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. During 2018, changes to the Company’s organizational structure were internally announced. These changes allow each segment to operate as an “independent” business in order to drive accountability and streamline decision-making, while leveraging the advantages of our global infrastructure. During the first quarter of 2019, the Company’s CODM changed the information he regularly reviews to allocate resources and assess performance and we accordingly realigned our reporting segments into three reportable segments: Tubular Running Services (“TRS”) segment, Tubulars segment and Cementing Equipment (“CE”) segment. The TRS segment represents the prior International Services and U.S. Services segments, as well as the costs associated with manufacturing the TRS equipment. Corporate costs that were previously included in the International Services and U.S. Services segments are now included in a separate Corporate component. The Tubulars segment represents the prior Tubular Sales segment and the drilling tools business which was previously included within the International Services and U.S. Services segments, less costs associated with TRS equipment manufacturing. The CE segment is comprised of the prior Blackhawk segment. In addition, regional support costs that were previously included in the International Services and U.S. Services segments are now allocated amongst the three current segments, generally based on revenue or headcount. We have revised our segment reporting to reflect our current management approach and recast prior periods to conform to the current segment presentation.

The TRS segment provides tubular running services globally. Internationally, the TRS segment operates in the majority of the offshore oil and gas markets and also in several onshore regions with operations in approximately 50 countries on six continents. In the U.S., the TRS segment provides services in the active onshore oil and gas drilling regions, including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale and Utica Shale, and in the U.S. Gulf of Mexico. Our customers in these markets are primarily large exploration and production companies, including international oil and gas companies, national oil and gas companies, major independents and other oilfield service companies.

The Tubulars segment designs, manufactures and distributes connectors and casing attachments for large outside diameter (“OD”) heavy wall pipe. Additionally, the Tubulars segment sells large OD pipe originally manufactured by various pipe mills, as plain end or fully fabricated with propriety welded or thread-direct connector solutions and provides specialized fabrication and welding services in support of offshore deepwater projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubular assemblies up to 400 feet in length. The Tubulars segment also specializes in the development, manufacture and supply of proprietary drilling tool solutions that focus on improving drilling productivity through eliminating or mitigating traditional drilling operational risks.

The CE segment provides specialty equipment to enhance the safety and efficiency of rig operations. It provides specialized equipment, services and products utilized in the construction of the wellbore in both onshore and offshore environments. The product portfolio includes casing accessories that serve to improve the installation of casing, centralization and wellbore zonal isolation, as well as enhance cementing operations through advance wiper plug and float equipment technology. The CE segment also provides services and products utilized in the construction, completion or abandonment of the wellbore. These solutions are primarily used to isolate portions of the wellbore through the setting of barriers downhole to allow for rig evacuation in case of inclement weather, maintenance work on other rig equipment, squeeze cementing, pressure testing within the wellbore, hydraulic fracturing and temporary and permanent abandonments. These offerings improve operational efficiencies and limit non-productive time if unscheduled events are encountered at the wellsite.

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. Intersegment revenues are immaterial.

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 March 31, 2019
	Tubular Running Services		Tubulars		Cementing Equipment		Consolidated
United States	$	38,155	$	16,628	$	21,578	$	76,361
International	59,924		2,029		6,094		68,047
Total Revenues	$	98,079	$	18,657	$	27,672	$	144,408



	Three Months Ended March 31, 2018
	Tubular Running Services		Tubulars		Cementing Equipment		Consolidated
United States	$	30,930	$	16,782	$	17,054	$	64,766
International	47,944		904		1,955		50,803
Total Revenues	$	78,874	$	17,686	$	19,009	$	115,569

Revenues by geographic area were as follows (in thousands):



	Three Months Ended
	March 31,
	2019		2018
United States	$	76,361	$	64,766
Europe/Middle East/Africa	36,400		28,546
Latin America	17,444		7,473
Asia Pacific	7,949		7,694
Other countries	6,254		7,090
Total Revenues	$	144,408	$	115,569

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 loss (in thousands):



	Three Months Ended
	March 31,
	2019			2018
Segment Adjusted EBITDA:
Tubular Running Services	$	17,735		$	4,946
Tubulars	4,112			3,593
Cementing Equipment	3,794			951
Corporate ⁽¹⁾	(15,983		)	(11,649		)
	9,658			(2,159		)
Interest income, net	768			944
Depreciation and amortization	(25,242		)	(28,300		)
Income tax expense	(9,773		)	(6,375		)
Loss on disposal of assets	(227		)	(235		)
Foreign currency gain	483			1,704
TRA related adjustments	—			(2,941		)
Charges and credits ⁽²⁾	(3,954		)	(4,711		)
Net loss	$	(28,287	)	$	(42,073	)


⁽¹⁾	Includes certain expenses not attributable to a particular segment, such as costs related to support functions and corporate executives.

⁽²⁾

Comprised of Equity-based compensation expense (for the three months ended March 31, 2019 and 2018: $2,574 and $2,280, respectively), Mergers and acquisition expense (for the three months ended March 31, 2019 and 2018: none and $58, respectively), Severance and other charges, net (for the three months ended March 31, 2019 and 2018: $455 and $1,254, respectively), Unrealized and realized gains (losses) (for the three months ended March 31, 2019 and 2018: $308 and $(400), respectively) and Investigation-related matters (for the three months ended March 31, 2019 and 2018: $1,233 and $719, respectively).

The following tables set forth certain financial information with respect to our reportable segments (in thousands):



	Tubular Running Services			Tubulars		Cementing Equipment			Corporate			Total
Three Months Ended March 31, 2019
Revenue from external customers	$	98,079		$	18,657	$	27,672		$	—		$	144,408
Operating income (loss)	141			3,194		(824		)	(22,805		)	(20,294		)
Adjusted EBITDA	17,735			4,112		3,794			(15,983		)	*

Three Months Ended March 31, 2018
Revenue from external customers	$	78,874		$	17,686	$	19,009		$	—		$	115,569
Operating income (loss)	(16,893		)	3,003		(3,483		)	(17,534		)	(34,907		)
Adjusted EBITDA	4,946			3,593		951			(11,649		)	*

* Non-GAAP financial measure not disclosed.