Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | (281) | |
Local Phone Number | 949-2500 | |
Title of 12(b) Security | Common stock | |
Trading Symbol | FET | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,283,670 | |
Entity Central Index Key | 0001401257 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 202,392 | $ 188,957 |
Cost of sales | 138,633 | 136,855 |
Gross profit | 63,759 | 52,102 |
Operating expenses | ||
Selling, general and administrative expenses | 54,666 | 45,511 |
Transaction expenses | 5,921 | 0 |
Gain on disposal of assets and other | (28) | (260) |
Total operating expenses | 60,559 | 45,251 |
Operating income | 3,200 | 6,851 |
Other expense | ||
Interest expense | 8,760 | 4,549 |
Foreign exchange and other losses, net | 1,227 | 2,972 |
Total other expense | 9,987 | 7,521 |
Loss before income taxes | (6,787) | (670) |
Income tax expense | 3,528 | 2,816 |
Net loss | $ (10,315) | $ (3,486) |
Weighted average shares outstanding | ||
Basic (in shares) | 12,201 | 10,179 |
Diluted (in shares) | 12,201 | 10,179 |
Loss per share | ||
Basic (in USD per share) | $ (0.85) | $ (0.34) |
Diluted (in USD per share) | $ (0.85) | $ (0.34) |
Other comprehensive income (loss), net of tax of $0: | ||
Net loss | $ (10,315) | $ (3,486) |
Change in foreign currency translation | (804) | 4,158 |
Gain (loss) on pension liability | (15) | 15 |
Comprehensive income (loss) | $ (11,134) | $ 687 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Other comprehensive income (loss), tax | $ 0 | $ 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 48,488 | $ 46,165 |
Accounts receivable—trade, net of allowances of $9,983 and $10,850 | 161,978 | 146,747 |
Inventories, net | 303,003 | 299,639 |
Prepaid expenses and other current assets | 20,893 | 21,887 |
Costs and estimated profits in excess of billings | 10,488 | 13,365 |
Accrued revenue | 1,935 | 1,801 |
Total current assets | 546,785 | 529,604 |
Property and equipment, net of accumulated depreciation | 87,660 | 61,401 |
Operating lease assets | 54,818 | 55,399 |
Deferred financing costs, net | 2,585 | 1,159 |
Intangible assets, net | 261,405 | 167,970 |
Goodwill | 63,202 | 0 |
Deferred income taxes, net | 130 | 368 |
Other long-term assets | 4,804 | 5,160 |
Total assets | 1,021,389 | 821,061 |
Current liabilities | ||
Current portion of long-term debt | 5,150 | 1,186 |
Accounts payable—trade | 108,254 | 125,918 |
Accrued liabilities | 64,937 | 62,463 |
Deferred revenue | 10,276 | 10,551 |
Billings in excess of costs and profits recognized | 4,480 | 4,221 |
Total current liabilities | 193,097 | 204,339 |
Long-term debt, net of current portion | 282,302 | 129,567 |
Deferred income taxes, net | 28,183 | 940 |
Operating lease liabilities | 59,898 | 61,450 |
Other long-term liabilities | 11,707 | 12,132 |
Total liabilities | 575,187 | 408,428 |
Commitments and contingencies | ||
Equity | ||
Common stock, $0.01 par value, 14,800,000 shares authorized, 12,992,570 and 10,901,878 shares issued | 130 | 109 |
Additional paid-in capital | 1,413,970 | 1,369,288 |
Treasury stock at cost, 708,900 and 708,900 shares | (142,057) | (142,057) |
Retained deficit | (709,786) | (699,471) |
Accumulated other comprehensive loss | (116,055) | (115,236) |
Total equity | 446,202 | 412,633 |
Total liabilities and equity | $ 1,021,389 | $ 821,061 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable allowance | $ 9,983 | $ 10,850 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 14,800,000 | 14,800,000 |
Common stock, shares issued (in shares) | 12,992,570 | 10,901,878 |
Treasury stock, common shares (in shares) | 708,900 | 708,900 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (10,315) | $ (3,486) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation expense | 4,072 | 2,570 |
Amortization of intangible assets | 9,766 | 6,016 |
Inventory write down | 534 | 892 |
Stock-based compensation expense | 1,573 | 841 |
Deferred income taxes | (1,002) | 421 |
Noncash losses and other, net | 1,299 | 1,398 |
Changes in operating assets and liabilities | ||
Accounts receivable—trade | 8,783 | (10,047) |
Inventories | 8,577 | (18,123) |
Prepaid expenses and other assets | 2,694 | 1,037 |
Cost and estimated profit in excess of billings | 2,822 | 769 |
Accounts payable, deferred revenue and other accrued liabilities | (24,071) | (5,527) |
Billings in excess of costs and estimated profits earned | 291 | 111 |
Net cash provided by (used in) operating activities | 5,023 | (23,128) |
Cash flows from investing activities | ||
Capital expenditures for property and equipment | (2,910) | (1,083) |
Proceeds from sale of property and equipment | 177 | 264 |
Payments related to business acquisition, net of cash acquired | 150,086 | 0 |
Net cash used in investing activities | (152,819) | (819) |
Cash flows from financing activities | ||
Borrowings on Credit Facility | 245,167 | 119,426 |
Repayments on Credit Facility | (148,696) | (94,426) |
Proceeds from issuance of Seller Term Loan | 59,677 | 0 |
Payment of capital lease obligations | (147) | (273) |
Deferred financing costs | (3,070) | 0 |
Repurchases of stock | 0 | (3,497) |
Payment of withheld taxes on stock-based compensation plans | (1,090) | (1,873) |
Net cash provided by financing activities | 151,841 | 19,357 |
Effect of exchange rate changes on cash | (1,722) | 325 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 2,323 | (4,265) |
Cash, cash equivalents and restricted cash at beginning of period | 46,165 | 51,029 |
Cash, cash equivalents and restricted cash at end of period | 48,488 | 46,764 |
Noncash activities | ||
Operating lease right of use assets obtained in exchange for lease obligations | 2,775 | 1,835 |
Finance lease right of use assets obtained in exchange for lease obligations | 750 | 926 |
Stock issuance related to business acquisition | 44,220 | 0 |
Conversion of debt to common stock | $ 0 | $ 113,650 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Treasury stock | Retained deficit | Accumulated other comprehensive income / (loss) |
Balance at beginning of period at Dec. 31, 2022 | $ 307,035 | $ 62 | $ 1,253,613 | $ (138,560) | $ (680,595) | $ (127,485) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 841 | 841 | ||||
Restricted stock issuance, net of forfeitures | (1,873) | 1 | (1,874) | |||
Conversion of debt to common stock | 113,650 | 46 | 113,604 | |||
Stock issuance related to business acquisition | 0 | |||||
Treasury stock | (3,497) | (3,497) | ||||
Currency translation adjustment | 4,158 | 4,158 | ||||
Change in pension liability | 15 | 15 | ||||
Net loss | (3,486) | (3,486) | ||||
Balance at end of period at Mar. 31, 2023 | 416,843 | 109 | 1,366,184 | (142,057) | (684,081) | (123,312) |
Balance at beginning of period at Dec. 31, 2023 | 412,633 | 109 | 1,369,288 | (142,057) | (699,471) | (115,236) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 1,573 | 1,573 | ||||
Restricted stock issuance, net of forfeitures | (1,090) | 1 | (1,091) | |||
Stock issuance related to business acquisition | 44,220 | 20 | 44,200 | |||
Currency translation adjustment | (804) | (804) | ||||
Change in pension liability | (15) | (15) | ||||
Net loss | (10,315) | (10,315) | ||||
Balance at end of period at Mar. 31, 2024 | $ 446,202 | $ 130 | $ 1,413,970 | $ (142,057) | $ (709,786) | $ (116,055) |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Forum Energy Technologies, Inc. (the “Company,” “FET,” “we,” “our,” or “us”), a Delaware corporation, is a global manufacturing company serving the oil, natural gas, industrial and renewable energy industries. With headquarters located in Houston, Texas, FET provides value added solutions that increase the safety and efficiency of energy exploration and production. Basis of Presentation The Company's accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions have been eliminated in consolidation. In management's opinion, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations and cash flows have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any other interim period. These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023, which are included in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on March 5, 2024. Change of Segment In the first quarter 2024, following the Variperm Holdings Ltd. ("Variperm") acquisition, we aligned our reportable segments with business activity drivers, our customer base, and the manner in which we review and evaluate operating performance. FET now operates in the following two reportable segments: (1) Drilling and Completions and (2) Artificial Lift and Downhole. Refer to Note 10 Business Segments for the product lines making up each segment. Our historical results of operations were recast retrospectively to reflect these changes in accordance with U.S. GAAP. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB"), which the Company adopts as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's consolidated financial statements upon adoption. Accounting Standards Issued But Not Yet Adopted Segment Reporting (Topic 280) . In November 2023, FASB issued ASU 2023-07, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. This update is effective retrospectively for fiscal years beginning after December 15, 2023, and interim periods within fiscal years after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact it may have on our consolidated financial statements. Income Taxes (Topic 740). In December 2023, FASB issued ASU 2023-09, which improves income tax disclosures. This update is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. This update should be applied prospectively but retrospective application is permitted. The Company is in the process of evaluating the impact it may have on our consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. For a detailed discussion of our revenue recognition policies, refer to the Company’s 2023 Annual Report on Form 10-K. Disaggregated Revenue Refer to Note 10 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, the Company records a contract liability 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. Such contract liabilities typically result from billings in excess of costs incurred on construction contracts and advance payments received on product sales. The following table reflects the changes in our contract assets and contract liabilities balances for the three months ended March 31, 2024 (in thousands): March 31, 2024 December 31, 2023 Decrease $ % Accrued revenue $ 1,935 $ 1,801 Costs and estimated profits in excess of billings 10,488 13,365 Contract assets - current 12,423 15,166 Contract assets - noncurrent 1,070 1,828 Contract assets $ 13,493 $ 16,994 $ (3,501) (21) % Deferred revenue $ 10,276 $ 10,551 Billings in excess of costs and profits recognized 4,480 4,221 Contract liabilities $ 14,756 $ 14,772 $ (16) — % During the three months ended March 31, 2024, our contract assets decreased by $3.5 million and our contract liabilities decreased nominally primarily due to the timing of milestone billings for projects in our Subsea product line. The noncurrent portion of contract assets is recorded on the consolidated balance sheets as other long-term assets. During the three months ended March 31, 2024, we recognized $5.5 million of revenue that was included in the contract liabilities balance at the beginning of the period. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition On January 4, 2024, the Company and its wholly owned subsidiary acquired all of the issued and outstanding common shares of Variperm (the “Variperm Acquisition”). Variperm, headquartered in Canada, is a manufacturer of downhole technology solutions, providing sand and flow control products for heavy oil applications. Total consideration for the Variperm Acquisition includes approximately $150.0 million of cash and 2.0 million shares of the Company’s common stock determined using the market price at closing date, which was subject to customary purchase price adjustments. In connection with the closing, to fund the cash portion of the purchase price, the Company borrowed $90.0 million under its senior secured asset-based lending facility (“Credit Facility”) on January 2, 2024 and entered into a $60.0 million second lien seller term loan credit agreement (“Seller Term Loan”) on January 4, 2024. In March 2024, in connection with the finalization of working capital adjustments, the principal amount of the Seller Term Loan was reduced by $0.3 million. During the three months ended March 31, 2024, the Company recognized acquisition-related costs of $5.9 million for consulting fees and other costs expensed as transaction expenses. The acquisition of business on the statement of cash flow is presented net of the cash and cash equivalents acquired. The following table summarizes the fair value of identified assets acquired and liabilities assumed at the date of acquisition. The preliminary allocation of consideration transferred is based on management's estimates, judgments and assumptions. These estimates, judgments and assumptions are subject to change upon final valuation and should be treated as preliminary values. Management estimated that consideration paid exceeded the fair value of the net assets acquired. Therefore, goodwill of $63.9 million was recorded, most of which is not expected to be deductible for income tax purposes. The final allocation of purchase consideration could include changes in the estimated fair value of inventories; property, plant and equipment; intangible assets comprising of customer relationships, backlog and trade names; deferred income taxes; and leases. The Company has preliminarily estimated the useful lives of customer relationships, backlog and trade names as approximately eight years, two years and eight years, respectively. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of the acquisition (in thousands): Cash and cash equivalents $ 4,388 Accounts receivable—trade 24,036 Inventories 13,422 Property and equipment 26,213 Intangible assets 104,600 Prepaid expenses and other assets 3,718 Total assets acquired 176,377 Current liabilities 11,760 Long-term liabilities 29,864 Total liabilities assumed 41,624 Total identifiable net assets acquired 134,753 Goodwill 63,941 Total purchase consideration $ 198,694 The excess of the total equity value of Variperm based on the purchase consideration over net assets acquired was recorded as goodwill. The goodwill is primarily attributable to revenue synergies and assembled workforce expected to be realized from the acquisition. Intangible assets acquired as a result of the Variperm Acquisition are amortized on a straight-line basis to reflect the pattern in which the economic benefits of the intangible assets are realized. Acquired goodwill and intangibles relate to our Downhole reporting unit and Downhole asset group. The fair value for trade names were estimated using the income approach, specifically the relief-from-royalty method which estimates the cost savings that accrue to the owner of the intangible assets that would otherwise be payable as royalties or licenses fees on revenues earned through the use of the asset. The fair value of customer relationships and backlog were estimated using the multi-period excess earnings method. The excess earning method model estimates revenues and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets. The resulting cash flow, which is attributable solely to the asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate the present value. Unaudited Pro Forma Financial Information The acquired Variperm business contributed revenues and net income of $27.4 million and $4.4 million, respectively, to the Company for the period from January 4, 2024 to March 31, 2024. The following unaudited pro forma summary presents the results of operations of the Company as if the acquisition of Variperm occurred on January 1, 2023: Three Months Ended March 31, 2024 2023 Revenue $ 202,392 $ 226,700 Net income (loss) (7,148) (5,587) The amounts have been calculated after applying the Company's accounting policies and adjusting the results of Variperm to reflect additional depreciation, amortization, and other purchase accounting adjustments assuming the fair value adjustments to the property, plant and equipment and intangibles assets and other purchase accounting adjustments have been applied on January 1, 2023. The pro forma amounts do not include any potential cost savings or other expected benefits of the acquisition, and are presented for illustrative purposes only and are not necessarily indicative of results that would have been achieved if the acquisition had occurred as of January 1, 2023 or of future operating performance. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The Company's significant components of inventory at March 31, 2024 and December 31, 2023 were as follows (in thousands): March 31, 2024 December 31, 2023 Raw materials and parts $ 99,096 $ 92,563 Work in process 27,574 28,693 Finished goods 212,782 216,570 Total inventories 339,452 337,826 Less: inventory reserve (36,449) (38,187) Inventories, net $ 303,003 $ 299,639 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill from December 31, 2023 to March 31, 2024, were as follows (in thousands): Artificial Lift and Downhole Goodwill, December 31, 2023 $ — Acquisitions 63,941 Impact on non-U.S. local currency translation (739) Goodwill, March 31, 2024 $ 63,202 Goodwill is not amortized and is tested for impairment at least annually or when events and circumstances indicate that fair value may be below its carrying value. Intangible Assets Intangible assets consisted of the following as of March 31, 2024 and December 31, 2023, respectively (in thousands): March 31, 2024 Gross Carrying Amount Accumulated Amortization Net Intangibles Amortization Period (In Years) Customer relationships $ 366,577 $ (171,760) $ 194,817 10 - 35 Patents and technology 88,983 (42,533) 46,450 5 - 19 Trade names 46,677 (29,423) 17,254 7 - 19 Trademarks 5,089 (2,205) 2,884 15 Non-compete agreements 189 (189) — 5 Total intangible assets $ 507,515 $ (246,110) $ 261,405 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Intangibles Amortization Period (In Years) Customer relationships $ 267,838 $ (164,672) $ 103,166 10 - 35 Patents and technology 89,151 (41,189) 47,962 5 - 19 Trade names 42,847 (28,974) 13,873 7 - 19 Trademarks 5,089 (2,120) 2,969 15 Non-compete agreements 190 (190) — 5 Total intangible assets $ 405,115 $ (237,145) $ 167,970 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, 2024 December 31, 2023 2025 Notes $ 134,208 $ 134,208 Seller Term Loan 59,677 — Credit Facility 96,471 — Other debt 3,340 2,864 Long-term debt, principal amount 293,696 137,072 Unamortized debt discount (4,341) (5,074) Debt issuance cost (1,903) (1,245) Long-term debt, carrying value 287,452 130,753 Less: current portion (5,150) (1,186) Long-term debt, net of current portion $ 282,302 $ 129,567 2025 Notes Our 9.00% convertible secured notes due August 2025 (“2025 Notes”), of which $134.2 million principal amount was outstanding at March 31, 2024, pay interest at the rate of 9.00%, of which 6.25% is payable in cash and 2.75% is payable in cash or additional notes, at the Company’s option. 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. In January 2023, $122.8 million or 48% of the then-outstanding principal amount of the 2025 Notes mandatorily converted into approximately 4.5 million shares of common stock. Seller Term Loan On January 4, 2024, the Company entered into the Seller Term Loan in connection with the closing of the Variperm Acquisition, which had an initial principal amount of $60.0 million and matures in December 2026. In March 2024, in connection with the finalization of purchase price adjustments, the principal amount of the Seller Term Loan was reduced by $0.3 million. The Seller Term Loan bears interest at the rate of (i) 11.00% per year for the period commencing on the Closing Date to (but excluding) the first anniversary of the Closing Date, (ii) 17.00% per annum for the period commencing on the first anniversary of the Closing Date to (but excluding) the second anniversary of the Closing Date and (iii) 17.50% per annum for the period commencing on the second anniversary of the Closing Date to (but excluding) the maturity date. The Company has an option to prepay the Seller Term Loan anytime without premium or penalty. The Seller Term Loan requires the Company to maintain a fixed charge coverage ratio of at least 1.00 to 1.00 as of the last day of each fiscal quarter commencing at the time excess availability is less than the greater of (x) 12.5% of the Line Cap and (y) $31.25 million and continuing until excess availability exceeds the greater of (x) 12.5% of the Line Cap and (y) $31.25 million for 60 consecutive days. “Line Cap” has the meaning set forth in the Credit Facility. Subject to customary exceptions, all obligations under the Seller Term Loan are guaranteed, jointly and severally, by our wholly owned U.S. and Canadian subsidiaries and are secured by substantially all assets of each such entity and the Company, subject to customary exclusions pursuant to certain intercreditor arrangements. The Seller Term Loan also contains customary representations and warranties and affirmative and negative covenants, as well as customary events of default, with corresponding grace periods, including, without limitation, payment defaults, cross-defaults to other agreements evidencing indebtedness and bankruptcy-related defaults. Credit Facility Our Credit Facility, which has a maturity date , subject to certain exceptions, of September 2028, provides revolving credit commitments of $250.0 million (with a sublimit of up to $70.0 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 $50.0 million is available to certain of our Canadian subsidiaries for loans in U.S. or Canadian dollars (with a sublimit of up to $10.0 million available for the issuance of letters of credit for the account of our Canadian subsidiaries) (the “Canadian Line”). Lender commitments under the Credit Facility, subject to certain limitations, may be increased by an additional $100.0 million . 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. Our borrowing capacity under the Credit Facility could be reduced or eliminated, depending on future fluctuations in our receivables and inventory. As of March 31, 2024, our total borrowing base was $189.1 million, of which $96.5 million amount was drawn and $21.0 million was used as security for outstanding letters of credit, resulting in remaining availability of $71.6 million. Borrowings under the U.S. Line bear interest at a rate equal to, at our option, either (a) the Secured Overnight Financing Rate (“SOFR”), subject to a floor of 0.00%, plus a margin of 2.25% to 2.75%, or (b) a base rate plus a margin of 1.25% to 1.75%, in each case based upon the Company's quarterly total net leverage ratio. 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 term SOFR plus 1.00% per annum, and (iii) the “prime rate” of interest announced by Wells Fargo Bank, National Association, subject to a floor of 0.00%. Borrowings under the Canadian Line bear interest at a rate equal to, at our Canadian borrowers’ option, either (a) Canadian Overnight Repo Rate Average (“CORRA”), subject to a floor of 0.00%, plus a margin of 2.25% to 2.75%, or (b) a base rate plus a margin of 1.25% to 1.75%, in each case based upon the Company's quarterly net leverage ratio. The Canadian Line base rate is determined by reference to the greater of (i) the Floor, (ii) the one-month CORRA, and (iii) the prime rate for Canadian dollar commercial loans made in Canada as reported by Thomson Reuters, subject to a floor of 0.00%. The weighted average interest rate under the Credit Facility was approximately 8.34% and 7.96% for the three months ended March 31, 2024 and 2023, respectively. The Credit Facility also provides for a commitment fee in the amount of (a) 0.375% on the unused portion of revolving commitments if average usage of the Credit Facility is greater than 50% and (b) 0.500% on the unused portion of revolving commitments if average usage of the Credit Facility is less than or equal to 50%. If excess availability under the Credit Facility falls below the greater of 12.5% of the borrowing base and $31.25 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 threshold for 60 consecutive days. Subject to customary exceptions, all obligations under the Credit Facility are guaranteed, jointly and severally, by our wholly-owned U.S. subsidiaries and, in the case of the Canadian Line, our wholly-owned Canadian subsidiaries, and are secured by substantially all assets of each such entity and the Company, subject to customary exclusions. The Credit Facility contains various covenants that, among other things, limit our ability (none of which are absolute) to incur additional indebtedness or issue certain preferred shares, grant certain liens, make certain loans and investments, pay dividends, make distributions or make other restricted payments, enter into mergers or acquisitions unless certain conditions are satisfied, change our lines of business, prepay certain indebtedness, enter into certain affiliate transactions or engage in certain asset dispositions. If an event of default exists under the Credit Facility, the lenders will have the right to accelerate the maturity of the obligations outstanding under the Credit Facility and exercise other rights and remedies. Obligations outstanding under the Credit Facility, however, will be automatically accelerated upon an event of default arising from a bankruptcy or insolvency event. An event of default includes, among other things, nonpayment of principal, interest, fees or other amounts within certain grace periods; representations and warranties proving to be untrue in any material respect; failure to perform or otherwise comply with covenants in the Credit Facility or other loan documents, subject, in certain instances, to grace periods; cross-defaults to certain other indebtedness if such default occurs at the final maturity of such indebtedness or if the effect of such default is to cause, or permit the holders of such indebtedness to cause, the acceleration of such indebtedness; bankruptcy or insolvency events; material monetary judgment defaults; invalidity or unenforceability of the Credit Facility or any other loan document; and the occurrence of a Change of Control (as defined in the Credit Facility). Other Debt Other debt consists of various finance leases of equipment. Letters of Credit and Guarantees We execute letters of credit in the normal course of business to secure the delivery of product from specific vendors and also to guarantee our fulfillment of performance obligations relating to certain large contracts. The Company had $21.0 million and $20.3 million in total outstanding letters of credit as of March 31, 2024 and December 31, 2023, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For interim periods, our income tax expense or benefit is computed based on our estimated annual effective tax rate and any discrete items that impact the interim periods. For the three months ended March 31, 2024 and 2023, the Company recorded a tax expense of $3.5 million and $2.8 million, respectively. The estimated annual effective tax rates for all periods were impacted by losses in jurisdictions where the recording of a tax benefit is not available. Furthermore, the tax expense or benefit recorded can vary from period to period depending on the Company’s relative mix of earnings and losses by jurisdiction. Finally, the Company believes that it is reasonably possible that a decrease of approximately $1.5 million of noncurrent unrecognized tax benefits may occur by the end of 2024 as a result of a lapse of the statute of limitations. The Organization for Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries, including European Union member states, have enacted, or are expected to enact, legislation to be effective January 1, 2024 with general implementation of a global minimum tax by January 1, 2025. Based on current enacted legislation, we do not expect a material impact on our future effective tax rate. 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. In making such a determination, we consider all available positive and negative evidence, including, but not limited to, 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 and tax-planning. We believe that there is a reasonable possibility that within the next 12 months, a portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve. As of March 31, 2024, 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. As a result, we have certain valuation allowances against our deferred tax assets as of March 31, 2024. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company had $96.5 million and $59.7 million borrowings outstanding under the Credit Facility and Seller Term Loan as of March 31, 2024. The Credit Facility incurs interest at a variable interest rate, and therefore, the carrying amount approximates fair value. The Company has an option to prepay the Seller Term Loan anytime without premium or penalty, 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 our 2025 Notes is estimated using Level 2 inputs in the fair value hierarchy and is based on quoted prices for those or similar instruments. At March 31, 2024, the fair value and the carrying value of our 2025 Notes approximated $134.1 million and $128.8 million, respectively. At December 31, 2023, the fair value and the carrying value of our 2025 Notes approximated $130.9 million and $127.9 million, respectively. There were no other significant outstanding financial instruments as of March 31, 2024 and December 31, 2023 that required measuring the amounts at fair value on a recurring basis. We did not change our 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 three months ended March 31, 2024. |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments In the first quarter 2024, following the Variperm Acquisition, we aligned our reportable segments with business activity drivers, our customer base, and the manner in which we review and evaluate operating performance. FET now operates in the following two reportable segments: (1) Drilling and Completions and (2) Artificial Lift and Downhole. Our historical results of operations were recast retrospectively to reflect these changes in accordance with U.S. GAAP. The Drilling and Completions segment designs, manufactures and supplies products and solutions to the drilling, subsea, coiled tubing, well stimulation and intervention markets, including applications in oil and natural gas, renewable energy, defense and communications. The Artificial Lift and Downhole segment designs, manufactures and supplies products and solutions for the artificial lift, 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 make decisions on how to allocate resources and assess performance. We consider the Chief Operating Decision Maker to be the Chief Executive Officer. The amounts indicated below as “Corporate” relate to costs and assets not allocated to the reportable segments. Summary financial data by segment follows (in thousands): Three Months Ended March 31, 2024 2023 Revenue Drilling and Completions $ 119,071 $ 126,764 Artificial Lift and Downhole 83,342 62,207 Eliminations (21) (14) Total revenue $ 202,392 $ 188,957 Segment operating income Drilling and Completions $ 4,559 $ 4,990 Artificial Lift and Downhole 11,786 8,633 Corporate (7,252) (7,032) Segment operating income 9,093 6,591 Transaction expenses 5,921 — Gain on disposal of assets and other (28) (260) Operating income $ 3,200 $ 6,851 A summary of consolidated assets by reportable segment is as follows (in thousands): March 31, 2024 December 31, 2023 Drilling and Completions $ 593,294 $ 615,033 Artificial Lift and Downhole 413,533 178,785 Corporate 14,562 27,243 Total assets $ 1,021,389 $ 821,061 Corporate assets primarily include cash, certain prepaid assets and deferred loan costs. The following table presents our revenues disaggregated by product line (in thousands): Three Months Ended March 31, 2024 2023 Drilling $ 36,472 $ 40,307 Subsea 21,835 12,806 Stimulation and Intervention 38,560 47,310 Coiled Tubing 22,204 26,341 Downhole 52,243 23,211 Production Equipment 18,482 19,896 Valve Solutions 12,617 19,100 Eliminations (21) (14) Total revenue $ 202,392 $ 188,957 The following table presents our revenues disaggregated by geography (in thousands): Three Months Ended March 31, 2024 2023 United States $ 111,317 $ 129,186 Canada 35,639 13,668 Europe & Africa 21,602 11,672 Middle East 17,355 17,982 Asia-Pacific 10,168 7,681 Latin America 6,311 8,768 Total revenue $ 202,392 $ 188,957 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, the Company is, and in the future could be, involved in various pending or threatened legal actions, 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 March 31, 2024 and December 31, 2023, respectively, are immaterial. In the opinion of management, the Company’s ultimate liability, if any, with respect to these actions is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. For further disclosure regarding certain litigation matters, refer to Note 12 of the notes to the consolidated financial statements included in Item 8 of the Company’s 2023 Annual Report on Form 10-K filed with the SEC on March 5, 2024. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The calculation of basic and diluted earnings per share for each period presented was as follows (dollars and shares in thousands, except per share amounts): Three Months Ended March 31, 2024 2023 Net loss $ (10,315) $ (3,486) Weighted average shares outstanding - basic 12,201 10,179 Dilutive effect of stock options and restricted stock — — Weighted average shares outstanding - diluted 12,201 10,179 Loss per share Basic $ (0.85) $ (0.34) Diluted $ (0.85) $ (0.34) For the three months ended March 31, 2024 and 2023, we excluded all potentially dilutive restricted shares and stock options in calculating diluted earnings per share as the effect was anti-dilutive due to net losses incurred for these periods. Diluted earnings per share was calculated using treasury stock method for the restricted shares and stock options. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Stock-based compensation During the three months ended March 31, 2024, the Company granted 86,391 performance restricted stock units (assuming target performance) to an employee that vest based upon the Company's total shareholder return compared to the total shareholder return of a group of peer companies over three different performance periods. The performance periods run from January 1, 2024 through December 31, 2024, January 1, 2024 through December 31, 2025 and January 1, 2024 through December 31, 2026, and 1/3 of each award is allocated to each performance period. The performance restricted stock units may settle for between 0% and 200% of the target units granted. Also, the Company granted 20,000 time-based restricted stock units to employees that vest after 1 year. Liability-classified awards During the three months ended March 31, 2024, the Company granted 82,406 performance restricted stock units (assuming target performance) to employees with same terms as the performance restricted stock units above. Also, during the three months ended March 31, 2024, the Company granted 168,797 time-based restricted stock units to employees that vest ratably over three years. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company has sold and purchased inventory, services and fixed assets to and from affiliates of certain directors. The dollar amounts of these related party activities are not significant to the Company’s unaudited condensed consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (10,315) | $ (3,486) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB"), which the Company adopts as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's consolidated financial statements upon adoption. Accounting Standards Issued But Not Yet Adopted Segment Reporting (Topic 280) . In November 2023, FASB issued ASU 2023-07, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. This update is effective retrospectively for fiscal years beginning after December 15, 2023, and interim periods within fiscal years after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact it may have on our consolidated financial statements. Income Taxes (Topic 740). In December 2023, FASB issued ASU 2023-09, which improves income tax disclosures. This update is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. This update should be applied prospectively but retrospective application is permitted. The Company is in the process of evaluating the impact it may have on our consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 (in thousands): March 31, 2024 December 31, 2023 Decrease $ % Accrued revenue $ 1,935 $ 1,801 Costs and estimated profits in excess of billings 10,488 13,365 Contract assets - current 12,423 15,166 Contract assets - noncurrent 1,070 1,828 Contract assets $ 13,493 $ 16,994 $ (3,501) (21) % Deferred revenue $ 10,276 $ 10,551 Billings in excess of costs and profits recognized 4,480 4,221 Contract liabilities $ 14,756 $ 14,772 $ (16) — % |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of the acquisition (in thousands): Cash and cash equivalents $ 4,388 Accounts receivable—trade 24,036 Inventories 13,422 Property and equipment 26,213 Intangible assets 104,600 Prepaid expenses and other assets 3,718 Total assets acquired 176,377 Current liabilities 11,760 Long-term liabilities 29,864 Total liabilities assumed 41,624 Total identifiable net assets acquired 134,753 Goodwill 63,941 Total purchase consideration $ 198,694 |
Schedule of Business Acquisition, Pro Forma Information | The following unaudited pro forma summary presents the results of operations of the Company as if the acquisition of Variperm occurred on January 1, 2023: Three Months Ended March 31, 2024 2023 Revenue $ 202,392 $ 226,700 Net income (loss) (7,148) (5,587) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The Company's significant components of inventory at March 31, 2024 and December 31, 2023 were as follows (in thousands): March 31, 2024 December 31, 2023 Raw materials and parts $ 99,096 $ 92,563 Work in process 27,574 28,693 Finished goods 212,782 216,570 Total inventories 339,452 337,826 Less: inventory reserve (36,449) (38,187) Inventories, net $ 303,003 $ 299,639 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill from December 31, 2023 to March 31, 2024, were as follows (in thousands): Artificial Lift and Downhole Goodwill, December 31, 2023 $ — Acquisitions 63,941 Impact on non-U.S. local currency translation (739) Goodwill, March 31, 2024 $ 63,202 |
Schedule of Intangible Assets | Intangible assets consisted of the following as of March 31, 2024 and December 31, 2023, respectively (in thousands): March 31, 2024 Gross Carrying Amount Accumulated Amortization Net Intangibles Amortization Period (In Years) Customer relationships $ 366,577 $ (171,760) $ 194,817 10 - 35 Patents and technology 88,983 (42,533) 46,450 5 - 19 Trade names 46,677 (29,423) 17,254 7 - 19 Trademarks 5,089 (2,205) 2,884 15 Non-compete agreements 189 (189) — 5 Total intangible assets $ 507,515 $ (246,110) $ 261,405 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Intangibles Amortization Period (In Years) Customer relationships $ 267,838 $ (164,672) $ 103,166 10 - 35 Patents and technology 89,151 (41,189) 47,962 5 - 19 Trade names 42,847 (28,974) 13,873 7 - 19 Trademarks 5,089 (2,120) 2,969 15 Non-compete agreements 190 (190) — 5 Total intangible assets $ 405,115 $ (237,145) $ 167,970 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, 2024 December 31, 2023 2025 Notes $ 134,208 $ 134,208 Seller Term Loan 59,677 — Credit Facility 96,471 — Other debt 3,340 2,864 Long-term debt, principal amount 293,696 137,072 Unamortized debt discount (4,341) (5,074) Debt issuance cost (1,903) (1,245) Long-term debt, carrying value 287,452 130,753 Less: current portion (5,150) (1,186) Long-term debt, net of current portion $ 282,302 $ 129,567 |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Financial Data by Segment and Assets by Reportable Segment | Summary financial data by segment follows (in thousands): Three Months Ended March 31, 2024 2023 Revenue Drilling and Completions $ 119,071 $ 126,764 Artificial Lift and Downhole 83,342 62,207 Eliminations (21) (14) Total revenue $ 202,392 $ 188,957 Segment operating income Drilling and Completions $ 4,559 $ 4,990 Artificial Lift and Downhole 11,786 8,633 Corporate (7,252) (7,032) Segment operating income 9,093 6,591 Transaction expenses 5,921 — Gain on disposal of assets and other (28) (260) Operating income $ 3,200 $ 6,851 A summary of consolidated assets by reportable segment is as follows (in thousands): March 31, 2024 December 31, 2023 Drilling and Completions $ 593,294 $ 615,033 Artificial Lift and Downhole 413,533 178,785 Corporate 14,562 27,243 Total assets $ 1,021,389 $ 821,061 |
Schedule of Revenue from External Customers by Products and Services | The following table presents our revenues disaggregated by product line (in thousands): Three Months Ended March 31, 2024 2023 Drilling $ 36,472 $ 40,307 Subsea 21,835 12,806 Stimulation and Intervention 38,560 47,310 Coiled Tubing 22,204 26,341 Downhole 52,243 23,211 Production Equipment 18,482 19,896 Valve Solutions 12,617 19,100 Eliminations (21) (14) Total revenue $ 202,392 $ 188,957 |
Schedule of Revenue Disaggregated by Geography | The following table presents our revenues disaggregated by geography (in thousands): Three Months Ended March 31, 2024 2023 United States $ 111,317 $ 129,186 Canada 35,639 13,668 Europe & Africa 21,602 11,672 Middle East 17,355 17,982 Asia-Pacific 10,168 7,681 Latin America 6,311 8,768 Total revenue $ 202,392 $ 188,957 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of basic and diluted earnings per share for each period presented was as follows (dollars and shares in thousands, except per share amounts): Three Months Ended March 31, 2024 2023 Net loss $ (10,315) $ (3,486) Weighted average shares outstanding - basic 12,201 10,179 Dilutive effect of stock options and restricted stock — — Weighted average shares outstanding - diluted 12,201 10,179 Loss per share Basic $ (0.85) $ (0.34) Diluted $ (0.85) $ (0.34) |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 2 |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Contract with Customer, Asset, after Allowance for Credit Loss [Abstract] | ||
Accrued revenue | $ 1,935 | $ 1,801 |
Costs and estimated profits in excess of billings | 10,488 | 13,365 |
Contract assets - current | 12,423 | 15,166 |
Contract assets - noncurrent | 1,070 | 1,828 |
Contract assets | 13,493 | 16,994 |
Increase (decrease) in contract with customer assets | $ (3,501) | |
Increase (decrease) in contract with customer assets (as percent) | (21.00%) | |
Contract with Customer, Liability [Abstract] | ||
Deferred revenue | $ 10,276 | 10,551 |
Billings in excess of costs and profits recognized | 4,480 | 4,221 |
Contract liabilities | 14,756 | $ 14,772 |
Increase (decrease) in contract with customer liabilities | $ (16) | |
Increase (decrease) in contract with customer liability (as percent) | 0% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Increase (decrease) in contract with customer assets | $ (3,501) |
Increase (decrease) in contract with customer liabilities | (16) |
Revenue recognized | $ 5,500 |
Contract with customer, contract duration (less than) | 1 year |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - USD ($) shares in Millions | 1 Months Ended | 3 Months Ended | |||
Jan. 04, 2024 | Jan. 02, 2024 | Mar. 31, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||||
Business combination, acquisition related costs | $ 5,900,000 | ||||
Goodwill | $ 63,202,000 | $ 63,202,000 | $ 0 | ||
Seller Term Loan | |||||
Business Acquisition [Line Items] | |||||
Face amount | $ 60,000,000 | ||||
Reduction of debt principal amount | $ 300,000 | ||||
Credit Facility | |||||
Business Acquisition [Line Items] | |||||
Proceeds from issuance of senior long-term debt | $ 90,000,000 | ||||
Variperm Holdings Ltd | |||||
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred | $ 150,000,000 | ||||
Number in shares in acquisition (in shares) | 2 | ||||
Goodwill | $ 63,941,000 | ||||
Business acquisition, goodwill, expected tax deductible amount | $ 0 | ||||
Variperm Holdings Ltd | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Amortization period | 8 years | ||||
Variperm Holdings Ltd | Backlog | |||||
Business Acquisition [Line Items] | |||||
Amortization period | 2 years | ||||
Variperm Holdings Ltd | Trade names | |||||
Business Acquisition [Line Items] | |||||
Amortization period | 8 years |
Acquisition - Schedule of Fair
Acquisition - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Jan. 04, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 63,202 | $ 0 | |
Variperm Holdings Ltd | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 4,388 | ||
Accounts receivable—trade | 24,036 | ||
Inventories | 13,422 | ||
Property and equipment | 26,213 | ||
Intangible assets | 104,600 | ||
Prepaid expenses and other assets | 3,718 | ||
Total assets acquired | 176,377 | ||
Current liabilities | 11,760 | ||
Long-term liabilities | 29,864 | ||
Total liabilities assumed | 41,624 | ||
Total identifiable net assets acquired | 134,753 | ||
Goodwill | 63,941 | ||
Total purchase consideration | $ 198,694 |
Acquisition - Schedule of Busin
Acquisition - Schedule of Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Variperm Holdings Ltd | |||
Business Acquisition [Line Items] | |||
Revenue | $ 27,400 | ||
Net income (loss) | $ 4,400 | ||
Legacy FET And Variperm | |||
Business Acquisition [Line Items] | |||
Revenue | $ 202,392 | $ 226,700 | |
Net income (loss) | $ (7,148) | $ (5,587) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and parts | $ 99,096 | $ 92,563 |
Work in process | 27,574 | 28,693 |
Finished goods | 212,782 | 216,570 |
Total inventories | 339,452 | 337,826 |
Less: inventory reserve | (36,449) | (38,187) |
Inventories, net | $ 303,003 | $ 299,639 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | $ 0 |
Acquisitions | 63,941 |
Impact on non-U.S. local currency translation | (739) |
Goodwill ending balance | $ 63,202 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (246,110) | $ (237,145) |
Gross Carrying Amount | 507,515 | 405,115 |
Net Intangibles | 261,405 | 167,970 |
Customer relationships | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 366,577 | 267,838 |
Accumulated Amortization | (171,760) | (164,672) |
Net Intangibles | 194,817 | 103,166 |
Patents and technology | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 88,983 | 89,151 |
Accumulated Amortization | (42,533) | (41,189) |
Net Intangibles | 46,450 | 47,962 |
Trade names | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 46,677 | 42,847 |
Accumulated Amortization | (29,423) | (28,974) |
Net Intangibles | 17,254 | 13,873 |
Trademarks | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,089 | 5,089 |
Accumulated Amortization | (2,205) | (2,120) |
Net Intangibles | $ 2,884 | $ 2,969 |
Amortization period | 15 years | 15 years |
Non-compete agreements | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 189 | $ 190 |
Accumulated Amortization | (189) | (190) |
Net Intangibles | $ 0 | $ 0 |
Amortization period | 5 years | 5 years |
Minimum | Customer relationships | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization period | 10 years | 10 years |
Minimum | Patents and technology | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization period | 5 years | 5 years |
Minimum | Trade names | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization period | 7 years | 7 years |
Maximum | Customer relationships | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization period | 35 years | 35 years |
Maximum | Patents and technology | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization period | 19 years | 19 years |
Maximum | Trade names | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Amortization period | 19 years | 19 years |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 293,696 | $ 137,072 |
Unamortized debt discount | (4,341) | (5,074) |
Debt issuance cost | (1,903) | (1,245) |
Long-term debt, carrying value | 287,452 | 130,753 |
Less: current portion | (5,150) | (1,186) |
Long-term debt, net of current portion | 282,302 | 129,567 |
2025 Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 134,208 | 134,208 |
Seller Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 59,677 | 0 |
Credit Facility | 2017 Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 96,471 | 0 |
Other debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 3,340 | $ 2,864 |
Debt - Narrative (Details)
Debt - Narrative (Details) shares in Millions | 1 Months Ended | 3 Months Ended | ||||
Jan. 04, 2024 USD ($) | Mar. 31, 2024 USD ($) | Jan. 31, 2023 USD ($) shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 293,696,000 | $ 293,696,000 | $ 137,072,000 | |||
Outstanding letters of credit | 21,000,000 | $ 21,000,000 | 20,300,000 | |||
Seller Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 60,000,000 | |||||
Reduction of debt principal amount | 300,000 | |||||
Fixed charge coverage ratio | 1 | |||||
Seller Term Loan | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument [Line Items] | ||||||
Debt stated interest rate | 11% | |||||
Seller Term Loan | Debt Instrument, Redemption, Period Two | ||||||
Debt Instrument [Line Items] | ||||||
Debt stated interest rate | 17% | |||||
Seller Term Loan | Debt Instrument, Redemption, Period Three | ||||||
Debt Instrument [Line Items] | ||||||
Debt stated interest rate | 17.50% | |||||
Revolving Credit Facility | 2017 Credit Facility | Secured Overnight Financing Rate (SOFR) | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 1% | |||||
Revolving Credit Facility | 2017 Credit Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage | 1.25% | |||||
Revolving Credit Facility | 2017 Credit Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage | 1.75% | |||||
Revolving Credit Facility | 2017 Credit Facility | Federal Funds Effective Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 0.50% | |||||
Revolving Credit Facility | Credit Facility Unused Portion Greater Than 50% | ||||||
Debt Instrument [Line Items] | ||||||
Unused capacity commitment fee percentage | 0.375% | |||||
Revolving Credit Facility | Credit Facility Unused Portion Less Than or Equal to 50% | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage | 0.50% | |||||
2025 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion, interest rate of debt | 9% | |||||
Long-term debt, gross | $ 134,208,000 | $ 134,208,000 | 134,208,000 | |||
Debt conversion, percent payable in cash | 6.25% | |||||
Debt conversion, percent payable in cash or additional notes (as percent) | 2.75% | |||||
Debt instrument, mandatorily convertible, face amount | $ 122,800,000 | |||||
Debt conversion, converted instrument, rate | 48% | |||||
Debt conversion shares amount (in shares) | shares | 4.5 | |||||
Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of borrowing base | 50% | 50% | ||||
Debt instrument, carrying value | $ 96,500,000 | $ 96,500,000 | ||||
Line of credit facility, remaining borrowing capacity | 71,600,000 | 71,600,000 | ||||
Credit Facility | Seller Term Loan | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fixed charge coverage ratio consecutive days threshold | 60 days | |||||
Credit Facility | Seller Term Loan, 12.5% of Borrowing Base | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of borrowing base | 12.50% | |||||
Line of credit facility, maximum borrowing capacity | $ 31,250,000 | |||||
Credit Facility | 2017 Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 96,471,000 | 96,471,000 | $ 0 | |||
Line of credit facility, current borrowing capacity | 189,100,000 | 189,100,000 | ||||
Debt instrument, carrying value | $ 96,500,000 | $ 96,500,000 | ||||
Credit Facility | 2017 Credit Facility, 12.5% of Borrowing Base | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of borrowing base | 12.50% | 12.50% | ||||
Line of credit facility, maximum borrowing capacity | $ 31,250,000 | $ 31,250,000 | ||||
Credit Facility | 2017 Credit Facility, 12.5% of Borrowing Base | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fixed charge coverage ratio | 1 | |||||
Fixed charge coverage ratio consecutive days threshold | 60 days | |||||
Credit Facility | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 250,000,000 | $ 250,000,000 | ||||
Line of credit facility, incremental commitments | $ 100,000,000 | $ 100,000,000 | ||||
Weighted average interest rate | 8.34% | 8.34% | 7.96% | |||
Credit Facility | Revolving Credit Facility | SOFR Floor | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 0% | |||||
Credit Facility | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 2.25% | |||||
Credit Facility | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 2.75% | |||||
Credit Facility | Revolving Credit Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 1.25% | |||||
Credit Facility | Revolving Credit Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 1.75% | |||||
Credit Facility | Revolving Credit Facility | CORRA Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 2.25% | |||||
Credit Facility | Revolving Credit Facility | CORRA Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 2.75% | |||||
Credit Facility | Revolving Credit Facility | Canadian Subsidiaries | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | $ 50,000,000 | ||||
Credit Facility | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 70,000,000 | 70,000,000 | ||||
Credit Facility | Letter of Credit | 2017 Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit outstanding | 21,000,000 | 21,000,000 | ||||
Credit Facility | Letter of Credit | Canadian Subsidiaries | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | $ 10,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 3,528 | $ 2,816 |
Unrecognized tax benefits, reduction resulting from lapse of applicable statute of limitations | $ 1,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt, gross | $ 293,696 | $ 137,072 |
Credit Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Debt instrument, carrying value | 96,500 | |
Seller Term Loan | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt, gross | 59,677 | 0 |
2025 Notes | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt, gross | 134,208 | 134,208 |
2025 Notes | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Debt instrument, carrying value | 128,800 | 127,900 |
Fair value | $ 134,100 | $ 130,900 |
Business Segments - Narrative (
Business Segments - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Business Segments - Schedule of
Business Segments - Schedule of Income Statement by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 202,392 | $ 188,957 |
Segment operating income | 3,200 | 6,851 |
Transaction expenses | 5,921 | 0 |
Gain on disposal of assets and other | (28) | (260) |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment operating income | 9,093 | 6,591 |
Operating Segments | Drilling and Completions | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 119,071 | 126,764 |
Segment operating income | 4,559 | 4,990 |
Operating Segments | Artificial Lift and Downhole | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 83,342 | 62,207 |
Segment operating income | 11,786 | 8,633 |
Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total revenue | (21) | (14) |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Segment operating income | $ (7,252) | $ (7,032) |
Business Segments - Schedule _2
Business Segments - Schedule of Assets by Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Assets | $ 1,021,389 | $ 821,061 |
Operating Segments | Drilling and Completions | ||
Segment Reporting Information [Line Items] | ||
Assets | 593,294 | 615,033 |
Operating Segments | Artificial Lift and Downhole | ||
Segment Reporting Information [Line Items] | ||
Assets | 413,533 | 178,785 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 14,562 | $ 27,243 |
Business Segments - Schedule _3
Business Segments - Schedule of Revenue from External Customers by Products and Services (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 202,392 | $ 188,957 |
Operating Segments | Sales | Drilling | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 36,472 | 40,307 |
Operating Segments | Sales | Subsea | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 21,835 | 12,806 |
Operating Segments | Sales | Stimulation and Intervention | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 38,560 | 47,310 |
Operating Segments | Sales | Coiled Tubing | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 22,204 | 26,341 |
Operating Segments | Sales | Downhole | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 52,243 | 23,211 |
Operating Segments | Sales | Production Equipment | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 18,482 | 19,896 |
Operating Segments | Sales | Valve Solutions | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 12,617 | 19,100 |
Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ (21) | $ (14) |
Business Segments - Schedule _4
Business Segments - Schedule of Revenue Disaggregated by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 202,392 | $ 188,957 |
Sales | United States | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 111,317 | 129,186 |
Sales | Canada | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 35,639 | 13,668 |
Sales | Europe & Africa | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 21,602 | 11,672 |
Sales | Middle East | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 17,355 | 17,982 |
Sales | Asia-Pacific | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 10,168 | 7,681 |
Sales | Latin America | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 6,311 | $ 8,768 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (10,315) | $ (3,486) |
Weighted average shares outstanding - basic (in shares) | 12,201 | 10,179 |
Dilutive effect of stock options and restricted stock (in shares) | 0 | 0 |
Weighted average shares outstanding - diluted (in shares) | 12,201 | 10,179 |
Loss per share | ||
Basic (in USD per share) | $ (0.85) | $ (0.34) |
Diluted (in USD per share) | $ (0.85) | $ (0.34) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended |
Mar. 31, 2024 performance_period shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of performance periods | performance_period | 3 |
Performance Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of equity instruments other than options granted (in shares) | 86,391 |
Performance Restricted Stock | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of target units | 0% |
Performance Restricted Stock | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of target units | 200% |
Performance Restricted Stock | Share-Based Payment Arrangement, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 33.33% |
Performance Restricted Stock | Share-Based Payment Arrangement, Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 33.33% |
Performance Restricted Stock | Share-Based Payment Arrangement, Tranche Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 33.33% |
Time Based Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of equity instruments other than options granted (in shares) | 20,000 |
Award vesting period (in years) | 1 year |
Performance Restricted Stock, Liability-Classified | Share-Based Payment Arrangement, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of equity instruments other than options granted (in shares) | 82,406 |
Time-Based Restricted Stock Units, Liability-Classified | Share-Based Payment Arrangement, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of equity instruments other than options granted (in shares) | 168,797 |
Award vesting period (in years) | 3 years |