Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 26, 2021 | Jun. 30, 2020 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35504 | ||
Entity Registrant Name | FORUM ENERGY TECHNOLOGIES, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 61-1488595 | ||
Entity Address, Address Line One | 10344 Sam Houston Park Drive | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77064 | ||
City Area Code | 713 | ||
Local Phone Number | 351-7900 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 44 | ||
Entity Common Stock, Shares Outstanding | 5,599,517 | ||
Documents Incorporated by Reference | Portions of our Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. | ||
Entity Central Index Key | 0001401257 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
NEW YORK STOCK EXCHANGE, INC. | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common stock, $0.01 par value | ||
Trading Symbol | FET | ||
Security Exchange Name | NYSE |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 512,476 | $ 956,533 |
Cost of sales | 523,497 | 711,681 |
Gross profit | (11,021) | 244,852 |
Operating expenses | ||
Selling, general and administrative expenses | 197,677 | 251,736 |
Impairments of goodwill, intangible assets, property and equipment | 20,394 | 532,336 |
Transaction expenses | 3,128 | 1,159 |
Contingent consideration benefit | 0 | (4,629) |
Loss (gain) on disposal of assets and other | (597) | 78 |
Total operating expenses | 220,602 | 780,680 |
Loss from equity investments | 0 | (318) |
Operating loss | (231,623) | (536,146) |
Other expense (income) | ||
Interest expense | 30,268 | 31,618 |
Gain on extinguishment of debt | (72,478) | 0 |
Deferred loan costs written off | 2,262 | 0 |
Foreign exchange losses and other, net | 6,470 | 5,022 |
Gain realized on previously held equity investment | 0 | (1,567) |
Gain on disposition of business | (88,375) | (2,348) |
Total other expense (income), net | (121,853) | 32,725 |
Loss before income taxes | (109,770) | (568,871) |
Income tax benefit | (12,881) | (1,814) |
Net loss | $ (96,889) | $ (567,057) |
Weighted average shares outstanding | ||
Basic (in shares) | 5,577 | 5,505 |
Diluted (in shares) | 5,577 | 5,505 |
Loss per share | ||
Basic (in dollars per share) | $ (17.37) | $ (103.01) |
Diluted (in dollars per share) | $ (17.37) | $ (103.01) |
Other comprehensive income (loss), net of tax: | ||
Net loss | $ (96,889) | $ (567,057) |
Change in foreign currency translation, net of tax of $0 | 9,249 | 7,958 |
Loss on pension liability | (700) | (1,666) |
Comprehensive loss | $ (88,340) | $ (560,765) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Change in foreign currency translation, tax | $ 0 | $ 0 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 128,617 | $ 57,911 |
Accounts receivable—trade, net of allowances of $9,217 and $9,048 | 80,606 | 154,182 |
Inventories, net | 251,747 | 414,640 |
Prepaid expenses and other current assets | 19,018 | 33,820 |
Costs and estimated profits in excess of billings | 8,516 | 4,104 |
Accrued revenue | 1,687 | 1,260 |
Total current assets | 490,191 | 665,917 |
Property and equipment, net of accumulated depreciation | 113,668 | 154,836 |
Operating lease assets | 31,520 | 48,682 |
Deferred financing costs, net | 249 | 1,243 |
Intangibles, net | 240,444 | 272,300 |
Deferred income taxes, net | 102 | 654 |
Other long-term assets | 13,752 | 16,365 |
Total assets | 889,926 | 1,159,997 |
Current liabilities | ||
Current portion of long-term debt | 1,322 | 717 |
Accounts payable—trade | 46,351 | 98,720 |
Accrued liabilities | 67,581 | 86,625 |
Deferred revenue | 7,863 | 4,877 |
Billings in excess of costs and profits recognized | 1,817 | 5,911 |
Total current liabilities | 124,934 | 196,850 |
Long-term debt, net of current portion | 293,373 | 398,862 |
Deferred income taxes, net | 1,952 | 2,465 |
Operating lease liabilities | 44,536 | 49,938 |
Other long-term liabilities | 18,895 | 25,843 |
Total liabilities | 483,690 | 673,958 |
Commitments and contingencies | ||
Equity | ||
Common stock, $0.01 par value, 14,800,000 shares authorized, 5,992,400 and 5,942,030 shares issued | 60 | 1,189 |
Additional paid-in capital | 1,242,720 | 1,231,650 |
Treasury stock at cost, 410,877 and 410,595 shares | (134,499) | (134,493) |
Retained earnings (accumulated deficit) | (601,656) | (503,369) |
Accumulated other comprehensive loss | (100,389) | (108,938) |
Total equity | 406,236 | 486,039 |
Total liabilities and equity | $ 889,926 | $ 1,159,997 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 9,217 | $ 9,048 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 14,800,000 | 14,800,000 |
Common stock, shares issued (in shares) | 5,992,400 | 5,942,030 |
Treasury stock, shares, at cost (in shares) | 410,877 | 410,595 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (96,889) | $ (567,057) |
Adjustments to reconcile net loss to net cash provided by (used in) investing activities: | ||
Impairments of goodwill, intangible assets, property and equipment | 20,394 | 532,336 |
Impairments of operating lease assets | 15,370 | 2,364 |
Depreciation expense | 24,484 | 30,629 |
Amortization of intangible assets | 26,516 | 32,612 |
Stock-based compensation expense | 9,784 | 15,846 |
Inventory write downs | 100,794 | 10,324 |
Provision for doubtful accounts | 1,127 | 3,152 |
Deferred income taxes | (149) | (12,985) |
Contingent consideration benefit | 0 | (4,629) |
Gain on disposition of business | (88,375) | (2,348) |
Gain on extinguishment of debt | (72,478) | 0 |
Deferred loan costs written off | 2,262 | 0 |
Gain realized on previously held equity investment | 0 | (1,567) |
Loss from equity investments, net of distributions | 0 | 318 |
Other | 3,703 | 1,676 |
Changes in operating assets and liabilities | ||
Accounts receivable—trade | 65,541 | 49,732 |
Inventories | 51,621 | 54,265 |
Prepaid expenses and other current assets | 17,794 | 621 |
Cost and estimated profits in excess of billings | (4,317) | 4,632 |
Accounts payable, deferred revenue and other accrued liabilities | (69,399) | (48,056) |
Billings in excess of costs and estimated profits earned | (3,900) | 2,279 |
Net cash provided by operating activities | 3,883 | 104,144 |
Cash flows from investing activities | ||
Capital expenditures for property and equipment | (2,246) | (15,102) |
Proceeds from the sale of equity investment and business | 105,204 | 42,754 |
Proceeds from the sale of property and equipment | 5,292 | 483 |
Net cash provided by investing activities | 108,250 | 28,135 |
Cash flows from financing activities | ||
Borrowings on revolving Credit Facility | 182,322 | 137,000 |
Repayments on revolving Credit Facility | (169,196) | (256,900) |
Cash paid to repurchase 2021 Notes | (40,270) | 0 |
Bond exchange early participation payment | (3,500) | 0 |
Repurchases of stock | (195) | (1,094) |
Payment of capital lease obligations | (1,179) | (1,197) |
Deferred financing costs | (9,747) | 0 |
Net cash used in financing activities | (41,765) | (122,191) |
Effect of exchange rate changes on cash | 338 | 582 |
Net increase in cash, cash equivalents and restricted cash | 70,706 | 10,670 |
Cash, cash equivalents and restricted cash at beginning of period | 57,911 | 47,241 |
Cash, cash equivalents and restricted cash at end of period | 128,617 | 57,911 |
Supplemental cash flow disclosures | ||
Cash paid for interest | 23,763 | 31,940 |
Cash paid (refunded) for income taxes | (13,941) | 3,917 |
Noncash investing and financing activities | ||
Operating lease right of use assets obtained in exchange for lease obligations | 4,505 | 9,745 |
Finance lease right of use assets obtained in exchange for lease obligations | 1,401 | 1,822 |
Note receivable related to equity method investment transaction | 0 | 4,725 |
Accrued purchases of property and equipment | $ 0 | $ 91 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common stock | Additional paid-in capital | Treasury stock | Retained earnings (accumulated deficit) | Retained earnings (accumulated deficit)Cumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive income / (loss) | Total common stockholders’ equity |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Adjustment for adoption of ASU | $ 1,174 | $ 1,214,928 | $ (134,434) | $ 63,688 | $ (115,230) | $ 1,030,126 | |||
Beginning balance at Dec. 31, 2018 | 1,174 | 1,214,928 | (134,434) | 63,688 | (115,230) | 1,030,126 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Restricted stock issuance, net of forfeitures | 9 | (1,044) | (1,035) | ||||||
Stock-based compensation expense | 15,846 | 15,846 | |||||||
Shares issued in employee stock purchase plan | 5 | 1,546 | 1,551 | ||||||
Contingent shares issued for acquisition of Cooper | 1 | 374 | 375 | ||||||
Treasury stock | (59) | (59) | |||||||
Adjustment for adoption of ASU | $ 486,039 | $ (1,398) | 1,189 | 1,231,650 | (134,493) | (503,369) | $ (1,398) | (108,938) | 486,039 |
Change in pension liability | (1,666) | (1,666) | (1,666) | ||||||
Currency translation adjustment | 7,958 | 7,958 | 7,958 | ||||||
Net loss | (567,057) | (567,057) | (567,057) | ||||||
Ending balance at Dec. 31, 2019 | 486,039 | (1,398) | 1,189 | 1,231,650 | (134,493) | (503,369) | (1,398) | (108,938) | 486,039 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Adjustment for adoption of ASU | 486,039 | (1,398) | 1,189 | 1,231,650 | (134,493) | (503,369) | (1,398) | (108,938) | 486,039 |
Restricted stock issuance, net of forfeitures | 7 | (196) | (189) | ||||||
Stock-based compensation expense | 9,784 | 9,784 | |||||||
Shares issued in employee stock purchase plan | 2 | 344 | 346 | ||||||
Treasury stock | (6) | (6) | |||||||
Adjustment for adoption of ASU | $ 486,039 | $ (1,398) | 60 | 1,242,720 | (134,499) | (601,656) | $ (1,398) | (100,389) | 406,236 |
Accounting Standards Update | us-gaap:AccountingStandardsUpdate201613Member | ||||||||
Change in pension liability | $ (700) | (700) | (700) | ||||||
Currency translation adjustment | 9,249 | 9,249 | 9,249 | ||||||
1-for-20 reverse stock split | (1,138) | 1,138 | 0 | ||||||
Net loss | (96,889) | (96,889) | (96,889) | ||||||
Ending balance at Dec. 31, 2020 | 406,236 | 60 | 1,242,720 | (134,499) | (601,656) | (100,389) | 406,236 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Adjustment for adoption of ASU | $ 406,236 | $ 60 | $ 1,242,720 | $ (134,499) | $ (601,656) | $ (100,389) | $ 406,236 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Forum Energy Technologies, Inc. (the “Company”), a Delaware corporation, is a global products company, serving the drilling, downhole, subsea, completions and production sectors of the energy industry. The Company designs, manufactures and distributes products, and engages in aftermarket parts supply and services that complement the Company’s product offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). COVID-19 Impacts The outbreak of COVID-19 in 2020 caused significant disruptions in the U.S. and world economies. In response to the continued spread of COVID-19, federal, state and local governments have imposed varying degrees of restrictions on business and social activities, including quarantine and “stay-at-home” orders. As a result of the imposition of these government orders, there was an adverse impact on the level of oil and natural gas demand and many companies have sought protection under Chapter 11 of the U.S. Bankruptcy Code. The full impacts of the COVID-19 outbreak are continuing to evolve and will ultimately depend on future developments, including the rate of distribution for approved vaccines, actions taken by governmental authorities, customers, suppliers and other third parties to prevent further spread of the virus, workforce availability, and the timing and extent to which economic and operating conditions resume. We have experienced resulting disruptions to our business operations, as restrictions have significantly impacted many sectors of the economy, with businesses curtailing or ceasing normal operations. While we cannot estimate with any degree of certainty the full impact of the COVID-19 outbreak on our liquidity, financial condition and future results of operations, we expect the adverse impacts on our financial results from COVID-19 will continue in future quarters. Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries after elimination of intercompany balances and transactions. We previously held an investment in Ashtead, an operating entity where we had the ability to exert significant influence, but did not control operating and financial policies. This investment was accounted for using the equity method of accounting with our share of the net income reported in “Loss from equity investments” in the consolidated statements of comprehensive loss and the investment reported in “Investment in unconsolidated subsidiary” in the consolidated balance sheets. On September 3, 2019, we sold our aggregate 40% interest in Ashtead to the majority owners of Ashtead. As of December 31, 2020, we have no investments in unconsolidated subsidiaries. Refer to Note 4 Dispositions for further discussion. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the preparation of these consolidated financial statements, estimates and assumptions have been made by management including, among others, an assessment of percentage of completion of projects based on costs to complete contracts, the selection of useful lives of tangible and intangible assets, expected future cash flows from long lived assets to support impairment tests, provisions necessary for trade receivables, amounts of deferred taxes and income tax contingencies. Actual results could differ from these estimates. The financial reporting of contracts depends on estimates, which are assessed continually during the term of those contracts. The amounts of revenues and income recognized are subject to revisions as the contract progresses to completion and changes in estimates are reflected in the period in which the facts that give rise to the revisions become known. Additional information that enhances and refines the estimating process that is obtained after the balance sheet date, but before issuance of the consolidated financial statements, is reflected in the consolidated financial statements. Cash and cash equivalents Cash and cash equivalents consist of cash on deposit and high quality, short term money market instruments with an original maturity of three months or less. Cash equivalents are based on quoted market prices, a Level 1 fair value measure. Accounts receivable-trade Trade accounts receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus receivables do not bear interest, although a finance charge may be applied to amounts past due. We maintain an allowance for doubtful accounts for estimated losses that may result from the inability of our customers to make required payments. Such allowances are based upon several factors including, but not limited to, credit approval practices, industry and customer historical experience as well as the current and projected financial condition of the specific customer. Accounts receivable outstanding longer than contractual terms are considered past due. We write off accounts receivable to the allowance for doubtful accounts when they become uncollectible. Any payments subsequently received on receivables previously written off are credited to bad debt expense. The change in amounts of the allowance for doubtful accounts during the two year period ended December 31, 2020 is as follows (in thousands): Period ended Balance at beginning of period Charged to expense Deductions or other Balance at end of period December 31, 2019 7,432 3,152 (1,536) 9,048 December 31, 2020 9,048 1,127 (958) 9,217 Inventories Inventory consisting of finished goods and materials and supplies held for resale is carried at the lower of cost or net realizable value. For certain operations, cost, which includes the cost of raw materials and labor for finished goods, is determined using standard cost which approximates a first-in first-out basis. For other operations, this cost is determined on an average cost, first-in first-out or specific identification basis. Net realizable value means estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. We continuously evaluate inventories based on an analysis of inventory levels, historical sales experience and future sales forecasts, to determine obsolete, slow-moving and excess inventory. For the years ended December 31, 2020 and 2019, we recognized inventory write downs totaling $100.8 million and $10.3 million, respectively. These charges are all included in “ Cost of sales ” in the consolidated statements of comprehensive loss. See Note 5 Inventories for further information related to these charges. Property and equipment Property and equipment are stated at cost less accumulated depreciation. Capital leases of property and equipment are stated at the present value of future minimum lease payments. Expenditures for property and equipment and for items which substantially increase the useful lives of existing assets are capitalized at cost and depreciated over their estimated useful life utilizing the straight-line method. Routine expenditures for repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method based on the estimated useful lives of assets, generally 3 to 30 years. Property and equipment held under capital leases are amortized straight-line over the shorter of the lease term or estimated useful life of the asset. Gains or losses resulting from the disposition of assets are recognized in income with the related asset cost and accumulated depreciation removed from the balance sheet. Assets acquired in connection with business combinations are recorded at fair value. Rental equipment consists of equipment rented to customers under short-term rental agreements. Rental equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life of three ten We review long-lived assets for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. In performing the review for impairment, future cash flows expected to result from the use of the asset and its eventual disposal are estimated. If the undiscounted future cash flows are less than the carrying amount of the assets, there is an indication that the asset may be impaired. The amount of the impairment is measured as the difference between the carrying value and the estimated fair value of the asset. The fair value is determined either through the use of an external valuation, or by means of an analysis of discounted future cash flows based on expected utilization. For the years ended December 31, 2020 and 2019, we recognized property and equipment impairment charges totaling $15.1 million and $7.9 million, respectively, which are included in “Impairments of goodwill, intangible assets, property and equipment” in the consolidated statements of comprehensive loss. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. We record the fair value of asset retirement obligations as a liability in the period in which the associated legal obligation is incurred. The fair value of the obligation is recorded as a liability and capitalized as part of the related asset. Over time, the liability is accreted to its future value and the capitalized cost is depreciated over the estimated useful life of the related asset. The current portion of the liability is included in other accrued liabilities and the non-current portion is included in other long-term liabilities in the consolidated balance sheets. Lease Obligations We determine if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded in our consolidated balance sheets. Leases with an initial term greater than 12 months are recognized in our consolidated balance sheets based on lease classification as either operating or financing. Operating leases are included in operating lease assets, accrued liabilities and operating lease liabilities. Finance leases are included in property and equipment, current portion of long-term debt, and long-term debt. Some of our lease agreements include lease and non-lease components for which we have elected to not separate for all classes of underlying assets. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We sublease certain real estate to third parties when we have no future use for the property. Our lease portfolio primarily consists of operating leases for certain manufacturing facilities, warehouses, service facilities, office spaces, equipment and vehicles. Operating lease Right of Use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Our leases have remaining terms of 1 year to 13 years and may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The operating lease ROU assets also include any upfront lease payments made and exclude lease incentives and initial direct costs incurred. Lease expense for operating leases is recognized on a straight-line basis over the lease term. We review lease ROU assets for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. In performing the review for impairment, future cash flows expected to result from the use of the asset and its eventual disposal are estimated. If the undiscounted future cash flows are less than the carrying amount of the assets, there is an indication that the asset may be impaired. The amount of the impairment is measured as the difference between the carrying value and the estimated fair value of the asset. The fair value is determined by means of an analysis of discounted future cash flows based on expected utilization. For the years ended December 31, 2020 and 2019, we recognized impairments of operating lease assets totaling $15.4 million and $2.4 million, respectively, which are included in “Cost of Sales” and “Selling, general and administrative expenses” in the consolidated statements of comprehensive loss. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. Goodwill and intangible assets For goodwill and intangible assets with indefinite lives, an assessment for impairment is performed annually or when there is an indication an impairment may have occurred. We use an assessment date of October 1 for our annual impairment test for goodwill and other indefinite-lived intangible assets. Goodwill is reviewed for impairment by comparing the carrying value of each of our seven reporting units’ net assets, including allocated goodwill, to the estimated fair value of the reporting unit. We determine the fair value of our reporting units using a discounted cash flow approach. We selected this valuation approach because we believe it, combined with our best judgment regarding underlying assumptions and estimates, provides the best estimate of fair value for each of our reporting units. Determining the fair value of a reporting unit requires the use of estimates and assumptions. Such estimates and assumptions include revenue growth rates, future operating margins, the weighted average cost of capital, a terminal growth value, and future market conditions, among others. We believe that the estimates and assumptions used in our impairment assessments are reasonable. If the reporting unit’s carrying value is greater than its calculated fair value, we recognize a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds its fair value. For the year ended December 31, 2019, we recognized goodwill impairment charges totaling $471.0 million which is included in “Impairments of goodwill, intangible assets, property and equipment” in the consolidated statements of comprehensive loss. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. Following the goodwill impairment charges recognized in the third quarter of 2019, there is no remaining goodwill balance for any of our reporting units. Intangible assets with definite lives are comprised of customer and distributor relationships, patents and technology, trade names, trademarks and non-compete agreements which are amortized on a straight-line basis over the life of the intangible asset, generally two For the years ended December 31, 2020 and 2019, we recognized intangible asset impairment charges totaling $5.3 million and $53.5 million, respectively, which are included in “Impairments of goodwill, intangible assets, property and equipment” in the consolidated statements of comprehensive loss. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. Recognition of provisions for contingencies In the ordinary course of business, we are subject to various claims, suits and complaints. We, in consultation with internal and external legal advisors, will provide for a contingent loss in the consolidated financial statements if, at the date of the consolidated financial statements, it is probable that a liability has been incurred and the amount can be reasonably estimated. If it is determined that the reasonable estimate of the loss is a range and that there is no best estimate within that range, a provision will be made for the lower amount of the range. Legal costs are expensed as incurred. An assessment is made of the areas where potential claims may arise under contract warranty clauses. Where a specific risk is identified, and the potential for a claim is assessed as probable and can be reasonably estimated, an appropriate warranty provision is recorded. Warranty provisions are eliminated at the end of the warranty period except where warranty claims are still outstanding. The liability for product warranty is included in other accrued liabilities in the consolidated balance sheets. Revenue recognition and deferred revenue Revenue is recognized in accordance with Accounting Standards Codification Topic 606 (“ASC 606”), when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Contract Identification . We account for a contract when it is approved, both parties are committed, the rights of the parties are identified, payment terms are defined, the contract has commercial substance and collection of consideration is probable. Performance Obligations . A performance obligation is a promise in a contract to transfer a distinct good or service to the customer under ASC 606. The majority of our contracts with customers contain a single performance obligation to provide agreed-upon products or services. For contracts with multiple performance obligations, we allocate revenue to each performance obligation based on its relative standalone selling price. In accordance with ASC 606, we do not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. We have elected to apply the practical expedient to account for shipping and handling costs associated with outbound freight after control of a product has transferred to a customer as a fulfillment cost which is included in Cost of Sales. Furthermore, since our customer payment terms are short-term in nature, we have also elected to apply the practical expedient which allows an entity to not adjust for the effects of a significant financing component if it expects that the customer’s payment period will be less than one year in duration. Contract Value . Revenue is measured based on the amount of consideration specified in the contracts with our customers and excludes any amounts collected on behalf of third parties. We have elected the practical expedient to exclude amounts collected from customers for all sales (and other similar) taxes. The estimation of total revenue from a customer contract is subject to elements of variable consideration. Certain customers may receive rebates or discounts which are accounted for as variable consideration. We estimate variable consideration as the most likely amount to which we expect to be entitled, and we include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved. Our estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historic, current, forecast) that is reasonably available to us. Timing of Recognition . We recognize revenue when we satisfy a performance obligation by transferring control of a product or service to a customer. Our performance obligations are satisfied at a point in time or over time as work progresses. Revenue from goods transferred to customers at a point in time accounted for 93% of revenues for the year ended December 31, 2020. The majority of this revenue is product sales, which are generally recognized when items are shipped from our facilities and title passes to the customer. The amount of revenue recognized for products is adjusted for expected returns, which are estimated based on historical data. Revenue from goods transferred to customers over time accounted for 7% of revenues for the year ended December 31, 2020, which is related to certain contracts in our Subsea and Production Equipment product lines. Recognition over time for these contracts is supported by our assessment of the products supplied as having no alternative use to us and by clauses in the contracts that provide us with an enforceable right to payment for performance completed to date. We use the cost-to-cost method to measure progress for these contracts because it best depicts the transfer of assets to the customer which occurs as costs are incurred on the contract. The amount of revenue recognized is calculated based on the ratio of costs incurred to-date compared to total estimated costs which requires management to calculate reasonably dependable estimates of total contract costs. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. We recognize revenue and cost of sales each period based upon the advancement of the work-in-progress unless the stage of completion is insufficient to enable a reasonably certain forecast of profit to be established. In such cases, no profit is recognized during the period. Accounting estimates during the course of projects may change, primarily related to our remotely operated vehicles (“ROVs”) which may take longer to manufacture. The effect of such a change, which can be upward as well as downward, is accounted for in the period of change, and the cumulative income recognized to date is adjusted to reflect the latest estimates. These revisions to estimates are accounted for on a prospective basis. Contracts are sometimes modified to account for changes in product specifications or requirements. Most of our contract modifications are for goods and services that are not distinct from the existing contract. As such, these modifications are accounted for as if they were part of the existing contract, and therefore, the effect of the modification on the transaction price and our measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue on a cumulative catch-up basis. No adjustment to any one contract was material to our consolidated financial statements for the years ended December 31, 2020 and 2019. We sell our products through a number of channels including a direct sales force, marketing representatives, and distributors. We have elected to expense sales commissions when incurred as the amortization period would be less than one year. These costs are recorded within cost of sales. Portfolio Approach . We have elected to apply ASC 606 to a portfolio of contracts with similar characteristics as we reasonably expect that the effects on the financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts within that portfolio. Disaggregated Revenue . Refer to Note 18 Business Segments for disaggregated revenue by product line and geography. Contract Balances . Contract balances are determined on a contract by contract basis. Contract assets represent revenue recognized for goods and services provided to our customers when payment is conditioned on something other than the passage of time. Similarly, when we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, we record a contract liability. Such contract liabilities typically result from billings in excess of costs incurred and advance payments received on product sales. Concentration of credit risk Trade accounts receivable are financial instruments which potentially subject the Company to credit risk. Trade accounts receivable consist of uncollateralized receivables from domestic and international customers. For the years ended December 31, 2020 and 2019, no one customer accounted for 10% or more of the total revenue or 10% or more of the total accounts receivable balance at the end of the respective period. Stock based compensation We measure all stock based compensation awards at fair value on the date they are granted to employees and directors, and recognize compensation cost over the requisite service period for awards with only a service condition, and over a graded vesting period for awards with service and performance or market conditions. The fair value of stock based compensation awards with market conditions is measured using a Monte Carlo Simulation model and, in accordance with Accounting Standards Codification Topic 718, is not adjusted based on actual achievement of the performance goals. The Black-Scholes option pricing model is used to measure the fair value of options. Forfeitures are accounted for as they occur. Income taxes We follow the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based upon temporary differences between the carrying amounts and tax bases of our assets and liabilities at the balance sheet date, and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period in which the change occurs. We record a valuation allowance in each reporting period when management believes that it is more likely than not that any deferred tax asset created will not be realized. See Note 11 Income Taxes for more information on valuation allowances recognized. Accounting guidance for income taxes requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. If a tax position meets the “more likely than not” recognition criteria, accounting guidance requires the tax position be measured at the largest amount of benefit greater than 50% likely of being realized upon ultimate settlement. Non-U.S. local currency translation We have global operations and the majority of our non-U.S. operations have designated the local currency as the functional currency. Realized and unrealized gains and losses resulting from re-measurements of monetary assets and liabilities denominated in a currency other than the local entity’s functional currency are included in the consolidated statements of comprehensive loss as incurred. Financial statements of our foreign operations where the functional currency is not the U.S. dollar are translated into U.S. dollars using the current rate method whereby assets and liabilities are translated at the balance sheet rate and income and expenses are translated at the average exchange rates in effect during the period. The resultant translation adjustments are reported as a component of accumulated other comprehensive loss within stockholders’ equity in our consolidated balance sheets. Fair value The carrying amounts for financial instruments classified as current assets and current liabilities approximate fair value, due to the short maturity of such instruments. The book values of other financial instruments, such as our debt related to the Credit Facility, approximates fair value because interest rates charged are similar to other financial instruments with similar terms and maturities and the rates vary in accordance with a market index. For the financial assets and liabilities disclosed at fair value, fair value is determined as the exit price, or the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The established fair value hierarchy divides fair value measurement into three broad levels: • Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; • Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3 - inputs are unobservable for the asset or liability, which reflect the best judgment of management. The financial assets and liabilities that are disclosed at fair value for disclosure purposes are categorized in one of the above three levels based on the lowest level input that is significant to the fair value measurement in its entirety. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), which we adopt 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 our consolidated financial statements upon adoption. Accounting Standards Adopted in 2020 Financial Instruments—Credit Losses. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326), which introduced an expected credit loss methodology for the impairment of financial assets measured at amortized cost basis. It requires an entity to estimate credit losses expected over the life of an exposure based on historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. We adopted this new standard as of January 1, 2020. The adoption of this standard resulted in a noncash cumulative effect adjustment to increase our allowance for doubtful accounts and increase our retained deficit by $1.4 million. The new standard did not materially affect our consolidated statements of comprehensive loss for the year ended December 31, 2020. Accounting for Implementation Costs Related to a Cloud Computing Arrangement . In August 2018, the FASB issued ASU No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This new guidance aligns the requirements for capitalizing implementation costs incurred by an entity related to a cloud computing arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Accordingly, this guidance requires an entity to capitalize certain implementation costs incurred and then amortize them over the term of the cloud hosting arrangement. Furthermore, this guidance also requires an entity to present the expense, cash flows, and capitalized implementation costs in the same financial statement line items as the associated hosting service. We adopted this new standard as of January 1, 2020. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements. Fair Value Measurement Disclosure . In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirement for Fair Value Measurement. This new guidance eliminated, modified and added certain disclosure requirements related to fair value measurements. We adopted this new standard as of January 1, 2020. This new standard did not have a material impact on our condensed consolidated financial statements. Subsidiary Guarantees. In March 2020, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees, in Rule 3-10 of Regulation S-X. The amended rule focuses on providing material, relevant and decision-useful information regarding guarantees and other credit enhancements, while eliminating certain prescriptive requirements. We adopted these amendments in 2020. Accordingly, combined summarized financial information has been presented only for the issuers and guarantors of our registered securities. In addition, the previous disclosures have been removed from the Notes to Condensed Consolidated Financial Statements and the new required disclosures are included in Item 7. Management's Discussion and |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Disaggregated Revenue Refer to Note 18 Business Segments for disaggregated revenue by product line and geography. Contract Balances The following table reflects the changes in our contract assets and contract liabilities balances for the year ended December 31, 2020: December 31, 2020 December 31, 2019 Increase / (Decrease) $ % Accrued revenue $ 1,687 $ 1,260 Costs and estimated profits in excess of billings 8,516 4,104 Contract assets $ 10,203 $ 5,364 $ 4,839 90 % Deferred revenue $ 7,863 $ 4,877 Billings in excess of costs and profits recognized 1,817 5,911 Contract liabilities $ 9,680 $ 10,788 $ (1,108) (10) % During the year ended December 31, 2020, our contract assets increased by $4.8 million and our contract liabilities decreased by $1.1 million primarily due to the timing of billings on large projects in our Subsea Technologies product line. During the year ended December 31, 2020, we recognized revenue of $9.3 million that was included in the contract liability balance at the beginning of the period. |
Dispositions
Dispositions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Dispositions | Dispositions 2020 Disposition of ABZ and Quadrant Valves On December 31, 2020, we sold certain assets of our ABZ and Quadrant valve brands for cash consideration of $104.6 million. This transaction was accounted for as a disposition of a business. We recognized a gain on disposition of $88.4 million based on the difference in cash received less $15.0 million of net book value of assets sold and a $1.2 million accrued liability for an estimated working capital settlement. Pro forma results of operations for this disposition have not been presented because the effects were not material to the consolidated financial statements. 2019 Disposition of Cooper Alloy ® On December 4, 2019, we sold certain assets of our Cooper Alloy ® brand of valve products for total consideration of $4.0 million and recognized a gain on disposition totaling $2.3 million. Pro forma results of operations for this disposition have not been presented because the effects were not material to the consolidated financial statements. 2019 Disposition of Equity Interest in Ashtead Technology On September 3, 2019, we sold our aggregate 40% interest in Ashtead to the majority owners of Ashtead. Total consideration for Forum’s 40% interest and the settlement of a £3.0 million British Pounds note receivable from Ashtead was $47.7 million. Forum received $39.3 million in cash proceeds and a new £6.9 million British Pounds note receivable with a three year maturity. In the third quarter of 2019, we recognized a gain of $1.6 million as a result of this transaction, which is classified as Gain realized on previously held equity investment in the consolidated statements of comprehensive loss. Pro forma results of operations for this transaction have not been presented because the effects were not material to the consolidated financial statements. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The Company’s significant components of inventory at December 31, 2020 and 2019 were as follows (in thousands): December 31, December 31, Raw materials and parts $ 151,531 $ 172,083 Work in process 15,946 29,972 Finished goods 229,212 278,660 Gross inventories 396,689 480,715 Inventory reserve (144,942) (66,075) Inventories $ 251,747 $ 414,640 The change in the amounts of the inventory reserve during the two year period ended December 31, 2020 is as follows (in thousands): Period ended Balance at beginning of period Charged to expense Deductions or other Balance at end of period December 31, 2019 75,587 10,324 (19,836) $ 66,075 December 31, 2020 66,075 100,794 (21,927) $ 144,942 The $100.8 million charged to expense during the year ended December 31, 2020 includes significant write downs of inventory related to the Company’s decision to discontinue certain products and other changes to sourcing and manufacturing strategies. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following (in thousands): Estimated useful lives December 31, 2020 2019 Land $ 8,476 $ 9,870 Buildings and leasehold improvements 5-30 93,645 103,383 Computer equipment 3-5 44,607 55,941 Machinery & equipment 5-10 148,019 166,123 Furniture & fixtures 3-10 6,275 6,731 Vehicles 3-5 3,835 5,382 Right of use assets - finance leases 2-6 3,823 2,528 Construction in progress 968 3,663 309,648 353,621 Less: accumulated depreciation (196,293) (199,210) Property and equipment, net 113,355 154,411 Rental equipment 3-10 3,830 3,779 Less: accumulated depreciation (3,517) (3,354) Rental equipment, net 313 425 Total property and equipment, net $ 113,668 $ 154,836 Depreciation expense was $24.5 million and $30.6 million for the years ended December 31, 2020 and 2019, respectively. For the years ended December 31, 2020 and 2019, we recognized property and equipment impairment charges totaling $15.1 million and $7.9 million, respectively, which are included in “Impairments of goodwill, intangible assets, property and equipment” in the consolidated statements of comprehensive loss. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets At December 31, 2020 and 2019, intangible assets consisted of the following, respectively (in thousands): December 31, 2020 Gross carrying Accumulated Net intangibles Amortization Customer relationships $ 272,470 $ (121,294) $ 151,176 10 - 15 Patents and technology 89,626 (24,440) 65,186 5 - 19 Non-compete agreements 190 (137) 53 2 - 6 Trade names 42,984 (22,941) 20,043 7 - 19 Trademark 5,089 (1,103) 3,986 15 Intangible Assets Total $ 410,359 $ (169,915) $ 240,444 December 31, 2019 Gross carrying Accumulated Net intangibles Amortization Customer relationships $ 281,052 $ (110,410) $ 170,642 10 - 15 Patents and technology 92,498 (20,819) 71,679 5 - 19 Non-compete agreements 190 (100) 90 2 - 6 Trade names 43,284 (21,015) 22,269 7 - 19 Distributor relationships 22,160 (18,866) 3,294 15 - 22 Trademark 5,089 (763) 4,326 15 Intangible Assets Total $ 444,273 $ (171,973) $ 272,300 Intangible assets with definite lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. For the years ended December 31, 2020 and 2019, we recognized intangible asset impairment charges totaling $5.3 million and $53.5 million, respectively, which are included in “Impairments of goodwill, intangible assets, property and equipment” in the consolidated statements of comprehensive loss. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. Amortization expense was $26.5 million and $32.6 million for the years ended December 31, 2020 and 2019, respectively. The estimated future amortization expense for the next five years is as follows (in thousands): Year ending December 31, Amount 2021 $ 25,533 2022 24,647 2023 24,035 2024 22,658 2025 21,412 |
Impairments of Goodwill and Lon
Impairments of Goodwill and Long Lived Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairments of Goodwill and Long Lived Assets | Impairments of Goodwill and Long Lived AssetsDuring the third quarter of 2019, there was a significant decline in the quoted market prices of our common stock and a continued decline in U.S. onshore drilling and completions activity, which led us to evaluate all of our reporting units for a triggering event as of September 30, 2019. Upon evaluation, we considered these developments to be a triggering event that required us to update our goodwill impairment evaluation and review long-lived assets for all reporting units as of September 30, 2019. As a result, and in connection with the preparation of our financial statements, we determined that certain long-lived assets were impaired as their carrying values exceeded their fair values. The amount of the impairment charges were measured as the difference between the carrying value and the estimated fair value of the assets. In addition, we determined that the remaining carrying value of our goodwill was fully impaired in the third quarter of 2019. The fair values used in each goodwill impairment analysis were determined using the net present value of the expected future cash flows for each reporting unit (classified within level 3 of the fair value hierarchy). We determined the fair value of each reporting unit using a combination of discounted cash flow and guideline public company methodologies, which required significant assumptions and estimates about the future operations of each reporting unit. The assumptions about future cash flows and growth rates were based on our strategic plans and management’s estimates for future activity levels. Forecasted cash flows in future periods were estimated using a terminal value calculation, which considered long-term earnings growth rates. During the year ended December 31, 2020, the COVID-19 pandemic and associated preventative actions taken around the world to mitigate its spread caused oil demand to deteriorate and economic activity to decrease. As a result, oil prices declined significantly during the period and created an extremely challenging market for all sub-sectors of the oil and natural gas industry. In addition, responses to the spread of COVID-19, including significant government restrictions on movement, have driven sharp declines in global economic activity. As a result, we determined that certain long-lived assets were impaired as their carrying values exceeded their fair values. The amount of the impairment charges were measured as the difference between the carrying value and the estimated fair value of the assets. The fair value was determined either through analysis of discounted future cash flows or, for certain real estate, based on a third party's sales price estimate (classified within level 3 of the fair value hierarchy). Following is a summary of impairment charges recognized (in thousands) in our Drilling & Downhole (“D&D”), Completions (“C”), Production (“P”), and Corporate (“Corp”) segments: Twelve Months Ended December 31, 2020 Twelve Months Ended December 31, 2019 Impairments of: D&D C P Corp Total D&D C P Total Goodwill (1) $ — $ — $ — $ — $ — $ 191,485 $ 260,238 $ 19,287 $ 471,010 Intangible assets (1) 5,257 — — — 5,257 — 48,241 5,230 53,471 Property and equipment (1) 1,069 9,608 4,460 — 15,137 5,200 2,655 — 7,855 Operating lease right of use assets (2) 5,366 6,140 2,366 1,498 15,370 1,525 684 155 2,364 Total impairments $ 11,692 $ 15,748 $ 6,826 $ 1,498 $ 35,764 $ 198,210 $ 311,818 $ 24,672 $ 534,700 (1) These charges are included in Impairments of goodwill, intangible assets, property and equipment in the condensed consolidated statements of comprehensive loss. (2) For the years ended December 31, 2020 and 2019, $10.8 million and $1.3 million, respectively, of these charges are included in Cost of sales, while $4.5 million and $1.1 million, respectively, are included in Selling, general and administrative expenses |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Notes payable and lines of credit as of December 31, 2020 and 2019 consisted of the following (in thousands): December 31, December 31, 2021 Notes $ — $ 400,000 2025 Notes 316,863 — Unamortized debt premium (discount) (30,248) 770 Debt issuance cost (7,318) (3,232) Senior secured revolving credit facility 13,126 — Other debt 2,272 2,041 Total debt 294,695 399,579 Less: current maturities (1,322) (717) Long-term debt $ 293,373 $ 398,862 2021 Notes As of December 31, 2020, no 2021 Notes remained outstanding. In October 2013, we issued $300.0 million of 6.25% unsecured notes due 2021 at par, and in November 2013, we issued an additional $100.0 million aggregate principal amount of the notes at a price of 103.25% of par (the “2021 Notes”). The 2021 Notes bear interest at a rate of 6.25% per annum, payable on April 1 and October 1 of each year, and mature on October 1, 2021. The 2021 Notes are unsecured obligations, and are guaranteed on an unsecured basis by our U.S. subsidiaries that guarantee our senior secured revolving credit facility ("Credit Facility") . During the first half of 2020, we repurchased an aggregate $71.9 million principal amount of our 2021 Notes for $27.7 million and recognized a net gain of $43.8 million, reflecting the difference in the amount paid and the net carrying value of the extinguished debt, including debt issuance costs and unamortized debt premium. In the third quarter of 2020, we exchanged $315.5 million principal amount of the remaining 2021 Notes for new 2025 Notes as discussed further below. In the fourth quarter of 2020, we redeemed the remaining $12.6 million principal amount of 2021 Notes at par. 2025 Notes In August 2020, we exchanged $315.5 million principal amount of the 2021 Notes for new 9.00% convertible secured notes due August 2025 (the “2025 Notes”). This transaction was accounted for as an extinguishment of the 2021 Notes with the new 2025 Notes recorded at fair value on the transaction date. We estimated the fair value of the 2025 Notes to be $282.6 million at the issuance date, resulting in a $32.9 million discount (“Debt Discount”) at issuance. As a result, we recognized a $28.7 million gain on extinguishment of debt that reflects the difference in the $314.8 million net carrying value of the 2021 Notes exchanged, including debt issuance costs and unamortized debt premium, less the $282.6 million estimated fair value of 2025 Notes and a $3.5 million early participation fee paid to bondholders that participated in the exchange. The Debt Discount is being amortized as non-cash interest expense over the term of the 2025 Notes using the effective interest method. The 2025 Notes pay interest at the rate of 9.00%, of which 6.25% will be payable in cash and 2.75% will be payable in cash or additional notes, at the Company’s option. In the fourth quarter 2020, we elected to pay $1.4 million of accrued interest as additional notes. The 2025 Notes are secured by a first lien on substantially all of the Company’s assets, except for Credit Facility priority collateral, which secures the 2025 Notes on a second lien basis. A portion of the 2025 Notes, initially equal to $150.0 million total principal amount, is mandatorily convertible into shares of our common stock at a conversion rate of 37.0370 shares per $1,000 principal amount of 2025 Notes converted, equivalent to a conversion price of $27.00 per share, subject, however, to the condition that the average of the daily trading prices for the common stock over the preceding 20-trading day period is at least $30.00 per share. Holders of the 2025 Notes also have optional conversion rights in the event that the Company elects to redeem the 2025 Notes in cash and at the final maturity of the new notes. Any interest that the Company elects to pay in additional notes are also subject to the mandatory and optional conversion rights. Credit Facility In connection with the issuance of the 2025 Notes, we amended our Credit Facility. Following such amendment, our Credit Facility provides revolving credit commitments of $250.0 million (with a sublimit of up to $45.0 million available for the issuance of letters of credit for the account of the Company and certain of its domestic subsidiaries) (the “U.S. Line”), of which up to $25.0 million is available to certain of our Canadian subsidiaries for loans in U.S. or Canadian dollars (with a sublimit of up to $3.0 million available for the issuance of letters of credit for the account of our Canadian subsidiaries) (the “Canadian Line”). Availability under the Credit Facility is subject to a borrowing base calculated by reference to eligible accounts receivable in the U.S., Canada and certain other jurisdictions (subject to a cap) and eligible inventory in the U.S. and Canada. Such eligible accounts receivable and eligible inventory serve as priority collateral for the Credit Facility, which is also secured on a second lien basis by substantially all of the Company's other assets. The amount of eligible inventory included in the borrowing base is restricted to the lesser of $130.0 million (subject to a quarterly reduction of $0.5 million that started on October 1, 2020) and 80.00% of the total borrowing base. Our borrowing capacity under the Credit Facility could be reduced or eliminated, depending on future fluctuations in our receivables and inventory. As of December 31, 2020, our total borrowing base was $139.2 million, of which $13.1 million was drawn and $15.6 million was used for security of outstanding letters of credit, resulting in remaining availability of $110.5 million. Borrowings under the U.S. line bear interest at a rate equal to, at our option, either (a) the LIBOR rate, subject to a floor of 0.75%, plus a margin of 2.50% or (b) a base rate plus a margin of 1.50%. The U.S. line base rate is determined by reference to the greatest of (i) the federal funds rate plus 0.50% per annum, (ii) the one-month adjusted LIBOR plus 1.00% per annum, and (iii) the rate of interest announced, from time to time, by Wells Fargo at its principal office in San Francisco as its prime rate, subject to a floor of 0.75%. Borrowings under the Canadian Line bear interest at a rate equal to, at Forum Canada’s option, either (a) the CDOR rate, subject to a floor of 0.75%, plus a margin of 2.50% or (b) a base rate plus a margin of 1.50%. The Canadian line base rate is determined by reference to the greater of (i) the one-month CDOR rate plus 1.00% and (ii) the prime rate for Canadian dollar commercial loans made in Canada as reported by Thomson Reuters, subject to a floor of 0.75%. The weighted average interest rate under the Credit Facility was approximately 2.65% for the year ended December 31, 2020. The Credit Facility also provides for a commitment fee in the amount of (a) 0.375% on the unused portion of commitments if average usage of the Credit Facility is greater than 50% and (b) 0.500% on the unused portion of commitments if average usage of the Credit Facility is less than or equal to 50%. The Credit Facility is currently scheduled to mature on October 30, 2022. If excess availability under the Credit Facility falls below the greater of 12.5% of the borrowing base and $31.3 million, we will be required to maintain a fixed charge coverage ratio of at least 1.00:1.00 as of the end of each fiscal quarter until excess availability under the Credit Facility exceeds such thresholds for at least 60 consecutive days. Furthermore, the Credit Facility includes an obligation to prepay outstanding loans with cash on hand in excess of certain thresholds and includes a cross-default to the 2025 Notes. Other debt Other debt consists primarily of various finance leases of equipment. Deferred loan costs The Company has incurred loan costs that have been deferred and are amortized to interest expense over the term of the 2025 Notes and the Credit Facility. During the year ended December 31, 2020, we capitalized a total of $9.7 million of deferred loan costs related to the exchange of the 2021 Notes. In the first quarter of 2020, we wrote-off $2.0 million of deferred loan costs for the termination of previous discussions related to a potential exchange offer for our 2021 Notes. In the third quarter of 2020, we wrote off $0.3 million of deferred loan costs related to amending our Credit Facility to, among other things, reduce the size of the commitments from $300.0 million to $250.0 million. Approximately $1.8 million and $1.9 million of deferred loan costs were amortized to interest expense for the years ended December 31, 2020 and 2019, respectively. Future principal payments under long-term debt for each of the years ending December 31 are as follows (in thousands): 2021 $ 1,322 2022 14,018 2023 96 2024 20 2025 316,869 Thereafter — Total future payment $ 332,325 Add: Unamortized debt premium (30,248) Less: Debt issuance cost (7,318) Less: present value discount on finance leases $ (64) Total debt $ 294,695 |
Leases (Notes)
Leases (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases Our lease portfolio primarily consists of operating leases for certain manufacturing facilities, warehouses, service facilities, office spaces, equipment and vehicles. The following table summarizes the supplemental balance sheet information related to leases as of December 31, 2020 and 2019 (in thousands): As of Classification December 31, 2020 December 31, 2019 Assets Operating lease assets Operating lease assets $ 31,520 $ 48,682 Finance lease assets Property and equipment, net of accumulated depreciation 2,464 2,085 Total lease assets $ 33,984 $ 50,767 Liabilities Current Operating Accrued liabilities $ 11,974 $ 12,538 Finance Current portion of long-term debt 1,322 717 Noncurrent Operating Operating lease liabilities $ 44,536 49,938 Finance Long-term debt, net of current portion 950 $ 1,324 Total lease liabilities $ 58,782 $ 64,517 The following table summarizes the components of lease expenses for the twelve months ended December 31, 2020 (in thousands): Twelve Months Ended Lease Cost Classification 2020 2019 Operating lease cost Cost of sales and Selling, general and administrative expenses $ 8,439 $ 13,675 Finance lease cost Amortization of leased assets Selling, general and administrative expenses 932 445 Interest on lease liabilities Interest expense 155 81 Sublease income Cost of sales and Selling, general and administrative expenses (2,001) (1,635) Net lease cost $ 7,525 $ 12,566 The maturities of lease liabilities as of December 31, 2020 are as follows (in thousands): Operating Leases Finance Leases Total 2021 $ 14,950 $ 1,322 $ 16,272 2022 13,243 892 14,135 2023 8,065 96 8,161 2024 6,683 20 6,703 2025 6,074 6 6,080 Thereafter 20,940 — 20,940 Total lease payments 69,955 2,336 72,291 Less: present value discount (13,445) (64) (13,509) Present value of lease liabilities $ 56,510 $ 2,272 $ 58,782 The following table summarizes the weighted-average remaining lease term and weighted average discount rates related to leases as of December 31, 2020: Lease Term and Discount Rate December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years) Operating leases 6.6 years 6.8 years Financing leases 1.8 years 2.8 years Weighted-average discount rate Operating leases 6.58 % 6.58 % Financing leases 6.58 % 6.58 % The following table summarizes the supplemental cash flow information related to leases as of December 31, 2020: Twelve Months Ended 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,038 $ 12,679 Operating cash flows from finance leases 80 81 Financing cash flows from finance leases $ 1,179 $ 1,197 Noncash activities from adoption of ASC 842 as of January 1, 2019 Prepaid expenses and other current assets n/a $ (884) Operating lease assets n/a 54,069 Operating lease liabilities n/a 64,506 Accrued liabilities n/a (11,321) |
Leases | Leases Our lease portfolio primarily consists of operating leases for certain manufacturing facilities, warehouses, service facilities, office spaces, equipment and vehicles. The following table summarizes the supplemental balance sheet information related to leases as of December 31, 2020 and 2019 (in thousands): As of Classification December 31, 2020 December 31, 2019 Assets Operating lease assets Operating lease assets $ 31,520 $ 48,682 Finance lease assets Property and equipment, net of accumulated depreciation 2,464 2,085 Total lease assets $ 33,984 $ 50,767 Liabilities Current Operating Accrued liabilities $ 11,974 $ 12,538 Finance Current portion of long-term debt 1,322 717 Noncurrent Operating Operating lease liabilities $ 44,536 49,938 Finance Long-term debt, net of current portion 950 $ 1,324 Total lease liabilities $ 58,782 $ 64,517 The following table summarizes the components of lease expenses for the twelve months ended December 31, 2020 (in thousands): Twelve Months Ended Lease Cost Classification 2020 2019 Operating lease cost Cost of sales and Selling, general and administrative expenses $ 8,439 $ 13,675 Finance lease cost Amortization of leased assets Selling, general and administrative expenses 932 445 Interest on lease liabilities Interest expense 155 81 Sublease income Cost of sales and Selling, general and administrative expenses (2,001) (1,635) Net lease cost $ 7,525 $ 12,566 The maturities of lease liabilities as of December 31, 2020 are as follows (in thousands): Operating Leases Finance Leases Total 2021 $ 14,950 $ 1,322 $ 16,272 2022 13,243 892 14,135 2023 8,065 96 8,161 2024 6,683 20 6,703 2025 6,074 6 6,080 Thereafter 20,940 — 20,940 Total lease payments 69,955 2,336 72,291 Less: present value discount (13,445) (64) (13,509) Present value of lease liabilities $ 56,510 $ 2,272 $ 58,782 The following table summarizes the weighted-average remaining lease term and weighted average discount rates related to leases as of December 31, 2020: Lease Term and Discount Rate December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years) Operating leases 6.6 years 6.8 years Financing leases 1.8 years 2.8 years Weighted-average discount rate Operating leases 6.58 % 6.58 % Financing leases 6.58 % 6.58 % The following table summarizes the supplemental cash flow information related to leases as of December 31, 2020: Twelve Months Ended 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,038 $ 12,679 Operating cash flows from finance leases 80 81 Financing cash flows from finance leases $ 1,179 $ 1,197 Noncash activities from adoption of ASC 842 as of January 1, 2019 Prepaid expenses and other current assets n/a $ (884) Operating lease assets n/a 54,069 Operating lease liabilities n/a 64,506 Accrued liabilities n/a (11,321) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss before income taxes for the years ended December 31, 2020 and 2019 are as follows (in thousands): 2020 2019 U.S. $ (106,785) $ (532,363) Non-U.S. (2,985) (36,508) Loss before income taxes $ (109,770) $ (568,871) The components of income tax benefit for the years ended December 31, 2020 and 2019 are as follows (in thousands): 2020 2019 Current U.S. federal and state $ (17,219) $ (1,423) Non-U.S. 4,487 12,594 Total current (12,732) 11,171 Deferred U.S. federal and state 723 3,580 Non-U.S. (872) (16,565) Total deferred (149) (12,985) Income tax benefit $ (12,881) $ (1,814) The reconciliation between the actual provision for income taxes and that computed by applying the U.S. statutory rate to loss before income taxes are outlined below (in thousands): 2020 2019 Income tax benefit at the statutory rate $ (23,052) (21.0) % $ (119,463) (21.0) % State taxes, net of federal tax benefit (4,190) (3.8) % (5,846) (1.0) % Non-U.S. operations 625 0.6 % (4,023) (0.7) % Domestic incentives (264) (0.2) % (633) (0.1) % Prior year federal, non-U.S. and state tax (1,827) (1.7) % 257 — % Nondeductible expenses 2,053 1.9 % 348 0.1 % Goodwill impairment — — % 27,244 4.8 % U.S. CAREs Act (15,981) (14.6) % — — % Valuation allowance 25,349 23.1 % 98,900 17.4 % Other 4,406 4.0 % 1,402 0.2 % Income tax benefit $ (12,881) (11.7) % $ (1,814) (0.3) % Our effective tax rate was (11.7)% and (0.3)% for the years ended December 31, 2020 and 2019, respectively. For the year ended December 31, 2020, we recognized a $16.0 million benefit related to a carryback claim for U.S. federal tax losses based on provisions in the U.S. Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which was signed into law on March 27, 2020. The CARES Act provided relief to corporate taxpayers by permitting a five-year carryback of 2018-2020 NOLs, increased the 30% limitation on interest expense deductibility to 50% of adjusted taxable income for 2019 and 2020, and accelerated refunds for minimum tax credit carryforwards, among other provisions. The tax effects of changes in tax laws are recognized in the period in which the law is enacted. The tax benefit for the year ended December 31, 2020 includes an increase in our valuation allowance of $25.3 million consisting of a full valuation allowance against our deferred tax assets in the U.S., U.K., Germany, Singapore, China and Saudi Arabia as further described below under the primary components of deferred taxes. The primary components of deferred taxes include (in thousands): 2020 2019 Deferred tax assets Reserves and accruals $ 14,917 $ 4,590 Operating lease liabilities 3,097 14,912 Inventory 37,784 16,429 Stock awards 2,180 5,185 Net operating loss and other tax carryforwards 53,781 83,325 Goodwill and intangible assets 39,381 45,528 Fair value discount on 2025 Notes 30,564 — Other 931 1,150 Gross deferred tax assets 182,635 171,119 Valuation allowance (167,287) (152,795) Total deferred tax assets 15,348 18,324 Deferred tax liabilities Property and equipment (6,861) (7,733) Operating lease assets (6,818) (12,006) Prepaid expenses and other (3,519) (396) Total deferred tax liabilities (17,198) (20,135) Net deferred tax liabilities $ (1,850) $ (1,811) Goodwill from certain acquisitions is tax deductible due to the acquisition structure as an asset purchase or due to tax elections made by the Company and the respective sellers at the time of acquisition. We have deferred tax assets related to net operating loss and other tax carryforwards in the U.S., and in certain states and foreign jurisdictions. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. At December 31, 2020, we had $128.0 million of U.S. net operating loss carryforwards and $7.5 million of state net operating losses. Of these losses, $92.4 million will expire no later than 2037 if they are not utilized prior to that date. The remaining $43.1 million will not expire. We also had $170.5 million of non-U.S. net operating loss carryforwards with indefinite expiration dates. The ultimate realization of income tax benefits for these net operating loss carryforwards depends on our ability to generate sufficient taxable income in the respective taxing jurisdictions. Where we have unrecognized tax benefits in jurisdictions with existing net operating losses, we utilize the unrecognized tax benefits as a source of income to offset such losses. We do not anticipate being able to fully utilize all of the losses prior to their expiration in the following jurisdictions: the U.S, the U.K, Germany, Singapore, China and Saudi Arabia. During 2020, we recognized $25.3 million of tax expense related to the increase in our valuation allowance provided against our deferred tax assets to write down our deferred tax assets in these jurisdictions to what is more likely than not realizable. We increased our valuation allowance related to our U.S. and foreign deferred tax assets by $21.1 million and $4.2 million, respectively. In making such a determination for each of these jurisdictions, we considered all available positive and negative evidence, including our recent history of pretax losses over the prior three year period, the goodwill and intangible asset impairments for various reporting units, the future reversals of existing taxable temporary differences, the projected future taxable income or loss, including the effect of U.S. tax reform, and tax-planning. Deferred tax liabilities arising from the difference between the financial reporting and income tax bases inherent in our foreign subsidiaries, referred to as outside basis differences, have not been provided for U.S. income tax purposes because we do not intend to sell, liquidate or otherwise trigger the recognition of U.S. taxable income with regard to our investment in these foreign subsidiaries. Determining the amount of U.S. deferred tax liabilities associated with outside basis differences is not practicable at this time. We file income tax returns in the U.S. as well as in various states and non-U.S. jurisdictions. With few exceptions, we are no longer subject to income tax examination by tax authorities in these jurisdictions prior to 2014. We account for uncertain tax positions in accordance with guidance in Accounting Standards Codification Topic 740, which prescribes the minimum recognition threshold a tax position taken or expected to be taken in a tax return is required to meet before being recognized in the financial statements. A reconciliation of the beginning and ending amount of uncertain tax positions is as follows (in thousands): Balance at January 1, 2020 $ 14,566 Additional based on tax positions related to prior years — Additional based on tax positions related to current year 1,771 Reduction based on tax positions related to prior years (2,158) Settlement with tax authorities (469) Lapse of statute of limitations (1,328) Balance at December 31, 2020 12,382 The total amount of unrecognized tax benefits at December 31, 2020 was $12.4 million, of which it is reasonably possible that $6.1 million could be settled during the next twelve-month period as a result of the conclusion of various tax audits or due to the expiration of the applicable statute of limitations. We estimate that $12.4 million of the unrecognized tax benefits at December 31, 2020, excluding consideration of valuation allowance, would impact our future effective income tax rate, if recognized. We recognize interest and penalties related to uncertain tax positions within the provision for income taxes in the consolidated statements of comprehensive loss. As of December 31, 2020 and 2019, we had accrued approximately $1.4 million and $1.2 million in interest and penalties, respectively. During the years ended December 31, 2020 and 2019, we recognized no material change in the interest and penalties related to uncertain tax positions. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements At December 31, 2020 the Company had $13.1 million outstanding under the Credit Facility, and at December 31, 2019, the Company had no balance outstanding under the Credit Facility. The Credit Facility 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. The fair value of the Company’s Senior Notes is estimated using Level 2 inputs in the fair value hierarchy and is based on quoted prices for those or similar instruments. At December 31, 2020, the fair value and the carrying value of the Company’s 2025 Notes approximated $200.3 million and $279.3 million, respectively. At December 31, 2019, the fair value and the carrying value of the Company’s 2021 Notes approximated $354.0 million and $397.5 million, respectively. There were no other significant outstanding financial instruments as of December 31, 2020 and 2019 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 year ended December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation In the ordinary course of business, the Company is, and in the future, could be involved in various pending or threatened legal actions, some of 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 believed to be probable and can be estimated. The reserves accrued at December 31, 2020 and 2019 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. Asbestos litigation One of our subsidiaries has been named as one of many defendants in a number of product liability claims for alleged exposure to asbestos used in valves. These lawsuits are typically filed on behalf of plaintiffs who allege exposure to asbestos, against numerous defendants, often forty or more, who are alleged to have manufactured or distributed products containing asbestos. The injuries alleged by plaintiffs in these cases range from mesothelioma and other cancers to asbestosis. The earliest claims against our subsidiary were filed in New Jersey in 1998, and our subsidiary currently has active cases in Missouri, New Jersey, New York, Illinois and Delaware. These complaints do not typically include requests for a specific amount of damages. Our subsidiary acquired the trademark for the product line in question in 1985. To date, the claims against our subsidiary alleging illnesses due to asbestos have generally been based on products manufactured by the previous owner prior to 1985 that are alleged to have contained asbestos. Many claimants alleging illnesses due to asbestos sue on the basis of exposure prior to 1985, as by that date the hazards of asbestos exposure were well known and asbestos had begun to fall into disuse. Our subsidiary has been successful in obtaining dismissals in most lawsuits without any cash contribution including because the “successor liability” law in most states does not hold a purchaser in good faith liable for the actions of the seller prior to the acquisition date unless the purchaser contractually assumed the liabilities, which our subsidiary did not. There are exceptions to the successor liability doctrine in many states, so there are no assurances that our subsidiary will not be found liable for the actions of its predecessor. The law in other states on so called “successor liability” may be different or ambiguous in this regard, and could also expose our subsidiary to liability. Our subsidiary could also be found liable should a trier of fact reject our subsidiary’s position that it is not responsible for the alleged asbestos injuries. To date, asbestos claims have not had a material adverse effect on our business, financial condition, results of operations, or cash flow, as our annual out-of-pocket costs over the last five years has been less than $200,000. There were fewer than 25 new cases filed against our subsidiary in each of last two years, and a significant number of existing cases were dismissed, settled or otherwise disposed of over the last year. We currently have fewer than 150 lawsuits pending against this subsidiary. Our subsidiary has over $17 million in face amount of insurance per occurrence and over $23 million of aggregate primary insurance coverage. In addition, our subsidiary has over $950 million in face amount of excess coverage applicable to the claims. There can be no guarantee that all of this can be collected due to policy terms and conditions and insurer insolvencies in the past or in the future. In January 2011, we entered into an agreement with seven of our primary insurers under which they have agreed to pay 80% of the costs of handling and settling each asbestos claim against the affected subsidiary. The insurers’ portion of the settlements is funded by our aggregate primary limits, which are eroded only by settlements and not legal fees. Approximately $2.0 million in settlements has been paid by insurers and our subsidiary to date, with approximately $40,000 paid over the course of the last two years. Our subsidiary and the subscribing insurers have the right to withdraw from this agreement, but to date, no party has exercised this right or expressed an intent to do so. Portland Harbor Superfund litigation In May 2009, one of the Company’s subsidiaries (which is presently a dormant company with nominal assets except for rights under insurance policies) was named along with many defendants in a suit filed by the Port of Portland, Oregon seeking reimbursement of costs related to a five-year study of contaminated sediments at the port. In March 2010, the subsidiary also received a notice letter from the Environmental Protection Agency indicating that it had been identified as a potentially responsible party with respect to environmental contamination in the “study area” for the Portland Harbor Superfund Site. Under a 1997 indemnity agreement, the subsidiary is indemnified by a third party with respect to losses relating to environmental contamination. As required under the indemnity agreement, the subsidiary provided notice of these claims, and the indemnitor has assumed responsibility and is providing a defense of the claims. Although the Company believes that it is unlikely that the subsidiary contributed to the contamination at the Portland Harbor Superfund Site, the potential liability of the subsidiary and the ability of the indemnitor to fulfill its indemnity obligations cannot be quantified at this time. Tenaris litigation In October of 2017, one of our subsidiaries, Global Tubing, LLC, filed suit against Tenaris Coiled Tubes, LLC and Tenaris, S.A. (together “Tenaris”) in the United States District Court for the Southern District of Texas seeking a declaration that its DURACOIL TM products do not infringe certain Tenaris patents related to coiled tubing. Tenaris filed counterclaims against Global Tubing alleging DURACOIL TM products infringe three patents. Tenaris seeks unspecified damages and a permanent injunction. Global Tubing is vigorously defending itself and alleges the Tenaris patents are invalid and unenforceable. While Global Tubing believes that it will prevail on all claims, if Tenaris were to obtain a permanent injunction, Global Tubing may be barred from selling certain of its DURACOIL TM products. Operating leases The Company has operating leases for warehouses, office space, manufacturing facilities and equipment. The leases generally require the Company to pay certain expenses including taxes, insurance, maintenance, and utilities. See Note 10 Leases for further information. Letters of credit and guarantees |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The reconciliation of basic and diluted earnings per share for each period presented was as follows (dollars and shares in thousands, except per share amounts): Year ended December 31, 2020 2019 Net loss attributable to common stockholders $ (96,889) $ (567,057) Basic - weighted average shares outstanding 5,577 5,505 Dilutive effect of stock options and restricted stock — — Dilutive effect of convertible 2025 Notes — — Diluted - weighted average shares outstanding 5,577 5,505 Loss per share Basic $ (17.37) $ (103.01) Diluted $ (17.37) $ (103.01) |
Stockholders' Equity and Employ
Stockholders' Equity and Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity and Employee Benefit Plans Disclosure [Abstract] | |
Stockholders' Equity and Employee Benefit Plans | Stockholders' Equity and Employee Benefit Plans Employee benefit plans We sponsor a 401(k) savings plan for U.S. employees and related savings plans for certain non-U.S. employees. These plans benefit eligible employees by allowing them the opportunity to make contributions up to certain limits. We contribute by matching a percentage of each employee’s contributions. In 2020, for certain plans, the Company temporarily suspended the matching of contributions. Subsequent to the closing of all acquisitions, employees of those acquired entities will generally be eligible to participate in the Company’s 401(k) savings plan. We also have the discretion to provide a profit sharing contribution to each participant depending on the Company’s performance for the applicable year. The expense under the Company’s plan was $2.3 million and $5.8 million for the years ended December 31, 2020 and 2019, respectively. We have an Employee Stock Purchase Plan, which allows eligible employees to purchase shares of the Company’s common stock at six six Reverse stock split In order to bring the Company into compliance with the listing requirements of the New York Stock Exchange, our Board of Directors approved a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.01 per share, accompanied by a corresponding decrease in the Company’s authorized shares of common stock. The Company’s stockholders previously approved the Reverse Stock Split at the annual meeting of stockholders on May 12, 2020. The effective time of the Reverse Stock Split was after market close on November 9, 2020, with the common stock trading on a post-split basis under the Company’s existing trading symbol, “FET,” at the market open on November 10, 2020. No fractional shares of common stock were issued as a result of the Reverse Stock Split. Instead, any stockholder who would have been entitled to a fractional share received a cash payment in lieu of such fractional shares. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation FET stock based compensation plan The following share and per-share information has been retroactively adjusted to reflect the effect of the 1-for-20 Reverse Stock Split. See Note 15. Stockholders' Equity and Employee Benefit Plans for further information. In August 2010, we created the 2010 Stock Incentive Plan (the “2010 Plan”) to allow for employees, directors and consultants of the Company and its subsidiaries to maintain stock ownership in the Company through the award of stock options, restricted stock, restricted stock units, performance shares or any combination thereof. Under the terms of the 2010 Plan, a total of 925 thousand shares were authorized for awards. In May 2016, we created a new 2016 Stock and Incentive Plan (the “2016 Plan”). Under the terms of the 2016 Plan, the aggregate number of shares that may be issued may not exceed the number of shares reserved but not issued under the 2010 Plan as of May 17, 2016, the effective date of the 2016 plan, a total of 285 thousand shares. No further awards will be made under the 2010 Plan after such date, and outstanding awards granted under the 2010 Plan shall continue to be outstanding. In May 2019, our stockholders approved to amend and restate the 2016 Plan (the “2016 Amended Plan”) to provide for an additional 145 thousand shares and revised certain terms thereof. In May 2020, our stockholders approved an amendment to the 2016 Amended Plan to provide for an additional 60 thousand shares. Approximately 218 thousand shares remained available under the 2016 Amended Plan for future grants as of December 31, 2020. The total amount of stock based compensation expense recorded was approximately $9.8 million and $15.8 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company expects to record stock based compensation expense of approximately $8.9 million over a weighted average remaining term of approximately one year. Future grants will result in additional compensation expense. Stock options The exercise price of each option is based on the fair market value of the Company’s stock at the date of grant. Options generally have a ten 2020 Activity Number of shares Weighted average exercise price Remaining weighted average contractual life in years Intrinsic value Beginning balance 269 $ 247.00 2.5 $ — Forfeited/expired (174) $ 186.31 Total outstanding 95 $ 358.31 3.5 $ — Options exercisable 92 $ 359.30 3.4 $ — The intrinsic value is the amount by which the fair value of the underlying share exceeds the exercise price of the stock option. No stock options were exercised in 2020 or 2019. As of December 31, 2020 and 2019, the share price of the Company was less than the exercise price for all outstanding stock options. Therefore, the intrinsic value for stock options outstanding and exercisable were both zero. No stock options were granted in 2020 or 2019. Restricted stock Restricted stock generally vests over a three four 2020 Activity Restricted stock (shares in thousands) Nonvested at beginning of year 10 Vested (10) Nonvested at the end of year — No restricted stock was granted during 2020. The weighted average grant date fair value of restricted stock granted during the year ended December 31, 2019 was $131.80 per share. The total grant date fair value of shares vested was $1.5 million and $1.5 million during 2020 and 2019, respectively. Restricted stock units Restricted stock units generally vest over a three four 2020 Activity Restricted stock units (shares in thousands) Nonvested at beginning of year 109 Granted 300 Vested (52) Forfeited (26) Nonvested at the end of year 331 Of the restricted stock units granted during 2020, 113 thousand shares vest ratably over three three three The weighted average grant date fair value of the restricted stock units was $12.83 and $130.80 per share during the years ended December 31, 2020, and 2019, respectively. The total grant date fair value of units vested was $10.3 million and $11.8 million during 2020 and 2019, respectively. Performance share awards During 2020, we granted performance awards with service-vesting and market-vesting conditions that are payable in either cash or shares of the Company’s common stock. These awards may settle between zero and three times the award’s cash target amount. The award amount issued pursuant to the performance award agreements will be determined based on the total shareholder return of the Company’s common stock as compared to a group of peer companies measured over a three three Stock appreciation rights In the fourth quarter of 2019, we granted stock appreciation rights with service-vesting and market-vesting conditions. The following table provides additional information related to our stock appreciation rights: 2020 Activity Stock Appreciation Rights (in thousands) Nonvested at beginning of year 318 Granted — Forfeited (70) Nonvested at the end of year 248 The grant date fair value of the stock appreciation rights was $3.86. The stock appreciation rights will vest on the third anniversary from the grant date if the a verage closing price of a share of our Common Stock over the twenty trading days prior to the third anniversary date (the “Ending Market Value”) is equal to or greater than $100.00. If vested, the stock appreciation rights will ultimately be settled for the difference between the Ending Market Value and the exercise price of $29.00. The stock appreciation rights, if vested, may be settled in stock or cash. If vested, we intend to settle the stock appreciation rights in stock. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe Company has sold and purchased inventory, services and fixed assets to and from various affiliates of certain directors. The dollar amounts related to these related party activities are not significant to our consolidated financial statements. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments The Company reports results of operations in the following three reporting segments: Drilling & Downhole, Completions and Production. The amounts indicated below as “Corporate” relate to costs and assets not allocated to the reportable segments. The Drilling & Downhole segment designs and manufactures products and provides related services to the drilling, well construction, artificial lift and subsea energy construction and services markets as well as other markets such as alternative energy, defense and communications. The Completions segment designs, manufactures and supplies products and provides related services to the coiled tubing, stimulation and intervention markets. The Production segment designs, manufactures and supplies products, and provides related equipment and services for production and infrastructure markets. The Company’s reportable segments are strategic units that offer distinct products and services. They are managed separately since each business segment requires different marketing strategies. Operating segments have not been aggregated as part of a reportable segment. The Company evaluates the performance of its reportable segments based on operating income. This segmentation is representative of the manner in which our Chief Operating Decision Maker and our board of directors view the business. We consider the Chief Operating Decision Maker to be the Chief Executive Officer. Summary financial data by segment follows (in thousands): Year ended December 31, 2020 2019 Revenue: Drilling & Downhole $ 216,836 $ 334,829 Completions 118,685 305,089 Production 177,510 320,996 Eliminations (555) (4,381) Total revenue $ 512,476 $ 956,533 Segment operating income (loss): Drilling & Downhole $ (47,964) $ 7,343 Completions (97,304) 6,581 Production (33,418) 7,802 Corporate (30,012) (28,928) Total segment operating loss (208,698) (7,202) Impairments of goodwill, intangible assets, property and equipment 20,394 532,336 Transaction expenses 3,128 1,159 Contingent consideration benefit — (4,629) Loss (gain) on disposal of assets and other (597) 78 Operating loss $ (231,623) $ (536,146) Depreciation and amortization Drilling & Downhole $ 17,895 $ 21,433 Completions 24,831 32,780 Production 7,755 8,478 Corporate 519 550 Total depreciation and amortization $ 51,000 $ 63,241 A summary of capital expenditures by reportable segment is as follows (in thousands): Year ended December 31, Capital expenditures 2020 2019 Drilling & Downhole $ 462 $ 3,169 Completions 275 3,886 Production 287 4,041 Corporate 1,222 4,006 Total capital expenditures $ 2,246 $ 15,102 A summary of consolidated assets by reportable segment is as follows (in thousands): Year ended December 31, Assets 2020 2019 Drilling & Downhole $ 314,375 $ 407,779 Completions 356,645 496,714 Production 92,949 186,786 Corporate 125,957 68,718 Total assets $ 889,926 $ 1,159,997 Corporate assets primarily include cash, certain prepaid expenses and deferred loan costs. A summary of long-lived assets by country is as follows (in thousands): Year ended December 31, Long-lived assets: 2020 2019 United States $ 332,554 $ 397,219 Europe 42,424 54,519 Canada 17,796 32,703 Asia-Pacific 836 1,707 Middle East 4,877 5,653 Latin America 1,248 2,279 Total long-lived assets $ 399,735 $ 494,080 The following table presents our revenues disaggregated by geography based on shipping destination (in thousands): Year ended December 31, 2020 2019 Revenue: $ % $ % United States $ 323,322 63.2 % $ 670,205 70.1 % Canada 30,492 5.9 % 62,651 6.5 % Europe & Africa 37,438 7.3 % 71,527 7.5 % Middle East 43,192 8.4 % 62,169 6.5 % Asia-Pacific 48,067 9.4 % 59,517 6.2 % Latin America 29,965 5.8 % 30,464 3.2 % Total Revenue $ 512,476 100.0 % $ 956,533 100.0 % The following table presents our revenues disaggregated by product line (in thousands): Year ended December 31, 2020 2019 Revenue: $ % $ % Drilling Technologies $ 97,232 19.1 % $ 157,648 16.6 % Downhole Technologies 64,083 12.5 % 116,104 12.1 % Subsea Technologies 55,521 10.8 % 61,077 6.4 % Stimulation and Intervention 56,460 11.0 % 162,025 16.9 % Coiled Tubing 62,225 12.1 % 143,064 15.0 % Production Equipment 65,763 12.8 % 122,654 12.8 % Valve Solutions 111,747 21.8 % 198,342 20.7 % Eliminations (555) (0.1) % (4,381) (0.5) % Total revenue $ 512,476 100.0 % $ 956,533 100.0 % |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited) The following tables summarize the Company’s results by quarter for the years ended December 31, 2020 and 2019. The quarterly results may not be comparable due to dispositions in 2020 and 2019. Refer to Note 4 Dispositions for further information. 2020 (in thousands, except per share information) Q1 Q2 Q3 Q4 Revenues $ 182,632 $ 113,275 $ 103,606 $ 112,963 Cost of sales (1) 160,542 100,373 90,496 172,086 Gross profit 22,090 12,902 13,110 (59,123) Total operating expenses (2) 77,497 47,924 50,157 45,024 Operating loss (55,407) (35,022) (37,047) (104,147) Total other income, net (3) (3,913) (29,104) (16,513) (72,323) Loss before income taxes (51,494) (5,918) (20,534) (31,824) Income tax expense (benefit) (14,350) (424) 1,017 876 Net loss (37,144) (5,494) (21,551) (32,700) Weighted average shares outstanding Basic 5,559 5,580 5,580 5,588 Diluted 5,559 5,580 5,580 5,588 Loss per share Basic $ (6.68) $ (0.98) $ (3.86) $ (5.85) Diluted $ (6.68) $ (0.98) $ (3.86) $ (5.85) (1) Q1 includes $11.6 million of inventory write-downs and $8.6 million of lease impairments. Q4 includes $81.1 million of inventory write-downs. (2) Q1 includes $17.3 million of impairments of property and equipment and intangible assets. Q3 includes $3.0 million of impairments of property and equipment. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. (3) Q1 and Q2 include gains on extinguishment of debt of $7.5 million and $36.3 million, respectively, related to the repurchase of 2021 Notes at a discount. Q3 includes a $28.7 million gain on extinguishment of debt related to the exchange of 2021 Notes for new 2025 Notes. See Note 9 Debt for further information related to these gains. Q4 includes an $88.4 million gain related to the sale of certain assets of our ABZ and Quadrant brands of valve products. See Note 4 Dispositions for further information related to this gain. 2019 (in thousands, except per share information) Q1 Q2 Q3 Q4 Revenues $ 271,842 $ 245,648 $ 239,266 $ 199,777 Cost of sales 201,744 182,460 176,632 150,845 Gross profit 70,098 63,188 62,634 48,932 Total operating expenses (1) 64,952 63,022 595,954 56,752 Earnings (loss) from equity investment (849) 570 (39) — Operating income (loss) 4,297 736 (533,359) (7,820) Total other expense, net (2) 10,458 6,077 2,999 13,191 Loss before income taxes (6,161) (5,341) (536,358) (21,011) Income tax expense (benefit) 1,727 8,393 (3,371) (8,563) Net loss (7,888) (13,734) (532,987) (12,448) Weighted average shares outstanding Basic 5,482 5,499 5,515 5,523 Diluted 5,482 5,499 5,515 5,523 Loss per share Basic $ (1.44) $ (2.50) $ (96.64) $ (2.25) Diluted $ (1.44) $ (2.50) $ (96.64) $ (2.25) (1) Q1 includes a $4.6 million contingent consideration benefit related to reducing the estimated fair value of the contingent cash liability associated with the fourth quarter 2018 acquisition of Global Heat Transfer LLC. Q3 includes $471.0 million of goodwill impairments, $53.5 million of intangible asset impairments and $7.9 million of property and equipment impairments. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. (2) Q3 includes a $1.6 million gain realized on the sale of our previously held equity investment in Ashtead. Q4 includes a $2.3 million gain on the sale of certain assets of our Cooper Alloy ® brand of valve products. See Note 4 Dispositions |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
COVID-19 Impacts | COVID-19 Impacts The outbreak of COVID-19 in 2020 caused significant disruptions in the U.S. and world economies. In response to the continued spread of COVID-19, federal, state and local governments have imposed varying degrees of restrictions on business and social activities, including quarantine and “stay-at-home” orders. As a result of the imposition of these government orders, there was an adverse impact on the level of oil and natural gas demand and many companies have sought protection under Chapter 11 of the U.S. Bankruptcy Code. The full impacts of the COVID-19 outbreak are continuing to evolve and will ultimately depend on future developments, including the rate of distribution for approved vaccines, actions taken by governmental authorities, customers, suppliers and other third parties to prevent further spread of the virus, workforce availability, and the timing and extent to which economic and operating conditions resume. We have experienced resulting disruptions to our business operations, as restrictions have significantly impacted many sectors of the economy, with businesses curtailing or ceasing normal operations. While we cannot estimate with any degree of certainty the full impact of the COVID-19 outbreak on our liquidity, financial condition and future results of operations, we expect the adverse impacts on our financial results from COVID-19 will continue in future quarters. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries after elimination of intercompany balances and transactions. We previously held an investment in Ashtead, an operating entity where we had the ability to exert significant influence, but did not control operating and financial policies. This investment was accounted for using the equity method of accounting with our share of the net income reported in “Loss from equity investments” in the consolidated statements of comprehensive loss and the investment reported in “Investment in unconsolidated subsidiary” in the consolidated balance sheets. On September 3, 2019, we sold our aggregate 40% interest in Ashtead to the majority owners of Ashtead. As of December 31, 2020, we have no investments in unconsolidated subsidiaries. Refer to Note 4 Dispositions |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the preparation of these consolidated financial statements, estimates and assumptions have been made by management including, among others, an assessment of percentage of completion of projects based on costs to complete contracts, the selection of useful lives of tangible and intangible assets, expected future cash flows from long lived assets to support impairment tests, provisions necessary for trade receivables, amounts of deferred taxes and income tax contingencies. Actual results could differ from these estimates. The financial reporting of contracts depends on estimates, which are assessed continually during the term of those contracts. The amounts of revenues and income recognized are subject to revisions as the contract progresses to completion and changes in estimates are reflected in the period in which the facts that give rise to the revisions become known. Additional information that enhances and refines the estimating process that is obtained after the |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash on deposit and high quality, short term money market instruments with an original maturity of three months or less. Cash equivalents are based on quoted market prices, a Level 1 fair value measure. |
Accounts receivable-trade | Accounts receivable-trade Trade accounts receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus receivables do not bear interest, although a finance charge may be applied to amounts past due. We maintain an allowance for doubtful accounts for estimated losses that may result from the inability of our customers to make required payments. Such allowances are based upon several factors including, but not limited to, credit approval practices, industry and customer historical experience as well as the current and projected financial condition of the specific customer. Accounts receivable outstanding longer than contractual terms are considered past due. We write off accounts receivable to the allowance for doubtful accounts when they become uncollectible. Any payments subsequently received on receivables previously written off are credited to bad debt expense. |
Inventories | Inventories Inventory consisting of finished goods and materials and supplies held for resale is carried at the lower of cost or net realizable value. For certain operations, cost, which includes the cost of raw materials and labor for finished goods, is determined using standard cost which approximates a first-in first-out basis. For other operations, this cost is determined on an average cost, first-in first-out or specific identification basis. Net realizable value means estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. We continuously evaluate inventories based on an analysis of inventory levels, historical sales experience and future sales forecasts, to determine obsolete, slow-moving and excess inventory. For the years ended December 31, 2020 and 2019, we recognized inventory write downs totaling $100.8 million and $10.3 million, respectively. These charges are all included in “ Cost of sales ” in the consolidated statements of comprehensive loss. See Note 5 Inventories |
Property and equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation. Capital leases of property and equipment are stated at the present value of future minimum lease payments. Expenditures for property and equipment and for items which substantially increase the useful lives of existing assets are capitalized at cost and depreciated over their estimated useful life utilizing the straight-line method. Routine expenditures for repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method based on the estimated useful lives of assets, generally 3 to 30 years. Property and equipment held under capital leases are amortized straight-line over the shorter of the lease term or estimated useful life of the asset. Gains or losses resulting from the disposition of assets are recognized in income with the related asset cost and accumulated depreciation removed from the balance sheet. Assets acquired in connection with business combinations are recorded at fair value. Rental equipment consists of equipment rented to customers under short-term rental agreements. Rental equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life of three ten We review long-lived assets for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. In performing the review for impairment, future cash flows expected to result from the use of the asset and its eventual disposal are estimated. If the undiscounted future cash flows are less than the carrying amount of the assets, there is an indication that the asset may be impaired. The amount of the impairment is measured as the difference between the carrying value and the estimated fair value of the asset. The fair value is determined either through the use of an external valuation, or by means of an analysis of discounted future cash flows based on expected utilization. For the years ended December 31, 2020 and 2019, we recognized property and equipment impairment charges totaling $15.1 million and $7.9 million, respectively, which are included in “Impairments of goodwill, intangible assets, property and equipment” in the consolidated statements of comprehensive loss. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. |
Lease Obligations | Lease Obligations We determine if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded in our consolidated balance sheets. Leases with an initial term greater than 12 months are recognized in our consolidated balance sheets based on lease classification as either operating or financing. Operating leases are included in operating lease assets, accrued liabilities and operating lease liabilities. Finance leases are included in property and equipment, current portion of long-term debt, and long-term debt. Some of our lease agreements include lease and non-lease components for which we have elected to not separate for all classes of underlying assets. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We sublease certain real estate to third parties when we have no future use for the property. Our lease portfolio primarily consists of operating leases for certain manufacturing facilities, warehouses, service facilities, office spaces, equipment and vehicles. Operating lease Right of Use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Our leases have remaining terms of 1 year to 13 years and may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The operating lease ROU assets also include any upfront lease payments made and exclude lease incentives and initial direct costs incurred. Lease expense for operating leases is recognized on a straight-line basis over the lease term. We review lease ROU assets for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. In performing the review for impairment, future cash flows expected to result from the use of the asset and its eventual disposal are estimated. If the undiscounted future cash flows are less than the carrying amount of the assets, there is an indication that the asset may be impaired. The amount of the impairment is measured as the difference between the carrying value and the estimated fair value of the asset. The fair value is determined by means of an analysis of discounted future cash flows based on expected utilization. For the years ended December 31, 2020 and 2019, we recognized impairments of operating lease assets totaling $15.4 million and $2.4 million, respectively, which are included in “Cost of Sales” and “Selling, general and administrative expenses” in the consolidated statements of comprehensive loss. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. |
Goodwill and intangible assets | Goodwill and intangible assets For goodwill and intangible assets with indefinite lives, an assessment for impairment is performed annually or when there is an indication an impairment may have occurred. We use an assessment date of October 1 for our annual impairment test for goodwill and other indefinite-lived intangible assets. Goodwill is reviewed for impairment by comparing the carrying value of each of our seven reporting units’ net assets, including allocated goodwill, to the estimated fair value of the reporting unit. We determine the fair value of our reporting units using a discounted cash flow approach. We selected this valuation approach because we believe it, combined with our best judgment regarding underlying assumptions and estimates, provides the best estimate of fair value for each of our reporting units. Determining the fair value of a reporting unit requires the use of estimates and assumptions. Such estimates and assumptions include revenue growth rates, future operating margins, the weighted average cost of capital, a terminal growth value, and future market conditions, among others. We believe that the estimates and assumptions used in our impairment assessments are reasonable. If the reporting unit’s carrying value is greater than its calculated fair value, we recognize a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds its fair value. For the year ended December 31, 2019, we recognized goodwill impairment charges totaling $471.0 million which is included in “Impairments of goodwill, intangible assets, property and equipment” in the consolidated statements of comprehensive loss. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. Following the goodwill impairment charges recognized in the third quarter of 2019, there is no remaining goodwill balance for any of our reporting units. Intangible assets with definite lives are comprised of customer and distributor relationships, patents and technology, trade names, trademarks and non-compete agreements which are amortized on a straight-line basis over the life of the intangible asset, generally two For the years ended December 31, 2020 and 2019, we recognized intangible asset impairment charges totaling $5.3 million and $53.5 million, respectively, which are included in “Impairments of goodwill, intangible assets, property and equipment” in the consolidated statements of comprehensive loss. See Note 8 Impairments of Goodwill and Long Lived Assets |
Recognition of provisions for contingencies | Recognition of provisions for contingencies In the ordinary course of business, we are subject to various claims, suits and complaints. We, in consultation with internal and external legal advisors, will provide for a contingent loss in the consolidated financial statements if, at the date of the consolidated financial statements, it is probable that a liability has been incurred and the amount can be reasonably estimated. If it is determined that the reasonable estimate of the loss is a range and that there is no best estimate within that range, a provision will be made for the lower amount of the range. Legal costs are expensed as incurred. |
Revenue recognition and deferred revenue | Revenue recognition and deferred revenue Revenue is recognized in accordance with Accounting Standards Codification Topic 606 (“ASC 606”), when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Contract Identification . We account for a contract when it is approved, both parties are committed, the rights of the parties are identified, payment terms are defined, the contract has commercial substance and collection of consideration is probable. Performance Obligations . A performance obligation is a promise in a contract to transfer a distinct good or service to the customer under ASC 606. The majority of our contracts with customers contain a single performance obligation to provide agreed-upon products or services. For contracts with multiple performance obligations, we allocate revenue to each performance obligation based on its relative standalone selling price. In accordance with ASC 606, we do not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. We have elected to apply the practical expedient to account for shipping and handling costs associated with outbound freight after control of a product has transferred to a customer as a fulfillment cost which is included in Cost of Sales. Furthermore, since our customer payment terms are short-term in nature, we have also elected to apply the practical expedient which allows an entity to not adjust for the effects of a significant financing component if it expects that the customer’s payment period will be less than one year in duration. Contract Value . Revenue is measured based on the amount of consideration specified in the contracts with our customers and excludes any amounts collected on behalf of third parties. We have elected the practical expedient to exclude amounts collected from customers for all sales (and other similar) taxes. The estimation of total revenue from a customer contract is subject to elements of variable consideration. Certain customers may receive rebates or discounts which are accounted for as variable consideration. We estimate variable consideration as the most likely amount to which we expect to be entitled, and we include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved. Our estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historic, current, forecast) that is reasonably available to us. Timing of Recognition . We recognize revenue when we satisfy a performance obligation by transferring control of a product or service to a customer. Our performance obligations are satisfied at a point in time or over time as work progresses. Revenue from goods transferred to customers at a point in time accounted for 93% of revenues for the year ended December 31, 2020. The majority of this revenue is product sales, which are generally recognized when items are shipped from our facilities and title passes to the customer. The amount of revenue recognized for products is adjusted for expected returns, which are estimated based on historical data. Revenue from goods transferred to customers over time accounted for 7% of revenues for the year ended December 31, 2020, which is related to certain contracts in our Subsea and Production Equipment product lines. Recognition over time for these contracts is supported by our assessment of the products supplied as having no alternative use to us and by clauses in the contracts that provide us with an enforceable right to payment for performance completed to date. We use the cost-to-cost method to measure progress for these contracts because it best depicts the transfer of assets to the customer which occurs as costs are incurred on the contract. The amount of revenue recognized is calculated based on the ratio of costs incurred to-date compared to total estimated costs which requires management to calculate reasonably dependable estimates of total contract costs. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. We recognize revenue and cost of sales each period based upon the advancement of the work-in-progress unless the stage of completion is insufficient to enable a reasonably certain forecast of profit to be established. In such cases, no profit is recognized during the period. Accounting estimates during the course of projects may change, primarily related to our remotely operated vehicles (“ROVs”) which may take longer to manufacture. The effect of such a change, which can be upward as well as downward, is accounted for in the period of change, and the cumulative income recognized to date is adjusted to reflect the latest estimates. These revisions to estimates are accounted for on a prospective basis. Contracts are sometimes modified to account for changes in product specifications or requirements. Most of our contract modifications are for goods and services that are not distinct from the existing contract. As such, these modifications are accounted for as if they were part of the existing contract, and therefore, the effect of the modification on the transaction price and our measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue on a cumulative catch-up basis. No adjustment to any one contract was material to our consolidated financial statements for the years ended December 31, 2020 and 2019. We sell our products through a number of channels including a direct sales force, marketing representatives, and distributors. We have elected to expense sales commissions when incurred as the amortization period would be less than one year. These costs are recorded within cost of sales. Portfolio Approach . We have elected to apply ASC 606 to a portfolio of contracts with similar characteristics as we reasonably expect that the effects on the financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts within that portfolio. Disaggregated Revenue . Refer to Note 18 Business Segments for disaggregated revenue by product line and geography. Contract Balances . Contract balances are determined on a contract by contract basis. Contract assets represent revenue recognized for goods and services provided to our customers when payment is conditioned on something other than the passage of time. Similarly, when we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, we record a contract liability. Such contract liabilities typically result from billings in excess of costs incurred and advance payments received on product sales. |
Concentration of credit risk | Concentration of credit risk Trade accounts receivable are financial instruments which potentially subject the Company to credit risk. Trade accounts receivable consist of uncollateralized receivables from domestic and international customers. For the years ended December 31, 2020 and 2019, no one customer accounted for 10% or more of the total revenue or 10% or more of the total accounts receivable balance at the end of the respective period. |
Stock based compensation | Stock based compensation We measure all stock based compensation awards at fair value on the date they are granted to employees and directors, and recognize compensation cost over the requisite service period for awards with only a service condition, and over a graded vesting period for awards with service and performance or market conditions. The fair value of stock based compensation awards with market conditions is measured using a Monte Carlo Simulation model and, in accordance with Accounting Standards Codification Topic 718, is not adjusted based on actual achievement of the performance goals. The Black-Scholes option pricing model is used to measure the fair value of options. Forfeitures are accounted for as they occur. |
Income taxes | Income taxes We follow the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based upon temporary differences between the carrying amounts and tax bases of our assets and liabilities at the balance sheet date, and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period in which the change occurs. We record a valuation allowance in each reporting period when management believes that it is more likely than not that any deferred tax asset created will not be realized. See Note 11 Income Taxes for more information on valuation allowances recognized. |
Non-U.S. local currency translation | Non-U.S. local currency translation We have global operations and the majority of our non-U.S. operations have designated the local currency as the functional currency. Realized and unrealized gains and losses resulting from re-measurements of monetary assets and liabilities denominated in a currency other than the local entity’s functional currency are included in the consolidated statements of comprehensive loss as incurred. Financial statements of our foreign operations where the functional currency is not the U.S. dollar are translated into U.S. dollars using the current rate method whereby assets and liabilities are translated at the balance sheet rate and income and expenses are translated at the average exchange rates in effect during the period. The resultant translation adjustments are reported as a component of accumulated other comprehensive loss within stockholders’ equity in our consolidated balance sheets. |
Fair value | Fair value The carrying amounts for financial instruments classified as current assets and current liabilities approximate fair value, due to the short maturity of such instruments. The book values of other financial instruments, such as our debt related to the Credit Facility, approximates fair value because interest rates charged are similar to other financial instruments with similar terms and maturities and the rates vary in accordance with a market index. For the financial assets and liabilities disclosed at fair value, fair value is determined as the exit price, or the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The established fair value hierarchy divides fair value measurement into three broad levels: • Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; • Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3 - inputs are unobservable for the asset or liability, which reflect the best judgment of management. |
Recent accounting pronouncements | Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), which we adopt 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 our consolidated financial statements upon adoption. Accounting Standards Adopted in 2020 Financial Instruments—Credit Losses. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326), which introduced an expected credit loss methodology for the impairment of financial assets measured at amortized cost basis. It requires an entity to estimate credit losses expected over the life of an exposure based on historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. We adopted this new standard as of January 1, 2020. The adoption of this standard resulted in a noncash cumulative effect adjustment to increase our allowance for doubtful accounts and increase our retained deficit by $1.4 million. The new standard did not materially affect our consolidated statements of comprehensive loss for the year ended December 31, 2020. Accounting for Implementation Costs Related to a Cloud Computing Arrangement . In August 2018, the FASB issued ASU No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This new guidance aligns the requirements for capitalizing implementation costs incurred by an entity related to a cloud computing arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Accordingly, this guidance requires an entity to capitalize certain implementation costs incurred and then amortize them over the term of the cloud hosting arrangement. Furthermore, this guidance also requires an entity to present the expense, cash flows, and capitalized implementation costs in the same financial statement line items as the associated hosting service. We adopted this new standard as of January 1, 2020. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements. Fair Value Measurement Disclosure . In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirement for Fair Value Measurement. This new guidance eliminated, modified and added certain disclosure requirements related to fair value measurements. We adopted this new standard as of January 1, 2020. This new standard did not have a material impact on our condensed consolidated financial statements. Subsidiary Guarantees. In March 2020, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees, in Rule 3-10 of Regulation S-X. The amended rule focuses on providing material, relevant and decision-useful information regarding guarantees and other credit enhancements, while eliminating certain prescriptive requirements. We adopted these amendments in 2020. Accordingly, combined summarized financial information has been presented only for the issuers and guarantors of our registered securities. In addition, the previous disclosures have been removed from the Notes to Condensed Consolidated Financial Statements and the new required disclosures are included in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Accounting Standards Issued But Not Yet Adopted Income Tax. In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740) - Disclosure Framework - Simplifying the Accounting for Income Taxes, which simplified the accounting for income taxes by removing certain exceptions to the general principles of Topic 740 and clarifying and amending existing guidance. This guidance will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. We are currently evaluating the impact of this new guidance. However, we currently expect that the adoption of this guidance will not have a material impact on our consolidated financial statements. Convertible Debt. In August 2020, the FASB issued ASU No. 2020-06 Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This update reduces the number of accounting models for convertible debt instruments resulting in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital. In addition, this update also makes targeted changes to the disclosures for convertible instruments and earnings-per-share guidance. This guidance may be adopted through either a modified retrospective or fully retrospective method of transition and will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, and must be adopted as of the beginning of the Company's fiscal year. We are currently evaluating the impact of this new guidance. However, we currently expect that the adoption of this guidance will not have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The change in amounts of the allowance for doubtful accounts during the two year period ended December 31, 2020 is as follows (in thousands): Period ended Balance at beginning of period Charged to expense Deductions or other Balance at end of period December 31, 2019 7,432 3,152 (1,536) 9,048 December 31, 2020 9,048 1,127 (958) 9,217 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Changes in Contract Assets and Contract Liabilities | The following table reflects the changes in our contract assets and contract liabilities balances for the year ended December 31, 2020: December 31, 2020 December 31, 2019 Increase / (Decrease) $ % Accrued revenue $ 1,687 $ 1,260 Costs and estimated profits in excess of billings 8,516 4,104 Contract assets $ 10,203 $ 5,364 $ 4,839 90 % Deferred revenue $ 7,863 $ 4,877 Billings in excess of costs and profits recognized 1,817 5,911 Contract liabilities $ 9,680 $ 10,788 $ (1,108) (10) % |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The Company’s significant components of inventory at December 31, 2020 and 2019 were as follows (in thousands): December 31, December 31, Raw materials and parts $ 151,531 $ 172,083 Work in process 15,946 29,972 Finished goods 229,212 278,660 Gross inventories 396,689 480,715 Inventory reserve (144,942) (66,075) Inventories $ 251,747 $ 414,640 |
Schedule of Inventory Reserve | The change in the amounts of the inventory reserve during the two year period ended December 31, 2020 is as follows (in thousands): Period ended Balance at beginning of period Charged to expense Deductions or other Balance at end of period December 31, 2019 75,587 10,324 (19,836) $ 66,075 December 31, 2020 66,075 100,794 (21,927) $ 144,942 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consists of the following (in thousands): Estimated useful lives December 31, 2020 2019 Land $ 8,476 $ 9,870 Buildings and leasehold improvements 5-30 93,645 103,383 Computer equipment 3-5 44,607 55,941 Machinery & equipment 5-10 148,019 166,123 Furniture & fixtures 3-10 6,275 6,731 Vehicles 3-5 3,835 5,382 Right of use assets - finance leases 2-6 3,823 2,528 Construction in progress 968 3,663 309,648 353,621 Less: accumulated depreciation (196,293) (199,210) Property and equipment, net 113,355 154,411 Rental equipment 3-10 3,830 3,779 Less: accumulated depreciation (3,517) (3,354) Rental equipment, net 313 425 Total property and equipment, net $ 113,668 $ 154,836 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | At December 31, 2020 and 2019, intangible assets consisted of the following, respectively (in thousands): December 31, 2020 Gross carrying Accumulated Net intangibles Amortization Customer relationships $ 272,470 $ (121,294) $ 151,176 10 - 15 Patents and technology 89,626 (24,440) 65,186 5 - 19 Non-compete agreements 190 (137) 53 2 - 6 Trade names 42,984 (22,941) 20,043 7 - 19 Trademark 5,089 (1,103) 3,986 15 Intangible Assets Total $ 410,359 $ (169,915) $ 240,444 December 31, 2019 Gross carrying Accumulated Net intangibles Amortization Customer relationships $ 281,052 $ (110,410) $ 170,642 10 - 15 Patents and technology 92,498 (20,819) 71,679 5 - 19 Non-compete agreements 190 (100) 90 2 - 6 Trade names 43,284 (21,015) 22,269 7 - 19 Distributor relationships 22,160 (18,866) 3,294 15 - 22 Trademark 5,089 (763) 4,326 15 Intangible Assets Total $ 444,273 $ (171,973) $ 272,300 |
Schedule of Future Amortization Expense | The estimated future amortization expense for the next five years is as follows (in thousands): Year ending December 31, Amount 2021 $ 25,533 2022 24,647 2023 24,035 2024 22,658 2025 21,412 |
Impairments of Goodwill and L_2
Impairments of Goodwill and Long Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Impairment of Long-Lived Assets | Following is a summary of impairment charges recognized (in thousands) in our Drilling & Downhole (“D&D”), Completions (“C”), Production (“P”), and Corporate (“Corp”) segments: Twelve Months Ended December 31, 2020 Twelve Months Ended December 31, 2019 Impairments of: D&D C P Corp Total D&D C P Total Goodwill (1) $ — $ — $ — $ — $ — $ 191,485 $ 260,238 $ 19,287 $ 471,010 Intangible assets (1) 5,257 — — — 5,257 — 48,241 5,230 53,471 Property and equipment (1) 1,069 9,608 4,460 — 15,137 5,200 2,655 — 7,855 Operating lease right of use assets (2) 5,366 6,140 2,366 1,498 15,370 1,525 684 155 2,364 Total impairments $ 11,692 $ 15,748 $ 6,826 $ 1,498 $ 35,764 $ 198,210 $ 311,818 $ 24,672 $ 534,700 (1) These charges are included in Impairments of goodwill, intangible assets, property and equipment in the condensed consolidated statements of comprehensive loss. (2) For the years ended December 31, 2020 and 2019, $10.8 million and $1.3 million, respectively, of these charges are included in Cost of sales, while $4.5 million and $1.1 million, respectively, are included in Selling, general and administrative expenses |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Notes payable and lines of credit as of December 31, 2020 and 2019 consisted of the following (in thousands): December 31, December 31, 2021 Notes $ — $ 400,000 2025 Notes 316,863 — Unamortized debt premium (discount) (30,248) 770 Debt issuance cost (7,318) (3,232) Senior secured revolving credit facility 13,126 — Other debt 2,272 2,041 Total debt 294,695 399,579 Less: current maturities (1,322) (717) Long-term debt $ 293,373 $ 398,862 |
Schedule of Maturities of Long-term Debt | Future principal payments under long-term debt for each of the years ending December 31 are as follows (in thousands): 2021 $ 1,322 2022 14,018 2023 96 2024 20 2025 316,869 Thereafter — Total future payment $ 332,325 Add: Unamortized debt premium (30,248) Less: Debt issuance cost (7,318) Less: present value discount on finance leases $ (64) Total debt $ 294,695 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities | The following table summarizes the supplemental balance sheet information related to leases as of December 31, 2020 and 2019 (in thousands): As of Classification December 31, 2020 December 31, 2019 Assets Operating lease assets Operating lease assets $ 31,520 $ 48,682 Finance lease assets Property and equipment, net of accumulated depreciation 2,464 2,085 Total lease assets $ 33,984 $ 50,767 Liabilities Current Operating Accrued liabilities $ 11,974 $ 12,538 Finance Current portion of long-term debt 1,322 717 Noncurrent Operating Operating lease liabilities $ 44,536 49,938 Finance Long-term debt, net of current portion 950 $ 1,324 Total lease liabilities $ 58,782 $ 64,517 |
Schedule of Lease Cost, Cash Flows, Weighted Average Remaining Lease Term and Weighted Average Discount Rates | The following table summarizes the components of lease expenses for the twelve months ended December 31, 2020 (in thousands): Twelve Months Ended Lease Cost Classification 2020 2019 Operating lease cost Cost of sales and Selling, general and administrative expenses $ 8,439 $ 13,675 Finance lease cost Amortization of leased assets Selling, general and administrative expenses 932 445 Interest on lease liabilities Interest expense 155 81 Sublease income Cost of sales and Selling, general and administrative expenses (2,001) (1,635) Net lease cost $ 7,525 $ 12,566 |
Schedule of Operating Lease Liability Maturity | The maturities of lease liabilities as of December 31, 2020 are as follows (in thousands): Operating Leases Finance Leases Total 2021 $ 14,950 $ 1,322 $ 16,272 2022 13,243 892 14,135 2023 8,065 96 8,161 2024 6,683 20 6,703 2025 6,074 6 6,080 Thereafter 20,940 — 20,940 Total lease payments 69,955 2,336 72,291 Less: present value discount (13,445) (64) (13,509) Present value of lease liabilities $ 56,510 $ 2,272 $ 58,782 |
Schedule of Finance Lease Liability Maturity | The maturities of lease liabilities as of December 31, 2020 are as follows (in thousands): Operating Leases Finance Leases Total 2021 $ 14,950 $ 1,322 $ 16,272 2022 13,243 892 14,135 2023 8,065 96 8,161 2024 6,683 20 6,703 2025 6,074 6 6,080 Thereafter 20,940 — 20,940 Total lease payments 69,955 2,336 72,291 Less: present value discount (13,445) (64) (13,509) Present value of lease liabilities $ 56,510 $ 2,272 $ 58,782 |
Schedule of Lease Cost, Cash Flows, Weighted Average Remaining Lease Term and Weighted Average Discount Rates | The following table summarizes the weighted-average remaining lease term and weighted average discount rates related to leases as of December 31, 2020: Lease Term and Discount Rate December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years) Operating leases 6.6 years 6.8 years Financing leases 1.8 years 2.8 years Weighted-average discount rate Operating leases 6.58 % 6.58 % Financing leases 6.58 % 6.58 % |
Schedule of Lease Cost, Cash Flows, Weighted Average Remaining Lease Term and Weighted Average Discount Rates | The following table summarizes the supplemental cash flow information related to leases as of December 31, 2020: Twelve Months Ended 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,038 $ 12,679 Operating cash flows from finance leases 80 81 Financing cash flows from finance leases $ 1,179 $ 1,197 Noncash activities from adoption of ASC 842 as of January 1, 2019 Prepaid expenses and other current assets n/a $ (884) Operating lease assets n/a 54,069 Operating lease liabilities n/a 64,506 Accrued liabilities n/a (11,321) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of loss before income taxes for the years ended December 31, 2020 and 2019 are as follows (in thousands): 2020 2019 U.S. $ (106,785) $ (532,363) Non-U.S. (2,985) (36,508) Loss before income taxes $ (109,770) $ (568,871) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax benefit for the years ended December 31, 2020 and 2019 are as follows (in thousands): 2020 2019 Current U.S. federal and state $ (17,219) $ (1,423) Non-U.S. 4,487 12,594 Total current (12,732) 11,171 Deferred U.S. federal and state 723 3,580 Non-U.S. (872) (16,565) Total deferred (149) (12,985) Income tax benefit $ (12,881) $ (1,814) |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between the actual provision for income taxes and that computed by applying the U.S. statutory rate to loss before income taxes are outlined below (in thousands): 2020 2019 Income tax benefit at the statutory rate $ (23,052) (21.0) % $ (119,463) (21.0) % State taxes, net of federal tax benefit (4,190) (3.8) % (5,846) (1.0) % Non-U.S. operations 625 0.6 % (4,023) (0.7) % Domestic incentives (264) (0.2) % (633) (0.1) % Prior year federal, non-U.S. and state tax (1,827) (1.7) % 257 — % Nondeductible expenses 2,053 1.9 % 348 0.1 % Goodwill impairment — — % 27,244 4.8 % U.S. CAREs Act (15,981) (14.6) % — — % Valuation allowance 25,349 23.1 % 98,900 17.4 % Other 4,406 4.0 % 1,402 0.2 % Income tax benefit $ (12,881) (11.7) % $ (1,814) (0.3) % |
Schedule of Deferred Tax Assets and Liabilities | The primary components of deferred taxes include (in thousands): 2020 2019 Deferred tax assets Reserves and accruals $ 14,917 $ 4,590 Operating lease liabilities 3,097 14,912 Inventory 37,784 16,429 Stock awards 2,180 5,185 Net operating loss and other tax carryforwards 53,781 83,325 Goodwill and intangible assets 39,381 45,528 Fair value discount on 2025 Notes 30,564 — Other 931 1,150 Gross deferred tax assets 182,635 171,119 Valuation allowance (167,287) (152,795) Total deferred tax assets 15,348 18,324 Deferred tax liabilities Property and equipment (6,861) (7,733) Operating lease assets (6,818) (12,006) Prepaid expenses and other (3,519) (396) Total deferred tax liabilities (17,198) (20,135) Net deferred tax liabilities $ (1,850) $ (1,811) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of uncertain tax positions is as follows (in thousands): Balance at January 1, 2020 $ 14,566 Additional based on tax positions related to prior years — Additional based on tax positions related to current year 1,771 Reduction based on tax positions related to prior years (2,158) Settlement with tax authorities (469) Lapse of statute of limitations (1,328) Balance at December 31, 2020 12,382 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The reconciliation of basic and diluted earnings per share for each period presented was as follows (dollars and shares in thousands, except per share amounts): Year ended December 31, 2020 2019 Net loss attributable to common stockholders $ (96,889) $ (567,057) Basic - weighted average shares outstanding 5,577 5,505 Dilutive effect of stock options and restricted stock — — Dilutive effect of convertible 2025 Notes — — Diluted - weighted average shares outstanding 5,577 5,505 Loss per share Basic $ (17.37) $ (103.01) Diluted $ (17.37) $ (103.01) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table provides additional information related to stock options: 2020 Activity Number of shares Weighted average exercise price Remaining weighted average contractual life in years Intrinsic value Beginning balance 269 $ 247.00 2.5 $ — Forfeited/expired (174) $ 186.31 Total outstanding 95 $ 358.31 3.5 $ — Options exercisable 92 $ 359.30 3.4 $ — |
Schedule of Nonvested Restricted Stock Shares Activity | Restricted stock generally vests over a three four 2020 Activity Restricted stock (shares in thousands) Nonvested at beginning of year 10 Vested (10) Nonvested at the end of year — 2020 Activity Restricted stock units (shares in thousands) Nonvested at beginning of year 109 Granted 300 Vested (52) Forfeited (26) Nonvested at the end of year 331 |
Schedule of Stock Appreciation Rights | The following table provides additional information related to our stock appreciation rights: 2020 Activity Stock Appreciation Rights (in thousands) Nonvested at beginning of year 318 Granted — Forfeited (70) Nonvested at the end of year 248 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summary financial data by segment follows (in thousands): Year ended December 31, 2020 2019 Revenue: Drilling & Downhole $ 216,836 $ 334,829 Completions 118,685 305,089 Production 177,510 320,996 Eliminations (555) (4,381) Total revenue $ 512,476 $ 956,533 Segment operating income (loss): Drilling & Downhole $ (47,964) $ 7,343 Completions (97,304) 6,581 Production (33,418) 7,802 Corporate (30,012) (28,928) Total segment operating loss (208,698) (7,202) Impairments of goodwill, intangible assets, property and equipment 20,394 532,336 Transaction expenses 3,128 1,159 Contingent consideration benefit — (4,629) Loss (gain) on disposal of assets and other (597) 78 Operating loss $ (231,623) $ (536,146) Depreciation and amortization Drilling & Downhole $ 17,895 $ 21,433 Completions 24,831 32,780 Production 7,755 8,478 Corporate 519 550 Total depreciation and amortization $ 51,000 $ 63,241 A summary of capital expenditures by reportable segment is as follows (in thousands): Year ended December 31, Capital expenditures 2020 2019 Drilling & Downhole $ 462 $ 3,169 Completions 275 3,886 Production 287 4,041 Corporate 1,222 4,006 Total capital expenditures $ 2,246 $ 15,102 A summary of consolidated assets by reportable segment is as follows (in thousands): Year ended December 31, Assets 2020 2019 Drilling & Downhole $ 314,375 $ 407,779 Completions 356,645 496,714 Production 92,949 186,786 Corporate 125,957 68,718 Total assets $ 889,926 $ 1,159,997 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | A summary of long-lived assets by country is as follows (in thousands): Year ended December 31, Long-lived assets: 2020 2019 United States $ 332,554 $ 397,219 Europe 42,424 54,519 Canada 17,796 32,703 Asia-Pacific 836 1,707 Middle East 4,877 5,653 Latin America 1,248 2,279 Total long-lived assets $ 399,735 $ 494,080 The following table presents our revenues disaggregated by geography based on shipping destination (in thousands): Year ended December 31, 2020 2019 Revenue: $ % $ % United States $ 323,322 63.2 % $ 670,205 70.1 % Canada 30,492 5.9 % 62,651 6.5 % Europe & Africa 37,438 7.3 % 71,527 7.5 % Middle East 43,192 8.4 % 62,169 6.5 % Asia-Pacific 48,067 9.4 % 59,517 6.2 % Latin America 29,965 5.8 % 30,464 3.2 % Total Revenue $ 512,476 100.0 % $ 956,533 100.0 % |
Revenue from External Customers by Products and Services | The following table presents our revenues disaggregated by product line (in thousands): Year ended December 31, 2020 2019 Revenue: $ % $ % Drilling Technologies $ 97,232 19.1 % $ 157,648 16.6 % Downhole Technologies 64,083 12.5 % 116,104 12.1 % Subsea Technologies 55,521 10.8 % 61,077 6.4 % Stimulation and Intervention 56,460 11.0 % 162,025 16.9 % Coiled Tubing 62,225 12.1 % 143,064 15.0 % Production Equipment 65,763 12.8 % 122,654 12.8 % Valve Solutions 111,747 21.8 % 198,342 20.7 % Eliminations (555) (0.1) % (4,381) (0.5) % Total revenue $ 512,476 100.0 % $ 956,533 100.0 % |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following tables summarize the Company’s results by quarter for the years ended December 31, 2020 and 2019. The quarterly results may not be comparable due to dispositions in 2020 and 2019. Refer to Note 4 Dispositions for further information. 2020 (in thousands, except per share information) Q1 Q2 Q3 Q4 Revenues $ 182,632 $ 113,275 $ 103,606 $ 112,963 Cost of sales (1) 160,542 100,373 90,496 172,086 Gross profit 22,090 12,902 13,110 (59,123) Total operating expenses (2) 77,497 47,924 50,157 45,024 Operating loss (55,407) (35,022) (37,047) (104,147) Total other income, net (3) (3,913) (29,104) (16,513) (72,323) Loss before income taxes (51,494) (5,918) (20,534) (31,824) Income tax expense (benefit) (14,350) (424) 1,017 876 Net loss (37,144) (5,494) (21,551) (32,700) Weighted average shares outstanding Basic 5,559 5,580 5,580 5,588 Diluted 5,559 5,580 5,580 5,588 Loss per share Basic $ (6.68) $ (0.98) $ (3.86) $ (5.85) Diluted $ (6.68) $ (0.98) $ (3.86) $ (5.85) (1) Q1 includes $11.6 million of inventory write-downs and $8.6 million of lease impairments. Q4 includes $81.1 million of inventory write-downs. (2) Q1 includes $17.3 million of impairments of property and equipment and intangible assets. Q3 includes $3.0 million of impairments of property and equipment. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. (3) Q1 and Q2 include gains on extinguishment of debt of $7.5 million and $36.3 million, respectively, related to the repurchase of 2021 Notes at a discount. Q3 includes a $28.7 million gain on extinguishment of debt related to the exchange of 2021 Notes for new 2025 Notes. See Note 9 Debt for further information related to these gains. Q4 includes an $88.4 million gain related to the sale of certain assets of our ABZ and Quadrant brands of valve products. See Note 4 Dispositions for further information related to this gain. 2019 (in thousands, except per share information) Q1 Q2 Q3 Q4 Revenues $ 271,842 $ 245,648 $ 239,266 $ 199,777 Cost of sales 201,744 182,460 176,632 150,845 Gross profit 70,098 63,188 62,634 48,932 Total operating expenses (1) 64,952 63,022 595,954 56,752 Earnings (loss) from equity investment (849) 570 (39) — Operating income (loss) 4,297 736 (533,359) (7,820) Total other expense, net (2) 10,458 6,077 2,999 13,191 Loss before income taxes (6,161) (5,341) (536,358) (21,011) Income tax expense (benefit) 1,727 8,393 (3,371) (8,563) Net loss (7,888) (13,734) (532,987) (12,448) Weighted average shares outstanding Basic 5,482 5,499 5,515 5,523 Diluted 5,482 5,499 5,515 5,523 Loss per share Basic $ (1.44) $ (2.50) $ (96.64) $ (2.25) Diluted $ (1.44) $ (2.50) $ (96.64) $ (2.25) (1) Q1 includes a $4.6 million contingent consideration benefit related to reducing the estimated fair value of the contingent cash liability associated with the fourth quarter 2018 acquisition of Global Heat Transfer LLC. Q3 includes $471.0 million of goodwill impairments, $53.5 million of intangible asset impairments and $7.9 million of property and equipment impairments. See Note 8 Impairments of Goodwill and Long Lived Assets for further information related to these charges. (2) Q3 includes a $1.6 million gain realized on the sale of our previously held equity investment in Ashtead. Q4 includes a $2.3 million gain on the sale of certain assets of our Cooper Alloy ® brand of valve products. See Note 4 Dispositions |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2020USD ($)reporting_unit | Dec. 31, 2019USD ($) | Sep. 03, 2019 | Dec. 31, 2018USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||
Inventory write downs | $ 81,100 | $ 11,600 | $ 100,794 | $ 10,324 | ||||
Impairment charges | $ 3,000 | 17,300 | 15,100 | 7,900 | ||||
Impairments of operating lease assets | $ 8,600 | $ 15,370 | 2,364 | |||||
Number of reporting units | reporting_unit | 7 | |||||||
Impairment | $ 471,000 | |||||||
Impairment of intangible assets | $ 5,300 | 53,500 | ||||||
Percent of revenue from goods and services transferred at point in time | 93.00% | |||||||
Percent of revenue from goods and services transferred over time | 7.00% | |||||||
Adjustment for adoption of ASU | 406,236 | $ 406,236 | 486,039 | |||||
Retained earnings (accumulated deficit) | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Adjustment for adoption of ASU | $ (601,656) | $ (601,656) | $ (503,369) | $ 63,688 | ||||
Minimum | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Estimated useful life, property and equipment | 3 years | |||||||
Remaining lease term | 1 year | 1 year | ||||||
Estimated useful life, intangible assets | 2 years | |||||||
Minimum | Rental equipment | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Estimated useful life, property and equipment | 3 years | |||||||
Maximum | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Estimated useful life, property and equipment | 30 years | |||||||
Remaining lease term | 13 years | 13 years | ||||||
Estimated useful life, intangible assets | 22 years | |||||||
Maximum | Rental equipment | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Estimated useful life, property and equipment | 10 years | |||||||
Accounting Standards Update 2016-13 | Retained earnings (accumulated deficit) | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Adjustment for adoption of ASU | $ (1,400) | $ (1,400) | ||||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Ashtead Technology | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Equity interest received in sale of business | 40.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Allowance for doubtful accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 9,048 | $ 7,432 |
Charged to expense | 1,127 | 3,152 |
Deductions or other | (958) | (1,536) |
Balance at end of period | $ 9,217 | $ 9,048 |
Revenues (Schedule of Changes i
Revenues (Schedule of Changes in Contract Asset and Contract Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Contract with Customer, Asset, after Allowance for Credit Loss [Abstract] | ||
Accrued revenue | $ 1,687 | $ 1,260 |
Costs and estimated profits in excess of billings | 8,516 | 4,104 |
Contract assets | 10,203 | 5,364 |
Increase in contract with customer assets | $ 4,839 | |
Increase in contract with customer assets, percent | 90.00% | |
Contract with Customer, Liability [Abstract] | ||
Deferred revenue | $ 7,863 | 4,877 |
Billings in excess of costs and profits recognized | 1,817 | 5,911 |
Contract liabilities | 9,680 | $ 10,788 |
Decrease in contract with customer liabilities | $ (1,108) | |
Decrease in contract with customer liabilities, percent | (10.00%) |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Increase in contract with customer assets | $ 4,839 |
Decrease in contract with customer liabilities | (1,108) |
Revenue recognized | $ 9,300 |
Acquisitions & Dispositions (Na
Acquisitions & Dispositions (Narrative) (Details) $ in Thousands, £ in Millions | Dec. 04, 2019USD ($) | Sep. 03, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 03, 2019GBP (£) | Jan. 03, 2018GBP (£) |
Business Acquisition [Line Items] | |||||||
Gain on disposition of business | $ (88,375) | $ (2,348) | |||||
Assets | $ 1,159,997 | 889,926 | $ 1,159,997 | ||||
Gain on disposition of business | $ 2,300 | ||||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | |||||||
Business Acquisition [Line Items] | |||||||
Consideration for disposal group | $ 47,700 | ||||||
Gain on disposition of business | 39,300 | ||||||
Note receivable received as consideration in sale of business | £ | £ 6.9 | £ 3 | |||||
Gain realized on previously held equity investment | $ 1,600 | ||||||
ABZ and Quadrant Valves | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | |||||||
Business Acquisition [Line Items] | |||||||
Consideration for disposal group | 104,600 | ||||||
Assets | 15,000 | ||||||
Accrued liabilities | $ 1,200 | ||||||
Cooper Alloy | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | |||||||
Business Acquisition [Line Items] | |||||||
Consideration for disposal group | $ 4,000 | ||||||
Gain on disposition of business | $ 2,300 | ||||||
Ashtead Technology | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | |||||||
Business Acquisition [Line Items] | |||||||
Equity interest received in sale of business | 40.00% | 40.00% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | |||
Raw materials and parts | $ 151,531 | $ 172,083 | |
Work in process | 15,946 | 29,972 | |
Finished goods | 229,212 | 278,660 | |
Gross inventories | 396,689 | 480,715 | |
Inventory reserve | (144,942) | (66,075) | $ (75,587) |
Inventories | $ 251,747 | $ 414,640 |
Inventories (Inventory reserve)
Inventories (Inventory reserve) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Valuation Reserves Increase (Decrease) [Roll Forward] | ||||
Balance at beginning of period | $ 66,075 | $ 66,075 | $ 75,587 | |
Charged to expense | $ 81,100 | $ 11,600 | 100,794 | 10,324 |
Deductions or other | (21,927) | (19,836) | ||
Balance at end of period | $ 144,942 | $ 144,942 | $ 66,075 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||||
Inventory write downs | $ 81,100 | $ 11,600 | $ 100,794 | $ 10,324 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment, Net [Abstract] | ||||
Property, plant and equipment, gross | $ 309,648 | $ 353,621 | ||
Right of use assets - finance leases | 3,823 | 2,528 | ||
Less: accumulated depreciation | (196,293) | (199,210) | ||
Property and equipment, net | 113,355 | 154,411 | ||
Total property and equipment, net | 113,668 | 154,836 | ||
Depreciation expense | 24,484 | 30,629 | ||
Impairment charges | $ 3,000 | $ 17,300 | $ 15,100 | 7,900 |
Minimum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 3 years | |||
Maximum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 30 years | |||
Land | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Property, plant and equipment, gross | $ 8,476 | 9,870 | ||
Buildings and leasehold improvements | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Property, plant and equipment, gross | $ 93,645 | 103,383 | ||
Buildings and leasehold improvements | Minimum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 5 years | |||
Buildings and leasehold improvements | Maximum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 30 years | |||
Computer equipment | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Property, plant and equipment, gross | $ 44,607 | 55,941 | ||
Computer equipment | Minimum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 3 years | |||
Computer equipment | Maximum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 5 years | |||
Machinery & equipment | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Property, plant and equipment, gross | $ 148,019 | 166,123 | ||
Machinery & equipment | Minimum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 5 years | |||
Machinery & equipment | Maximum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 10 years | |||
Furniture & fixtures | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Property, plant and equipment, gross | $ 6,275 | 6,731 | ||
Furniture & fixtures | Minimum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 3 years | |||
Furniture & fixtures | Maximum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 10 years | |||
Vehicles | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Property, plant and equipment, gross | $ 3,835 | 5,382 | ||
Vehicles | Minimum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 3 years | |||
Vehicles | Maximum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 5 years | |||
Construction in progress | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Property, plant and equipment, gross | $ 968 | 3,663 | ||
Right of use assets - finance leases | Minimum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 2 years | |||
Right of use assets - finance leases | Maximum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 6 years | |||
Rental equipment | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Property, plant and equipment, gross | $ 3,830 | 3,779 | ||
Less: accumulated depreciation | (3,517) | (3,354) | ||
Rental equipment, net | $ 313 | $ 425 | ||
Rental equipment | Minimum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 3 years | |||
Rental equipment | Maximum | ||||
Property, Plant and Equipment, Net [Abstract] | ||||
Estimated useful life, property and equipment | 10 years |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment of intangible assets | $ 5,300 | $ 53,500 | |
Amortization of intangible assets | $ 26,516 | $ 32,612 |
Intangible Assets (Finite-Lived
Intangible Assets (Finite-Lived and Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (169,915) | $ (171,973) |
Intangible Assets Total, Gross carrying amount | 410,359 | 444,273 |
Intangible Assets Total, Net amortizable intangibles | 240,444 | 272,300 |
Customer relationships | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 272,470 | 281,052 |
Accumulated amortization | (121,294) | (110,410) |
Net amortizable intangibles | 151,176 | 170,642 |
Patents and technology | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 89,626 | 92,498 |
Accumulated amortization | (24,440) | (20,819) |
Net amortizable intangibles | 65,186 | 71,679 |
Non-compete agreements | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 190 | 190 |
Accumulated amortization | (137) | (100) |
Net amortizable intangibles | 53 | 90 |
Trade names | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 42,984 | 43,284 |
Accumulated amortization | (22,941) | (21,015) |
Net amortizable intangibles | 20,043 | 22,269 |
Distribution Rights [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 22,160 | |
Accumulated amortization | (18,866) | |
Net amortizable intangibles | 3,294 | |
Trademark | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 5,089 | 5,089 |
Accumulated amortization | (1,103) | (763) |
Net amortizable intangibles | $ 3,986 | $ 4,326 |
Maximum | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 22 years | |
Maximum | Customer relationships | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 15 years | 15 years |
Maximum | Patents and technology | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 19 years | 19 years |
Maximum | Non-compete agreements | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 6 years | 6 years |
Maximum | Trade names | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 19 years | 19 years |
Maximum | Distribution Rights [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 22 years | |
Minimum | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 2 years | |
Minimum | Customer relationships | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 10 years | 10 years |
Minimum | Patents and technology | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 5 years | 5 years |
Minimum | Non-compete agreements | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 2 years | 2 years |
Minimum | Trade names | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 7 years | 7 years |
Minimum | Distribution Rights [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 15 years | |
Minimum | Trademark | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, intangible assets | 15 years | 15 years |
Intangible Assets (Schedule of
Intangible Assets (Schedule of Amortization Expense) (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Estimated future amortization expense | |
2021 | $ 25,533 |
2022 | 24,647 |
2023 | 24,035 |
2024 | 22,658 |
2025 | $ 21,412 |
Impairments of Goodwill and L_3
Impairments of Goodwill and Long Lived Assets - Schedule of Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairments of operating lease assets | $ 8,600 | $ 15,370 | $ 2,364 |
Goodwill | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 0 | 471,010 | |
Property and equipment | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 5,257 | 53,471 | |
Intangible assets | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 15,137 | 7,855 | |
Operating lease right of use assets | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 15,370 | 2,364 | |
Operating Segments | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 35,764 | 534,700 | |
Drilling & Downhole | Operating Segments | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 11,692 | 198,210 | |
Drilling & Downhole | Operating Segments | Goodwill | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 0 | 191,485 | |
Drilling & Downhole | Operating Segments | Property and equipment | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 5,257 | 0 | |
Drilling & Downhole | Operating Segments | Intangible assets | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 1,069 | 5,200 | |
Drilling & Downhole | Operating Segments | Operating lease right of use assets | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 5,366 | 1,525 | |
Completions | Operating Segments | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 15,748 | 311,818 | |
Completions | Operating Segments | Goodwill | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 0 | 260,238 | |
Completions | Operating Segments | Property and equipment | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 0 | 48,241 | |
Completions | Operating Segments | Intangible assets | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 9,608 | 2,655 | |
Completions | Operating Segments | Operating lease right of use assets | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 6,140 | 684 | |
Production | Operating Segments | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 6,826 | 24,672 | |
Production | Operating Segments | Goodwill | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 0 | 19,287 | |
Production | Operating Segments | Property and equipment | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 0 | 5,230 | |
Production | Operating Segments | Intangible assets | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 4,460 | 0 | |
Production | Operating Segments | Operating lease right of use assets | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 2,366 | 155 | |
Corporate Segment | Operating Segments | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 1,498 | ||
Corporate Segment | Operating Segments | Goodwill | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 0 | ||
Corporate Segment | Operating Segments | Property and equipment | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 0 | ||
Corporate Segment | Operating Segments | Intangible assets | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 0 | ||
Corporate Segment | Operating Segments | Operating lease right of use assets | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Asset impairment charges | 1,498 | ||
Cost of Sales | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairments of operating lease assets | 10,800 | 1,300 | |
Selling, General and Administrative Expenses | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairments of operating lease assets | $ 4,500 | $ 1,100 |
Impairments of Goodwill and L_4
Impairments of Goodwill and Long Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairments of operating lease assets | $ 8,600 | $ 15,370 | $ 2,364 |
Cost of Sales | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairments of operating lease assets | 10,800 | 1,300 | |
Selling, General and Administrative Expenses | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairments of operating lease assets | $ 4,500 | $ 1,100 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 04, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 294,695 | $ 399,579 | ||
Unamortized debt premium (discount) | (30,248) | 770 | ||
Less: Debt issuance cost | (7,318) | (3,232) | ||
Less: current maturities | (1,322) | (717) | ||
Long-term debt | 293,373 | 398,862 | ||
2021 Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 0 | $ 12,600 | 400,000 | |
2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 316,863 | $ 282,600 | 0 | |
Unamortized debt premium (discount) | 32,900 | |||
Long-term debt | $ 314,800 | |||
Other debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 2,272 | 2,041 | ||
2017 Credit Facility | Senior secured revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 13,126 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Aug. 04, 2020USD ($)d$ / sharesshares | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 30, 2013USD ($) | Oct. 31, 2013USD ($) |
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 294,695,000 | $ 294,695,000 | $ 399,579,000 | |||||||
Gain on extinguishment of debt | $ 28,700,000 | $ 36,300,000 | $ 7,500,000 | 72,478,000 | 0 | |||||
Unamortized debt premium (discount) | 30,248,000 | 30,248,000 | (770,000) | |||||||
Long-term debt | 293,373,000 | 293,373,000 | 398,862,000 | |||||||
Bond exchange early participation payment | 3,500,000 | 0 | ||||||||
Repayments of debt | 169,196,000 | 256,900,000 | ||||||||
Debt instrument, carrying value | 294,695,000 | 294,695,000 | ||||||||
Amortization of deferred loan costs | 1,800,000 | 1,900,000 | ||||||||
Senior unsecured notes due October 2021 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | 0 | 12,600,000 | 0 | 400,000,000 | ||||||
Debt, face amount | $ 100,000,000 | $ 300,000,000 | ||||||||
Debt instrument, stated interest rate | 6.25% | |||||||||
Debt instrument, issuance price of par, percentage | 103.25% | |||||||||
Debt repurchased face amount | 71,900,000 | $ 71,900,000 | ||||||||
Debt repurchase amount | $ 27,700,000 | 27,700,000 | ||||||||
Gain on extinguishment of debt | $ 43,800,000 | |||||||||
Deferred costs capitalized | 9,700,000 | 9,700,000 | ||||||||
Deferred loan costs written off | $ 2,000,000 | |||||||||
2025 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 282,600,000 | 316,863,000 | 316,863,000 | 0 | ||||||
Debt, face amount | 315,500,000 | 150,000,000 | 150,000,000 | |||||||
Gain on extinguishment of debt | $ 28,700,000 | |||||||||
Debt conversion, interest rate of debt | 9.00% | |||||||||
Unamortized debt premium (discount) | $ (32,900,000) | |||||||||
Long-term debt | $ 314,800,000 | |||||||||
Debt conversion, percent payable in cash | 6.25% | |||||||||
Debt conversion, percent payable in cash or additional notes | 2.75% | |||||||||
Repayments of debt | 1,400,000 | |||||||||
Debt conversion shares amount | shares | 37.0370 | |||||||||
Debt conversion amount | $ 1,000 | |||||||||
Conversion price (in usd per share) | $ / shares | $ 27 | |||||||||
Threshold trading days | d | 20 | |||||||||
Trading period conversion price (in dollars per share) | $ / shares | $ 30 | |||||||||
Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, carrying value | $ 13,100,000 | $ 13,100,000 | 0 | |||||||
Percentage of borrowing base | 50.00% | 50.00% | ||||||||
Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 250,000,000 | 300,000,000 | ||||||||
Deferred loan costs written off | $ 300,000 | |||||||||
Credit Facility | Foreign Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 45,000,000 | $ 45,000,000 | ||||||||
Credit Facility | Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 25,000,000 | 25,000,000 | ||||||||
Credit Facility | Letter of Credit | Canadian Subsidiaries | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 3,000,000 | 3,000,000 | ||||||||
80% of Borrowing Base | Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Current borrowing capacity | 130,000,000 | 130,000,000 | ||||||||
Current borrowing capacity quarterly reduction | $ 500,000 | $ 500,000 | ||||||||
Borrowing base percentage | 80.00% | |||||||||
2017 Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, weighted average interest rate (percentage) | 2.65% | 2.65% | ||||||||
Unused capacity, commitment fee percentage | 0.375% | |||||||||
2017 Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Commitment fee percentage | 0.50% | |||||||||
2017 Credit Facility | Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 13,126,000 | $ 13,126,000 | $ 0 | |||||||
Current borrowing capacity | 139,200,000 | 139,200,000 | ||||||||
Debt instrument, carrying value | 13,100,000 | 13,100,000 | ||||||||
2017 Credit Facility | Credit Facility | Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding letters of credit | 15,600,000 | 15,600,000 | ||||||||
Remaining borrowing capacity | 110,500,000 | 110,500,000 | ||||||||
12.5% of Borrowing Base | Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 31,300,000 | $ 31,300,000 | ||||||||
Percentage of borrowing base | 12.50% | 12.50% | ||||||||
Interest Rate Floor | Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.75% | |||||||||
LIBOR | Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.50% | |||||||||
LIBOR | 2017 Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Base Rate | Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.50% | |||||||||
Federal Funds Rate | 2017 Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.50% | |||||||||
CDOR Rate | 2017 Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Minimum | Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Springing fixed charge coverage ratio | 1 | |||||||||
Fixed charge coverage ratio consecutive days threshold | 60 days |
Debt (Schedule of Future Paymen
Debt (Schedule of Future Payments) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 1,322 | |
2022 | 14,018 | |
2023 | 96 | |
2024 | 20 | |
2025 | 316,869 | |
Thereafter | 0 | |
Total future payment | 332,325 | |
Add: Unamortized debt premium | (30,248) | |
Less: Debt issuance cost | (7,318) | $ (3,232) |
Less: present value discount on finance leases | (64) | |
Total debt | $ 294,695 |
Leases - Schedule of Lease Asse
Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Operating lease assets | $ 31,520 | $ 48,682 |
Finance lease assets | 2,464 | 2,085 |
Total lease assets | 33,984 | 50,767 |
Current | ||
Operating | 11,974 | 12,538 |
Finance | 1,322 | 717 |
Noncurrent | ||
Operating | 44,536 | 49,938 |
Finance | 950 | 1,324 |
Total lease liabilities | $ 58,782 | $ 64,517 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesCurrent | us-gaap:AccruedLiabilitiesCurrent |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligations | us-gaap:LongTermDebtAndCapitalLeaseObligations |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 8,439 | $ 13,675 |
Finance lease cost | ||
Amortization of leased assets | 932 | 445 |
Interest on lease liabilities | 155 | 81 |
Sublease income | (2,001) | (1,635) |
Net lease cost | $ 7,525 | $ 12,566 |
Leases - Schedule of Lease Liab
Leases - Schedule of Lease Liability Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 14,950 | |
2022 | 13,243 | |
2023 | 8,065 | |
2024 | 6,683 | |
2025 | 6,074 | |
Thereafter | 20,940 | |
Total lease payments | 69,955 | |
Less: present value discount | (13,445) | |
Present value of lease liabilities | 56,510 | |
Finance Leases | ||
2021 | 1,322 | |
2022 | 892 | |
2023 | 96 | |
2024 | 20 | |
2025 | 6 | |
Thereafter | 0 | |
Total lease payments | 2,336 | |
Less: present value discount | (64) | |
Present value of lease liabilities | 2,272 | |
Total | ||
2021 | 16,272 | |
2022 | 14,135 | |
2023 | 8,161 | |
2024 | 6,703 | |
2025 | 6,080 | |
Thereafter | 20,940 | |
Total lease payments | 72,291 | |
Less: present value discount | (13,509) | |
Present value of lease liabilities | $ 58,782 | $ 64,517 |
Leases - Schedule of Remaining
Leases - Schedule of Remaining Lease Term and Discount Rates (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Weighted-average remaining lease term (years) | ||
Operating leases | 6 years 7 months 6 days | 6 years 9 months 18 days |
Financing leases | 1 year 9 months 18 days | 2 years 9 months 18 days |
Weighted-average discount rate | ||
Operating leases | 6.58% | 6.58% |
Financing leases | 6.58% | 6.58% |
Leases - Schedule of Lease Cash
Leases - Schedule of Lease Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 11,038 | $ 12,679 |
Operating cash flows from finance leases | 80 | 81 |
Financing cash flows from finance leases | 1,179 | 1,197 |
Noncash activities from adoption of ASC 842 as of January 1, 2019 | ||
Prepaid expenses and other current assets | $ (17,794) | (621) |
Accounting Standards Update 2016-02 | ||
Noncash activities from adoption of ASC 842 as of January 1, 2019 | ||
Prepaid expenses and other current assets | (884) | |
Operating lease assets | 54,069 | |
Operating lease liabilities | 64,506 | |
Accrued liabilities | $ (11,321) |
Income Taxes (Schedule of Incom
Income Taxes (Schedule of Income before Income Tax, Domestic and Foreign) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||||||||
U.S. | $ (106,785) | $ (532,363) | ||||||||
Non-U.S. | (2,985) | (36,508) | ||||||||
Loss before income taxes | $ (31,824) | $ (20,534) | $ (5,918) | $ (51,494) | $ (21,011) | $ (536,358) | $ (5,341) | $ (6,161) | $ (109,770) | $ (568,871) |
Income Taxes (Schedule of Compo
Income Taxes (Schedule of Components of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | ||||||||||
U.S. federal and state | $ (17,219) | $ (1,423) | ||||||||
Non-U.S. | 4,487 | 12,594 | ||||||||
Total current | (12,732) | 11,171 | ||||||||
Deferred | ||||||||||
U.S. federal and state | 723 | 3,580 | ||||||||
Non-U.S. | (872) | (16,565) | ||||||||
Total deferred | (149) | (12,985) | ||||||||
Income tax benefit | $ 876 | $ 1,017 | $ (424) | $ (14,350) | $ (8,563) | $ (3,371) | $ 8,393 | $ 1,727 | $ (12,881) | $ (1,814) |
Income Taxes (Income Tax Rate R
Income Taxes (Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||||||||||
Income tax benefit at the statutory rate | $ (23,052) | $ (119,463) | ||||||||
State taxes, net of federal tax benefit | (4,190) | (5,846) | ||||||||
Non-U.S. operations | 625 | (4,023) | ||||||||
Domestic incentives | (264) | (633) | ||||||||
Prior year federal, non-U.S. and state tax | (1,827) | 257 | ||||||||
Nondeductible expenses | 2,053 | 348 | ||||||||
Goodwill impairment | 0 | 27,244 | ||||||||
U.S. CAREs Act | (15,981) | 0 | ||||||||
Valuation allowance | 25,349 | 98,900 | ||||||||
Other | 4,406 | 1,402 | ||||||||
Income tax benefit | $ 876 | $ 1,017 | $ (424) | $ (14,350) | $ (8,563) | $ (3,371) | $ 8,393 | $ 1,727 | $ (12,881) | $ (1,814) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||||||
Income tax benefit at the statutory rate | (21.00%) | (21.00%) | ||||||||
State taxes, net of federal tax benefit | (3.80%) | (1.00%) | ||||||||
Non-U.S. operations | 0.60% | (0.70%) | ||||||||
Domestic incentives | (0.20%) | (0.10%) | ||||||||
Prior year federal, non-U.S. and state tax | (1.70%) | 0.00% | ||||||||
Nondeductible expenses | 1.90% | 0.10% | ||||||||
Goodwill impairment | 0.00% | 4.80% | ||||||||
U.S. CAREs Act | (14.60%) | 0.00% | ||||||||
Valuation allowance | 23.10% | 17.40% | ||||||||
Other | 4.00% | 0.20% | ||||||||
Income tax benefit | (11.70%) | (0.30%) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss and Tax Credit Carryforwards [Line Items] | ||||||||||
Effective income tax rate | 11.70% | 0.30% | ||||||||
Income tax benefit | $ 876 | $ 1,017 | $ (424) | $ (14,350) | $ (8,563) | $ (3,371) | $ 8,393 | $ 1,727 | $ (12,881) | $ (1,814) |
Domestic operating loss carryforwards | 128,000 | 128,000 | ||||||||
State operating loss carryforwards | 7,500 | 7,500 | ||||||||
Operating loss carryforward subject to expiration | 92,400 | 92,400 | ||||||||
Operating loss carryforwards not subject to expiration | 43,100 | 43,100 | ||||||||
Foreign operating loss carryforwards | 170,500 | 170,500 | ||||||||
Valuation allowance | 25,349 | 98,900 | ||||||||
Unrecognized tax benefits | 12,382 | 14,566 | 12,382 | 14,566 | ||||||
Decrease in unrecognized tax benefits is reasonably possible | 6,100 | 6,100 | ||||||||
Unrecognized tax benefits that would impact effective tax rate | 12,400 | 12,400 | ||||||||
Accrued interest and penalties | $ 1,400 | $ 1,200 | 1,400 | 1,200 | ||||||
U.S. Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) | ||||||||||
Operating Loss and Tax Credit Carryforwards [Line Items] | ||||||||||
Income tax benefit | $ 16,000 | |||||||||
Non-US | ||||||||||
Operating Loss and Tax Credit Carryforwards [Line Items] | ||||||||||
Valuation allowance | 4,200 | |||||||||
U.S. | ||||||||||
Operating Loss and Tax Credit Carryforwards [Line Items] | ||||||||||
Valuation allowance | $ 21,100 |
Income Taxes (Deferred Taxes) (
Income Taxes (Deferred Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Reserves and accruals | $ 14,917 | $ 4,590 |
Operating lease liabilities | 3,097 | 14,912 |
Inventory | 37,784 | 16,429 |
Stock awards | 2,180 | 5,185 |
Net operating loss and other tax carryforwards | 53,781 | 83,325 |
Goodwill and intangible assets | 39,381 | 45,528 |
Fair value discount on 2025 Notes | 30,564 | 0 |
Other | 931 | 1,150 |
Total deferred tax assets | 182,635 | 171,119 |
Valuation allowance | (167,287) | (152,795) |
Total deferred tax assets | 15,348 | 18,324 |
Deferred tax liabilities | ||
Property and equipment | (6,861) | (7,733) |
Operating lease assets | (6,818) | (12,006) |
Prepaid expenses and other | (3,519) | (396) |
Total deferred tax liabilities | (17,198) | (20,135) |
Net deferred tax liabilities | $ (1,850) | $ (1,811) |
Income Taxes (Uncertain Tax Pos
Income Taxes (Uncertain Tax Positions) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Beginning Balance | $ 14,566 |
Additional based on tax positions related to prior years | 0 |
Additional based on tax positions related to current year | 1,771 |
Reduction based on tax positions related to prior years | (2,158) |
Settlement with tax authorities | (469) |
Lapse of statute of limitations | (1,328) |
Ending Balance | $ 12,382 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Debt instrument, carrying value | $ 294,695,000 | |
Senior secured revolving credit facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Debt instrument, carrying value | 13,100,000 | $ 0 |
Senior unsecured notes due October 2021 | Significant other observable inputs (Level 2) | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Debt instrument, carrying value | 279,300,000 | 397,500,000 |
Debt instrument, fair value | $ 200,300,000 | $ 354,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 12 Months Ended | 24 Months Ended | 60 Months Ended | 120 Months Ended | |||||
Oct. 31, 2017patent | Jan. 31, 2011insurer | Dec. 31, 2020USD ($)casedefendant | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2020USD ($)case | Dec. 31, 2020USD ($)case | Dec. 31, 2020USD ($)case | |
Loss Contingencies [Line Items] | ||||||||||
Amount of letters of credit | $ 15,600,000 | $ 15,600,000 | $ 15,600,000 | $ 15,600,000 | ||||||
Asbestos Litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of defendants | defendant | 40 | |||||||||
Tenaris Litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Loss contingency, patents allegedly infringed, number | patent | 3 | |||||||||
Asbestos Litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Annual out-of-pocket costs (less than) | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | |||||
New claims filed each year (fewer than) | case | 25 | |||||||||
Pending lawsuits (fewer than) | case | 150 | 150 | 150 | 150 | ||||||
Face amount of insurance coverage per occurrence (over) | $ 17,000,000 | $ 17,000,000 | $ 17,000,000 | $ 17,000,000 | ||||||
Aggregate primary insurance coverage (over) | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | ||||||
Face amount of excess coverage (over) | $ 950,000,000 | 950,000,000 | $ 950,000,000 | 950,000,000 | ||||||
Number of primary insurers under settlement agreement | insurer | 7 | |||||||||
Percentage of costs of handling and settling each claim covered by insurance | 80.00% | |||||||||
Insurers | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Payments for legal settlements | $ 40,000 | $ 2,000,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||||||||||
Net loss attributable to common stockholders | $ (32,700) | $ (21,551) | $ (5,494) | $ (37,144) | $ (12,448) | $ (532,987) | $ (13,734) | $ (7,888) | $ (96,889) | $ (567,057) |
Basic - weighted average shares outstanding (in shares) | 5,588 | 5,580 | 5,580 | 5,559 | 5,523 | 5,515 | 5,499 | 5,482 | 5,577 | 5,505 |
Dilutive effect of stock options and restricted stock (in shares) | 0 | 0 | ||||||||
Dilutive effect of convertible 2025 Notes (in shares) | 0 | 0 | ||||||||
Diluted - weighted average shares outstanding (in shares) | 5,588 | 5,580 | 5,580 | 5,559 | 5,523 | 5,515 | 5,499 | 5,482 | 5,577 | 5,505 |
Loss per share | ||||||||||
Basic (in dollars per share) | $ (5.85) | $ (3.86) | $ (0.98) | $ (6.68) | $ (2.25) | $ (96.64) | $ (2.50) | $ (1.44) | $ (17.37) | $ (103.01) |
Diluted (in dollars per share) | $ (5.85) | $ (3.86) | $ (0.98) | $ (6.68) | $ (2.25) | $ (96.64) | $ (2.50) | $ (1.44) | $ (17.37) | $ (103.01) |
Stockholders' Equity and Empl_2
Stockholders' Equity and Employee Benefit Plans (Employee Benefit Plans) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity and Employee Benefit Plans Disclosure [Abstract] | ||
Employee contribution benefit plan expense | $ 2.3 | $ 5.8 |
Allowable purchase interval duration | 6 months | |
Price per share to fair market value | 85.00% |
Stockholders' Equity and Empl_3
Stockholders' Equity and Employee Benefit Plans (Reverse Stock Split) (Details) | 1 Months Ended | |||
Oct. 31, 2020$ / sharesshares | Dec. 31, 2020$ / sharesshares | Oct. 30, 2020shares | Dec. 31, 2019$ / sharesshares | |
Stockholders' Equity and Employee Benefit Plans Disclosure [Abstract] | ||||
Stock split, conversion ratio | 0.05 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | shares | 14,800,000 | 14,800,000 | 296,000,000 | 14,800,000 |
Stock Based Compensation (Narra
Stock Based Compensation (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 31, 2020 | May 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | May 17, 2016 | Aug. 31, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 925,000 | |||||
Stock based compensation expense | $ 9,800,000 | $ 15,800,000 | ||||
Total compensation cost not yet recognized | $ 8,900,000 | |||||
Total compensation cost not yet recognized, period for recognition | 1 year | |||||
Intrinsic value of options exercised | $ 0 | 0 | ||||
Intrinsic value, options outstanding | $ 0 | $ 0 | ||||
Number of shares, granted (in shares) | 0 | 0 | ||||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Option term | 10 years | |||||
Award vesting period | 4 years | |||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 0 | |||||
Weighted average grant date fair value (in dollars per share) | $ 131.80 | |||||
Fair value of shares vested | $ 1,500,000 | $ 1,500,000 | ||||
Vested in period (in shares) | 10,000 | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 300,000 | |||||
Weighted average grant date fair value (in dollars per share) | $ 12.83 | $ 130.80 | ||||
Fair value of shares vested | $ 10,300,000 | $ 11,800,000 | ||||
Vested in period (in shares) | 52,000 | |||||
Restricted Stock Units (RSUs) | Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested in period (in shares) | 113,000 | |||||
Restricted Stock Units (RSUs) | Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested in period (in shares) | 163,000 | |||||
Vested in period, market price per share | $ 14.20 | |||||
Trading days | 20 days | |||||
Restricted Stock Units (RSUs) | Tranche Thee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested in period (in shares) | 24,000 | |||||
Vested in period, market price per share | $ 30 | |||||
Trading days | 20 days | |||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Award requisite service period | 3 years | |||||
Stock Appreciation Rights | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 0 | |||||
Fair value of the stock appreciation rights (in dollars per share) | $ 3.86 | |||||
Stock option exercise price higher (in dollars per share) | 100 | |||||
Right exercise price (in dollars per share) | $ 29 | |||||
Minimum | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Minimum | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares for award settlement (in shares) | 0 | |||||
Maximum | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Maximum | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Maximum | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares for award settlement (in shares) | 3 | |||||
2016 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 285,000 | |||||
Number of share additional (in shares) | 60,000 | 145,000 | ||||
Number of shares available for grant (in shares) | 218,000 |
Stock Based Compensation (Stock
Stock Based Compensation (Stock Option Activity) (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of shares [Roll Forward] | ||
Number of shares, beginning balance (in shares) | 269 | |
Number of shares, forfeited/expired (in shares) | (174) | |
Number of shares, ending balance (in shares) | 95 | 269 |
Number of shares, options exercisable (in shares) | 92 | |
Weighted average exercise price [Roll Forward] | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ 247 | |
Weighted average exercise price, forfeited/expired (in dollars per share) | 186.31 | |
Weighted average exercise price, ending balance (in dollars per share) | 358.31 | $ 247 |
Weighted average exercise price, options exercisable (in dollars per share) | $ 359.30 | |
Remaining weighted average contractual life, outstanding | 3 years 6 months | 2 years 6 months |
Remaining weighted average contractual life, exercisable | 3 years 4 months 24 days | |
Intrinsic value, options outstanding | $ 0 | $ 0 |
Intrinsic value, options exercisable | $ 0 | $ 0 |
Stock Based Compensation (Restr
Stock Based Compensation (Restricted Stock) (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested at beginning of year (in shares) | 10,000 |
Granted (in shares) | 0 |
Vested (in shares) | (10,000) |
Nonvested at the end of year (in shares) | 0 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested at beginning of year (in shares) | 109,000 |
Granted (in shares) | 300,000 |
Vested (in shares) | (52,000) |
Forfeited (in shares) | (26,000) |
Nonvested at the end of year (in shares) | 331,000 |
Stock Based Compensation (Sto_2
Stock Based Compensation (Stock Appreciation Rights) (Details) - Stock Appreciation Rights shares in Thousands | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested at beginning of year (in shares) | 318 |
Granted (in shares) | 0 |
Forfeited (in shares) | (70) |
Nonvested at the end of year (in shares) | 248 |
Fair value of the stock appreciation rights (in dollars per share) | $ / shares | $ 3.86 |
Stock option exercise price higher (in dollars per share) | $ / shares | 100 |
Right exercise price (in dollars per share) | $ / shares | $ 29 |
Business Segments (Narrative) (
Business Segments (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2020segments | |
Segment Reporting [Abstract] | |
Number of reportable segments (in segments) | 3 |
Business Segments (Income State
Business Segments (Income Statement by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||||||||||
Revenues | $ 112,963 | $ 103,606 | $ 113,275 | $ 182,632 | $ 199,777 | $ 239,266 | $ 245,648 | $ 271,842 | $ 512,476 | $ 956,533 |
Operating income (loss) | $ (104,147) | $ (37,047) | $ (35,022) | $ (55,407) | $ (7,820) | $ (533,359) | $ 736 | $ 4,297 | (231,623) | (536,146) |
Transaction expenses | 3,128 | 1,159 | ||||||||
Contingent consideration benefit | 0 | (4,629) | ||||||||
Loss (gain) on disposal of assets and other | (597) | 78 | ||||||||
Depreciation and amortization | 51,000 | 63,241 | ||||||||
Capital expenditures | 2,246 | 15,102 | ||||||||
Operating Segments | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Operating income (loss) | (208,698) | (7,202) | ||||||||
Impairments of goodwill, intangible assets, property and equipment | 35,764 | 534,700 | ||||||||
Operating Segments | Drilling & Downhole | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 216,836 | 334,829 | ||||||||
Operating income (loss) | (47,964) | 7,343 | ||||||||
Impairments of goodwill, intangible assets, property and equipment | 11,692 | 198,210 | ||||||||
Depreciation and amortization | 17,895 | 21,433 | ||||||||
Capital expenditures | 462 | 3,169 | ||||||||
Operating Segments | Completions | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 118,685 | 305,089 | ||||||||
Operating income (loss) | (97,304) | 6,581 | ||||||||
Impairments of goodwill, intangible assets, property and equipment | 15,748 | 311,818 | ||||||||
Depreciation and amortization | 24,831 | 32,780 | ||||||||
Capital expenditures | 275 | 3,886 | ||||||||
Operating Segments | Production | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 177,510 | 320,996 | ||||||||
Operating income (loss) | (33,418) | 7,802 | ||||||||
Impairments of goodwill, intangible assets, property and equipment | 6,826 | 24,672 | ||||||||
Depreciation and amortization | 7,755 | 8,478 | ||||||||
Capital expenditures | 287 | 4,041 | ||||||||
Intersegment Eliminations | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | (555) | (4,381) | ||||||||
Corporate | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Operating income (loss) | (30,012) | (28,928) | ||||||||
Depreciation and amortization | 519 | 550 | ||||||||
Capital expenditures | $ 1,222 | $ 4,006 |
Business Segments (Assets by Se
Business Segments (Assets by Segment) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Assets | $ 889,926 | $ 1,159,997 |
Operating Segments | Drilling & Downhole | ||
Segment Reporting Information [Line Items] | ||
Assets | 314,375 | 407,779 |
Operating Segments | Completions | ||
Segment Reporting Information [Line Items] | ||
Assets | 356,645 | 496,714 |
Operating Segments | Production | ||
Segment Reporting Information [Line Items] | ||
Assets | 92,949 | 186,786 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 125,957 | $ 68,718 |
Business Segments (Long-lived A
Business Segments (Long-lived Assets by Geographic Location) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 399,735 | $ 494,080 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 332,554 | 397,219 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 42,424 | 54,519 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 17,796 | 32,703 |
Asia-Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 836 | 1,707 |
Middle East | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 4,877 | 5,653 |
Latin America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 1,248 | $ 2,279 |
Business Segments (Revenue by S
Business Segments (Revenue by Shipping Location) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | $ 112,963 | $ 103,606 | $ 113,275 | $ 182,632 | $ 199,777 | $ 239,266 | $ 245,648 | $ 271,842 | $ 512,476 | $ 956,533 |
Percentage of net sales | 100.00% | 100.00% | ||||||||
Sales | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | $ 512,476 | $ 956,533 | ||||||||
Percentage of net sales | 100.00% | 100.00% | ||||||||
Sales | United States | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | $ 323,322 | $ 670,205 | ||||||||
Percentage of net sales | 63.20% | 70.10% | ||||||||
Sales | Canada | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | $ 30,492 | $ 62,651 | ||||||||
Percentage of net sales | 5.90% | 6.50% | ||||||||
Sales | Europe & Africa | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | $ 37,438 | $ 71,527 | ||||||||
Percentage of net sales | 7.30% | 7.50% | ||||||||
Sales | Middle East | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | $ 43,192 | $ 62,169 | ||||||||
Percentage of net sales | 8.40% | 6.50% | ||||||||
Sales | Asia-Pacific | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | $ 48,067 | $ 59,517 | ||||||||
Percentage of net sales | 9.40% | 6.20% | ||||||||
Sales | Latin America | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | $ 29,965 | $ 30,464 | ||||||||
Percentage of net sales | 5.80% | 3.20% |
Business Segments (Revenue by P
Business Segments (Revenue by Product Lines) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from External Customer [Line Items] | ||||||||||
Revenues | $ 112,963 | $ 103,606 | $ 113,275 | $ 182,632 | $ 199,777 | $ 239,266 | $ 245,648 | $ 271,842 | $ 512,476 | $ 956,533 |
Percentage of net sales | 100.00% | 100.00% | ||||||||
Sales | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Revenues | $ 512,476 | $ 956,533 | ||||||||
Percentage of net sales | 100.00% | 100.00% | ||||||||
Operating Segments | Sales | Drilling Technologies | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Revenues | $ 97,232 | $ 157,648 | ||||||||
Percentage of net sales | 19.10% | 16.60% | ||||||||
Operating Segments | Sales | Downhole Technologies | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Revenues | $ 64,083 | $ 116,104 | ||||||||
Percentage of net sales | 12.50% | 12.10% | ||||||||
Operating Segments | Sales | Subsea Technologies | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Revenues | $ 55,521 | $ 61,077 | ||||||||
Percentage of net sales | 10.80% | 6.40% | ||||||||
Operating Segments | Sales | Stimulation and Intervention | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Revenues | $ 56,460 | $ 162,025 | ||||||||
Percentage of net sales | 11.00% | 16.90% | ||||||||
Operating Segments | Sales | Coiled Tubing | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Revenues | $ 62,225 | $ 143,064 | ||||||||
Percentage of net sales | 12.10% | 15.00% | ||||||||
Operating Segments | Sales | Production Equipment | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Revenues | $ 65,763 | $ 122,654 | ||||||||
Percentage of net sales | 12.80% | 12.80% | ||||||||
Operating Segments | Sales | Valve Solutions | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Revenues | $ 111,747 | $ 198,342 | ||||||||
Percentage of net sales | 21.80% | 20.70% | ||||||||
Eliminations | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Revenues | $ (555) | $ (4,381) | ||||||||
Eliminations | Sales | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Revenues | $ (555) | $ (4,381) | ||||||||
Percentage of net sales | (0.10%) | (0.50%) |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Revenues | $ 112,963 | $ 103,606 | $ 113,275 | $ 182,632 | $ 199,777 | $ 239,266 | $ 245,648 | $ 271,842 | $ 512,476 | $ 956,533 |
Cost of sales | 172,086 | 90,496 | 100,373 | 160,542 | 150,845 | 176,632 | 182,460 | 201,744 | 523,497 | 711,681 |
Gross profit | (59,123) | 13,110 | 12,902 | 22,090 | 48,932 | 62,634 | 63,188 | 70,098 | (11,021) | 244,852 |
Total operating expenses | 45,024 | 50,157 | 47,924 | 77,497 | 56,752 | 595,954 | 63,022 | 64,952 | 220,602 | 780,680 |
Earnings (loss) from equity investment | 0 | (39) | 570 | (849) | 0 | (318) | ||||
Operating income (loss) | (104,147) | (37,047) | (35,022) | (55,407) | (7,820) | (533,359) | 736 | 4,297 | (231,623) | (536,146) |
Total other expense (income), net | (72,323) | (16,513) | (29,104) | (3,913) | 13,191 | 2,999 | 6,077 | 10,458 | (121,853) | 32,725 |
Loss before income taxes | (31,824) | (20,534) | (5,918) | (51,494) | (21,011) | (536,358) | (5,341) | (6,161) | (109,770) | (568,871) |
Income tax benefit | 876 | 1,017 | (424) | (14,350) | (8,563) | (3,371) | 8,393 | 1,727 | (12,881) | (1,814) |
Net loss | $ (32,700) | $ (21,551) | $ (5,494) | $ (37,144) | $ (12,448) | $ (532,987) | $ (13,734) | $ (7,888) | $ (96,889) | $ (567,057) |
Weighted average shares outstanding | ||||||||||
Basic (in shares) | 5,588 | 5,580 | 5,580 | 5,559 | 5,523 | 5,515 | 5,499 | 5,482 | 5,577 | 5,505 |
Diluted (in shares) | 5,588 | 5,580 | 5,580 | 5,559 | 5,523 | 5,515 | 5,499 | 5,482 | 5,577 | 5,505 |
Loss per share | ||||||||||
Basic (in dollars per share) | $ (5.85) | $ (3.86) | $ (0.98) | $ (6.68) | $ (2.25) | $ (96.64) | $ (2.50) | $ (1.44) | $ (17.37) | $ (103.01) |
Diluted (in dollars per share) | $ (5.85) | $ (3.86) | $ (0.98) | $ (6.68) | $ (2.25) | $ (96.64) | $ (2.50) | $ (1.44) | $ (17.37) | $ (103.01) |
Inventory write downs | $ 81,100 | $ 11,600 | $ 100,794 | $ 10,324 | ||||||
Impairments of operating lease assets | 8,600 | 15,370 | 2,364 | |||||||
Impairment charges | $ 3,000 | 17,300 | 15,100 | 7,900 | ||||||
Gain on extinguishment of debt | 28,700 | $ 36,300 | $ 7,500 | 72,478 | 0 | |||||
Gain on disposition of business | (88,375) | (2,348) | ||||||||
Impairment | $ 471,000 | |||||||||
Impairment of intangible assets | $ 5,300 | 53,500 | ||||||||
Gain realized on previously held equity investment | $ (1,600) | $ 0 | $ (1,567) | |||||||
Gain on sale of assets | $ (2,300) | |||||||||
Contingent consideration benefit | $ (4,600) |