Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | FRANK'S INTERNATIONAL N.V. | |
Entity Central Index Key | 1,575,828 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 222,391,338 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 529,850 | $ 602,359 |
Accounts receivables, net | 155,363 | 246,191 |
Inventories | 136,616 | 161,263 |
Other current assets | 8,382 | 13,923 |
Total current assets | 830,211 | 1,023,736 |
Property, plant and equipment, net | 573,874 | 624,959 |
Goodwill and intangible assets, net | 23,846 | 25,210 |
Other assets | 98,448 | 52,933 |
Total assets | 1,526,379 | 1,726,838 |
Current liabilities: | ||
Short-term debt | 315 | 7,321 |
Accounts payable | 13,673 | 12,784 |
Deferred revenue | 28,163 | 57,637 |
Accrued and other current liabilities | 79,121 | 111,884 |
Total current liabilities | 121,272 | 189,626 |
Deferred tax liabilities | 0 | 40,257 |
Other non-current liabilities | 157,174 | 44,824 |
Total liabilities | 278,446 | 274,707 |
Commitments and contingencies (Note 18) | ||
Series A preferred stock, €0.01, par value: no shares authorized, issued or outstanding at 2016; 52,976,000 shares authorized, issued and outstanding at 2015 | 0 | 705 |
Stockholders' equity: | ||
Common stock, €0.01, par value, 798,096,000 shares authorized: 210,283,042 shares issued and 209,542,050 shares outstanding at 2016 and 745,120,000 shares authorized, 155,661,150 shares issued and 155,146,338 shares outstanding at 2015 | 2,661 | 2,045 |
Additional paid-in capital | 889,375 | 712,486 |
Retained earnings | 400,135 | 531,621 |
Accumulated other comprehensive loss | (31,894) | (25,555) |
Treasury stock (at cost), 740,992 at 2016 and 514,812 shares at 2015 | (12,344) | (9,298) |
Total stockholders' equity | 1,247,933 | 1,211,299 |
Noncontrolling interest | 0 | 240,127 |
Total equity | 1,247,933 | 1,451,426 |
Total liabilities and equity | $ 1,526,379 | $ 1,726,838 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - € / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Common stock, par value per share (EUR per share) | € 0.01 | € 0.01 |
Common stock, shares authorized | 798,096,000 | 745,120,000 |
Common stock, shares, issued | 210,283,042 | 155,661,150 |
Common stock, shares, outstanding | 209,542,050 | 155,146,338 |
Treasury stock, shares at cost | 740,992 | 514,812 |
Series A Preferred Stock | ||
Preferred stock, par value per share (EUR per share) | € 0.01 | € 0.01 |
Preferred stock, shares authorized | 0 | 52,976,000 |
Preferred stock, shares issued | 0 | 52,976,000 |
Preferred stock, shares outstanding | 0 | 52,976,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Equipment rentals and services | $ 85,698 | $ 176,553 | $ 312,132 | $ 610,240 |
Products | 19,416 | 63,330 | 67,414 | 161,384 |
Total revenue | 105,114 | 239,883 | 379,546 | 771,624 |
Cost of revenues, exclusive of depreciation and amortization | ||||
Equipment rentals and services | 47,002 | 72,389 | 155,367 | 242,681 |
Products | 13,237 | 34,174 | 42,594 | 90,081 |
General and administrative expenses | 52,774 | 66,929 | 182,036 | 210,523 |
Depreciation and amortization | 26,545 | 29,032 | 84,278 | 80,743 |
Severance and other charges | 14,534 | 1,186 | 18,858 | 14,208 |
Change in value of contingent consideration | 0 | (1,532) | 0 | (1,532) |
Gain on sale of assets | (46) | (1,392) | (1,095) | (521) |
Operating income (loss) | (48,932) | 39,097 | (102,492) | 135,441 |
Other income (expense): | ||||
Other income | 984 | 918 | 2,145 | 2,976 |
Interest income, net | 646 | 173 | 1,050 | 150 |
Foreign currency loss | (1,696) | (5,329) | (5,907) | (6,563) |
Total other income (expense) | (66) | (4,238) | (2,712) | (3,437) |
Income (loss) before income tax expense (benefit) | (48,998) | 34,859 | (105,204) | 132,004 |
Income tax expense (benefit) | (6,800) | 10,771 | (15,311) | 32,662 |
Net income (loss) | (42,198) | 24,088 | (89,893) | 99,342 |
Net income (loss) attributable to noncontrolling interest | (5,216) | 7,523 | (20,741) | 27,668 |
Net income (loss) attributable to Frank's International N.V. | (36,982) | 16,565 | (69,152) | 71,674 |
Preferred stock dividends | 0 | 0 | (1) | (2) |
Net income (loss) available to Frank's International N.V. common shareholders | $ (36,982) | $ 16,565 | $ (69,153) | $ 71,672 |
Earnings (loss) per common share: | ||||
Basic (in dollars per share) | $ (0.21) | $ 0.11 | $ (0.43) | $ 0.46 |
Diluted (in dollars per share) | $ (0.21) | $ 0.11 | $ (0.43) | $ 0.46 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 177,125 | 154,813 | 162,656 | 154,502 |
Diluted (in shares) | 177,125 | 209,349 | 162,656 | 209,052 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (42,198) | $ 24,088 | $ (89,893) | $ 99,342 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 74 | (3,713) | 1,824 | (12,287) |
Marketable securities: | ||||
Unrealized gain (loss) on marketable securities | (50) | (330) | 1,066 | (1,621) |
Deferred tax asset / liability change | (5) | 137 | (465) | 374 |
Unrealized gain (loss) on marketable securities | (55) | (193) | 601 | (1,247) |
Total other comprehensive income (loss) | 19 | (3,906) | 2,425 | (13,534) |
Comprehensive income (loss) | (42,179) | 20,182 | (87,468) | 85,808 |
Less: Comprehensive income (loss) attributable to noncontrolling interest | (5,264) | 6,527 | (20,180) | 24,216 |
Add: Transfer of MHI interest to FINV attributable to comprehensive loss (See Note 11) | (8,203) | 0 | (8,203) | 0 |
Comprehensive income (loss) attributable to Frank's International N.V. | $ (45,118) | $ 13,655 | $ (75,491) | $ 61,592 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non-controlling Interest |
Balance at beginning of period (in shares) at Dec. 31, 2014 | 154,327 | ||||||
Balance at beginning of period at Dec. 31, 2014 | $ 1,472,536 | $ 2,033 | $ 683,611 | $ 545,357 | $ (14,210) | $ (4,801) | $ 260,546 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 99,342 | 71,674 | 27,668 | ||||
Foreign currency translation adjustments | (12,287) | (9,154) | (3,133) | ||||
Unrealized loss on marketable securities | (1,247) | (928) | (319) | ||||
Equity-based compensation expense | 24,753 | 24,753 | |||||
Distributions to noncontrolling interest | (43,539) | (43,539) | |||||
Common stock dividends ($0.375 per share during 2016 and $0.45 per share during 2015) | (69,573) | (69,573) | |||||
Preferred stock dividends | (2) | (2) | |||||
Common shares issued upon vesting of restricted stock units (in shares) | 1,040 | ||||||
Common shares issued upon vesting of restricted stock units | 0 | $ 12 | (12) | ||||
Common shares issued for ESPP (in shares) | 20 | ||||||
Common shares issued for ESPP | 290 | 290 | |||||
Treasury shares withheld (in shares) | (262) | ||||||
Treasury shares withheld | (4,359) | (4,359) | |||||
Balance at end of period (in shares) at Sep. 30, 2015 | 155,125 | ||||||
Balance at end of period at Sep. 30, 2015 | 1,465,914 | $ 2,045 | 708,642 | 547,456 | (24,292) | (9,160) | 241,223 |
Balance at beginning of period (in shares) at Dec. 31, 2015 | 155,146 | ||||||
Balance at beginning of period at Dec. 31, 2015 | 1,451,426 | $ 2,045 | 712,486 | 531,621 | (25,555) | (9,298) | 240,127 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | (89,893) | (69,152) | (20,741) | ||||
Foreign currency translation adjustments | 1,824 | 1,443 | 381 | ||||
Unrealized loss on marketable securities | 601 | 421 | 180 | ||||
Equity-based compensation expense | 12,356 | 12,356 | |||||
Distributions to noncontrolling interest | (8,027) | (8,027) | |||||
Common stock dividends ($0.375 per share during 2016 and $0.45 per share during 2015) | (62,333) | (62,333) | |||||
Preferred stock dividends | (1) | (1) | |||||
Transfer of MHI interest to FINV | 18,244 | 238,367 | (8,203) | (211,920) | |||
Common shares issued on conversion of Series A preferred stock (in shares) | 52,976 | ||||||
Common shares issued on conversion of Series A preferred stock | 597 | $ 597 | |||||
Common shares issued upon vesting of restricted stock units (in shares) | 1,569 | ||||||
Common shares issued upon vesting of restricted stock units | 0 | $ 18 | (18) | ||||
Tax Receivable Agreement (TRA) and associated deferred taxes | (74,788) | ||||||
Common shares issued for ESPP (in shares) | 76 | ||||||
Common shares issued for ESPP | 973 | $ 1 | 972 | ||||
Treasury shares withheld (in shares) | (225) | ||||||
Treasury shares withheld | (3,046) | (3,046) | |||||
Balance at end of period (in shares) at Sep. 30, 2016 | 209,542 | ||||||
Balance at end of period at Sep. 30, 2016 | $ 1,247,933 | $ 2,661 | $ 889,375 | $ 400,135 | $ (31,894) | $ (12,344) | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (PARENTHETICAL) - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||
Common stock dividends (in dollars per share) | $ 0.375 | $ 0.45 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||
Net income (loss) | $ (89,893) | $ 99,342 |
Adjustments to reconcile net income (loss) to cash provided by operating activities | ||
Depreciation and amortization | 84,278 | 80,743 |
Equity-based compensation expense | 12,356 | 24,753 |
Amortization of deferred financing costs | 123 | 123 |
Deferred tax provision (benefit) | (25,772) | 13,823 |
Provision for bad debts | 10,410 | (122) |
(Gain) loss on sale of assets | (1,095) | (521) |
Changes in fair value of marketable securities | (1,061) | 1,736 |
Unrealized gain on derivative | 296 | 0 |
Change in value of contingent consideration | 0 | (1,532) |
Other | 0 | (3,909) |
Changes in operating assets and liabilities | ||
Accounts receivable | 82,042 | 62,711 |
Inventories | 20,032 | 37,576 |
Other current assets | 5,990 | 11,801 |
Other assets | (4) | 2,479 |
Accounts payable | 474 | 1,162 |
Deferred revenue | (29,479) | (17,672) |
Accrued and other current liabilities | (28,556) | (17,991) |
Other non-current liabilities | (12,295) | 885 |
Net cash provided by operating activities | 27,846 | 295,387 |
Cash flows from investing activities | ||
Acquisition of Timco Services, Inc. (net of acquired cash) | 0 | (78,676) |
Purchases of property, plant and equipment | (29,777) | (88,296) |
Proceeds from sale of assets and equipment | 2,235 | 3,100 |
Proceeds from sale of investments | 11,101 | 0 |
Purchase of marketable securities | (921) | (94) |
Net cash used in investing activities | (17,362) | (163,966) |
Cash flows from financing activities | ||
Repayments of borrowings | (7,120) | (57) |
Proceeds from borrowings | 318 | 0 |
Costs of Series A convertible preferred stock conversion to common stock | (595) | 0 |
Dividends paid on common stock | (62,333) | (69,573) |
Dividends paid on preferred stock | (1) | (2) |
Distribution to noncontrolling interest | (8,027) | (43,539) |
Treasury shares withheld | (3,046) | (4,359) |
Proceeds from the issuance of ESPP shares | 973 | 290 |
Net cash used in financing activities | (79,831) | (117,240) |
Effect of exchange rate changes on cash | (3,162) | 3,518 |
Net increase (decrease) in cash | (72,509) | 17,699 |
Cash and cash equivalents at beginning of period | 602,359 | 489,354 |
Cash and cash equivalents at end of period | $ 529,850 | $ 507,053 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
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 condensed consolidated financial statements of FINV for the three and nine months ended September 30, 2016 and 2015 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 condensed consolidated financial statements. Our accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The Consolidated Balance Sheet at December 31, 2015 is derived from audited financial statements. However, 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, 2015 , which are included in our most recent Annual Report on Form 10-K filed with the Securities Exchange Commission ("SEC") on February 29, 2016 . In the opinion of management, these condensed consolidated 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 condensed 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 were either determined to be not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. In August 2016, the FASB issued new accounting guidance for classification of certain cash receipts and cash payments in the statement of cash flows. The objective of the guidance is to reduce the existing diversity in practice related to the presentation and classification of certain cash receipts and cash payments. The guidance addresses eight specific cash flow issues including but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and proceeds from the settlement of corporate-owned life insurance policies. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is retrospective for all periods presented. Early adoption is permitted including for interim periods. Management is evaluating the provisions of this new accounting guidance including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In March 2016, the FASB issued accounting guidance on equity compensation, which simplifies the accounting for the taxes related to equity-based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The ASU also gives an option to recognize actual forfeitures when they occur and clarifies the statement of cash flow presentation for certain components of share-based awards. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 31, 2016. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In February 2016, the FASB issued accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; early application is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. In January 2016, the FASB issued accounting guidance on the recognition and measurement of financial assets and financial liabilities. Under this guidance, equity investments will be measured at fair value with changes in fair value recognized in net income. The guidance requires public businesses to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. The guidance also eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The guidance is not applicable to equity investments accounted for under the equity method of accounting. The guidance is effective for interim and annual periods beginning after December 15, 2017. Management does not believe the adoption will have a material impact on our consolidated financial statements. In July 2015, the FASB issued accounting guidance on simplifying the measurement of inventory. Under this guidance, inventory will be measured at the lower of cost and net realizable value. Options that currently exist for market value will be eliminated. The guidance defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. This guidance will be effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. Management is evaluating the provisions of this statement and has not determined what impact the adoption of the new accounting guidance will have on our consolidated financial statements. In February 2015, the FASB issued guidance on the amendments to the consolidation analysis, which affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interest in legal entities that are required to comply with or operate in accordance with requirements that are similar to those for registered money market funds. We adopted this guidance on January 1, 2016 and the adoption did not 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. We adopted this guidance on January 1, 2016 and the adoption did not have a material impact on our consolidated financial statements. In August 2014, the FASB issued accounting guidance on the disclosure of uncertainties about an entity's ability to continue as a going concern. This update requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. We are currently assessing the impact of the adoption of this guidance on our consolidated financial position and results of operations. 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 July 9, 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB will also permit 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. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2016 | |
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 condensed consolidated balance sheet with respect to the remaining economic interest in FICV held by Mosing Holdings, Inc. ("MHI"). Net income (loss) attributable to noncontrolling interest on the statements of operations represents the portion of earnings or losses attributable to the economic interest in FICV held by MHI. The allocable domestic income (loss) from FICV to FINV is subject to U.S. taxation. Effective with the August 2016 conversion of all of MHI's Series A preferred stock (see Note 11 – Preferred Stock), MHI transferred all its interest in FICV to us. As a result, the amount included in net income (loss) attributable to noncontrolling interest for the three and nine months ended September 30, 2016 is through August 26, 2016. A reconciliation of net income (loss) attributable to noncontrolling interest is detailed as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Net income (loss) $ (42,198 ) $ 24,088 $ (89,893 ) $ 99,342 Add: Net loss after MHI contributed interest to FINV (1) 18,355 — 18,355 — Add: Provision (benefit) for U.S. income taxes of FINV (2) 3,078 4,570 (10,414 ) 11,645 Less: (Income) loss of FINV (3) 97 903 23 (2,487 ) Net income (loss) subject to noncontrolling interest (20,668 ) 29,561 (81,929 ) 108,500 Noncontrolling interest percentage (4) 25.2 % 25.4 % 25.2 % 25.4 % Net income (loss) attributable to noncontrolling interest $ (5,216 ) $ 7,523 $ (20,741 ) $ 27,668 (1) Represents net loss after August 26, 2016 when MHI transferred its interest to FINV. (2) Represents income tax expense (benefit) of entities outside of FICV as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016. (3) Represents results of operations for entities outside of FICV as of August 26, 2016. (4) Represents the economic interest in FICV held by MHI before the preferred stock conversion on August 26, 2016. This percentage changed as additional shares of FINV common stock were issued. Effective August 26, 2016, MHI delivered its economic interest in FICV to us. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On April 1, 2015, Frank’s International, LLC, a Texas limited liability company (“Frank’s LLC”) and an indirect wholly-owned subsidiary of FICV closed on a transaction, which was not a significant acquisition, 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) approximately $81.0 million inclusive of a tax reimbursement payment of $8.0 million as well as closing adjustments for normal operating activity and customary purchase price adjustments 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. As of September 30, 2016 , the contingent consideration had a fair value of approximately $7.0 thousand . In addition, each party agreed to indemnify the other for breaches of representations and warranties, breaches of covenants and certain other matters, subject to certain exceptions. The Timco acquisition was accounted for as a business combination in accordance with accounting guidance. The purchase price is allocated to the fair value of assets acquired and liabilities assumed based on a discounted cash flow model and goodwill is recognized for the excess consideration transferred over the fair value of the net assets. We recognized $4.9 million of goodwill. The goodwill was assigned to the U.S. Services segment and is deductible for tax purposes. The purchase price allocation was finalized during the fourth quarter of 2015. In connection with the Timco acquisition, we acquired intangible assets in the amount of $7.9 million related to customer relationships, trade names and non-compete clauses. The intangible assets are amortized over their estimated useful lives. Amortization expense for the intangible assets for the Timco acquisition was $0.5 million for each of the three months ended September 30, 2016 and 2015 and $1.4 million and $0.9 million for the nine months ended September 30, 2016 and 2015 , respectively. |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable at September 30, 2016 and December 31, 2015 were as follows (in thousands): September 30, December 31, 2016 2015 Trade accounts receivable, net of allowance of $12,260 and $2,528, respectively $ 95,713 $ 166,256 Unbilled revenue 25,442 40,033 Taxes receivable 30,900 34,163 Affiliated (1) 750 3,966 Other receivables 2,558 1,773 Total accounts receivable $ 155,363 $ 246,191 (1) Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at September 30, 2016 and December 31, 2015 were as follows (in thousands): September 30, December 31, 2016 2015 Pipe and connectors $ 111,566 $ 137,245 Finished goods 4,207 4,020 Work in progress 5,739 5,230 Raw materials, components and supplies 15,104 14,768 Total inventories $ 136,616 $ 161,263 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The following is a summary of property, plant and equipment at September 30, 2016 and December 31, 2015 (in thousands): Estimated Useful Lives in Years September 30, December 31, Land — $ 14,446 $ 10,119 Land improvements 8-15 9,379 9,289 Buildings and improvements 39 70,715 74,152 Rental machinery and equipment 7 910,720 898,134 Machinery and equipment - other 7 60,278 60,250 Furniture, fixtures and computers 5 18,197 18,240 Automobiles and other vehicles 5 41,962 48,402 Aircraft 7 16,267 16,267 Leasehold improvements 7-15, or lease term if shorter 8,043 7,947 Construction in progress - machinery and equipment and buildings — 111,260 102,432 1,261,267 1,245,232 Less: Accumulated depreciation (687,393 ) (620,273 ) Total property, plant and equipment, net $ 573,874 $ 624,959 |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets at September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Marketable securities held in Rabbi Trust (1) $ 36,135 $ 45,254 Deferred tax asset (2) 54,045 536 Deposits 2,307 2,031 Other 5,961 5,112 Total other assets $ 98,448 $ 52,933 (1) See Note 10 – Fair Value Measurements (2) See Note 16 – Income Taxes |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities Accrued and other current liabilities at September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Accrued compensation $ 15,919 $ 25,281 Accrued property and other taxes 23,011 23,790 Accrued severance and other charges 15,436 22,244 Income taxes 4,746 7,385 Accrued inventory — 5,281 Accrued medical claims 2,042 4,141 Accrued purchase orders 1,680 5,562 Other 16,287 18,200 Total accrued and other current liabilities $ 79,121 $ 111,884 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Facility We have a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million in 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 to $150.0 million . At September 30, 2016 and December 31, 2015 , we had no outstanding indebtedness under the Credit Facility. In addition, we had $3.8 million and $4.7 million in letters of credit outstanding as of September 30, 2016 and December 31, 2015 , respectively. If our Adjusted EBITDA levels do not increase in future quarters, our borrowing capacity under the Credit Facility could be reduced. 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 (i) the prime rate as published in the Wall Street Journal, (ii) the Federal Funds Effective Rate plus 0.50% or (iii) 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 ranging from 0.250% to 0.375% based on certain leverage ratios. 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 September 30, 2016 , 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. AFCO Credit Corporation - Insurance Notes Payable In 2015, we entered into a note to finance annual insurance premiums for $7.6 million . The note bears interest at an annual rate of 1.9% and will mature in October 2016. At September 30, 2016 , we had no outstanding balance. At December 31, 2015, the total outstanding balance was $6.9 million . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 and December 31, 2015 were as follows (in thousands): Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total September 30, 2016 Assets: Investments available-for-sale: Marketable securities - deferred compensation plan $ — $ 36,135 $ — $ 36,135 Marketable securities - other 3,616 — — 3,616 Liabilities: Derivative financial instruments — 86 — 86 Marketable securities - deferred compensation plan — 31,204 — 31,204 December 31, 2015 Assets: Derivative financial instruments $ — $ 210 $ — $ 210 Investments available-for-sale: Marketable securities - deferred compensation plan — 45,254 — 45,254 Marketable securities - other 2,387 — — 2,387 Liabilities: Marketable securities - deferred compensation plan — 43,568 — 43,568 Our derivative financial instruments consist of short-duration foreign currency forward contracts. The fair value of derivative financial instruments is based on quoted market values including foreign exchange forward rates and interest rates. The fair value is computed by discounting the projected future cash flow amounts to present value. At September 30, 2016 and December 31, 2015 , derivative financial instruments are included in accrued and other current liabilities and accounts receivable, net, respectively, in our condensed consolidated balance sheets. 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 are included in other assets on the condensed 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. Other Fair Value Considerations The carrying values on our condensed 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 | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock At December 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 had a liquidation preference equal to its par value of €0.01 per share and was entitled to an annual dividend equal to 0.25% of its par value. We paid the annual dividend for the year ended December 31, 2015 of $1,476 on June 3, 2016. Additionally, each share of Preferred Stock entitled its holder to one vote. Preferred stockholders voted with the common stockholders as a single class on all matters presented to FINV's shareholders for their vote. Before the conversion, MHI had 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 would decrease the noncontrolling interest in our financial statements that was attributable to MHI's interest in FICV. On August 19, 2016, we received notice from MHI that it was exercising its right to exchange, for 52,976,000 common shares, each of the following securities: (i) 52,976,000 shares of Preferred Stock and (ii) 52,976,000 units in FICV. On August 26, 2016, we issued 52,976,000 common shares to MHI. Upon conversion of the Preferred Stock, we had no issued or outstanding convertible preferred shares and the number of common shares of authorized capital was increased by 52,976,000 shares, equal to the number of convertible preferred shares that were converted into common shares. Additionally, upon the exchange of the convertible preferred stock, MHI was entitled to receive an amount in cash equal to the nominal value of each convertible preferred share plus any accrued but unpaid dividends with respect to such stock. The cash payment of $0.6 million was paid on September 23, 2016. In conjunction with the conversion, MHI delivered its interest in FICV to us and no longer owns any interest in FICV. As a result of the transaction, we have also reallocated the accumulated other comprehensive loss attributable to the noncontrolling interest. The Preferred Stock was classified outside of permanent equity in our condensed consolidated balance sheet at its redemption value of par plus accrued and unpaid dividends because the conversion provisions were not solely within our control. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives In December 2015, we began entering into short-duration foreign currency forward derivative contracts to reduce the risk of foreign currency fluctuations. We use these instruments to mitigate our exposure to non-local currency operating working capital. We record these contracts at fair value on our condensed consolidated balance sheets. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our condensed consolidated statements of operations. As of September 30, 2016 and December 31, 2015 , we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands): September 30, 2016 Notional Contractual Settlement Derivative Contracts Amount Exchange Rate Date Canadian dollar $ 4,597 1.3052 12/12/2016 Euro 4,280 1.1264 12/13/2016 Euro 2,304 1.1240 10/14/2016 Norwegian kroner 6,041 8.2766 12/13/2016 Pound sterling 5,702 1.3260 12/13/2016 December 31, 2015 Notional Contractual Settlement Derivative Contracts Amount Exchange Rate Date Canadian dollar $ 5,091 1.3751 1/13/2016 Euro 19,706 1.0948 1/13/2016 Norwegian kroner 11,498 8.6973 1/13/2016 Pound sterling 7,516 1.5031 1/13/2016 The following table summarizes the location and fair value amounts of all derivative contracts in the condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015 (in thousands): Derivatives not Designated as Hedging Instruments Consolidated Balance Sheet Location September 30, 2016 December 31, 2015 Foreign currency contracts Accounts receivable, net $ — $ 210 Foreign currency contracts Accrued and other current liabilities (86 ) — The following table summarizes the location and amounts of the realized and unrealized losses on derivative contracts in the condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Derivatives not Designated as Hedging Instruments Location of Loss Recognized in Income on Derivative Contracts 2016 2015 2016 2015 Unrealized loss on foreign currency contracts Other income $ (615 ) $ — $ (296 ) $ — Realized gain (loss) on foreign currency contracts Other income 511 — (1,068 ) — Total net income (loss) on foreign currency contracts $ (104 ) $ — $ (1,364 ) $ — Our derivative transactions are governed through International Swaps and Derivatives Association ("ISDA") master agreements. These agreements include stipulations regarding the right of offset in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties. Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists. The following table presents the gross and net fair values of our derivatives at September 30, 2016 and December 31, 2015 (in thousands): Derivative Asset Positions Derivative Liability Positions September 30, 2016 December 31, 2015 September 30, 2016 December 31, 2015 Gross position - asset / (liability) $ 1 $ 316 $ 1 $ (106 ) Netting adjustment (1 ) (106 ) (87 ) 106 Net position - asset / (liability) $ — $ 210 $ (86 ) $ — |
Treasury Stock
Treasury Stock | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Treasury Stock | Treasury Stock At September 30, 2016 , common shares held in treasury totaled 740,992 with a cost of $12.3 million and at December 31, 2015, common shares held in treasury totaled 514,812 shares with a cost of $9.3 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 | 9 Months Ended |
Sep. 30, 2016 | |
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 company. Rent expense related to these leases was $1.8 million and $2.5 million for each of the three months ended September 30, 2016 and 2015 , respectively, and $6.2 million and $6.5 million for the nine months ended September 30, 2016 and 2015 , 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. The WA agreements reflect both dry lease and wet lease rental, whereby we are charged a flat monthly fee primarily for crew, hangar, maintenance and administration costs in addition to other variable costs for fuel and maintenance. We also earn charter income from third party usage through a revenue sharing agreement. We recorded net charter expense of $0.3 million and net charter revenue of $0.1 million for the three months ended September 30, 2016 and 2015 , respectively, and net charter expense of $0.8 million and $0.7 million for the nine months ended September 30, 2016 and 2015 , respectively. Tax Receivable Agreement MHI and its permitted transferees converted all of its Preferred Stock into shares of our common stock on a one -for-one basis on August 26, 2016, 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 will make an election under Section 754 of the Code. Pursuant to the Section 754 election, the Conversion will result in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV now held by FINV. These adjustments will be allocated to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent this Conversion. The 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 Conversion 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. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in either FICV or FINV. We will retain the remaining 15% of cash savings, if any. As of September 30, 2016 our estimated TRA liability was $124.6 million . This represents 85% of the future cash savings expected from the utilization of the original basis adjustments plus subsequent basis adjustments that will result from payments under the TRA agreement. The estimation of the TRA liability is by its nature imprecise and subject to significant assumptions regarding the amount and timing of taxable income in the future and the tax rates then applicable. The time period over which the cash savings is expected to be realized is estimated to be over 20 years . Based on FINV’s forecasted tax loss for the 2016 tax year, no payment under the TRA is expected for 2016. 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 FINV elects to exercise its sole right to terminate the TRA 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 September 30, 2016 , the estimated termination payment would be approximately $ 105.3 million (calculated using a discount rate of 4.96% ). 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 or 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 (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share Basic earnings (loss) per common share is determined by dividing net income (loss), less preferred stock dividends, by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is determined by dividing net income (loss) 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 ESPP shares. Through August 26, 2016, the date of the conversion of all of MHI's Preferred Stock and MHI's transfer of interest in FICV to us (see Note 11 – Preferred Stock), the diluted earnings (loss) per share calculation assumed the conversion of 100% of our outstanding Preferred Stock on an as if converted basis. Accordingly, the numerator was 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 (loss) per share calculations (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Numerator - Basic Net income (loss) $ (42,198 ) $ 24,088 $ (89,893 ) $ 99,342 Less: Net (income) loss attributable to noncontrolling interest 5,216 (7,523 ) 20,741 (27,668 ) Less: Preferred stock dividends — — (1 ) (2 ) Net income (loss) available to common shareholders $ (36,982 ) $ 16,565 $ (69,153 ) $ 71,672 Numerator - Diluted Net (loss) attributable to common shareholders $ (36,982 ) $ 16,565 $ (69,153 ) $ 71,672 Add: Net income attributable to noncontrolling interest (1), (2) — 5,911 — 23,513 Add: Preferred stock dividends (2) — — — 2 Dilutive net income (loss) available to common shareholders $ (36,982 ) $ 22,476 $ (69,153 ) $ 95,187 Denominator Basic weighted average common shares 177,125 154,813 162,656 154,502 Exchange of noncontrolling interest for common stock (Note 11), (2) — 52,976 — 52,976 Restricted stock units (2) — 1,559 — 1,573 Stock to be issued pursuant to ESPP (2) — 1 — 1 Diluted weighted average common shares 177,125 209,349 162,656 209,052 Earnings (loss) per common share: Basic $ (0.21 ) $ 0.11 $ (0.43 ) $ 0.46 Diluted $ (0.21 ) $ 0.11 $ (0.43 ) $ 0.46 (1) Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock $ — $ 1,612 $ — $ 4,155 (2) Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted earnings (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss. 32,977 — 47,273 — |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For interim financial reporting, we estimate the annual tax rate based on projected pre-tax income (loss) for the full year and record a quarterly income tax provision (benefit) in accordance with accounting guidance for income taxes. As the year progresses, we refine the estimate of the year's pre-tax income (loss) 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 13.9% and 30.9% for the three months ended September 30, 2016 and 2015 , respectively, and 14.6% and 24.7% for the nine months ended September 30, 2016 and 2015 , respectively. The lower rates are primarily a result of a decrease in taxable income and a change in jurisdictional mix. 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 September 30, 2016 , we had a deferred tax asset in the amount of $54.0 million . For the quarter ended June 30, 2016, we had a deferred tax liability of $31.3 million . The change relates primarily to MHI’s conversion of preferred shares into common shares on August 26, 2016. (See Note 11 – Preferred Stock.) In conjunction with the conversion, MHI delivered its interest in FICV to us and no longer owns any interest in FICV. At the conversion date, FINV recorded a deferred tax asset in the amount of $18.7 million related to the excess of tax over book basis in its investment in FICV. In addition, we recorded a deferred tax asset in the amount of $49.9 million related to the future increases in tax basis that will result from the payment of the TRA liability. (See Note 14 – Related Party Transactions.) Other changes in the deferred tax balance result from the recording of the 2015 return to provision adjustment and normal provision of taxes for the 2016 tax year. As of September 30, 2016 , there were no significant changes to our unrecognized tax benefits as reported in our audited financial statements for the year ended December 31, 2015 . |
Severance and Other Charges
Severance and Other Charges | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Severance and Other Charges | Severance and Other Charges During 2015, we executed a workforce reduction plan as part of our cost savings initiatives due to depressed oil and gas prices. During 2016, we have continued to take steps to adjust our workforce to meet the depressed demand in the industry. The reduction was communicated to affected employees on various dates. Also, the then Chairman of the board of supervisory directors (who also held the role of Executive Chairman of our company) transitioned to a non-executive director of the supervisory board effective as of December 31, 2015. At September 30, 2016 , our outstanding accrual was approximately $15.4 million and included severance payments, other employee-related termination costs and lease termination fees. Below is a reconciliation of the beginning and ending liability balance (in thousands): International Services U.S. Services Tubular Sales Total Beginning balance, December 31, 2015 $ 78 $ 22,166 $ — $ 22,244 Additions for costs expensed 10,608 8,065 185 18,858 Other adjustments — (535 ) 535 — Severance and other payments (3,886 ) (21,254 ) (526 ) (25,666 ) Ending balance, September 30, 2016 $ 6,800 $ 8,442 $ 194 $ 15,436 We expect to pay a significant portion of the remaining liability no later than the fourth quarter of 2016. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 and December 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. We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act, our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the U.S. Securities and Exchange Commission, the United States Department of Justice and other governmental entities. While our review does not currently indicate that there has been any material impact on our previously filed financial statements, we continue to collect information and are unable to predict the ultimate resolution of these matters with these agencies. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
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 and distributes large outside diameter ("OD") pipe, connectors and casing attachments and sells large OD pipe originally manufactured by various pipe mills. 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 net income (loss) 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, equity-based compensation, unrealized and realized gain or loss, other non-cash adjustments and unusual 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 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 net income (loss) (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Segment Adjusted EBITDA: International Services $ 4,532 $ 39,157 $ 31,752 $ 146,752 U.S. Services (7,933 ) 18,251 (18,433 ) 79,914 Tubular Sales 165 15,985 1,343 27,082 Corporate and other 159 12 361 37 Adjusted EBITDA Total (3,077 ) 73,405 15,023 253,785 Interest income, net 646 173 1,050 150 Income tax benefit (expense) 6,800 (10,771 ) 15,311 (32,662 ) Depreciation and amortization (26,545 ) (29,032 ) (84,278 ) (80,743 ) Gain on sale of assets 46 1,392 1,095 521 Foreign currency loss (1,696 ) (5,329 ) (5,907 ) (6,563 ) Equity-based compensation expense (3,828 ) (6,096 ) (12,356 ) (22,470 ) Severance and other charges (14,534 ) (1,186 ) (18,858 ) (14,208 ) Change in value of contingent consideration — 1,532 — 1,532 Unrealized and realized gains (losses) (10 ) — (973 ) — Net income (loss) $ (42,198 ) $ 24,088 $ (89,893 ) $ 99,342 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 Services U.S. Services Tubular Sales Corporate and Other Total Three Months Ended September 30, 2016 Revenue from external customers $ 51,028 $ 34,057 $ 20,029 $ — $ 105,114 Inter-segment revenues (1 ) 3,641 5,036 (8,676 ) — Adjusted EBITDA 4,532 (7,933 ) 165 159 (3,077 ) Three Months Ended September 30, 2015 Revenue from external customers $ 103,076 $ 74,417 $ 62,390 $ — $ 239,883 Inter-segment revenues 102 5,654 7,188 (12,944 ) — Adjusted EBITDA 39,157 18,251 15,985 12 73,405 Nine Months Ended September 30, 2016 Revenue from external customers $ 191,440 $ 119,955 $ 68,151 $ — $ 379,546 Inter-segment revenues 45 11,691 15,053 (26,789 ) — Adjusted EBITDA 31,752 (18,433 ) 1,343 361 15,023 Nine Months Ended September 30, 2015 Revenue from external customers $ 349,918 $ 262,120 $ 159,586 $ — $ 771,624 Inter-segment revenues 709 20,211 29,622 (50,542 ) — Adjusted EBITDA 146,752 79,914 27,082 37 253,785 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On October 6, 2016, we announced that we entered into a definitive merger agreement (“Merger Agreement”) to acquire Blackhawk Group Holdings, Inc. (“Blackhawk”). Blackhawk is the ultimate parent of Blackhawk Specialty Tools LLC, a leading provider of well construction and well intervention services and products. Certain investment funds affiliated with Bain Capital Partners LLC (collectively “Bain Capital”) currently own approximately 70% of the capital stock of Blackhawk. Concurrently with the execution and delivery of the Merger Agreement, Bain Capital and other stockholders of Blackhawk delivered a written consent adopting the Merger Agreement with respect to the shares of Blackhawk capital stock owned by them. Pursuant to the Merger Agreement, by and among us, FI Tools Holdings, LLC, our newly formed subsidiary (“Merger Sub”), Blackhawk and Bain Capital Private Equity, LP, solely in its capacity as stakeholder representative, Merger Sub will merge with and into Blackhawk, with Blackhawk surviving the Merger as our wholly-owned subsidiary. The merger consideration comprises a combination of approximately $150.4 million of cash on hand and approximately 12.8 million shares of our common stock (“Common Stock”), on a cash-free, debt-free basis (with approximately $79.5 million of Blackhawk debt being repaid at closing with proceeds from the transaction), for total consideration of approximately $294.4 million (based on our closing share price on October 31, 2016 of $11.25 and including the working capital adjustment). On November 1, 2016, we completed our previously announced acquisition of Blackhawk. Due to the short amount of time that has elapsed from the closing of the acquisition, the initial accounting for the business combination is incomplete at this time. As a result, we are unable to provide amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed, including the information required for intangible assets and goodwill. In conjunction with the closing, we have placed certain of the shares of Common Stock comprising the equity consideration in escrow as partial security for Blackhawk’s indemnity obligations under the Merger Agreement, which include indemnities for our benefit for breaches of Blackhawk’s representations, warranties and covenants and certain other matters (subject to certain limitations). The Merger Agreement contains caps on certain losses arising under the Merger Agreement of up to approximately 17% of the aggregate transaction value. Such caps do not apply to fraud or intentional misconduct. Portions of the escrow will also apply to post-closing working capital adjustments. The completion of the Merger was subject to a number of closing conditions, including among others, (i) the expiration or termination of applicable U.S. anti-trust laws and the waiting period and receipt of Brazilian merger control approvals, (ii) subject to certain exceptions, the accuracy of the representations and warranties and material compliance with covenants, (iii) the absence of any event, circumstance or change that would have a material adverse effect on Blackhawk and (iv) delivery of various closing documentation. The Merger Agreement also contained certain termination rights for both us and Blackhawk, including a right to terminate if the Merger was not consummated by December 5, 2016 (subject to certain exceptions). In connection with the delivery of shares of Common Stock at closing, we will enter into a Registration Rights Agreement with Bain Capital and certain other stockholders of Blackhawk, pursuant to which, among other things, we will register the resale of the shares of Common Stock issued to such stockholders of Blackhawk. In addition, Bain Capital will have certain demand registration rights with respect to underwritten offerings that may be undertaken by Bain Capital following the closing. In connection with the grant of these demand rights, we have agreed to seek waivers from certain stockholders who were previously granted certain piggyback registration rights pursuant to a certain previous registration rights agreement, dated August 14, 2013. If we are unable to obtain the requisite approvals for such waiver and the holders of the pre-existing piggyback registration rights exercise those rights in respect of an underwritten offering by Bain Capital, we have agreed to either (i) repurchase a number of shares of Common Stock from Bain Capital equal to $50 million less any shares actually sold by Bain Capital in its underwritten offering (such repurchase may be funded through a primary issuance of shares of Common Stock by us, in our discretion) or (ii) purchase such number of shares of Common Stock from the pre-existing holders of the piggyback registration rights such that Bain Capital would no longer be required to reduce the number of shares it proposed to include in its underwritten offering below $50 million . All expenses incident to such registrations will be borne by us. The Merger Agreement and related transaction documents contain representations, warranties, covenants and conditions customary for a transaction of this nature. The representations and warranties set forth in the Merger Agreement and related transaction documents were made by the parties to each other as of specific dates and to evidence their agreement on various issues, and were made solely for purposes of the Merger and may be subject to important qualifications and limitations or other factors agreed to by the parties in connection with negotiating the terms of the Merger. Based on the foregoing, one should not rely on the representations, warranties and disclosures included in the Merger Agreement or related transaction documents as statements of fact. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements of FINV for the three and nine months ended September 30, 2016 and 2015 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 condensed consolidated financial statements. Our accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The Consolidated Balance Sheet at December 31, 2015 is derived from audited financial statements. However, 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, 2015 , which are included in our most recent Annual Report on Form 10-K filed with the Securities Exchange Commission ("SEC") on February 29, 2016 . In the opinion of management, these condensed consolidated 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 condensed 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 were either determined to be not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. In August 2016, the FASB issued new accounting guidance for classification of certain cash receipts and cash payments in the statement of cash flows. The objective of the guidance is to reduce the existing diversity in practice related to the presentation and classification of certain cash receipts and cash payments. The guidance addresses eight specific cash flow issues including but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and proceeds from the settlement of corporate-owned life insurance policies. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is retrospective for all periods presented. Early adoption is permitted including for interim periods. Management is evaluating the provisions of this new accounting guidance including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In March 2016, the FASB issued accounting guidance on equity compensation, which simplifies the accounting for the taxes related to equity-based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The ASU also gives an option to recognize actual forfeitures when they occur and clarifies the statement of cash flow presentation for certain components of share-based awards. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 31, 2016. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In February 2016, the FASB issued accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; early application is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. In January 2016, the FASB issued accounting guidance on the recognition and measurement of financial assets and financial liabilities. Under this guidance, equity investments will be measured at fair value with changes in fair value recognized in net income. The guidance requires public businesses to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. The guidance also eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The guidance is not applicable to equity investments accounted for under the equity method of accounting. The guidance is effective for interim and annual periods beginning after December 15, 2017. Management does not believe the adoption will have a material impact on our consolidated financial statements. In July 2015, the FASB issued accounting guidance on simplifying the measurement of inventory. Under this guidance, inventory will be measured at the lower of cost and net realizable value. Options that currently exist for market value will be eliminated. The guidance defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. This guidance will be effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. Management is evaluating the provisions of this statement and has not determined what impact the adoption of the new accounting guidance will have on our consolidated financial statements. In February 2015, the FASB issued guidance on the amendments to the consolidation analysis, which affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interest in legal entities that are required to comply with or operate in accordance with requirements that are similar to those for registered money market funds. We adopted this guidance on January 1, 2016 and the adoption did not 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. We adopted this guidance on January 1, 2016 and the adoption did not have a material impact on our consolidated financial statements. In August 2014, the FASB issued accounting guidance on the disclosure of uncertainties about an entity's ability to continue as a going concern. This update requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. We are currently assessing the impact of the adoption of this guidance on our consolidated financial position and results of operations. 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 July 9, 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB will also permit 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. |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Schedule of Net Income Attributable to Noncontrolling Interest | A reconciliation of net income (loss) attributable to noncontrolling interest is detailed as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Net income (loss) $ (42,198 ) $ 24,088 $ (89,893 ) $ 99,342 Add: Net loss after MHI contributed interest to FINV (1) 18,355 — 18,355 — Add: Provision (benefit) for U.S. income taxes of FINV (2) 3,078 4,570 (10,414 ) 11,645 Less: (Income) loss of FINV (3) 97 903 23 (2,487 ) Net income (loss) subject to noncontrolling interest (20,668 ) 29,561 (81,929 ) 108,500 Noncontrolling interest percentage (4) 25.2 % 25.4 % 25.2 % 25.4 % Net income (loss) attributable to noncontrolling interest $ (5,216 ) $ 7,523 $ (20,741 ) $ 27,668 (1) Represents net loss after August 26, 2016 when MHI transferred its interest to FINV. (2) Represents income tax expense (benefit) of entities outside of FICV as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016. (3) Represents results of operations for entities outside of FICV as of August 26, 2016. (4) Represents the economic interest in FICV held by MHI before the preferred stock conversion on August 26, 2016. This percentage changed as additional shares of FINV common stock were issued. Effective August 26, 2016, MHI delivered its economic interest in FICV to us. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable at September 30, 2016 and December 31, 2015 were as follows (in thousands): September 30, December 31, 2016 2015 Trade accounts receivable, net of allowance of $12,260 and $2,528, respectively $ 95,713 $ 166,256 Unbilled revenue 25,442 40,033 Taxes receivable 30,900 34,163 Affiliated (1) 750 3,966 Other receivables 2,558 1,773 Total accounts receivable $ 155,363 $ 246,191 (1) Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at September 30, 2016 and December 31, 2015 were as follows (in thousands): September 30, December 31, 2016 2015 Pipe and connectors $ 111,566 $ 137,245 Finished goods 4,207 4,020 Work in progress 5,739 5,230 Raw materials, components and supplies 15,104 14,768 Total inventories $ 136,616 $ 161,263 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following is a summary of property, plant and equipment at September 30, 2016 and December 31, 2015 (in thousands): Estimated Useful Lives in Years September 30, December 31, Land — $ 14,446 $ 10,119 Land improvements 8-15 9,379 9,289 Buildings and improvements 39 70,715 74,152 Rental machinery and equipment 7 910,720 898,134 Machinery and equipment - other 7 60,278 60,250 Furniture, fixtures and computers 5 18,197 18,240 Automobiles and other vehicles 5 41,962 48,402 Aircraft 7 16,267 16,267 Leasehold improvements 7-15, or lease term if shorter 8,043 7,947 Construction in progress - machinery and equipment and buildings — 111,260 102,432 1,261,267 1,245,232 Less: Accumulated depreciation (687,393 ) (620,273 ) Total property, plant and equipment, net $ 573,874 $ 624,959 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets at September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Marketable securities held in Rabbi Trust (1) $ 36,135 $ 45,254 Deferred tax asset (2) 54,045 536 Deposits 2,307 2,031 Other 5,961 5,112 Total other assets $ 98,448 $ 52,933 (1) See Note 10 – Fair Value Measurements (2) See Note 16 – Income Taxes |
Accrued and Other Current Lia35
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities at September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Accrued compensation $ 15,919 $ 25,281 Accrued property and other taxes 23,011 23,790 Accrued severance and other charges 15,436 22,244 Income taxes 4,746 7,385 Accrued inventory — 5,281 Accrued medical claims 2,042 4,141 Accrued purchase orders 1,680 5,562 Other 16,287 18,200 Total accrued and other current liabilities $ 79,121 $ 111,884 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 and December 31, 2015 were as follows (in thousands): Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total September 30, 2016 Assets: Investments available-for-sale: Marketable securities - deferred compensation plan $ — $ 36,135 $ — $ 36,135 Marketable securities - other 3,616 — — 3,616 Liabilities: Derivative financial instruments — 86 — 86 Marketable securities - deferred compensation plan — 31,204 — 31,204 December 31, 2015 Assets: Derivative financial instruments $ — $ 210 $ — $ 210 Investments available-for-sale: Marketable securities - deferred compensation plan — 45,254 — 45,254 Marketable securities - other 2,387 — — 2,387 Liabilities: Marketable securities - deferred compensation plan — 43,568 — 43,568 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Foreign Currency Derivative Contracts | As of September 30, 2016 and December 31, 2015 , we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands): September 30, 2016 Notional Contractual Settlement Derivative Contracts Amount Exchange Rate Date Canadian dollar $ 4,597 1.3052 12/12/2016 Euro 4,280 1.1264 12/13/2016 Euro 2,304 1.1240 10/14/2016 Norwegian kroner 6,041 8.2766 12/13/2016 Pound sterling 5,702 1.3260 12/13/2016 December 31, 2015 Notional Contractual Settlement Derivative Contracts Amount Exchange Rate Date Canadian dollar $ 5,091 1.3751 1/13/2016 Euro 19,706 1.0948 1/13/2016 Norwegian kroner 11,498 8.6973 1/13/2016 Pound sterling 7,516 1.5031 1/13/2016 |
Schedule of Fair Value by Balance Sheet Location | The following table summarizes the location and fair value amounts of all derivative contracts in the condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015 (in thousands): Derivatives not Designated as Hedging Instruments Consolidated Balance Sheet Location September 30, 2016 December 31, 2015 Foreign currency contracts Accounts receivable, net $ — $ 210 Foreign currency contracts Accrued and other current liabilities (86 ) — |
Impact of Derivatives Instruments on the Income Statement | The following table summarizes the location and amounts of the realized and unrealized losses on derivative contracts in the condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Derivatives not Designated as Hedging Instruments Location of Loss Recognized in Income on Derivative Contracts 2016 2015 2016 2015 Unrealized loss on foreign currency contracts Other income $ (615 ) $ — $ (296 ) $ — Realized gain (loss) on foreign currency contracts Other income 511 — (1,068 ) — Total net income (loss) on foreign currency contracts $ (104 ) $ — $ (1,364 ) $ — |
Offsetting Assets | The following table presents the gross and net fair values of our derivatives at September 30, 2016 and December 31, 2015 (in thousands): Derivative Asset Positions Derivative Liability Positions September 30, 2016 December 31, 2015 September 30, 2016 December 31, 2015 Gross position - asset / (liability) $ 1 $ 316 $ 1 $ (106 ) Netting adjustment (1 ) (106 ) (87 ) 106 Net position - asset / (liability) $ — $ 210 $ (86 ) $ — |
Offsetting Liabilities | The following table presents the gross and net fair values of our derivatives at September 30, 2016 and December 31, 2015 (in thousands): Derivative Asset Positions Derivative Liability Positions September 30, 2016 December 31, 2015 September 30, 2016 December 31, 2015 Gross position - asset / (liability) $ 1 $ 316 $ 1 $ (106 ) Netting adjustment (1 ) (106 ) (87 ) 106 Net position - asset / (liability) $ — $ 210 $ (86 ) $ — |
Earnings (Loss) Per Common Sh38
Earnings (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the basic and diluted earnings (loss) per share calculations (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Numerator - Basic Net income (loss) $ (42,198 ) $ 24,088 $ (89,893 ) $ 99,342 Less: Net (income) loss attributable to noncontrolling interest 5,216 (7,523 ) 20,741 (27,668 ) Less: Preferred stock dividends — — (1 ) (2 ) Net income (loss) available to common shareholders $ (36,982 ) $ 16,565 $ (69,153 ) $ 71,672 Numerator - Diluted Net (loss) attributable to common shareholders $ (36,982 ) $ 16,565 $ (69,153 ) $ 71,672 Add: Net income attributable to noncontrolling interest (1), (2) — 5,911 — 23,513 Add: Preferred stock dividends (2) — — — 2 Dilutive net income (loss) available to common shareholders $ (36,982 ) $ 22,476 $ (69,153 ) $ 95,187 Denominator Basic weighted average common shares 177,125 154,813 162,656 154,502 Exchange of noncontrolling interest for common stock (Note 11), (2) — 52,976 — 52,976 Restricted stock units (2) — 1,559 — 1,573 Stock to be issued pursuant to ESPP (2) — 1 — 1 Diluted weighted average common shares 177,125 209,349 162,656 209,052 Earnings (loss) per common share: Basic $ (0.21 ) $ 0.11 $ (0.43 ) $ 0.46 Diluted $ (0.21 ) $ 0.11 $ (0.43 ) $ 0.46 (1) Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock $ — $ 1,612 $ — $ 4,155 (2) Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted earnings (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss. 32,977 — 47,273 — |
Severance and Other Charges (Ta
Severance and Other Charges (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Below is a reconciliation of the beginning and ending liability balance (in thousands): International Services U.S. Services Tubular Sales Total Beginning balance, December 31, 2015 $ 78 $ 22,166 $ — $ 22,244 Additions for costs expensed 10,608 8,065 185 18,858 Other adjustments — (535 ) 535 — Severance and other payments (3,886 ) (21,254 ) (526 ) (25,666 ) Ending balance, September 30, 2016 $ 6,800 $ 8,442 $ 194 $ 15,436 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 net income (loss) (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Segment Adjusted EBITDA: International Services $ 4,532 $ 39,157 $ 31,752 $ 146,752 U.S. Services (7,933 ) 18,251 (18,433 ) 79,914 Tubular Sales 165 15,985 1,343 27,082 Corporate and other 159 12 361 37 Adjusted EBITDA Total (3,077 ) 73,405 15,023 253,785 Interest income, net 646 173 1,050 150 Income tax benefit (expense) 6,800 (10,771 ) 15,311 (32,662 ) Depreciation and amortization (26,545 ) (29,032 ) (84,278 ) (80,743 ) Gain on sale of assets 46 1,392 1,095 521 Foreign currency loss (1,696 ) (5,329 ) (5,907 ) (6,563 ) Equity-based compensation expense (3,828 ) (6,096 ) (12,356 ) (22,470 ) Severance and other charges (14,534 ) (1,186 ) (18,858 ) (14,208 ) Change in value of contingent consideration — 1,532 — 1,532 Unrealized and realized gains (losses) (10 ) — (973 ) — Net income (loss) $ (42,198 ) $ 24,088 $ (89,893 ) $ 99,342 |
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 Services U.S. Services Tubular Sales Corporate and Other Total Three Months Ended September 30, 2016 Revenue from external customers $ 51,028 $ 34,057 $ 20,029 $ — $ 105,114 Inter-segment revenues (1 ) 3,641 5,036 (8,676 ) — Adjusted EBITDA 4,532 (7,933 ) 165 159 (3,077 ) Three Months Ended September 30, 2015 Revenue from external customers $ 103,076 $ 74,417 $ 62,390 $ — $ 239,883 Inter-segment revenues 102 5,654 7,188 (12,944 ) — Adjusted EBITDA 39,157 18,251 15,985 12 73,405 Nine Months Ended September 30, 2016 Revenue from external customers $ 191,440 $ 119,955 $ 68,151 $ — $ 379,546 Inter-segment revenues 45 11,691 15,053 (26,789 ) — Adjusted EBITDA 31,752 (18,433 ) 1,343 361 15,023 Nine Months Ended September 30, 2015 Revenue from external customers $ 349,918 $ 262,120 $ 159,586 $ — $ 771,624 Inter-segment revenues 709 20,211 29,622 (50,542 ) — Adjusted EBITDA 146,752 79,914 27,082 37 253,785 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Noncontrolling Interest [Line Items] | ||||
Net income (loss) | $ (42,198) | $ 24,088 | $ (89,893) | $ 99,342 |
Income (loss) before income tax expense (benefit) | (48,998) | 34,859 | (105,204) | 132,004 |
Net income (loss) attributable to noncontrolling interest | (5,216) | 7,523 | (20,741) | 27,668 |
Frank's International C.V. | ||||
Noncontrolling Interest [Line Items] | ||||
Net income (loss) | (42,198) | 24,088 | (89,893) | 99,342 |
Add: Net loss after MHI contributed interest to FINV | 18,355 | 0 | 18,355 | 0 |
Add: Provision (benefit) for U.S. income taxes of FINV | 3,078 | 4,570 | (10,414) | 11,645 |
Less: Income (loss) of FINV | 97 | 903 | 23 | (2,487) |
Income (loss) before income tax expense (benefit) | $ (20,668) | $ 29,561 | $ (81,929) | $ 108,500 |
Noncontrolling interest percentage | 25.20% | 25.40% | 25.20% | 25.40% |
Net income (loss) attributable to noncontrolling interest | $ (5,216) | $ 7,523 | $ (20,741) | $ 27,668 |
Acquisition (Details)
Acquisition (Details) - Timco | Apr. 01, 2015USD ($)payment | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) |
Business Acquisition [Line Items] | |||||
Consideration | $ 81,000,000 | ||||
Tax reimbursement | 8,000,000 | ||||
Contingent consideration | $ 20,000,000 | ||||
Number of separate payments | payment | 2 | ||||
Amount of separate payments | $ 10,000,000 | ||||
Fair value of contingent consideration | $ 7,000 | $ 7,000 | |||
Goodwill | 4,900,000 | ||||
Acquired intangible assets | $ 7,900,000 | ||||
Amortization expense for intangible assets | $ 500,000 | $ 500,000 | $ 1,400,000 | $ 900,000 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||
Trade accounts receivable, net of allowance of $12,260 and $2,528, respectively | $ 95,713 | $ 166,256 |
Allowance for trade accounts receivable | 12,260 | 2,528 |
Unbilled revenue | 25,442 | 40,033 |
Taxes receivable | 30,900 | 34,163 |
Affiliated | 750 | 3,966 |
Other receivables | 2,558 | 1,773 |
Total accounts receivable | $ 155,363 | $ 246,191 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Pipe and connectors | $ 111,566 | $ 137,245 |
Finished goods | 4,207 | 4,020 |
Work in progress | 5,739 | 5,230 |
Raw materials, components and supplies | 15,104 | 14,768 |
Total inventories | $ 136,616 | $ 161,263 |
Property, Plant and Equipment45
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,261,267 | $ 1,245,232 |
Less: Accumulated depreciation | (687,393) | (620,273) |
Total property, plant and equipment, net | 573,874 | 624,959 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,446 | 10,119 |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,379 | 9,289 |
Land improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 8 years | |
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 | $ 70,715 | 74,152 |
Rental machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 7 years | |
Property, plant and equipment, gross | $ 910,720 | 898,134 |
Machinery and equipment - other | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 7 years | |
Property, plant and equipment, gross | $ 60,278 | 60,250 |
Furniture, fixtures and computers | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 5 years | |
Property, plant and equipment, gross | $ 18,197 | 18,240 |
Automobiles and other vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 5 years | |
Property, plant and equipment, gross | $ 41,962 | 48,402 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 7 years | |
Property, plant and equipment, gross | $ 16,267 | 16,267 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,043 | 7,947 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 7 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 15 years | |
Construction in progress - machinery and equipment and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 111,260 | $ 102,432 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Marketable securities held in Rabbi Trust | $ 36,135 | $ 45,254 |
Deferred tax asset | 54,045 | 536 |
Deposits | 2,307 | 2,031 |
Other | 5,961 | 5,112 |
Total other assets | $ 98,448 | $ 52,933 |
Accrued and Other Current Lia47
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 15,919 | $ 25,281 |
Accrued property and other taxes | 23,011 | 23,790 |
Accrued severance and other charges | 15,436 | 22,244 |
Income taxes | 4,746 | 7,385 |
Accrued inventory | 0 | 5,281 |
Accrued medical claims | 2,042 | 4,141 |
Accrued purchase orders | 1,680 | 5,562 |
Other | 16,287 | 18,200 |
Total accrued and other current liabilities | $ 79,121 | $ 111,884 |
Debt (Details)
Debt (Details) | 9 Months Ended | |
Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Credit Facility | Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity limit | $ 100,000,000 | |
Maximum additional borrowing capacity | 150,000,000 | |
Revolving credit facility, amount outstanding | 0 | $ 0 |
Letters of credit, amount outstanding | $ 3,800,000 | 4,700,000 |
Maximum debt to adjusted EBITDA ratio | 2.50 | |
Minimum EBITDA to interest expense ratio | 3 | |
Credit Facility | Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Minimum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee percentage | 0.25% | |
Credit Facility | Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Maximum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee percentage | 0.375% | |
Credit Facility | Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Federal Funds Effective Rate | Interest Option 1, Base Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Credit Facility | Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 1, Base Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Credit Facility | Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 1, Base Rate | Minimum | ||
Line of Credit Facility [Line Items] | ||
Additional spread on variable rate | 0.50% | |
Credit Facility | Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 1, Base Rate | Maximum | ||
Line of Credit Facility [Line Items] | ||
Additional spread on variable rate | 1.50% | |
Credit Facility | Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 2, Adjusted Eurodollar Rate | ||
Line of Credit Facility [Line Items] | ||
Threshold for change in interest payment schedule, number of months | 3 months | |
Credit Facility | Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 2, Adjusted Eurodollar Rate | Minimum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.50% | |
Credit Facility | Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 2, Adjusted Eurodollar Rate | Maximum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 2.50% | |
Credit Facility | Revolving Credit Facility Maturing August 2018 | Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity limit | $ 20,000,000 | |
Credit Facility | Revolving Credit Facility Maturing August 2018 | Swing Line Loan | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity limit | 10,000,000 | |
Insurance Notes Payable | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, face amount | $ 7,600,000 | |
Debt instrument, interest rate (as a percent) | 1.90% | |
Total outstanding | $ 0 | $ 6,900,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | $ 0 | $ 210 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | 210 | |
Liabilities | 43,568 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | 0 | |
Liabilities | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | 210 | |
Liabilities | 43,568 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | 0 | |
Liabilities | 0 | |
Fair Value, Measurements, Recurring | Derivative financial instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 86 | |
Fair Value, Measurements, Recurring | Derivative financial instruments | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | |
Fair Value, Measurements, Recurring | Derivative financial instruments | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 86 | |
Fair Value, Measurements, Recurring | Derivative financial instruments | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | |
Fair Value, Measurements, Recurring | Marketable securities - deferred compensation plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 31,204 | |
Fair Value, Measurements, Recurring | 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] | ||
Liabilities | 0 | |
Fair Value, Measurements, Recurring | Marketable securities - deferred compensation plan | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 31,204 | |
Fair Value, Measurements, Recurring | Marketable securities - deferred compensation plan | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | |
Fair Value, Measurements, Recurring | Marketable securities - deferred compensation plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments available-for-sale | 36,135 | 45,254 |
Fair Value, Measurements, Recurring | 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] | ||
Investments available-for-sale | 0 | 0 |
Fair Value, Measurements, Recurring | Marketable securities - deferred compensation plan | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments available-for-sale | 36,135 | 45,254 |
Fair Value, Measurements, Recurring | Marketable securities - deferred compensation plan | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments available-for-sale | 0 | 0 |
Fair Value, Measurements, Recurring | Marketable securities - other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments available-for-sale | 3,616 | 2,387 |
Fair Value, Measurements, Recurring | Marketable securities - other | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments available-for-sale | 3,616 | 2,387 |
Fair Value, Measurements, Recurring | Marketable securities - other | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments available-for-sale | 0 | 0 |
Fair Value, Measurements, Recurring | Marketable securities - other | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments available-for-sale | $ 0 | $ 0 |
Preferred Stock (Details)
Preferred Stock (Details) $ in Thousands | Sep. 23, 2016USD ($) | Aug. 26, 2016shares | Jun. 03, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015€ / sharesshares | Sep. 30, 2016€ / sharesshares | Aug. 19, 2016shares |
Class of Stock [Line Items] | ||||||||
Common shares issued on conversion of Series A preferred stock (in shares) | 52,976,000 | |||||||
Increase in number of common shares of authorized capital (in shares) | 52,976,000 | |||||||
Cash payment | $ | $ 595 | $ 0 | ||||||
Series A Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Series A preferred stock, shares issued | 0 | 52,976,000 | 0 | |||||
Series A preferred stock, shares outstanding | 0 | 52,976,000 | 0 | 52,976,000 | ||||
Par value per share (EUR per share) | € / shares | € 0.01 | € 0.01 | ||||||
Preferred stock dividend rate | 0.25% | |||||||
Annual dividend paid | $ | $ 1,476 | |||||||
Preferred stock, number of votes per share | 1 | |||||||
Cash payment | $ | $ 600 |
Derivatives - Foreign Currency
Derivatives - Foreign Currency Derivative Contracts (Details) - Not Designated as Hedging Instrument $ in Thousands | Sep. 30, 2016USD ($)$ / €$ / £$ / NOK$ / CAD | Dec. 31, 2015USD ($)$ / €$ / £$ / NOK$ / CAD |
Foreign currency contracts | Canadian dollar | ||
Derivative [Line Items] | ||
Notional Amount | $ 4,597 | $ 5,091 |
Contractual Exchange Rate | $ / CAD | 1.3052 | 1.3751 |
Foreign currency contracts | Euro | ||
Derivative [Line Items] | ||
Notional Amount | $ 19,706 | |
Contractual Exchange Rate | $ / € | 1.0948 | |
Foreign currency contracts | Norwegian kroner | ||
Derivative [Line Items] | ||
Notional Amount | $ 6,041 | $ 11,498 |
Contractual Exchange Rate | $ / NOK | 8.2766 | 8.6973 |
Foreign currency contracts | Pound sterling | ||
Derivative [Line Items] | ||
Notional Amount | $ 5,702 | $ 7,516 |
Contractual Exchange Rate | $ / £ | 1.3260 | 1.5031 |
Foreign currency contracts, settlement date December 13, 2016 | Euro | ||
Derivative [Line Items] | ||
Notional Amount | $ 4,280 | |
Contractual Exchange Rate | $ / € | 1.1264 | |
Foreign currency contracts, settlement date October 14, 2016 | Euro | ||
Derivative [Line Items] | ||
Notional Amount | $ 2,304 | |
Contractual Exchange Rate | $ / € | 1.1240 |
Derivatives - Fair Value by Bal
Derivatives - Fair Value by Balance Sheet Location (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Derivative assets | $ 0 | $ 210 |
Derivative liabilities | (86) | 0 |
Not Designated as Hedging Instrument | Foreign currency contracts | Accounts receivable, net | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 210 |
Not Designated as Hedging Instrument | Foreign currency contracts | Accrued and other current liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | $ (86) | $ 0 |
Derivatives - Impact of Derivat
Derivatives - Impact of Derivative Instruments on Income Statement (Details) - Not Designated as Hedging Instrument - Foreign currency contracts - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative [Line Items] | ||||
Total net income (loss) on foreign currency contracts | $ (104,000) | $ 0 | $ (1,364,000) | $ 0 |
Other income | ||||
Derivative [Line Items] | ||||
Unrealized loss on foreign currency contracts | (615,000) | 0 | (296,000) | 0 |
Realized gain (loss) on foreign currency contracts | $ 511,000 | $ 0 | $ (1,068,000) | $ 0 |
Derivatives - Gross and Net Fai
Derivatives - Gross and Net Fair Value of Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative Asset Positions | ||
Gross position - asset / (liability) | $ 1 | $ 316 |
Netting adjustment | (1) | (106) |
Net position - asset / (liability) | 0 | 210 |
Derivative Liability Positions | ||
Gross position - asset / (liability) | 1 | (106) |
Netting adjustment | (87) | 106 |
Net position - asset / (liability) | $ (86) | $ 0 |
Treasury Stock (Details)
Treasury Stock (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Equity [Abstract] | ||
Treasury stock, shares | 740,992 | 514,812 |
Treasury stock, value | $ 12,344 | $ 9,298 |
Related Party Transactions (Det
Related Party Transactions (Details) | Aug. 26, 2016 | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) |
Related Party Transaction [Line Items] | |||||
Net charter revenue (expense) | $ 85,698,000 | $ 176,553,000 | $ 312,132,000 | $ 610,240,000 | |
Conversion ratio, preferred stock to common stock | 1 | ||||
Percentage of tax benefits realized payable | 85.00% | 85.00% | |||
Time period over which the cash savings is expected to be realized | 20 years | ||||
Number of expected TRA payments | $ 0 | $ 0 | |||
Percentage retained under tax receivable agreement | 15.00% | ||||
Tax receivable agreement, liability | 124,600,000 | $ 124,600,000 | |||
Estimated termination payment | $ 105,300,000 | $ 105,300,000 | |||
Discount rate tax receivable agreement liability | 4.96% | 4.96% | |||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Rent expense | $ 1,800,000 | 2,500,000 | $ 6,200,000 | 6,500,000 | |
Western Airways | |||||
Related Party Transaction [Line Items] | |||||
Net charter revenue (expense) | $ (300,000) | $ 100,000 | $ (800,000) | $ (700,000) |
Earnings (Loss) Per Common Sh57
Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator - Basic | ||||
Net income (loss) | $ (42,198) | $ 24,088 | $ (89,893) | $ 99,342 |
Less: Net (income) loss attributable to noncontrolling interest | 5,216 | (7,523) | 20,741 | (27,668) |
Less: Preferred stock dividends | 0 | 0 | (1) | (2) |
Net income (loss) available to Frank's International N.V. common shareholders | (36,982) | 16,565 | (69,153) | 71,672 |
Numerator - Diluted | ||||
Net (loss) attributable to common shareholders | (36,982) | 16,565 | (69,153) | 71,672 |
Add: Net income attributable to noncontrolling interest | 0 | 5,911 | 0 | 23,513 |
Add: Preferred stock dividends | 0 | 0 | 0 | 2 |
Dilutive net income (loss) available to common shareholders | $ (36,982) | $ 22,476 | $ (69,153) | $ 95,187 |
Denominator | ||||
Basic weighted average common shares | 177,125 | 154,813 | 162,656 | 154,502 |
Exchange of noncontrolling interest for common stock (in shares) | 0 | 52,976 | 0 | 52,976 |
Restricted stock units (in shares) | 0 | 1,559 | 0 | 1,573 |
Stock to be issued pursuant to ESPP (in shares) | 0 | 1 | 0 | 1 |
Diluted weighted average common shares | 177,125 | 209,349 | 162,656 | 209,052 |
Earnings (loss) per common share: | ||||
Basic (in dollars per share) | $ (0.21) | $ 0.11 | $ (0.43) | $ 0.46 |
Diluted (in dollars per share) | $ (0.21) | $ 0.11 | $ (0.43) | $ 0.46 |
Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock | $ 0 | $ 1,612 | $ 0 | $ 4,155 |
Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted earnings (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss. | 32,977 | 0 | 47,273 | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Aug. 26, 2016 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||||
Effective income tax rate | 13.90% | 30.90% | 14.60% | 24.70% | ||
U.S. statutory income tax rate | 35.00% | 35.00% | 35.00% | 35.00% | ||
Deferred tax asset | $ 54 | $ 54 | ||||
Deferred tax liability | $ 31.3 | |||||
Deferred tax asset related to excess of tax over book basis | $ 18.7 | |||||
Deferred tax asset related to payment of TRA liability | $ 49.9 |
Severance and Other Charges (De
Severance and Other Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Reserve | ||||
Beginning balance, December 31, 2015 | $ 22,244 | |||
Additions for costs expensed | $ 14,534 | $ 1,186 | 18,858 | $ 14,208 |
Other adjustments | 0 | |||
Severance and other payments | (25,666) | |||
Ending balance, September 30, 2016 | 15,436 | 15,436 | ||
International Services | ||||
Restructuring Reserve | ||||
Beginning balance, December 31, 2015 | 78 | |||
Additions for costs expensed | 10,608 | |||
Other adjustments | 0 | |||
Severance and other payments | (3,886) | |||
Ending balance, September 30, 2016 | 6,800 | 6,800 | ||
U.S. Services | ||||
Restructuring Reserve | ||||
Beginning balance, December 31, 2015 | 22,166 | |||
Additions for costs expensed | 8,065 | |||
Other adjustments | (535) | |||
Severance and other payments | (21,254) | |||
Ending balance, September 30, 2016 | 8,442 | 8,442 | ||
Tubular Sales | ||||
Restructuring Reserve | ||||
Beginning balance, December 31, 2015 | 0 | |||
Additions for costs expensed | 185 | |||
Other adjustments | 535 | |||
Severance and other payments | (526) | |||
Ending balance, September 30, 2016 | $ 194 | $ 194 |
Segment Information - EBITDA Re
Segment Information - EBITDA Reconciliation (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)segmentft | Sep. 30, 2015USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 3 | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Adjusted EBITDA | $ (3,077) | $ 73,405 | $ 15,023 | $ 253,785 |
Interest income, net | 646 | 173 | 1,050 | 150 |
Income tax benefit (expense) | 6,800 | (10,771) | 15,311 | (32,662) |
Depreciation and amortization | (26,545) | (29,032) | (84,278) | (80,743) |
Gain on sale of assets | 46 | 1,392 | 1,095 | 521 |
Foreign currency loss | (1,696) | (5,329) | (5,907) | (6,563) |
Equity-based compensation expense | (3,828) | (6,096) | (12,356) | (22,470) |
Severance and other charges | (14,534) | (1,186) | (18,858) | (14,208) |
Change in value of contingent consideration | 0 | 1,532 | 0 | 1,532 |
Unrealized and realized gains (losses) | (10) | 0 | (973) | 0 |
Net income (loss) | (42,198) | 24,088 | (89,893) | 99,342 |
International Services | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Severance and other charges | (10,608) | |||
U.S. Services | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Severance and other charges | (8,065) | |||
Tubular Sales | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Severance and other charges | (185) | |||
Operating segments | International Services | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Adjusted EBITDA | 4,532 | 39,157 | 31,752 | 146,752 |
Operating segments | U.S. Services | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Adjusted EBITDA | (7,933) | 18,251 | (18,433) | 79,914 |
Operating segments | Tubular Sales | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Adjusted EBITDA | 165 | 15,985 | 1,343 | 27,082 |
Corporate and other | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Adjusted EBITDA | $ 159 | $ 12 | $ 361 | $ 37 |
Maximum | Tubular Sales | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Length of tubulars used as caissons or pilings (in feet) | ft | 300 |
Segment Information - Financial
Segment Information - Financial Information with Respect to Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue from External Customer [Line Items] | ||||
Total revenue | $ 105,114 | $ 239,883 | $ 379,546 | $ 771,624 |
Adjusted EBITDA | (3,077) | 73,405 | 15,023 | 253,785 |
Operating segments | International Services | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 51,028 | 103,076 | 191,440 | 349,918 |
Adjusted EBITDA | 4,532 | 39,157 | 31,752 | 146,752 |
Operating segments | U.S. Services | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 34,057 | 74,417 | 119,955 | 262,120 |
Adjusted EBITDA | (7,933) | 18,251 | (18,433) | 79,914 |
Operating segments | Tubular Sales | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 20,029 | 62,390 | 68,151 | 159,586 |
Adjusted EBITDA | 165 | 15,985 | 1,343 | 27,082 |
Inter-segment | International Services | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | (1) | 102 | 45 | 709 |
Inter-segment | U.S. Services | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 3,641 | 5,654 | 11,691 | 20,211 |
Inter-segment | Tubular Sales | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 5,036 | 7,188 | 15,053 | 29,622 |
Inter-segment | Corporate and Other | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | (8,676) | (12,944) | (26,789) | (50,542) |
Corporate and Other | ||||
Revenue from External Customer [Line Items] | ||||
Adjusted EBITDA | 159 | 12 | 361 | 37 |
Corporate and Other | Corporate and Other | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Adjusted EBITDA | $ 159 | $ 12 | $ 361 | $ 37 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event - USD ($) $ / shares in Units, shares in Millions | Nov. 01, 2016 | Oct. 06, 2016 | Oct. 31, 2016 |
Blackhawk | |||
Subsequent Event [Line Items] | |||
Cash on hand | $ 150,400,000 | ||
Shares of common stock (in shares) | 12.8 | ||
Blackhawk debt | 79,500,000 | ||
Total consideration transferred | $ 294,400,000 | ||
Closing share price (usd per share) | $ 11.25 | ||
Percentage of the aggregate transaction value | 17.00% | ||
Repurchase of shares of common stock | $ 50,000,000 | ||
Bain Capital | Blackhawk | |||
Subsequent Event [Line Items] | |||
Ownership percentage owned by current owners | 70.00% |