Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | |
Jan. 31, 2019 | Mar. 18, 2019 | |
Document And Entity Information | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Jan. 31, 2019 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | FY | |
Entity Current Reporting Status | Yes | |
Entity Registrant Name | KLX Energy Services Holdings, Inc. | |
Entity Central Index Key | 0001738827 | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding | 23,129,490 | |
Entity Public Float | $ 509.3 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Millions | Jan. 31, 2019 | Jan. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 163.8 | |
Accounts receivable–trade, less allowance for doubtful accounts ($3.1 at January 31, 2019 and $2.3 at January 31, 2018) | 119.6 | $ 73.9 |
Inventories, net | 15.4 | 10.2 |
Other current assets | 9.5 | 2 |
Total current assets | 308.3 | 86.1 |
Property and equipment, net of accumulated depreciation ($152.7 at January 31, 2019 and $128.9 at January 31, 2018) | 271.9 | 179.5 |
Goodwill | 43.2 | |
Identifiable intangible assets, net | 30.3 | 2.8 |
Other assets | 19.1 | 5.4 |
Total assets | 672.8 | 273.8 |
Current liabilities: | ||
Accounts payable | 47.3 | 31.8 |
Accrued interest | 7.2 | |
Accrued liabilities | 30.7 | 16.2 |
Total current liabilities | 85.2 | 48 |
Long-term debt | 242.2 | |
Other non-current liabilities | 4.7 | 1.2 |
Commitments, contingencies and off-balance sheet arrangements (Note 8) | ||
Parent company equity: | ||
Common stock, $0.01 par value; 110.0 million shares authorized; 22.6 million shares issued as of January 31, 2019 and 0 shares issued as of January 31, 2018 | 0.2 | |
Additional paid-in capital | 345 | |
Former Parent investment | 1,025.8 | |
Accumulated deficit | (4.5) | (801.2) |
Total stockholders' equity | 340.7 | 224.6 |
Total liabilities and equity | $ 672.8 | $ 273.8 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) shares in Millions, $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value | $ 0.01 | |
Common stock, shares authorized | 110 | |
Common stock, shares issued | 22.6 | 0 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) | |||
Service revenues | $ 495.3 | $ 320.5 | $ 152.2 |
Cost of sales | 370.4 | 269.1 | 181.3 |
Selling, general and administrative | 100.4 | 73.4 | 60.1 |
Research and development costs | 2.4 | 2 | 0.3 |
Goodwill impairment charge | 0 | ||
Operating earnings (loss) | 22.1 | (24) | (89.5) |
Interest expense, net | 7.1 | ||
Earnings (loss) before income taxes | 15 | (24) | (89.5) |
Income tax expense | 0.6 | 0.1 | 0.1 |
Net earnings (loss) | $ 14.4 | $ (24.1) | $ (89.6) |
Net earnings (loss) per share - basic | $ 0.72 | $ (1.20) | $ (4.46) |
Net earnings (loss) per share - diluted | $ 0.71 | $ (1.20) | $ (4.46) |
Weighted average common shares - basic | 20.1 | 20.1 | 20.1 |
Weighted average common shares - diluted | 20.2 | 20.1 | 20.1 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Common Stock | Additional Paid-in Capital | Former Parent Company Investment | Retained Earnings (Deficit) | Total |
Balance at Jan. 31, 2016 | $ 879.6 | $ (687.5) | $ 192.1 | ||
Net transfers from Former Parent | 75.5 | 75.5 | |||
Net earnings (loss) | (89.6) | (89.6) | |||
Balance at Jan. 31, 2017 | 955.1 | (777.1) | 178 | ||
Net transfers from Former Parent | 70.7 | 70.7 | |||
Net earnings (loss) | (24.1) | (24.1) | |||
Balance at Jan. 31, 2018 | 1,025.8 | (801.2) | 224.6 | ||
Net transfers from Former Parent | $ 0.3 | 31.5 | 31.8 | ||
Net earnings (loss) | 14.4 | ||||
Net earnings before spin-off | 18.9 | 18.9 | |||
Net loss after spin-off | (4.5) | (4.5) | |||
Capital contribution from Former Parent | 50 | 50 | |||
Consummation of spin-off transaction on September 14, 2018 | $ 0.2 | 324.8 | $ (1,107.3) | 782.3 | |
Consummation of spin-off transaction on September 14, 2018 (in shares) | 20.1 | ||||
Issuance of shares as a component of Motley acquisition price | 3 | 3 | |||
Issuance of shares as a component of Motley acquisition price (in shares) | 0.1 | ||||
Restricted stock grants, net of forfeitures and restricted stock unit vesting | 16.9 | 16.9 | |||
Restricted stock grants, net of forfeitures and restricted stock unit vesting (in shares) | 2.4 | ||||
Balance at Jan. 31, 2019 | $ 0.2 | $ 345 | $ (4.5) | $ 340.7 | |
Balance (shares) at Jan. 31, 2019 | 22.6 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net earnings (loss) | $ 14.4 | $ (24.1) | $ (89.6) |
Adjustments to reconcile net earnings (loss) to net cash flows provided by (used in) operating activities: | |||
Depreciation and amortization | 41.5 | 33.5 | 36.2 |
Non-cash compensation | 23.5 | 12.5 | 9 |
Amortization of deferred financing fees | 0.3 | ||
Provision for inventory reserve | 1.6 | 1.2 | 0.1 |
Change in allowance for doubtful accounts | 0.8 | (0.4) | (1.6) |
(Gain) loss on disposal of property, equipment and other | (2.1) | 0.9 | 3.7 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (23.2) | (43) | 8.9 |
Inventories | (6.8) | (2.1) | 1.1 |
Other current and non-current assets | (5.5) | (6.3) | 5.9 |
Accounts payable | 3.7 | 12.6 | (3.9) |
Other current and non-current liabilities | 13.8 | 5.8 | (7.3) |
Net cash flows provided by (used in) operating activities | 62 | (9.4) | (37.5) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (84) | (49.4) | (29) |
Proceeds from sale of assets | 9.9 | 0.6 | |
Acquisitions, net of cash acquired | (140) | ||
Net cash flows used in investing activities | (214.1) | (48.8) | (29) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from long-term debt | 250 | ||
Debt origination costs | (9.3) | ||
Capital contribution from Former Parent | 50 | ||
Net transfers from Former Parent (pre spin-off) | 25.2 | 58.2 | 66.5 |
Net cash flows provided by financing activities | 315.9 | 58.2 | 66.5 |
Net change in cash and cash equivalents | 163.8 | ||
Cash and cash equivalents, end of period | 163.8 | ||
Cash paid during period for: | |||
Change in deposits on capital expenditures | 5.2 | ||
Interest | 0.1 | ||
Supplemental schedule of non-cash activities: | |||
Accrued capital expenditures | $ 10.6 | $ 4.8 | $ 1 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2019 | |
Description of Business and Summary of Significant Accounting Policies | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business On September 14, 2018, KLX Inc. (the “Former Parent” or “KLX”) created an independent, publicly-traded company through a spin-off of its Energy Services Group business to Former Parent’s stockholders (the “Spin-Off”). As a result of the Spin-Off, KLX Energy Services Holdings, Inc. (the “Company” or “KLX Energy Services”) now operates as an independent, publicly-traded company. January 31, 2018 and 2017 basic and diluted earnings per common share and the average number of common shares outstanding were calculated using the number of KLX Energy Services common shares outstanding immediately following the Spin-Off. The Company is a provider of completion, intervention and production services and products to the major onshore oil and gas producing regions of the United States. Basis of Presentation Prior to the Spin-Off on September 14, 2018, the Company’s financial statements were derived from the Former Parent’s consolidated financial statements and accounting records as if it was operated on a stand-alone basis and were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany transactions and account balances within the Company have been eliminated. The statements of earnings (loss) reflect allocations of general corporate expenses from the Former Parent, including, but not limited to, executive management, finance, legal, information technology, human resources, employee benefits administration, treasury, risk management, procurement and other shared services. The allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenues generated, costs incurred, headcount or other measures. Management of the Company considers these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company. The allocations may not, however, reflect the expense the Company would have incurred as a stand-alone company for the periods presented. Actual costs that may have been incurred if the Company had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. Former Parent Company Investment — Former Parent company investment in the balance sheet as of January 31, 2018 represents Former Parent’s historical investment in the Company, the net effect of cost allocations from transactions with Former Parent and net transfers of cash and assets from Former Parent. See Note 5 for a further description of the transactions between the Company and Former Parent. Use of Estimates —The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates. Revenue Recognition —Sales of products and services are recorded when the earnings process is complete. Service revenues from oilfield technical services and related tools and equipment are recorded when services are performed and/or equipment is rented pursuant to a completed purchase order or master services agreement that sets forth firm pricing and payment terms. Revenues from the sale of products are recorded upon delivery, customer acceptance and when collectability is reasonably assured. Income Taxes —The Company provides deferred income taxes for temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. Deferred income taxes are computed using enacted tax rates that are expected to be in effect when the temporary differences reverse. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. At this time, the Company does not have any uncertain tax positions; however, if the Company does record uncertain tax positions in the future, it expects to record them within income tax expense and to classify interest and penalties related to income taxes as income tax expense. Cash Equivalents —The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Accounts Receivable, Net —The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by review of their current credit information. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. The allowance for doubtful accounts at January 31, 2019 and 2018 was $3.1 and $2.3, respectively. Inventories —Inventories, made up of finished goods, primarily consist of packers, plugs and other consumables used to perform services for customers. The Company values inventories at the lower of cost or net realizable value. Reserves for excess and obsolete inventory were approximately $2.0 and $1.1 as of January 31, 2019 and 2018, respectively. Property and Equipment, Net —Property and equipment are stated at cost and depreciated generally under the straight-line method over their estimated useful lives of one to forty years (or the lesser of the term of the lease for leasehold improvements, as appropriate). Goodwill and Intangible Assets, Net— Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles—Goodwill and Other, goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment. Acquired intangible assets with definite lives are amortized over their individual useful lives. As of January 31, 2019, the Company had three reporting units, which were determined based on the guidelines contained in FASB ASC Topic 350, Subtopic 20, Section 35. Each reporting unit constitutes a business, for which there is discrete financial information available that is regularly reviewed by the management of the Company. Goodwill is tested at least annually as of December 31, and the Company’s management assesses whether there has been any impairment in the value of goodwill by comparing the fair value of the reporting unit to its net carrying value. If the carrying value exceeds its estimated fair value, an impairment loss is recognized for the difference up to the carrying value of goodwill. In this event, the asset is written down accordingly. The fair value is determined using valuation techniques based on estimates, judgments and assumptions that the Company’s management believes are appropriate in the circumstances. For the year ended January 31, 2019 (“Fiscal 2018”), the Company’s annual impairment testing yielded no impairments of goodwill. Long‑Lived Assets —Long-lived assets, such as property and equipment and purchased intangibles subject to amortization, are tested for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. For the years ended January 31, 2019, 2018 and 2017, there were no impairments of long lived assets. Common Stock Equivalents— The Company has potential common stock equivalents related to its outstanding restricted stock awards, restricted stock units and employee stock purchase plan. These potential common stock equivalents are not included in diluted loss per share for any period presented in which there is a net loss because the effect would have been anti ‑ dilutive. Accounting for Stock-Based Compensation —The Company accounts for share-based compensation arrangements in accordance with the provisions of FASB ASC 718, whereby share-based compensation cost is measured on the date of grant, based on the fair value of the award, and is recognized over the requisite service period. Compensation cost recognized during the years ended January 31, 2019, 2018 and 2017 primarily related to grants of restricted stock and restricted stock units granted or approved by Former Parent. The Company has established a qualified Employee Stock Purchase Plan, the terms of which allow for qualified employees (as defined in the Plan) to participate in the purchase of designated shares of the Company’s common stock at a price equal to 85% of the closing price on the last business day of each semi-annual stock purchase period. The fair value of the employee purchase rights represents the difference between the closing price of the Company’s shares on the date of purchase and the purchase price of the shares. Compensation cost relates to the Former Parent’s employee stock purchase plan through June 30, 2018, when Former Parent’s final option period ended. The Company’s first option period began on January 1, 2019 and no shares of common stock have been issued to employees under the Plan as of January 31, 2019. The value of the rights under the Plans granted during the years ended January 31, 2019, 2018 and 2017 was $0.1, $0.1 and $0.1, respectively. Concentration of Risk —The Company provides products and services to energy industry customers who focus on developing and producing oil and gas onshore in North America. The Company’s management performs ongoing credit evaluations on the financial condition of all of its customers and maintains allowances for uncollectible accounts receivable based on expected collectability. Credit losses have historically been within management’s expectations and the provisions established. Significant customers change from year to year depending on the level of exploration and production activity and the use of the Company’s services. During the years ended January 31, 2019, 2018 and 2017, no single customer accounted for more than 10% of the Company’s revenues. Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Compensation–Stock Compensation (Topic 718). This ASU was issued to provide clarity and reduce diversity in practice regarding the application of guidance on the modification of equity awards. The ASU states that an entity should account for the effects of a modification unless all of the following are met: the fair value, vesting conditions and the classification of the instrument as equity or liability of the modified award is the same as that of the original award immediately before such award is modified. The guidance became effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods. The adoption of ASU 2017-09 did not have a material impact on the Company’s consolidated financial statements as the Company historically has accounted for all modifications in accordance with Topic 718 and has not been subject to the exception described under this ASU. In January 2017, the FASB issued ASU 2017-01, Business Combinations. This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2017-01 is not expected to have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments related to how certain cash receipts and payments are presented and classified in the statement of cash flows. These cash flow issues include debt prepayment or extinguishment costs, settlement of zero-coupon debt, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, with early adoption permitted, and should be applied retrospectively. The Company does not expect a material impact upon adoption of this ASU to its consolidated financial statements as the Company’s statements of cash flows are not impacted by the eight issues listed above. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation—Stock Compensation. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments, including that excess tax benefits and shortfalls be recorded as income tax benefit or expense in the statement of earnings, rather than equity, and requires excess tax benefits from stock-based compensation to be classified in cash flow from operations. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company does not expect a material impact upon adoption of this ASU to its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases. This update is effective for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. Earlier adoption is permitted. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. In July 2018, Topic 842 was subsequently amended by ASU 2018-11, Targeted Improvements, which provides an additional transition method that gives companies the option to use the adoption date as the date of initial application and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2016-02 will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the effective date of February 1, 2020. The Company is currently evaluating the effect of this update on its consolidated financial statements. In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updated the guidance in ASC Topic 606, Revenue Recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. In August 2015, the FASB deferred the effective date for implementation of ASU 2014-09 by one year and during 2016, the FASB issued various related accounting standard updates, which clarified revenue accounting principles and provided supplemental adoption guidance. The guidance under ASU 2014-09 is effective for fiscal years beginning after December 15, 2018 and interim periods within annual reporting periods beginning after December 15, 2019. To assess the impact of this guidance, the Company has established a cross functional implementation project team, inventoried its revenue streams and contracts with customers and applied the principles of the guidance against a selection of contracts to assist in the determination of potential revenue accounting differences. No individually significant implementation matters were identified, and revenue will be recognized on a “point-in-time” basis for product revenues and over time for service revenues under the new standard, which is consistent with current practice. The Company implemented internal controls, policies and processes to comply with the new standard. The Company adopted ASC Topic 606 in the first quarter of fiscal 2019 using the modified retrospective method of adoption, which resulted in no changes to the opening balance sheet as of February 1, 2019. Prior period statements of earnings (loss) will remain unchanged. |
Business Combinations
Business Combinations | 12 Months Ended |
Jan. 31, 2019 | |
Business Combinations | |
Business Combinations | 2. BUSINESS COMBINATIONS On November 5, 2018, the Company acquired Motley Services, LLC (“Motley”), a premier provider of well completion and intervention services for complex, long lateral, horizontal wells, for $140.0 in cash (net of cash acquired) and $9.0 of shares of the Company’s common stock payable to certain employees of Motley. Based on the Company’s preliminary purchase price allocation, the excess of the purchase price over the fair value of the identifiable assets acquired approximated $71.5, of which $28.3 was allocated to identifiable intangible assets consisting of customer contracts and relationships and covenants not to compete, and $43.2 is included in goodwill. The primary items that generated the goodwill recognized were the premium paid by the Company for future earnings potential and the value of the assembled workforce that does not qualify for separate recognition. The useful life assigned to the customer contracts and relationships is 20 years, and the covenants not to compete are being amortized over their contractual periods of three years. The Motley acquisition was accounted for as a purchase under FASB ASC 805, Business Combinations (“ASC 805”). The assets purchased and liabilities assumed have been reflected in the accompanying consolidated balance sheet as of January 31, 2019. The results of operations for the Motley acquisition are included in the accompanying consolidated statements of earnings (loss) from the date of acquisition. The valuation of certain assets, principally intangible assets including goodwill and identified intangible assets related to the acquisition, is not yet complete, and as such, the Company has not yet finalized its allocation of the purchase price for the acquisition. The following table summarizes the current estimates of fair values of assets acquired and liabilities assumed in the Motley acquisition in accordance with ASC 805, which are currently recorded based on management’s estimates as follows: Accounts receivable-trade $ 23.3 Other current and non-current assets 9.3 Property and equipment 56.3 Goodwill 43.2 Identified intangibles 28.3 Accounts payable (6.0) Accrued liabilities (5.4) Total consideration paid $ 149.0 The majority of goodwill and intangible assets are expected to be deductible for tax purposes. The Company has substantially integrated Motley and, as a result, it is not practicable to report stand-alone revenues and operating earnings of the acquired business since the acquisition date. On a pro forma basis to give effect to the Motley acquisition, as if it occurred on February 1, 2017, revenues and net earnings (loss) for the years ended January 31, 2019 and 2018 would have been as follows: UNAUDITED YEAR ENDED January 31, 2019 January 31, 2018 Pro forma Pro forma Revenues $ 593.2 $ 389.9 Net earnings (loss) 19.3 (43.5) Earnings (loss) per diluted share 0.95 (2.16) |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jan. 31, 2019 | |
Property and Equipment, Net | |
Property and Equipment, Net | 3. PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: Useful January 31, January 31, Life (Years) 2019 2018 Land, buildings and improvements 1 - 40 $ 32.3 $ 29.6 Machinery 1 - 20 202.2 125.6 Furniture and equipment 1 - 10 190.1 153.2 424.6 308.4 Less accumulated depreciation 152.7 128.9 $ 271.9 $ 179.5 Depreciation expense was $40.7, $33.2 and $36.0 for the years ended January 31, 2019, 2018 and 2017. |
Goodwill and Long-Lived Assets,
Goodwill and Long-Lived Assets, Net | 12 Months Ended |
Jan. 31, 2019 | |
Goodwill and Long-Lived Assets, Net | |
Goodwill and Long-Lived Assets, Net | 4. GOODWILL AND LONG-LIVED ASSETS, NET The following sets forth the intangible assets by major asset class, all of which were acquired through business purchase transactions: January 31, 2019 January 31, 2018 Useful Life Original Accumulated Net Book Original Accumulated Net Book (Years) Cost Amortization Value Cost Amortization Value Customer contracts and relationships 20 $ 24.9 $ 0.3 $ 24.6 $ - $ - $ - Covenants not to compete 3 3.4 0.3 3.1 - - - Developed technologies 15 3.3 0.7 2.6 3.3 0.5 2.8 $ 31.6 $ 1.3 $ 30.3 $ 3.3 $ 0.5 $ 2.8 Amortization expense of intangible assets was $0.8, $0.3 and $0.2 for the years ended January 31, 2019, 2018 and 2017, respectively. In accordance with ASC 350, goodwill is not amortized but is subject to an annual impairment test. For the year ended January 31, 2019, the Company’s annual impairment testing yielded no impairments of goodwill. Long-lived assets, such as property and equipment and purchased intangibles subject to amortization, are tested for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. For the years ended January 31, 2019, 2018 and 2017, there were no impairments of long-lived assets. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2019 | |
Related Party Transactions | |
Related Party Transactions | 5. RELATED PARTY TRANSACTIONS The statements of earnings (loss) for the years ended January 31, 2019, 2018 and 2017 include an allocation of general corporate expenses from KLX. These costs were allocated to the Company on a systematic and reasonable basis utilizing a direct usage basis when identifiable, with the remainder allocated on the basis of revenue generated, costs incurred, headcount or other measures. Allocations for general corporate expenses, including management costs and corporate support services provided to the Company, totaled $16.6, $18.7 and $15.5 for the years ended January 31, 2019 up through the date of the Spin-Off, 2018 and 2017, respectively, and were reported in the Company’s selling, general and administrative expenses on its statements of earnings (loss). These amounts include costs for allocations related to Former Parent’s strategic alternatives review process in the first quarter of Fiscal 2018, the Company’s Spin-Off process in the second and third quarters of Fiscal 2018 as well as for functions including executive management, finance, legal, information technology, human resources, employee benefits administration, treasury, risk management, procurement and other shared services. In connection with the consummation of the Spin-Off, KLX Energy Services entered into a number of agreements with KLX, including a transition services agreement, distribution agreement, an employee matters agreement and an Intellectual Property (“IP”) matters agreement. These agreements govern the relationship between us and KLX and provide for the allocation between us and KLX of various assets, liabilities and obligations (including employee benefits, information technology and insurance). All services under the transition services agreement with Former Parent were terminated prior to January 31, 2019, and amounts under such agreement were not material for the year ended January 31, 2019. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Jan. 31, 2019 | |
Accrued Liabilities | |
Accrued Liabilities | 6. ACCRUED LIABILITIES Accrued liabilities consist of the following: January 31, January 31, 2019 2018 Accrued salaries, vacation and related benefits $ 13.9 $ 6.8 Accrued incentive compensation 9.1 6.3 Accrued property taxes 1.9 1.1 Other accrued liabilities 5.8 2.0 $ 30.7 $ 16.2 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Jan. 31, 2019 | |
Long-Term Debt | |
Long-Term Debt | 7. LONG-TERM DEBT Long-term debt consists of the following: January 31, 2019 January 31, 2018 Senior secured notes $ 250.0 $ — Less unamortized debt issue costs 7.8 — $ 242.2 $ — As of January 31, 2019, long-term debt consisted of $250.0 principal amount of 11.5% senior secured notes due 2025 (the “Notes”) offered pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. As of January 31, 2019, the Company also had a $100.0 asset-based revolving credit facility pursuant to a senior secured credit agreement dated August 10, 2018 (the “ABL Facility”). The ABL Facility became effective on September 14, 2018, the date of the Spin-Off, and matures in September 2023. On October 22, 2018, the ABL Facility was amended primarily to permit the Company to issue the Notes and acquire Motley and also amended the definition of the required ratio (as defined in the ABL Facility) as a result of the Notes issuance. Borrowings under the ABL Facility bear interest at a rate equal to the London interbank offered rate plus the applicable margin (as defined in the ABL Facility). No amounts were outstanding under the ABL Facility as of January 31, 2019. The ABL Facility is tied to a borrowing base formula and has no maintenance financial covenants. The ABL Facility is secured by, among other things, a first priority lien on our accounts receivable and inventory and contains customary conditions precedent to borrowing and affirmative and negative covenants, all of which were met as of January 31, 2019. The indenture that governs the Notes and the credit agreement that governs the ABL Facility contain certain affirmative and negative covenants that are binding on the borrowers and their subsidiaries, including, among others, restrictions (subject to exceptions and qualifications) on the ability of the borrowers and their subsidiaries to create liens, to undertake fundamental changes, to incur debt, to sell or dispose of assets, to make investments, to make restricted payments such as dividends, distributions or equity repurchases, to change the nature of their businesses, to enter into transactions with affiliates and to enter into certain burdensome agreements. Letters of credit issued under the ABL Facility aggregated $0.8 at January 31, 2019. Maturities of long-term debt are as follows: Year Ending January 31, 2020 $ — 2021 — 2022 — 2023 — 2024 — Thereafter 250.0 Total $ 250.0 Interest expense amounted to $7.7, $0.0 and $0.0 for the years ended January 31, 2019, 2018 and 2017, respectively. |
Commitments, Contingencies and
Commitments, Contingencies and Off-Balance Sheet Arrangements | 12 Months Ended |
Jan. 31, 2019 | |
Commitments, Contingencies and Off-Balance Sheet Arrangements | |
Commitments, Contingencies and Off-Balance-Sheet Arrangements | 8. COMMITMENTS, CONTINGENCIES AND OFF‑BALANCE‑SHEET ARRANGEMENTS Lease Commitments —The Company finances its use of certain facilities and equipment under committed lease arrangements provided by various institutions. Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected on the consolidated balance sheets. At January 31, 2019, future minimum lease payments under these arrangements approximated $49.4, of which $23.9 is related to long‑term real estate leases. Rent expense for the years ended January 31, 2019, 2018 and 2017 was $29.5, $19.7 and $12.9, respectively. Future payments under operating leases with terms greater than one year as of January 31, 2019 are as follows: Year Ending January 31, 2020 $ 19.9 2021 14.1 2022 5.9 2023 3.3 2024 2.2 Thereafter 4.0 Total $ 49.4 Litigation —The Company is a defendant in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate are likely to result in a material adverse effect on the Company’s consolidated financial statements. Indemnities, Commitments and Guarantees —During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. Many of these indemnities, commitments and guarantees provide for limitations on the maximum potential future payments the Company could be obligated to make. However, the Company is unable to estimate the maximum amount of liability related to its indemnities, commitments and guarantees because such liabilities are contingent upon the occurrence of events that are not reasonably determinable. Management believes that any liability for these indemnities, commitments and guarantees would not be material to the accompanying consolidated financial statements. Accordingly, no significant amounts have been accrued for indemnities, commitments and guarantees. The Company has employment agreements with certain key members of management expiring on various dates. The Company’s employment agreements generally provide for certain protections in the event of a change of control. These protections generally include the payment of severance and related benefits under certain circumstances in the event of a change of control. |
Employee Retirement Plans
Employee Retirement Plans | 12 Months Ended |
Jan. 31, 2019 | |
Employee Retirement Plans | |
Employee Retirement Plans | 9. EMPLOYEE RETIREMENT PLANS The Company sponsors and contributes to a qualified, defined contribution savings and investment plan, covering substantially all employees. The KLX Energy Services Holdings, Inc. Retirement Plan was established pursuant to Section 401(k) of the Internal Revenue Code. Under the terms of this plan, covered employees may contribute up to 100% of their pay, limited to certain statutory maximum contributions. Participants are vested in matching contributions immediately and the matching percentage is 100% of the first 3% of employee contributions and 50% on the next 2% of employee contributions. Prior to the Spin-Off, KLX Energy Services employees participated in a plan sponsored by our Former Parent. Total expense for the plans were $3.2, $2.1 and $1.5 for the years ended January 31, 2019, 2018 and 2017. The Company also sponsors and contributes to a supplemental executive retirement plan (“SERP”), which was established pursuant to Section 409A of the Internal Revenue Code, for certain Company employees. The SERP is an unfunded plan maintained for the purpose of providing deferred compensation for certain employees. This plan allows certain employees to annually elect to defer a portion of their compensation, on a pre-tax basis, until their retirement. The retirement benefit to be provided is based on the amount of compensation deferred. Prior to the Spin-Off, certain KLX Energy Services employees participated in a SERP sponsored by our Former Parent. Compensation expense under the programs were $0.2, $0.1 and $0.1 for the years ended January 31, 2019, 2018 and 2017, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jan. 31, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | 10. STOCKHOLDERS’ EQUITY Earnings Per Share —Basic net earnings per common share is computed using the weighted average of common shares outstanding during the year. Diluted net earnings (loss) per common share reflects the potential dilution from assumed conversion of all dilutive securities such as unvested restricted stock using the treasury stock method. When the effects of the outstanding restricted stock awards or restricted stock units are anti ‑ dilutive, they are not included in the calculation of diluted earnings (loss) per common share. For the year ended January 31, 2019, 2.2 shares and for the years ended January 31, 2018 and 2017, no shares were excluded from the determination of diluted earnings per common share. The following table sets forth the computation of basic and diluted net earnings (loss) per share for the years ended January 31, 2019, 2018 and 2017: Year Ended January 31, January 31, January 31, 2019 2018 2017 Net (loss) earnings (1) $ 14.4 $ (24.1) $ (89.6) (Shares in millions) Basic weighted average common shares 20.1 20.1 20.1 Effect of dilutive securities - dilutive securities 0.1 - - Diluted weighted average common shares 20.2 20.1 20.1 Basic net (loss) earnings per common share (2) $ 0.72 $ (1.20) $ (4.46) Diluted net (loss) earnings per common share (2) $ 0.71 $ (1.20) $ (4.46) (1) During the year ended January 31, 2019, the Company incurred approximately $30.6 of costs related to the completion of the merger of the Aerospace Solutions business of KLX Inc. with The Boeing Company, the Spin-Off of the energy services business into an independent public company, including $10.7 of non-cash compensation expense related to the acceleration of unvested shares held by the Company’s employees, the amendment of the $100.0 asset based lending facility due to the issuance of $250.0 of Notes and the acquisition of Motley. (2) On September 14, 2018, the distribution date, KLX stockholders of record as of the close of business on September 3, 2018 received 0.4 shares of KLX Energy Services common stock for every 1.0 share of KLX common stock held as of the record date. January 31, 2018 and 2017 basic and diluted earnings per common share and the average number of common shares outstanding were calculated using the number of KLX Energy Services common shares outstanding immediately following the distribution. Long‑Term Incentive Plan —The Company adopted a Long‑Term Incentive Plan (“LTIP”) similar to the Former Parent’s plan under which the Company’s Compensation Committee has the authority to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock and other forms of equity-based or equity-related awards. During the year ended January 31, 2019, the Company granted restricted stock to members of the Company’s Board of Directors and certain members of management. Restricted stock grants vest over periods ranging from three to four years and are granted at the discretion of the Compensation Committee of the Company’s Board of Directors. Neither the Company’s Chairman, Chief Executive Officer and President and Senior Vice President and Chief Financial Officer nor members of the Board of Directors are receiving any non-de minimis cash consideration for their services. Compensation cost is generally recorded on a straight‑line basis over the vesting term of the shares based on the grant date value using the closing trading price. Compensation cost of $23.5, $12.5 and $9.0 was recorded in selling, general and administrative expense for the years ended January 31, 2019, 2018 and 2017, respectively, including both the amounts related specifically to the Company’s employees and the corresponding expense related to grants of restricted stock and restricted stock units granted or approved by our Former Parent. The vesting of all unvested shares of restricted stock was accelerated upon the sale of our Former Parent to the Boeing Company on October 9, 2018, resulting in approximately $10.7 of share based compensation expense during the year ended January 31, 2019. Unrecognized compensation cost related to restricted stock awards made by the Company was $64.6 at January 31, 2019. The following table summarizes shares of restricted stock awards that were granted, vested, forfeited and outstanding. The table does not include the shares of restricted stock associated with the shared based compensation expense allocated by the Former Parent to the Company as it would not be practicable to do so: January 31, 2019 January 31, 2018 Weighted Weighted Weighted Average Weighted Average Average Remaining Average Remaining Shares Grant Date Vesting Period Shares Grant Date Vesting Period (in thousands) Fair Value (in years) (in thousands) Fair Value (in years) Outstanding, beginning of period 256.7 $ 42.68 1.83 368.8 $ 37.68 2.46 Make-whole shares granted upon spin-off 37.6 37.23 — — Shares granted 2,480.3 28.88 80.1 56.89 Shares vested (291.8) 38.50 (138.2) 39.55 Shares forfeited (16.6) 33.18 (54.0) 37.64 Outstanding, end of period 2,466.2 $ 28.71 3.54 256.7 $ 42.68 1.83 |
Employee Stock Purchase Plan
Employee Stock Purchase Plan | 12 Months Ended |
Jan. 31, 2019 | |
Accounting for Stock-Based Compensation | |
Employee Stock Purchase Plan | 11. EMPLOYEE STOCK PURCHASE PLAN The Company has established a qualified Employee Stock Purchase Plan, the terms of which allow for qualified employees (as defined in the Plan) to participate in the purchase of designated shares of the Company’s common stock at a price equal to 85% of the closing price on the last business day of each semi-annual stock purchase period. The fair value of the employee purchase rights represents the difference between the closing price of the Company’s shares on the date of purchase and the purchase price of the shares. The Former Parent issued approximately 8,000, 14,000 and 16,000 shares of common stock to employees of the Company during the years ended January 31, 2019, 2018 and 2017, respectively, at a weighted average price per share of $61.12, $49.63 and $31.01, respectively. The Company’s first option period began on January 1, 2019 and no shares of common stock have been issued to employees under the Plan as of January 31, 2019. |
Fair Value Information
Fair Value Information | 12 Months Ended |
Jan. 31, 2019 | |
Fair Value Information | |
Fair Value Information | 12. FAIR VALUE INFORMATION All financial instruments are carried at amounts that approximate estimated fair value. The fair value is the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. Assets measured at fair value are categorized based upon the lowest level of significant input to the valuations. Level 1—quoted prices in active markets for identical assets and liabilities. Level 2—quoted prices for identical assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical assets and liabilities. Level 3—unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions. The carrying amounts of cash and cash equivalents, accounts receivable-trade and accounts payable represent their respective fair values due to their short-term nature. There was no debt outstanding under the ABL Facility as of January 31, 2019. The fair value of the Company’s Notes, based on market prices for publicly-traded debt (which the Company classifies as Level 2 inputs), was $254.1 as of January 31, 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2019 | |
Income Taxes | |
Income Taxes | 13. INCOME TAXES For the period leading up to the spin-off transaction through September 14, 2018, income taxes as presented are calculated on a separate tax return basis. For the post-spin period, the Company determined the provision for income taxes using the asset and liability approach. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. In assessing the need for a valuation allowance, the Company looked to the future reversal of existing taxable temporary differences, taxable income in carryback years and the feasibility of tax planning strategies and estimated future taxable income. The need for a valuation allowance can be affected by changes to tax laws, changes to statutory tax rates and changes to future taxable income estimates. The Company's cumulative loss position was significant negative evidence in assessing the need for a valuation allowance on its deferred tax assets. As of January 31, 2019, the Company determined that it could not sustain a conclusion that it was more likely than not that it would realize any of its deferred tax assets as a result of historical losses, the difficulty of forecasting future taxable income, and other factors. Given the weight of objectively verifiable historical losses from the Company's operations, it has recorded a full valuation allowance on its deferred tax assets. The Company intends to maintain a full valuation allowance until sufficient positive evidence exists to support its reversal. As of January 31, 2019 and January 31, 2018, the Company recorded valuation allowances of $67.7 and $175.5, respectively. The Company believes it is necessary to see further positive evidence, such as sustained achievement of profits, before these valuation allowances can be released. If such positive evidence develops, the Company may release all or a portion of the remaining valuation allowances, but at this point in time cannot determine in which period they would reverse. The Company will continue to assess the realizability of its deferred tax assets. Income tax expense consists of the following: Year Ended January 31, 2019 2018 2017 Current: Federal $ — $ — $ — State 0.6 0.1 0.1 0.6 0.1 0.1 Deferred: Federal — — — State — — — — — — Total income tax expense (benefit) $ 0.6 $ 0.1 $ 0.1 The difference between income tax expense (benefit) and the amount computed by applying the statutory U.S. federal income tax rate (21% for the year ended January 31, 2019, 33.8% for the year ended January 31, 2018 and 35% for the year ended January 31, 2017) to the pre‑tax earnings (loss) consists of the following: Year Ended January 31, 2019 2018 2017 Statutory federal income tax expense (benefit) $ 3.1 $ (8.1) $ (31.3) State income taxes, net of federal benefit 0.2 (0.5) (1.1) Change in valuation allowance (6.5) (98.0) 32.1 Non-taxable/non-deductible items 0.3 0.1 0.1 Stock compensation 3.4 (0.8) — Non-deductible spin-off costs 2.1 — — Meals & entertainment 0.7 0.5 0.3 Officer compensation 0.7 — — Tax credits (0.3) — — Change in tax rate (3.1) 106.9 — $ 0.6 $ 0.1 $ 0.1 The tax effects of temporary differences and carryforwards that give rise to deferred income tax assets and liabilities consist of the following: January 31, 2019 January 31, 2018 Deferred tax assets: Accrued liabilities $ 4.5 $ 2.9 Intangible assets 83.3 86.9 Net operating loss carryforward 19.1 98.9 Inventory capitalization 0.8 0.3 Other 2.5 1.4 110.2 190.4 Deferred tax liabilities: Depreciation (42.5) (14.9) (42.5) (14.9) Net deferred tax asset before valuation allowance 67.7 175.5 Valuation allowance (67.7) (175.5) Net deferred tax asset $ — $ — The Company is subject to taxation in the United States and various states. Tax years that remain subject to examinations by major tax jurisdictions are generally open for tax years ending in 2014 and after. Although the deferred tax inventory table above reflects a net operating loss carryforward at January 31, 2018 of $98.9, the net operating losses were surrendered to The Boeing Company after its acquisition of the Former Parent. On December 22, 2017, President Trump signed into law the legislation generally known as the Tax Cut and Jobs Act of 2017. The tax law includes significant changes to the U.S. corporate tax systems including a rate reduction from 35% to 21% beginning in January of 2018. In accordance with ASC 740, “Income Taxes,” the impact of a change in tax law is recorded in the period of enactment. For the year ended January 31, 2018, the Company recorded a material, non-cash, change in its net deferred income tax balances of approximately $106.9 million related to the tax rate change. The Securities and Exchange Commission (SEC) staff issued Staff Accounting Bulletin No. 118 (SAB 118), which provides guidance on accounting for the tax effects of the Tax Cut and Jobs Act of 2017 (the “2017 Tax Act”). SAB 118 provides a measurement period that should not extend beyond one year from the 2017 Tax Act enactment date for companies to complete the accounting relating to the 2017 Tax Act under the Income Taxes Topic of the FASB ASC. During Fiscal 2018, there were no changes to provisional estimates. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Jan. 31, 2019 | |
Segment Reporting | |
Segment Reporting | 14. SEGMENT REPORTING The Company is organized on a geographic basis. The Company’s reportable segments which are also its operating segments, are comprised of the Southwest (the Permian Basin and the Eagle Ford), the Rocky Mountains (the Bakken, Williston, DJ, Uinta, Powder River, Piceance and Niobrara basins) and the Northeast (the Marcellus and Utica as well as the Mid‑Continent STACK and SCOOP and Haynesville). The segments regularly report their results of operations and make requests for capital expenditures and acquisition funding to the Company’s chief operational decision‑making group (“CODM”). This group is comprised of the Chairman and Chief Executive Officer and the Senior Vice President and Chief Financial Officer. As a result, the CODM has determined the Company has three reportable segments. The following table presents revenues and other financial information by reportable segment: Year Ended January 31, 2019 Southwest Rocky Mountains Northeast Total Revenues $ 186.2 $ 179.7 $ 129.4 $ 495.3 Operating earnings (1)(2) 3.2 5.5 13.4 22.1 Total assets (1) 319.9 208.0 144.9 672.8 Goodwill 22.1 13.2 7.9 43.2 Capital expenditures (1) 55.0 17.2 11.8 84.0 Depreciation and amortization 12.5 15.4 13.6 41.5 Year Ended January 31, 2018 Southwest Rocky Mountains Northeast Total Revenues $ 109.5 $ 127.0 $ 84.0 $ 320.5 Operating loss (1)(3) (12.8) (0.8) (10.4) (24.0) Total assets (1) 68.8 124.9 80.1 273.8 Capital expenditures (1) 12.9 25.3 11.2 49.4 Depreciation and amortization 10.1 12.1 11.3 33.5 Year Ended January 31, 2017 Southwest Rocky Mountains Northeast Total Revenues $ 56.5 $ 55.8 $ 39.9 $ 152.2 Operating loss (1) (37.1) (24.1) (28.3) (89.5) Total assets (1) 59.6 76.7 68.7 205.0 Capital expenditures (1) 9.7 8.2 11.1 29.0 Depreciation and amortization 13.3 10.8 12.1 36.2 (1) Administrative-level assets, capital expenditures and depreciation and amortization have been allocated to the above segments based on each segment’s pro rata share of the respective consolidated financial statement line item. Operating expenses have been allocated to the above segments based on each segment’s pro rata share of revenues. (2) For the year ended January 31, 2019, cost of sales and SG&A expense include $0.4 and $30.2, respectively, of costs primarily associated with the completion of the merger of the Aerospace Solutions business of KLX Inc. with The Boeing Company, the Spin-Off of the energy services business into an independent public company, including $10.7 of non-cash compensation expense related to the acceleration of unvested shares held by the Company’s employees, the amendment of the $100.0 asset based lending facility due to the issuance of $250.0 of Notes and the acquisition of Motley. (3) For the year ended January 31, 2018, cost of sales and SG&A expense include $0.3 and $3.3, respectively, of costs primarily associated with KLX’s strategic alternatives review and also a restructuring of the Eagle Ford region, which was the Company’s only unprofitable region. The following table presents revenues by service offering by reportable segment: Year Ended January 31, 2019 Rocky Southwest Mountains Northeast Total Completion revenues $ 117.6 $ 91.6 $ 64.7 $ 273.9 Intervention revenues 42.3 42.1 31.3 115.7 Production revenues 26.3 46.0 33.4 105.7 Total revenues $ 186.2 $ 179.7 $ 129.4 $ 495.3 Year Ended January 31, 2018 Rocky Southwest Mountains Northeast Total Completion revenues $ 62.8 $ 52.2 $ 39.6 $ 154.6 Intervention revenues 30.9 42.0 22.7 95.6 Production revenues 15.8 32.8 21.7 70.3 Total revenues $ 109.5 $ 127.0 $ 84.0 $ 320.5 Year Ended January 31, 2017 Rocky Southwest Mountains Northeast Total Completion revenues $ 33.9 $ 19.9 $ 20.2 $ 74.0 Intervention revenues 10.0 15.3 9.7 35.0 Production revenues 12.6 20.6 10.0 43.2 Total revenues $ 56.5 $ 55.8 $ 39.9 $ 152.2 |
Selected Quarterly Data (Unaudi
Selected Quarterly Data (Unaudited) | 12 Months Ended |
Jan. 31, 2019 | |
Selected Quarterly Data (Unaudited) | |
Selected Quarterly Data (Unaudited) | 15. SELECTED QUARTERLY DATA ( Unaudited) Summarized quarterly financial data for the years ended January 31, 2019 and 2018 are as follows: January 31, 2019 First Second Third Fourth Quarter Quarter Quarter Quarter Revenues $ 110.3 $ 117.9 $ 123.2 $ 143.9 Cost of sales 82.0 85.7 90.2 112.5 Net earnings (loss) 5.8 13.6 (9.9) 4.9 Basic net earnings (loss) per share(1)(2) 0.29 0.68 (0.49) 0.24 Diluted net earnings (loss) per share(1)(2) 0.29 0.68 (0.49) 0.24 (1) Net earnings per share are computed individually for each quarter presented. Therefore, the sum of the quarterly net earnings per share may not necessarily equal the total for the year. (2) On September 14, 2018, KLX Inc. distributed to its stockholders of record as of the close of business on September 3, 2018 0.4 shares of KLX Energy Services common stock for every 1.0 share of KLX common stock held as of the record date. Basic and diluted earnings per common share and the average number of common shares outstanding were calculated using the number of KLX Energy Services common shares outstanding immediately following the distribution. See Note 10 for information regarding earnings per common share. January 31, 2018 First Second Third Fourth Quarter Quarter Quarter Quarter Revenues $ 63.5 $ 73.5 $ 89.2 $ 94.3 Cost of sales 55.9 63.7 72.8 76.7 Net loss (10.4) (7.9) (1.8) (4.0) Basic net loss per share(1)(2) (0.52) (0.39) (0.09) (0.20) Diluted net loss per share(1)(2) (0.52) (0.39) (0.09) (0.20) (1) Net earnings per share are computed individually for each quarter presented. Therefore, the sum of the quarterly net earnings per share may not necessarily equal the total for the year. (2) On September 14, 2018, KLX Inc. distributed to its stockholders of record as of the close of business on September 3, 2018 0.4 shares of KLX Energy Services common stock for every 1.0 share of KLX common stock held as of the record date. Basic and diluted earnings per common share and the average number of common shares outstanding were calculated using the number of KLX Energy Services common shares outstanding immediately following the distribution. See Note 10 for information regarding earnings per common share. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 31, 2019 | |
Subsequent Events | |
Subsequent Events | 16. SUBSEQUENT EVENTS On March 15, 2019, the Company acquired Tecton Energy Services (“Tecton”), a leading provider of flowback, drill-out and production testing services, operating primarily in the greater Rocky Mountains. On March 19, 2019, the Company acquired Red Bone Services LLC (“Red Bone”), a premier provider of oilfield services primarily in the Mid-Continent, providing fishing, non-frac high pressure pumping, thru-tubing and certain other services. The aggregate acquisition price of the acquisitions was approximately $82, comprised of approximately $53 in shares of the Company’s common stock issuable over time at a fixed price and approximately $29 in cash to the sellers and for the retirement of debt. The shares are subject to restrictions on public re-sale from a minimum of six months to a maximum of 24 months, subject to acceleration upon the occurrence of certain events. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Jan. 31, 2019 | |
Valuation and Qualifying Accounts | |
Valuation And Qualifying Accounts | SCHEDULE II—VALUATION FOR THE YEARS ENDED JANUARY 31, 2019, 2018 AND 2017 (In millions) Balance At Balance At Beginning Write-Offs/ End Of Period Expenses Other Disposals Of Period Deducted From Assets: Allowance for doubtful accounts: Year ended January 31, 2019 $ 2.3 $ 1.2 $ — $ 0.4 $ 3.1 Year ended January 31, 2018 2.7 0.2 — 0.6 2.3 Year ended January 31, 2017 4.3 (0.9) — 0.7 2.7 Reserve for inventory: Year ended January 31, 2019 $ 1.1 $ 1.6 $ — $ 0.7 $ 2.0 Year ended January 31, 2018 0.1 1.2 — 0.2 1.1 Year ended January 31, 2017 0.5 0.1 — 0.5 0.1 Deferred tax asset valuation allowance: Year ended January 31, 2019 (1) $ 175.5 $ — $ (6.5) $ (101.3) $ 67.7 Year ended January 31, 2018 273.5 — (98.0) — 175.5 Year ended January 31, 2017 241.4 — 32.1 — 273.5 (1) The decrease in the deferred tax asset valuation allowance of $101.3 is related to the surrender of net operating losses and tax credits, which were fully valued to The Boeing Company as per the merger agreement with KLX. |
Description of Business and Bas
Description of Business and Basis of Presentation (Policies) | 12 Months Ended |
Jan. 31, 2019 | |
Description of Business and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation Prior to the Spin-Off on September 14, 2018, the Company’s financial statements were derived from the Former Parent’s consolidated financial statements and accounting records as if it was operated on a stand-alone basis and were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany transactions and account balances within the Company have been eliminated. The statements of earnings (loss) reflect allocations of general corporate expenses from the Former Parent, including, but not limited to, executive management, finance, legal, information technology, human resources, employee benefits administration, treasury, risk management, procurement and other shared services. The allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenues generated, costs incurred, headcount or other measures. Management of the Company considers these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company. The allocations may not, however, reflect the expense the Company would have incurred as a stand-alone company for the periods presented. Actual costs that may have been incurred if the Company had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. Former Parent Company Investment — Former Parent company investment in the balance sheet as of January 31, 2018 represents Former Parent’s historical investment in the Company, the net effect of cost allocations from transactions with Former Parent and net transfers of cash and assets from Former Parent. See Note 5 for a further description of the transactions between the Company and Former Parent. |
Use of Estimates | Use of Estimates —The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition —Sales of products and services are recorded when the earnings process is complete. Service revenues from oilfield technical services and related tools and equipment are recorded when services are performed and/or equipment is rented pursuant to a completed purchase order or master services agreement that sets forth firm pricing and payment terms. Revenues from the sale of products are recorded upon delivery, customer acceptance and when collectability is reasonably assured. |
Income Taxes | Income Taxes —The Company provides deferred income taxes for temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. Deferred income taxes are computed using enacted tax rates that are expected to be in effect when the temporary differences reverse. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. At this time, the Company does not have any uncertain tax positions; however, if the Company does record uncertain tax positions in the future, it expects to record them within income tax expense and to classify interest and penalties related to income taxes as income tax expense. |
Cash Equivalents | Cash Equivalents —The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. |
Inventories | Inventories —Inventories, made up of finished goods, primarily consist of packers, plugs and other consumables used to perform services for customers. The Company values inventories at the lower of cost or net realizable value. Reserves for excess and obsolete inventory were approximately $2.0 and $1.1 as of January 31, 2019 and 2018, respectively. |
Property and Equipment, Net | Property and Equipment, Net —Property and equipment are stated at cost and depreciated generally under the straight-line method over their estimated useful lives of one to forty years (or the lesser of the term of the lease for leasehold improvements, as appropriate). |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net— Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles—Goodwill and Other, goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment. Acquired intangible assets with definite lives are amortized over their individual useful lives. As of January 31, 2019, the Company had three reporting units, which were determined based on the guidelines contained in FASB ASC Topic 350, Subtopic 20, Section 35. Each reporting unit constitutes a business, for which there is discrete financial information available that is regularly reviewed by the management of the Company. Goodwill is tested at least annually as of December 31, and the Company’s management assesses whether there has been any impairment in the value of goodwill by comparing the fair value of the reporting unit to its net carrying value. If the carrying value exceeds its estimated fair value, an impairment loss is recognized for the difference up to the carrying value of goodwill. In this event, the asset is written down accordingly. The fair value is determined using valuation techniques based on estimates, judgments and assumptions that the Company’s management believes are appropriate in the circumstances. For the year ended January 31, 2019 (“Fiscal 2018”), the Company’s annual impairment testing yielded no impairments of goodwill. |
Long-Lived Assets | Long‑Lived Assets —Long-lived assets, such as property and equipment and purchased intangibles subject to amortization, are tested for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. For the years ended January 31, 2019, 2018 and 2017, there were no impairments of long lived assets. |
Common Stock Equivalents | Common Stock Equivalents— The Company has potential common stock equivalents related to its outstanding restricted stock awards, restricted stock units and employee stock purchase plan. These potential common stock equivalents are not included in diluted loss per share for any period presented in which there is a net loss because the effect would have been anti ‑ dilutive. |
Accounting for Stock-Based Compensation | Accounting for Stock-Based Compensation —The Company accounts for share-based compensation arrangements in accordance with the provisions of FASB ASC 718, whereby share-based compensation cost is measured on the date of grant, based on the fair value of the award, and is recognized over the requisite service period. Compensation cost recognized during the years ended January 31, 2019, 2018 and 2017 primarily related to grants of restricted stock and restricted stock units granted or approved by Former Parent. The Company has established a qualified Employee Stock Purchase Plan, the terms of which allow for qualified employees (as defined in the Plan) to participate in the purchase of designated shares of the Company’s common stock at a price equal to 85% of the closing price on the last business day of each semi-annual stock purchase period. The fair value of the employee purchase rights represents the difference between the closing price of the Company’s shares on the date of purchase and the purchase price of the shares. Compensation cost relates to the Former Parent’s employee stock purchase plan through June 30, 2018, when Former Parent’s final option period ended. The Company’s first option period began on January 1, 2019 and no shares of common stock have been issued to employees under the Plan as of January 31, 2019. The value of the rights under the Plans granted during the years ended January 31, 2019, 2018 and 2017 was $0.1, $0.1 and $0.1, respectively. |
Accounts Receivable, Net | Accounts Receivable, Net —The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by review of their current credit information. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. The allowance for doubtful accounts at January 31, 2019 and 2018 was $3.1 and $2.3, respectively. |
Concentration of Risk | Concentration of Risk —The Company provides products and services to energy industry customers who focus on developing and producing oil and gas onshore in North America. The Company’s management performs ongoing credit evaluations on the financial condition of all of its customers and maintains allowances for uncollectible accounts receivable based on expected collectability. Credit losses have historically been within management’s expectations and the provisions established. Significant customers change from year to year depending on the level of exploration and production activity and the use of the Company’s services. During the years ended January 31, 2019, 2018 and 2017, no single customer accounted for more than 10% of the Company’s revenues. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Compensation–Stock Compensation (Topic 718). This ASU was issued to provide clarity and reduce diversity in practice regarding the application of guidance on the modification of equity awards. The ASU states that an entity should account for the effects of a modification unless all of the following are met: the fair value, vesting conditions and the classification of the instrument as equity or liability of the modified award is the same as that of the original award immediately before such award is modified. The guidance became effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods. The adoption of ASU 2017-09 did not have a material impact on the Company’s consolidated financial statements as the Company historically has accounted for all modifications in accordance with Topic 718 and has not been subject to the exception described under this ASU. In January 2017, the FASB issued ASU 2017-01, Business Combinations. This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2017-01 is not expected to have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments related to how certain cash receipts and payments are presented and classified in the statement of cash flows. These cash flow issues include debt prepayment or extinguishment costs, settlement of zero-coupon debt, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, with early adoption permitted, and should be applied retrospectively. The Company does not expect a material impact upon adoption of this ASU to its consolidated financial statements as the Company’s statements of cash flows are not impacted by the eight issues listed above. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation—Stock Compensation. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments, including that excess tax benefits and shortfalls be recorded as income tax benefit or expense in the statement of earnings, rather than equity, and requires excess tax benefits from stock-based compensation to be classified in cash flow from operations. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company does not expect a material impact upon adoption of this ASU to its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases. This update is effective for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. Earlier adoption is permitted. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. In July 2018, Topic 842 was subsequently amended by ASU 2018-11, Targeted Improvements, which provides an additional transition method that gives companies the option to use the adoption date as the date of initial application and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2016-02 will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the effective date of February 1, 2020. The Company is currently evaluating the effect of this update on its consolidated financial statements. In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updated the guidance in ASC Topic 606, Revenue Recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. In August 2015, the FASB deferred the effective date for implementation of ASU 2014-09 by one year and during 2016, the FASB issued various related accounting standard updates, which clarified revenue accounting principles and provided supplemental adoption guidance. The guidance under ASU 2014-09 is effective for fiscal years beginning after December 15, 2018 and interim periods within annual reporting periods beginning after December 15, 2019. To assess the impact of this guidance, the Company has established a cross functional implementation project team, inventoried its revenue streams and contracts with customers and applied the principles of the guidance against a selection of contracts to assist in the determination of potential revenue accounting differences. No individually significant implementation matters were identified, and revenue will be recognized on a “point-in-time” basis for product revenues and over time for service revenues under the new standard, which is consistent with current practice. The Company implemented internal controls, policies and processes to comply with the new standard. The Company adopted ASC Topic 606 in the first quarter of fiscal 2019 using the modified retrospective method of adoption, which resulted in no changes to the opening balance sheet as of February 1, 2019. Prior period statements of earnings (loss) will remain unchanged. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Business Combinations | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | Accounts receivable-trade $ 23.3 Other current and non-current assets 9.3 Property and equipment 56.3 Goodwill 43.2 Identified intangibles 28.3 Accounts payable (6.0) Accrued liabilities (5.4) Total consideration paid $ 149.0 |
Schedule of proforma information of revenues and net earnings (loss) | UNAUDITED YEAR ENDED January 31, 2019 January 31, 2018 Pro forma Pro forma Revenues $ 593.2 $ 389.9 Net earnings (loss) 19.3 (43.5) Earnings (loss) per diluted share 0.95 (2.16) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Property and Equipment, Net | |
Property and Equipment | Useful January 31, January 31, Life (Years) 2019 2018 Land, buildings and improvements 1 - 40 $ 32.3 $ 29.6 Machinery 1 - 20 202.2 125.6 Furniture and equipment 1 - 10 190.1 153.2 424.6 308.4 Less accumulated depreciation 152.7 128.9 $ 271.9 $ 179.5 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Goodwill and Long-Lived Assets, Net | |
Intangible Assets by Major Asset Class | January 31, 2019 January 31, 2018 Useful Life Original Accumulated Net Book Original Accumulated Net Book (Years) Cost Amortization Value Cost Amortization Value Customer contracts and relationships 20 $ 24.9 $ 0.3 $ 24.6 $ - $ - $ - Covenants not to compete 3 3.4 0.3 3.1 - - - Developed technologies 15 3.3 0.7 2.6 3.3 0.5 2.8 $ 31.6 $ 1.3 $ 30.3 $ 3.3 $ 0.5 $ 2.8 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Accrued Liabilities | |
Accrued Liabilities | January 31, January 31, 2019 2018 Accrued salaries, vacation and related benefits $ 13.9 $ 6.8 Accrued incentive compensation 9.1 6.3 Accrued property taxes 1.9 1.1 Other accrued liabilities 5.8 2.0 $ 30.7 $ 16.2 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Long-Term Debt | |
Long-Term Debt | January 31, 2019 January 31, 2018 Senior secured notes $ 250.0 $ — Less unamortized debt issue costs 7.8 — $ 242.2 $ — |
Maturities of Long-Term Debt | Year Ending January 31, 2020 $ — 2021 — 2022 — 2023 — 2024 — Thereafter 250.0 Total $ 250.0 |
Commitments, Contingencies An_2
Commitments, Contingencies And Off-Balance-Sheet Arrangements (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Commitments, Contingencies and Off-Balance Sheet Arrangements | |
Future Payments under Operating Leases with Terms Greater Than One Year | Year Ending January 31, 2020 $ 19.9 2021 14.1 2022 5.9 2023 3.3 2024 2.2 Thereafter 4.0 Total $ 49.4 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Stockholders' Equity | |
Computation of Basic and Diluted Net Earnings Per Share | Year Ended January 31, January 31, January 31, 2019 2018 2017 Net (loss) earnings (1) $ 14.4 $ (24.1) $ (89.6) (Shares in millions) Basic weighted average common shares 20.1 20.1 20.1 Effect of dilutive securities - dilutive securities 0.1 - - Diluted weighted average common shares 20.2 20.1 20.1 Basic net (loss) earnings per common share (2) $ 0.72 $ (1.20) $ (4.46) Diluted net (loss) earnings per common share (2) $ 0.71 $ (1.20) $ (4.46) (1) During the year ended January 31, 2019, the Company incurred approximately $30.6 of costs related to the completion of the merger of the Aerospace Solutions business of KLX Inc. with The Boeing Company, the Spin-Off of the energy services business into an independent public company, including $10.7 of non-cash compensation expense related to the acceleration of unvested shares held by the Company’s employees, the amendment of the $100.0 asset based lending facility due to the issuance of $250.0 of Notes and the acquisition of Motley. (2) On September 14, 2018, the distribution date, KLX stockholders of record as of the close of business on September 3, 2018 received 0.4 shares of KLX Energy Services common stock for every 1.0 share of KLX common stock held as of the record date. January 31, 2018 and 2017 basic and diluted earnings per common share and the average number of common shares outstanding were calculated using the number of KLX Energy Services common shares outstanding immediately following the distribution. |
Restricted Stock Shares Granted, Vested, Forfeited and Outstanding | January 31, 2019 January 31, 2018 Weighted Weighted Weighted Average Weighted Average Average Remaining Average Remaining Shares Grant Date Vesting Period Shares Grant Date Vesting Period (in thousands) Fair Value (in years) (in thousands) Fair Value (in years) Outstanding, beginning of period 256.7 $ 42.68 1.83 368.8 $ 37.68 2.46 Make-whole shares granted upon spin-off 37.6 37.23 — — Shares granted 2,480.3 28.88 80.1 56.89 Shares vested (291.8) 38.50 (138.2) 39.55 Shares forfeited (16.6) 33.18 (54.0) 37.64 Outstanding, end of period 2,466.2 $ 28.71 3.54 256.7 $ 42.68 1.83 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Income Taxes | |
Components of Income Tax Expense (Benefit) | Year Ended January 31, 2019 2018 2017 Current: Federal $ — $ — $ — State 0.6 0.1 0.1 0.6 0.1 0.1 Deferred: Federal — — — State — — — — — — Total income tax expense (benefit) $ 0.6 $ 0.1 $ 0.1 |
Difference Between Income Tax Expense (Benefit) and Amount Computed by Applying Statutory United States Federal Income Tax Rate to Pre-Tax Earnings | Year Ended January 31, 2019 2018 2017 Statutory federal income tax expense (benefit) $ 3.1 $ (8.1) $ (31.3) State income taxes, net of federal benefit 0.2 (0.5) (1.1) Change in valuation allowance (6.5) (98.0) 32.1 Non-taxable/non-deductible items 0.3 0.1 0.1 Stock compensation 3.4 (0.8) — Non-deductible spin-off costs 2.1 — — Meals & entertainment 0.7 0.5 0.3 Officer compensation 0.7 — — Tax credits (0.3) — — Change in tax rate (3.1) 106.9 — $ 0.6 $ 0.1 $ 0.1 |
Tax Effects of Temporary Differences and Carryforwards that Give Rise to Deferred Income Tax Assets and Liabilities | January 31, 2019 January 31, 2018 Deferred tax assets: Accrued liabilities $ 4.5 $ 2.9 Intangible assets 83.3 86.9 Net operating loss carryforward 19.1 98.9 Inventory capitalization 0.8 0.3 Other 2.5 1.4 110.2 190.4 Deferred tax liabilities: Depreciation (42.5) (14.9) (42.5) (14.9) Net deferred tax asset before valuation allowance 67.7 175.5 Valuation allowance (67.7) (175.5) Net deferred tax asset $ — $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Segment Reporting | |
Revenues and Other Financial Information by Business Segment | Year Ended January 31, 2019 Southwest Rocky Mountains Northeast Total Revenues $ 186.2 $ 179.7 $ 129.4 $ 495.3 Operating earnings (1)(2) 3.2 5.5 13.4 22.1 Total assets (1) 319.9 208.0 144.9 672.8 Goodwill 22.1 13.2 7.9 43.2 Capital expenditures (1) 55.0 17.2 11.8 84.0 Depreciation and amortization 12.5 15.4 13.6 41.5 Year Ended January 31, 2018 Southwest Rocky Mountains Northeast Total Revenues $ 109.5 $ 127.0 $ 84.0 $ 320.5 Operating loss (1)(3) (12.8) (0.8) (10.4) (24.0) Total assets (1) 68.8 124.9 80.1 273.8 Capital expenditures (1) 12.9 25.3 11.2 49.4 Depreciation and amortization 10.1 12.1 11.3 33.5 Year Ended January 31, 2017 Southwest Rocky Mountains Northeast Total Revenues $ 56.5 $ 55.8 $ 39.9 $ 152.2 Operating loss (1) (37.1) (24.1) (28.3) (89.5) Total assets (1) 59.6 76.7 68.7 205.0 Capital expenditures (1) 9.7 8.2 11.1 29.0 Depreciation and amortization 13.3 10.8 12.1 36.2 (1) Administrative-level assets, capital expenditures and depreciation and amortization have been allocated to the above segments based on each segment’s pro rata share of the respective consolidated financial statement line item. Operating expenses have been allocated to the above segments based on each segment’s pro rata share of revenues. (2) For the year ended January 31, 2019, cost of sales and SG&A expense include $0.4 and $30.2, respectively, of costs primarily associated with the completion of the merger of the Aerospace Solutions business of KLX Inc. with The Boeing Company, the Spin-Off of the energy services business into an independent public company, including $10.7 of non-cash compensation expense related to the acceleration of unvested shares held by the Company’s employees, the amendment of the $100.0 asset based lending facility due to the issuance of $250.0 of Notes and the acquisition of Motley. (3) For the year ended January 31, 2018, cost of sales and SG&A expense include $0.3 and $3.3, respectively, of costs primarily associated with KLX’s strategic alternatives review and also a restructuring of the Eagle Ford region, which was the Company’s only unprofitable region. |
Schedule of revenues by service offering by reportable segment | Year Ended January 31, 2019 Rocky Southwest Mountains Northeast Total Completion revenues $ 117.6 $ 91.6 $ 64.7 $ 273.9 Intervention revenues 42.3 42.1 31.3 115.7 Production revenues 26.3 46.0 33.4 105.7 Total revenues $ 186.2 $ 179.7 $ 129.4 $ 495.3 Year Ended January 31, 2018 Rocky Southwest Mountains Northeast Total Completion revenues $ 62.8 $ 52.2 $ 39.6 $ 154.6 Intervention revenues 30.9 42.0 22.7 95.6 Production revenues 15.8 32.8 21.7 70.3 Total revenues $ 109.5 $ 127.0 $ 84.0 $ 320.5 Year Ended January 31, 2017 Rocky Southwest Mountains Northeast Total Completion revenues $ 33.9 $ 19.9 $ 20.2 $ 74.0 Intervention revenues 10.0 15.3 9.7 35.0 Production revenues 12.6 20.6 10.0 43.2 Total revenues $ 56.5 $ 55.8 $ 39.9 $ 152.2 |
Selected Quarterly Data (Unau_2
Selected Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Selected Quarterly Data (Unaudited) | |
Summary of Quarterly Financial Data | January 31, 2019 First Second Third Fourth Quarter Quarter Quarter Quarter Revenues $ 110.3 $ 117.9 $ 123.2 $ 143.9 Cost of sales 82.0 85.7 90.2 112.5 Net earnings (loss) 5.8 13.6 (9.9) 4.9 Basic net earnings (loss) per share(1)(2) 0.29 0.68 (0.49) 0.24 Diluted net earnings (loss) per share(1)(2) 0.29 0.68 (0.49) 0.24 (1) Net earnings per share are computed individually for each quarter presented. Therefore, the sum of the quarterly net earnings per share may not necessarily equal the total for the year. (2) On September 14, 2018, KLX Inc. distributed to its stockholders of record as of the close of business on September 3, 2018 0.4 shares of KLX Energy Services common stock for every 1.0 share of KLX common stock held as of the record date. Basic and diluted earnings per common share and the average number of common shares outstanding were calculated using the number of KLX Energy Services common shares outstanding immediately following the distribution. See Note 10 for information regarding earnings per common share. January 31, 2018 First Second Third Fourth Quarter Quarter Quarter Quarter Revenues $ 63.5 $ 73.5 $ 89.2 $ 94.3 Cost of sales 55.9 63.7 72.8 76.7 Net loss (10.4) (7.9) (1.8) (4.0) Basic net loss per share(1)(2) (0.52) (0.39) (0.09) (0.20) Diluted net loss per share(1)(2) (0.52) (0.39) (0.09) (0.20) (1) Net earnings per share are computed individually for each quarter presented. Therefore, the sum of the quarterly net earnings per share may not necessarily equal the total for the year. (2) On September 14, 2018, KLX Inc. distributed to its stockholders of record as of the close of business on September 3, 2018 0.4 shares of KLX Energy Services common stock for every 1.0 share of KLX common stock held as of the record date. Basic and diluted earnings per common share and the average number of common shares outstanding were calculated using the number of KLX Energy Services common shares outstanding immediately following the distribution. See Note 10 for information regarding earnings per common share. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Details) $ in Millions | Jan. 01, 2019shares | Dec. 31, 2019item | Jan. 31, 2019USD ($)item | Jan. 31, 2018USD ($)item | Jan. 31, 2017USD ($)item |
Accounts receivable, Net | |||||
Accounts receivable - trade, allowance for doubtful accounts | $ 3.1 | $ 2.3 | |||
Inventories | |||||
Inventory reserves | $ 2 | 1.1 | |||
Goodwill and Intangible Assets, Net | |||||
Number of reporting units | item | 3 | ||||
Goodwill impairment charge | $ 0 | ||||
Long-lived assets impairment | $ 0 | 0 | $ 0 | ||
Accounting for Stock Based Compensation | |||||
Common stock issued to employees of the company | shares | 0 | ||||
Qualified employees purchase of stock at a price equal to percentage of closing price | 85.00% | ||||
Employee Stock Purchase Plan, rights granted | $ 0.1 | 0.1 | |||
Recent Accounting Pronouncements | |||||
Accumulated deficit | $ (4.5) | $ (801.2) | |||
Sales Revenue, Net | Customer Concentration | |||||
Concentration of Risk | |||||
Number of Customers Exceeding Concentration Risk Percentage | item | 0 | 0 | 0 | ||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | ||
Minimum | |||||
Property and Equipment, Net | |||||
Property and equipment, useful lives (years) | 1 year | ||||
Maximum | |||||
Property and Equipment, Net | |||||
Property and equipment, useful lives (years) | 40 years |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Millions | Nov. 05, 2018 | Jan. 31, 2019 |
Business Combinations | ||
Purchase price, net of cash acquired | $ 140 | |
Goodwill | 43.2 | |
Motley | ||
Business Combinations | ||
Cash paid for acquisition | $ 140 | |
Common stock value issued as consideration | 9 | |
Identified intangible assets including goodwill | 71.5 | |
Identified intangibles | 28.3 | |
Goodwill | 43.2 | $ 43.2 |
Customer Contracts and Relationships and Covenants not to Compete [Member] | Motley | ||
Business Combinations | ||
Identified intangibles | $ 28.3 | |
Customer contracts and relationships | ||
Business Combinations | ||
Useful Life (years) | 20 years | |
Customer contracts and relationships | Motley | ||
Business Combinations | ||
Useful Life (years) | 20 years | |
Covenants not to compete | ||
Business Combinations | ||
Useful Life (years) | 3 years | |
Covenants not to compete | Motley | ||
Business Combinations | ||
Useful Life (years) | 3 years |
Business Combinations (Assets A
Business Combinations (Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Nov. 05, 2018 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Goodwill | $ 43.2 | ||
Pro forma | |||
Revenues | 593.2 | $ 389.9 | |
Net earnings (loss) | $ 19.3 | $ (43.5) | |
Earnings (loss) per diluted share | $ 0.95 | $ (2.16) | |
Motley | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Accounts receivable-trade | $ 23.3 | ||
Other current and non-current assets | 9.3 | ||
Property and equipment | 56.3 | ||
Goodwill | 43.2 | $ 43.2 | |
Identified intangibles | 28.3 | ||
Accounts payable | (6) | ||
Accrued liabilities | (5.4) | ||
Total consideration paid | $ 149 |
Property and Equipment, Net (Pr
Property and Equipment, Net (Property and Equipment) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 424.6 | $ 308.4 | |
Less accumulated depreciation | 152.7 | 128.9 | |
Property, Plant and Equipment, Net, Total | 271.9 | 179.5 | |
Depreciation expense | $ 40.7 | 33.2 | $ 36 |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful lives (years) | 1 year | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful lives (years) | 40 years | ||
Land, buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 32.3 | 29.6 | |
Land, buildings and improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | P1Y | ||
Land, buildings and improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | P40Y | ||
Machinery | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 202.2 | 125.6 | |
Machinery | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | P1Y | ||
Machinery | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | P20Y | ||
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 190.1 | $ 153.2 | |
Furniture and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | P1Y | ||
Furniture and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | P10Y |
Goodwill and Long-Lived Asset_2
Goodwill and Long-Lived Assets, Net (Major Asset Classes) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Original Cost | $ 31.6 | $ 3.3 | |
Accumulated Amortization | 1.3 | 0.5 | |
Net Book Value | 30.3 | 2.8 | |
Amortization expense of intangible assets | 0.8 | 0.3 | $ 0.2 |
Goodwill impairment charge | 0 | ||
Long-lived asset impairment charge | 0 | 0 | $ 0 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |||
Expected amortization expenses in year one | 2.6 | ||
Expected amortization expenses in year two | 2.6 | ||
Expected amortization expenses in year three | 2.6 | ||
Expected amortization expenses in year four | 2.6 | ||
Expected amortization expenses in year five | $ 2.6 | ||
Customer contracts and relationships | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Useful Life (years) | 20 years | ||
Original Cost | $ 24.9 | ||
Accumulated Amortization | 0.3 | ||
Net Book Value | $ 24.6 | ||
Covenants not to compete | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Useful Life (years) | 3 years | ||
Original Cost | $ 3.4 | ||
Accumulated Amortization | 0.3 | ||
Net Book Value | $ 3.1 | ||
Developed Technologies | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Useful Life (years) | 15 years | ||
Original Cost | $ 3.3 | 3.3 | |
Accumulated Amortization | 0.7 | 0.5 | |
Net Book Value | $ 2.6 | $ 2.8 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 2 Months Ended | 12 Months Ended | |
Apr. 12, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | |
Former parent | |||
Sales | $ 16.6 | $ 18.7 | $ 15.5 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Millions | Jan. 31, 2019 | Jan. 31, 2018 |
Accrued Liabilities | ||
Accrued salaries, vacation and related benefits | $ 13.9 | $ 6.8 |
Accrued interest | 7.2 | |
Accrued incentive compensation | 9.1 | 6.3 |
Accrued property taxes | 1.9 | 1.1 |
Other accrued liabilities | 5.8 | 2 |
Total accrued liabilities | $ 30.7 | $ 16.2 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Millions | Jan. 31, 2019USD ($) |
Debt Instrument [Line Items] | |
Less unamortized original issue discount and debt issue costs | $ 7.8 |
Long-term debt | 242.2 |
Long term debt outstanding | 250 |
Asset based revolving line of credit | |
Debt Instrument [Line Items] | |
Amount outstanding | 0 |
Revolving credit facility | 100 |
Debt Issuance Costs, Noncurrent, Net | 1.2 |
Outstanding letter of credit amount | 0.8 |
Senior Secured Notes 11.5 Percent Due 2025 | |
Debt Instrument [Line Items] | |
Principle amount | $ 250 |
Debt instrument, stated interest rate (as a percent) | 11.50% |
Long-term debt | $ 242.2 |
Long-Term Debt - Maturities (De
Long-Term Debt - Maturities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Long-Term Debt | |||
Thereafter | $ 250 | ||
Total | 250 | ||
Interest expense | $ 7.7 | $ 0 | $ 0 |
Commitments, Contingencies an_3
Commitments, Contingencies and Off-Balance Sheet Arrangements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Rent expense | $ 29.5 | $ 19.7 | $ 12.9 |
2019 | 19.9 | ||
2020 | 14.1 | ||
2021 | 5.9 | ||
2022 | 3.3 | ||
2023 | 2.2 | ||
Thereafter | 4 | ||
Total | 49.4 | ||
Real Estate | |||
Total | $ 23.9 |
Employee Retirement Plans (Deta
Employee Retirement Plans (Details) - Savings and Investment Plan - USD ($) | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Employer matching percentage of employee contributions on first level of eligible compensation (as a percent) | 100.00% | ||
Percentage of eligible compensation, first level, matched by employer (as a percent) | 3.00% | ||
Employer match of employee contributions on the second level of eligible compensation (as a percent) | $ 50 | ||
Percentage of eligible compensation, second level, partially matched by employer (as a percent) | 2.00% | ||
Total expense for plans established pursuant to Section 401(k) | $ 3,200,000 | $ 2,100,000 | $ 1,500,000 |
Compensation expense | $ 200,000 | $ 100,000 | $ 100,000 |
Maximum | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Defined contribution savings and investment plan, employees contribution rate | 100.00% |
Stockholders' Equity - Computat
Stockholders' Equity - Computation of Basic and Diluted Net Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Stockholders' Equity | |||||||||||
Numerator: net (loss) earnings | $ 4.9 | $ (9.9) | $ 13.6 | $ 5.8 | $ (4) | $ (1.8) | $ (7.9) | $ (10.4) | $ 14.4 | $ (24.1) | $ (89.6) |
Weighted average common shares: | |||||||||||
Basic weighted average common shares | 20.1 | 20.1 | 20.1 | ||||||||
Effect of dilutive securities - Dilutive securities | 0.1 | ||||||||||
Diluted weighted average common shares | 20.2 | 20.1 | 20.1 | ||||||||
Basic net (loss) earnings per share: | |||||||||||
Basic net earnings (loss) per common share (in dollars per share) | $ 0.24 | $ (0.49) | $ 0.68 | $ 0.29 | $ (0.20) | $ (0.09) | $ (0.39) | $ (0.52) | $ 0.72 | $ (1.20) | $ (4.46) |
Diluted net (loss) earnings per share: | |||||||||||
Diluted net earnings (loss) per common share (in dollars per share) | $ 0.24 | $ (0.49) | $ 0.68 | $ 0.29 | $ (0.20) | $ (0.09) | $ (0.39) | $ (0.52) | $ 0.71 | $ (1.20) | $ (4.46) |
Stockholders' Equity - Long-Ter
Stockholders' Equity - Long-Term Incentive Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | Sep. 14, 2018 | |
Stockholders Equity Note [Line Items] | ||||
Anti-dilutive securities excluded from determination of diluted earnings per common share | 2,200,000 | 0 | 0 | |
Merger costs | $ 30.6 | |||
Number of shares received for each share of former parent entity | 400,000 | |||
Number of Shares of Former Parent Used in Share Distribution Calculation | 1,000,000 | |||
Accelerated Vesting, Sale of Former Parent Company | ||||
Stockholders Equity Note [Line Items] | ||||
Share based compensation | 10.7 | |||
Asset based revolving line of credit | ||||
Stockholders Equity Note [Line Items] | ||||
Revolving credit facility | 100 | |||
Senior Secured Notes 11.5 Percent Due 2025 | ||||
Stockholders Equity Note [Line Items] | ||||
Principle amount | 250 | |||
Selling, general and administrative expenses | ||||
Stockholders Equity Note [Line Items] | ||||
Merger costs | 30.2 | $ 3.3 | ||
Share based compensation | $ 23.5 | $ 12.5 | $ 9 | |
Minimum | ||||
Stockholders Equity Note [Line Items] | ||||
Restricted stock and restricted stock unit grants, vesting period | 3 years | |||
Maximum | ||||
Stockholders Equity Note [Line Items] | ||||
Restricted stock and restricted stock unit grants, vesting period | 4 years | |||
Restricted Stock | ||||
Stockholders Equity Note [Line Items] | ||||
Unrecognized compensation cost | $ 64.6 | |||
Restricted stock units granted | 2,480,300 | 80,100 | ||
Restricted stock units forfeited | 16,600 | 54,000 | ||
Outstanding restricted stock units | 2,466,200 | 256,700 | 368,800 | |
Restricted Stock | Accelerated Vesting, Sale of Former Parent Company | ||||
Stockholders Equity Note [Line Items] | ||||
Share based compensation | $ 10.7 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Shares | |||
Outstanding, beginning of period | 256,700 | 368,800 | |
Shares granted | 2,480,300 | 80,100 | |
Shares vested | (291,800) | (138,200) | |
Shares forfeited | (16,600) | (54,000) | |
Spin off make whole grants | 37,600 | ||
Outstanding, end of period | 2,466,200 | 256,700 | 368,800 |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning of period | $ 42.68 | $ 37.68 | |
Make-whole shares granted upon spin-off | 37.23 | ||
Shares granted | 28.88 | 56.89 | |
Shares vested | 38.50 | 39.55 | |
Shares forfeited | 33.18 | 37.64 | |
Outstanding, end of period | $ 28.71 | $ 42.68 | $ 37.68 |
Weighted Average Remaining Vesting Period | |||
Weighted Average Remaining Vesting Period | 3 years 6 months 15 days | 1 year 9 months 29 days | 2 years 5 months 16 days |
Employee Stock Purchase Plan (D
Employee Stock Purchase Plan (Details) - $ / shares | Jan. 01, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock issued to employees of the company | 0 | |||
Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock price (as percentage) | 85.00% | |||
Common stock issued to employees of the company | 0 | |||
Former parent | Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock issued to employees of the company | 8,000 | 14,000 | 16,000 | |
Weighted average price per share (in dollars per share) | $ 61.12 | $ 49.63 | $ 31.01 |
Fair Value Information (Details
Fair Value Information (Details) $ in Millions | 12 Months Ended |
Jan. 31, 2019USD ($) | |
Asset Impairment Charges [Abstract] | |
Goodwill impairment charge | $ 0 |
Asset based revolving line of credit | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amount outstanding | 0 |
Fair Value, Inputs, Level 2 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Senior secured notes, fair value | $ 254.1 |
Income Taxes - Components of Ea
Income Taxes - Components of Earnings Before Income Taxes (Details) - USD ($) $ in Millions | Jan. 31, 2019 | Jan. 31, 2018 |
Income Taxes | ||
Deferred tax assets, valuation allowance | $ 67.7 | $ 175.5 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Current: | |||
State | $ 0.6 | $ 0.1 | $ 0.1 |
Total current income tax expense | 0.6 | 0.1 | 0.1 |
Total income tax (benefit) expense | $ 0.6 | $ 0.1 | $ 0.1 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Millions | Jan. 31, 2018 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2017 |
Income Taxes | ||||||
Effective U.S. federal income tax rate | 21.00% | 21.00% | 33.80% | 35.00% | 35.00% | |
Tax Cut and Jobs Act of 2017, Amount | $ 106.9 | |||||
Statutory federal income tax expense (benefit) | $ 3.1 | $ (8.1) | $ (31.3) | |||
State income taxes, net of federal benefit | 0.2 | (0.5) | (1.1) | |||
Change in valuation allowance | (6.5) | (98) | 32.1 | |||
Non-taxable/non-deductible items | 0.3 | 0.1 | 0.1 | |||
Stock compensation | 3.4 | (0.8) | ||||
Non-deductible spin-off costs | 2.1 | |||||
Meals & entertainment | 0.7 | 0.5 | 0.3 | |||
Officer compensation | 0.7 | |||||
Tax credits | (0.3) | |||||
Change in tax rate | (3.1) | 106.9 | ||||
Total income tax (benefit) expense | $ 0.6 | $ 0.1 | $ 0.1 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Jan. 31, 2019 | Jan. 31, 2018 |
Deferred tax assets: | ||
Accrued liabilities | $ 4.5 | $ 2.9 |
Intangible assets | 83.3 | 86.9 |
Net operating loss carryforward | 19.1 | 98.9 |
Inventory capitalization | 0.8 | 0.3 |
Other | 2.5 | 1.4 |
Gross deferred tax assets | 110.2 | 190.4 |
Deferred tax liabilities: | ||
Depreciation | (42.5) | (14.9) |
Deferred tax liabilities | (42.5) | (14.9) |
Net deferred tax asset before valuation allowance | 67.7 | 175.5 |
Valuation allowance | $ (67.7) | $ (175.5) |
Income Taxes - Gross Uncertain
Income Taxes - Gross Uncertain Tax Positions Reconciliation (Details) - USD ($) $ in Millions | Jan. 31, 2018 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2017 |
Income Taxes | ||||||
Effective U.S. federal income tax rate | 21.00% | 21.00% | 33.80% | 35.00% | 35.00% | |
Tax Cut and Jobs Act of 2017, Amount | $ (106.9) |
Segment Reporting (Revenues and
Segment Reporting (Revenues and Operating Earnings (Losses) by Reportable Segment) (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||
Jan. 31, 2019USD ($) | Oct. 31, 2018USD ($) | Jul. 31, 2018USD ($) | Apr. 30, 2018USD ($) | Jan. 31, 2018USD ($) | Oct. 31, 2017USD ($) | Jul. 31, 2017USD ($) | Apr. 30, 2017USD ($) | Jan. 31, 2017USD ($) | Oct. 31, 2016USD ($) | Jul. 31, 2016USD ($) | Apr. 30, 2016USD ($) | Jan. 31, 2019USD ($)item | Jan. 31, 2018USD ($)item | Jan. 31, 2017USD ($)item | |
Reportable Segments [Abstract] | |||||||||||||||
Number of reportable segments | item | 3 | 3 | 3 | ||||||||||||
Revenues | $ 143.9 | $ 123.2 | $ 117.9 | $ 110.3 | $ 94.3 | $ 89.2 | $ 73.5 | $ 63.5 | $ 152.2 | $ 495.3 | $ 320.5 | $ 152.2 | |||
Operating earnings (loss) | (89.5) | 22.1 | (24) | (89.5) | |||||||||||
Total assets | 672.8 | 273.8 | 205 | 672.8 | 273.8 | 205 | |||||||||
Goodwill | 43.2 | 43.2 | |||||||||||||
Capital expenditures | 29 | 84 | 49.4 | 29 | |||||||||||
Depreciation and amortization | $ 36.2 | 41.5 | 33.5 | 36.2 | |||||||||||
Merger costs | 30.6 | ||||||||||||||
Accelerated Vesting, Sale of Former Parent Company | |||||||||||||||
Reportable Segments [Abstract] | |||||||||||||||
Share based compensation | 10.7 | ||||||||||||||
Senior Secured Notes 11.5 Percent Due 2025 | |||||||||||||||
Reportable Segments [Abstract] | |||||||||||||||
Principle amount | 250 | 250 | |||||||||||||
Asset based revolving line of credit | |||||||||||||||
Reportable Segments [Abstract] | |||||||||||||||
Revolving credit facility | 100 | 100 | |||||||||||||
Operating Income (Loss) | Accelerated Vesting, Sale of Former Parent Company | |||||||||||||||
Reportable Segments [Abstract] | |||||||||||||||
Share based compensation | 10.7 | ||||||||||||||
Cost of Sales | |||||||||||||||
Reportable Segments [Abstract] | |||||||||||||||
Merger costs | 0.4 | 0.3 | |||||||||||||
Selling, general and administrative expenses | |||||||||||||||
Reportable Segments [Abstract] | |||||||||||||||
Merger costs | 30.2 | 3.3 | |||||||||||||
Share based compensation | 23.5 | 12.5 | 9 | ||||||||||||
Southwest | |||||||||||||||
Reportable Segments [Abstract] | |||||||||||||||
Revenues | $ 56.5 | 186.2 | 109.5 | 56.5 | |||||||||||
Operating earnings (loss) | (37.1) | 3.2 | (12.8) | ||||||||||||
Total assets | 319.9 | 68.8 | 59.6 | 319.9 | 68.8 | ||||||||||
Goodwill | 22.1 | 22.1 | |||||||||||||
Capital expenditures | 9.7 | 55 | 12.9 | ||||||||||||
Depreciation and amortization | $ 13.3 | 12.5 | 10.1 | ||||||||||||
Rocky Mountains | |||||||||||||||
Reportable Segments [Abstract] | |||||||||||||||
Revenues | $ 55.8 | 179.7 | 127 | 55.8 | |||||||||||
Operating earnings (loss) | (24.1) | 5.5 | (0.8) | ||||||||||||
Total assets | 208 | 124.9 | 76.7 | 208 | 124.9 | ||||||||||
Goodwill | 13.2 | 13.2 | |||||||||||||
Capital expenditures | 8.2 | 17.2 | 25.3 | ||||||||||||
Depreciation and amortization | $ 10.8 | 15.4 | 12.1 | ||||||||||||
Northeast | |||||||||||||||
Reportable Segments [Abstract] | |||||||||||||||
Revenues | $ 39.9 | 129.4 | 84 | $ 39.9 | |||||||||||
Operating earnings (loss) | (28.3) | 13.4 | (10.4) | ||||||||||||
Total assets | 144.9 | $ 80.1 | 68.7 | 144.9 | 80.1 | ||||||||||
Goodwill | $ 7.9 | 7.9 | |||||||||||||
Capital expenditures | 11.1 | 11.8 | 11.2 | ||||||||||||
Depreciation and amortization | $ 12.1 | $ 13.6 | $ 11.3 |
Segment Reporting (Revenues by
Segment Reporting (Revenues by Service Offering by Reportable Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||
Jan. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 143.9 | $ 123.2 | $ 117.9 | $ 110.3 | $ 94.3 | $ 89.2 | $ 73.5 | $ 63.5 | $ 152.2 | $ 495.3 | $ 320.5 | $ 152.2 | |||
Southwest | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 56.5 | 186.2 | 109.5 | 56.5 | |||||||||||
Rocky Mountains | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 55.8 | 179.7 | 127 | 55.8 | |||||||||||
Northeast | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 39.9 | 129.4 | 84 | 39.9 | |||||||||||
Completion revenues | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 273.9 | 154.6 | 74 | ||||||||||||
Completion revenues | Southwest | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 117.6 | 62.8 | 33.9 | ||||||||||||
Completion revenues | Rocky Mountains | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 91.6 | 52.2 | 19.9 | ||||||||||||
Completion revenues | Northeast | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 64.7 | 39.6 | 20.2 | ||||||||||||
Intervention revenues | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 115.7 | 95.6 | 35 | ||||||||||||
Intervention revenues | Southwest | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 42.3 | 30.9 | 10 | ||||||||||||
Intervention revenues | Rocky Mountains | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 42.1 | 42 | 15.3 | ||||||||||||
Intervention revenues | Northeast | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 31.3 | 22.7 | 9.7 | ||||||||||||
Production revenues | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 105.7 | 70.3 | 43.2 | ||||||||||||
Production revenues | Southwest | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 26.3 | 15.8 | 12.6 | ||||||||||||
Production revenues | Rocky Mountains | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 46 | 32.8 | 20.6 | ||||||||||||
Production revenues | Northeast | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 33.4 | $ 21.7 | $ 10 |
Segment Reporting (Capital Expe
Segment Reporting (Capital Expenditures by Reportable Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Jan. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||||
Capital expenditures | $ 29 | $ 84 | $ 49.4 | $ 29 | |||
Southwest | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Capital expenditures | $ 9.7 | 55 | 12.9 | ||||
Rocky Mountains | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Capital expenditures | $ 8.2 | 17.2 | 25.3 | ||||
Northeast | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Capital expenditures | $ 11.1 | $ 11.8 | $ 11.2 |
Segment Reporting (Total Assets
Segment Reporting (Total Assets by Reportable Segment) (Details) - USD ($) $ in Millions | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total assets | $ 672.8 | $ 273.8 | $ 205 | |||
Southwest | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total assets | 319.9 | 68.8 | $ 59.6 | |||
Rocky Mountains | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total assets | 208 | 124.9 | $ 76.7 | |||
Northeast | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total assets | $ 144.9 | $ 80.1 | $ 68.7 |
Selected Quarterly Data (Unau_3
Selected Quarterly Data (Unaudited) (Summarized Data) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Jan. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | Sep. 14, 2018 | |
Selected Quarterly Data (Unaudited) | |||||||||||||
Revenues | $ 143.9 | $ 123.2 | $ 117.9 | $ 110.3 | $ 94.3 | $ 89.2 | $ 73.5 | $ 63.5 | $ 152.2 | $ 495.3 | $ 320.5 | $ 152.2 | |
Cost of sales | 112.5 | 90.2 | 85.7 | 82 | 76.7 | 72.8 | 63.7 | 55.9 | 370.4 | 269.1 | 181.3 | ||
Net earnings (loss) | $ 4.9 | $ (9.9) | $ 13.6 | $ 5.8 | $ (4) | $ (1.8) | $ (7.9) | $ (10.4) | $ 14.4 | $ (24.1) | $ (89.6) | ||
Basic net earnings (loss) per common share (in dollars per share) | $ 0.24 | $ (0.49) | $ 0.68 | $ 0.29 | $ (0.20) | $ (0.09) | $ (0.39) | $ (0.52) | $ 0.72 | $ (1.20) | $ (4.46) | ||
Diluted net earnings (loss) per common share (in dollars per share) | $ 0.24 | $ (0.49) | $ 0.68 | $ 0.29 | $ (0.20) | $ (0.09) | $ (0.39) | $ (0.52) | $ 0.71 | $ (1.20) | $ (4.46) | ||
Number of shares received for each share of former parent entity | 0.4 | ||||||||||||
Number of Shares of Former Parent Used in Share Distribution Calculation | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Tecton and Red Bone $ in Millions | Mar. 19, 2019USD ($) |
Subsequent Event [Line Items] | |
Total consideration | $ 82 |
Cash to sellers | 29 |
Common stock value issued as consideration | $ 53 |
Minimum | |
Subsequent Event [Line Items] | |
Restriction period on re-sale of shares | 6 months |
Maximum | |
Subsequent Event [Line Items] | |
Restriction period on re-sale of shares | 24 months |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2016 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Changes in valuation allowance | $ 101.3 | ||
Allowance for Doubtful Accounts | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance At Beginning Of Period | 2.3 | $ 4.3 | |
Expenses | 1.2 | $ 0.2 | (0.9) |
Write- Offs/ Disposals | 0.4 | 0.6 | 0.7 |
Balance At End Of Period | 3.1 | 2.3 | 2.7 |
Reserve for Obsolete Inventories | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance At Beginning Of Period | 1.1 | 0.5 | |
Expenses | 1.6 | 1.2 | 0.1 |
Write- Offs/ Disposals | 0.7 | 0.2 | 0.5 |
Balance At End Of Period | 2 | 1.1 | 0.1 |
Deferred tax asset valuation allowance | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance At Beginning Of Period | 175.5 | 241.4 | |
Other | (6.5) | (98) | 32.1 |
Write- Offs/ Disposals | (101.3) | ||
Balance At End Of Period | $ 67.7 | $ 175.5 | $ 273.5 |