Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 25, 2018 | |
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, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 90,557,449 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 71,722 | $ 56,352 |
Receivables, net | 252,154 | 265,866 |
Inventories | 189,571 | 165,336 |
Prepaid expenses and other current assets | 20,492 | 17,483 |
Total current assets | 533,939 | 505,037 |
Property, plant and equipment, net | 316,062 | 315,320 |
Goodwill | 44,020 | 43,620 |
Other intangible assets, net | 27,622 | 30,004 |
Deferred tax assets | 4,484 | 4,753 |
Other assets | 3,587 | 3,982 |
Total assets | 929,714 | 902,716 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Current debt | 3,584 | 1,518 |
Accounts payable | 93,254 | 88,648 |
Accrued liabilities | 39,769 | 68,248 |
Total current liabilities | 136,607 | 158,414 |
Long-term debt, less current portion | 193,636 | 158,957 |
Deferred tax liabilities | 36,158 | 31,580 |
Other noncurrent liabilities | 8,590 | 6,285 |
Total liabilities | 374,991 | 355,236 |
Commitments and contingencies (Note 9) | ||
Stockholders' Equity | ||
Common stock, $0.01 par value (200,000,000 shares authorized and 106,071,255 and 104,571,839 shares issued, respectively) | 1,061 | 1,046 |
Paid-in capital | 611,667 | 603,849 |
Accumulated other comprehensive loss | (63,097) | (53,219) |
Retained earnings | 134,589 | 123,375 |
Treasury stock, at cost (15,513,806 and 15,366,504 shares, respectively) | (129,497) | (127,571) |
Total stockholders’ equity | 554,723 | 547,480 |
Total liabilities and stockholders' equity | $ 929,714 | $ 902,716 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
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) | 106,071,255 | 104,571,839 |
Treasury stock, shares (in shares) | 15,318,806 | 15,366,504 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Operating Income (Loss) [Abstract] | ||||
Revenues | $ 236,262 | $ 183,020 | $ 463,555 | $ 341,711 |
Cost of revenues | 188,480 | 148,431 | 374,935 | 278,021 |
Selling, general and administrative expenses | 28,708 | 26,630 | 55,662 | 52,027 |
Other operating income, net | (69) | (9) | (23) | (51) |
Operating income | 19,143 | 7,968 | 32,981 | 11,714 |
Foreign currency exchange loss | 458 | 534 | 683 | 926 |
Interest expense, net | 3,691 | 3,441 | 6,991 | 6,659 |
Income from operations before income taxes | 14,994 | 3,993 | 25,307 | 4,129 |
Provision for income taxes | 4,148 | 2,361 | 7,239 | 3,480 |
Net income | $ 10,846 | $ 1,632 | $ 18,068 | $ 649 |
Income per common share - basic (in dollars per share) | $ 0.12 | $ 0.02 | $ 0.20 | $ 0.01 |
Income per common share - diluted (in dollars per share) | $ 0.12 | $ 0.02 | $ 0.19 | $ 0.01 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 10,846 | $ 1,632 | $ 18,068 | $ 649 |
Foreign currency translation adjustments (net of tax benefit of $1,486, $0, $987, $0) | (9,212) | 5,269 | (9,878) | 7,824 |
Comprehensive income | $ 1,634 | $ 6,901 | $ 8,190 | $ 8,473 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 1,486 | $ 0 | $ 987 | $ 0 |
Condensed Consolidated Stateme7
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, 2016 | $ 500,543 | $ 998 | $ 558,966 | $ (63,208) | $ 129,873 | $ (126,086) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 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) |
Beginning balance at Dec. 31, 2017 | 547,480 | 1,046 | 603,849 | (53,219) | 123,375 | (127,571) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect of accounting changes | (6,764) | (6,764) | ||||
Net income | 18,068 | 18,068 | ||||
Employee stock options, restricted stock and employee stock purchase plan | 969 | 15 | 2,970 | (90) | (1,926) | |
Stock-based compensation expense | 4,848 | 4,848 | ||||
Foreign currency translation | (9,878) | (9,878) | ||||
Ending balance at Jun. 30, 2018 | $ 554,723 | $ 1,061 | $ 611,667 | $ (63,097) | $ 134,589 | $ (129,497) |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 18,068 | $ 649 |
Adjustments to reconcile net income to net cash provided by operations: | ||
Depreciation and amortization | 22,755 | 19,244 |
Stock-based compensation expense | 4,848 | 5,874 |
Provision for deferred income taxes | 243 | (3,672) |
Net provision for doubtful accounts | 1,229 | 1,412 |
Gain on sale of assets | (371) | (1,266) |
Amortization of original issue discount and debt issuance costs | 2,643 | 2,679 |
Change in assets and liabilities: | ||
Increase in receivables | (1,185) | (48,612) |
Increase in inventories | (21,459) | (10,500) |
Increase in other assets | (3,417) | (2,773) |
Increase in accounts payable | 6,659 | 15,590 |
Increase (decrease) in accrued liabilities and other | (9,326) | 43,685 |
Net cash provided by operating activities | 20,687 | 22,310 |
Cash flows from investing activities: | ||
Capital expenditures | (24,458) | (16,644) |
Refund of proceeds from sale of a business | (13,974) | 0 |
Proceeds from sale of property, plant and equipment | 920 | 1,222 |
Business acquisitions, net of cash acquired | (249) | 0 |
Net cash used in investing activities | (37,761) | (15,422) |
Cash flows from financing activities: | ||
Borrowings on lines of credit | 203,716 | 0 |
Payments on lines of credit | (171,796) | 0 |
Debt issuance costs | (11) | (335) |
Proceeds from employee stock plans | 3,700 | 1,517 |
Purchases of treasury stock | (3,074) | (2,382) |
Other financing activities | 2,515 | 2,333 |
Net cash provided by financing activities | 35,050 | 1,133 |
Effect of exchange rate changes on cash | (2,926) | 2,017 |
Net increase in cash, cash equivalents, and restricted cash | 15,050 | 10,038 |
Cash, cash equivalents, and restricted cash at beginning of period | 65,460 | 95,299 |
Cash, cash equivalents, and restricted cash at end of period | $ 80,510 | $ 105,337 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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, 2017 . 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 2018 are not necessarily indicative of the results to be expected for the entire year. Unless otherwise noted, 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 present fairly our financial position as of June 30, 2018 , our results of operations for the second quarter and first half of 2018 and 2017 , and our cash flows for the first half of 2018 and 2017 . All adjustments are of a normal recurring nature. Our balance sheet at December 31, 2017 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, 2017 . New Accounting Pronouncements Standards Adopted in 2018 Revenue from Contracts with Customers. In May 2014, the Financial Accounting Standards Board (“FASB”) amended the guidance for revenue from contracts with customers. 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. We adopted this new guidance as of January 1, 2018 using the modified retrospective transition method, and recorded a net reduction of $2.3 million to opening retained earnings to reflect the cumulative effect of adoption for contracts not completed as of December 31, 2017. Results for reporting periods beginning after December 31, 2017 are presented under the new guidance, while prior period amounts were not adjusted and continue to be reported in accordance with previous guidance. The adoption of this new guidance primarily affected the timing of revenue recognition for drilling fluid additive products provided to customers in the delivery of an integrated fluid system in our U.S. drilling fluids business. Under previous guidance, we recognized revenue for these products upon shipment of materials and passage of title, with a reserve for estimated product returns. Under the new guidance, we recognize revenue for these products when they are utilized, which generally occurs at the time of consumption by the customer. There was no material impact on reported revenues for the second quarter or first half of 2018 as a result of applying the new revenue recognition guidance. The adoption of this guidance also requires additional disclosures for disaggregated revenues, which are included in Note 11. The following provides a summary of our significant accounting policies for revenue recognition under the new guidance for periods beginning after December 31, 2017. Revenue Recognition - Fluids Systems. Revenues for drilling fluid additive products and engineering services, when provided to customers in the delivery of an integrated fluid system, are recognized as product revenues when utilized by the customer. Revenues for formulated liquid systems are recognized as product revenues when utilized or lost downhole while drilling. Revenues for equipment rentals and other services provided to customers that are ancillary to the fluid system product delivery are recognized in rental and services revenues when the services are performed. For direct sales of drilling fluid products, revenues are recognized when control passes to the customer, which is generally upon shipment of materials. Revenue Recognition - Mats and Integrated Services. Revenues for rentals and services are generated from both fixed-price and unit-priced contracts, which are generally short-term in duration. The activities under these contracts include the installation and rental of matting systems for a period of time and services such as site planning and preparation, pit design, access road construction, environmental protection, fluids and spill storage/containment, erosion control, site restoration services and construction and drilling waste management. Rental revenues are recognized over the rental term and services revenues are recognized when the specified services are performed. Revenues from any subsequent extensions to the rental agreements are recognized over the extension period. Revenues from the sale of mats are recognized when control passes to the customer, which is upon shipment or delivery, depending on the terms of the underlying sales contract. For both segments, the amount of revenue we recognize for products sold and services performed reflects the consideration to which we expect to be entitled in exchange for such goods or services, which generally reflects the amount we have the right to invoice based on agreed upon unit rates. While billing requirements vary, many of our customer contracts require that billings occur periodically or at the completion of specified activities, even though our performance and right to consideration occurs throughout the contract. As such, we recognize revenue as performance is completed in the amount to which we have the right to invoice. We do not disclose the value of our unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue for the amount to which we have the right to invoice for products sold and services performed. Shipping and handling costs are reflected in cost of revenues, and all reimbursements by customers of shipping and handling costs are included in revenues. Accounting for Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory. In October 2016, the FASB amended the guidance related to the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The new guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than the previous requirement to defer recognition of current and deferred income taxes for an intra-entity asset transfer until the asset had been sold to an outside party. 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. We adopted this new guidance as of January 1, 2018 using the modified retrospective transition method, and recorded a net reduction of $4.5 million to opening retained earnings to reflect the cumulative effect of adoption for the current and deferred income tax consequences of an intra-entity sale of mats from the U.S. to the U.K. completed prior to 2018. The cumulative effect of the changes made to our consolidated balance sheet for the adoption of the new guidance for revenue from contracts with customers and the income tax consequences of intra-entity transfers of assets other than inventory were as follows: (In thousands) Balance at December 31, 2017 Impact of Adoption of New Revenue Recognition Guidance Impact of Adoption of New Intra-Entity Transfers of Assets Guidance Balance at January 1, 2018 Receivables, net 265,866 (8,441 ) — 257,425 Inventories 165,336 5,483 — 170,819 Deferred tax liabilities 31,580 (679 ) 4,485 35,386 Retained earnings 123,375 (2,279 ) (4,485 ) 116,611 Statement of Cash Flows. In August 2016, the FASB issued new 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. We adopted this new guidance as of January 1, 2018. The adoption of this new guidance had no impact on our historical financial statements or related disclosures. Standards Not Yet Adopted Leases. In February 2016, the FASB amended the guidance related to the accounting for leases. The new guidance 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. This guidance is effective for us in the first quarter of 2019, and will be applied retrospectively as of the date of adoption, although the FASB is currently considering allowing the modified retrospective transition method. As part of our assessment work to date, we have formed an implementation work team, conducted a preliminary analysis of the new guidance and continue to review contracts in our lease portfolio. Based on our current lease portfolio, we anticipate the new guidance will require us to reflect additional assets and liabilities on 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 and related disclosures. Credit Losses. In June 2016, the FASB issued new guidance which requires financial assets measured at amortized cost basis, including trade receivables, to be presented at the net amount expected to be collected. The new guidance 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. This guidance is effective for us in the first quarter of 2020 with early adoption permitted, and will be applied using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings as of the date of adoption. We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations In November 2017, we acquired certain assets and assumed certain liabilities of Well Service Group, Inc. and Utility Access Solutions, Inc. (together, “WSG”). The purchase price for this acquisition was approximately $77.4 million , net of cash acquired, which included $45.0 million of cash consideration and the issuance of 3,361,367 shares of our common equity valued at $32.4 million . The results of operations of WSG are reported within the Mats and Integrated Services segment for the periods subsequent to the date of the acquisition. The WSG transaction has been recorded using the acquisition method of accounting and accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The acquisition resulted in the preliminary recognition of $27.0 million in other intangible assets consisting primarily of customer relationships, technology and tradename. All of the other intangibles are finite-lived intangible assets that are preliminarily expected to be amortized over periods of 10 to 15 years with a weighted average amortization period of approximately 13 years. The excess of the total consideration was recorded as goodwill, which is deductible for tax purposes, and includes the value of the assembled workforce. The fair values of the identifiable assets acquired and liabilities assumed were based on the company's estimates and assumptions using various market, income and cost valuation approaches, which are classified within level 3 of the fair value hierarchy. While the initial purchase price allocation has been completed, the allocation of the purchase price is subject to change for a period of one year following the closing date of the acquisition. The following table summarizes the preliminary amounts recognized for the assets acquired and liabilities assumed as of the November 13, 2017 acquisition date, updated for changes to the purchase price allocation during the first half of 2018. (In thousands) Receivables $ 14,527 Inventories 3,207 Other current assets 114 Property, plant and equipment 16,002 Intangible assets 26,970 Total assets acquired 60,820 Current liabilities 7,133 Total liabilities assumed 7,133 Net assets purchased 53,687 Goodwill 23,750 Total purchase consideration $ 77,437 Cash conveyed at closing in 2017 $ 44,750 Equity issued at closing in 2017 32,438 Cash conveyed at working capital settlement in 2018 249 Total purchase consideration $ 77,437 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, 2018 | |
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 per share: Second Quarter First Half (In thousands, except per share data) 2018 2017 2018 2017 Numerator Net income - basic and diluted $ 10,846 $ 1,632 $ 18,068 $ 649 Denominator Weighted average common shares outstanding - basic 89,703 84,653 89,400 84,404 Dilutive effect of stock options and restricted stock awards 2,823 2,662 2,730 2,695 Dilutive effect of 2021 Convertible Notes 1,265 — 636 — Weighted average common shares outstanding - diluted 93,791 87,315 92,766 87,099 Income per common share Basic $ 0.12 $ 0.02 $ 0.20 $ 0.01 Diluted $ 0.12 $ 0.02 $ 0.19 $ 0.01 We excluded the following weighted-average potential shares from the calculations of diluted net income per share during the applicable periods because their inclusion would have been anti-dilutive: Second Quarter First Half (In thousands) 2018 2017 2018 2017 Stock options and restricted stock awards 1,173 2,464 1,412 2,381 2017 Convertible Notes — 7,569 — 7,569 2021 Convertible Notes — — — — The unsecured convertible senior notes due 2017 ( “ 2017 Convertible Notes ”) were repaid upon maturity in October 2017. The 2021 Convertible Notes (as defined in Note 7) only impact the calculation of diluted net income per share in periods that the average price of our common stock, as calculated in accordance with the terms of the indenture governing the 2021 Convertible Notes, 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 2021 Convertible Notes as further described in Note 7. 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 per share. |
Stock-Based and Other Long Term
Stock-Based and Other Long Term Incentive Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based and Other Long Term Incentive Compensation | Stock-Based and Other Long Term Incentive Compensation During the second quarter of 2018, the Compensation Committee of our Board of Directors (“Compensation Committee”) approved equity-based compensation to executive officers and other key employees, consisting of 917,901 shares of restricted stock units which will primarily vest in equal installments over a three-year period. At June 30, 2018, there remained 959,889 shares available for award under the 2015 Employee Equity Incentive Plan (“2015 Plan”). In addition, non-employee directors received a grant of 85,578 shares of restricted stock awards 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 grant-date fair value was $10.58 per share for the restricted stock units and $10.75 per share for the restricted stock awards. Also during the second quarter of 2018, the Compensation Committee approved the issuance of cash-settled awards to certain executive officers, including $1.3 million of time-based cash awards and a target amount of $1.3 million of performance-based cash awards. The time-based cash awards vest in equal installments over a three -year period and the performance-based cash awards will be settled based on the relative ranking of our total shareholder return (“TSR”) as compared to the TSR of our designated peer group over a three-year period. The performance period began June 1, 2018 and ends May 31, 2021, with the ending TSR price being equal to the average closing price of our shares over the 30-calendar days ending May 31, 2021 and 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 statements of operations. |
Receivables
Receivables | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Receivables | Receivables Receivables consisted of the following: (In thousands) June 30, 2018 December 31, 2017 Trade receivables: Gross trade receivables $ 244,003 $ 256,851 Allowance for doubtful accounts (9,460 ) (9,457 ) Net trade receivables 234,543 247,394 Income tax receivables 7,261 6,905 Other receivables 10,350 11,567 Total receivables, net $ 252,154 $ 265,866 Other receivables included $9.3 million and $10.8 million for value added, goods and service taxes related to foreign jurisdictions as of June 30, 2018 and December 31, 2017 , respectively. As described in Note 1, the adoption of the new revenue recognition guidance resulted in an $8.4 million reduction in gross trade receivables as of January 1, 2018. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: (In thousands) June 30, 2018 December 31, 2017 Raw materials: Drilling fluids $ 144,674 $ 123,022 Mats 1,780 1,419 Total raw materials 146,454 124,441 Blended drilling fluids components 36,280 30,495 Finished goods - mats 6,837 10,400 Total inventory $ 189,571 $ 165,336 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 drilling fluid systems require raw materials to be added, as needed to meet specified customer requirements. As described in Note 1, the adoption of the new revenue recognition guidance resulted in a $5.5 million increase in inventories as of January 1, 2018. |
Financing Arrangements and Fair
Financing Arrangements and Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Financing Arrangements and Fair Value of Financial Instruments | Financing Arrangements and Fair Value of Financial Instruments Financing arrangements consisted of the following: June 30, 2018 December 31, 2017 (In thousands) Principal Amount Unamortized Discount and Debt Issuance Costs Total Debt Principal Amount Unamortized Discount and Debt Issuance Costs Total Debt 2021 Convertible Notes $ 100,000 $ (20,264 ) $ 79,736 $ 100,000 $ (22,643 ) $ 77,357 ABL Facility 113,900 — 113,900 81,600 — 81,600 Other debt 3,584 — 3,584 1,518 — 1,518 Total debt 217,484 (20,264 ) 197,220 183,118 (22,643 ) 160,475 Less: current portion (3,584 ) — (3,584 ) (1,518 ) — (1,518 ) Long-term debt $ 213,900 $ (20,264 ) $ 193,636 $ 181,600 $ (22,643 ) $ 158,957 2021 Convertible Notes. In December 2016, we issued $100.0 million of unsecured convertible senior notes (“2021 Convertible Notes”) 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 commencing after the calendar quarter ending on March 31, 2017 (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 July 26, 2018 , 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. As of June 30, 2018 , the carrying amount of the debt component was $79.7 million , which is net of the unamortized debt discount and issuance costs of $18.2 million and $2.0 million , respectively. Including the impact of the debt discount and related deferred debt issuance costs, the effective interest rate on the notes is approximately 11.3% . Asset-Based Loan Facility. In May 2016, we entered into an asset-based revolving credit agreement which replaced our previous credit agreement. In October 2017, we entered into an Amended and Restated Credit Agreement (as amended, the "ABL Facility") which amended and restated the prior asset-based revolving credit agreement. The ABL Facility provides financing of up to $150.0 million available for borrowings (inclusive of letters of credit) and can be increased up to a maximum capacity of $225.0 million , subject to certain conditions. As of June 30, 2018 , our total borrowing base availability under the ABL Facility was $150.0 million , of which $113.9 million was drawn, resulting in remaining availability of $36.1 million . The ABL Facility terminates on October 17, 2022; however, the ABL Facility has a springing maturity date that will accelerate the maturity of the ABL Facility to September 1, 2021 if, prior to such date, the 2021 Convertible Notes have not either been repurchased, redeemed, converted or we have not provided sufficient funds to repay the 2021 Convertible Notes in full on their maturity date. For this purpose, funds may be provided in cash to an escrow agent or a combination of cash to an escrow agent and the assignment of a portion of availability under the ABL Facility. The ABL Facility requires compliance with a minimum fixed charge coverage ratio and minimum unused availability of $25.0 million to utilize borrowings or assignment of availability under the ABL Facility towards funding the repayment of the 2021 Convertible Notes. 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 such 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. 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 175 to 275 basis points for LIBOR borrowings, and 75 to 175 basis points for base rate borrowings, based on the ratio of debt to consolidated EBITDA as defined in the ABL Facility. As of June 30, 2018 , the applicable margin for borrowings under our ABL Facility was 200 basis points with respect to LIBOR borrowings and 100 basis points with respect to base rate borrowings. The weighted average interest rate for the ABL Facility was 4.1% at June 30, 2018 . In addition, we are required to pay a commitment fee on the unused portion of the ABL Facility ranging from 25 to 37.5 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, 2018 was 37.5 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 $22.5 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 India and Canada maintain local credit arrangements consisting primarily of lines of credit which are renewed on an annual basis. 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 $0.5 million and $1.0 million , respectively, outstanding under these arrangements at June 30, 2018 and December 31, 2017 . At June 30, 2018 , we had letters of credit issued and outstanding of $5.8 million that are collateralized by $6.6 million in restricted cash. Additionally, our foreign operations had $26.1 million outstanding in letters of credit and other guarantees, primarily issued under a credit arrangement in Italy as well as certain letters of credit that are collateralized by $2.2 million in restricted cash. 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 2021 Convertible Notes, approximated their fair values at June 30, 2018 and December 31, 2017. The estimated fair value of our 2021 Convertible Notes was $137.3 million at June 30, 2018 and $127.3 million at December 31, 2017, based on quoted market prices at these respective dates. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The U.S. Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017 resulting in broad and complex changes to U.S. income tax law. The Tax Act includes a one-time transition tax in 2017 on accumulated foreign subsidiary earnings not previously subject to U.S. income tax, reduces the U.S. corporate statutory tax rate from 35% to 21% effective January 1, 2018, generally eliminates U.S. federal income tax on dividends from foreign subsidiaries, creates new tax on certain foreign-sourced earnings, makes other changes to limit certain deductions and changes rules on how certain tax credits and net operating loss carryforwards can be utilized. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded provisional amounts in our financial statements for the year ended December 31, 2017. As we finalize the necessary data, and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the U.S. Internal Revenue Service (“IRS”), or other standard-setting bodies, we may make adjustments to these provisional amounts during 2018. Provisional amounts for the following income tax effects of the Tax Act were recorded as of December 31, 2017 and are subject to change during 2018. We have not made any significant measurement-period adjustments related to these items during the first half of 2018. However, we are continuing to gather additional information to complete our accounting for these items and may make adjustments to the provisional amounts during 2018. One-Time Transition Tax The Tax Act requires us to pay U.S. income taxes on accumulated foreign subsidiary earnings not previously subject to U.S. income tax at a rate of 15.5% to the extent of foreign cash and certain other net current assets and 8% on the remaining earnings. We recorded a provisional amount of $6.9 million in 2017 for our one-time transitional tax liability and income tax expense based on estimates of the effects of the Tax Act. We continue to analyze the significant data from our foreign subsidiaries in connection with the completion of our 2017 income tax returns. Taxes on Repatriation of Foreign Earnings Prior to the Tax Act, we considered the unremitted earnings in our non-U.S. subsidiaries held directly by a U.S. parent to be indefinitely reinvested and, accordingly, had not provided any deferred income taxes. As a result of the Tax Act, we now intend to pursue repatriation of unremitted earnings in our non-U.S. subsidiaries held directly by a U.S. parent to the extent that such earnings have been included in the one-time transition tax discussed above, and subject to cash requirements to support the strategic objectives of the non-U.S. subsidiary. As such, we recorded a provisional amount of $7.0 million in 2017 for the estimated liability and income tax expense for any U.S. federal or state income taxes or additional foreign withholding taxes related to repatriation of such earnings. In addition, in 2017 we recognized certain foreign tax credits of $5.5 million in the U.S. related to the provisional accounting for taxes on repatriation of foreign earnings, however, we also recognized a full valuation allowance related to such tax assets as it is more likely than not that these assets will not be realized. The provisional amounts recorded in 2017 may change as we finalize the analysis of these items during 2018. In 2018, our income tax provision includes the estimated expense for any U.S. federal and state income taxes from the new tax on certain foreign-sourced earnings as well as any additional foreign withholding taxes related to future repatriation of current year earnings in our non-U.S. subsidiaries held directly by a U.S. parent . Deferred Tax Effects The Tax Act reduced the U.S. corporate statutory tax rate from 35% to 21% for years after 2017. Accordingly, we remeasured our U.S. net deferred tax liabilities as of December 31, 2017 to reflect the reduced rate that will apply in future periods when those deferred taxes are settled or realized. We recognized a provisional deferred tax benefit of $17.4 million in 2017 to reflect the reduced U.S. tax rate on our estimated U.S. net deferred tax liabilities. Although the tax rate reduction is known, we have not completed our analysis of the effect of the Tax Act on the underlying deferred taxes for the items discussed above, and as such, the amounts recorded as of December 31, 2017 are provisional. The net tax benefit recognized in 2017 related to the Tax Act was $3.4 million . As we complete our analysis of the Tax Act and incorporate additional guidance that may be issued by the U.S. Treasury Department, the IRS or other standard-setting bodies, we may identify additional effects not reflected as of December 31, 2017. Those adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. The accounting for the tax effects of the Tax Act will be completed in 2018. The provision for income taxes was $7.2 million for the first half of 2018, reflecting an effective tax rate of 29% , compared to $3.5 million for the first half of 2017, reflecting an effective tax rate of 84% . The provision for income taxes for the first half of 2018 includes a $0.8 million net excess tax benefit primarily related to the vesting of certain stock-based compensation awards in the second quarter. Although the Tax Act reduced the U.S. corporate statutory tax rate effective January 1, 2018, our provision for income taxes in 2018 also includes the estimated expense for any U.S. federal and state income taxes from the new tax on certain foreign-sourced earnings as well as any additional foreign withholding taxes related to future repatriation of current year earnings from our non-U.S. subsidiaries. Due to the relative contribution of our domestic and foreign earnings, these taxes on certain foreign-sourced earnings and the impact of changes to deduction limitations from the Tax Act effectively offset the benefit of the lower U.S. corporate statutory tax rate in our 2018 provision for income taxes. The impact of the Tax Act on our effective tax rate in future periods will depend in large part on the relative contribution of our domestic and foreign earnings, as well as finalization of the provisional accounting for the Tax Act in 2018. The 2017 effective tax rate was negatively impacted by pre-tax losses in certain international jurisdictions, most notably Australia, and non-deductible expenses relative to the amount of pre-tax income. 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 – 2016. During the second quarter of 2017, we received a Revenue Agent Report from the 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 . We submitted our response to the IRS in the third quarter of 2017, and had an initial tax appeals hearing in June 2018. Although the tax appeals process has not concluded, we believe our tax position is properly reported in accordance with applicable U.S. tax laws and regulations and will continue to vigorously defend our position through the tax appeals process. Following an audit in 2015, the treasury authority in Mexico issued a tax assessment (inclusive of interest and penalties) in the amount of 60 million pesos (approximately $3.3 million ) to our Mexico subsidiary primarily in connection with the export of mats from Mexico which took place in 2010. The mats that are the subject of this assessment were owned by a U.S. subsidiary and leased to our Mexico subsidiary for matting projects in the Mexican market. In 2010, we made the decision to move these mats out of Mexico to markets with higher demand. The Mexican treasury authority determined the export of the mats was the equivalent of a sale, and assessed taxes on the gross declared value of the exported mats to our Mexico subsidiary. We retained outside legal counsel and filed administrative appeals with the treasury authority, but we were notified on April 13, 2018, that the last administrative appeal had been rejected. In the second quarter of 2018, we filed an appeal in the Mexican Federal Tax Court, which required that we post a bond in the amount of the assessed taxes (plus additional interest). Although the tax appeals process has not concluded, we believe our tax position is properly reported in accordance with applicable tax laws and regulations in Mexico and intend to vigorously defend our position through the tax appeals process. We are also under examination by various tax authorities in other countries, and certain foreign jurisdictions have challenged the amounts 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 uncertain tax positions 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 accruals. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
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. While the outcome of litigation or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such litigation or other proceedings, in excess of any amounts accrued or covered by insurance, has been incurred that is expected to have a material adverse impact on our consolidated financial statements. 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 purchase/sale agreement. In December 2014, we received a letter from Ecoserv asserting that we had breached certain representations and warranties contained in the purchase/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. In July 2015 we filed an action against Ecoserv in state district 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 purchase/sale agreement. Ecoserv also alleged that we committed fraud in connection with the March 2014 transaction. Following commencement of the trial in December 2017, we reached a settlement agreement with Ecoserv in the first quarter of 2018, under which Ecoserv received $22.0 million in cash, effectively reducing the net sales price of the Environmental Services business by such amount in exchange for dismissal of the pending claims in the lawsuit, and release of any future claims related to the March 2014 transaction. As a result of the settlement, we recognized a charge to discontinued operations in the fourth quarter of 2017 for $22.0 million ( $17.4 million net of tax) to reduce the previously recognized gain from the sale of the Environmental Services business. The reduction in sales price was funded in the first quarter of 2018 with a cash payment of $14.0 million and release of the $8.0 million that had been held in escrow since the March 2014 transaction. In March 2018, the lawsuit was dismissed with prejudice. Litigation expenses related to this matter are included in corporate office expenses in operating income. Kenedy, Texas Drilling Fluids Facility Fire – Subsequent Event In July 2018, a fire occurred at our Kenedy, Texas drilling fluids facility, destroying the distribution warehouse, including inventory and surrounding equipment. In addition, nearby residences and businesses were evacuated as part of the response to the fire. In order to avoid any customer service disruptions, we implemented contingency plans to supply products from alternate facilities in the area and region. While this event is covered by our property, business interruption, and general liability insurance programs, these programs contain self-insured retentions, which remain our financial obligations. Although the total costs associated with the event are not currently estimable, we expect to record approximately $1 million to $2 million of charges in the third quarter of 2018 related to this incident, primarily reflecting our self-insured retention obligations under the insurance programs. |
Supplemental Disclosures to the
Supplemental Disclosures to the Statements of Cash Flows | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures to the Statements of Cash Flows | Supplemental Disclosures to the Statements of Cash Flows Supplemental disclosures to the statements of cash flows are presented below: First Half (In thousands) 2018 2017 Cash paid (received) for: Income taxes (net of refunds) $ 7,175 $ (31,637 ) Interest $ 4,245 $ 4,043 Cash, cash equivalents, and restricted cash in the consolidated statements of cash flows consisted of the following: (In thousands) June 30, 2018 December 31, 2017 Cash and cash equivalents $ 71,722 $ 56,352 Restricted cash (included in other current assets) 8,788 9,108 Cash, cash equivalents, and restricted cash $ 80,510 $ 65,460 |
Segment Data
Segment Data | 6 Months Ended |
Jun. 30, 2018 | |
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) 2018 2017 2018 2017 Revenues Fluids systems $ 179,738 $ 150,623 $ 357,117 $ 286,673 Mats and integrated services 56,524 32,397 106,438 55,038 Total revenues $ 236,262 $ 183,020 $ 463,555 $ 341,711 Operating income (loss) Fluids systems $ 13,327 $ 5,863 $ 23,804 $ 12,215 Mats and integrated services 14,853 11,419 26,939 17,821 Corporate office (9,037 ) (9,314 ) (17,762 ) (18,322 ) Operating income $ 19,143 $ 7,968 $ 32,981 $ 11,714 The following table presents further disaggregated revenues for the Fluids Systems segment: Second Quarter First Half (In thousands) 2018 2017 2018 2017 United States $ 104,333 $ 88,206 $ 196,802 $ 153,826 Canada 11,285 7,434 34,357 27,089 Total North America 115,618 95,640 231,159 180,915 Latin America 8,903 8,598 16,817 17,658 Total Western Hemisphere 124,521 104,238 247,976 198,573 EMEA 49,546 44,788 100,981 85,296 Asia Pacific 5,671 1,597 8,160 2,804 Total Eastern Hemisphere 55,217 46,385 109,141 88,100 Total Fluids Systems revenues $ 179,738 $ 150,623 $ 357,117 $ 286,673 The following table presents further disaggregated revenues for the Mats and Integrated Services segment: Second Quarter First Half (In thousands) 2018 2017 2018 2017 Service revenues $ 24,447 $ 7,625 $ 45,751 $ 14,346 Rental revenues 20,938 17,722 39,750 30,362 Product sales revenues 11,139 7,050 20,937 10,330 Total Mats and Integrated Services revenues $ 56,524 $ 32,397 $ 106,438 $ 55,038 The Mats and Integrated Services segment includes the impact of the WSG acquisition completed in November 2017. |
Basis of Presentation and Sig20
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2017 . |
New Accounting Pronouncements | Standards Adopted in 2018 Revenue from Contracts with Customers. In May 2014, the Financial Accounting Standards Board (“FASB”) amended the guidance for revenue from contracts with customers. 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. We adopted this new guidance as of January 1, 2018 using the modified retrospective transition method, and recorded a net reduction of $2.3 million to opening retained earnings to reflect the cumulative effect of adoption for contracts not completed as of December 31, 2017. Results for reporting periods beginning after December 31, 2017 are presented under the new guidance, while prior period amounts were not adjusted and continue to be reported in accordance with previous guidance. The adoption of this new guidance primarily affected the timing of revenue recognition for drilling fluid additive products provided to customers in the delivery of an integrated fluid system in our U.S. drilling fluids business. Under previous guidance, we recognized revenue for these products upon shipment of materials and passage of title, with a reserve for estimated product returns. Under the new guidance, we recognize revenue for these products when they are utilized, which generally occurs at the time of consumption by the customer. There was no material impact on reported revenues for the second quarter or first half of 2018 as a result of applying the new revenue recognition guidance. The adoption of this guidance also requires additional disclosures for disaggregated revenues, which are included in Note 11. The following provides a summary of our significant accounting policies for revenue recognition under the new guidance for periods beginning after December 31, 2017. Revenue Recognition - Fluids Systems. Revenues for drilling fluid additive products and engineering services, when provided to customers in the delivery of an integrated fluid system, are recognized as product revenues when utilized by the customer. Revenues for formulated liquid systems are recognized as product revenues when utilized or lost downhole while drilling. Revenues for equipment rentals and other services provided to customers that are ancillary to the fluid system product delivery are recognized in rental and services revenues when the services are performed. For direct sales of drilling fluid products, revenues are recognized when control passes to the customer, which is generally upon shipment of materials. Revenue Recognition - Mats and Integrated Services. Revenues for rentals and services are generated from both fixed-price and unit-priced contracts, which are generally short-term in duration. The activities under these contracts include the installation and rental of matting systems for a period of time and services such as site planning and preparation, pit design, access road construction, environmental protection, fluids and spill storage/containment, erosion control, site restoration services and construction and drilling waste management. Rental revenues are recognized over the rental term and services revenues are recognized when the specified services are performed. Revenues from any subsequent extensions to the rental agreements are recognized over the extension period. Revenues from the sale of mats are recognized when control passes to the customer, which is upon shipment or delivery, depending on the terms of the underlying sales contract. For both segments, the amount of revenue we recognize for products sold and services performed reflects the consideration to which we expect to be entitled in exchange for such goods or services, which generally reflects the amount we have the right to invoice based on agreed upon unit rates. While billing requirements vary, many of our customer contracts require that billings occur periodically or at the completion of specified activities, even though our performance and right to consideration occurs throughout the contract. As such, we recognize revenue as performance is completed in the amount to which we have the right to invoice. We do not disclose the value of our unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue for the amount to which we have the right to invoice for products sold and services performed. Shipping and handling costs are reflected in cost of revenues, and all reimbursements by customers of shipping and handling costs are included in revenues. Accounting for Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory. In October 2016, the FASB amended the guidance related to the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The new guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than the previous requirement to defer recognition of current and deferred income taxes for an intra-entity asset transfer until the asset had been sold to an outside party. 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. We adopted this new guidance as of January 1, 2018 using the modified retrospective transition method, and recorded a net reduction of $4.5 million to opening retained earnings to reflect the cumulative effect of adoption for the current and deferred income tax consequences of an intra-entity sale of mats from the U.S. to the U.K. completed prior to 2018. The cumulative effect of the changes made to our consolidated balance sheet for the adoption of the new guidance for revenue from contracts with customers and the income tax consequences of intra-entity transfers of assets other than inventory were as follows: (In thousands) Balance at December 31, 2017 Impact of Adoption of New Revenue Recognition Guidance Impact of Adoption of New Intra-Entity Transfers of Assets Guidance Balance at January 1, 2018 Receivables, net 265,866 (8,441 ) — 257,425 Inventories 165,336 5,483 — 170,819 Deferred tax liabilities 31,580 (679 ) 4,485 35,386 Retained earnings 123,375 (2,279 ) (4,485 ) 116,611 Statement of Cash Flows. In August 2016, the FASB issued new 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. We adopted this new guidance as of January 1, 2018. The adoption of this new guidance had no impact on our historical financial statements or related disclosures. Standards Not Yet Adopted Leases. In February 2016, the FASB amended the guidance related to the accounting for leases. The new guidance 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. This guidance is effective for us in the first quarter of 2019, and will be applied retrospectively as of the date of adoption, although the FASB is currently considering allowing the modified retrospective transition method. As part of our assessment work to date, we have formed an implementation work team, conducted a preliminary analysis of the new guidance and continue to review contracts in our lease portfolio. Based on our current lease portfolio, we anticipate the new guidance will require us to reflect additional assets and liabilities on 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 and related disclosures. Credit Losses. In June 2016, the FASB issued new guidance which requires financial assets measured at amortized cost basis, including trade receivables, to be presented at the net amount expected to be collected. The new guidance 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. This guidance is effective for us in the first quarter of 2020 with early adoption permitted, and will be applied using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings as of the date of adoption. We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers. In May 2014, the Financial Accounting Standards Board (“FASB”) amended the guidance for revenue from contracts with customers. 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. We adopted this new guidance as of January 1, 2018 using the modified retrospective transition method, and recorded a net reduction of $2.3 million to opening retained earnings to reflect the cumulative effect of adoption for contracts not completed as of December 31, 2017. Results for reporting periods beginning after December 31, 2017 are presented under the new guidance, while prior period amounts were not adjusted and continue to be reported in accordance with previous guidance. The adoption of this new guidance primarily affected the timing of revenue recognition for drilling fluid additive products provided to customers in the delivery of an integrated fluid system in our U.S. drilling fluids business. Under previous guidance, we recognized revenue for these products upon shipment of materials and passage of title, with a reserve for estimated product returns. Under the new guidance, we recognize revenue for these products when they are utilized, which generally occurs at the time of consumption by the customer. There was no material impact on reported revenues for the second quarter or first half of 2018 as a result of applying the new revenue recognition guidance. The adoption of this guidance also requires additional disclosures for disaggregated revenues, which are included in Note 11. The following provides a summary of our significant accounting policies for revenue recognition under the new guidance for periods beginning after December 31, 2017. Revenue Recognition - Fluids Systems. Revenues for drilling fluid additive products and engineering services, when provided to customers in the delivery of an integrated fluid system, are recognized as product revenues when utilized by the customer. Revenues for formulated liquid systems are recognized as product revenues when utilized or lost downhole while drilling. Revenues for equipment rentals and other services provided to customers that are ancillary to the fluid system product delivery are recognized in rental and services revenues when the services are performed. For direct sales of drilling fluid products, revenues are recognized when control passes to the customer, which is generally upon shipment of materials. Revenue Recognition - Mats and Integrated Services. Revenues for rentals and services are generated from both fixed-price and unit-priced contracts, which are generally short-term in duration. The activities under these contracts include the installation and rental of matting systems for a period of time and services such as site planning and preparation, pit design, access road construction, environmental protection, fluids and spill storage/containment, erosion control, site restoration services and construction and drilling waste management. Rental revenues are recognized over the rental term and services revenues are recognized when the specified services are performed. Revenues from any subsequent extensions to the rental agreements are recognized over the extension period. Revenues from the sale of mats are recognized when control passes to the customer, which is upon shipment or delivery, depending on the terms of the underlying sales contract. For both segments, the amount of revenue we recognize for products sold and services performed reflects the consideration to which we expect to be entitled in exchange for such goods or services, which generally reflects the amount we have the right to invoice based on agreed upon unit rates. While billing requirements vary, many of our customer contracts require that billings occur periodically or at the completion of specified activities, even though our performance and right to consideration occurs throughout the contract. As such, we recognize revenue as performance is completed in the amount to which we have the right to invoice. We do not disclose the value of our unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue for the amount to which we have the right to invoice for products sold and services performed. Shipping and handling costs are reflected in cost of revenues, and all reimbursements by customers of shipping and handling costs are included in revenues. |
Basis of Presentation and Sig21
Basis of Presentation and Significant Accounting Policies Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cumulative effect of changes for adoption of new guidance | The cumulative effect of the changes made to our consolidated balance sheet for the adoption of the new guidance for revenue from contracts with customers and the income tax consequences of intra-entity transfers of assets other than inventory were as follows: (In thousands) Balance at December 31, 2017 Impact of Adoption of New Revenue Recognition Guidance Impact of Adoption of New Intra-Entity Transfers of Assets Guidance Balance at January 1, 2018 Receivables, net 265,866 (8,441 ) — 257,425 Inventories 165,336 5,483 — 170,819 Deferred tax liabilities 31,580 (679 ) 4,485 35,386 Retained earnings 123,375 (2,279 ) (4,485 ) 116,611 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of preliminary amounts recognized for assets acquired and liabilities assumed | The following table summarizes the preliminary amounts recognized for the assets acquired and liabilities assumed as of the November 13, 2017 acquisition date, updated for changes to the purchase price allocation during the first half of 2018. (In thousands) Receivables $ 14,527 Inventories 3,207 Other current assets 114 Property, plant and equipment 16,002 Intangible assets 26,970 Total assets acquired 60,820 Current liabilities 7,133 Total liabilities assumed 7,133 Net assets purchased 53,687 Goodwill 23,750 Total purchase consideration $ 77,437 Cash conveyed at closing in 2017 $ 44,750 Equity issued at closing in 2017 32,438 Cash conveyed at working capital settlement in 2018 249 Total purchase consideration $ 77,437 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 per share: Second Quarter First Half (In thousands, except per share data) 2018 2017 2018 2017 Numerator Net income - basic and diluted $ 10,846 $ 1,632 $ 18,068 $ 649 Denominator Weighted average common shares outstanding - basic 89,703 84,653 89,400 84,404 Dilutive effect of stock options and restricted stock awards 2,823 2,662 2,730 2,695 Dilutive effect of 2021 Convertible Notes 1,265 — 636 — Weighted average common shares outstanding - diluted 93,791 87,315 92,766 87,099 Income per common share Basic $ 0.12 $ 0.02 $ 0.20 $ 0.01 Diluted $ 0.12 $ 0.02 $ 0.19 $ 0.01 |
Schedule of diluted net income (loss) per share | We excluded the following weighted-average potential shares from the calculations of diluted net income per share during the applicable periods because their inclusion would have been anti-dilutive: Second Quarter First Half (In thousands) 2018 2017 2018 2017 Stock options and restricted stock awards 1,173 2,464 1,412 2,381 2017 Convertible Notes — 7,569 — 7,569 2021 Convertible Notes — — — — |
Receivables (Tables)
Receivables (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Schedule of accounts and other receivables | Receivables consisted of the following: (In thousands) June 30, 2018 December 31, 2017 Trade receivables: Gross trade receivables $ 244,003 $ 256,851 Allowance for doubtful accounts (9,460 ) (9,457 ) Net trade receivables 234,543 247,394 Income tax receivables 7,261 6,905 Other receivables 10,350 11,567 Total receivables, net $ 252,154 $ 265,866 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: (In thousands) June 30, 2018 December 31, 2017 Raw materials: Drilling fluids $ 144,674 $ 123,022 Mats 1,780 1,419 Total raw materials 146,454 124,441 Blended drilling fluids components 36,280 30,495 Finished goods - mats 6,837 10,400 Total inventory $ 189,571 $ 165,336 |
Financing Arrangements and Fa26
Financing Arrangements and Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of financing arrangements | Financing arrangements consisted of the following: June 30, 2018 December 31, 2017 (In thousands) Principal Amount Unamortized Discount and Debt Issuance Costs Total Debt Principal Amount Unamortized Discount and Debt Issuance Costs Total Debt 2021 Convertible Notes $ 100,000 $ (20,264 ) $ 79,736 $ 100,000 $ (22,643 ) $ 77,357 ABL Facility 113,900 — 113,900 81,600 — 81,600 Other debt 3,584 — 3,584 1,518 — 1,518 Total debt 217,484 (20,264 ) 197,220 183,118 (22,643 ) 160,475 Less: current portion (3,584 ) — (3,584 ) (1,518 ) — (1,518 ) Long-term debt $ 213,900 $ (20,264 ) $ 193,636 $ 181,600 $ (22,643 ) $ 158,957 |
Supplemental Disclosures to t27
Supplemental Disclosures to the Statements of Cash Flows (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Supplemental disclosures to the statements of cash flows are presented below: First Half (In thousands) 2018 2017 Cash paid (received) for: Income taxes (net of refunds) $ 7,175 $ (31,637 ) Interest $ 4,245 $ 4,043 |
Cash, cash equivalents and restricted cash | Cash, cash equivalents, and restricted cash in the consolidated statements of cash flows consisted of the following: (In thousands) June 30, 2018 December 31, 2017 Cash and cash equivalents $ 71,722 $ 56,352 Restricted cash (included in other current assets) 8,788 9,108 Cash, cash equivalents, and restricted cash $ 80,510 $ 65,460 |
Segment Data (Tables)
Segment Data (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of operating results for reportable segments | Summarized operating results for our reportable segments are shown in the following table (net of inter-segment transfers): Second Quarter First Half (In thousands) 2018 2017 2018 2017 Revenues Fluids systems $ 179,738 $ 150,623 $ 357,117 $ 286,673 Mats and integrated services 56,524 32,397 106,438 55,038 Total revenues $ 236,262 $ 183,020 $ 463,555 $ 341,711 Operating income (loss) Fluids systems $ 13,327 $ 5,863 $ 23,804 $ 12,215 Mats and integrated services 14,853 11,419 26,939 17,821 Corporate office (9,037 ) (9,314 ) (17,762 ) (18,322 ) Operating income $ 19,143 $ 7,968 $ 32,981 $ 11,714 |
Schedule of disaggregated revenues, geographic | The following table presents further disaggregated revenues for the Fluids Systems segment: Second Quarter First Half (In thousands) 2018 2017 2018 2017 United States $ 104,333 $ 88,206 $ 196,802 $ 153,826 Canada 11,285 7,434 34,357 27,089 Total North America 115,618 95,640 231,159 180,915 Latin America 8,903 8,598 16,817 17,658 Total Western Hemisphere 124,521 104,238 247,976 198,573 EMEA 49,546 44,788 100,981 85,296 Asia Pacific 5,671 1,597 8,160 2,804 Total Eastern Hemisphere 55,217 46,385 109,141 88,100 Total Fluids Systems revenues $ 179,738 $ 150,623 $ 357,117 $ 286,673 |
Schedule of disaggregated revenues, segments | The following table presents further disaggregated revenues for the Mats and Integrated Services segment: Second Quarter First Half (In thousands) 2018 2017 2018 2017 Service revenues $ 24,447 $ 7,625 $ 45,751 $ 14,346 Rental revenues 20,938 17,722 39,750 30,362 Product sales revenues 11,139 7,050 20,937 10,330 Total Mats and Integrated Services revenues $ 56,524 $ 32,397 $ 106,438 $ 55,038 |
Basis of Presentation and Sig29
Basis of Presentation and Significant Accounting Policies - New Guidance (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Receivables, net | $ 252,154 | $ 257,425 | $ 265,866 |
Inventories | 189,571 | 170,819 | 165,336 |
Deferred tax liabilities | 36,158 | 35,386 | 31,580 |
Retained earnings | $ 134,589 | $ 116,611 | 123,375 |
ASU 2014-09 | Difference between revenue guidance in effect before and after Topic 606 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Receivables, net | (8,441) | ||
Inventories | 5,483 | ||
Deferred tax liabilities | (679) | ||
Retained earnings | (2,279) | ||
ASU 2016-16 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Receivables, net | 0 | ||
Inventories | 0 | ||
Deferred tax liabilities | 4,485 | ||
Retained earnings | $ (4,485) |
Business Combinations (Details)
Business Combinations (Details) - Well Service Group, Inc. and Utility Access Solutions, Inc. (WSG) - USD ($) $ in Thousands | Jun. 30, 2018 | Nov. 13, 2017 | Jun. 30, 2018 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 77,437 | $ 77,400 | ||
Cash conveyed | $ 44,750 | $ 249 | $ 45,000 | |
Business acquisition, common shares issuance (in shares) | 3,361,367 | |||
Equity issued at closing in 2017 | $ 32,438 | |||
Intangible assets acquired | $ 27,000 | |||
Finite-lived intangible assets acquired, weighted-average amortization period | 13 years | |||
Minimum | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets acquired, amortization period | 10 years | |||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets acquired, amortization period | 15 years |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Nov. 13, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Receivables | $ 252,154 | $ 252,154 | $ 252,154 | $ 257,425 | $ 265,866 | |
Inventories | 189,571 | 189,571 | 189,571 | $ 170,819 | 165,336 | |
Property, plant and equipment | 316,062 | 316,062 | 316,062 | 315,320 | ||
Total assets | 929,714 | 929,714 | 929,714 | 902,716 | ||
Current liabilities | 136,607 | 136,607 | 136,607 | 158,414 | ||
Total liabilities | 374,991 | 374,991 | 374,991 | 355,236 | ||
Goodwill | 44,020 | 44,020 | 44,020 | $ 43,620 | ||
Well Service Group, Inc. and Utility Access Solutions, Inc. (WSG) | ||||||
Business Acquisition [Line Items] | ||||||
Receivables | 14,527 | 14,527 | 14,527 | |||
Inventories | 3,207 | 3,207 | 3,207 | |||
Other current assets | 114 | 114 | 114 | |||
Property, plant and equipment | 16,002 | 16,002 | 16,002 | |||
Intangible assets | 26,970 | 26,970 | 26,970 | |||
Total assets | 60,820 | 60,820 | 60,820 | |||
Current liabilities | 7,133 | 7,133 | 7,133 | |||
Total liabilities | 7,133 | 7,133 | 7,133 | |||
Net assets purchased | 53,687 | 53,687 | 53,687 | |||
Goodwill | 23,750 | 23,750 | 23,750 | |||
Total purchase consideration | 77,437 | 77,437 | 77,437 | |||
Cash conveyed at closing in 2017 | $ 44,750 | $ 249 | $ 45,000 | |||
Equity issued at closing in 2017 | 32,438 | |||||
Total purchase consideration | $ 77,437 | $ 77,400 |
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, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income | $ 10,846 | $ 1,632 | $ 18,068 | $ 649 |
Basic - weighted average common shares outstanding (in shares) | 89,703 | 84,653 | 89,400 | 84,404 |
Dilutive effect of stock options and restricted stock awards (in shares) | 2,823 | 2,662 | 2,730 | 2,695 |
Weighted average common shares outstanding - diluted (in shares) | 93,791 | 87,315 | 92,766 | 87,099 |
Income per common share - basic (in dollars per share) | $ 0.12 | $ 0.02 | $ 0.20 | $ 0.01 |
Income per common share - diluted (in dollars per share) | $ 0.12 | $ 0.02 | $ 0.19 | $ 0.01 |
Stock options and restricted stock excluded from calculation of diluted earnings per share because anti-dilutive for the period (in shares) | 1,173 | 2,464 | 1,412 | 2,381 |
Convertible debt | Convertible Notes due 2017 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options and restricted stock excluded from calculation of diluted earnings per share because anti-dilutive for the period (in shares) | 0 | 7,569 | 0 | 7,569 |
Convertible debt | Convertible Notes due 2021 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive effect of Convertible Notes (in shares) | 1,265 | 0 | 636 | 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 2021 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 9.33 | $ 9.33 |
Stock-Based and Other Long Te33
Stock-Based and Other Long Term Incentive Compensation (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of payout of shares for each executive, minimum | 0.00% | |
Range of payout of shares for each executive, maximum | 150.00% | |
Time-based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ | $ 1.3 | |
Vesting period | 3 years | |
Performance-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ | $ 1.3 | |
The 2015 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 959,889 | 959,889 |
The 2015 Plan | Executive officer and key employees | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation arrangement with individual, shares issued | 917,901 | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 10.58 | |
The 2015 Plan | Non-employee director | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation arrangement with individual, shares issued | 85,578 | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 10.75 |
Receivables (Details)
Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Trade receivables: | |||
Gross trade receivables | $ 244,003 | $ 256,851 | |
Allowance for doubtful accounts | (9,460) | (9,457) | |
Net trade receivables | 234,543 | 247,394 | |
Income tax receivables | 7,261 | 6,905 | |
Other receivables | 10,350 | 11,567 | |
Total receivables, net | $ 252,154 | $ 257,425 | $ 265,866 |
Receivables (Details Textual)
Receivables (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | $ 10,350 | $ 11,567 | |
Receivables, net | 252,154 | $ 257,425 | 265,866 |
Foreign | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | $ 9,300 | 10,800 | |
ASU 2014-09 | Difference between revenue guidance in effect before and after Topic 606 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Receivables, net | $ (8,441) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | |||
Raw materials: | $ 146,454 | $ 124,441 | |
Total inventory | 189,571 | $ 170,819 | 165,336 |
Drilling fluids | |||
Inventory [Line Items] | |||
Raw materials: | 144,674 | 123,022 | |
Mats | |||
Inventory [Line Items] | |||
Raw materials: | 1,780 | 1,419 | |
Finished goods | 6,837 | 10,400 | |
Blended drilling fluids components | |||
Inventory [Line Items] | |||
Finished goods | $ 36,280 | 30,495 | |
Difference between revenue guidance in effect before and after Topic 606 | ASU 2014-09 | |||
Inventory [Line Items] | |||
Total inventory | $ 5,483 |
Financing Arrangements and Fa37
Financing Arrangements and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 217,484 | $ 183,118 |
Unamortized discount and debt issuance costs | (20,264) | (22,643) |
Long-term debt | 197,220 | 160,475 |
Long-term debt, current maturities, gross | (3,584) | (1,518) |
Unamortized discount and debt issuance costs, current | 0 | 0 |
Long-term debt, current maturities | (3,584) | (1,518) |
Long-term debt, excluding current maturities, gross | 213,900 | 181,600 |
Unamortized discount and debt issuance costs, noncurrent | (20,264) | (22,643) |
Long-term debt, excluding current maturities | 193,636 | 158,957 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 3,584 | 1,518 |
Long-term debt | 3,584 | 1,518 |
Senior notes | Convertible Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 100,000 | 100,000 |
Unamortized discount and debt issuance costs | (20,264) | (22,643) |
Long-term debt | 79,736 | 77,357 |
Revolving credit facility | ABL Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 113,900 | 81,600 |
Long-term debt | $ 113,900 | $ 81,600 |
Financing Arrangements and Fa38
Financing Arrangements and Fair Value of Financial Instruments (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
May 31, 2016USD ($) | Mar. 31, 2017trading_day | Jun. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Oct. 31, 2017USD ($) | Dec. 31, 2016USD ($) | May 12, 2016USD ($) | |
Conversion price percentage | 130.00% | ||||||
Business day period | 5 days | ||||||
Consecutive trading day period | 5 days | ||||||
Percent threshold last reported sale price | 98.00% | ||||||
Long-term debt, excluding current maturities | $ 193,636,000 | $ 158,957,000 | |||||
Current debt | 3,584,000 | 1,518,000 | |||||
Restricted cash and cash equivalents, current | 6,600,000 | ||||||
Foreign Operations | |||||||
Current debt | 500,000 | 1,000,000 | |||||
Restricted cash and cash equivalents, current | 2,200,000 | ||||||
Senior notes | |||||||
Debt instrument, convertible, threshold trading days | trading_day | 20 | ||||||
Debt instrument, convertible, threshold consecutive trading days | trading_day | 30 | ||||||
Debt conversion, principal amount as basis for conversion rate | $ 1,000 | ||||||
Debt conversion, converted shares for basis principal (shares) | shares | 107.1381 | ||||||
Interest rate, effective percentage | 11.30% | ||||||
Convertible Notes due 2021 | Senior notes | |||||||
Debt instrument, face amount | $ 100,000,000 | ||||||
Interest rate, stated percentage | 4.00% | ||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 9.33 | ||||||
Convertible debt, fair value | $ 137,300,000 | $ 127,300,000 | |||||
ABL Facility | Federal Funds Rate | |||||||
Base rate basis spread on variable rate | 0.50% | ||||||
ABL Facility | London Interbank Offered Rate (LIBOR) | |||||||
Base rate basis spread on variable rate | 1.00% | ||||||
Basis spread on variable rate | 2.00% | ||||||
ABL Facility | Base Rate | |||||||
Basis spread on variable rate | 1.00% | ||||||
ABL Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||||
Basis spread on variable rate | 1.75% | ||||||
ABL Facility | Minimum | Base Rate | |||||||
Basis spread on variable rate | 0.75% | ||||||
ABL Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||||
Basis spread on variable rate | 2.75% | ||||||
ABL Facility | Maximum | Base Rate | |||||||
Basis spread on variable rate | 1.75% | ||||||
ABL Facility | Revolving credit facility | |||||||
Maximum borrowing capacity | $ 225,000,000 | ||||||
Secured Debt | $ 113,900,000 | ||||||
Remaining borrowing capacity | $ 36,100,000 | ||||||
Fixed charge coverage ratio, amount | $ 25,000,000 | $ 22,500,000 | |||||
Debt, weighted average interest rate | 4.10% | ||||||
Unused capacity, commitment fee percentage | 0.375% | ||||||
Covenant terms acceleration of other indebtedness | $ 25,000,000 | ||||||
ABL Facility | Revolving credit facility | Minimum | |||||||
Unused capacity, commitment fee percentage | 0.25% | ||||||
ABL Facility | Revolving credit facility | Maximum | |||||||
Maximum borrowing capacity | $ 150,000,000 | $ 150,000,000 | |||||
Unused capacity, commitment fee percentage | 0.375% | ||||||
Credit Agreement | |||||||
Letters of credit outstanding, amount | $ 5,800,000 | ||||||
Credit Agreement | Foreign Operations | |||||||
Letters of credit outstanding, amount | 26,100,000 | ||||||
Convertible debt, debt component | |||||||
Debt issuance cost | 2,000,000 | ||||||
Long-term debt, excluding current maturities | 79,700,000 | ||||||
Unamortized debt discount | $ 18,200,000 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015MXN ($) | |
Income Tax Disclosure [Abstract] | ||||||||
Tax Cuts and Jobs Act of 2017, Transition tax liability and income tax expense | $ 6,900 | |||||||
Repatriation of foreign earnings | 7,000 | |||||||
Tax Cuts and Jobs Act of 2017, foreign tax credit | $ 5,500 | 5,500 | ||||||
Tax Cuts and Jobs Act of 2017, deferred income tax expense (benefit) | $ (17,400) | |||||||
Tax Cuts and Jobs Act of 2017, net tax benefit recognized | $ 3,400 | |||||||
Provision for income taxes | $ 4,148 | $ 2,361 | $ 7,239 | $ 3,480 | ||||
Effective income tax rate | 28.60% | 84.30% | ||||||
Provision for income taxes, share-based compensation awards | $ 800 | |||||||
Income tax benefit, release of U.S. tax reserves | $ 3,900 | |||||||
Foreign tax authority | Mexico Tax Authority | ||||||||
Income Tax Contingency [Line Items] | ||||||||
Income tax assessment | $ 3,300 | $ 60 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |||
Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | |
Ecoserv | Environmental services | ||||
Loss Contingencies [Line Items] | ||||
Escrow deposit | $ 8 | |||
Settled litigation | Ecoserv | Environmental services | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement, awarded from other party | $ 22 | |||
Litigation settlement, awarded from other party, net of tax | $ 17.4 | |||
Litigation settlement, awarded to other party | $ 14 | |||
Fire | Scenario, forecast | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Estimate of possible loss | $ 1 | |||
Fire | Scenario, forecast | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Estimate of possible loss | $ 2 |
Supplemental Disclosures to t41
Supplemental Disclosures to the Statements of Cash Flows - Supplemental Disclosures (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | ||
Income taxes (net of refunds) | $ 7,175 | $ (31,637) |
Interest | $ 4,245 | $ 4,043 |
Supplemental Disclosures to t42
Supplemental Disclosures to the Statements of Cash Flows - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 71,722 | $ 56,352 | ||
Restricted cash (included in other current assets) | 8,788 | 9,108 | ||
Cash, cash equivalents, and restricted cash | $ 80,510 | $ 65,460 | $ 105,337 | $ 95,299 |
Segment Data - Reportable Segme
Segment Data - Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue, Major Customer [Line Items] | ||||
Revenues | $ 236,262 | $ 183,020 | $ 463,555 | $ 341,711 |
Operating Income (Loss) | 19,143 | 7,968 | 32,981 | 11,714 |
Operating segments | Fluids systems | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 179,738 | 150,623 | 357,117 | 286,673 |
Operating Income (Loss) | 13,327 | 5,863 | 23,804 | 12,215 |
Operating segments | Mats and integrated services | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 56,524 | 32,397 | 106,438 | 55,038 |
Operating Income (Loss) | 14,853 | 11,419 | 26,939 | 17,821 |
Corporate, non-segment | Corporate office | ||||
Revenue, Major Customer [Line Items] | ||||
Operating Income (Loss) | $ (9,037) | $ (9,314) | $ (17,762) | $ (18,322) |
Segment Data - Disaggregated Re
Segment Data - Disaggregated Revenues, Geographic (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 236,262 | $ 183,020 | $ 463,555 | $ 341,711 |
Operating segments | Fluids systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 179,738 | 150,623 | 357,117 | 286,673 |
Operating segments | Fluids systems | Western Hemisphere | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 124,521 | 104,238 | 247,976 | 198,573 |
Operating segments | Fluids systems | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 115,618 | 95,640 | 231,159 | 180,915 |
Operating segments | Fluids systems | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 104,333 | 88,206 | 196,802 | 153,826 |
Operating segments | Fluids systems | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 11,285 | 7,434 | 34,357 | 27,089 |
Operating segments | Fluids systems | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 8,903 | 8,598 | 16,817 | 17,658 |
Operating segments | Fluids systems | Eastern Hemisphere | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 55,217 | 46,385 | 109,141 | 88,100 |
Operating segments | Fluids systems | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 49,546 | 44,788 | 100,981 | 85,296 |
Operating segments | Fluids systems | Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 5,671 | $ 1,597 | $ 8,160 | $ 2,804 |
Segment Data Segment Data - Dis
Segment Data Segment Data - Disaggregated Revenues, Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 236,262 | $ 183,020 | $ 463,555 | $ 341,711 |
Operating segments | Mats and integrated services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 56,524 | 32,397 | 106,438 | 55,038 |
Operating segments | Mats and integrated services | Service revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24,447 | 7,625 | 45,751 | 14,346 |
Operating segments | Mats and integrated services | Rental revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 20,938 | 17,722 | 39,750 | 30,362 |
Operating segments | Mats and integrated services | Product sales revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 11,139 | $ 7,050 | $ 20,937 | $ 10,330 |