-Aug | |||||||||
Trademark | 5,230 | — | 5,230 | Indefinite | ||||||||||
Intangible Assets Total | $ | 402,048 | $ | (94,490 | ) | $ | 307,558 | |||||||
December 31, 2012 | ||||||||||||||
Gross carrying | Accumulated | Net amortizable | Amortization | |||||||||||
amount | amortization | intangibles | period (in years) | |||||||||||
Customer relationships | $ | 241,358 | $ | (49,766 | ) | $ | 191,592 | 15-Apr | ||||||
Patents and technology | 19,780 | (4,360 | ) | 15,420 | 17-May | |||||||||
Non-compete agreements | 5,880 | (4,420 | ) | 1,460 | 6-Mar | |||||||||
Trade names | 40,255 | (8,680 | ) | 31,575 | 15-Oct | |||||||||
Distributor relationships | 22,160 | (10,018 | ) | 12,142 | 15-Aug | |||||||||
Trademark | 5,230 | — | 5,230 | Indefinite | ||||||||||
Intangible Assets Total | $ | 334,663 | $ | (77,244 | ) | $ | 257,419 | |||||||
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
Debt | ||||||||
Notes payable and lines of credit as of September 30, 2013 and December 31, 2012 consisted of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Senior secured revolving credit line | $ | 244,000 | $ | 122,480 | ||||
Senior secured term loan | 285,000 | 296,250 | ||||||
Other debt | 2,100 | 1,975 | ||||||
Total debt | 531,100 | 420,705 | ||||||
Less: current maturities | (31,110 | ) | (20,504 | ) | ||||
Long-term debt | $ | 499,990 | $ | 400,201 | ||||
The Company has a senior secured credit facility (the "Credit Facility") with several financial institutions as lenders, which provides for a $600.0 million revolving credit line with up to $75.0 million available for letters of credit and up to $25.0 million in swingline loans, and a term loan with an outstanding balance of $285.0 million at September 30, 2013. The Credit Facility matures in October 2016. Weighted average interest rates under the Credit Facility (without the effect of hedging) at September 30, 2013 and December 31, 2012 were 2.44% and 2.21%, respectively. | ||||||||
Availability under the Credit Facility was approximately $343.1 million at September 30, 2013. There have been no changes to the financial covenants disclosed in Item 7 of the Annual Report and the Company was in compliance with all financial covenants at September 30, 2013. | ||||||||
Subsequent to September 30, 2013, the Company issued $300.0 million of senior unsecured notes, which bear interest at a rate of 6.25% per annum ("Senior Unsecured Notes"). The Senior Unsecured Notes mature on October 1, 2021 and were issued at par. The Company used the net proceeds from the issuance of $293.0 million to repay the then-outstanding term loan balance and a portion of the revolving credit facility balance. The estimated term over which debt issue costs related to the term loan were being amortized was revised in connection with the anticipated repayment of the term loan. Accordingly, debt issue costs that had been previously capitalized of $2.1 million were charged to expense in September 2013. Approximately $7.6 million of debt issue costs related to the Senior Unsecured Notes were capitalized. | ||||||||
The Senior Unsecured Notes are senior unsecured obligations and are guaranteed on a senior unsecured basis by the Company’s subsidiaries that guarantee the Company's Credit Facility and rank junior to, among other indebtedness, the Company’s Credit Facility. The Senior Unsecured Notes contain customary covenants including certain limitations and restrictions on the Company’s ability to incur additional indebtedness, redeem or prepay subordinated debt, create liens, pay dividends and make distributions in respect of capital stock, redeem capital stock, make investments or certain other restricted payments, sell assets, issue or sell stock of restricted subsidiaries, create unrestricted subsidiaries, enter into transactions with affiliates and effect consolidations or mergers. Many of these restrictions will terminate if the Senior Unsecured Notes become rated investment grade. The indenture governing the Senior Unsecured Notes also contains customary events of default, including payment defaults; defaults for failure to comply with other covenants in the indenture; cross-acceleration; entry of final judgments in excess of $50.0 million; and certain events of bankruptcy, in certain cases subject to notice and grace periods. The Company is required to offer to repurchase the Senior Unsecured Notes in connection with specified change in control events or with excess proceeds of asset sales not applied for permitted purposes. |
Income_taxes
Income taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income taxes | ' |
Income taxes | |
The Company's effective tax rate for the nine months ended September 30, 2013 and 2012 was 30.8% and 32.4%, respectively. The tax provision is lower than the comparable period in 2012 primarily due to a higher proportion of our earnings being generated outside the United States in jurisdictions subject to lower tax rates. The effective tax rate can vary from period to period depending on the Company's relative mix of U.S. and non-U.S. earnings. The effective tax rate was 29.6% and 30.1% for the three months ended September 30, 2013 and 2012, respectively. The tax provision for the three months ended September 30, 2013 is lower than the comparable period in 2012 primarily due to a higher proportion of our earnings being derived in jurisdictions outside the U.S. subject to lower tax rates. In addition, both of these quarterly periods benefited from the release of reserves for uncertain tax positions attributable to matters in jurisdictions for which either examinations by tax authorities were concluded or the statute of limitations on assessments expired during the respective quarter. |
Fair_value_measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Disclosures [Abstract] | ' |
Fair value measurements | ' |
Fair value measurements | |
The Company had interest rate swaps with a total notional amount of $75.0 million that were executed to provide an economic hedge against interest rate risk. These swaps were not designated for hedge accounting at inception and were recorded at fair value, which is measured using the market approach valuation technique. These swaps had a fixed rate of 1.83% and expired in August 2013. The realized gains and losses are included in interest expense in the condensed consolidated statements of comprehensive income. At December 31, 2012, the fair value of the swap agreements was recorded as a short-term liability of $0.7 million. | |
In connection with the acquisitions of WFP and Phoinix, the total consideration included contingent consideration payments. The fair value of the contingent consideration for these acquisitions was estimated at the time of the respective acquisitions based on internal valuations of the earnings levels that the acquired companies were expected to achieve. The fair value was re-measured quarterly until finalized as of December 31, 2012 upon resolution of the 2012 calendar year earnings and the fair values were no longer variable after that time. These amounts were paid out during the quarter ended June 30, 2013. Refer to Note 3, Acquisitions, for further discussion. | |
At September 30, 2013, the carrying value of the Credit Facility was $529.1 million. Substantially all of the debt incurs interest at a variable interest rate and, therefore, the carrying amount approximates fair value. The fair value of the debt is classified as a Level 2 measurement because interest rates charged are similar to other financial instruments with similar terms and maturities. | |
There were no other outstanding financial assets as of September 30, 2013 and December 31, 2012 that required measuring the amounts at fair value on a recurring basis. The Company did not change its valuation techniques associated with recurring fair value measurements from prior periods and there were no transfers between levels of the fair value hierarchy during the nine months ended September 30, 2013. |
Business_segments
Business segments | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Business segments | ' | |||||||||||||||
Business segments | ||||||||||||||||
The Company’s operations are divided into the following two operating segments, which are our reportable segments: Drilling & Subsea ("D&S") and Production & Infrastructure ("P&I"). The amounts indicated below as "Corporate" relate to costs and assets not allocated to the reportable segments. Summary financial data by segment follows (in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: | ||||||||||||||||
Drilling & Subsea | $ | 248,344 | $ | 203,823 | $ | 679,482 | $ | 639,538 | ||||||||
Production & Infrastructure | 142,731 | 144,095 | 452,845 | 445,770 | ||||||||||||
Intersegment eliminations | (883 | ) | (151 | ) | (1,249 | ) | (540 | ) | ||||||||
Total Revenue | $ | 390,192 | $ | 347,767 | $ | 1,131,078 | $ | 1,084,768 | ||||||||
Operating income: | ||||||||||||||||
Drilling & Subsea | $ | 42,568 | $ | 41,406 | $ | 110,630 | $ | 133,784 | ||||||||
Production & Infrastructure | 21,402 | 25,520 | 65,600 | 80,071 | ||||||||||||
Corporate | (7,447 | ) | (6,253 | ) | (21,521 | ) | (14,996 | ) | ||||||||
Total segment operating income | 56,523 | 60,673 | 154,709 | 198,859 | ||||||||||||
Contingent consideration expense | — | (700 | ) | — | (4,600 | ) | ||||||||||
Intangible asset impairment | — | — | — | 1,161 | ||||||||||||
Transaction expenses | 376 | 85 | 2,191 | 882 | ||||||||||||
Loss (gain) on sale of assets and other | 209 | (1,616 | ) | 229 | (1,539 | ) | ||||||||||
Income from operations | $ | 55,938 | $ | 62,904 | $ | 152,289 | $ | 202,955 | ||||||||
A summary of consolidated assets by reportable segment is as follows (in thousands): | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Assets | ||||||||||||||||
Drilling & Subsea | $ | 1,636,106 | $ | 1,413,944 | ||||||||||||
Production & Infrastructure | 480,185 | 435,496 | ||||||||||||||
Corporate | 51,993 | 43,540 | ||||||||||||||
Total assets | $ | 2,168,284 | $ | 1,892,980 | ||||||||||||
Earnings_per_share
Earnings per share | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings per share | ' | |||||||||||||||
Earnings per share | ||||||||||||||||
The calculation of basic and diluted earnings per share for each period presented was as follows (dollars and shares in thousands, except per share amounts): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net Income attributable to common stockholders | $ | 33,141 | $ | 40,923 | $ | 95,000 | $ | 127,526 | ||||||||
Average shares outstanding (basic) | 91,443 | 84,993 | 90,347 | 78,041 | ||||||||||||
Common stock equivalents | 3,291 | 7,346 | 4,180 | 6,899 | ||||||||||||
Diluted shares | 94,734 | 92,339 | 94,527 | 84,940 | ||||||||||||
Earnings per share | ||||||||||||||||
Basic earnings per share | $ | 0.36 | $ | 0.48 | $ | 1.05 | $ | 1.63 | ||||||||
Diluted earnings per share | $ | 0.35 | $ | 0.44 | $ | 1.01 | $ | 1.5 | ||||||||
The diluted earnings per share calculation excludes approximately 0.3 million and 1.2 million stock options for the three months ended September 30, 2013 and 2012, respectively, and 0.3 million and 0.9 million stock options for the nine months ended September 30, 2013 and 2012, respectively, because they were anti-dilutive as the option exercise price was greater than the average market price of the common stock. |
Commitments_and_contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and contingencies | ' |
Commitments and contingencies | |
In the ordinary course of business, the Company is, and in the future, could be involved in various pending or threatened legal actions, which may or may not be covered by insurance. Management has reviewed such pending judicial and legal proceedings, the reasonably anticipated costs and expenses in connection with such proceedings, and the availability and limits of insurance coverage, and has established reserves that are believed to be appropriate in light of those outcomes that are considered to be probable and can be reasonably estimated. The reserves accrued at September 30, 2013 and 2012, respectively, are immaterial. In the opinion of management, the Company's ultimate liability, if any, with respect to these actions is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Stockholders_equity
Stockholders' equity | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Stockholders' equity | ' |
Stockholders' equity | |
Warrants | |
During the nine months ended September 30, 2013, the Company's largest shareholder converted all of its 6,366,072 warrants pursuant to the terms of a warrant agreement and received 4,227,358 shares the Company's common stock. As of September 30, 2013, approximately 370,000 warrants remained outstanding and were recorded to stockholders' equity at their fair value of $1.94 per warrant, which was determined at the time of issuance. | |
The remaining warrants expire the earlier of October 11, 2014 or upon the occurrence of certain other events. | |
Share-based compensation | |
During the nine months ended September 30, 2013, the Company granted 342,880 options and 492,140 shares of restricted stock or restricted stock units, which includes 110,720 performance share awards with a market condition. The stock options were granted on February 21, 2013 with an exercise price of $26.05. Of the restricted stock or restricted stock units granted, 359,820 vest ratably over four years on the anniversary of the grant date. On February 21, 2013, 21,600 shares of restricted stock or restricted stock units were granted to the non-employee members of the Board of Directors, which have a thirteen month vesting period from the date of grant. The performance share awards granted may settle for between zero and two shares of the Company's common stock. The number of shares issued pursuant to the performance share awards will be determined based on the total shareholder return of the Company's common stock as compared to a group of peer companies, measured annually over a three-year performance period. |
Related_party_transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related party transactions | ' |
Related party transactions | |
The Company entered into lease agreements for office and warehouse space with former owners of acquired companies or affiliates of a director. The dollar amounts related to these related party activities are not significant to the Company’s consolidated financial statements. | |
The Company purchased inventory, services and fixed assets from an affiliate of a director in amounts totaling $4.5 million and $3.4 million during the nine months ended September 30, 2013 and 2012, respectively. The Company sold $1.0 million and $1.1 million of equipment and services to an affiliate of a director during the nine months ended September 30, 2013 and 2012, respectively. |
Recent_accounting_pronouncemen1
Recent accounting pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Recent accounting pronouncements | ' |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("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 December 2011, the FASB issued Accounting Standards Update ("ASU") 2011-11— "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities" ("ASU 2011-11") and in January 2013, the FASB issued ASU 2013-01— "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities" ("ASU 2013-01"). The issuance of ASU 2013-01 limited the scope of ASU 2011-11 to derivatives, repurchase agreements and securities lending transactions to the extent that they are offset in the financial statements or subject to an enforceable master netting or similar agreement. The Company adopted this update effective January 1, 2013 and it did not have a material impact on the condensed consolidated financial statements. | |
In February 2013, the FASB issued an update to existing guidance on the presentation of comprehensive income. This update requires disclosure of significant amounts reclassified out of accumulated other comprehensive income by component and their corresponding effect on the respective line items of net income. The Company adopted this update effective January 1, 2013 with the appropriate disclosures and it did not have a material impact on the condensed consolidated financial statements. | |
In July 2012, the FASB amended the Intangibles — Goodwill and Other (Topic 350) of the Accounting Standards Codification that allows entities to make a qualitative assessment of whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If, after assessing the relevant information, an entity determines it is more likely than not that the fair value is more than the carrying amount, no additional work is necessary. If an entity determines it is more likely than not that the fair value is less than the carrying amount, then the entity is required to proceed to the quantitative approach. The amended guidance is effective for the Company in the annual test in the fourth quarter of 2013 and adoption is not expected to impact consolidated financial condition or results of operations. |
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Schedule of Acquisitions | ' | ||||
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of the acquisition (in thousands): | |||||
2013 Acquisitions | |||||
Current assets, net of cash acquired | $ | 60,574 | |||
Property and equipment | 4,545 | ||||
Intangible assets (primarily customer relationships) | 65,751 | ||||
Non-tax-deductible goodwill | 94,234 | ||||
Current liabilities | (18,240 | ) | |||
Long term liabilities | (7,879 | ) | |||
Deferred tax liabilities | (19,880 | ) | |||
Net assets acquired | $ | 179,105 | |||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory | ' | |||||||
The Company's significant components of inventory at September 30, 2013 and December 31, 2012 were as follows (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Raw materials and parts | $ | 136,868 | $ | 145,970 | ||||
Work in process | 72,188 | 86,558 | ||||||
Finished goods | 269,483 | 243,726 | ||||||
Gross inventories | 478,539 | 476,254 | ||||||
Inventory reserve | (23,801 | ) | (21,125 | ) | ||||
Inventories | $ | 454,738 | $ | 455,129 | ||||
Goodwill_and_intangible_assets1
Goodwill and intangible assets (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Schedule of Goodwill | ' | |||||||||||||
The changes in the carrying amount of goodwill from January 1, 2013 to September 30, 2013, were as follows (in thousands): | ||||||||||||||
Drilling & Subsea | Production & Infrastructure | Total | ||||||||||||
Goodwill Balance at January 1, 2013 net | $ | 616,520 | $ | 79,279 | $ | 695,799 | ||||||||
Acquisitions and measurement period adjustments | 94,331 | — | 94,331 | |||||||||||
Impact of non-U.S. local currency translation | 1,888 | (195 | ) | 1,693 | ||||||||||
Goodwill Balance at September 30, 2013 net | $ | 712,739 | $ | 79,084 | $ | 791,823 | ||||||||
Summary of Intangible Assets | ' | |||||||||||||
Intangible assets consisted of the following as of September 30, 2013 and December 31, 2012, respectively (in thousands): | ||||||||||||||
September 30, 2013 | ||||||||||||||
Gross carrying | Accumulated | Net amortizable | Amortization | |||||||||||
amount | amortization | intangibles | period (in years) | |||||||||||
Customer relationships | $ | 284,198 | $ | (61,856 | ) | $ | 222,342 | 15-Apr | ||||||
Patents and technology | 35,575 | (5,880 | ) | 29,695 | 17-May | |||||||||
Non-compete agreements | 6,538 | (4,877 | ) | 1,661 | 6-Mar | |||||||||
Trade names | 48,347 | (10,912 | ) | 37,435 | 15-Oct | |||||||||
Distributor relationships | 22,160 | (10,965 | ) | 11,195 | 15-Aug | |||||||||
Trademark | 5,230 | — | 5,230 | Indefinite | ||||||||||
Intangible Assets Total | $ | 402,048 | $ | (94,490 | ) | $ | 307,558 | |||||||
December 31, 2012 | ||||||||||||||
Gross carrying | Accumulated | Net amortizable | Amortization | |||||||||||
amount | amortization | intangibles | period (in years) | |||||||||||
Customer relationships | $ | 241,358 | $ | (49,766 | ) | $ | 191,592 | 15-Apr | ||||||
Patents and technology | 19,780 | (4,360 | ) | 15,420 | 17-May | |||||||||
Non-compete agreements | 5,880 | (4,420 | ) | 1,460 | 6-Mar | |||||||||
Trade names | 40,255 | (8,680 | ) | 31,575 | 15-Oct | |||||||||
Distributor relationships | 22,160 | (10,018 | ) | 12,142 | 15-Aug | |||||||||
Trademark | 5,230 | — | 5,230 | Indefinite | ||||||||||
Intangible Assets Total | $ | 334,663 | $ | (77,244 | ) | $ | 257,419 | |||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt | ' | |||||||
Notes payable and lines of credit as of September 30, 2013 and December 31, 2012 consisted of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Senior secured revolving credit line | $ | 244,000 | $ | 122,480 | ||||
Senior secured term loan | 285,000 | 296,250 | ||||||
Other debt | 2,100 | 1,975 | ||||||
Total debt | 531,100 | 420,705 | ||||||
Less: current maturities | (31,110 | ) | (20,504 | ) | ||||
Long-term debt | $ | 499,990 | $ | 400,201 | ||||
Business_segments_Tables
Business segments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of Segment Reporting Information, by Segment | ' | |||||||||||||||
Summary financial data by segment follows (in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: | ||||||||||||||||
Drilling & Subsea | $ | 248,344 | $ | 203,823 | $ | 679,482 | $ | 639,538 | ||||||||
Production & Infrastructure | 142,731 | 144,095 | 452,845 | 445,770 | ||||||||||||
Intersegment eliminations | (883 | ) | (151 | ) | (1,249 | ) | (540 | ) | ||||||||
Total Revenue | $ | 390,192 | $ | 347,767 | $ | 1,131,078 | $ | 1,084,768 | ||||||||
Operating income: | ||||||||||||||||
Drilling & Subsea | $ | 42,568 | $ | 41,406 | $ | 110,630 | $ | 133,784 | ||||||||
Production & Infrastructure | 21,402 | 25,520 | 65,600 | 80,071 | ||||||||||||
Corporate | (7,447 | ) | (6,253 | ) | (21,521 | ) | (14,996 | ) | ||||||||
Total segment operating income | 56,523 | 60,673 | 154,709 | 198,859 | ||||||||||||
Contingent consideration expense | — | (700 | ) | — | (4,600 | ) | ||||||||||
Intangible asset impairment | — | — | — | 1,161 | ||||||||||||
Transaction expenses | 376 | 85 | 2,191 | 882 | ||||||||||||
Loss (gain) on sale of assets and other | 209 | (1,616 | ) | 229 | (1,539 | ) | ||||||||||
Income from operations | $ | 55,938 | $ | 62,904 | $ | 152,289 | $ | 202,955 | ||||||||
A summary of consolidated assets by reportable segment is as follows (in thousands): | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Assets | ||||||||||||||||
Drilling & Subsea | $ | 1,636,106 | $ | 1,413,944 | ||||||||||||
Production & Infrastructure | 480,185 | 435,496 | ||||||||||||||
Corporate | 51,993 | 43,540 | ||||||||||||||
Total assets | $ | 2,168,284 | $ | 1,892,980 | ||||||||||||
Earnings_per_share_Tables
Earnings per share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||||||||||
The calculation of basic and diluted earnings per share for each period presented was as follows (dollars and shares in thousands, except per share amounts): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net Income attributable to common stockholders | $ | 33,141 | $ | 40,923 | $ | 95,000 | $ | 127,526 | ||||||||
Average shares outstanding (basic) | 91,443 | 84,993 | 90,347 | 78,041 | ||||||||||||
Common stock equivalents | 3,291 | 7,346 | 4,180 | 6,899 | ||||||||||||
Diluted shares | 94,734 | 92,339 | 94,527 | 84,940 | ||||||||||||
Earnings per share | ||||||||||||||||
Basic earnings per share | $ | 0.36 | $ | 0.48 | $ | 1.05 | $ | 1.63 | ||||||||
Diluted earnings per share | $ | 0.35 | $ | 0.44 | $ | 1.01 | $ | 1.5 | ||||||||
Acquisitions_Schedule_of_asset
Acquisitions (Schedule of assets acquired and liabilities assumed) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 02, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Series of Individually Immaterial Business Acquisitions [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Current assets, net of cash acquired | ' | ' | $60,574 | ' |
Property and equipment | ' | ' | 4,545 | ' |
Intangible assets (primarily customer relationships) | ' | ' | 65,751 | ' |
Non-tax-deductible goodwill | 791,823 | 695,799 | 94,234 | ' |
Current liabilities | ' | ' | -18,240 | ' |
Long term liabilities | ' | ' | -7,879 | ' |
Deferred tax liabilities | ' | ' | -19,880 | ' |
Net assets acquired | ' | ' | $179,105 | $139,500 |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | Jul. 02, 2013 | Dec. 31, 2012 | Jul. 02, 2013 | 31-May-13 | Mar. 31, 2012 | Feb. 28, 2011 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Series of Individually Immaterial Business Acquisitions [Member] | Series of Individually Immaterial Business Acquisitions [Member] | Blohm and Voss Oil Tools GmbH [Member] | Wood Flowline Products, LLC [Member] | Wood Flowline Products, LLC [Member] | Wood Flowline Products, LLC [Member] | Wood Flowline Products, LLC [Member] | Wood Flowline Products, LLC [Member] | Phoinix Global LLC [Member] | Phoinix Global LLC [Member] | |
payments | ||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Approximate consideration for individually immaterial acquisitions | $180,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate consideration | 179,105,000 | 139,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities assumed | ' | ' | 7,900,000 | ' | ' | ' | ' | ' | ' | ' |
Number of contingent consideration payments (in payments) | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' |
Reclassification from liability to equity | ' | ' | ' | 4,100,000 | 3,300,000 | ' | ' | ' | ' | ' |
Contingent consideration cash payment | ' | ' | ' | ' | ' | ' | $3,500,000 | $6,100,000 | $7,900,000 | $12,100,000 |
Investment_in_unconsolidated_s1
Investment in unconsolidated subsidiary (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Jul. 02, 2013 | |
Global Tubing LLC [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' |
Investment in unconsolidated subsidiary | ' | ' | $112,241,000 | $0 | ' | $113,000,000 |
Distribution from unconsolidated subsidiary | ' | ' | 64,228,000 | 0 | ' | 64,200,000 |
Equity method investment, partner net investment | ' | ' | ' | ' | ' | 48,800,000 |
Equity method investment, deferred tax liability | ' | ' | ' | ' | ' | 10,600,000 |
Equity method investment, partner gross investment | ' | ' | ' | ' | ' | 59,400,000 |
Earnings from equity investment | 2,946,000 | 0 | 2,946,000 | 0 | ' | ' |
Investment in unconsolidated subsidiary | $62,277,000 | ' | $62,277,000 | ' | $0 | ' |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials and parts | $136,868 | $145,970 |
Work in process | 72,188 | 86,558 |
Finished goods | 269,483 | 243,726 |
Gross inventories | 478,539 | 476,254 |
Inventory reserve | -23,801 | -21,125 |
Inventories | $454,738 | $455,129 |
Goodwill_and_intangible_assets2
Goodwill and intangible assets (Schedule of Goodwill) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill [Roll Forward] | ' |
Goodwill Balance at January 1, 2013 net | $695,799 |
Acquisitions and measurement period adjustments | 94,331 |
Impact of non-U.S. local currency translation | 1,693 |
Goodwill Balance at September 30, 2013 net | 791,823 |
Drilling & Subsea [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill Balance at January 1, 2013 net | 616,520 |
Acquisitions and measurement period adjustments | 94,331 |
Impact of non-U.S. local currency translation | 1,888 |
Goodwill Balance at September 30, 2013 net | 712,739 |
Production & Infrastructure [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill Balance at January 1, 2013 net | 79,279 |
Acquisitions and measurement period adjustments | 0 |
Impact of non-U.S. local currency translation | -195 |
Goodwill Balance at September 30, 2013 net | $79,084 |
Goodwill_and_intangible_assets3
Goodwill and intangible assets (Finite-Lived and Indefinite-Lived Intangible Assets) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | -94,490 | -77,244 |
Intangible Assets Total, Gross carrying amount | 402,048 | 334,663 |
Intangible Assets Total, Net amortizable intangibles | 307,558 | 257,419 |
Trademark [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Indefinite-lived intangible assets | 5,230 | 5,230 |
Customer relationships [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 284,198 | 241,358 |
Accumulated amortization | -61,856 | -49,766 |
Net amortizable intangibles | 222,342 | 191,592 |
Patents and technology [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 35,575 | 19,780 |
Accumulated amortization | -5,880 | -4,360 |
Net amortizable intangibles | 29,695 | 15,420 |
Non-compete agreements [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 6,538 | 5,880 |
Accumulated amortization | -4,877 | -4,420 |
Net amortizable intangibles | 1,661 | 1,460 |
Trade names [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 48,347 | 40,255 |
Accumulated amortization | -10,912 | -8,680 |
Net amortizable intangibles | 37,435 | 31,575 |
Distributor relationships [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 22,160 | 22,160 |
Accumulated amortization | -10,965 | -10,018 |
Net amortizable intangibles | 11,195 | 12,142 |
Minimum [Member] | Customer relationships [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (in years) | '4 years | '4 years |
Minimum [Member] | Patents and technology [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (in years) | '5 years | '5 years |
Minimum [Member] | Non-compete agreements [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (in years) | '3 years | '3 years |
Minimum [Member] | Trade names [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (in years) | '10 years | '10 years |
Minimum [Member] | Distributor relationships [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (in years) | '8 years | '8 years |
Maximum [Member] | Customer relationships [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (in years) | '15 years | '15 years |
Maximum [Member] | Patents and technology [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (in years) | '17 years | '17 years |
Maximum [Member] | Non-compete agreements [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (in years) | '6 years | '6 years |
Maximum [Member] | Trade names [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (in years) | '15 years | '15 years |
Maximum [Member] | Distributor relationships [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (in years) | '15 years | '15 years |
Debt_Schedule_of_LongTerm_Debt
Debt (Schedule of Long-Term Debt) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total debt | $531,100 | $420,705 |
Less: current maturities | -31,110 | -20,504 |
Long-term debt | 499,990 | 400,201 |
Senior Secured Revolving Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 244,000 | 122,480 |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 285,000 | 296,250 |
Other Debt [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | $2,100 | $1,975 |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 31, 2013 | |
Credit Facility [Member] | Credit Facility [Member] | Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Letter of Credit [Member] | Swingline Loan [Member] | Subsequent Event [Member] | ||||||
Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Unsecured Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | $600,000,000 | $75,000,000 | $25,000,000 | ' |
Debt, outstanding balance | 531,100,000 | ' | 531,100,000 | ' | 420,705,000 | 244,000,000 | 122,480,000 | 285,000,000 | 296,250,000 | ' | ' | ' | ' |
Weighted average interest rates | ' | ' | ' | ' | ' | 2.44% | 2.21% | ' | ' | ' | ' | ' | ' |
Line of credit facility, remaining borrowing capacity | ' | ' | ' | ' | ' | 343,100,000 | ' | ' | ' | ' | ' | ' | ' |
Principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 |
Stated interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.25% |
Deferred loan costs written off | 2,149,000 | 0 | 2,149,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized debt issuance costs | $7,600,000 | ' | $7,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_taxes_Details
Income taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Effective income tax rate | 29.60% | 30.10% | 30.80% | 32.40% |
Fair_value_measurements_Narrat
Fair value measurements (Narrative) (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Significant unobservable inputs (Level 3) [Member] | |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Interest rate derivative liabilities, at fair value | ' | $75,000,000 | ' | ' |
Fixed interest rate | ' | ' | 1.83% | ' |
Interest rate derivatives | ' | ' | ' | 700,000 |
Debt instrument, fair value disclosure | $529,100,000 | ' | ' | ' |
Business_segments_Income_State
Business segments (Income Statement by Segment) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
segments | ||||
Segment Reporting [Abstract] | ' | ' | ' | ' |
Number of operating segments (in segments) | ' | ' | 2 | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $390,192 | $347,767 | $1,131,078 | $1,084,768 |
Operating income | 55,938 | 62,904 | 152,289 | 202,955 |
Contingent consideration expense | 0 | -700 | 0 | -4,600 |
Impairment of intangible assets | 0 | 0 | 0 | 1,161 |
Transaction expenses | 376 | 85 | 2,191 | 882 |
Loss on sale of assets | 209 | -1,616 | 229 | -1,539 |
Total segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Operating income | 56,523 | 60,673 | 154,709 | 198,859 |
Drilling & Subsea [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 248,344 | 203,823 | 679,482 | 639,538 |
Operating income | 42,568 | 41,406 | 110,630 | 133,784 |
Production & Infrastructure [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 142,731 | 144,095 | 452,845 | 445,770 |
Operating income | 21,402 | 25,520 | 65,600 | 80,071 |
Intersegment Eliminations [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | -883 | -151 | -1,249 | -540 |
Corporate [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Operating income | ($7,447) | ($6,253) | ($21,521) | ($14,996) |
Business_segments_Assets_by_Se
Business segments (Assets by Segment) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ' | ' |
Assets | $2,168,284 | $1,892,980 |
Drilling & Subsea [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Assets | 1,636,106 | 1,413,944 |
Production & Infrastructure [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Assets | 480,185 | 435,496 |
Corporate [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Assets | $51,993 | $43,540 |
Earnings_per_share_Details
Earnings per share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net Income attributable to common stockholders | $33,141 | $40,923 | $95,000 | $127,526 |
Average shares outstanding (basic) | 91,443,000 | 84,993,000 | 90,347,000 | 78,041,000 |
Common stock equivalents | 3,291,000 | 7,346,000 | 4,180,000 | 6,899,000 |
Diluted shares | 94,734,000 | 92,339,000 | 94,527,000 | 84,940,000 |
Basic earnings per share (in dollars per share) | $0.36 | $0.48 | $1.05 | $1.63 |
Diluted earnings per share (in dollars per share) | $0.35 | $0.44 | $1.01 | $1.50 |
Stock Options [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Diluted earnings per share calculation excludes (in shares) | 300,000 | 1,200,000 | 300,000 | 900,000 |
Stockholders_equity_Warrants_D
Stockholders' equity (Warrants) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Aug. 31, 2010 | |
Class of Warrant or Right [Line Items] | ' | ' |
Number of warrants converted | 6,366,072 | ' |
Number of warrants outstanding | 370,000 | ' |
Warrants [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Number of shares issued for converted warrants | 4,227,358 | ' |
Fair value, exercise price (in dollars per share) | ' | $1.94 |
Stockholders_equity_Sharebased
Stockholders' equity (Share-based compensation) (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 21, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units with Specified Vesting Period [Member] | Performance Shares [Member] | Board of Directors [Member] | Minimum [Member] | Maximum [Member] | ||
Restricted Stock and Restricted Stock Units [Member] | Performance Shares [Member] | Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of options granted (in shares) | 342,880 | ' | ' | ' | ' | ' | ' |
Number of equity instruments other than options granted (in shares) | ' | 492,140 | 359,820 | 110,720 | 21,600 | ' | ' |
Granted stock options, exercise price (in dollars per share) | $26.05 | ' | ' | ' | ' | ' | ' |
Award vesting period | ' | ' | '4 years | ' | ' | ' | ' |
Share conversion ratio | ' | ' | ' | ' | ' | 0 | 2 |
Performance measurement period | ' | ' | ' | '3 years | ' | ' | ' |
Related_party_transactions_Det
Related party transactions (Details) (Affiliated Entity [Member], USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Affiliated Entity [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Purchases of inventory and services | $4.50 | $3.40 |
Proceeds from sale of equipment and services | $1 | $1.10 |