Segment Information

Reporting Segments

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. We are comprised of four reportable segments: International Services, U.S. Services, Tubular Sales and Blackhawk.

The International Services segment provides tubular services in international offshore markets and in several onshore international regions. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies, and other oilfield services companies.

The U.S. Services segment provides tubular services in the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, Niobrara Shale and Utica Shale, as well as in the U.S. Gulf of Mexico.

The Tubular Sales segment designs, manufactures and distributes large outside diameter ("OD") pipe, connectors and casing attachments and sells large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments.

The Blackhawk segment provides well construction and well intervention services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations. Blackhawk’s customer base consists primarily of major and independent oil and gas companies as well as other oilfield services companies.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on disposal of assets, foreign currency gain or loss, equity-based compensation, unrealized and realized gain or loss, the effects of the TRA, other non-cash adjustments and other charges or credits. We review Adjusted EBITDA on both a consolidated basis and on a segment basis. We use Adjusted EBITDA to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), income tax, foreign currency exchange rates and other charges and credits. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP.

Our CODM uses Adjusted EBITDA as the primary measure of segment reporting performance.

The following table presents a reconciliation of Segment Adjusted EBITDA to net income (loss) (in thousands):



	Year Ended December 31,
	2017			2016			2015
Segment Adjusted EBITDA:
International Services	$	30,801		$	33,264		$	182,475
U.S. Services ⁽¹⁾	(39,357		)	(11,012		)	95,612
Tubular Sales	3,181			1,741			40,999
Blackhawk	11,090			1,038			—
Total	5,715			25,031			319,086
Interest income, net	2,309			2,073			341
Income tax (expense) benefit	(72,918		)	25,643			(37,319		)
Depreciation and amortization	(122,102		)	(114,215		)	(108,962		)
Gain (loss) on disposal of assets	2,045			(1,117		)	1,038
Foreign currency gain (loss)	2,075			(10,819		)	(6,358		)
Derecognition of the TRA liability ⁽²⁾	122,515			—			—
Charges and credits ⁽³⁾	(99,096		)	(82,675		)	(61,716		)
Net income (loss)	$	(159,457	)	$	(156,079	)	$	106,110


(1)	Amounts previously reported as Corporate and other of $478 and $96 for 2016 and 2015, respectively, have been reclassified to U.S. Services to conform to the current presentation.


(2)	Please see Note 13 - Related Party Transactions for further discussion.

(3)

Comprised of Equity-based compensation expense (2017: $13,862; 2016: $15,978; 2015: $26,318), Mergers and acquisition expense (2017: $459; 2016: $13,784; 2015: none), Severance and other charges (2017: $75,354; 2016: $46,406; 2015: $35,484), Changes in value of contingent consideration (2017: none; 2016: none; 2015: $(1,532)), Unrealized and realized losses (2017: $2,791; 2016: $110; 2015: none), Investigation-related matters (2017: $6,143; 2016: $6,397; 2015: $1,446) and Other adjustments (2017: $487; 2016: none; 2015: none).

The following table sets forth certain financial information with respect to our reportable segments. Included in “Corporate and Other” are intersegment eliminations (in thousands):



	International Services			U.S. Services			Tubular Sales			Blackhawk			Eliminations			Total

Year Ended December 31, 2017
Revenue from external customers	$	206,746		$	118,815		$	58,210		$	71,024		$	—		$	454,795
Inter-segment revenues	23			17,071			14,132			129			(31,355		)	—
Operating income (loss)	(44,199		)	(101,602		)	(51,397		)	(17,544		)	—			(214,742		)
Adjusted EBITDA	30,801			(39,357		)	3,181			11,090			—			*
Depreciation and amortization	54,873			38,151			3,697			25,381			—			122,102
Property, plant and equipment	197,305			173,501			66,153			32,687			—			469,646
Capital expenditures	7,042			9,618			268			4,977			—			21,905

Year Ended December 31, 2016
Revenue from external customers	$	237,207		$	152,827		$	87,515		$	9,982		$	—		$	487,531
Inter-segment revenues	68			19,590			19,456			—			(39,114		)	—
Operating income (loss)	(41,668		)	(116,603		)	(2,884		)	(2,207		)	—			(163,362		)
Adjusted EBITDA ⁽¹⁾	33,264			(11,012		)	1,741			1,038			—			*
Depreciation and amortization	59,435			47,438			4,087			3,255			—			114,215
Property, plant and equipment	247,913			201,772			73,316			44,023			—			567,024
Capital expenditures	23,461			18,112			540			14			—			42,127

Year Ended December 31, 2015
Revenue from external customers	$	442,107		$	326,437		$	206,056		$	—		$	—		$	974,600
Inter-segment revenues	754			25,844			35,927			—			(62,525		)	—
Operating income (loss)	118,235			(10,783		)	36,203			—			—			143,655
Adjusted EBITDA ⁽¹⁾	182,475			95,612			40,999			—			—			*
Depreciation and amortization	58,163			46,548			4,251			—			—			108,962
Property, plant and equipment	288,089			248,153			88,717			—			—			624,959
Capital expenditures	42,772			28,881			28,070			—			—			99,723


(1)	Amounts previously reported as Corporate and other of $478 and $96 for 2016 and 2015, respectively, have been reclassified to U.S. Services to conform to the current presentation.

* Non-GAAP financial measure not disclosed.

The CODM does not review total assets by segment as part of the financial information provided; therefore, no asset information is provided in the above table.

We are a Netherlands based company and we derive our revenue from services and product sales to clients primarily in the oil and gas industry. For the years ended December 31, 2017 and 2016, one customer accounted for 10% and 13% of our revenues, respectively. In both years, all four of our segments generated revenue from this customer. No single customer accounted for more than 10% of our revenue for the year ended December 31, 2015.

Geographic Areas



	Year Ended December 31,
	2017		2016		2015
Revenue:
United States	$	244,684	$	247,864	$	530,133
Europe/Middle East/Africa	138,304		160,651		314,173
Latin America	33,131		35,390		56,515
Asia Pacific	20,573		30,325		55,995
Other countries	18,103		13,301		17,784
	$	454,795	$	487,531	$	974,600

The revenue generated in the Netherlands was immaterial for the years ended December 31, 2017, 2016 and 2015. Other than the United States, no individual country represented more than 10% of our revenue for the years ended December 31, 2017 and December 31, 2016. For the year ended December 31, 2015, the United States as well as the United Arab Emirates, which had revenues of $140.4 million, represented more than 10% of our revenue. Revenue is based on the location where services are provided and products are sold.



	December 31,
	2017		2016
Long-Lived Assets (PP&E)
United States	$	272,342	$	319,111
International	197,304		247,913
	$	469,646	$	567,024

Based on the unique nature of our operating structure, revenue generating assets are interchangeable between two categories: (i) offshore and (ii) onshore. In addition, some onshore assets can only be used in the U.S. based upon certification. Long-lived assets in the Netherlands were insignificant in each of the years presented.