Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 25, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | NEWPARK RESOURCES INC | |
Entity Central Index Key | 71,829 | |
Trading Symbol | nr | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 85,608,159 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 68,237 | $ 87,878 |
Receivables, net | 230,193 | 214,307 |
Inventories | 156,947 | 143,612 |
Prepaid expenses and other current assets | 50,010 | 17,143 |
Total current assets | 505,387 | 462,940 |
Property, plant and equipment, net | 304,129 | 303,654 |
Goodwill | 20,238 | 19,995 |
Other intangible assets, net | 4,892 | 6,067 |
Deferred tax assets | 2,388 | 1,747 |
Other assets | 3,434 | 3,780 |
Total assets | 840,468 | 798,183 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Current debt | 85,879 | 83,368 |
Accounts payable | 82,302 | 65,281 |
Accrued liabilities | 39,863 | 31,152 |
Total current liabilities | 208,044 | 179,801 |
Long-term debt, less current portion | 75,107 | 72,900 |
Deferred tax liabilities | 36,070 | 38,743 |
Other noncurrent liabilities | 6,943 | 6,196 |
Total liabilities | 326,164 | 297,640 |
Commitments and contingencies (Note 10) | ||
Stockholders' Equity | ||
Common stock, $0.01 par value, 200,000,000 shares authorized and 100,881,208 and 99,843,094 shares issued, respectively | 1,009 | 998 |
Paid-in capital | 565,568 | 558,966 |
Accumulated other comprehensive loss | (55,384) | (63,208) |
Retained earnings | 130,285 | 129,873 |
Treasury stock, at cost; 15,321,316 and 15,162,050 shares, respectively | (127,174) | (126,086) |
Total stockholders’ equity | 514,304 | 500,543 |
Total liabilities and stockholders' equity | $ 840,468 | $ 798,183 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 100,881,208 | 99,843,094 |
Treasury stock, shares (in shares) | 15,321,316 | 15,162,050 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating Income (Loss) [Abstract] | ||||
Revenues | $ 183,020 | $ 115,315 | $ 341,711 | $ 229,859 |
Cost of revenues | 148,431 | 102,803 | 278,021 | 214,376 |
Selling, general and administrative expenses | 26,630 | 21,435 | 52,027 | 44,927 |
Other operating income, net | (9) | (713) | (51) | (2,409) |
Impairments and other charges | 0 | 6,925 | 0 | 6,925 |
Operating income (loss) | 7,968 | (15,135) | 11,714 | (33,960) |
Foreign currency exchange loss (gain) | 534 | (746) | 926 | (1,201) |
Interest expense, net | 3,441 | 3,022 | 6,659 | 5,103 |
Gain on extinguishment of debt | 0 | 0 | 0 | (1,894) |
Income (loss) from operations before income taxes | 3,993 | (17,411) | 4,129 | (35,968) |
Provision (benefit) for income taxes | 2,361 | (3,507) | 3,480 | (8,764) |
Net income (loss) | $ 1,632 | $ (13,904) | $ 649 | $ (27,204) |
Loss per common share - basic (in dollars per share) | $ 0.02 | $ (0.17) | $ 0.01 | $ (0.33) |
Loss per common share - diluted (in dollars per share) | $ 0.02 | $ (0.17) | $ 0.01 | $ (0.33) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 1,632 | $ (13,904) | $ 649 | $ (27,204) |
Foreign currency translation adjustments | 5,269 | (3,765) | 7,824 | 869 |
Comprehensive income (loss) | $ 6,901 | $ (17,669) | $ 8,473 | $ (26,335) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock |
Beginning balance at Dec. 31, 2015 | $ 520,259 | $ 994 | $ 533,746 | $ (58,276) | $ 171,788 | $ (127,993) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (27,204) | (27,204) | ||||
Employee stock options, restricted stock and employee stock purchase plan | (798) | 3 | (1,199) | (828) | 1,226 | |
Stock-based compensation expense | 5,613 | 5,613 | ||||
Income tax effect, net, of employee stock related activity | (1,052) | (1,052) | ||||
Foreign currency translation | 869 | 869 | ||||
Ending balance at Jun. 30, 2016 | 497,687 | 997 | 537,108 | (57,407) | 143,756 | (126,767) |
Beginning balance at Dec. 31, 2016 | 500,543 | 998 | 558,966 | (63,208) | 129,873 | (126,086) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 649 | 649 | ||||
Employee stock options, restricted stock and employee stock purchase plan | (586) | 11 | 728 | (237) | (1,088) | |
Stock-based compensation expense | 5,874 | 5,874 | ||||
Foreign currency translation | 7,824 | 7,824 | ||||
Ending balance at Jun. 30, 2017 | $ 514,304 | $ 1,009 | $ 565,568 | $ (55,384) | $ 130,285 | $ (127,174) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 649 | $ (27,204) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: | ||
Impairments and other non-cash charges | 0 | 8,617 |
Depreciation and amortization | 19,244 | 19,201 |
Stock-based compensation expense | 5,874 | 5,613 |
Provision for deferred income taxes | (3,672) | 546 |
Net provision for doubtful accounts | 1,412 | 1,582 |
Gain on sale of assets | (1,266) | (1,841) |
Gain on extinguishment of debt | 0 | (1,894) |
Amortization of original issue discount and debt issuance costs | 2,679 | 796 |
Change in assets and liabilities: | ||
(Increase) decrease in receivables | (48,612) | 18,006 |
(Increase) decrease in inventories | (10,500) | 18,981 |
Increase in other assets | (2,773) | (3,000) |
Increase (decrease) in accounts payable | 15,590 | (20,720) |
Increase in accrued liabilities and other | 43,685 | 1,143 |
Net cash provided by operating activities | 22,310 | 19,826 |
Cash flows from investing activities: | ||
Capital expenditures | (16,644) | (26,652) |
Increase in restricted cash | (29,765) | (22) |
Proceeds from sale of property, plant and equipment | 1,222 | 2,553 |
Net cash used in investing activities | (45,187) | (24,121) |
Cash flows from financing activities: | ||
Borrowings on lines of credit | 0 | 4,268 |
Payments on lines of credit | 0 | (5,034) |
Purchase of Convertible Notes due 2017 | 0 | (9,206) |
Debt issuance costs | (335) | (1,707) |
Other financing activities | 2,333 | 2,170 |
Proceeds from employee stock plans | 1,517 | 4 |
Purchases of treasury stock | (2,382) | (1,093) |
Net cash provided by (used in) financing activities | 1,133 | (10,598) |
Effect of exchange rate changes on cash | 2,103 | 903 |
Net decrease in cash and cash equivalents | (19,641) | (13,990) |
Cash and cash equivalents at beginning of year | 87,878 | 107,138 |
Cash and cash equivalents at end of period | 68,237 | 93,148 |
Cash paid (received) for: | ||
Income taxes (net of refunds) | (31,637) | (22,010) |
Interest | $ 4,043 | $ 4,143 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements of Newpark Resources, Inc. and our wholly-owned subsidiaries, which we refer to as “we,” “our” or “us,” have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the Securities and Exchange Commission (“SEC”), and do not include all information and footnotes required by the accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016 . Our fiscal year end is December 31, our second quarter represents the three-month period ended June 30 and our first half represents the six -month period ended June 30. The results of operations for the second quarter and first half of 2017 are not necessarily indicative of the results to be expected for the entire year. Unless otherwise stated, all currency amounts are stated in U.S. dollars. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to fairly present our financial position as of June 30, 2017 , and our results of operations for the second quarter and first half of 2017 and 2016 and our cash flows for the first half of 2017 and 2016 . All adjustments are of a normal recurring nature. Our balance sheet at December 31, 2016 is derived from the audited consolidated financial statements at that date. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. For further information, see Note 1 in our Annual Report on Form 10-K for the year ended December 31, 2016 . Reclassifications. Certain amounts reported in the condensed consolidated statements of cash flows for prior periods have been reclassified to conform to the current reporting presentation. New Accounting Pronouncements Standards adopted in 2017 Inventory Measurement: In July 2015, the FASB issued updated guidance that simplifies the subsequent measurement of inventory. It replaced the former lower of cost or market test with the lower of cost or net realizable value test. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted this new guidance prospectively in the first quarter of 2017; however, the adoption did not have a material impact on our consolidated financial statements. Share-based Compensation: In March 2016, the FASB issued updated guidance that simplified several aspects of accounting for share-based payments transactions, including income tax consequences. We adopted this new guidance in the first quarter of 2017. The most significant impact of adopting this new guidance is the required change in accounting for excess tax benefits (“windfalls”) and deficiencies (“shortfalls”) related to share-based compensation. Beginning in the first quarter of 2017, such windfalls and shortfalls are now reflected in the consolidated statements of operations as a discrete tax benefit or discrete tax expense, respectively, whereas previously, they were generally recognized in additional paid in capital on the condensed consolidated balance sheets. For the first half of 2017 , we recognized $0.2 million of expense in the provision for income taxes related to net shortfall tax deficiencies from share-based payments. For the first half of 2016, $1.1 million of net shortfall tax deficiencies were recognized in additional paid-in capital. The new guidance also impacts the calculation of diluted earnings per share. When applying the treasury stock method to share-based payment awards, entities shall no longer include tax windfalls or shortfalls when calculating assumed proceeds to determine the awards dilutive effect on earnings per share. The adoption of this guidance did not materially impact our diluted earnings per share in each of the periods presented. In addition to the income tax consequences described above, the new guidance requires all windfall tax benefits related to share-based payments be reported as cash flows from operating activities along with all other income tax cash flows. Previously, windfall tax benefits from share-based payment arrangements were reported as cash flows from financing activities. The new guidance allows companies to elect either a prospective or retrospective application with respect to this statement of cash flows presentation. We have elected to apply this classification amendment prospectively. Since we did not have any windfall tax benefits in 2016, the prospective adoption did not impact comparability with the prior year. Finally, the new guidance allows for the accounting policy option to account for forfeitures as they occur or continue estimating expected forfeitures over the course of the vesting period as required under previous guidance. We have elected the accounting policy option to continue estimating forfeitures in determining share-based compensation expense resulting in no impact to our financial statements from the adoption of the new guidance. Standards not yet adopted Revenue Recognition: In May 2014, the FASB amended the existing accounting standards for revenue recognition. The amendments are based on the principle that revenue should be recognized 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. The new guidance is effective for us in the first quarter of 2018. The amendments are to be applied using a retrospective or modified retrospective approach. As part of our assessment work to date, we have formed an implementation work team and conducted preliminary assessments of the new guidance across a majority of our revenue streams. While we have not fully completed our evaluation of the impacts of these amendments, we currently anticipate that the adoption will not have a material impact on the timing or amounts of revenue recognized in our consolidated financial statements; however, we anticipate incremental disclosures to be included in our consolidated financial statements regarding our revenue recognition policies and related amounts. We currently anticipate adopting the new guidance utilizing the modified retrospective method with the cumulative effect recognized as of our adoption date, January 1, 2018. Leases: In February 2016, the FASB issued updated guidance regarding accounting for leases. The new accounting standard provides principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to recognize both assets and liabilities arising from financing and operating leases. The classification as either a financing or operating lease will determine whether lease expense is recognized based on an effective interest method basis or on a straight-line basis over the term of the lease, respectively. The new guidance is effective for us in the first quarter of 2019 with early adoption permitted. Based on our current lease portfolio, we anticipate the new guidance will require us to reflect additional assets and liabilities in our consolidated balance sheet; however, we have not yet completed an estimation of such amount and we are still evaluating the overall impact of the new guidance on our consolidated financial statements. Credit Losses: In June 2016, the FASB issued new guidance which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, including trade receivables. The new standard requires an entity to estimate its lifetime “expected credit loss” for such assets at inception which will generally result in the earlier recognition of allowances for losses. The new guidance is effective for us in the first quarter of 2020 with early adoption permitted in 2019. This guidance should be applied using a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We are currently evaluating the impact of the new guidance on our consolidated financial statements. Statement of Cash Flows: In August 2016, the FASB issued updated guidance that clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update provides guidance on eight specific cash flow issues. This guidance is effective for us in the first quarter of 2018 and should be applied using the retrospective transition method to each period presented. Early adoption is permitted but all changes must be adopted in the same period. We do not expect the adoption of this new guidance to have a material impact on the presentation of our consolidated statements of cash flows. Deferred Taxes on Intra-Entity Asset Transfers: In October 2016, the FASB amended the guidance related to the recognition of current and deferred income taxes for intra-entity asset transfers. Under current U.S. GAAP, recognition of income taxes on intra-entity asset transfers is prohibited until the asset has been sold to an outside party. This update requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This update does not change U.S. GAAP for the pre-tax effects of an intra-entity asset transfer or for an intra-entity transfer of inventory. This guidance is effective for us in the first quarter of 2018 and should be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the impact of the new guidance on our consolidated financial statements. Restricted Cash Presentation: In November 2016, the FASB issued updated guidance that requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for us in the first quarter of 2018 with early adoption permitted and should be applied using a retrospective transition method to each period presented. At June 30, 2017 and December 31, 2016 , we had $37.1 million and $7.4 million of restricted cash included in prepaid expenses and other current assets in the accompanying balance sheet. In June 2017, we increased our restricted cash balance by depositing $30.1 million of cash with an escrow agent in preparation for the October 2017 maturity of the unsecured convertible senior notes. See “Note 8 - Financing Arrangements and Fair Value of Financial Instruments” for additional information. We are continuing to evaluate the impact of the new guidance on the presentation of our consolidated financial statements. Goodwill Impairment Test: In January 2017, the FASB amended the guidance related to the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. Under the new guidance, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. This guidance is effective for us for goodwill impairment tests beginning after December 15, 2019. This guidance should be applied prospectively and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations In August 2016, we completed the acquisition of Pragmatic Drilling Fluids Additives, Ltd. (“Pragmatic”), a Canadian provider of specialty chemicals for the oil and gas industry, which further expands our fluids technology portfolio and capabilities. The purchase price for this acquisition was $4.4 million , net of cash acquired. The purchase price allocation resulted in amortizable intangible assets of $1.7 million and goodwill of approximately $1.7 million . Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is not deductible for tax purposes. The results of operations of Pragmatic are reported within the Fluids Systems segment for the period subsequent to the date of the acquisition. Results of operations and pro-forma combined results of operations for the acquired business have not been presented as the effect of this acquisition is not material to our consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The following table presents the reconciliation of the numerator and denominator for calculating net income (loss) per share: Second Quarter First Half (In thousands, except per share data) 2017 2016 2017 2016 Numerator Basic - net income (loss) $ 1,632 $ (13,904 ) $ 649 $ (27,204 ) Assumed conversions of Convertible Notes due 2017 — — — — Diluted - adjusted net income (loss) $ 1,632 $ (13,904 ) $ 649 $ (27,204 ) Denominator Basic - weighted average common shares outstanding 84,653 83,457 84,404 83,358 Dilutive effect of stock options and restricted stock awards 2,662 — 2,695 — Dilutive effect of Convertible Notes due 2017 — — — — Dilutive effect of Convertible Notes due 2021 — — — — Diluted - weighted average common shares outstanding 87,315 83,457 87,099 83,358 Net income (loss) per common share Basic $ 0.02 $ (0.17 ) $ 0.01 $ (0.33 ) Diluted $ 0.02 $ (0.17 ) $ 0.01 $ (0.33 ) We excluded the following weighted-average potential shares from the calculations of diluted net income (loss) per share during the applicable periods because their inclusion would have been anti-dilutive: Second Quarter First Half (In thousands) 2017 2016 2017 2016 Stock options and restricted stock-based awards 2,464 7,220 2,381 6,742 Convertible Notes due 2017 7,569 14,666 7,569 14,973 Convertible Notes due 2021 — — — — The Convertible Notes due 2021 will not impact the calculation of diluted net income per share unless the average price of our common stock, as calculated in accordance with the terms of the indenture governing the Convertible Notes due 2021, exceeds the conversion price of $9.33 per share. We have the option to pay cash, issue shares of common stock, or any combination thereof for the aggregate amount due upon conversion of the Convertible Notes due 2021 as further described in Note 8 below. If converted, we currently intend to settle the principal amount of the notes in cash and as a result, only the amounts payable in excess of the principal amount of the notes, if any, are assumed to be settled with shares of common stock for purposes of computing diluted net income. |
Stock-Based Compensation and Ot
Stock-Based Compensation and Other Long Term Incentive Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation and Other Long Term Incentive Compensation | Stock-Based and Other Long Term Incentive Compensation During the second quarter of 2017, our stockholders approved an amendment to the 2015 Employee Equity Incentive Plan (“2015 Plan”) to increase the number of shares authorized for issuance under the 2015 Plan from 7,800,000 to 9,800,000 shares. At June 30, 2017 , 1,856,515 shares remained available for award under the 2015 plan. During the second quarter of 2017 , the Compensation Committee of our Board of Directors approved equity-based compensation to executive officers and other key employees. The awards included a grant of 747,661 shares of restricted stock units which will primarily vest in equal installments over a three -year period. Non-employee directors received shares of restricted stock totaling 98,714 shares, which will vest in full on the earlier of the day prior to the next annual meeting of stockholders following the grant date or the first anniversary of the grant date. The weighted average fair value on the date of grant for all of these awards was $7.80 per share. The Compensation Committee also approved the issuance of cash-settled awards during the second quarter of 2017, including $5.3 million of time-based cash awards and a target amount of $1.3 million of performance-based cash awards. The time-based cash awards were granted to executive officers and other key employees and primarily vest in equal installments over a three -year period. The performance-based cash awards were granted to executive officers and will be settled in cash based on the relative ranking of the Company’s total shareholder return (“TSR”) as compared to the TSR of the Company’s designated peer group for 2017. The performance period began June 1, 2017 and ends May 31, 2020, with the ending TSR price being equal to the average closing price of our shares over the 30-calendar days ending May 31, 2020 with the cash payout for each executive ranging from 0% to 150% of target. The performance-based cash awards are accrued as a liability award over the performance period based on the estimated fair value. The fair value of the performance-based cash awards is remeasured each period using a Monte-Carlo valuation model with changes in fair value recognized in the consolidated statement of operations. |
Repurchase Program
Repurchase Program | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Repurchase Program | Repurchase Program Our Board of Directors has approved a repurchase program that authorizes us to purchase up to $100.0 million of our outstanding shares of common stock or outstanding Convertible Notes due 2017. The repurchase program has no specific term. We may repurchase shares or Convertible Notes due 2017 in the open market or as otherwise determined by management, subject to certain limitations under the ABL Facility (as defined in Note 8 below) and other factors. Repurchases are expected to be funded from operating cash flows and available cash on-hand. As part of the share repurchase program, our management has been authorized to establish trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934. There were no shares repurchased during the first half of 2017 and 2016 . In February 2016, we repurchased $11.2 million of our Convertible Notes due 2017 in the open market for $9.2 million and recognized a net gain of $1.9 million reflecting the difference in the amount paid and the net carrying value of the extinguished debt, including debt issuance costs. This repurchase was made under the existing Board authorized repurchase program discussed above. In addition, the Board separately authorized the repurchase of $78.1 million of Convertible Notes due 2017 in connection with the December 2016 issuance of $100.0 million of Convertible Notes due 2021. As of June 30, 2017 , we had $33.5 million of authorization remaining under the program. |
Receivables
Receivables | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Receivables | Receivables Receivables consisted of the following: (In thousands) June 30, 2017 December 31, 2016 Gross trade receivables $ 218,335 $ 162,569 Allowance for doubtful accounts (9,813 ) (8,849 ) Net trade receivables 208,522 153,720 Income tax receivables 3,677 39,944 Other receivables 17,994 20,643 Total receivables, net $ 230,193 $ 214,307 Gross trade receivables increased $55.8 million , or 34% , to $218.3 million at June 30, 2017 from $162.6 million at December 31, 2016 primarily due to the increase in revenues in 2017. At December 31, 2016 , income tax receivables included approximately $38.0 million related to the carryback refund claims primarily for our U.S. federal tax losses incurred in 2016 , substantially all of which was received in the second quarter of 2017. Other receivables includes $9.6 million and $11.5 million for value added, goods and service taxes related to foreign jurisdictions as of June 30, 2017 and December 31, 2016 , respectively. In addition, other receivables includes $8.0 million at June 30, 2017 and December 31, 2016 in connection with the March 2014 sale of the Environmental Services business that is held in escrow associated with transaction representations, warranties and indemnities. In December 2014, the buyer made certain claims for indemnification under the terms of the sale agreement, which defers the release of the escrow funds until such claims are resolved. Further discussion of the buyer’s claims and related litigation is contained in Note 10 below. Customer Revenue Concentration. Revenue from Sonatrach, our primary customer in Algeria, was less than 10% and approximately 15% of consolidated revenues in the first half of 2017 and 2016 , respectively. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: (In thousands) June 30, 2017 December 31, 2016 Raw materials: Drilling fluids $ 123,162 $ 115,399 Mats 1,092 1,137 Total raw materials 124,254 116,536 Blended drilling fluids components 28,709 23,762 Finished goods - mats 3,984 3,314 Total inventory $ 156,947 $ 143,612 Raw materials consist primarily of barite, chemicals, and other additives that are consumed in the production of our drilling fluid systems. Our blended drilling fluids components consist of base drilling fluid systems that have been either mixed internally at our mixing plants or purchased from third-party vendors. These base systems require raw materials to be added, as needed to meet specified customer requirements. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes for the first half of 2017 was a $3.5 million expense compared to an $8.8 million benefit for the first half of 2016 . In both periods, the provision for income taxes was negatively impacted by pre-tax losses in certain international jurisdictions, most notably Australia, for which the recording of a tax benefit is not permitted. We file income tax returns in the United States and several non-U.S. jurisdictions and are subject to examination in the various jurisdictions in which we file. We are no longer subject to income tax examinations for U.S. federal and substantially all state jurisdictions for years prior to 2012 and for substantially all foreign jurisdictions for years prior to 2008. We are currently under examination by the United States federal tax authorities for tax years 2014 and 2015 and by the State of Texas for tax years 2012 through 2015. During the second quarter of 2017, we received a Revenue Agent Report from the United States Internal Revenue Service (“IRS”) disallowing a deduction claimed on our 2015 tax return associated with the forgiveness of certain inter-company balances due from our Brazilian subsidiary and assessing tax due of approximately $3.9 million . Our response to the IRS is due in August 2017. We believe our tax position is properly reported in accordance with applicable U.S. tax laws and regulations and intend to vigorously defend our position through the tax appeals process. In addition, we are under examination by various tax authorities in other countries and certain foreign jurisdictions have challenged the amount of taxes due for certain tax periods. These audits are in various stages of completion. We fully cooperate with all audits, but defend existing positions vigorously. We evaluate the potential exposure associated with various filing positions and record a liability for tax contingencies as circumstances warrant. Although we believe all tax positions are reasonable and properly reported in accordance with applicable tax laws and regulations in effect during the periods involved, the final determination of tax audits and any related litigation could be materially different than that which is reflected in historical income tax provisions and tax contingency accruals. |
Financing Arrangements and Fair
Financing Arrangements and Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Financing arrangements | Financing Arrangements and Fair Value of Financial Instruments Financing arrangements consisted of the following: (In thousands) June 30, 2017 December 31, 2016 Principal Amount Unamortized Discount and Debt Issuance Costs Total Debt Principal Amount Unamortized Discount and Debt Issuance Costs Total Debt Convertible Notes due 2017 83,256 (89 ) 83,167 83,256 (268 ) 82,988 Convertible Notes due 2021 100,000 (24,893 ) 75,107 100,000 (27,100 ) 72,900 ABL Facility — — — — — — Other debt 2,712 — 2,712 380 — 380 Total debt 185,968 (24,982 ) 160,986 183,636 (27,368 ) 156,268 Less: current portion (85,968 ) 89 (85,879 ) (83,636 ) 268 (83,368 ) Long-term debt 100,000 (24,893 ) 75,107 100,000 (27,100 ) 72,900 Convertible Notes due 2017. In September 2010, we issued $172.5 million of unsecured convertible senior notes (“Convertible Notes due 2017”) that mature on October 1, 2017, of which, $83.3 million aggregate principal amount remains outstanding at June 30, 2017 . The notes bear interest at a rate of 4.0% per year, payable semi-annually in arrears on April 1 and October 1 of each year. Holders may convert the notes at their option at any time prior to the close of business on the business day immediately preceding the October 1, 2017 maturity date. The conversion rate is initially 90.8893 shares of our common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of $11.00 per share of common stock), subject to adjustment in certain circumstances. Upon conversion, the notes will be settled in shares of our common stock. We may not redeem the notes prior to their maturity date. Convertible Notes due 2021. In December 2016, we issued $100.0 million of unsecured convertible senior notes (“Convertible Notes due 2021”) that mature on December 1, 2021, unless earlier converted by the holders pursuant to the terms of the notes. The notes bear interest at a rate of 4.0% per year, payable semiannually in arrears on June 1 and December 1 of each year. Holders may convert the notes at their option at any time prior to the close of business on the business day immediately preceding June 1, 2021, only under the following circumstances: • during any calendar quarter (and only during such calendar quarter) if the last reported sale price of our common stock for at least 20 trading days (regardless of whether consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the notes in effect on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day was less than 98% of the last reported sale price of our common stock on such date multiplied by the conversion rate on each such trading day; or • upon the occurrence of specified corporate events, as described in the indenture governing the notes, such as a consolidation, merger, or share exchange. On or after June 1, 2021 until the close of business on the business day immediately preceding the maturity date, holders may convert their notes at any time, regardless of whether any of the foregoing conditions have been satisfied. As of June 30, 2017 , the notes were not convertible. The notes are convertible into, at our election, cash, shares of common stock, or a combination of both, subject to satisfaction of specified conditions and during specified periods, as described above. If converted, we currently intend to pay cash for the principal amount of the notes converted. The conversion rate is initially 107.1381 shares of our common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of $9.33 per share of common stock), subject to adjustment in certain circumstances. We may not redeem the notes prior to their maturity date. In accordance with accounting guidance for convertible debt with a cash conversion option, we separately accounted for the debt and equity components of the notes in a manner that reflected our estimated nonconvertible debt borrowing rate. We estimated the fair value of the debt component of the notes to be $75.2 million at the issuance date, assuming a 10.5% non-convertible borrowing rate. The carrying amount of the equity component was determined to be approximately $24.8 million by deducting the fair value of the debt component from the principal amount of the notes, and was recorded as an increase to additional paid-in capital, net of the related deferred tax liability of $8.7 million . The excess of the principal amount of the debt component over its carrying amount (the “debt discount”) is being amortized as interest expense over the term of the notes using the effective interest method. We allocated transaction costs related to the issuance of the notes, including underwriting discounts, of $0.9 million and $2.6 million to the equity and debt components, respectively. Issuance costs attributable to the equity component were netted against the equity component recorded in additional paid-in capital. The amount of the equity component was $15.2 million at the time of issuance (net of issuance costs and the deferred tax liability related to the conversion feature) and is not remeasured as long as it continues to meet the conditions for equity classification. The $2.6 million of issuance costs attributable to the debt component were netted against long-term debt and are being amortized to interest expense over the term of the notes using the effective interest method. As of June 30, 2017 , the carrying amount of the debt component was $75.1 million , which is net of the unamortized debt discount and issuance costs of $22.5 million and $2.4 million , respectively. Including the impact of the debt discount and deferred debt issuance costs, the effective interest rate on the notes is approximately 11.3% . Based on the closing market price of our common stock on June 30, 2017 , the if-converted value of the notes was less than the aggregate principal amount of the notes. Revolving Credit Facility. In March 2015, we entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) which provided for a $200.0 million revolving loan facility available for borrowings and letters of credit through March 2020. In December 2015, the Credit Agreement was amended, decreasing the revolving credit facility to $150.0 million and subsequently, we terminated the Credit Agreement in May 2016, replacing it with an asset-based revolving loan facility as discussed further below. As of the date of termination, we had no outstanding borrowings under the Credit Agreement. In the second quarter of 2016, we recognized a non-cash charge of $1.1 million in interest expense for the write-off of debt issuance costs in connection with the termination. Asset-Based Loan Facility. In May 2016, we entered into an asset-based revolving credit agreement (the “ABL Facility”) which replaced the terminated Credit Agreement. In February 2017, we amended the ABL Facility primarily to incorporate the Convertible Notes due 2021 that were issued in December 2016 as well as other administrative matters. The ABL Facility provides financing of up to $90.0 million available for borrowings (inclusive of letters of credit) and subject to certain conditions, can be increased to a maximum capacity of $150.0 million . The ABL Facility terminates on March 6, 2020; however, the ABL Facility had a springing maturity clause which required that we repurchase, redeem, convert or provide sufficient funds to an escrow agent by June 30, 2017 in order to repay the Convertible Notes due 2017 in full on their maturity date. We satisfied this requirement in June 2017 by depositing $30.1 million of cash with an escrow agent and designating $54.9 million of availability under the ABL Facility. As such, the maturity date of the ABL Facility remains March 6, 2020. The $30.1 million of restricted cash placed in escrow is included in prepaid expenses and other current assets in the accompanying balance sheet as of June 30, 2017 . Borrowing availability under the ABL Facility is calculated based on eligible accounts receivable, inventory, and, subject to satisfaction of certain financial covenants as described below, composite mats included in the rental fleet, net of reserves and limits on such assets included in the borrowing base calculation. To the extent pledged by us, the borrowing base calculation shall also include the amount of eligible pledged cash. The lender may establish reserves, in part based on appraisals of the asset base, and other limits at its discretion which could reduce the amounts otherwise available under the ABL Facility. Availability associated with eligible rental mats will also be subject to maintaining a minimum consolidated fixed charge coverage ratio and a minimum level of operating income for the Mats and Integrated Services segment. As of June 30, 2017 , our total availability under the ABL Facility was $90.0 million , of which, $54.9 million was reserved for the repayment of the Convertible Notes due 2017, resulting in a net remaining availability of $35.1 million as of June 30, 2017 . Under the terms of the ABL Facility, we may elect to borrow at a variable interest rate plus an applicable margin based on either, (1) LIBOR subject to a floor of zero or (2) a base rate equal to the highest of: (a) the federal funds rate plus 50 basis points, (b) the prime rate of Bank of America, N.A. or (c) LIBOR, subject to a floor of zero , plus 100 basis points. The applicable margin ranges from 225 to 350 basis points for LIBOR borrowings, and 125 to 250 basis points with respect to base rate borrowings, based on our consolidated EBITDA, ratio of debt to consolidated EBITDA, and consolidated fixed charge coverage ratio, each as defined in the ABL Facility. As of June 30, 2017 , the applicable margin for borrowings under our ABL Facility was 350 basis points with respect to LIBOR borrowings and 250 basis points with respect to base rate borrowings. In addition, we are required to pay a commitment fee on the unused portion of the ABL Facility ranging from 37.5 to 62.5 basis points, based on the ratio of debt to consolidated EBITDA, as defined in the ABL Facility. The applicable commitment fee as of June 30, 2017 was 62.5 basis points. The ABL Facility is a senior secured obligation, secured by first liens on all of our U.S. tangible and intangible assets and a portion of the capital stock of our non-U.S. subsidiaries has also been pledged as collateral. The ABL Facility contains customary operating covenants and certain restrictions including, among other things, the incurrence of additional debt, liens, dividends, asset sales, investments, mergers, acquisitions, affiliate transactions, stock repurchases and other restricted payments. The ABL Facility also requires compliance with a fixed charge coverage ratio if availability under the ABL Facility falls below $25.0 million . In addition, the ABL Facility contains customary events of default, including, without limitation, a failure to make payments under the facility, acceleration of more than $25.0 million of other indebtedness, certain bankruptcy events and certain change of control events. Other Debt. Our foreign subsidiaries in Italy and India maintain local credit arrangements consisting primarily of lines of credit which are renewed on an annual basis. In December 2016, we terminated our revolving line of credit in Brazil and repaid the outstanding balance. We utilize local financing arrangements in our foreign operations in order to provide short-term local liquidity needs. Advances under these short-term credit arrangements are typically based on a percentage of the subsidiary’s accounts receivable or firm contracts with certain customers. We had no outstanding loan balances under these arrangements at June 30, 2017 and December 31, 2016 . At June 30, 2017 , we had letters of credit issued and outstanding which totaled $5.2 million that are collateralized by $5.6 million in restricted cash. Additionally, our foreign operations had $16.8 million outstanding in letters of credit and other guarantees, primarily issued under the line of credit in Italy as well as certain letters of credit that are collateralized by $1.4 million in restricted cash. At June 30, 2017 and December 31, 2016 , prepaid expenses and other current assets in the accompanying balance sheet includes restricted cash related to letters of credit of $7.0 million and $7.4 million , respectively. Our financial instruments include cash and cash equivalents, receivables, payables and debt. We believe the carrying values of these instruments, with the exception of our Convertible Notes due 2017 and Convertible Notes due 2021, approximated their fair values at June 30, 2017 and December 31, 2016 . The estimated fair value of our Convertible Notes due 2017 was $83.1 million at June 30, 2017 and $84.4 million at December 31, 2016 , and the estimated fair value of our Convertible Notes due 2021 was $106.5 million at June 30, 2017 and $110.5 million at December 31, 2016 , based on quoted market prices at these respective dates. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of conducting our business, we become involved in litigation and other claims from private party actions, as well as judicial and administrative proceedings involving governmental authorities at the federal, state and local levels. Escrow Claims Related to the Sale of the Environmental Services Business Under the terms of the March 2014 sale of our previous Environmental Services business to Ecoserv, LLC (“Ecoserv”), $8.0 million of the sales price was withheld and placed in an escrow account to satisfy claims for possible breaches of representations and warranties contained in the sale agreement. For the amount withheld in escrow, $4.0 million was scheduled for release to Newpark at each of the nine-month and 18-month anniversary of the closing. In December 2014, we received a letter from Ecoserv asserting that we had breached certain representations and warranties contained in the sale agreement, including failing to disclose operational problems and service work performed on injection/disposal wells and increased barge rental costs. The letter indicated that Ecoserv expected the damages associated with these claims to exceed the escrow amount. Following a further exchange of letters, in July of 2015 we filed an action against Ecoserv in state court in Harris County, Texas, seeking release of the escrow funds. Thereafter, Ecoserv filed a counterclaim seeking recovery in excess of the escrow funds based on the alleged breach of representations and covenants in the sale agreement. Ecoserv also alleges that we committed fraud in connection with the sale transaction. Ecoserv opposed Newpark’s motion to have the case tried before the judge (without a jury) as provided for in the sale agreement and sought to have our counsel disqualified from the case. The Court ruled in our favor on both matters. Discovery in the case has provided more information about Ecoserv’s claims, which include, among other things, alleged inadequate disclosures regarding the condition of a disposal cavern (at the time of the execution of the sale agreement and again as it relates to the time period between execution of the sale agreement and closing) and the lack of appropriate reserves/accruals/provisions in the financial statements of the business relating to certain regulatory obligations (such as plug and abandonment costs for injection wells and costs associated with a solids drying facility). Ecoserv is seeking to use a damage model for most of its damages based on its calculation of the difference between (a) the value of the business at closing, and (b) the sales price ( $100.0 million ), and has claimed damages of approximately $20.0 million . The case is currently scheduled for trial at the end of August 2017. While there can be no certainty regarding the outcome of a trial, we strongly disagree with Ecoserv’s position on their contract and fraud claims and calculation of damages. We also believe that the sale agreement both limits the amount of any recoverable damages and precludes most of the damages Ecoserv asserts for breach of the sale agreement. While it is reasonably possible that following the trial, the judge may rule against us on one or more of the claims asserted by Ecoserv, the amount of any such loss cannot be reasonably estimated at this time. As a result, we have not concluded that a loss is considered probable at this time and no liability for any such loss has been recorded. We intend to vigorously defend our position while pursuing release of the entire $8.0 million in escrow. Litigation expenses related to this matter are included in corporate office expenses in operating income. |
Segment Data
Segment Data | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Data | Segment Data Summarized operating results for our reportable segments are shown in the following table (net of inter-segment transfers): Second Quarter First Half (In thousands) 2017 2016 2017 2016 Revenues Fluids systems $ 150,623 $ 96,153 $ 286,673 $ 194,804 Mats and integrated services 32,397 19,162 55,038 35,055 Total Revenues $ 183,020 $ 115,315 $ 341,711 $ 229,859 Operating Income (Loss) Fluids systems $ 5,863 $ (11,924 ) $ 12,215 $ (27,131 ) Mats and integrated services 11,419 3,989 17,821 7,725 Corporate office (9,314 ) (7,200 ) (18,322 ) (14,554 ) Total Operating Income (Loss) $ 7,968 $ (15,135 ) $ 11,714 $ (33,960 ) Second quarter 2016 operating results for the Fluids Systems segment included $6.9 million of non-cash impairments in the Asia Pacific region resulting from the unfavorable industry market conditions which are reported in impairments and other charges. These impairments include a $3.8 million charge to write-down property, plant and equipment to its estimated fair value and a $3.1 million charge to fully impair the customer related intangible assets for the Asia Pacific region. In addition, second quarter 2016 Fluids Systems operating results also include a $0.6 million write-down of U.S. diesel-based drilling fluid inventory which is reported in cost of revenues. As a result of the declines in industry activity in North America in 2015 and early 2016, we executed cost reduction programs including workforce reductions, reduced discretionary spending, and beginning in March 2016, a temporary salary reduction for a significant number of North American employees, including executive officers, suspension of the Company’s matching contribution to the U.S. defined contribution plan as well as a reduction in cash compensation paid to our Board of Directors in order to align our cost structure to activity levels. These actions resulted in charges for employee termination costs as shown in the table below: Second Quarter First Half (In thousands) 2016 2016 Cost of revenues $ 720 $ 3,425 Selling, general and administrative expenses 136 867 Total employee termination costs $ 856 $ 4,292 Fluids systems $ 738 $ 3,919 Mats and integrated services 91 250 Corporate office 27 123 Total employee termination costs $ 856 $ 4,292 The temporary reductions in salaries, suspension of the Company’s matching contribution to the U.S. defined contribution plan and reduction in cash compensation paid to our Board of Directors were lifted in the second quarter of 2017. |
Basis of Presentation and Sig19
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Change in Accounting Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. For further information, see Note 1 in our Annual Report on Form 10-K for the year ended December 31, 2016 . |
Reclassifications | Certain amounts reported in the condensed consolidated statements of cash flows for prior periods have been reclassified to conform to the current reporting presentation. |
New Accounting Pronouncements | Standards adopted in 2017 Inventory Measurement: In July 2015, the FASB issued updated guidance that simplifies the subsequent measurement of inventory. It replaced the former lower of cost or market test with the lower of cost or net realizable value test. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted this new guidance prospectively in the first quarter of 2017; however, the adoption did not have a material impact on our consolidated financial statements. Share-based Compensation: In March 2016, the FASB issued updated guidance that simplified several aspects of accounting for share-based payments transactions, including income tax consequences. We adopted this new guidance in the first quarter of 2017. The most significant impact of adopting this new guidance is the required change in accounting for excess tax benefits (“windfalls”) and deficiencies (“shortfalls”) related to share-based compensation. Beginning in the first quarter of 2017, such windfalls and shortfalls are now reflected in the consolidated statements of operations as a discrete tax benefit or discrete tax expense, respectively, whereas previously, they were generally recognized in additional paid in capital on the condensed consolidated balance sheets. For the first half of 2017 , we recognized $0.2 million of expense in the provision for income taxes related to net shortfall tax deficiencies from share-based payments. For the first half of 2016, $1.1 million of net shortfall tax deficiencies were recognized in additional paid-in capital. The new guidance also impacts the calculation of diluted earnings per share. When applying the treasury stock method to share-based payment awards, entities shall no longer include tax windfalls or shortfalls when calculating assumed proceeds to determine the awards dilutive effect on earnings per share. The adoption of this guidance did not materially impact our diluted earnings per share in each of the periods presented. In addition to the income tax consequences described above, the new guidance requires all windfall tax benefits related to share-based payments be reported as cash flows from operating activities along with all other income tax cash flows. Previously, windfall tax benefits from share-based payment arrangements were reported as cash flows from financing activities. The new guidance allows companies to elect either a prospective or retrospective application with respect to this statement of cash flows presentation. We have elected to apply this classification amendment prospectively. Since we did not have any windfall tax benefits in 2016, the prospective adoption did not impact comparability with the prior year. Finally, the new guidance allows for the accounting policy option to account for forfeitures as they occur or continue estimating expected forfeitures over the course of the vesting period as required under previous guidance. We have elected the accounting policy option to continue estimating forfeitures in determining share-based compensation expense resulting in no impact to our financial statements from the adoption of the new guidance. Standards not yet adopted Revenue Recognition: In May 2014, the FASB amended the existing accounting standards for revenue recognition. The amendments are based on the principle that revenue should be recognized 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. The new guidance is effective for us in the first quarter of 2018. The amendments are to be applied using a retrospective or modified retrospective approach. As part of our assessment work to date, we have formed an implementation work team and conducted preliminary assessments of the new guidance across a majority of our revenue streams. While we have not fully completed our evaluation of the impacts of these amendments, we currently anticipate that the adoption will not have a material impact on the timing or amounts of revenue recognized in our consolidated financial statements; however, we anticipate incremental disclosures to be included in our consolidated financial statements regarding our revenue recognition policies and related amounts. We currently anticipate adopting the new guidance utilizing the modified retrospective method with the cumulative effect recognized as of our adoption date, January 1, 2018. Leases: In February 2016, the FASB issued updated guidance regarding accounting for leases. The new accounting standard provides principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to recognize both assets and liabilities arising from financing and operating leases. The classification as either a financing or operating lease will determine whether lease expense is recognized based on an effective interest method basis or on a straight-line basis over the term of the lease, respectively. The new guidance is effective for us in the first quarter of 2019 with early adoption permitted. Based on our current lease portfolio, we anticipate the new guidance will require us to reflect additional assets and liabilities in our consolidated balance sheet; however, we have not yet completed an estimation of such amount and we are still evaluating the overall impact of the new guidance on our consolidated financial statements. Credit Losses: In June 2016, the FASB issued new guidance which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, including trade receivables. The new standard requires an entity to estimate its lifetime “expected credit loss” for such assets at inception which will generally result in the earlier recognition of allowances for losses. The new guidance is effective for us in the first quarter of 2020 with early adoption permitted in 2019. This guidance should be applied using a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We are currently evaluating the impact of the new guidance on our consolidated financial statements. Statement of Cash Flows: In August 2016, the FASB issued updated guidance that clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update provides guidance on eight specific cash flow issues. This guidance is effective for us in the first quarter of 2018 and should be applied using the retrospective transition method to each period presented. Early adoption is permitted but all changes must be adopted in the same period. We do not expect the adoption of this new guidance to have a material impact on the presentation of our consolidated statements of cash flows. Deferred Taxes on Intra-Entity Asset Transfers: In October 2016, the FASB amended the guidance related to the recognition of current and deferred income taxes for intra-entity asset transfers. Under current U.S. GAAP, recognition of income taxes on intra-entity asset transfers is prohibited until the asset has been sold to an outside party. This update requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This update does not change U.S. GAAP for the pre-tax effects of an intra-entity asset transfer or for an intra-entity transfer of inventory. This guidance is effective for us in the first quarter of 2018 and should be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the impact of the new guidance on our consolidated financial statements. Restricted Cash Presentation: In November 2016, the FASB issued updated guidance that requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for us in the first quarter of 2018 with early adoption permitted and should be applied using a retrospective transition method to each period presented. At June 30, 2017 and December 31, 2016 , we had $37.1 million and $7.4 million of restricted cash included in prepaid expenses and other current assets in the accompanying balance sheet. In June 2017, we increased our restricted cash balance by depositing $30.1 million of cash with an escrow agent in preparation for the October 2017 maturity of the unsecured convertible senior notes. See “Note 8 - Financing Arrangements and Fair Value of Financial Instruments” for additional information. We are continuing to evaluate the impact of the new guidance on the presentation of our consolidated financial statements. Goodwill Impairment Test: In January 2017, the FASB amended the guidance related to the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. Under the new guidance, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. This guidance is effective for us for goodwill impairment tests beginning after December 15, 2019. This guidance should be applied prospectively and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table presents the reconciliation of the numerator and denominator for calculating net income (loss) per share: Second Quarter First Half (In thousands, except per share data) 2017 2016 2017 2016 Numerator Basic - net income (loss) $ 1,632 $ (13,904 ) $ 649 $ (27,204 ) Assumed conversions of Convertible Notes due 2017 — — — — Diluted - adjusted net income (loss) $ 1,632 $ (13,904 ) $ 649 $ (27,204 ) Denominator Basic - weighted average common shares outstanding 84,653 83,457 84,404 83,358 Dilutive effect of stock options and restricted stock awards 2,662 — 2,695 — Dilutive effect of Convertible Notes due 2017 — — — — Dilutive effect of Convertible Notes due 2021 — — — — Diluted - weighted average common shares outstanding 87,315 83,457 87,099 83,358 Net income (loss) per common share Basic $ 0.02 $ (0.17 ) $ 0.01 $ (0.33 ) Diluted $ 0.02 $ (0.17 ) $ 0.01 $ (0.33 ) |
Schedule of diluted net income (loss) per share | We excluded the following weighted-average potential shares from the calculations of diluted net income (loss) per share during the applicable periods because their inclusion would have been anti-dilutive: Second Quarter First Half (In thousands) 2017 2016 2017 2016 Stock options and restricted stock-based awards 2,464 7,220 2,381 6,742 Convertible Notes due 2017 7,569 14,666 7,569 14,973 Convertible Notes due 2021 — — — — |
Receivables (Tables)
Receivables (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Schedule of accounts and other receivables | Receivables consisted of the following: (In thousands) June 30, 2017 December 31, 2016 Gross trade receivables $ 218,335 $ 162,569 Allowance for doubtful accounts (9,813 ) (8,849 ) Net trade receivables 208,522 153,720 Income tax receivables 3,677 39,944 Other receivables 17,994 20,643 Total receivables, net $ 230,193 $ 214,307 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: (In thousands) June 30, 2017 December 31, 2016 Raw materials: Drilling fluids $ 123,162 $ 115,399 Mats 1,092 1,137 Total raw materials 124,254 116,536 Blended drilling fluids components 28,709 23,762 Finished goods - mats 3,984 3,314 Total inventory $ 156,947 $ 143,612 |
Financing Arrangements and Fa23
Financing Arrangements and Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of financing arrangements | Financing arrangements consisted of the following: (In thousands) June 30, 2017 December 31, 2016 Principal Amount Unamortized Discount and Debt Issuance Costs Total Debt Principal Amount Unamortized Discount and Debt Issuance Costs Total Debt Convertible Notes due 2017 83,256 (89 ) 83,167 83,256 (268 ) 82,988 Convertible Notes due 2021 100,000 (24,893 ) 75,107 100,000 (27,100 ) 72,900 ABL Facility — — — — — — Other debt 2,712 — 2,712 380 — 380 Total debt 185,968 (24,982 ) 160,986 183,636 (27,368 ) 156,268 Less: current portion (85,968 ) 89 (85,879 ) (83,636 ) 268 (83,368 ) Long-term debt 100,000 (24,893 ) 75,107 100,000 (27,100 ) 72,900 |
Segment Data (Tables)
Segment Data (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of operating results for reportable segments | charges for employee termination costs as shown in the table below: Second Quarter First Half (In thousands) 2016 2016 Cost of revenues $ 720 $ 3,425 Selling, general and administrative expenses 136 867 Total employee termination costs $ 856 $ 4,292 Fluids systems $ 738 $ 3,919 Mats and integrated services 91 250 Corporate office 27 123 Total employee termination costs $ 856 $ 4,292 Summarized operating results for our reportable segments are shown in the following table (net of inter-segment transfers): Second Quarter First Half (In thousands) 2017 2016 2017 2016 Revenues Fluids systems $ 150,623 $ 96,153 $ 286,673 $ 194,804 Mats and integrated services 32,397 19,162 55,038 35,055 Total Revenues $ 183,020 $ 115,315 $ 341,711 $ 229,859 Operating Income (Loss) Fluids systems $ 5,863 $ (11,924 ) $ 12,215 $ (27,131 ) Mats and integrated services 11,419 3,989 17,821 7,725 Corporate office (9,314 ) (7,200 ) (18,322 ) (14,554 ) Total Operating Income (Loss) $ 7,968 $ (15,135 ) $ 11,714 $ (33,960 ) |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Aug. 31, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 20,238 | $ 19,995 | |
Pragmatic Drilling Fluids Additives, Ltd | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 4,400 | ||
Finite-lived intangible assets acquired | 1,700 | ||
Goodwill | $ 1,700 |
Basis of Presentation and Sig26
Basis of Presentation and Significant Accounting Policies (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Restricted cash, current | $ 37.1 | $ 7.4 | |
Paid-In Capital | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Share-based compensation, awards | $ 0.2 | ||
Accounting Standards Update 2016-09 | Paid-In Capital | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment | $ (1.1) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Basic - net income (loss) | $ 1,632 | $ (13,904) | $ 649 | $ (27,204) | |
Assumed conversions of Convertible Notes due 2017 | 0 | 0 | 0 | 0 | |
Diluted - adjusted net income (loss) | $ 1,632 | $ (13,904) | $ 649 | $ (27,204) | |
Weighted average number of common shares outstanding - basic (in shares) | 84,653 | 83,457 | 84,404 | 83,358 | |
Dilutive effect of stock options and restricted stock awards (in shares) | 2,662 | 0 | 2,695 | 0 | |
Weighted average common shares outstanding - diluted (in shares) | 87,315 | 83,457 | 87,099 | 83,358 | |
Basic (loss) per common share (in dollars per share) | $ 0.02 | $ (0.17) | $ 0.01 | $ (0.33) | |
Diluted (loss) per common share (in dollars per share) | $ 0.02 | $ (0.17) | $ 0.01 | $ (0.33) | |
Stock options and restricted stock excluded from calculation of diluted earnings per share because anti-dilutive for the period (in shares) | 2,464 | 7,220 | 2,381 | 6,742 | |
Convertible debt | Convertible Notes due 2017 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Dilutive effect of Senior Notes (in shares) | 0 | 0 | 0 | 0 | |
Stock options and restricted stock excluded from calculation of diluted earnings per share because anti-dilutive for the period (in shares) | 7,569 | 14,666 | 7,569 | 14,973 | |
Convertible debt | Convertible Notes due 2021 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Dilutive effect of Senior Notes (in shares) | 0 | 0 | 0 | 0 | |
Stock options and restricted stock excluded from calculation of diluted earnings per share because anti-dilutive for the period (in shares) | 0 | 0 | 0 | 0 | |
Senior notes | Convertible Notes due 2017 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 11 | ||||
Senior notes | Convertible Notes due 2021 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 9.33 |
Stock-Based Compensation and 28
Stock-Based Compensation and Other Long Term Incentive Compensation (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017shares | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, grants | 747,661 | |
Share-based compensation, award vesting period | 3 years | |
Share-based compensation, weighted average grant date fair value (in dollars per share) | $ / shares | $ 7.8 | |
Time-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, award vesting period | 3 years | |
Share-based compensation, awards | $ | $ 5.3 | |
Performance Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, awards | $ | $ 1.3 | |
Share-based compensation, percentage of outstanding stock minimum | 0.00% | |
Share-based compensation, percentage of outstanding stock maximum | 150.00% | |
Non-employee director | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, grants | 98,714 | |
2015 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, number of shares available for grant | 1,856,515 | 1,856,515 |
Minimum | 2015 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, number of shares authorized | 7,800,000 | 7,800,000 |
Maximum | 2015 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, number of shares authorized | 9,800,000 | 9,800,000 |
Repurchase Program (Details)
Repurchase Program (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Feb. 29, 2016 | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Gain on extinguishment of debt | $ 0 | $ 0 | $ 0 | $ 1,894,000 | ||
Stock repurchase program, remaining authorized repurchase amount | $ 33,500,000 | $ 33,500,000 | ||||
Share repurchase program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Treasury stock, shares, acquired | 0 | 0 | ||||
Share repurchase program | Senior notes | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Debt instrument, repurchased face amount | $ 11,200,000 | |||||
Convertible Notes due 2017 | Senior notes | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Purchase of senior notes | 9,200,000 | $ 9,200,000 | ||||
Gain on extinguishment of debt | $ 1,900,000 | |||||
Convertible Notes due 2017 | Share repurchase program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 100,000,000 | |||||
Convertible Notes due 2021 | Share repurchase program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 78,100,000 |
Receivables (Details)
Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Gross trade receivables | $ 218,335 | $ 162,569 |
Allowance for doubtful accounts | (9,813) | (8,849) |
Net trade receivables | 208,522 | 153,720 |
Income tax receivables | 3,677 | 39,944 |
Other receivables | 17,994 | 20,643 |
Total receivables, net | $ 230,193 | $ 214,307 |
Receivables (Details Textual)
Receivables (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Increase in trade receivables | $ 55,800 | ||
Increase in trade receivables, percent | 34.00% | ||
Gross trade receivables | $ 218,335 | $ 162,569 | |
Other receivables | $ 17,994 | 20,643 | |
Sales revenue, net | Customer concentration risk | Sonatrach | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Concentration risk, percentage | 10.00% | 15.00% | |
Receivables, net | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Income taxes receivable | 38,000 | ||
Nontrade receivables | $ 9,600 | 11,500 | |
Receivables, net | Escrow | Environmental services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | $ 8,000 | $ 8,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Raw materials: | $ 124,254 | $ 116,536 |
Total inventory | 156,947 | 143,612 |
Drilling fluids | ||
Inventory [Line Items] | ||
Raw materials: | 123,162 | 115,399 |
Mats | ||
Inventory [Line Items] | ||
Raw materials: | 1,092 | 1,137 |
Finished goods | 3,984 | 3,314 |
Blended drilling fluids components | ||
Inventory [Line Items] | ||
Finished goods | $ 28,709 | $ 23,762 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ 2,361 | $ (3,507) | $ 3,480 | $ (8,764) |
Domestic tax authority | Internal Revenue Service (IRS) | Tax year 2014 and 2015 | ||||
Income Tax Contingency [Line Items] | ||||
Unrecognized tax benefits, decrease resulting from prior period tax positions | $ 3,900 |
Financing Arrangements and Fa34
Financing Arrangements and Fair Value of Financial Instruments (Details Textual) | May 12, 2016USD ($) | May 31, 2016USD ($) | Sep. 30, 2010USD ($)shares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($)trading_day$ / sharesshares | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) |
Conversion price percentage | 130.00% | |||||||
Business day period | 5 days | |||||||
Consecutive trading day period | 5 days | |||||||
Percent threshold last reported sale price | 98.00% | |||||||
Debt issuance cost | $ 2,400,000 | |||||||
Long-term debt, excluding current maturities | 75,107,000 | $ 72,900,000 | ||||||
Long-term debt | 160,986,000 | 156,268,000 | ||||||
Current debt | 85,879,000 | 83,368,000 | ||||||
Restricted cash and cash equivalents, current | 5,600,000 | |||||||
Prepaid Expenses and Other Current Assets | ||||||||
Restricted cash and cash equivalents, current | 7,000,000 | 7,400,000 | ||||||
Foreign Operations | ||||||||
Current debt | 0 | $ 0 | ||||||
Restricted cash and cash equivalents, current | $ 1,400,000 | |||||||
Senior notes | ||||||||
Debt conversion, converted shares for basis principal (shares) | shares | 107.1381 | |||||||
Debt conversion, principal amount as basis for conversion rate | $ 1,000 | |||||||
Debt instrument, convertible, threshold trading days | trading_day | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | 30 days | |||||||
Net deferred tax liabilities | $ 8,700,000 | |||||||
Interest rate, effective percentage | 11.30% | |||||||
Convertible Notes due 2017 | Senior notes | ||||||||
Debt instrument, face amount | 172,500,000 | |||||||
Unsecured debt, principal amount | $ 83,300,000 | |||||||
Interest rate, stated percentage | 4.00% | |||||||
Debt conversion, converted shares for basis principal (shares) | shares | 90.8893 | |||||||
Debt conversion, principal amount as basis for conversion rate | $ 1,000 | |||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 11 | |||||||
Debt instrument, fair value | $ 83,100,000 | $ 84,400,000 | ||||||
Long-term debt | 83,167,000 | 82,988,000 | ||||||
Convertible Notes due 2021 | Senior notes | ||||||||
Debt instrument, face amount | 100,000,000 | |||||||
Unsecured debt, principal amount | 106,500,000 | $ 110,500,000 | ||||||
Interest rate, stated percentage | 4.00% | |||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 9.33 | |||||||
Long-term debt | 75,107,000 | $ 72,900,000 | ||||||
ABL Facility | ||||||||
Remaining borrowing capacity | 35,100,000 | |||||||
ABL Facility | Federal Funds Rate | ||||||||
Base rate basis spread on variable rate | 0.50% | 0.50% | ||||||
ABL Facility | London Interbank Offered Rate (LIBOR) | ||||||||
Base rate basis spread on variable rate | 1.00% | 1.00% | ||||||
Basis spread on variable rate | 3.50% | 3.50% | ||||||
ABL Facility | Base Rate | ||||||||
Basis spread on variable rate | 2.50% | 2.50% | ||||||
ABL Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||
Basis spread on variable rate | 2.25% | 2.25% | ||||||
ABL Facility | Minimum | Base Rate | ||||||||
Basis spread on variable rate | 1.25% | 1.25% | ||||||
ABL Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||
Basis spread on variable rate | 3.50% | 3.50% | ||||||
ABL Facility | Maximum | Base Rate | ||||||||
Basis spread on variable rate | 2.50% | 2.50% | ||||||
ABL Facility | Revolving credit facility | ||||||||
Maximum borrowing capacity | $ 90,000,000 | |||||||
Escrow deposit | 30,100,000 | |||||||
Fixed charge coverage ratio, amount | $ 25,000,000 | |||||||
Remaining borrowing capacity | 54,900,000 | |||||||
Current borrowing capacity | 90,000,000 | |||||||
Long-term debt | $ 0 | $ 0 | ||||||
Unused capacity, commitment fee percentage | 0.625% | |||||||
Covenant terms acceleration of other indebtedness | $ 25,000,000 | |||||||
ABL Facility | Revolving credit facility | Minimum | ||||||||
Unused capacity, commitment fee percentage | 0.375% | 0.375% | ||||||
ABL Facility | Revolving credit facility | Maximum | ||||||||
Maximum borrowing capacity | $ 150,000,000 | |||||||
Unused capacity, commitment fee percentage | 0.625% | 0.625% | ||||||
Credit Agreement | ||||||||
Letters of credit outstanding, amount | $ 5,200,000 | |||||||
Credit Agreement | Foreign Operations | ||||||||
Letters of credit outstanding, amount | 16,800,000 | |||||||
Credit Agreement | Revolving credit facility | ||||||||
Maximum borrowing capacity | $ 150,000,000 | $ 200,000,000 | ||||||
Long-term line of credit | $ 0 | |||||||
Interest costs incurred | $ 1,100,000 | |||||||
Convertible debt, debt component | ||||||||
Debt issuance cost | 2,600,000 | |||||||
Long-term debt, excluding current maturities | 75,100,000 | |||||||
Unamortized debt discount | 22,500,000 | |||||||
Convertible debt, debt component | Senior notes | ||||||||
Interest rate, stated percentage | 10.50% | |||||||
Debt instrument, fair value | $ 75,200,000 | |||||||
Convertible debt, equity component | ||||||||
Debt instrument, conversion equity amount | 24,800,000 | |||||||
Debt issuance cost | $ 900,000 | |||||||
Debt instrument, conversion equity, carrying amount net of issuance costs and deferred tax liability | $ 15,200,000 |
Financing Arrangements and Fa35
Financing Arrangements and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 185,968 | $ 183,636 |
Unamortized discount and debt issuance costs | (24,982) | (27,368) |
Long-term debt | 160,986 | 156,268 |
Long-term debt, current maturities, gross | (85,968) | (83,636) |
Unamortized discount and debt issuance costs, current | 89 | 268 |
Long-term debt, current maturities | (85,879) | (83,368) |
Long-term debt, excluding current maturities, gross | 100,000 | 100,000 |
Unamortized discount and debt issuance costs, noncurrent | (24,893) | (27,100) |
Long-term debt, excluding current maturities | 75,107 | 72,900 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 2,712 | 380 |
Long-term debt | 2,712 | 380 |
Senior notes | Convertible Notes due 2017 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 83,256 | 83,256 |
Unamortized discount and debt issuance costs | (89) | (268) |
Long-term debt | 83,167 | 82,988 |
Senior notes | Convertible Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 100,000 | 100,000 |
Unamortized discount and debt issuance costs | (24,893) | (27,100) |
Long-term debt | 75,107 | 72,900 |
Revolving credit facility | ABL Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 0 |
Long-term debt | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - Ecoserv - Environmental services - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2014 | |
Loss Contingencies [Line Items] | ||
Escrow deposit | $ 8 | |
Loss contingency, sales price, damage model | $ 100 | |
Damages claimed | 20 | |
Released 9 Months from Closing Date | ||
Loss Contingencies [Line Items] | ||
Escrow deposit | $ 4 | |
Released 18 Months from Closing Date | ||
Loss Contingencies [Line Items] | ||
Escrow deposit | $ 4 |
Segment Data (Details)
Segment Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue, Major Customer [Line Items] | ||||
Revenues | $ 183,020 | $ 115,315 | $ 341,711 | $ 229,859 |
Operating Income (Loss) | 7,968 | (15,135) | 11,714 | (33,960) |
Asset impairment charges | 0 | 8,617 | ||
Employee termination costs | 856 | 4,292 | ||
Fluids systems | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 150,623 | 96,153 | 286,673 | 194,804 |
Operating Income (Loss) | 5,863 | (11,924) | 12,215 | (27,131) |
Employee termination costs | 738 | 3,919 | ||
Mats and integrated services | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 32,397 | 19,162 | 55,038 | 35,055 |
Operating Income (Loss) | 11,419 | 3,989 | 17,821 | 7,725 |
Employee termination costs | 91 | 250 | ||
Corporate office | ||||
Revenue, Major Customer [Line Items] | ||||
Operating Income (Loss) | $ (9,314) | (7,200) | $ (18,322) | (14,554) |
Employee termination costs | 27 | 123 | ||
Cost of revenues | ||||
Revenue, Major Customer [Line Items] | ||||
Employee termination costs | 720 | 3,425 | ||
Selling, general and administrative expenses | ||||
Revenue, Major Customer [Line Items] | ||||
Employee termination costs | 136 | $ 867 | ||
Asia Pacific | Fluids systems | ||||
Revenue, Major Customer [Line Items] | ||||
Asset impairment charges | 6,900 | |||
Impairment of property, plant and equipment | 3,800 | |||
Impairment of customer related intangible assets | 3,100 | |||
United States | Fluids systems | ||||
Revenue, Major Customer [Line Items] | ||||
Inventory write-down | $ 600 |