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Segment Information | 9 Months Ended
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Sep. 30, 2019
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. 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 Technologies 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 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 proprietary 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. Revenue 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 revenue is immaterial. The following tables presents our revenue disaggregated by geography, based on the location where our services were provided and products sold (in thousands):
| Three Months Ended September 30, 2019
| Tubular Running Services |  | Tubulars |  | Cementing Equipment |  | Consolidated
United States | $ | 34,903 |  |  | $ | 10,148 |  |  | $ | 20,044 |  |  | $ | 65,095 |
International | 67,374 |  |  | 2,371 |  |  | 5,577 |  |  | 75,322 |
Total Revenue | $ | 102,277 |  |  | $ | 12,519 |  |  | $ | 25,621 |  |  | $ | 140,417 |
| Three Months Ended September 30, 2018
| Tubular Running Services |  | Tubulars |  | Cementing Equipment |  | Consolidated
United States | $ | 36,817 |  |  | $ | 14,310 |  |  | $ | 19,096 |  |  | $ | 70,223 |
International | 52,972 |  |  | 955 |  |  | 4,836 |  |  | 58,763 |
Total Revenue | $ | 89,789 |  |  | $ | 15,265 |  |  | $ | 23,932 |  |  | $ | 128,986 |
| Nine Months Ended September 30, 2019
| Tubular Running Services |  | Tubulars |  | Cementing Equipment |  | Consolidated
United States | $ | 114,466 |  |  | $ | 45,163 |  |  | $ | 62,963 |  |  | $ | 222,592 |
International | 192,505 |  |  | 8,347 |  |  | 17,035 |  |  | 217,887 |
Total Revenue | $ | 306,971 |  |  | $ | 53,510 |  |  | $ | 79,998 |  |  | $ | 440,479 |
| Nine Months Ended September 30, 2018
| Tubular Running Services |  | Tubulars |  | Cementing Equipment |  | Consolidated
United States | $ | 101,117 |  |  | $ | 46,857 |  |  | $ | 54,568 |  |  | $ | 202,542 |
International | 159,064 |  |  | 3,134 |  |  | 11,900 |  |  | 174,098 |
Total Revenue | $ | 260,181 |  |  | $ | 49,991 |  |  | $ | 66,468 |  |  | $ | 376,640 |
Revenue by geographic area were as follows (in thousands):
| Three Months Ended |  | Nine Months Ended
| September 30, |  | September 30,
| 2019 |  | 2018 |  | 2019 |  | 2018
United States | $ | 65,095 |  |  | $ | 70,223 |  |  | $ | 222,592 |  |  | $ | 202,542 |
Europe/Middle East/Africa | 41,071 |  |  | 30,064 |  |  | 116,126 |  |  | 91,154 |
Latin America | 19,181 |  |  | 11,984 |  |  | 56,520 |  |  | 32,441 |
Asia Pacific | 9,727 |  |  | 8,934 |  |  | 27,753 |  |  | 26,200 |
Other countries | 5,343 |  |  | 7,781 |  |  | 17,488 |  |  | 24,303 |
Total Revenue | $ | 140,417 |  |  | $ | 128,986 |  |  | $ | 440,479 |  |  | $ | 376,640 |
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 |  | Nine Months Ended
| September 30, |  | September 30,
| 2019 |  | 2018 |  | 2019 |  | 2018
Segment Adjusted EBITDA: |  |  |  |  |  |  |
Tubular Running Services | $ | 23,884 |  |  | $ | 17,070 |  |  | $ | 67,019 |  |  | $ | 40,876 |
Tubulars | 456 |  |  | 1,541 |  |  | 8,502 |  |  | 8,461 |
Cementing Equipment | 3,031 |  |  | 1,972 |  |  | 9,854 |  |  | 7,074 |
Corporate (1) | (11,350 | ) |  | (8,967 | ) |  | (42,533 | ) |  | (36,001 | )
| 16,021 |  |  | 11,616 |  |  | 42,842 |  |  | 20,410 |
Interest income, net | 563 |  |  | 866 |  |  | 1,757 |  |  | 2,419 |
Depreciation and amortization | (21,482 | ) |  | (26,998 | ) |  | (70,637 | ) |  | (84,160 | )
Income tax (expense) benefit | (7,297 | ) |  | 7,461 |  |  | (20,370 | ) |  | 1,901 |
Gain (loss) on disposal of assets | (603 | ) |  | 2,242 |  |  | (984 | ) |  | 1,790 |
Foreign currency loss | (3,872 | ) |  | (879 | ) |  | (4,050 | ) |  | (3,442 | )
TRA related adjustments | — |  |  | (1,170 | ) |  | 220 |  |  | (5,282 | )
Charges and credits (2) | (7,119 | ) |  | (137 | ) |  | (16,014 | ) |  | (8,471 | )
Net loss | $ | (23,789 | ) |  | $ | (6,999 | ) |  | $ | (67,236 | ) |  | $ | (74,835 | )
(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 September 30, 2019 and 2018: $2,647 and $3,008, respectively, and for the nine months ended September 30, 2019 and 2018: $8,238 and $8,176, respectively), Mergers and acquisition expense (for the three months ended September 30, 2019 and 2018: none and none, respectively, and for the nine months ended September 30, 2019 and 2018: none and $58, respectively), Severance and other (charges) credits, net (for the three months ended September 30, 2019 and 2018: $(5,222) and $4,852, respectively, and for the nine months ended September 30, 2019 and 2018: $(6,492) and $2,483, respectively), Unrealized and realized gains (for the three months ended September 30, 2019 and 2018: $1,382 and $360, respectively, and for the nine months ended September 30, 2019 and 2018: $2,073 and $1,521, respectively) and Investigation-related matters (for the three months ended September 30, 2019 and 2018: $632 and $2,341, respectively, and for the nine months ended September 30, 2019 and 2018: $3,357 and $4,241, 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 September 30, 2019 |  |  |  |  |  |  |  |  |
Revenue from external customers | $ | 102,277 |  |  | $ | 12,519 |  |  | $ | 25,621 |  |  | $ | — |  |  | $ | 140,417 |
Operating income (loss) | 8,253 |  |  | (377 | ) |  | (1,610 | ) |  | (21,069 | ) |  | (14,803 | )
Adjusted EBITDA | 23,884 |  |  | 456 |  |  | 3,031 |  |  | (11,350 | ) |  | *
Three Months Ended September 30, 2018 |  |  |  |  |  |  |  |  |
Revenue from external customers | $ | 89,789 |  |  | $ | 15,265 |  |  | $ | 23,932 |  |  | $ | — |  |  | $ | 128,986 |
Operating income (loss) | 4,099 |  |  | 46 |  |  | (2,226 | ) |  | (15,510 | ) |  | (13,591 | )
Adjusted EBITDA | 17,070 |  |  | 1,541 |  |  | 1,972 |  |  | (8,967 | ) |  | *
Nine Months Ended September 30, 2019 |  |  |  |  |  |  |  |  |
Revenue from external customers | $ | 306,971 |  |  | $ | 53,510 |  |  | $ | 79,998 |  |  | $ | — |  |  | $ | 440,479 |
Operating income (loss) | 17,094 |  |  | 5,906 |  |  | (4,744 | ) |  | (65,867 | ) |  | (47,611 | )
Adjusted EBITDA | 67,019 |  |  | 8,502 |  |  | 9,854 |  |  | (42,533 | ) |  | *
Nine Months Ended September 30, 2018 |  |  |  |  |  |  |  |  |
Revenue from external customers | $ | 260,181 |  |  | $ | 49,991 |  |  | $ | 66,468 |  |  | $ | — |  |  | $ | 376,640 |
Operating income (loss) | (16,409 | ) |  | 5,702 |  |  | (5,981 | ) |  | (55,592 | ) |  | (72,280 | )
Adjusted EBITDA | 40,876 |  |  | 8,461 |  |  | 7,074 |  |  | (36,001 | ) |  | *
* Non-GAAP financial measure not disclosed.

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- Definition The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -URI http://asc.fasb.org/topic&trid=2134510 + Details
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