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 Company’s CODM in deciding how to allocate resources and assess performance. During 2018, changes to the Company’s organizational structure were internally announced. These changes allow each segment to operate as an “independent” business in order to drive accountability and streamline decision-making, while leveraging the advantages of our global infrastructure. During the first quarter of 2019, the Company’s CODM changed the information he regularly reviews to allocate resources and assess performance and we accordingly realigned our reporting segments into three reportable segments: Tubular Running Services (“TRS”) segment, Tubulars segment and Cementing Equipment (“CE”) segment. The TRS segment represents the prior International Services and U.S. Services segments, as well as the costs associated with manufacturing the TRS equipment. Corporate costs that were previously included in the International Services and U.S. Services segments are now included in a separate Corporate component. The Tubulars segment represents the prior Tubular Sales segment and the Drilling Tools business which was previously included within the International Services and U.S. Services segments, less costs associated with TRS equipment manufacturing. The CE segment is comprised of the prior Blackhawk segment. In addition, regional support costs that were previously included in the International Services and U.S. Services segments are now allocated amongst the three current segments, generally based on revenue or headcount. We have revised our segment reporting to reflect our current management approach and recast prior periods to conform to the current segment presentation. The TRS segment provides tubular running services globally. Internationally, the TRS segment operates in the majority of the offshore oil and gas markets and also in several onshore regions with operations in approximately 50 countries on six continents. In the U.S., the TRS segment provides services in the active onshore oil and gas drilling regions, including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale and Utica Shale, and in the U.S. Gulf of Mexico. Our customers are primarily large exploration and production companies, including international oil and gas companies, national oil and gas companies, major independents and other oilfield service companies. The Tubulars segment designs, manufactures and distributes connectors and casing attachments for large outside diameter (“OD”) heavy wall pipe. Additionally, the Tubulars segment sells large OD pipe originally manufactured by various pipe mills, as plain end or fully fabricated with proprietary welded or thread-direct connector solutions and provides specialized fabrication and welding services in support of offshore deepwater projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubular assemblies up to 400 feet in length. The Tubulars segment also specializes in the development, manufacture and supply of proprietary drilling tool solutions that focus on improving drilling productivity through eliminating or mitigating traditional drilling operational risks. The CE segment provides specialty equipment to enhance the safety and efficiency of rig operations. It provides specialized equipment, services and products utilized in the construction, completion and abandonment of the wellbore in both onshore and offshore environments. The product portfolio includes casing accessories that serve to improve the installation of casing, centralization and wellbore zonal isolation, as well as enhance cementing operations through advance wiper plug and float equipment technology. Abandonment solutions are primarily used to isolate portions of the wellbore through the setting of barriers downhole to allow for rig evacuation in case of inclement weather, maintenance work on other rig equipment, squeeze cementing, pressure testing within the wellbore, hydraulic fracturing and temporary and permanent abandonments. These offerings improve operational efficiencies and limit non-productive time if unscheduled events are encountered at the wellsite. Revenue We disaggregate our revenue from contracts with customers by geography for each of our segments, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Intersegment revenue is immaterial. The following tables presents our revenue disaggregated by geography, based on the location where our services were provided and products sold (in thousands): Year Ended December 31, 2019 Tubular Running Services Tubulars Cementing Equipment Consolidated United States $ 147,547 $ 63,087 $ 82,538 $ 293,172 International 252,780 11,600 22,368 286,748 Total Revenue $ 400,327 $ 74,687 $ 104,906 $ 579,920 Year Ended December 31, 2018 Tubular Running Services Tubulars Cementing Equipment Consolidated United States $ 142,262 $ 66,017 $ 72,316 $ 280,595 International 218,783 6,286 16,829 241,898 Total Revenue $ 361,045 $ 72,303 $ 89,145 $ 522,493 Year Ended December 31, 2017 Tubular Running Services Tubulars Cementing Equipment Consolidated United States $ 116,795 $ 57,882 $ 70,007 $ 244,684 International 203,583 5,511 1,017 210,111 Total Revenue $ 320,378 $ 63,393 $ 71,024 $ 454,795 Revenue by geographic area was as follows (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 293,172 $ 280,595 $ 244,684 Europe/Middle East/Africa 155,278 127,968 132,768 Latin America 72,720 46,553 33,131 Asia Pacific 35,909 35,327 26,109 Other countries 22,841 32,050 18,103 Total Revenue $ 579,920 $ 522,493 $ 454,795 We are a Netherlands based company and we derive our revenue from services and product sales to clients primarily in the oil and gas industry. No single customer accounted for more than 10% of our revenue for the years ended December 31, 2019 and 2018 . For the year ended December 31, 2017 , one customer accounted for 10% of our revenue and all three of our segments generated revenue from this customer. The revenue generated in the Netherlands was immaterial for the years ended December 31, 2019 , 2018 and 2017 . Other than the United States, no individual country represented more than 10% of our revenue for the years ended December 31, 2019 , 2018 and 2017 . Adjusted EBITDA We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on disposal of assets, foreign currency gain or loss, equity-based compensation, unrealized and realized gain or loss, the effects of the TRA, other non-cash adjustments and other charges or credits. 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), income tax, foreign currency exchange rates and other charges and credits. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with 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 loss (in thousands): Year Ended December 31, 2019 2018 2017 Segment Adjusted EBITDA: Tubular Running Services $ 85,601 $ 62,515 $ 39,586 Tubulars 11,575 11,246 3,602 Cementing Equipment 14,089 8,617 6,421 Corporate (1) (53,744 ) (49,146 ) (43,894 ) Total 57,521 33,232 5,715 Goodwill impairment (111,108 ) — — Severance and other (charges) credits, net (50,430 ) 310 (75,354 ) Interest income, net 2,265 4,243 2,309 Income tax benefit (expense) (23,794 ) 2,950 (72,918 ) Depreciation and amortization (92,800 ) (111,292 ) (122,102 ) Gain (loss) on disposal of assets (1,037 ) 1,309 2,045 Foreign currency gain (loss) (2,233 ) (5,675 ) 2,075 TRA related adjustments (2) 220 (1,359 ) 122,515 Charges and credits (3) (13,933 ) (14,451 ) (23,742 ) Net loss $ (235,329 ) $ (90,733 ) $ (159,457 ) (1) Includes certain expenses not attributable to a particular segment, such as costs related to support functions and corporate executives. (2) Please see Note 12—Related Party Transactions for further discussion. (3) Comprised of Equity-based compensation expense ( 2019 : $11,280 ; 2018 : $10,621 ; 2017 : $13,862 ), Mergers and acquisition expense ( 2019 : none ; 2018 : $58 ; 2017 : $459 ), Unrealized and realized gains (losses) ( 2019 : $228 ; 2018 : $1,682 ; 2017 : $(2,791) ), Investigation-related matters ( 2019 : $3,838 ; 2018 : $5,454 ; 2017 : $ 6,143 ) and Other adjustments ( 2019 : $957 ; 2018 : none ; 2017 : $(487) ). The following table sets forth certain financial information with respect to our reportable segments (in thousands): Tubular Running Services Tubulars Cementing Equipment Corporate Total Year Ended December 31, 2019 Revenue from external customers $ 400,327 $ 74,687 $ 104,906 $ — $ 579,920 Operating income (loss) (3,900 ) 7,344 (124,597 ) (91,737 ) (212,890 ) Adjusted EBITDA 85,601 11,575 14,089 (53,744 ) * Depreciation and amortization 61,036 2,903 16,130 12,731 92,800 Purchases of property, plant and equipment and intangibles 16,086 2,859 16,374 1,623 36,942 Year Ended December 31, 2018 Revenue from external customers $ 361,045 $ 72,303 $ 89,145 $ — $ 522,493 Operating income (loss) (16,886 ) 7,616 (9,313 ) (74,298 ) (92,881 ) Adjusted EBITDA 62,515 11,246 8,617 (49,146 ) * Depreciation and amortization 80,009 3,371 16,324 11,588 111,292 Purchases of property, plant and equipment and intangibles 7,824 1,838 7,583 39,226 56,471 Year Ended December 31, 2017 Revenue from external customers $ 320,378 $ 63,393 $ 71,024 $ — $ 454,795 Operating loss (72,524 ) (49,902 ) (19,571 ) (72,745 ) (214,742 ) Adjusted EBITDA 39,586 3,602 6,421 (43,894 ) * Depreciation and amortization 84,219 3,557 22,739 11,587 122,102 Purchases of property, plant and equipment and intangibles 14,437 362 4,885 2,306 21,990 * Non-GAAP financial measure not disclosed. The CODM does not review total assets by segment as part of their review of segment results. The following table presents property, plant and equipment (“PP&E”) by segment. December 31, 2019 2018 Long-Lived Assets (PP&E) Tubular Running Services $ 132,626 $ 202,874 Tubulars 15,162 12,921 Cementing Equipment 34,184 27,509 Corporate and shared assets 146,460 173,186 Total $ 328,432 $ 416,490 December 31, 2019 2018 Long-Lived Assets (PP&E) United States $ 207,227 $ 272,476 International 121,205 144,014 $ 328,432 $ 416,490 Based on the unique nature of our operating structure, revenue generating assets are interchangeable between two categories: (i) offshore and (ii) onshore. In addition, some of the U.S. land onshore assets cannot be deployed into offshore markets, based upon certification. Such equipment does have application in certain international land markets. Long-lived assets in the Netherlands were insignificant in each of the years presented. |