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Acquisition and Divestitures | 12 Months Ended
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Dec. 31, 2017
Business Combinations [Abstract] |
Acquisition and Divestitures | Acquisition and Divestitures Blackhawk Acquisition On November 1, 2016, we completed a transaction to acquire all outstanding shares in Blackhawk, the ultimate parent company of Blackhawk Specialty Tools LLC, pursuant to the terms of a definitive merger agreement ("Merger Agreement") dated October 6, 2016. Blackhawk is a leading provider of well construction and well intervention services and products. In conjunction with the acquisition, FI Tools Holdings, LLC, our newly formed subsidiary, merged with and into Blackhawk with Blackhawk, surviving the Merger as our wholly-owned subsidiary. The merger consideration was comprised of a combination of $150.4 million of cash on hand and 12.8 million shares of our common stock ("Common Stock"), on a cash-free, debt-free basis, for total consideration of $294.6 million (based on our closing share price on October 31, 2016 of $11.25 and including working capital adjustments). Accordingly, the results of Blackhawk's operations from November 1, 2016 are included in our consolidated financial statements. For the year ended December 31, 2016, Blackhawk contributed revenue of $10.0 million and operating losses of $7.4 million. In accordance with accounting guidance for business combinations, the unaudited pro forma financial information presented below assumes the acquisition was completed January 1, 2015, the first day of the fiscal year 2015. This unaudited pro forma financial information does not necessarily represent what would have occurred if the transaction had taken place on the date presented and should not be taken as representative of our future consolidated results of operations. The unaudited pro forma financial information includes adjustments for amortization expense for identified intangible assets and depreciation expense based on the fair value and estimated lives of acquired property, plant and equipment. In addition, acquisition related costs are excluded from the unaudited pro forma financial information. The following table shows our unaudited financial information for the years ended December 31, 2016 and 2015, respectively (in thousands, except per share amounts):
|  | Pro Forma (Unaudited)
|  | Year Ended December 31,
|  | 2016 |  | 2015
Revenue |  | $ | 544,798 |  |  | $ | 1,109,559 |
Net income (loss) applicable to common shares |  | $ | (161,527 | ) |  | $ | 68,215 |
Income (loss) per common share: |  |  |  |
Basic |  | $ | (0.86 | ) |  | $ | 0.41 |
Diluted |  | $ | (0.86 | ) |  | $ | 0.42 |
The Blackhawk acquisition was accounted for as a business combination. As described in Note 10 - Fair Value Measurements, the purchase price was allocated to the fair value of assets acquired and liabilities assumed based on a discounted cash flow model and goodwill was recognized for the excess consideration transferred over the fair value of the net assets. The following table summarizes the preliminary and final purchase price allocations of the fair values of the assets acquired and liabilities assumed as part of the Blackhawk acquisition as of November 1, 2016 as determined in accordance with business combination accounting guidance (in thousands):
|  | Preliminary purchase price allocation |  | Measurement period adjustments |  | Final purchase price allocation
Current assets, excluding cash |  | $ | 23,626 |  |  | $ | — |  |  | $ | 23,626 |
Property, plant and equipment |  | 45,091 |  |  | 55 |  |  | 45,146 |
Other long-term assets |  | 3,139 |  |  | — |  |  | 3,139 |
Intangible assets |  | 41,972 |  |  | 153 |  |  | 42,125 |
Assets acquired |  | $ | 113,828 |  |  | $ | 208 |  |  | $ | 114,036 |
Current liabilities assumed |  | 11,132 |  |  | 185 |  |  | 11,317 |
Other long-term liabilities |  | 542 |  |  | — |  |  | 542 |
Liabilities assumed |  | $ | 11,674 |  |  | $ | 185 |  |  | $ | 11,859 |
Fair value of net assets acquired |  | 102,154 |  |  | 23 |  |  | 102,177 |
Total consideration transferred |  | 294,563 |  |  | — |  |  | 294,563 |
Goodwill |  | $ | 192,409 |  |  | $ | (23 | ) |  | $ | 192,386 |
The amount allocated to intangible assets was attributed to the following categories (in thousands):
|  | December 31, 2016 |  |  | Estimated Useful Lives in Years
Intellectual property |  | $ | 9,741 |  |  | 1-10
Customer relationships |  | 24,024 |  |  | 5
Trade name |  | 8,207 |  |  | 3
|  | $ | 41,972 |  |  |
These intangible assets are amortized on a straight-line basis, which is presented in depreciation and amortization in our consolidated statements of operations. The intention of this transaction was to augment our tubular services business by providing us the opportunity to diversify our offerings and emerge as a leader in a new business line and a significantly larger addressable market. In addition to what we believe is a line of well-regarded, market leading, technically differentiated specialty cementation tools, Blackhawk also provides well intervention products through its line of brute packers and related products, and is continuing its development of products for onshore and offshore applications. In conjunction with the merger, we created a fourth segment, Blackhawk, and recorded goodwill of $192.4 million in that segment. Divestitures In March 2017, we sold a fully depreciated aircraft for a total sales price of $1.3 million and recorded a gain on sale of $1.3 million. In August 2017, we sold an additional aircraft for a net sales price of $4.9 million and recorded an immaterial loss. In September 2017, we sold a building in the Middle East for a net sales price of $2.7 million and recorded a gain on sale of $0.6 million. In December 2017, we sold a building in Canada for a total sales price of $2.4 million and recorded a gain on sale of $0.3 million. We also sold our third and last aircraft for a total sales price of $0.7 million to a related party and recorded a gain on sale of $0.7 million. See Note 13 - Related Party Transactions for additional information.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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