XML 38 R23.htm IDEA: XBRL DOCUMENT v3.10.0.1
Segment Information
9 Months Ended
Sep. 30, 2018
Segment Reporting [Abstract]  
Segment Information
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 Company's 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/Utica Shale, Niobrara Shale, Woodford Shale, Green River Basin and Uintah Basin, 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.

Revenues

We disaggregate our revenue from contracts with customers by geography for each of our segments, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The following tables presents our revenues disaggregated by geography based on the location where our services were provided and products sold (in thousands):
 
Three Months Ended September 30, 2018
 
International Services
 
U.S. Services
 
Tubular Sales
 
Blackhawk
 
Consolidated
United States
$

 
$
38,292

 
$
12,835

 
$
19,096

 
$
70,223

International
53,891

 

 
36

 
4,836

 
58,763

Total Revenues
$
53,891

 
$
38,292

 
$
12,871

 
$
23,932

 
$
128,986

 
Three Months Ended September 30, 2017
 
International Services
 
U.S. Services
 
Tubular Sales
 
Blackhawk
 
Consolidated
United States
$

 
$
29,065

 
$
7,209

 
$
17,432

 
$
53,706

International
53,742

 

 
492

 
143

 
54,377

Total Revenues
$
53,742

 
$
29,065

 
$
7,701

 
$
17,575

 
$
108,083

 
Nine Months Ended September 30, 2018
 
International Services
 
U.S. Services
 
Tubular Sales
 
Blackhawk
 
Consolidated
United States
$

 
$
106,035

 
$
41,939

 
$
54,568

 
$
202,542

International
161,985

 

 
213

 
11,900

 
174,098

Total Revenues
$
161,985

 
$
106,035

 
$
42,152

 
$
66,468

 
$
376,640

 
Nine Months Ended September 30, 2017
 
International Services
 
U.S. Services
 
Tubular Sales
 
Blackhawk
 
Consolidated
United States
$

 
$
89,936

 
$
39,543

 
$
51,374

 
$
180,853

International
153,851

 

 
1,244

 
525

 
155,620

Total Revenues
$
153,851

 
$
89,936

 
$
40,787

 
$
51,899

 
$
336,473


Revenue by geographic area was as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
United States
$
70,223

 
$
53,706

 
$
202,542

 
$
180,853

Europe/Middle East/Africa
31,972

 
37,381

 
96,665

 
102,586

Latin America
11,984

 
6,897

 
32,441

 
25,957

Asia Pacific
7,026

 
5,302

 
20,689

 
14,791

Other countries
7,781

 
4,797

 
24,303

 
12,286

Total Revenues
$
128,986

 
$
108,083

 
$
376,640

 
$
336,473



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. 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):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Segment Adjusted EBITDA:
 
 
 
 
 
 
 
International Services
$
7,848

 
$
11,151

 
$
23,894

 
$
25,459

U.S. Services (1)
(846
)
 
(11,322
)
 
(16,526
)
 
(27,775
)
Tubular Sales
286

 
(1,333
)
 
2,644

 
1,736

Blackhawk
4,328

 
3,477

 
10,398

 
7,653

 
11,616

 
1,973

 
20,410

 
7,073

Interest income, net
866

 
1,019

 
2,419

 
2,170

Depreciation and amortization
(26,998
)
 
(30,650
)
 
(84,160
)
 
(92,700
)
Income tax (expense) benefit
7,461

 
(87,613
)
 
1,901

 
(72,419
)
Gain on disposal of assets
2,242

 
829

 
1,790

 
2,091

Foreign currency gain (loss)
(879
)
 
1,839

 
(3,442
)
 
3,184

TRA related adjustments
(1,170
)
 
122,515

 
(5,282
)
 
122,515

Charges and credits (2)
(137
)
 
(7,616
)
 
(8,471
)
 
(22,231
)
Net income (loss)
$
(6,999
)
 
$
2,296

 
$
(74,835
)
 
$
(50,317
)

 
 
(1) 
Includes all corporate general and administrative expenses.
(2) 
Comprised of Equity-based compensation expense (for the three months ended September 30, 2018 and 2017: $3,008 and $2,342, respectively, and for the nine months ended September 30, 2018 and 2017: $8,176 and $11,458, respectively), Mergers and acquisition expense (for the three months ended September 30, 2018 and 2017: none and none, respectively, and for the nine months ended September 30, 2018 and 2017: $58 and $459, respectively), Severance and other (charges) credits, net (for the three months ended September 30, 2018 and 2017: $4,852 and $(1,648), respectively, and for the nine months ended September 30, 2018 and 2017: $2,483 and $(2,386), respectively), Unrealized and realized gains (losses) (for the three months ended September 30, 2018 and 2017: $360 and $(1,123), respectively, and for the nine months ended September 30, 2018 and 2017: $1,521 and $(2,819), respectively) and Investigation-related matters (for the three months ended September 30, 2018 and 2017: $2,341 and $2,503, respectively, and for the nine months ended September 30, 2018 and 2017: $4,241 and $5,109, respectively).

The following tables set forth certain financial information with respect to our reportable segments (in thousands):
 
International
Services
 
U.S.
Services
 
Tubular Sales
 
Blackhawk
 
Eliminations
 
Total
Three Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Revenue from external customers
$
53,891

 
$
38,292

 
$
12,871

 
$
23,932

 
$

 
$
128,986

Inter-segment revenue
(44
)
 
4,694

 
92

 
2,036

 
(6,778
)
 

Operating income (loss)
1,423

 
(14,482
)
 
(493
)
 
(39
)
 

 
(13,591
)
Adjusted EBITDA
7,848

 
(846
)
 
286

 
4,328

 

 
*
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Revenue from external customers
$
53,742

 
$
29,065

 
$
7,701

 
$
17,575

 
$

 
$
108,083

Inter-segment revenue
3

 
4,062

 
3,111

 
33

 
(7,209
)
 

Operating loss
(2,647
)
 
(25,453
)
 
(3,967
)
 
(3,013
)
 

 
(35,080
)
Adjusted EBITDA
11,151

 
(11,322
)
 
(1,333
)
 
3,477

 

 
*
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Revenue from external customers
$
161,985

 
$
106,035

 
$
42,152

 
$
66,468

 
$

 
$
376,640

Inter-segment revenue
(123
)
 
13,549

 
285

 
2,590

 
(16,301
)
 

Operating loss
(12,350
)
 
(56,382
)
 
(57
)
 
(3,491
)
 

 
(72,280
)
Adjusted EBITDA
23,894

 
(16,526
)
 
2,644

 
10,398

 

 
*
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Revenue from external customers
$
153,851

 
$
89,936

 
$
40,787

 
$
51,899

 
$

 
$
336,473

Inter-segment revenue
18

 
12,890

 
10,350

 
105

 
(23,363
)
 

Operating loss
(19,140
)
 
(73,092
)
 
(782
)
 
(12,642
)
 

 
(105,656
)
Adjusted EBITDA
25,459

 
(27,775
)
 
1,736

 
7,653

 

 
*

 
 
* Non-GAAP financial measure not disclosed.