Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 29, 2015 | |
Document Information [Abstract] | ||
Entity Registrant Name | FRANK'S INTERNATIONAL N.V. | |
Entity Central Index Key | 1575828 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 154,330,970 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $498,442 | $489,354 |
Accounts receivables, net | 371,556 | 390,977 |
Inventories | 208,008 | 204,008 |
Other current assets | 16,083 | 23,080 |
Total current assets | 1,094,089 | 1,107,419 |
Property, plant and equipment, net | 596,610 | 580,142 |
Goodwill and intangible assets, net | 14,058 | 14,163 |
Other assets | 55,358 | 56,957 |
Total assets | 1,760,115 | 1,758,681 |
Current liabilities: | ||
Current portion of long-term debt | 285 | 304 |
Accounts payable | 17,905 | 16,496 |
Deferred revenue | 70,249 | 76,112 |
Accrued and other current liabilities | 113,441 | 114,227 |
Total current liabilities | 201,880 | 207,139 |
Deferred tax liabilities | 40,919 | 35,321 |
Other non-current liabilities | 45,170 | 42,980 |
Total liabilities | 287,969 | 285,440 |
Commitments and contingencies (Note 17) | ||
Series A preferred stock, €0.01 par value, 52,976,000 shares authorized, issued and outstanding | 705 | 705 |
Stockholders' equity: | ||
Common stock, €0.01 par value, 745,120,000 shares authorized: 154,577,010 shares issued and 154,330,970 outstanding at 2015 and 154,571,229 shares issued and 154,327,383 shares outstanding at 2014 | 2,033 | 2,033 |
Additional paid-in capital | 691,676 | 683,611 |
Retained earnings | 556,486 | 545,357 |
Accumulated other comprehensive loss | -22,695 | -14,210 |
Treasury stock (at cost), 246,040 at 2015 and 243,846 shares at 2014 | -4,837 | -4,801 |
Total stockholders' equity | 1,222,663 | 1,211,990 |
Noncontrolling interest | 248,778 | 260,546 |
Total equity | 1,471,441 | 1,472,536 |
Total liabilities and equity | $1,760,115 | $1,758,681 |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet (Parenthetical) (EUR €) | Mar. 31, 2015 | Dec. 31, 2014 |
Par value per share, (EUR per share) | € 0.01 | |
Preferred Stock, Shares Outstanding | 52,976,000 | |
Treasury Stock, Shares at cost | 246,040 | 243,846 |
Series A Preferred Stock | ||
Par value per share, (EUR per share) | € 0.01 | 0.01 |
Preferred Stock, Shares Authorized | 52,976,000 | 52,976,000 |
Preferred Stock, Shares Issued | 52,976,000 | 52,976,000 |
Preferred Stock, Shares Outstanding | 52,976,000 | 52,976,000 |
Common Stock | ||
Common Stock, Par or Stated Value Per Share, in EUR per share | € 0.01 | 0.01 |
Common Stock, Shares Authorized | 745,120,000 | 745,120,000 |
Common Stock, Shares, Issued | 154,577,010 | 154,571,229 |
Common Stock, Shares, Outstanding | 154,330,970 | 154,327,383 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Equipment rentals and services | $232,405 | $220,813 |
Products | 45,032 | 43,679 |
Total revenue | 277,437 | 264,492 |
Cost of revenues, exclusive of depreciation | ||
Equipment rentals and services | 93,600 | 83,991 |
Products | 22,847 | 26,029 |
General and administrative expenses | 69,797 | 59,451 |
Depreciation and amortization | 24,001 | 21,193 |
Severance and other charges | 11,973 | 0 |
Loss (gain) on sale of assets | 184 | -241 |
Operating income | 55,035 | 74,069 |
Other income (expense): | ||
Other income | 1,087 | 2,371 |
Interest income (expense), net | 8 | -44 |
Foreign currency gain (loss) | 1,533 | -65 |
Total other income | 2,628 | 2,262 |
Net income subject to noncontrolling interest | 57,663 | 76,331 |
Income tax expense | 11,262 | 15,969 |
Income from continuing operations | 46,401 | 60,362 |
Income from discontinued operations, net of tax | 0 | 0 |
Net income | 46,401 | 60,362 |
Net income attributable to noncontrolling interest | 12,122 | 18,499 |
Net income attributable to Frank's International N.V. | $34,279 | $41,863 |
Earnings per common share: | ||
Total basic earnings per share (in dollars per share) | $0.22 | $0.27 |
Diluted earnings per common share: | ||
Total diluted earnings per share (in dollars per share) | $0.21 | $0.27 |
Weighted average common shares outstanding: | ||
Basic weighted average common shares | 154,329 | 153,524 |
Diluted weighted average common shares | 208,479 | 207,202 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income | $46,401 | $60,362 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments, net of tax | -11,747 | -57 |
Unrealized gain (loss) on marketable securities, net of tax | 354 | -372 |
Total other comprehensive income (loss) | -11,393 | -429 |
Comprehensive income | 35,008 | 59,933 |
Less: Comprehensive income attributable to noncontrolling interest | 9,214 | 18,389 |
Comprehensive income attributable to Frank's International N.V. | $25,794 | $41,544 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (USD $) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest |
In Thousands, unless otherwise specified | |||||||
Balance at beginning of period at Dec. 31, 2013 | $1,333,327 | $2,019 | $642,164 | $455,632 | ($2,383) | $0 | $235,895 |
Balance at beginning of period (Shares) at Dec. 31, 2013 | 153,524 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 60,362 | 41,863 | 18,499 | ||||
Foreign currency translation adjustments | -57 | -42 | -15 | ||||
Unrealized loss on marketable securities | 372 | 277 | 95 | ||||
Stock-based compensation expense | 4,889 | 4,889 | |||||
Distribution to noncontrolling interest | -4,675 | 0 | -4,675 | ||||
Common stock dividends | -11,514 | 0 | -11,514 | ||||
Balance at end of period at Mar. 31, 2014 | 1,381,960 | 2,019 | 647,053 | 485,981 | -2,702 | 0 | 249,609 |
Balance at end of period (Shares) at Mar. 31, 2014 | 153,524 | ||||||
Balance at beginning of period at Dec. 31, 2014 | 1,472,536 | 2,033 | 683,611 | 545,357 | -14,210 | -4,801 | 260,546 |
Balance at beginning of period (Shares) at Dec. 31, 2014 | 154,327 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 46,401 | 34,279 | 12,122 | ||||
Foreign currency translation adjustments | -11,747 | -8,749 | -2,998 | ||||
Unrealized loss on marketable securities | -354 | -264 | -90 | ||||
Stock-based compensation expense | 8,010 | 8,010 | |||||
Amount withheld for employee stock purchase plan | 55 | 55 | |||||
Distribution to noncontrolling interest | -20,982 | -20,982 | |||||
Common stock dividends | -23,150 | -23,150 | |||||
Common shares issued upon vesting of restricted stock units (Shares) | 6 | ||||||
Common shares issued upon vesting of restricted stock units | 0 | 0 | |||||
Treasury shares withheld (Shares) | -2 | ||||||
Treasury shares withheld | -36 | -36 | |||||
Balance at end of period at Mar. 31, 2015 | $1,471,441 | $2,033 | $691,676 | $556,486 | ($22,695) | ($4,837) | $248,778 |
Balance at end of period (Shares) at Mar. 31, 2015 | 154,331 |
Consolidated_Statements_of_Sha1
Consolidated Statements of Shareholders' Equity (Parenthetical) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Common stock dividends, per share | $0.15 | $0.08 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities [Abstract] | ||
Net income | $46,401 | $60,362 |
Adjustments to reconcile net income to cash provided by operating activities | ||
Depreciation and amortization | 24,001 | 21,193 |
Stock-based compensation expense | 8,010 | 4,889 |
ESPP expense | 55 | 0 |
Amortization of deferred financing costs | 41 | 96 |
Deferred tax provision | 5,780 | 1,526 |
Provision for (recovery of) bad debts | 46 | -245 |
(Gain) loss on sale of assets | 184 | -241 |
Changes in fair value of marketable securities | -721 | -316 |
Changes in operating assets and liabilities | ||
Accounts receivable | 13,685 | 13,718 |
Inventories | -6,276 | -24,685 |
Other current assets | 6,758 | 1,727 |
Other assets | 2,065 | -328 |
Accounts payable | 2,077 | 3,507 |
Deferred revenue | -5,861 | 123 |
Accrued expenses and other current liabilities | 1,831 | -4,607 |
Other noncurrent liabilities | 2,053 | 1,091 |
Net cash provided by operating activities | 100,129 | 77,810 |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | -43,871 | -36,902 |
Proceeds from sale of assets and equipment | 90 | 390 |
Purchase of marketable securities | 0 | -1,539 |
Premiums on life insurance policies | -14 | 0 |
Net cash used in investing activities | -43,795 | -38,051 |
Cash flows from financing activities | ||
Repayments of borrowings | -19 | -18 |
Dividends paid on common stock | -23,150 | -11,514 |
Distribution to noncontrolling interest | -20,982 | -4,675 |
Treasury shares withheld | -36 | 0 |
Net cash used in financing activities | -44,187 | -16,207 |
Effect of exchange rate changes on cash | -3,059 | -601 |
Net increase in cash | 9,088 | 22,951 |
Cash and cash equivalents at beginning of period | 489,354 | 404,947 |
Cash and cash equivalents at end of period | $498,442 | $427,898 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Nature of Business | |
Frank’s International N.V. ("FINV"), a limited liability company organized under the laws of The Netherlands, is a global provider of highly engineered tubular services to the oil and gas industry. FINV provides services to leading exploration and production companies in both offshore and onshore environments with a focus on complex and technically demanding wells. | |
Basis of Presentation | |
The consolidated financial statements of FINV for the three months ended March 31, 2015 and 2014 include the activities of Frank's International C.V. ("FICV") and its wholly owned subsidiaries (collectively, the "Company," "we," "us" or "our"). All intercompany accounts and transactions have been eliminated for purposes of preparing these consolidated financial statements. | |
Certain information and footnote disclosures required by generally accepted accounting principles in the United States of America ("GAAP") for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2014, which are included in our most recent Annual Report on Form 10-K filed with the Securities Exchange Commission ("SEC") on March 6, 2015. In the opinion of management, these financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. | |
The consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar. | |
Recent Accounting Pronouncements | |
Changes to GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates ("ASUs") to the FASB’s Accounting Standards Codification. | |
We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. | |
In April 2015, the FASB issued amendments to guidance on the presentation of debt issuance costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the related debt liability rather than as an asset, consistent with debt discounts and premiums. Amortization of the costs will be reported as interest expense. Entities will be required to apply the new guidance retrospectively to all prior periods presented. This guidance will be effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. We do not expect to adopt this guidance early and do not believe that the adoption will have a material impact on our consolidated financial statements. | |
In January 2015, the FASB issued guidance on the income statement presentation, which eliminates the concept of extraordinary items while retaining certain presentation and disclosure guidance for items that are unusual in nature or occur infrequently. The standard is effective prospectively for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted provided the guidance is applied from the beginning of the fiscal year of adoption. We do not expect to adopt this guidance early and do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. | |
In August 2014, the FASB issued guidance which addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We do not expect to adopt this guidance early and do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. | |
In June 2014, the FASB issued amendments to guidance on stock-based compensation which states that a performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition. The guidance is effective for us beginning January 1, 2016 and is not expected to have a material impact on our consolidated financial statements. | |
In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new standard update, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On April 1, 2015, the FASB proposed deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. | |
In April 2014, the FASB issued amendments to guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The implementation of the amended guidance did not have a material impact on our consolidated financial statements. |
Noncontrolling_Interest
Noncontrolling Interest | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Noncontrolling Interest [Abstract] | ||||||||
Noncontrolling Interest | Noncontrolling Interest | |||||||
We hold an economic interest in FICV and are responsible for all operational, management and administrative decisions relating to FICV’s business. As a result, the financial results of FICV are consolidated with ours and we record a noncontrolling interest on our consolidated balance sheet with respect to the remaining economic interest in FICV held by Mosing Holdings, Inc. ("MHI"). Net income attributable to noncontrolling interest on the statements of income represents the portion of earnings or losses attributable to the economic interest in FICV held by MHI. The allocable domestic income from FICV to FINV is subject to U.S. taxation. | ||||||||
A reconciliation of net income attributable to noncontrolling interest is detailed as follows (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Net income | $ | 46,401 | $ | 60,362 | ||||
Add: Provision for U.S. income taxes of FINV (1) | 6,263 | 11,424 | ||||||
Less: (Income) loss of FINV (2) | (5,163 | ) | 335 | |||||
Net income subject to noncontrolling interest | 47,501 | 72,121 | ||||||
Noncontrolling interest percentage (3) | 25.50% | 25.70% | ||||||
Net income attributable to noncontrolling interest | $ | 12,122 | $ | 18,499 | ||||
-1 | Represents income tax expense attributable to our proportionate share of the U.S. operations of our partnership interests in FICV. | |||||||
-2 | Represents results of operations for entities outside of FICV. | |||||||
-3 | Represents the economic interest in FICV held by MHI. This percentage will change as additional shares of FINV common stock are issued. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition |
On March 11, 2015, Frank’s International, LLC, a Texas limited liability company (“Frank’s LLC”) and indirect wholly-owned subsidiary of FINV, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) to purchase all of the outstanding equity interests of Timco Services, Inc. ("Timco"), a Louisiana corporation with a strong presence in the Permian Basin and Eagle Ford Shale regions, in exchange for consideration consisting of (i) $75.0 million in cash, subject to customary adjustments as defined in the Purchase Agreement, and (ii) contingent consideration of up to $20.0 million, payable in two separate payments of $10.0 million based upon exceeding certain targets of the United States land rotary rig count, as reported by Baker Hughes, over prescribed time periods. In addition, Frank’s LLC agreed to make a tax reimbursement payment of $8.0 million in connection with the closing of the transaction as a reimbursement of estimated additional tax costs the sellers may incur as a result of the transaction structure. | |
The transaction closed on April 1, 2015. Each party agreed to indemnify the other for breaches of representations and warranties, breaches of covenants and certain other matters, subject to certain exceptions. |
Accounts_Receivable_net
Accounts Receivable, net | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Receivables [Abstract] | ||||||||
Accounts Receivable, net | Accounts Receivable, net | |||||||
Accounts receivable at March 31, 2015 and December 31, 2014 were as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Trade accounts receivable, net of allowance | ||||||||
of $2,408 and $2,477, respectively | $ | 249,954 | $ | 291,140 | ||||
Unbilled revenue | 75,976 | 62,993 | ||||||
Taxes receivable | 36,802 | 32,056 | ||||||
Affiliated (1) | 3,823 | 3,370 | ||||||
Other receivables | 5,001 | 1,418 | ||||||
Total accounts receivable | $ | 371,556 | $ | 390,977 | ||||
-1 | Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income. |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories | |||||||
Inventories at March 31, 2015 and December 31, 2014 were as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Pipe and connectors | $ | 184,967 | $ | 185,076 | ||||
Finished goods | 4,260 | 4,291 | ||||||
Work in progress | 6,381 | 3,363 | ||||||
Raw materials, components and supplies | 12,400 | 11,278 | ||||||
Total inventories | $ | 208,008 | $ | 204,008 | ||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Property, Plant and Equipment | Property, Plant and Equipment | |||||||||
The following is a summary of property, plant and equipment at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||
Estimated | March 31, | December 31, | ||||||||
Useful Lives | 2015 | 2014 | ||||||||
in Years | ||||||||||
Land and land improvements (1) | 15-Aug | $ | 20,900 | $ | 21,804 | |||||
Buildings and improvements | 39 | 67,175 | 69,827 | |||||||
Rental machinery and equipment | 7 | 795,211 | 763,722 | |||||||
Machinery and equipment - other | 7 | 62,257 | 64,648 | |||||||
Furniture, fixtures and computers | 5 | 17,983 | 17,915 | |||||||
Automobiles and other vehicles | 5 | 38,637 | 37,417 | |||||||
Aircraft | 7 | 14,868 | 14,868 | |||||||
Leasehold improvements | 7, or lease term if shorter | 6,991 | 6,353 | |||||||
Construction in progress - machinery | ||||||||||
and equipment and buildings | — | 123,024 | 114,308 | |||||||
1,147,046 | 1,110,862 | |||||||||
Less: Accumulated depreciation | (550,436 | ) | (530,720 | ) | ||||||
Total property, plant and equipment, net | $ | 596,610 | $ | 580,142 | ||||||
(1) The estimated useful life presented is only land improvements. Land does not have a depreciable life. |
Other_Assets
Other Assets | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Other Assets | Other Assets | |||||||
Other assets at March 31, 2015 and December 31, 2014 consisted of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Marketable securities held in Rabbi Trust (1) | $ | 45,846 | $ | 45,126 | ||||
Deferred tax asset | 1,692 | 1,507 | ||||||
Deposits | 2,122 | 4,043 | ||||||
Other | 5,698 | 6,281 | ||||||
Total other assets | $ | 55,358 | $ | 56,957 | ||||
-1 | See Note 10 – Fair Value Measurements |
Accrued_and_Other_Current_Liab
Accrued and Other Current Liabilities | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities | |||||||
Accrued and other current liabilities at March 31, 2015 and December 31, 2014 consisted of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Accrued compensation | $ | 25,067 | $ | 35,097 | ||||
Accrued property and other taxes | 22,075 | 32,190 | ||||||
Accrued severance and other charges | 11,973 | — | ||||||
Income taxes | 7,789 | 3,362 | ||||||
Accrued inventory | 4,357 | 6,235 | ||||||
Accrued capital expenditures | 4,086 | 708 | ||||||
Accrued medical claims | 4,529 | 3,218 | ||||||
Accrued purchase orders | 7,269 | 8,081 | ||||||
Other | 26,296 | 25,336 | ||||||
Total accrued and other current liabilities | $ | 113,441 | $ | 114,227 | ||||
Debt
Debt | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt |
We have a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million for letters of credit and up to $10.0 million in swingline loans, which matures in August 2018 (the “Credit Facility”). Subject to the terms of the Credit Facility, we have the ability to increase the commitments by $150.0 million. At March 31, 2015 and December 31, 2014, we did not have any outstanding indebtedness under the Credit Facility. In addition, we had $6.2 million in letters of credit outstanding as of March 31, 2015. | |
Borrowings under the Credit Facility bear interest, at our option, at either a base rate or an adjusted Eurodollar rate. Base rate loans under the Credit Facility bear interest at a rate equal to the higher of (a) the prime rate as published in the Wall Street Journal, (b) the Federal Funds Effective Rate plus 0.50% or (c) the adjusted Eurodollar rate plus 1.00%, plus an applicable margin ranging from 0.50% to 1.50%, subject to adjustment based on a leverage ratio. Interest is in each case payable quarterly for base-rate loans. Eurodollar loans under the Credit Facility bear interest at an adjusted Eurodollar rate equal to the Eurodollar rate for such interest period multiplied by the statutory reserves, plus an applicable margin ranging from 1.50% to 2.50%. Interest is payable at the end of applicable interest periods for Eurodollar loans, except that if the interest period for a Eurodollar loan is longer than three months, interest is paid at the end of each three-month period. The unused portion of the Credit Facility is subject to a commitment fee of up to 0.375%. | |
The Credit Facility contains various covenants that, among other things, limit our ability to grant certain liens, make certain loans and investments, enter into mergers or acquisitions, enter into hedging transactions, change our lines of business, prepay certain indebtedness, enter into certain affiliate transactions, incur additional indebtedness or engage in certain asset dispositions. | |
The Credit Facility also contains financial covenants, which, among other things, require us, on a consolidated basis, to maintain: (i) a ratio of total consolidated funded debt to adjusted EBITDA (as defined in our credit agreement) of not more than 2.50 to 1.0; and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0. As of March 31, 2015, we were in compliance with all financial covenants under the Credit Facility. | |
In addition, the Credit Facility contains customary events of default, including, among others, the failure to make required payments, the failure to comply with certain covenants or other agreements, breach of the representations and covenants contained in the agreements, default of certain other indebtedness, certain events of bankruptcy or insolvency and the occurrence of a change in control. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||
We follow fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements. Fair value is 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. We utilize market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. We are able to classify fair value balances based on the observability of these inputs. The authoritative guidance for fair value measurements establishes three levels of the fair value hierarchy, defined as follows: | ||||||||||||||||
• | Level 1: Unadjusted, quoted prices for identical assets or liabilities in active markets. | |||||||||||||||
• | Level 2: Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability. | |||||||||||||||
• | Level 3: Significant, unobservable inputs for use when little or no market data exists, requiring a significant degree of judgment. | |||||||||||||||
The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to Level 3 measurements. Depending on the particular asset or liability, input availability can vary depending on factors such as product type, longevity of a product in the market and other particular transaction conditions. In some cases, certain inputs used to measure fair value may be categorized into different levels of the fair value hierarchy. For disclosure purposes under the accounting guidance, the lowest level that contains significant inputs used in valuation should be chosen. | ||||||||||||||||
Financial Assets and Liabilities | ||||||||||||||||
A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of March 31, 2015 and December 31, 2014 were as follows (in thousands): | ||||||||||||||||
Quoted Prices | Significant | Significant | ||||||||||||||
in Active | Other | Unobservable | ||||||||||||||
Markets | Observable | Inputs | ||||||||||||||
Inputs | ||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
March 31, 2015 | ||||||||||||||||
Assets: | ||||||||||||||||
Investments available-for-sale: | ||||||||||||||||
Marketable securities - deferred | ||||||||||||||||
compensation plan | $ | — | $ | 45,846 | $ | — | $ | 45,846 | ||||||||
Marketable securities - other | 2,380 | — | — | 2,380 | ||||||||||||
Liabilities: | ||||||||||||||||
Marketable securities - deferred | ||||||||||||||||
compensation plan | — | 44,364 | — | 44,364 | ||||||||||||
December 31, 2014 | ||||||||||||||||
Assets: | ||||||||||||||||
Investments available-for-sale: | ||||||||||||||||
Marketable securities - deferred | ||||||||||||||||
compensation plan | $ | — | $ | 45,126 | $ | — | $ | 45,126 | ||||||||
Marketable securities - other | 2,257 | — | — | 2,257 | ||||||||||||
Liabilities: | ||||||||||||||||
Marketable securities - deferred | ||||||||||||||||
compensation plan | — | 42,968 | — | 42,968 | ||||||||||||
Our investments associated with our deferred compensation plan consist of marketable securities that are held in the form of investments in mutual funds and insurance contracts. Assets and liabilities measured using significant observable inputs are reported at fair value based on third-party broker statements, which are derived from the fair value of the funds' underlying investments. Other marketable securities and investment are included in other assets on the consolidated balance sheets. | ||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis | ||||||||||||||||
We apply the provisions of the fair value measurement standard to our non-recurring, non-financial measurements including business combinations as well as impairment related to goodwill and other long-lived assets. For business combinations, the purchase price is allocated to the assets acquired and liabilities assumed based on a discounted cash flow model for most intangibles as well as market assumptions for the valuation of equipment and other fixed assets. We utilize a discounted cash flow model in evaluating impairment considerations related to goodwill and long-lived assets. Given the unobservable nature of the inputs, the discounted cash flow models are deemed to use Level 3 inputs. There were no non-recurring measurements during the interim periods presented. | ||||||||||||||||
Other Fair Value Considerations | ||||||||||||||||
The carrying values on our consolidated balance sheet of our cash and cash equivalents, trade accounts receivable, other current assets, accounts payable, accrued and other current liabilities and lines of credit approximates fair values due to their short maturities. |
Preferred_Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2015 | |
Preferred Stock [Abstract] | |
Preferred Stock | Preferred Stock |
At March 31, 2015, we had 52,976,000 shares of Series A preferred stock, par value €0.01 per share (the "Preferred Stock"), issued and outstanding, all of which were held by MHI. Each share of Preferred Stock has a liquidation preference equal to its par value of €0.01 per share and is entitled to an annual dividend equal to 0.25% of its par value. The aggregate preferred dividend of $705 for the year ended December 31, 2013 was paid on May 29, 2014. We expect to pay the annual dividend for the year ended December 31, 2014 in May 2015. Additionally, each share of Preferred Stock entitles its holder to one vote. Preferred stockholders vote with the common stockholders as a single class on all matters presented to FINV's shareholders for their vote. | |
MHI has the right to convert all or a portion of its Preferred Stock into shares of our common stock by delivery of an equivalent portion of its interest in FICV to us. Accordingly, the increase in our interest in FICV in connection with a conversion will decrease the noncontrolling interest in our financial statements that is attributable to MHI's interest in FICV. As of March 31, 2015, there have been no conversions of the Preferred Stock or exchanges of the FICV limited partner interests. Exchanges are subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. | |
The Preferred Stock is classified outside of permanent equity in our consolidated balance sheet at its redemption value of par plus accrued and unpaid dividends because the conversion provisions are not solely within our control. |
Treasury_Stock
Treasury Stock | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Treasury Stock | Treasury Stock |
At March 31, 2015, common shares held in treasury totaled 246,040 with a cost of $4.8 million. These shares were withheld from employees to settle personal tax withholding obligations that arose as a result of restricted stock units that vested. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions |
We have engaged in certain transactions with other companies related to us by common ownership. We have entered into various operating leases to lease office space from an affiliated partnership. Rent expense related to these leases was $1.9 million for each of the three months ended March 31, 2015 and 2014, respectively. | |
We are a party to certain agreements relating to the rental of aircraft to Western Airways ("WA"), an entity owned by the Mosing family. Subsequent to our initial public offering ("IPO") in 2013, we entered into new agreements with WA for the aircraft that was retained by us whereby we are paid a flat monthly fee for dry lease rental and during 2014 were also charged block hours monthly. We recorded net charter expense of $0.4 million and $0.3 million for the three months ended March 31, 2015 and 2014, respectively. | |
Tax Receivable Agreement | |
MHI and its permitted transferees may convert all or a portion of its Preferred Stock into shares of our common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, by delivery of an equivalent portion of its interest in FICV to us (a “Conversion”). FICV has made an election under Section 754 of the Code. Pursuant to the Section 754 election, each future Conversion is expected to result in an adjustment to the tax basis of the tangible and intangible assets of FICV, and these adjustments will be allocated to FINV. Certain of the adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent these future Conversions. The anticipated basis adjustments are expected to reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. | |
The tax receivable agreement (the "TRA") that we entered into with FICV and MHI in connection with our IPO generally provides for the payment by FINV of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax (which reductions we refer to as “cash savings”) in periods after our IPO as a result of (i) the tax basis increases resulting from the Conversions and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for payment by us of interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. We will retain the remaining 15% of cash savings, if any. | |
The payment obligations under the TRA are our obligations and are not obligations of FICV. The term of the TRA will continue until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the TRA. | |
Estimating the amount of payments that may be made under the TRA is by its nature imprecise. The actual increase in tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of Conversions, the relative value of our U.S. and international assets at the time of the Conversion, the price of our common stock at the time of the Conversion, the extent to which such Conversions are taxable, the amount and timing of the taxable income FINV realizes in the future and the tax rate then applicable, FINV’s use of loss carryovers and the portion of its payments under the TRA constituting imputed interest or depreciable or amortizable basis. FINV expects that the payments that it will be required to make under the TRA will be substantial but that it will be able to fund such payments. There may be a negative impact on our liquidity if, as a result of timing discrepancies, the payments under the TRA exceed the actual benefits we realize in respect of the tax attributes subject to the TRA. The payments under the TRA will not be conditioned upon a holder of rights under a TRA having a continued ownership interest in either FICV or FINV. | |
The TRA provides that FINV may terminate it early. If FINV elects to terminate the TRA early, it would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that MHI or its transferees own on the termination date are deemed to be exchanged on the termination date). Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control. In these situations, FINV’s obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the TRA were terminated on March 31, 2015, the estimated termination payment would be approximately $56.3 million (calculated using a discount rate of 5.31%). The foregoing number is merely an estimate and the actual payment could differ materially. | |
Because FINV is a holding company with no operations of its own, its ability to make payments under the TRA is dependent on the ability of FICV to make distributions to it in an amount sufficient to cover FINV’s obligations under such agreements; this ability, in turn, may depend on the ability of FICV’s subsidiaries to provide payments to it. The ability of FICV and its subsidiaries to make such distributions will be subject to, among other things, the applicable provisions of Dutch law that may limit the amount of funds available for distribution and restrictions in our debt instruments. To the extent that FINV is unable to make payments under the TRA for any reason, except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the TRA or certain mergers of change of control, such payments will be deferred and will accrue interest until paid, and FINV will be prohibited from paying dividends on its common stock. |
Earnings_Per_Common_Share
Earnings Per Common Share | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Earnings Per Share [Abstract] | |||||||||||
Earnings Per Common Share | Earnings Per Common Share | ||||||||||
Basic earnings per common share is determined by dividing net income, less preferred stock dividends, by the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued. | |||||||||||
We apply the treasury stock method to determine the dilutive weighted average common shares represented by the unvested restricted stock units and employee stock purchase plan shares. The diluted earnings per share calculation assumes the conversion of 100% of our outstanding Preferred Stock on an as if converted basis. Accordingly, the numerator is also adjusted to include the earnings allocated to the noncontrolling interest after taking into account the tax effect of such exchange. | |||||||||||
The following table summarizes the basic and diluted earnings per share calculations (in thousands, except per share amounts): | |||||||||||
Three Months Ended | |||||||||||
March 31, | |||||||||||
2015 | 2014 | ||||||||||
Numerator - Basic | |||||||||||
Income from continuing operations | $ | 46,401 | $ | 60,362 | |||||||
Less: Net income attributable to noncontrolling interest | (12,122 | ) | (18,499 | ) | |||||||
Net income available to common shareholders | $ | 34,279 | $ | 41,863 | |||||||
Numerator - Diluted | |||||||||||
Income from continuing operations attributable to common shareholders | $ | 34,279 | $ | 41,863 | |||||||
Add: Net income attributable to noncontrolling interest (1) | 9,938 | 14,560 | |||||||||
Dilutive net income available to common shareholders | $ | 44,217 | $ | 56,423 | |||||||
Denominator | |||||||||||
Basic weighted average common shares | 154,329 | 153,524 | |||||||||
Exchange of noncontrolling interest for common stock (Note 11) | 52,976 | 52,976 | |||||||||
Restricted stock units | 1,173 | 702 | |||||||||
Stock to be issued pursuant to employee stock purchase plan | 1 | — | |||||||||
Diluted weighted average common shares | 208,479 | 207,202 | |||||||||
Earnings per common share: | |||||||||||
Basic | $ | 0.22 | $ | 0.27 | |||||||
Diluted | $ | 0.21 | $ | 0.27 | |||||||
-1 | Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock | $ | 2,184 | $ | 3,939 | ||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
For interim financial reporting, we estimate the annual tax rate based on projected pre-tax income for the full year and record a quarterly income tax provision (benefit) in accordance with Accounting Standards Codification Topic 740-270, Income taxes—Interim Reporting. As the year progresses, we refine the estimate of the year's pre-tax income as new information becomes available. The continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, we adjust the income tax provision (benefit) during the quarter in which the change in estimate occurs so that the year to date provision reflects the expected annual tax rate. | |
Our effective tax rate on income from continuing operations before income taxes was 19.5% and 20.9% for the three months ended March 31, 2015 and 2014, respectively, and is lower in the current period as a result of a decrease in income subject to U.S. taxation. In addition, the tax rate for all periods is lower than the U.S. statutory income tax rate of 35% due to lower statutory tax rates in certain foreign jurisdictions where we operate. | |
As of March 31, 2015, there were no significant changes to our unrecognized tax benefits as reported in our audited financial statements for the year ended December 31, 2014. |
Severance_and_Other_Charges
Severance and Other Charges | 3 Months Ended |
Mar. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Severance and Other Charges | Severance and Other Charges |
We are facing a challenging year in the oilfield industry due to the dramatic drop in oil prices. We have been developing and implementing cost savings steps in response to the difficult market conditions. As we continue to reduce our planned expenses through streamlining and other cost savings initiatives, we have recently initiated steps to reduce our total workforce by approximately 400 to 600 employees. On March 31, 2015, we announced to our employees the reduction in workforce plan and offered a voluntary separation program to all U.S. employees. The staffing plans are expected to be completed by the end of May 2015. Severance costs, base rationalization and lease termination fees should cost approximately $12.0 million, which is reflected in our consolidated statements of income under severance and other charges, and affected the following segments: International Services ($0.4 million), U.S. Services ($10.7 million) and Tubular Sales ($0.9 million). The severance and other charges are recorded as accrued and other current liabilities in our consolidated balance sheets. No payments were made under the reduction in workforce plan during the three months ended March 31, 2015. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of March 31, 2015. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows. |
Segment_Information
Segment Information | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||
Segment Information | Segment Information | |||||||||||||||||||
Reporting Segments | ||||||||||||||||||||
Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. We are comprised of three reportable segments: International Services, U.S. Services and Tubular Sales. | ||||||||||||||||||||
The International Services segment provides tubular services in international offshore markets and in several onshore international regions. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies. | ||||||||||||||||||||
The U.S. Services segment provides tubular services in almost all of the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Bakken Shale, Barnett Shale, Eagle Ford Shale, Haynesville Shale, Marcellus Shale and Utica Shale, as well as in the U.S. Gulf of Mexico. | ||||||||||||||||||||
The Tubular Sales segment designs, manufactures and distributes large outside diameter ("OD") pipe, connectors and casing attachments. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments. | ||||||||||||||||||||
Adjusted EBITDA | ||||||||||||||||||||
We define Adjusted EBITDA as income from continuing operations before net interest income or expense, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on sale of assets, foreign currency gain or loss, stock-based compensation, other non-cash adjustments and unusual or non-recurring charges. We review Adjusted EBITDA on both a consolidated basis and on a segment basis. We use Adjusted EBITDA to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and items outside the control of our management team (such as income tax rates). Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with generally accepted accounting principles in the U.S. ("GAAP"). | ||||||||||||||||||||
Our CODM uses Adjusted EBITDA as the primary measure of segment reporting performance. | ||||||||||||||||||||
The following table presents a reconciliation of Segment Adjusted EBITDA to income from continuing operations (in thousands): | ||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||
March 31, | ||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Segment Adjusted EBITDA: | ||||||||||||||||||||
International Services | $ | 52,285 | $ | 51,028 | ||||||||||||||||
U.S. Services | 44,893 | 41,879 | ||||||||||||||||||
Tubular Sales | 3,119 | 9,374 | ||||||||||||||||||
Corporate and other | (7 | ) | — | |||||||||||||||||
Adjusted EBITDA Total | 100,290 | 102,281 | ||||||||||||||||||
Interest income (expense), net | 8 | (44 | ) | |||||||||||||||||
Income tax expense | (11,262 | ) | (15,969 | ) | ||||||||||||||||
Depreciation and amortization | (24,001 | ) | (21,193 | ) | ||||||||||||||||
(Loss) gain on sale of assets | (184 | ) | 241 | |||||||||||||||||
Foreign currency gain (loss) | 1,533 | (65 | ) | |||||||||||||||||
Stock-based compensation expense | (8,010 | ) | (4,889 | ) | ||||||||||||||||
Severance and other charges | (11,973 | ) | — | |||||||||||||||||
Income from continuing operations | $ | 46,401 | $ | 60,362 | ||||||||||||||||
The following tables set forth certain financial information with respect to our reportable segments. Included in “Corporate and Other” are intersegment eliminations and costs associated with activities of a general nature (in thousands): | ||||||||||||||||||||
International | U.S. | Tubular Sales | Corporate | Total | ||||||||||||||||
Services | Services | and Other | ||||||||||||||||||
Three Months Ended March 31, 2015 | ||||||||||||||||||||
Revenue from external customers | $ | 124,201 | $ | 109,286 | $ | 43,950 | $ | — | $ | 277,437 | ||||||||||
Inter-segment revenues | 377 | 7,914 | 11,891 | (20,182 | ) | — | ||||||||||||||
Adjusted EBITDA | 52,285 | 44,893 | 3,119 | (7 | ) | 100,290 | ||||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||||||||||
Revenue from external customers | $ | 118,585 | $ | 103,755 | $ | 42,152 | $ | — | $ | 264,492 | ||||||||||
Inter-segment revenues | 141 | 5,100 | 16,096 | (21,337 | ) | — | ||||||||||||||
Adjusted EBITDA | 51,028 | 41,879 | 9,374 | — | 102,281 | |||||||||||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
The consolidated financial statements of FINV for the three months ended March 31, 2015 and 2014 include the activities of Frank's International C.V. ("FICV") and its wholly owned subsidiaries (collectively, the "Company," "we," "us" or "our"). All intercompany accounts and transactions have been eliminated for purposes of preparing these consolidated financial statements. | |
Certain information and footnote disclosures required by generally accepted accounting principles in the United States of America ("GAAP") for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2014, which are included in our most recent Annual Report on Form 10-K filed with the Securities Exchange Commission ("SEC") on March 6, 2015. In the opinion of management, these financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. | |
The consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Changes to GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates ("ASUs") to the FASB’s Accounting Standards Codification. | |
We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. | |
In April 2015, the FASB issued amendments to guidance on the presentation of debt issuance costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the related debt liability rather than as an asset, consistent with debt discounts and premiums. Amortization of the costs will be reported as interest expense. Entities will be required to apply the new guidance retrospectively to all prior periods presented. This guidance will be effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. We do not expect to adopt this guidance early and do not believe that the adoption will have a material impact on our consolidated financial statements. | |
In January 2015, the FASB issued guidance on the income statement presentation, which eliminates the concept of extraordinary items while retaining certain presentation and disclosure guidance for items that are unusual in nature or occur infrequently. The standard is effective prospectively for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted provided the guidance is applied from the beginning of the fiscal year of adoption. We do not expect to adopt this guidance early and do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. | |
In August 2014, the FASB issued guidance which addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We do not expect to adopt this guidance early and do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. | |
In June 2014, the FASB issued amendments to guidance on stock-based compensation which states that a performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition. The guidance is effective for us beginning January 1, 2016 and is not expected to have a material impact on our consolidated financial statements. | |
In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new standard update, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On April 1, 2015, the FASB proposed deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. | |
In April 2014, the FASB issued amendments to guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The implementation of the amended guidance did not have a material impact on our consolidated financial statements. |
Noncontrolling_Interest_Tables
Noncontrolling Interest (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Noncontrolling Interest [Abstract] | ||||||||
Schedule of Net Income Attributable to Noncontrolling Interest | A reconciliation of net income attributable to noncontrolling interest is detailed as follows (in thousands): | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Net income | $ | 46,401 | $ | 60,362 | ||||
Add: Provision for U.S. income taxes of FINV (1) | 6,263 | 11,424 | ||||||
Less: (Income) loss of FINV (2) | (5,163 | ) | 335 | |||||
Net income subject to noncontrolling interest | 47,501 | 72,121 | ||||||
Noncontrolling interest percentage (3) | 25.50% | 25.70% | ||||||
Net income attributable to noncontrolling interest | $ | 12,122 | $ | 18,499 | ||||
-1 | Represents income tax expense attributable to our proportionate share of the U.S. operations of our partnership interests in FICV. | |||||||
-2 | Represents results of operations for entities outside of FICV. | |||||||
-3 | Represents the economic interest in FICV held by MHI. This percentage will change as additional shares of FINV common stock are issued. |
Accounts_Receivable_net_Tables
Accounts Receivable, net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Receivables [Abstract] | ||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable at March 31, 2015 and December 31, 2014 were as follows (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Trade accounts receivable, net of allowance | ||||||||
of $2,408 and $2,477, respectively | $ | 249,954 | $ | 291,140 | ||||
Unbilled revenue | 75,976 | 62,993 | ||||||
Taxes receivable | 36,802 | 32,056 | ||||||
Affiliated (1) | 3,823 | 3,370 | ||||||
Other receivables | 5,001 | 1,418 | ||||||
Total accounts receivable | $ | 371,556 | $ | 390,977 | ||||
-1 | Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income. |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory | Inventories at March 31, 2015 and December 31, 2014 were as follows (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Pipe and connectors | $ | 184,967 | $ | 185,076 | ||||
Finished goods | 4,260 | 4,291 | ||||||
Work in progress | 6,381 | 3,363 | ||||||
Raw materials, components and supplies | 12,400 | 11,278 | ||||||
Total inventories | $ | 208,008 | $ | 204,008 | ||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Property, Plant and Equipment | The following is a summary of property, plant and equipment at March 31, 2015 and December 31, 2014 (in thousands): | |||||||||
Estimated | March 31, | December 31, | ||||||||
Useful Lives | 2015 | 2014 | ||||||||
in Years | ||||||||||
Land and land improvements (1) | 15-Aug | $ | 20,900 | $ | 21,804 | |||||
Buildings and improvements | 39 | 67,175 | 69,827 | |||||||
Rental machinery and equipment | 7 | 795,211 | 763,722 | |||||||
Machinery and equipment - other | 7 | 62,257 | 64,648 | |||||||
Furniture, fixtures and computers | 5 | 17,983 | 17,915 | |||||||
Automobiles and other vehicles | 5 | 38,637 | 37,417 | |||||||
Aircraft | 7 | 14,868 | 14,868 | |||||||
Leasehold improvements | 7, or lease term if shorter | 6,991 | 6,353 | |||||||
Construction in progress - machinery | ||||||||||
and equipment and buildings | — | 123,024 | 114,308 | |||||||
1,147,046 | 1,110,862 | |||||||||
Less: Accumulated depreciation | (550,436 | ) | (530,720 | ) | ||||||
Total property, plant and equipment, net | $ | 596,610 | $ | 580,142 | ||||||
(1) The estimated useful life presented is only land improvements. Land does not have a depreciable life. |
Other_Assets_Tables
Other Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Schedule of Other Assets | Other assets at March 31, 2015 and December 31, 2014 consisted of the following (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Marketable securities held in Rabbi Trust (1) | $ | 45,846 | $ | 45,126 | ||||
Deferred tax asset | 1,692 | 1,507 | ||||||
Deposits | 2,122 | 4,043 | ||||||
Other | 5,698 | 6,281 | ||||||
Total other assets | $ | 55,358 | $ | 56,957 | ||||
-1 | See Note 10 – Fair Value Measurements |
Accrued_and_Other_Current_Liab1
Accrued and Other Current Liabilities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Accrued Liabilities | Accrued and other current liabilities at March 31, 2015 and December 31, 2014 consisted of the following (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Accrued compensation | $ | 25,067 | $ | 35,097 | ||||
Accrued property and other taxes | 22,075 | 32,190 | ||||||
Accrued severance and other charges | 11,973 | — | ||||||
Income taxes | 7,789 | 3,362 | ||||||
Accrued inventory | 4,357 | 6,235 | ||||||
Accrued capital expenditures | 4,086 | 708 | ||||||
Accrued medical claims | 4,529 | 3,218 | ||||||
Accrued purchase orders | 7,269 | 8,081 | ||||||
Other | 26,296 | 25,336 | ||||||
Total accrued and other current liabilities | $ | 113,441 | $ | 114,227 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of March 31, 2015 and December 31, 2014 were as follows (in thousands): | |||||||||||||||
Quoted Prices | Significant | Significant | ||||||||||||||
in Active | Other | Unobservable | ||||||||||||||
Markets | Observable | Inputs | ||||||||||||||
Inputs | ||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
March 31, 2015 | ||||||||||||||||
Assets: | ||||||||||||||||
Investments available-for-sale: | ||||||||||||||||
Marketable securities - deferred | ||||||||||||||||
compensation plan | $ | — | $ | 45,846 | $ | — | $ | 45,846 | ||||||||
Marketable securities - other | 2,380 | — | — | 2,380 | ||||||||||||
Liabilities: | ||||||||||||||||
Marketable securities - deferred | ||||||||||||||||
compensation plan | — | 44,364 | — | 44,364 | ||||||||||||
December 31, 2014 | ||||||||||||||||
Assets: | ||||||||||||||||
Investments available-for-sale: | ||||||||||||||||
Marketable securities - deferred | ||||||||||||||||
compensation plan | $ | — | $ | 45,126 | $ | — | $ | 45,126 | ||||||||
Marketable securities - other | 2,257 | — | — | 2,257 | ||||||||||||
Liabilities: | ||||||||||||||||
Marketable securities - deferred | ||||||||||||||||
compensation plan | — | 42,968 | — | 42,968 | ||||||||||||
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Earnings Per Share [Abstract] | |||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the basic and diluted earnings per share calculations (in thousands, except per share amounts): | ||||||||||
Three Months Ended | |||||||||||
March 31, | |||||||||||
2015 | 2014 | ||||||||||
Numerator - Basic | |||||||||||
Income from continuing operations | $ | 46,401 | $ | 60,362 | |||||||
Less: Net income attributable to noncontrolling interest | (12,122 | ) | (18,499 | ) | |||||||
Net income available to common shareholders | $ | 34,279 | $ | 41,863 | |||||||
Numerator - Diluted | |||||||||||
Income from continuing operations attributable to common shareholders | $ | 34,279 | $ | 41,863 | |||||||
Add: Net income attributable to noncontrolling interest (1) | 9,938 | 14,560 | |||||||||
Dilutive net income available to common shareholders | $ | 44,217 | $ | 56,423 | |||||||
Denominator | |||||||||||
Basic weighted average common shares | 154,329 | 153,524 | |||||||||
Exchange of noncontrolling interest for common stock (Note 11) | 52,976 | 52,976 | |||||||||
Restricted stock units | 1,173 | 702 | |||||||||
Stock to be issued pursuant to employee stock purchase plan | 1 | — | |||||||||
Diluted weighted average common shares | 208,479 | 207,202 | |||||||||
Earnings per common share: | |||||||||||
Basic | $ | 0.22 | $ | 0.27 | |||||||
Diluted | $ | 0.21 | $ | 0.27 | |||||||
-1 | Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock | $ | 2,184 | $ | 3,939 | ||||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||
Reconciliation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization from Segments to Consolidated | The following table presents a reconciliation of Segment Adjusted EBITDA to income from continuing operations (in thousands): | |||||||||||||||||||
Three Months Ended | ||||||||||||||||||||
March 31, | ||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Segment Adjusted EBITDA: | ||||||||||||||||||||
International Services | $ | 52,285 | $ | 51,028 | ||||||||||||||||
U.S. Services | 44,893 | 41,879 | ||||||||||||||||||
Tubular Sales | 3,119 | 9,374 | ||||||||||||||||||
Corporate and other | (7 | ) | — | |||||||||||||||||
Adjusted EBITDA Total | 100,290 | 102,281 | ||||||||||||||||||
Interest income (expense), net | 8 | (44 | ) | |||||||||||||||||
Income tax expense | (11,262 | ) | (15,969 | ) | ||||||||||||||||
Depreciation and amortization | (24,001 | ) | (21,193 | ) | ||||||||||||||||
(Loss) gain on sale of assets | (184 | ) | 241 | |||||||||||||||||
Foreign currency gain (loss) | 1,533 | (65 | ) | |||||||||||||||||
Stock-based compensation expense | (8,010 | ) | (4,889 | ) | ||||||||||||||||
Severance and other charges | (11,973 | ) | — | |||||||||||||||||
Income from continuing operations | $ | 46,401 | $ | 60,362 | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment | The following tables set forth certain financial information with respect to our reportable segments. Included in “Corporate and Other” are intersegment eliminations and costs associated with activities of a general nature (in thousands): | |||||||||||||||||||
International | U.S. | Tubular Sales | Corporate | Total | ||||||||||||||||
Services | Services | and Other | ||||||||||||||||||
Three Months Ended March 31, 2015 | ||||||||||||||||||||
Revenue from external customers | $ | 124,201 | $ | 109,286 | $ | 43,950 | $ | — | $ | 277,437 | ||||||||||
Inter-segment revenues | 377 | 7,914 | 11,891 | (20,182 | ) | — | ||||||||||||||
Adjusted EBITDA | 52,285 | 44,893 | 3,119 | (7 | ) | 100,290 | ||||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||||||||||
Revenue from external customers | $ | 118,585 | $ | 103,755 | $ | 42,152 | $ | — | $ | 264,492 | ||||||||||
Inter-segment revenues | 141 | 5,100 | 16,096 | (21,337 | ) | — | ||||||||||||||
Adjusted EBITDA | 51,028 | 41,879 | 9,374 | — | 102,281 | |||||||||||||||
Noncontrolling_Interest_Detail
Noncontrolling Interest (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net Income (Loss) Attributable to Noncontrolling Interest [Abstract] | ||
Net income | $46,401 | $60,362 |
Net income subject to noncontrolling interest | 57,663 | 76,331 |
Net income attributable to noncontrolling interest | 12,122 | 18,499 |
Frank's International C.V. | ||
Net Income (Loss) Attributable to Noncontrolling Interest [Abstract] | ||
Net income | 46,401 | 60,362 |
Add: Provision for U.S. income taxes of FINV | 6,263 | 11,424 |
Less: (Income) loss of FINV | -5,163 | 335 |
Net income subject to noncontrolling interest | 47,501 | 72,121 |
Noncontrolling interest percentage | 25.50% | 25.70% |
Net income attributable to noncontrolling interest | $12,122 | $18,499 |
Acquisition_Details
Acquisition (Details) (Timco Services, Inc., USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Mar. 11, 2015 | Mar. 11, 2015 |
payment | ||
Timco Services, Inc. | ||
Business Acquisition [Line Items] | ||
Cash payment to acquire business | $75 | |
Contingent consideration, maximum | 20 | 20 |
Number of contingent payments | 2 | 2 |
Amount of contingent payments | 10 | |
Tax reimbursement payment | $8 | $8 |
Accounts_Receivable_net_Detail
Accounts Receivable, net (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $371,556 | $390,977 |
Unbilled revenue | 75,976 | 62,993 |
Taxes receivable | 36,802 | 32,056 |
Affiliated | 3,823 | 3,370 |
Other receivables | 5,001 | 1,418 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 249,954 | 291,140 |
Allowance for doubtful accounts | $2,408 | $2,477 |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Pipe and connectors | $184,967 | $185,076 |
Finished goods | 4,260 | 4,291 |
Work in progress | 6,381 | 3,363 |
Raw materials, components and supplies | 12,400 | 11,278 |
Total inventories | $208,008 | $204,008 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $1,147,046 | $1,110,862 |
Less: Accumulated depreciation | -550,436 | -530,720 |
Total property, plant and equipment, net | 596,610 | 580,142 |
Land and land Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 20,900 | 21,804 |
Land and land Improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 8 years | |
Land and land Improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 15 years | |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 39 years | |
Property, plant and equipment, gross | 67,175 | 69,827 |
Rental machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 7 years | |
Property, plant and equipment, gross | 795,211 | 763,722 |
Machinery and equipment - other | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 7 years | |
Property, plant and equipment, gross | 62,257 | 64,648 |
Furniture, fixtures and computers | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 5 years | |
Property, plant and equipment, gross | 17,983 | 17,915 |
Automobiles and other vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 5 years | |
Property, plant and equipment, gross | 38,637 | 37,417 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 7 years | |
Property, plant and equipment, gross | 14,868 | 14,868 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 7 years | |
Property, plant and equipment, gross | 6,991 | 6,353 |
Construction in progress - machinery and equipment and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $123,024 | $114,308 |
Other_Assets_Details
Other Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Marketable securities held in Rabbi Trust | $45,846 | $45,126 |
Deferred tax asset | 1,692 | 1,507 |
Deposits | 2,122 | 4,043 |
Other | 5,698 | 6,281 |
Total other assets | $55,358 | $56,957 |
Accrued_and_Other_Current_Liab2
Accrued and Other Current Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Accrued compensation | $25,067 | $35,097 |
Accrued property and other taxes | 22,075 | 32,190 |
Accrued severance and other charges | 11,973 | 0 |
Income taxes | 7,789 | 3,362 |
Accrued inventory | 4,357 | 6,235 |
Accrued capital expenditures | 4,086 | 708 |
Accrued medical claims | 4,529 | 3,218 |
Accrued purchase orders | 7,269 | 8,081 |
Other | 26,296 | 25,336 |
Total accrued and other current liabilities | $113,441 | $114,227 |
Debt_Lines_of_Credit_Details
Debt - Lines of Credit (Details) (Lines of credit, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Credit Facilities | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | 150,000,000 |
Letters of credit, amount outstanding | 6,200,000 |
Credit Facilities | Maximum | |
Line of Credit Facility [Line Items] | |
Commitment fee percentage | 0.38% |
Revolving Credit Facility | Credit Facilities | |
Line of Credit Facility [Line Items] | |
Maximum debt to adjusted EBITDA ratio | 2.5 |
Minimum EBITDA to interest expense ratio | 3 |
Revolving Credit Facility | Credit Facilities | Federal Funds Effective Rate | |
Line of Credit Facility [Line Items] | |
Description of variable rate basis | Federal Funds Effective Rate |
Fixed spread on variable rate | 0.50% |
Revolving Credit Facility | Credit Facilities | Eurodollar | |
Line of Credit Facility [Line Items] | |
Description of variable rate basis | Eurodollar rate |
Fixed spread on variable rate | 1.00% |
Revolving Credit Facility | Credit Facilities | Eurodollar | Minimum | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.50% |
Variable spread on variable rate | 0.50% |
Revolving Credit Facility | Credit Facilities | Eurodollar | Maximum | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 2.50% |
Variable spread on variable rate | 1.50% |
Revolving Credit Facility | Revolving Credit Facility Maturing August 2018 | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity limit | 100,000,000 |
Letter of Credit | Revolving Credit Facility Maturing August 2018 | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity limit | 20,000,000 |
Swing Line Loan | Revolving Credit Facility Maturing August 2018 | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity limit | 10,000,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Fair Value, Measurements, Recurring, USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Marketable securities - deferred compensation plan | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $0 | $0 |
Marketable securities liability | 0 | 0 |
Marketable securities - deferred compensation plan | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 45,846 | 45,126 |
Marketable securities liability | 44,364 | 42,968 |
Marketable securities - deferred compensation plan | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Marketable securities liability | 0 | 0 |
Marketable securities - other | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 2,380 | 2,257 |
Marketable securities - other | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Marketable securities - other | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Fair Value | Marketable securities - deferred compensation plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 45,846 | 45,126 |
Marketable securities liability | 44,364 | 42,968 |
Fair Value | Marketable securities - other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $2,380 | $2,257 |
Preferred_Stock_Details
Preferred Stock (Details) | 0 Months Ended | 3 Months Ended |
29-May-14 | Mar. 31, 2015 | |
USD ($) | EUR (€) | |
Preferred Stock [Abstract] | ||
Shares outstanding | 52,976,000 | |
Par value per share, (EUR per share) | € 0.01 | |
Preferred stock dividend rate | 0.25% | |
Preferred stock dividends | $705 |
Treasury_Stock_Details
Treasury Stock (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Equity [Abstract] | ||
Treasury stock, shares | 246,040 | 243,846 |
Treasury stock, value | $4,837 | $4,801 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Net charter income (expense) | $232,405,000 | $220,813,000 |
Percentage of tax benefits realized payable | 85.00% | |
Tax receivable agreement, liability | 56,300,000 | |
Tax receivable agreement, liability, discount rate | 5.31% | |
Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Rent expense | 1,900,000 | 1,900,000 |
Western Airlines | ||
Related Party Transaction [Line Items] | ||
Net charter income (expense) | ($400,000) | $300,000 |
Earnings_Per_Common_Share_Deta
Earnings Per Common Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Income from continuing operations | $46,401 | $60,362 |
Less: Net income attributable to noncontrolling interest | -12,122 | -18,499 |
Net income available to common shareholders | 34,279 | 41,863 |
Income from continuing operations attributable to common shareholders | 34,279 | 41,863 |
Add: Exchange of noncontrolling interest for common stock | 9,938 | 14,560 |
Dilutive net income available to common shareholders | 44,217 | 56,423 |
Denominator | ||
Basic weighted average common shares | 154,329 | 153,524 |
Exchange of noncontrolling interest for common stock (Note 11) | 52,976 | 52,976 |
Restricted stock units | 1,173 | 702 |
Stock to be issued pursuant to employee stock purchase plan | 1 | 0 |
Diluted weighted average common shares | 208,479 | 207,202 |
Earnings per common share: | ||
Basic earnings per share (in dollars per share) | $0.22 | $0.27 |
Diluted earnings per common share: | ||
Diluted earnings per share (in dollars per share) | $0.21 | $0.27 |
Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock | $2,184 | $3,939 |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 19.50% | 20.90% |
U.S. statutory income tax rate | 35.00% | 35.00% |
Severance_and_Other_Charges_De
Severance and Other Charges (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Restructuring Cost and Reserve [Line Items] | ||
Severance and other charges | $11,973 | $0 |
Minimum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected number of positions eliminated | 400 | |
Maximum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected number of positions eliminated | 600 | |
Restructuring Charges | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and other charges | 11,973 | |
International Services | Restructuring Charges | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and other charges | 400 | |
U.S. Services | Restructuring Charges | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and other charges | 10,700 | |
Sales | Restructuring Charges | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and other charges | $900 |
Segment_Information_EBITDA_Rec
Segment Information - EBITDA Reconciliation (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
segment | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Number of reportable segments | 3 | |
Adjusted EBITDA | $100,290 | $102,281 |
Interest income (expense), net | 8 | -44 |
Income tax expense | -11,262 | -15,969 |
Depreciation and amortization | -24,001 | -21,193 |
(Loss) gain on sale of assets | -184 | 241 |
Foreign currency gain (loss) | 1,533 | -65 |
Stock-based compensation expense | -8,010 | -4,889 |
Severance and other charges | -11,973 | 0 |
Income from continuing operations | 46,401 | 60,362 |
Operating segments | International Services | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Adjusted EBITDA | 52,285 | 51,028 |
Operating segments | U.S. Services | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Adjusted EBITDA | 44,893 | 41,879 |
Operating segments | Tubular Sales Segment | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Adjusted EBITDA | 3,119 | 9,374 |
Operating segments | Corporate and other | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Adjusted EBITDA | ($7) | $0 |
Segment_Information_Revenue_fr
Segment Information - Revenue from External Customers (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue from External Customer [Line Items] | ||
Total revenue | $277,437 | $264,492 |
Adjusted EBITDA | 100,290 | 102,281 |
Operating segments | International Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 124,201 | 118,585 |
Adjusted EBITDA | 52,285 | 51,028 |
Operating segments | U.S. Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 109,286 | 103,755 |
Adjusted EBITDA | 44,893 | 41,879 |
Operating segments | Tubular Sales Segment | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 43,950 | 42,152 |
Adjusted EBITDA | 3,119 | 9,374 |
Operating segments | Corporate and other | ||
Revenue from External Customer [Line Items] | ||
Adjusted EBITDA | -7 | 0 |
Inter-segment | International Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 377 | 141 |
Inter-segment | U.S. Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 7,914 | 5,100 |
Inter-segment | Tubular Sales Segment | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 11,891 | 16,096 |
Inter-segment | Corporate and other | ||
Revenue from External Customer [Line Items] | ||
Total revenue | ($20,182) | ($21,337) |