Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36053 | |
Entity Registrant Name | FRANK'S INTERNATIONAL N.V. | |
Entity Incorporation, State or Country Code | P7 | |
Entity Tax Identification Number | 98-1107145 | |
Entity Address, Address Line One | Mastenmakersweg 1 | |
Entity Address, Postal Zip Code | 1786 PB | |
Entity Address, City or Town | Den Helder | |
Entity Address, Country | NL | |
City Area Code | 22 | |
Local Phone Number | 367 0000 | |
Title of 12(b) Security | Common Stock, €0.01 par value | |
Trading Symbol | FI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 227,712,419 | |
Entity Central Index Key | 0001575828 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 191,339 | $ 209,575 |
Restricted cash | 1,656 | 1,672 |
Short-term investments | 2,252 | 2,252 |
Accounts receivables, net | 116,581 | 110,607 |
Inventories, net | 94,738 | 81,718 |
Assets held for sale | 3,681 | 2,939 |
Other current assets | 8,416 | 7,744 |
Total current assets | 418,663 | 416,507 |
Property, plant and equipment, net | 255,401 | 272,707 |
Goodwill | 42,785 | 42,785 |
Intangible assets, net | 11,062 | 7,897 |
Deferred tax assets, net | 16,482 | 18,030 |
Operating lease right-of-use assets | 27,972 | 28,116 |
Other assets | 30,907 | 30,859 |
Total assets | 803,272 | 816,901 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 107,085 | 99,986 |
Current portion of operating lease liabilities | 8,066 | 7,832 |
Deferred revenue | 640 | 586 |
Other current liabilities | 960 | 1,674 |
Total current liabilities | 116,751 | 110,078 |
Deferred tax liabilities | 0 | 1,548 |
Non-current operating lease liabilities | 20,766 | 21,208 |
Other non-current liabilities | 25,257 | 22,818 |
Total liabilities | 162,774 | 155,652 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Common stock, €0.01 par value, 798,096,000 shares authorized, 230,761,910 and 228,806,301 shares issued and 227,712,419 and 226,324,559 shares outstanding | 2,890 | 2,866 |
Additional paid-in capital | 1,091,028 | 1,087,733 |
Accumulated deficit | (401,232) | (377,346) |
Accumulated other comprehensive loss | (30,250) | (31,966) |
Treasury stock (at cost), 3,049,491 and 2,481,742 shares | (21,938) | (20,038) |
Total stockholders’ equity | 640,498 | 661,249 |
Total liabilities and equity | $ 803,272 | $ 816,901 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - € / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share (in EUR per share) | € 0.01 | € 0.01 |
Common stock, authorized (in shares) | 798,096,000 | 798,096,000 |
Common stock, issued (in shares) | 230,761,910 | 228,806,301 |
Common stock, outstanding (in shares) | 227,712,419 | 226,324,559 |
Treasury stock, at cost (in shares) | 3,049,491 | 2,481,742 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Revenue | $ 94,811,000 | $ 123,492,000 |
Cost of revenue, exclusive of depreciation and amortization | ||
General and administrative expenses | 16,447,000 | 26,683,000 |
Depreciation and amortization | 16,107,000 | 19,718,000 |
Goodwill impairment | 0 | 57,146,000 |
Severance and other charges, net | 7,376,000 | 20,725,000 |
(Gain) loss on disposal of assets | (182,000) | 60,000 |
Operating loss | (19,786,000) | (94,208,000) |
Other income (expense): | ||
Other income, net | 125,000 | 2,026,000 |
Interest income (expense), net | (287,000) | 533,000 |
Foreign currency loss | (2,868,000) | (9,892,000) |
Total other expense | (3,030,000) | (7,333,000) |
Loss before income taxes | (22,816,000) | (101,541,000) |
Income tax expense (benefit) | 1,070,000 | (15,563,000) |
Net loss | $ (23,886,000) | $ (85,978,000) |
Loss per common share: | ||
Basic and diluted (in USD per share) | $ (0.11) | $ (0.38) |
Weighted average common shares outstanding: | ||
Basic and diluted (in shares) | 227,019 | 225,505 |
Services | ||
Revenue: | ||
Revenue | $ 81,523,000 | $ 105,083,000 |
Cost of revenue, exclusive of depreciation and amortization | ||
Cost of revenue | 63,935,000 | 79,380,000 |
Products | ||
Revenue: | ||
Revenue | 13,288,000 | 18,409,000 |
Cost of revenue, exclusive of depreciation and amortization | ||
Cost of revenue | $ 10,914,000 | $ 13,988,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (23,886) | $ (85,978) |
Other comprehensive income: | ||
Foreign currency translation adjustments | 1,716 | 424 |
Total other comprehensive income | 1,716 | 424 |
Comprehensive loss | $ (22,170) | $ (85,554) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 225,511 | |||||||
Balance at beginning of period at Dec. 31, 2019 | $ 810,294 | $ (321) | $ 2,846 | $ 1,075,809 | $ (220,805) | $ (321) | $ (30,298) | $ (17,258) |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (85,978) | (85,978) | ||||||
Foreign currency translation adjustments | 424 | 424 | ||||||
Equity-based compensation expense | 2,146 | 2,146 | ||||||
Common shares issued upon vesting of share-based awards (in shares) | 937 | |||||||
Common shares issued upon vesting of share-based awards | 0 | $ 10 | (10) | |||||
Common shares issued for employee stock purchase plan (in shares) | 126 | |||||||
Common shares issued for employee stock purchase plan | 552 | $ 1 | 551 | |||||
Treasury shares withheld (in shares) | (293) | |||||||
Treasury shares withheld | (1,056) | (1,056) | ||||||
Share repurchase program (in shares) | (373) | |||||||
Share repurchase program | (1,017) | (1,017) | ||||||
Balance at end of period (in shares) at Mar. 31, 2020 | 225,908 | |||||||
Balance at end of period at Mar. 31, 2020 | 725,044 | $ 2,857 | 1,078,496 | (307,104) | (29,874) | (19,331) | ||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 226,325 | |||||||
Balance at beginning of period at Dec. 31, 2020 | 661,249 | $ 2,866 | 1,087,733 | (377,346) | (31,966) | (20,038) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (23,886) | (23,886) | ||||||
Foreign currency translation adjustments | 1,716 | 1,716 | ||||||
Equity-based compensation expense | 2,872 | 2,872 | ||||||
Common shares issued upon vesting of share-based awards (in shares) | 1,717 | |||||||
Common shares issued upon vesting of share-based awards | 0 | $ 21 | (21) | |||||
Common shares issued for employee stock purchase plan (in shares) | 238 | |||||||
Common shares issued for employee stock purchase plan | 447 | $ 3 | 444 | |||||
Treasury shares withheld (in shares) | (568) | |||||||
Treasury shares withheld | (1,900) | (1,900) | ||||||
Balance at end of period (in shares) at Mar. 31, 2021 | 227,712 | |||||||
Balance at end of period at Mar. 31, 2021 | $ 640,498 | $ 2,890 | $ 1,091,028 | $ (401,232) | $ (30,250) | $ (21,938) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (23,886,000) | $ (85,978,000) |
Adjustments to reconcile net loss to cash from operating activities | ||
Depreciation and amortization | 16,107,000 | 19,718,000 |
Equity-based compensation expense | 2,872,000 | 2,146,000 |
Goodwill impairment | 0 | 57,146,000 |
Loss on asset impairments and retirements | 307,000 | 20,187,000 |
Amortization of deferred financing costs | 97,000 | 97,000 |
Deferred tax provision (benefit) | 0 | (1,690,000) |
Provision for bad debts | 209,000 | 1,280,000 |
(Gain) loss on disposal of assets | (182,000) | 60,000 |
Changes in fair value of investments | (395,000) | 2,411,000 |
Other | 0 | (381,000) |
Changes in operating assets and liabilities | ||
Accounts receivable | (6,806,000) | (16,129,000) |
Inventories | (12,463,000) | (1,855,000) |
Other current assets | (675,000) | (814,000) |
Other assets | 267,000 | 139,000 |
Accounts payable and accrued liabilities | 9,192,000 | (14,860,000) |
Deferred revenue | 53,000 | 67,000 |
Other non-current liabilities | (178,000) | (3,796,000) |
Net cash used in operating activities | (15,481,000) | (22,252,000) |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (2,346,000) | (9,968,000) |
Proceeds from sale of assets | 2,073,000 | 70,000 |
Investment in intellectual property | (1,608,000) | 0 |
Other | (75,000) | (141,000) |
Net cash used in investing activities | (1,956,000) | (10,039,000) |
Cash flows from financing activities | ||
Repayments of borrowings | (712,000) | 0 |
Treasury shares withheld for taxes | (1,900,000) | (1,056,000) |
Treasury share repurchase | 0 | (1,017,000) |
Proceeds from the issuance of ESPP shares | 447,000 | 552,000 |
Net cash used in financing activities | (2,165,000) | (1,521,000) |
Effect of exchange rate changes on cash | 1,350,000 | 9,327,000 |
Net decrease in cash, cash equivalents and restricted cash | (18,252,000) | (24,485,000) |
Cash, cash equivalents and restricted cash at beginning of period | 211,247,000 | 196,740,000 |
Cash, cash equivalents and restricted cash at end of period | $ 192,995,000 | $ 172,255,000 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Nature of Business Frank’s International N.V. (“FINV”, “Frank's” or the “Company”, as the context requires), a limited liability company organized under the laws of the Netherlands, is a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry. FINV provides services and products to leading exploration and production companies in both offshore and onshore environments with a focus on complex and technically demanding wells. The impact of the Coronavirus Disease 2019 (“COVID-19”) pandemic and related economic, business and market disruptions is evolving rapidly, and its future effects are uncertain. The actual impact of these recent developments on our business will depend on many factors, many of which are beyond management's control and knowledge. It is therefore difficult for management to assess or predict with accuracy the broad future effects of this health crisis on the global economy, the energy industry or the Company. As additional information becomes available, events or circumstances change and strategic operational decisions are made by management, further adjustments may be required which could have a material adverse impact on the Company's consolidated financial position, results of operations and cash flows. Pending Merger with Expro Group Holdings International Limited On March 10, 2021, FINV and New Eagle Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of FINV (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Expro Group Holdings International Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Expro”), pursuant to which Expro will merge with and into Merger Sub, with Merger Sub surviving the merger as a direct, wholly owned subsidiary of FINV (the “Merger”). If the Merger is completed, each ordinary share of Expro common stock, par value $0.01 per share (“Expro Ordinary Shares”), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), will be converted into the right to receive a number of shares of Frank’s common stock equal to 7.2720 (subject to certain adjustments under the Merger Agreement, the “Exchange Ratio”). Upon consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger (as defined in the Merger Agreement) (collectively, the “Transactions”), FINV expects that its current shareholders will own approximately 35% of the Company after completion of the Merger and related transactions (such entity, the “Combined Company”), and current Expro shareholders will own approximately 65% of the Combined Company. Following the Merger, the name of FINV will be changed to “Expro Group Holdings N.V.” The closing of the Transactions, which is expected to occur during the third quarter of 2021, is subject to the satisfaction or waiver of closing conditions, including, among others, the requisite approval of the shareholders of each of FINV and Expro pursuant to the terms of the Merger Agreement. The Merger Agreement contains termination rights for each of FINV and Expro, including, among others, a termination right for each party if the consummation of the Merger does not occur on or before 5:00 p.m. Houston, Texas time on October 31, 2021 (the “End Date”), subject to certain exceptions; provided, that if as of the End Date, all of the conditions precedent to closing of the Transactions under the Merger Agreement, other than certain specified conditions, have been satisfied, the End Date will automatically be extended to January 31, 2022. Upon termination of the Merger Agreement under specified circumstances, including, generally, the termination by Expro in the event of FINV's entry into an agreement with respect to an alternative acquisition proposal, or a change of recommendation by the FINV board of supervisory directors and the board of managing directors of FINV (collectively, the “Board”) in each case, prior to the time the FINV shareholder approval is obtained, FINV would be required to pay Expro a termination fee of $37.5 million. Upon termination of the Merger Agreement under specified circumstances, including, generally, the termination by FINV in the event of Expro’s entry into an agreement with respect to an alternative acquisition proposal, or a change of recommendation by Expro’s board of directors (the “Expro Board”), in each case, prior to the time the Expro shareholder approval is obtained, Expro would be required to pay FINV a termination fee of $71.5 million. In connection with the Merger Agreement, FINV, Frank’s International C.V. (“FICV”) and Mosing Holdings, LLC (“Mosing Holdings”) entered into an Amended and Restated Tax Receivable Agreement (the “A&R TRA”). Pursuant to the A&R TRA, FINV, FICV and Mosing Holdings have agreed, among other things to settle the early termination payment obligation that would otherwise be owed to Mosing Holdings under the TRA as a result of the Merger by the payment by FINV to Mosing Holdings of (i) $15 million cash at the closing of the Transactions and (ii) certain other contingent payments in the future in the event the Combined Company realizes cash tax savings from tax attributes covered under the TRA during the ten year period following the Closing Date in excess of $18,057,000, as more fully described in the A&R TRA. The terms of the A&R TRA are conditioned upon and subject to the closing of the Transactions and the payment to Mosing Holdings of the $15 million cash payment at the closing of the Transactions. If such conditions do not occur, the A&R TRA will be terminated and will be null and void and the TRA will remain in effect in accordance with its terms. Basis of Presentation The condensed consolidated financial statements of FINV for the three months ended March 31, 2021 and 2020 include the activities of FINV, FICV, Blackhawk Group Holdings, LLC (“Blackhawk”) and their wholly owned subsidiaries (either individually or together, as context requires, 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, 2020 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, 2020, which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2021 (“Annual Report”). 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. Reclassifications Certain prior-period amounts have been reclassified to conform to the current period’s presentation. These reclassifications had no impact on our operating income (loss), net income (loss), working capital, cash flows or total equity previously reported. Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) generally in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all accounting pronouncements. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position, results of operations and cash flows. 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 |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 3 Months Ended |
Mar. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Amounts reported in the condensed consolidated balance sheets and condensed consolidated statements of cash flows as cash, cash equivalents and restricted cash at March 31, 2021 and December 31, 2020 were as follows (in thousands): March 31, December 31, 2021 2020 Cash and cash equivalents $ 191,339 $ 209,575 Restricted cash 1,656 1,672 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 192,995 $ 211,247 Restricted cash primarily consists of cash deposits that collateralize our credit card program. Cash paid (received) for income taxes, net, was $2.5 million and $1.1 million for the three months ended March 31, 2021 and 2020, respectively. |
Accounts Receivable, net
Accounts Receivable, net | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable at March 31, 2021 and December 31, 2020 were as follows (in thousands): March 31, December 31, 2021 2020 Trade accounts receivable, net of allowance for credit losses of $4,112 and $3,857, respectively $ 67,171 $ 65,684 Unbilled receivables 29,923 26,215 Taxes receivable 15,392 14,292 Affiliated (1) 549 549 Other receivables 3,546 3,867 Total accounts receivable, net $ 116,581 $ 110,607 (1) Amounts represent expenditures on behalf of non-consolidated affiliates. |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories at March 31, 2021 and December 31, 2020 were as follows (in thousands): March 31, December 31, 2021 2020 Pipe and connectors, net of allowance of $16,561 and $16,819, respectively $ 32,690 $ 22,642 Finished goods, net of allowance of $84 and $84, respectively 20,999 22,715 Work in progress 1,954 1,730 Raw materials, components and supplies 39,095 34,631 Total inventories, net $ 94,738 $ 81,718 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The following is a summary of property, plant and equipment at March 31, 2021 and December 31, 2020 (in thousands): Estimated March 31, December 31, Land — $ 31,080 $ 30,869 Land improvements 8-15 7,688 7,620 Buildings and improvements 13-39 118,592 121,105 Rental machinery and equipment 2-7 906,117 897,398 Machinery and equipment - other 7 54,869 54,842 Furniture, fixtures and computers 3-5 19,756 16,928 Automobiles and other vehicles 5 25,894 25,948 Leasehold improvements 7-15, or lease term if shorter 12,754 12,773 Construction in progress - machinery and equipment — 12,412 24,381 1,189,162 1,191,864 Less: Accumulated depreciation (933,761) (919,157) Total property, plant and equipment, net $ 255,401 $ 272,707 During the three months ended March 31, 2020, we recorded fixed asset impairment charges of $15.5 million primarily associated with construction in progress in our Cementing Equipment segment, which is included in severance and other charges, net on our condensed consolidated statements of operations. During the first quarter of 2020, the results of the Company's test for impairment of goodwill in the Cementing Equipment segment as a result of negative market indicators was a triggering event that indicated that our long-lived tangible assets in this segment were impaired. Impairment testing performed in the first quarter of 2020 resulted in the determination that certain long-lived assets were not recoverable and that the estimated fair value was below the carrying value. Please see Note 15—Severance and Other Charges, net for additional details. No impairments associated with held for use assets were recognized during the three months ended March 31, 2021. During the first quarter of 2021, a building with a net book value of $1.9 million was sold, resulting in a gain of $0.2 million. In addition, a building with a net book value of $2.6 million met the criteria to be classified as held for sale and was reclassified from property, plant and equipment to assets held for sale on our condensed consolidated balance sheet. The following table presents the depreciation and amortization expense associated with each line item for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Services $ 14,472 $ 17,263 Products 138 239 General and administrative expenses 1,497 2,216 Total $ 16,107 $ 19,718 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. We have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss. The test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference. We complete our assessment of goodwill impairment as of October 31 each year. As a result of the decline in oil prices due to the ongoing COVID-19 pandemic and the Organization of Petroleum Exporting Countries (“OPEC”) and Russia price war in early 2020, we identified that it was more likely than not that the fair value of goodwill within our Cementing Equipment reporting unit was less than its carrying value. Based on the result of our goodwill impairment test as of March 31, 2020, we recorded a $57.1 million impairment charge to goodwill, which is included in goodwill impairment on the condensed consolidated statements of operations. We used the income approach to estimate the fair value of the Cementing Equipment reporting unit, but also considered the market approach to validate the results. The income approach estimates the fair value by discounting the reporting unit’s estimated future cash flows using an estimated discount rate, or expected return, that a marketplace participant would have required as of the valuation date. The market approach includes the use of comparative multiples to corroborate the discounted cash flow results and involves significant judgment in the selection of the appropriate peer group companies and valuation multiples. The inputs used in the determination of fair value are generally level 3 inputs. Some of the more significant assumptions inherent in the income approach include the estimated future net annual cash flows for the reporting unit and the discount rate. We selected the assumptions used in the discounted cash flow projections using historical data supplemented by current and anticipated market conditions and estimated growth rates. Our estimates are based upon assumptions believed to be reasonable. However, given the inherent uncertainty in determining the assumptions underlying a discounted cash flow analysis, actual results may differ from those used in our valuation which could result in additional impairment charges in the future. Assuming all other assumptions and inputs used in the discounted cash flow analysis were held constant, a 50 basis point increase in the discount rate assumption would have increased the goodwill impairment charge by approximately $4.3 million. No goodwill impairment was recorded during the three months ended March 31, 2021. At March 31, 2021, goodwill is allocated to our reportable segments as follows: Cementing Equipment - approximately $24.1 million; Tubular Running Services - approximately $18.7 million. Intangible Assets Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the assets. We evaluate impairment of our intangible assets on an asset group basis whenever circumstances indicate that the carrying value may not be recoverable. Intangible assets deemed to be impaired are written down to their fair value using a discounted cash flow model and, if available, comparable market values. The following table provides information related to our intangible assets as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Total Gross Carrying Amount Accumulated Amortization Total Customer Relationships $ 28,300 $ (26,917) $ 1,383 $ 28,300 $ (26,324) $ 1,976 Intellectual Property 18,136 (8,457) 9,679 13,860 (7,939) 5,921 Total intangible assets $ 46,436 $ (35,374) $ 11,062 $ 42,160 $ (34,263) $ 7,897 Our intangible assets are primarily associated with our Cementing Equipment and Tubular Running Services segments. Amortization expense for intangible assets was $1.1 million and $1.7 million for the three months ended March 31, 2021 and 2020, respectively. During the first quarter of 2020, the results of the Company's test for impairment of goodwill in the Cementing Equipment segment as a result of the negative market indicators described above was a triggering event that indicated that our intangible assets in this segment were impaired. Impairment testing performed in the first quarter resulted in the determination that certain intangible assets were not recoverable and that the estimated fair value was below the carrying value. As a result, during the three months ended March 31, 2020, impairment charges of $4.7 million were recorded associated with certain customer relationships and intellectual property intangible assets in our Cementing Equipment segment, which are included in severance and other charges, net on the condensed consolidated statements of operations. No intangible asset impairment was recorded during the three months ended March 31, 2021. Please see Note 15—Severance and Other Charges, net for additional details. |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, December 31, 2021 2020 Cash surrender value of life insurance policies (1) $ 26,586 $ 26,167 Deposits 2,023 2,182 Other 2,298 2,510 Total other assets $ 30,907 $ 30,859 (1) See Note 10—Fair Value Measurements for additional information. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, December 31, 2021 2020 Accounts payable $ 30,999 $ 22,277 Accrued compensation 22,884 23,212 Accrued property and other taxes 13,294 14,420 Accrued severance and other charges 97 2,666 Income taxes 14,364 16,029 Affiliated (1) 2,238 2,513 Accrued purchase orders and other 23,209 18,869 Total accounts payable and accrued liabilities $ 107,085 $ 99,986 (1) Represents amounts owed to non-consolidated affiliates. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Facility Asset Based Revolving Credit Facility On November 5, 2018, FICV, Frank’s International, LLC and Blackhawk, as borrowers, and FINV, certain of FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., as guarantors, entered into a 5-year senior secured revolving credit facility (the “ABL Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent (the “ABL Agent”), and other financial institutions as lenders with total commitments of $100.0 million including up to $15.0 million available for letters of credit. Subject to the terms of the ABL Credit Facility, we have the ability to increase the commitments to $200.0 million. The maximum amount that the Company may borrow under the ABL Credit Facility is subject to a borrowing base, which is based on a percentage of certain eligible accounts receivable and eligible inventory, subject to customary reserves and other adjustments. All obligations under the ABL Credit Facility are fully and unconditionally guaranteed jointly and severally by FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., subject to customary exceptions and exclusions. In addition, the obligations under the ABL Credit Facility are secured by first priority liens on substantially all of the assets and property of the borrowers and guarantors, including pledges of equity interests in certain of FINV’s subsidiaries, subject to certain exceptions. Borrowings under the ABL Credit Facility bear interest at FINV’s option at either (a) the Alternate Base Rate ( “ ABR ” ) (as defined therein), calculated as the greatest of (i) the rate of interest publicly quoted by the Wall Street Journal, as the “prime rate,” subject to each increase or decrease in such prime rate effective as of the date such change occurs, (ii) the federal funds effective rate that is subject to a 0.00% interest rate floor plus 0.50%, and (iii) the one-month Adjusted LIBO Rate (as defined therein) plus 1.00%, or (b) the Adjusted LIBO Rate, plus, in each case, an applicable margin. The applicable interest rate margin ranges from 1.00% to 1.50% per annum for ABR loans and 2.00% to 2.50% per annum for Eurodollar loans and, in each case, is based on FINV’s leverage ratio. The unused portion of the ABL Credit Facility is subject to a commitment fee that varies from 0.250% to 0.375% per annum, according to average daily unused commitments under the ABL Credit Facility. Interest on Eurodollar loans is payable at the end of the selected interest period, but no less frequently than quarterly. Interest on ABR loans is payable monthly in arrears. The ABL Credit Facility contains various covenants and restrictive provisions which limit, subject to certain customary exceptions and thresholds, FINV’s ability to, among other things, (1) enter into asset sales; (2) incur additional indebtedness; (3) make investments, acquisitions, or loans and create or incur liens; (4) pay certain dividends or make other distributions and (5) engage in transactions with affiliates. The ABL Credit Facility also requires FINV to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of (a) consolidated EBITDA (as defined therein) minus unfinanced capital expenditures to (b) Fixed Charges (as defined therein), when either (i) an event of default occurs under the ABL Credit Facility or (ii) availability under the ABL Credit Facility falls for at least two consecutive calendar days below the greater of (A) $12.5 million and (B) 15% of the lesser of the borrowing base and aggregate commitments (a “FCCR Trigger Event”). Accounts receivable received by FINV’s U.S. subsidiaries that are parties to the ABL Credit Facility will be deposited into deposit accounts subject to deposit control agreements in favor of the ABL Agent. After a FCCR Trigger Event, these deposit accounts would be subject to “springing” cash dominion. After a FCCR Trigger Event, the Company will be subject to compliance with the fixed charge coverage ratio and “springing” cash dominion until no default exists under the ABL Credit Facility and availability under the facility for the preceding thirty consecutive days has been equal to at least the greater of (x) $12.5 million and (y) 15% of the lesser of the borrowing base and the aggregate commitments. If FINV fails to perform its obligations under the agreement that results in an event of default, the commitments under the ABL Credit Facility could be terminated and any outstanding borrowings under the ABL Credit Facility may be declared immediately due and payable. The ABL Credit Facility also contains cross default provisions that apply to FINV’s other indebtedness. As of March 31, 2021, FINV had no borrowings outstanding under the ABL Credit Facility, letters of credit outstanding of $10.3 million and availability of $23.5 million. In connection with the closing of the Merger, Frank’s expects that the Combined Company will enter into a new revolving credit facility and terminate or otherwise replace the existing Frank’s and Expro credit facilities. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
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. We have consistently used the same valuation techniques for all periods presented. Please see Note 9 — Fair Value Measurements in our Annual Report for further discussion. A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of March 31, 2021 and December 31, 2020, were as follows (in thousands): Quoted Prices Significant Significant (Level 1) (Level 2) (Level 3) Total March 31, 2021 Assets: Investments: Cash surrender value of life insurance policies - deferred compensation plan $ — $ 26,586 $ — $ 26,586 Marketable securities - other 2 — — 2 Liabilities: Deferred compensation plan — 20,125 — 20,125 December 31, 2020 Assets: Investments: Cash surrender value of life insurance policies - deferred compensation plan $ — $ 26,167 $ — $ 26,167 Marketable securities - other 3 — — 3 Liabilities: Deferred compensation plan — 20,271 — 20,271 Our investments associated with our deferred compensation plan consist primarily of the cash surrender value of life insurance policies and are included in other assets on the condensed consolidated balance sheets. Our investments change as a result of contributions, payments, and fluctuations in the market. Our liabilities associated with our deferred compensation plan are included in o ther non-current liabilities on the condensed consolidated balance sheets. 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. We also have marketable securities in publicly traded equity securities as an indirect result of strategic investments. They are reported at fair value based on the price of the stock and 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 and assets identified as held for sale, as well as impairment related to goodwill and other long-lived assets. We perform our goodwill impairment assessment for each reporting unit by comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. We estimate the fair value for each reporting unit using a discounted cash flow analysis based on management’s short-term and long-term forecast of operating performance. This analysis includes significant assumptions regarding discount rates, revenue growth rates, expected profitability margins, forecasted capital expenditures and the timing of expected future cash flows based on market conditions. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is measured and recorded. When conducting an impairment test on long-lived assets, other than goodwill, we first compare estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount. If the undiscounted cash flows are less than the asset’s carrying amount, we then determine the asset’s fair value by using a discounted cash flow analysis. These analyses are based on estimates such as management’s short-term and long-term forecast of operating performance, including revenue growth rates and expected profitability margins, estimates of the remaining useful life and service potential of the asset, and a discount rate based on our weighted average cost of capital. The impairment assessments discussed above incorporate inherent uncertainties, including projected commodity pricing, supply and demand for our services and future market conditions, which are difficult to predict in volatile economic environments and could result in impairment charges in future periods if actual results materially differ from the estimated assumptions utilized in our forecasts. If crude oil prices decline significantly and remain at low levels for a sustained period of time, we could be required to record an impairment of the carrying value of our long-lived assets in the future which could have a material adverse impact on our operating results. 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 sheets of our cash and cash equivalents, restricted cash, short-term investments, trade accounts receivable, other current assets, accounts payable and accrued liabilities and lines of credit approximate fair values due to their short maturities. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
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 facilities from these affiliated companies. Rent expense associated with our related party leases was $0.7 million and $0.7 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, $3.1 million of our operating lease right-of-use assets and $4.5 million of our lease liabilities were associated with related party leases. Tax Receivable Agreement and Amended & Restated Tax Receivable Agreement Mosing Holdings converted all of its shares of our Series A convertible preferred stock into shares of our common stock on August 26, 2016, in connection with its delivery to FINV of all of its interests in FICV (the “Conversion”). As a result of an election under Section 754 of the Internal Revenue Code made by FICV, the Conversion resulted in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV transferred to FINV by Mosing Holdings. These adjustments are solely allocable to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent the Conversion. The basis adjustments may 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 Mosing Holdings in connection with our initial public offering (“IPO”) generally provides for the payment by FINV to Mosing Holdings of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that we actually realize (or are deemed to realize in certain circumstances) in periods after our IPO as a result of (i) tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by FINV as a result of, and additional tax basis arising from, payments under the TRA. We will retain the benefit of the remaining 15% of these cash savings, if any. Payments FINV makes under the TRA will be increased by any interest accrued 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 FINV. The estimation of the amount and timing of payments under the TRA is by its nature imprecise. For purposes of the TRA, cash savings in tax generally are calculated by comparing FINV’s actual tax liability to the amount FINV would have been required to pay had it not been able to utilize any of the tax benefits subject to the TRA. The amounts payable, as well as the timing of any payments, under the TRA are dependent upon significant future events and assumptions, including the amount and timing of the taxable income FINV generates in the future. As of March 31, 2021, FINV has had a cumulative loss over the prior 36-month period. Based on this history of losses, as well as uncertainty regarding the timing and amount of future taxable income, we are no longer able to conclude that there will be future cash savings that will lead to additional payouts under the TRA. Additional TRA liability may be recognized in the future based on changes in expectations regarding the timing and likelihood of future cash savings. The payment obligations under the TRA are FINV’s obligations and are not obligations of FICV. The term of the TRA commenced upon the completion of the IPO and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless FINV elects to exercise its right to terminate the TRA (or the TRA is terminated due to other circumstances, including our breach of a material obligation thereunder or certain mergers or other changes of control), and FINV makes the termination payment specified by the TRA, or FINV otherwise settles its obligations under the TRA. If FINV elects to terminate the TRA early, which it may do in its sole discretion (or if it terminates early as a result of our breach), it would be required to make a substantial, immediate lump-sum payment equal to the present value of the hypothetical future payments that could be required to be paid under 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), determined by applying a discount rate equal to the long-term Treasury rate in effect on the applicable date plus 300 basis points. Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control. In these situations, FINV’s obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the TRA were terminated on March 31, 2021, the estimated termination payment would be approximately $70.0 million (calculated using a discount rate of 4.15%). 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 our operating subsidiaries to make distributions to it in an amount sufficient to cover FINV’s obligations under such agreement. The ability of certain of our operating 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. In connection with the Merger Agreement, FINV, FICV and Mosing Holdings entered into the A&R TRA, pursuant to which FINV, FICV and Mosing Holdings have agreed, among other things, to settle the early termination payment obligation that would otherwise be owed to Mosing Holdings under the TRA as a result of the Merger by the payment by FINV to Mosing Holdings of (i) $15 million cash at the closing of the Transactions and (ii) certain other contingent payments in the future in the event the Combined Company realizes cash tax savings from tax attributes covered under the TRA during the ten year period following the Closing Date (as defined in the Merger Agreement) in excess of $18,057,000, as more fully described in the A&R TRA. The terms of the A&R TRA are conditioned upon and subject to the closing of the Transactions and the payment to Mosing Holdings of the $15 million cash payment at the closing of the Transactions. If such conditions do not occur, the A&R TRA will be terminated and will be null and void, and the TRA will remain in effect in accordance with its terms. Please see Note 1—Basis of Presentation in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional details regarding the Merger, the Merger Agreement and the Transactions. |
Loss Per Common Share
Loss Per Common Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common Share Basic loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by dividing net loss 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 unvested restricted stock units and employee stock purchase plan (“ESPP”) shares. The following table summarizes the basic and diluted loss per share calculations (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Numerator Net loss $ (23,886) $ (85,978) Denominator Basic and diluted weighted average common shares (1) 227,019 225,505 Loss per common share: Basic and diluted $ (0.11) $ (0.38) (1) Approximate number of unvested restricted stock units and stock to be issued pursuant to the ESPP that have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when results from operations are at a net loss position. 2,252 2,015 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
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 most current expected annual tax rate. Our effective tax rate was (4.7)% and 15.3% for the three months ended March 31, 2021 and 2020, respectively. The quarterly variance in effective tax rates is primarily due to the beneficial impact in the prior year period from the five-year net operating loss carryback provision included in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as well as a change in the geographical mix of income. We are subject to tax in many U.S. and non-U.S. jurisdictions. In many non-U.S. jurisdictions we are taxed on bases such as deemed profits or withholding taxes based on revenue. Consequently, the level of correlation between our pre-tax income and our income tax provision varies from period to period. We are under audit by certain non-U.S. jurisdictions for the years 2008 - 2019. We do not expect the results of these audits to have any material effect on our financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of March 31, 2021 and December 31, 2020. 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 (“FCPA”), our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the SEC, the U.S. Department of Justice (“DOJ”) and other governmental entities. It is our intent to continue to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. While our review has not indicated that there has been any material impact on our previously filed financial statements, we have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies. As disclosed above, our investigation into possible violations of the FCPA remains ongoing, and we will continue to cooperate with the SEC, DOJ and other relevant governmental entities in connection therewith. At this time, we are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us. Our Board and management are committed to continuously enhancing our internal controls that support improved compliance and transparency throughout our global operations. |
Severance and Other Charges, ne
Severance and Other Charges, net | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Severance and Other Charges, net | Severance and Other Charges, net We recognize severance and other charges for costs associated with workforce reductions, facility closures, exiting or reducing our footprint in certain countries, asset impairments and the retirement of excess machinery and equipment based on economic utility. As a result of the downturn in the industry and its impact on our business outlook, we continue to take actions to adjust our operations and cost structure to reflect current and expected activity levels. Depending on future market conditions, further actions may be necessary to adjust our operations, which may result in additional charges. Our severance and other charges, net are summarized below (in thousands): Three Months Ended March 31, 2021 2020 Severance and other costs $ 265 $ 538 Mergers and acquisition expense 6,804 — Fixed asset impairments and retirements 171 15,479 Inventory write-offs 136 — Intangible asset impairments — 4,708 $ 7,376 $ 20,725 Severance and other costs : We incurred costs due to a continued effort to adjust our cost base, including reducing our workforce to meet the depressed demand in the industry. Mergers and acquisition expense: During the three months ended March 31, 2021, we incurred $6.8 million of costs, primarily related to legal and consulting services, associated with the pending merger with Expro. Fixed asset impairments and retirements : During the three months ended March 31, 2020, we recognized $15.5 million primarily associated with construction in progress in our Cementing Equipment segment. During the three months ended March 31, 2021, we recognized a $0.2 million impairment associated our with construction in progress in our Tubular Running Services segment. Please see Note 5—Property, Plant and Equipment for additional details. Inventory write-offs: During the three months ended March 31, 2021, certain inventories in our Tubular Running Services segment were determined to have costs that exceeded their net realizable values, resulting in a charge of $0.1 million. Intangible asset impairments: During the three months ended March 31, 2020, we identified certain intangible assets where the carrying value exceeded the fair value in the Cementing Equipment segment, resulting in an |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
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 Company’s chief operating decision maker (" CODM") in deciding how to allocate resources and assess performance. We are comprised of three reportable segments: Tubular Running Services (“TRS”) segment, Tubulars segment and Cementing Equipment (“CE”) segment. 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 40 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 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. The CE segment also provides services and products utilized in the construction, completion or abandonment of the wellbore. These 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 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): Three Months Ended March 31, 2021 Tubular Running Services Tubulars Cementing Equipment Consolidated United States $ 18,367 $ 7,993 $ 9,345 $ 35,705 International 47,918 3,676 7,512 59,106 Total Revenue $ 66,285 $ 11,669 $ 16,857 $ 94,811 Three Months Ended March 31, 2020 Tubular Running Services Tubulars Cementing Equipment Consolidated United States $ 30,169 $ 9,797 $ 13,531 $ 53,497 International 59,328 2,745 7,922 69,995 Total Revenue $ 89,497 $ 12,542 $ 21,453 $ 123,492 Revenue by geographic area were as follows (in thousands): Three Months Ended March 31, 2021 2020 United States $ 35,705 $ 53,497 Europe/Middle East/Africa 28,254 35,434 Latin America 21,934 20,925 Asia Pacific 7,653 9,569 Other countries 1,265 4,067 Total Revenue $ 94,811 $ 123,492 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, net severance and other charges, other non-cash adjustments and other 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), 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): Three Months Ended March 31, 2021 2020 Segment Adjusted EBITDA: Tubular Running Services $ 8,128 $ 13,305 Tubulars 639 1,396 Cementing Equipment 4,795 2,544 Corporate (1) (6,909) (10,186) 6,653 7,059 Goodwill impairment — (57,146) Severance and other charges, net (7,376) (20,725) Interest income (expense), net (287) 533 Depreciation and amortization (16,107) (19,718) Income tax (expense) benefit (1,070) 15,563 Gain (loss) on disposal of assets 182 (60) Foreign currency loss (2,868) (9,892) Charges and credits (2) (3,013) (1,592) Net loss $ (23,886) $ (85,978) (1) Includes certain expenses not attributable to a particular segment, such as costs related to support functions and corporate executives. (2) Comprised of Equity-based compensation expense (for the three months ended March 31, 2021 and 2020: $2,872 and $2,146, respectively), Unrealized and realized gains (losses) (for the three months ended March 31, 2021 and 2020: $(99) and $1,704, respectively) and Investigation-related matters (for the three months ended March 31, 2021 and 2020: $42 and $1,150, respectively). The following tables set forth certain financial information with respect to our reportable segments (in thousands): Tubular Running Services Tubulars Cementing Equipment Corporate Total Three Months Ended March 31, 2021 Revenue from external customers $ 66,285 $ 11,669 $ 16,857 $ — $ 94,811 Operating income (loss) (5,452) (875) 1,993 (15,452) (19,786) Adjusted EBITDA 8,128 639 4,795 (6,909) * Three Months Ended March 31, 2020 Revenue from external customers $ 89,497 $ 12,542 $ 21,453 $ — $ 123,492 Operating income (loss) (1,315) 651 (77,498) (16,046) (94,208) Adjusted EBITDA 13,305 1,396 2,544 (10,186) * |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements of FINV for the three months ended March 31, 2021 and 2020 include the activities of FINV, FICV, Blackhawk Group Holdings, LLC (“Blackhawk”) and their wholly owned subsidiaries (either individually or together, as context requires, 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, 2020 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, 2020, which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2021 (“Annual Report”). 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. |
Reclassifications | Reclassifications Certain prior-period amounts have been reclassified to conform to the current period’s presentation. These reclassifications had no impact on our operating income (loss), net income (loss), working capital, cash flows or total equity previously reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) generally in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all accounting pronouncements. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position, results of operations and cash flows. 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 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Amounts reported in the condensed consolidated balance sheets and condensed consolidated statements of cash flows as cash, cash equivalents and restricted cash at March 31, 2021 and December 31, 2020 were as follows (in thousands): March 31, December 31, 2021 2020 Cash and cash equivalents $ 191,339 $ 209,575 Restricted cash 1,656 1,672 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 192,995 $ 211,247 |
Restrictions on Cash and Cash Equivalents | Amounts reported in the condensed consolidated balance sheets and condensed consolidated statements of cash flows as cash, cash equivalents and restricted cash at March 31, 2021 and December 31, 2020 were as follows (in thousands): March 31, December 31, 2021 2020 Cash and cash equivalents $ 191,339 $ 209,575 Restricted cash 1,656 1,672 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 192,995 $ 211,247 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable at March 31, 2021 and December 31, 2020 were as follows (in thousands): March 31, December 31, 2021 2020 Trade accounts receivable, net of allowance for credit losses of $4,112 and $3,857, respectively $ 67,171 $ 65,684 Unbilled receivables 29,923 26,215 Taxes receivable 15,392 14,292 Affiliated (1) 549 549 Other receivables 3,546 3,867 Total accounts receivable, net $ 116,581 $ 110,607 (1) Amounts represent expenditures on behalf of non-consolidated affiliates. |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at March 31, 2021 and December 31, 2020 were as follows (in thousands): March 31, December 31, 2021 2020 Pipe and connectors, net of allowance of $16,561 and $16,819, respectively $ 32,690 $ 22,642 Finished goods, net of allowance of $84 and $84, respectively 20,999 22,715 Work in progress 1,954 1,730 Raw materials, components and supplies 39,095 34,631 Total inventories, net $ 94,738 $ 81,718 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | The following is a summary of property, plant and equipment at March 31, 2021 and December 31, 2020 (in thousands): Estimated March 31, December 31, Land — $ 31,080 $ 30,869 Land improvements 8-15 7,688 7,620 Buildings and improvements 13-39 118,592 121,105 Rental machinery and equipment 2-7 906,117 897,398 Machinery and equipment - other 7 54,869 54,842 Furniture, fixtures and computers 3-5 19,756 16,928 Automobiles and other vehicles 5 25,894 25,948 Leasehold improvements 7-15, or lease term if shorter 12,754 12,773 Construction in progress - machinery and equipment — 12,412 24,381 1,189,162 1,191,864 Less: Accumulated depreciation (933,761) (919,157) Total property, plant and equipment, net $ 255,401 $ 272,707 |
Summary of Depreciation and Amortization Expense | The following table presents the depreciation and amortization expense associated with each line item for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Services $ 14,472 $ 17,263 Products 138 239 General and administrative expenses 1,497 2,216 Total $ 16,107 $ 19,718 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table provides information related to our intangible assets as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Total Gross Carrying Amount Accumulated Amortization Total Customer Relationships $ 28,300 $ (26,917) $ 1,383 $ 28,300 $ (26,324) $ 1,976 Intellectual Property 18,136 (8,457) 9,679 13,860 (7,939) 5,921 Total intangible assets $ 46,436 $ (35,374) $ 11,062 $ 42,160 $ (34,263) $ 7,897 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets | Other assets at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, December 31, 2021 2020 Cash surrender value of life insurance policies (1) $ 26,586 $ 26,167 Deposits 2,023 2,182 Other 2,298 2,510 Total other assets $ 30,907 $ 30,859 (1) See Note 10—Fair Value Measurements for additional information. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, December 31, 2021 2020 Accounts payable $ 30,999 $ 22,277 Accrued compensation 22,884 23,212 Accrued property and other taxes 13,294 14,420 Accrued severance and other charges 97 2,666 Income taxes 14,364 16,029 Affiliated (1) 2,238 2,513 Accrued purchase orders and other 23,209 18,869 Total accounts payable and accrued liabilities $ 107,085 $ 99,986 (1) Represents amounts owed to non-consolidated affiliates. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of March 31, 2021 and December 31, 2020, were as follows (in thousands): Quoted Prices Significant Significant (Level 1) (Level 2) (Level 3) Total March 31, 2021 Assets: Investments: Cash surrender value of life insurance policies - deferred compensation plan $ — $ 26,586 $ — $ 26,586 Marketable securities - other 2 — — 2 Liabilities: Deferred compensation plan — 20,125 — 20,125 December 31, 2020 Assets: Investments: Cash surrender value of life insurance policies - deferred compensation plan $ — $ 26,167 $ — $ 26,167 Marketable securities - other 3 — — 3 Liabilities: Deferred compensation plan — 20,271 — 20,271 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Common Share, Basic and Diluted | The following table summarizes the basic and diluted loss per share calculations (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Numerator Net loss $ (23,886) $ (85,978) Denominator Basic and diluted weighted average common shares (1) 227,019 225,505 Loss per common share: Basic and diluted $ (0.11) $ (0.38) (1) Approximate number of unvested restricted stock units and stock to be issued pursuant to the ESPP that have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when results from operations are at a net loss position. 2,252 2,015 |
Severance and Other Charges, _2
Severance and Other Charges, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of Severance and Other Charges, net | Our severance and other charges, net are summarized below (in thousands): Three Months Ended March 31, 2021 2020 Severance and other costs $ 265 $ 538 Mergers and acquisition expense 6,804 — Fixed asset impairments and retirements 171 15,479 Inventory write-offs 136 — Intangible asset impairments — 4,708 $ 7,376 $ 20,725 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Disaggregation of Revenue | The following tables presents our revenue disaggregated by geography, based on the location where our services were provided and products sold (in thousands): Three Months Ended March 31, 2021 Tubular Running Services Tubulars Cementing Equipment Consolidated United States $ 18,367 $ 7,993 $ 9,345 $ 35,705 International 47,918 3,676 7,512 59,106 Total Revenue $ 66,285 $ 11,669 $ 16,857 $ 94,811 Three Months Ended March 31, 2020 Tubular Running Services Tubulars Cementing Equipment Consolidated United States $ 30,169 $ 9,797 $ 13,531 $ 53,497 International 59,328 2,745 7,922 69,995 Total Revenue $ 89,497 $ 12,542 $ 21,453 $ 123,492 Revenue by geographic area were as follows (in thousands): Three Months Ended March 31, 2021 2020 United States $ 35,705 $ 53,497 Europe/Middle East/Africa 28,254 35,434 Latin America 21,934 20,925 Asia Pacific 7,653 9,569 Other countries 1,265 4,067 Total Revenue $ 94,811 $ 123,492 |
Reconciliation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization from Segments to Net Loss | The following table presents a reconciliation of Segment Adjusted EBITDA to net loss (in thousands): Three Months Ended March 31, 2021 2020 Segment Adjusted EBITDA: Tubular Running Services $ 8,128 $ 13,305 Tubulars 639 1,396 Cementing Equipment 4,795 2,544 Corporate (1) (6,909) (10,186) 6,653 7,059 Goodwill impairment — (57,146) Severance and other charges, net (7,376) (20,725) Interest income (expense), net (287) 533 Depreciation and amortization (16,107) (19,718) Income tax (expense) benefit (1,070) 15,563 Gain (loss) on disposal of assets 182 (60) Foreign currency loss (2,868) (9,892) Charges and credits (2) (3,013) (1,592) Net loss $ (23,886) $ (85,978) (1) Includes certain expenses not attributable to a particular segment, such as costs related to support functions and corporate executives. (2) Comprised of Equity-based compensation expense (for the three months ended March 31, 2021 and 2020: $2,872 and $2,146, respectively), Unrealized and realized gains (losses) (for the three months ended March 31, 2021 and 2020: $(99) and $1,704, respectively) and Investigation-related matters (for the three months ended March 31, 2021 and 2020: $42 and $1,150, respectively). |
Schedule of Financial Information, by Reportable Segments | The following tables set forth certain financial information with respect to our reportable segments (in thousands): Tubular Running Services Tubulars Cementing Equipment Corporate Total Three Months Ended March 31, 2021 Revenue from external customers $ 66,285 $ 11,669 $ 16,857 $ — $ 94,811 Operating income (loss) (5,452) (875) 1,993 (15,452) (19,786) Adjusted EBITDA 8,128 639 4,795 (6,909) * Three Months Ended March 31, 2020 Revenue from external customers $ 89,497 $ 12,542 $ 21,453 $ — $ 123,492 Operating income (loss) (1,315) 651 (77,498) (16,046) (94,208) Adjusted EBITDA 13,305 1,396 2,544 (10,186) * |
Basis of Presentation (Details)
Basis of Presentation (Details) | 3 Months Ended | |||
Sep. 30, 2021USD ($)$ / shares | Mar. 31, 2021€ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2020€ / shares | |
Subsequent Event [Line Items] | ||||
Common stock, par value per share (in USD per share) | € / shares | € 0.01 | € 0.01 | ||
Tax receivable agreement, estimated termination payment | $ 70,000,000 | |||
Forecast | Expro Group Holdings International Limited | ||||
Subsequent Event [Line Items] | ||||
Voting interests acquired | 35.00% | |||
Termination fee | $ 37,500,000 | |||
Tax receivable agreement, estimated termination payment | $ 15,000,000 | |||
Tax receivable agreement, contingent payments due, trigger amount, period | 10 years | |||
Tax receivable agreement, contingent payments due, trigger amount | $ 18,057,000 | |||
Forecast | Expro Group Holdings International Limited | Expro Group Holdings International Limited | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value per share (in USD per share) | $ / shares | $ 0.01 | |||
Exchange ratio | 7.2720 | |||
Voting interests acquired | 65.00% | |||
Termination fee | $ 71,500,000 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 191,339 | $ 209,575 | ||
Restricted cash | 1,656 | 1,672 | ||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 192,995 | $ 211,247 | $ 172,255 | $ 196,740 |
Cash, Cash Equivalents and Re_4
Cash, Cash Equivalents and Restricted Cash - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | ||
Cash paid (received) for income taxes, net | $ 2.5 | $ 1.1 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Trade accounts receivable, net of allowance for credit losses of $4,112 and $3,857, respectively | $ 67,171 | $ 65,684 |
Allowance for credit losses | 4,112 | 3,857 |
Unbilled receivables | 29,923 | 26,215 |
Taxes receivable | 15,392 | 14,292 |
Affiliated | 549 | 549 |
Other receivables | 3,546 | 3,867 |
Total accounts receivable, net | $ 116,581 | $ 110,607 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Pipe and connectors, net of allowance of $16,561 and $16,819, respectively | $ 32,690 | $ 22,642 |
Finished goods, net of allowance of $84 and $84, respectively | 20,999 | 22,715 |
Work in progress | 1,954 | 1,730 |
Raw materials, components and supplies | 39,095 | 34,631 |
Total inventories, net | 94,738 | 81,718 |
Pipe and Connectors | ||
Inventory [Line Items] | ||
Allowance | 16,561 | 16,819 |
Finished Goods | ||
Inventory [Line Items] | ||
Allowance | $ 84 | $ 84 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,189,162 | $ 1,191,864 |
Less: Accumulated depreciation | (933,761) | (919,157) |
Total property, plant and equipment, net | 255,401 | 272,707 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 31,080 | 30,869 |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7,688 | 7,620 |
Land improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 8 years | |
Land improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 15 years | |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 118,592 | 121,105 |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 13 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 39 years | |
Rental machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 906,117 | 897,398 |
Rental machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Rental machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Machinery and equipment - other | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Property, plant and equipment, gross | $ 54,869 | 54,842 |
Furniture, fixtures and computers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 19,756 | 16,928 |
Furniture, fixtures and computers | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Furniture, fixtures and computers | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Automobiles and other vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Property, plant and equipment, gross | $ 25,894 | 25,948 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 12,754 | 12,773 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 15 years | |
Construction in progress - machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 12,412 | $ 24,381 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Impairment of assets held-for-use | $ 0 | $ 15,500,000 |
Proceeds from sale of building classified as held for sale | 2,073,000 | $ 70,000 |
Property, plant and equipment, transfers increase (decrease) | (2,600,000) | |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Proceeds from sale of building classified as held for sale | 1,900,000 | |
Gain on sale of building classified as held for sale | $ 200,000 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 16,107 | $ 19,718 |
Services | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | 14,472 | 17,263 |
Products | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | 138 | 239 |
General and administrative expenses | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 1,497 | $ 2,216 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Goodwill [Line Items] | |||
Goodwill impairment | $ 0 | $ 57,146,000 | |
Potential increase (decrease) on basis spread of discount rate | 0.0050 | ||
Impact of 50 basis points adverse change in discount rate | $ 4,300,000 | ||
Goodwill | 42,785,000 | $ 42,785,000 | |
Amortization expense for intangible assets | 1,100,000 | 1,700,000 | |
Intangible asset impairments | 0 | $ 4,708,000 | |
Cementing Equipment | |||
Goodwill [Line Items] | |||
Goodwill | 24,100,000 | ||
Tubular Running Services | |||
Goodwill [Line Items] | |||
Goodwill | $ 18,700,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 46,436 | $ 42,160 |
Accumulated Amortization | (35,374) | (34,263) |
Total | 11,062 | 7,897 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 28,300 | 28,300 |
Accumulated Amortization | (26,917) | (26,324) |
Total | 1,383 | 1,976 |
Intellectual Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 18,136 | 13,860 |
Accumulated Amortization | (8,457) | (7,939) |
Total | $ 9,679 | $ 5,921 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Cash surrender value of life insurance policies | $ 26,586 | $ 26,167 |
Deposits | 2,023 | 2,182 |
Other | 2,298 | 2,510 |
Total other assets | $ 30,907 | $ 30,859 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 30,999 | $ 22,277 |
Accrued compensation | 22,884 | 23,212 |
Accrued property and other taxes | 13,294 | 14,420 |
Accrued severance and other charges | 97 | 2,666 |
Income taxes | 14,364 | 16,029 |
Affiliated | 2,238 | 2,513 |
Accrued purchase orders and other | 23,209 | 18,869 |
Total accounts payable and accrued liabilities | $ 107,085 | $ 99,986 |
Debt (Details)
Debt (Details) - ABL Credit Facility | Nov. 05, 2018USD ($)day | Mar. 31, 2021USD ($) |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Covenant, consolidated EBITDA, minimum | 1 | |
Covenant, minimum fixed charges amount | $ 12,500,000 | |
Covenant, minimum fixed charges percentage | 15.00% | |
Covenant, availability under facility, triggering event, consecutive number of days (at least) | day | 2 | |
Covenant, availability under facility, post triggering event, consecutive number of days | day | 30 | |
Revolving Credit Facility | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Expiration period | 5 years | |
Maximum borrowing capacity | $ 100,000,000 | |
Maximum additional borrowing capacity | $ 200,000,000 | |
Federal funds effective rate | 0.00% | |
Basis spread on variable rate | 0.50% | |
Outstanding indebtedness | $ 0 | |
Available borrowing capacity | 23,500,000 | |
Revolving Credit Facility | Secured Debt | Minimum | ||
Line of Credit Facility [Line Items] | ||
Unused capacity, commitment fee | 0.25% | |
Revolving Credit Facility | Secured Debt | Maximum | ||
Line of Credit Facility [Line Items] | ||
Unused capacity, commitment fee | 0.375% | |
Revolving Credit Facility | Secured Debt | London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Revolving Credit Facility | Secured Debt | Alternate Base Rate | Minimum | ||
Line of Credit Facility [Line Items] | ||
Additional basis spread on variable rate | 1.00% | |
Revolving Credit Facility | Secured Debt | Alternate Base Rate | Maximum | ||
Line of Credit Facility [Line Items] | ||
Additional basis spread on variable rate | 1.50% | |
Revolving Credit Facility | Secured Debt | Eurodollar | Minimum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 2.00% | |
Revolving Credit Facility | Secured Debt | Eurodollar | Maximum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 2.50% | |
Revolving Credit Facility | Lines of credit | ||
Line of Credit Facility [Line Items] | ||
Letters of credit, amount outstanding | $ 10,300,000 | |
Letter of Credit | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 15,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Investments: | ||
Cash surrender value of life insurance policies - deferred compensation plan | $ 26,586 | $ 26,167 |
Marketable securities - other | 2 | 3 |
Deferred compensation plan | ||
Liabilities: | ||
Deferred compensation plan | 20,125 | 20,271 |
Quoted Prices in Active Markets (Level 1) | ||
Investments: | ||
Cash surrender value of life insurance policies - deferred compensation plan | 0 | 0 |
Marketable securities - other | 2 | 3 |
Quoted Prices in Active Markets (Level 1) | Deferred compensation plan | ||
Liabilities: | ||
Deferred compensation plan | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Investments: | ||
Cash surrender value of life insurance policies - deferred compensation plan | 26,586 | 26,167 |
Marketable securities - other | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Deferred compensation plan | ||
Liabilities: | ||
Deferred compensation plan | 20,125 | 20,271 |
Significant Unobservable Inputs (Level 3) | ||
Investments: | ||
Cash surrender value of life insurance policies - deferred compensation plan | 0 | 0 |
Marketable securities - other | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Deferred compensation plan | ||
Liabilities: | ||
Deferred compensation plan | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 26, 2016 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Operating lease right-of-use assets | $ 27,972,000 | $ 28,116,000 | |||
Estimated termination payment, tax receivable agreement | $ 70,000,000 | ||||
Discount rate, tax receivable agreement liability | 4.15% | ||||
Forecast | Expro Group Holdings International Limited | |||||
Related Party Transaction [Line Items] | |||||
Estimated termination payment, tax receivable agreement | $ 15,000,000 | ||||
Tax receivable agreement, contingent payments due, trigger amount, period | 10 years | ||||
Tax receivable agreement, contingent payments due, trigger amount | $ 18,057,000 | ||||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Rent expense | $ 700,000 | $ 700,000 | |||
Operating lease right-of-use assets | 3,100,000 | ||||
Operating lease liabilities | $ 4,500,000 | ||||
Affiliated Entity | Mosing Holdings | |||||
Related Party Transaction [Line Items] | |||||
Percentage of tax benefits realized payable, tax receivable agreement | 85.00% | ||||
Percentage retained under tax receivable agreement | 15.00% | ||||
Cumulative deficit, period, tax receivable agreement | 36 months | ||||
Long-Term Treasury Rate | Affiliated Entity | Mosing Holdings | |||||
Related Party Transaction [Line Items] | |||||
Basis spread on variable rate, tax receivable agreement | 3.00% |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator | ||
Net loss | $ (23,886) | $ (85,978) |
Denominator | ||
Basic and diluted weighted average common shares (in shares) | 227,019 | 225,505 |
Loss per common share: | ||
Basic and diluted (in USD per share) | $ (0.11) | $ (0.38) |
Approximate number of unvested restricted stock units and stock to be issued pursuant to the ESPP that have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when results from operations are at a net loss position (in shares) | 2,252 | 2,015 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | (4.70%) | 15.30% |
Severance and Other Charges, _3
Severance and Other Charges, net - Summary of Severance and Other Charges (Credits), net (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | ||
Severance and other costs | $ 265,000 | $ 538,000 |
Mergers and acquisition expense | 6,804,000 | 0 |
Fixed asset impairments and retirements | 171,000 | 15,479,000 |
Inventory write-offs | 136,000 | 0 |
Intangible asset impairments | 0 | 4,708,000 |
Severance and other charges, net | $ 7,376,000 | $ 20,725,000 |
Severance and Other Charges, _4
Severance and Other Charges, net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Acquisition [Line Items] | ||
Mergers and acquisition expense | $ 6,804,000 | $ 0 |
Impairment associated with construction in progress | 200,000 | 15,500,000 |
Impairment of assets held-for-use | 0 | 15,500,000 |
Inventory write-offs | 136,000 | 0 |
Intangible asset impairments | 0 | $ 4,708,000 |
Expro Group Holdings International Limited | ||
Business Acquisition [Line Items] | ||
Mergers and acquisition expense | $ 6,800,000 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021countrysegmentcontinentft | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | segment | 3 |
Maximum | |
Segment Reporting Information [Line Items] | |
Length of tubular assemblies (in feet) | ft | 400 |
Tubular Running Services | |
Segment Reporting Information [Line Items] | |
Number of countries in which entity operates | country | 40 |
Number of continents in which entity operates | continent | 6 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue by Revenue Source and Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 94,811 | $ 123,492 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 35,705 | 53,497 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 59,106 | 69,995 |
Europe/Middle East/Africa | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 28,254 | 35,434 |
Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 21,934 | 20,925 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,653 | 9,569 |
Other countries | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,265 | 4,067 |
Tubular Running Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 66,285 | 89,497 |
Tubular Running Services | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 18,367 | 30,169 |
Tubular Running Services | International | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 47,918 | 59,328 |
Tubulars | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11,669 | 12,542 |
Tubulars | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,993 | 9,797 |
Tubulars | International | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,676 | 2,745 |
Cementing Equipment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 16,857 | 21,453 |
Cementing Equipment | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,345 | 13,531 |
Cementing Equipment | International | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 7,512 | $ 7,922 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization from Segments to Net Loss (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment Adjusted EBITDA | $ 6,653,000 | $ 7,059,000 |
Goodwill impairment | 0 | (57,146,000) |
Severance and other charges, net | (7,376,000) | (20,725,000) |
Interest income (expense), net | (287,000) | 533,000 |
Depreciation and amortization | (16,107,000) | (19,718,000) |
Income tax (expense) benefit | (1,070,000) | 15,563,000 |
Gain (loss) on disposal of assets | 182,000 | (60,000) |
Foreign currency loss | (2,868,000) | (9,892,000) |
Charges and credits | (3,013,000) | (1,592,000) |
Net loss | (23,886,000) | (85,978,000) |
Equity-based compensation expense | 2,872,000 | 2,146,000 |
Unrealized and realized gains (losses) | (99,000) | 1,704,000 |
Investigation-related matters | 42,000 | 1,150,000 |
Operating Segments | Tubular Running Services | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment Adjusted EBITDA | 8,128,000 | 13,305,000 |
Operating Segments | Tubulars | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment Adjusted EBITDA | 639,000 | 1,396,000 |
Operating Segments | Cementing Equipment | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment Adjusted EBITDA | 4,795,000 | 2,544,000 |
Corporate | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment Adjusted EBITDA | $ (6,909,000) | $ (10,186,000) |
Segment Information - Financial
Segment Information - Financial Information with Respect to Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Revenue from external customers | $ 94,811 | $ 123,492 |
Operating income (loss) | (19,786) | (94,208) |
Adjusted EBITDA | 6,653 | 7,059 |
Tubular Running Services | ||
Revenue from External Customer [Line Items] | ||
Revenue from external customers | 66,285 | 89,497 |
Tubulars | ||
Revenue from External Customer [Line Items] | ||
Revenue from external customers | 11,669 | 12,542 |
Cementing Equipment | ||
Revenue from External Customer [Line Items] | ||
Revenue from external customers | 16,857 | 21,453 |
Operating Segments | Tubular Running Services | ||
Revenue from External Customer [Line Items] | ||
Revenue from external customers | 66,285 | 89,497 |
Operating income (loss) | (5,452) | (1,315) |
Adjusted EBITDA | 8,128 | 13,305 |
Operating Segments | Tubulars | ||
Revenue from External Customer [Line Items] | ||
Revenue from external customers | 11,669 | 12,542 |
Operating income (loss) | (875) | 651 |
Adjusted EBITDA | 639 | 1,396 |
Operating Segments | Cementing Equipment | ||
Revenue from External Customer [Line Items] | ||
Revenue from external customers | 16,857 | 21,453 |
Operating income (loss) | 1,993 | (77,498) |
Adjusted EBITDA | 4,795 | 2,544 |
Corporate | ||
Revenue from External Customer [Line Items] | ||
Revenue from external customers | 0 | 0 |
Operating income (loss) | (15,452) | (16,046) |
Adjusted EBITDA | $ (6,909) | $ (10,186) |