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The
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Netherlands
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98-1107145
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification number)
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Mastenmakersweg 1
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1786 PB
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Den Helder
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The
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Netherlands
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Not Applicable
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, €0.01 par value
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FI
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New York Stock Exchange
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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FRANK’S INTERNATIONAL N.V.
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FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2019
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TABLE OF CONTENTS
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Page
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PART I
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||
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Item 1.
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||
Item 1A.
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||
Item 1B.
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||
Item 2.
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Item 3.
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Item 4.
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||
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PART II
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Item 5.
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Item 6.
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Item 7.
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||
Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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||
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PART III
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Item 10.
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||
Item 11.
|
||
Item 12.
|
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Item 13.
|
||
Item 14.
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||
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PART IV
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||
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Item 15.
|
||
Item 16.
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100
|
|
|
|
|
|
|
|
•
|
our business strategy and prospects for growth;
|
•
|
our cash flows and liquidity;
|
•
|
our financial strategy, budget, projections and operating results;
|
•
|
the amount, nature and timing of capital expenditures;
|
•
|
the availability and terms of capital;
|
•
|
competition and government regulations; and
|
•
|
general economic conditions.
|
•
|
the level of activity in the oil and gas industry;
|
•
|
further or sustained declines in oil and gas prices, including those resulting from weak global demand or new or additional sources of supply;
|
•
|
the timing, magnitude, probability and/or sustainability of any oil and gas price recovery;
|
•
|
unique risks associated with our offshore operations;
|
•
|
political, economic and regulatory uncertainties in our international operations;
|
•
|
our ability to develop new technologies and products;
|
•
|
our ability to protect our intellectual property rights;
|
•
|
our ability to employ and retain skilled and qualified workers;
|
•
|
the level of competition in our industry;
|
•
|
technology and product innovation by competitors or customers;
|
•
|
operational safety laws and regulations;
|
•
|
laws and regulations related to the conduct of business in non-U.S. countries, including with respect to sanctioned countries and compliance with the U.S. Foreign Corrupt Practices Act;
|
•
|
weather conditions and natural disasters; and
|
•
|
policy changes in the United States.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||
|
Revenue
|
|
Percent
|
|
Revenue
|
|
Percent
|
|
Revenue
|
|
Percent
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tubular Running Services
|
$
|
400,327
|
|
|
69.0%
|
|
$
|
361,045
|
|
|
69.1
|
%
|
|
$
|
320,378
|
|
|
70.5
|
%
|
Tubulars
|
74,687
|
|
|
12.9%
|
|
72,303
|
|
|
13.8
|
%
|
|
63,393
|
|
|
13.9
|
%
|
|||
Cementing Equipment
|
104,906
|
|
|
18.1%
|
|
89,145
|
|
|
17.1
|
%
|
|
71,024
|
|
|
15.6
|
%
|
|||
Total
|
$
|
579,920
|
|
|
100.0%
|
|
$
|
522,493
|
|
|
100.0
|
%
|
|
$
|
454,795
|
|
|
100.0
|
%
|
•
|
the level of worldwide oil and gas exploration and production;
|
•
|
the cost of exploring for, producing and delivering oil and gas;
|
•
|
demand for energy, which is affected by worldwide economic activity and population growth;
|
•
|
the level of excess production capacity;
|
•
|
the discovery rate of new oil and gas reserves;
|
•
|
the ability of the Organization of the Petroleum Exporting Countries (“OPEC”) to set and maintain production levels for oil;
|
•
|
the level of production by non-OPEC countries;
|
•
|
the location of oil and gas drilling and production activity, including the relative amounts of activity onshore and offshore;
|
•
|
the technical specifications of wells including depth of wells and complexity of well design;
|
•
|
U.S. and global political and economic uncertainty, socio-political unrest and instability or hostilities;
|
•
|
demand for, availability of and technological viability of, alternative sources of energy; and
|
•
|
technological advances affecting energy exploration, production, transportation and consumption.
|
•
|
hurricanes, ocean currents and other adverse weather conditions;
|
•
|
terrorist attacks and piracy;
|
•
|
failure of offshore equipment and facilities;
|
•
|
local and international political and economic conditions and policies and regulations related to offshore drilling;
|
•
|
territorial disputes involving sovereignty over offshore oil and gas fields;
|
•
|
unavailability of offshore drilling rigs in the markets that we operate;
|
•
|
the cost of offshore exploration for, and production and transportation of, oil and gas;
|
•
|
successful exploration for, and production and transportation of, oil and gas from onshore sources;
|
•
|
the availability and rate of discovery of new oil and gas reserves in offshore areas;
|
•
|
the availability of infrastructure to support oil and gas operations; and
|
•
|
the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production.
|
•
|
political, social and economic instability;
|
•
|
potential expropriation, seizure or nationalization of assets, and trapped assets;
|
•
|
deprivation of contract rights;
|
•
|
increased operating costs;
|
•
|
inability to collect revenue due to shortages of convertible currency;
|
•
|
unwillingness of foreign governments to make new onshore and offshore areas available for drilling;
|
•
|
civil unrest and protests, strikes, acts of terrorism, war or other armed conflict;
|
•
|
import/export quotas;
|
•
|
confiscatory taxation or other adverse tax policies;
|
•
|
continued application of foreign tax treaties;
|
•
|
currency exchange controls;
|
•
|
currency exchange rate fluctuations and devaluations;
|
•
|
restrictions on the repatriation of funds; and
|
•
|
other forms of government regulation which are beyond our control.
|
•
|
federal, state and local and non-U.S. laws and other regulations relating to oilfield operations, worker safety and protection of the environment and natural resources;
|
•
|
changes in these laws and regulations; and
|
•
|
the level of enforcement of these laws and regulations.
|
•
|
incur debt or issue guarantees;
|
•
|
incur or permit certain liens to exist;
|
•
|
make certain investments, acquisitions or other restricted payments;
|
•
|
dispose of assets;
|
•
|
engage in certain types of transactions with affiliates;
|
•
|
merge, consolidate or transfer all or substantially all of our assets; and
|
•
|
prepay certain indebtedness.
|
•
|
authorize our management board, with the approval of our supervisory board, for a period of five years (which ends on May 19, 2022, unless extended) to issue common stock, including for defensive purposes, without shareholder approval; and
|
•
|
do not provide for shareholder action by written consent, thereby requiring all shareholder actions to be taken at a general meeting of shareholders.
|
•
|
where all other elements relevant to the situation at the time of the choice are located in a country other than the country whose law has been chosen, the choice of the parties shall not prejudice the application of provisions of the law of that other country which cannot be derogated from by agreement;
|
•
|
the overriding mandatory provisions of the law of the courts remain applicable (irrespective of the law chosen);
|
•
|
effect may be given to overriding mandatory provisions of the law of the country where the obligations arising out of the relevant transaction documents have to be or have been performed, insofar as those overriding mandatory provisions render the performance of the contract unlawful; and
|
•
|
the application of the law of any jurisdiction may be refused if such application is manifestly incompatible with the public policy (openbare orde) of the courts.
|
Location
|
|
Leased or
Owned
|
|
Principal/Most Significant Use
|
|
|
|
|
|
All Segments
|
|
|
|
|
Houston, Texas
|
|
Leased
|
|
Corporate office
|
Den Helder, the Netherlands
|
|
Owned
|
|
Regional operations and administration
|
|
|
|
|
|
TRS and Tubulars Segments
|
|
|
|
|
Lafayette, Louisiana
|
|
Owned
|
|
Regional operations, manufacturing, engineering and administration
|
New Iberia, Louisiana
|
|
Leased
|
|
Regional operations
|
|
|
|
|
|
TRS Segment
|
|
|
|
|
Aberdeen, Scotland
|
|
Owned
|
|
Regional operations, engineering and administration
|
Dubai, United Arab Emirates
|
|
Owned/Leased
|
|
Regional operations and administration
|
Kuala Lumpur, Malaysia
|
|
Leased
|
|
Regional operations and administration
|
Macaé, Brazil
|
|
Owned
|
|
Regional operations and administration
|
|
|
|
|
|
Cementing Equipment Segment
|
|
|
|
|
Houma, Louisiana
|
|
Leased
|
|
Regional operations, manufacturing and administration
|
*$100 invested on 12/31/2014, including reinvestment of dividends.
Fiscal year ending December 31.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Financial Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
579,920
|
|
|
$
|
522,493
|
|
|
$
|
454,795
|
|
|
$
|
487,531
|
|
|
$
|
974,600
|
|
Net income (loss)
|
(235,329
|
)
|
|
(90,733
|
)
|
|
(159,457
|
)
|
|
(156,079
|
)
|
|
106,110
|
|
|||||
Total assets
|
994,165
|
|
|
1,193,929
|
|
|
1,261,769
|
|
|
1,588,061
|
|
|
1,726,838
|
|
|||||
Debt
|
—
|
|
|
5,627
|
|
|
4,721
|
|
|
276
|
|
|
7,321
|
|
|||||
Total equity
|
810,294
|
|
|
1,034,772
|
|
|
1,115,901
|
|
|
1,311,319
|
|
|
1,451,426
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings Per Share Information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic income (loss) per common share
|
$
|
(1.05
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
0.51
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted income (loss) per common share
|
$
|
(1.05
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
225,159
|
|
|
223,999
|
|
|
222,940
|
|
|
176,584
|
|
|
154,662
|
|
|||||
Diluted
|
225,159
|
|
|
223,999
|
|
|
222,940
|
|
|
176,584
|
|
|
209,152
|
|
|||||
Cash dividends per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.225
|
|
|
$
|
0.45
|
|
|
$
|
0.60
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA (1)
|
$
|
57,521
|
|
|
$
|
33,232
|
|
|
$
|
5,715
|
|
|
$
|
25,031
|
|
|
$
|
319,086
|
|
|
|
(1)
|
Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. For a definition and a reconciliation of Adjusted EBITDA to net income (loss), its most directly comparable financial measure presented in accordance with GAAP, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - How We Evaluate Our Operations - Adjusted EBITDA and Adjusted EBITDA Margin.”
|
•
|
Tubular Running Services. 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, as well as 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.
|
•
|
Tubulars. 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.
|
•
|
Cementing Equipment. 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, completion and abandonment 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. Abandonment 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.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(235,329
|
)
|
|
$
|
(90,733
|
)
|
|
$
|
(159,457
|
)
|
Goodwill impairment
|
111,108
|
|
|
—
|
|
|
—
|
|
|||
Severance and other charges (credits), net
|
50,430
|
|
|
(310
|
)
|
|
75,354
|
|
|||
Interest income, net
|
(2,265
|
)
|
|
(4,243
|
)
|
|
(2,309
|
)
|
|||
Depreciation and amortization
|
92,800
|
|
|
111,292
|
|
|
122,102
|
|
|||
Income tax expense (benefit)
|
23,794
|
|
|
(2,950
|
)
|
|
72,918
|
|
|||
(Gain) loss on disposal of assets
|
1,037
|
|
|
(1,309
|
)
|
|
(2,045
|
)
|
|||
Foreign currency (gain) loss
|
2,233
|
|
|
5,675
|
|
|
(2,075
|
)
|
|||
TRA related adjustments
|
(220
|
)
|
|
1,359
|
|
|
(122,515
|
)
|
|||
Charges and credits (1)
|
13,933
|
|
|
14,451
|
|
|
23,742
|
|
|||
Adjusted EBITDA
|
$
|
57,521
|
|
|
$
|
33,232
|
|
|
$
|
5,715
|
|
Adjusted EBITDA margin
|
9.9
|
%
|
|
6.4
|
%
|
|
1.3
|
%
|
|
|
(1)
|
Comprised of Equity-based compensation expense (2019: $11,280; 2018: $10,621; 2017: $13,862), Mergers and acquisition expense (2019: none; 2018: $58; 2017: $459), Unrealized and realized (gains) losses (2019: $(228); 2018: $(1,682); 2017: $2,791), Investigation-related matters (2019: $3,838; 2018: $5,454; 2017: $6,143) and Other adjustments (2019: $(957); 2018: none; 2017: $487).
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
|
|
|
|
|
|||
TRIR
|
0.64
|
|
|
0.84
|
|
|
0.57
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Services
|
$
|
473,538
|
|
|
$
|
416,781
|
|
|
$
|
364,061
|
|
Products
|
106,382
|
|
|
105,712
|
|
|
90,734
|
|
|||
Total revenue
|
579,920
|
|
|
522,493
|
|
|
454,795
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Cost of revenue, exclusive of depreciation and amortization
|
|
|
|
|
|
||||||
Services (1)
|
338,325
|
|
|
302,880
|
|
|
273,200
|
|
|||
Products (1)
|
78,666
|
|
|
76,183
|
|
|
71,708
|
|
|||
General and administrative expenses (1)
|
120,444
|
|
|
126,638
|
|
|
129,218
|
|
|||
Depreciation and amortization
|
92,800
|
|
|
111,292
|
|
|
122,102
|
|
|||
Goodwill impairment
|
111,108
|
|
|
—
|
|
|
—
|
|
|||
Severance and other charges (credits), net
|
50,430
|
|
|
(310
|
)
|
|
75,354
|
|
|||
(Gain) loss on disposal of assets
|
1,037
|
|
|
(1,309
|
)
|
|
(2,045
|
)
|
|||
Operating loss
|
(212,890
|
)
|
|
(92,881
|
)
|
|
(214,742
|
)
|
|||
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
||||||
TRA related adjustments (2)
|
220
|
|
|
(1,359
|
)
|
|
122,515
|
|
|||
Other income, net
|
1,103
|
|
|
2,047
|
|
|
1,763
|
|
|||
Interest income, net
|
2,265
|
|
|
4,243
|
|
|
2,309
|
|
|||
Mergers and acquisition expense
|
—
|
|
|
(58
|
)
|
|
(459
|
)
|
|||
Foreign currency gain (loss)
|
(2,233
|
)
|
|
(5,675
|
)
|
|
2,075
|
|
|||
Total other income (expense)
|
1,355
|
|
|
(802
|
)
|
|
128,203
|
|
|||
Loss before income taxes
|
(211,535
|
)
|
|
(93,683
|
)
|
|
(86,539
|
)
|
|||
Income tax expense (benefit)
|
23,794
|
|
|
(2,950
|
)
|
|
72,918
|
|
|||
Net loss
|
$
|
(235,329
|
)
|
|
$
|
(90,733
|
)
|
|
$
|
(159,457
|
)
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Tubular Running Services
|
$
|
400,327
|
|
|
$
|
361,045
|
|
|
$
|
320,378
|
|
Tubulars
|
74,687
|
|
|
72,303
|
|
|
63,393
|
|
|||
Cementing Equipment
|
104,906
|
|
|
89,145
|
|
|
71,024
|
|
|||
Total
|
$
|
579,920
|
|
|
$
|
522,493
|
|
|
$
|
454,795
|
|
|
|
|
|
|
|
||||||
Segment Adjusted EBITDA: (1)
|
|
|
|
|
|
||||||
Tubular Running Services
|
$
|
85,601
|
|
|
$
|
62,515
|
|
|
$
|
39,586
|
|
Tubulars
|
11,575
|
|
|
11,246
|
|
|
3,602
|
|
|||
Cementing Equipment
|
14,089
|
|
|
8,617
|
|
|
6,421
|
|
|||
Corporate (2)
|
(53,744
|
)
|
|
(49,146
|
)
|
|
(43,894
|
)
|
|||
Total
|
$
|
57,521
|
|
|
$
|
33,232
|
|
|
$
|
5,715
|
|
|
|
(1)
|
Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. (For a reconciliation of our Adjusted EBITDA, see “—Adjusted EBITDA and Adjusted EBITDA Margin.”)
|
(2)
|
Our Corporate component includes certain expenses not attributable to a particular segment, such as costs related to support functions and corporate executives.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Operating activities
|
$
|
27,048
|
|
|
$
|
(32,644
|
)
|
|
$
|
24,774
|
|
Investing activities
|
(10,046
|
)
|
|
10,403
|
|
|
(77,709
|
)
|
|||
Financing activities
|
(5,945
|
)
|
|
(7,946
|
)
|
|
(52,471
|
)
|
|||
|
11,057
|
|
|
(30,187
|
)
|
|
(105,406
|
)
|
|||
Effect of exchange rate changes on cash activities
|
(529
|
)
|
|
3,384
|
|
|
(1,105
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
10,528
|
|
|
$
|
(26,803
|
)
|
|
$
|
(106,511
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
Less than
|
|
|
|
|
|
More than
|
||||||||||
|
Total
|
|
1 year
|
|
1-3 years
|
|
3-5 years
|
|
5 years
|
||||||||||
Operating leases
|
$
|
43,880
|
|
|
$
|
10,239
|
|
|
$
|
15,920
|
|
|
$
|
7,218
|
|
|
$
|
10,503
|
|
Purchase obligations (1)
|
34,111
|
|
|
27,121
|
|
|
6,990
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
77,991
|
|
|
$
|
37,360
|
|
|
$
|
22,910
|
|
|
$
|
7,218
|
|
|
$
|
10,503
|
|
|
|
(1)
|
Includes purchase commitments related to connectors and pipe inventory. We enter into purchase commitments as needed.
|
Foreign Currency
|
|
Notional Amount
|
|
Contractual Exchange Rate
|
|
Receivable (Payable)
Fair Value at December 31, 2019
|
|||||
Canadian dollar
|
|
$
|
948
|
|
|
1.3182
|
|
|
$
|
(16
|
)
|
Euro
|
|
9,279
|
|
|
1.1180
|
|
|
(80
|
)
|
||
Norwegian krone
|
|
11,027
|
|
|
9.0688
|
|
|
(355
|
)
|
||
Pound sterling
|
|
16,057
|
|
|
1.3381
|
|
|
127
|
|
||
|
|
|
|
|
|
$
|
(324
|
)
|
Foreign Currency
|
|
Notional Amount
|
|
Contractual Exchange Rate
|
|
Receivable (Payable)
Fair Value at December 31, 2018
|
|||||
Canadian dollar
|
|
$
|
2,248
|
|
|
1.3343
|
|
|
$
|
48
|
|
Euro
|
|
6,967
|
|
|
1.1421
|
|
|
(50
|
)
|
||
Norwegian krone
|
|
7,713
|
|
|
8.5566
|
|
|
66
|
|
||
Pound sterling
|
|
16,452
|
|
|
1.2655
|
|
|
(165
|
)
|
||
|
|
|
|
|
|
$
|
(101
|
)
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
||
|
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
•
|
evaluating the Company’s discount rate, by comparing it against a discount rate range that was independently developed using publicly available market data for comparable entities,
|
•
|
evaluating the Company’s forecasted revenue growth rates and terminal value for the Cementing Equipment reporting unit, by comparing the growth assumptions to forecasted growth rates in the Company’s and its peer companies’ analyst reports, and
|
•
|
recalculating the estimate of the Cementing Equipment reporting unit’s fair value using the reporting unit’s estimated future cash flows, discount rate, and terminal value.
|
FRANK’S INTERNATIONAL N.V.
|
|||||||
CONSOLIDATED BALANCE SHEETS
|
|||||||
(In thousands, except share data)
|
|||||||
|
|
|
|
||||
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
195,383
|
|
|
$
|
186,212
|
|
Restricted cash
|
1,357
|
|
|
—
|
|
||
Short-term investments
|
—
|
|
|
26,603
|
|
||
Accounts receivables, net
|
166,694
|
|
|
189,414
|
|
||
Inventories, net
|
78,829
|
|
|
69,382
|
|
||
Assets held for sale
|
13,795
|
|
|
7,828
|
|
||
Other current assets
|
10,360
|
|
|
12,651
|
|
||
Total current assets
|
466,418
|
|
|
492,090
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
328,432
|
|
|
416,490
|
|
||
Goodwill
|
99,932
|
|
|
211,040
|
|
||
Intangible assets, net
|
16,971
|
|
|
31,069
|
|
||
Deferred tax assets, net
|
16,590
|
|
|
14,621
|
|
||
Operating lease right-of-use assets
|
32,585
|
|
|
—
|
|
||
Other assets
|
33,237
|
|
|
28,619
|
|
||
Total assets
|
$
|
994,165
|
|
|
$
|
1,193,929
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
—
|
|
|
$
|
5,627
|
|
Accounts payable and accrued liabilities
|
120,321
|
|
|
123,981
|
|
||
Current portion of operating lease liabilities
|
7,925
|
|
|
—
|
|
||
Deferred revenue
|
657
|
|
|
116
|
|
||
Total current liabilities
|
128,903
|
|
|
129,724
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
2,923
|
|
|
221
|
|
||
Non-current operating lease liabilities
|
24,969
|
|
|
—
|
|
||
Other non-current liabilities
|
27,076
|
|
|
29,212
|
|
||
Total liabilities
|
183,871
|
|
|
159,157
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 17)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock, €0.01 par value, 798,096,000 shares authorized, 227,000,507 and 225,478,506 shares issued and 225,510,650 and 224,289,902 shares outstanding
|
2,846
|
|
|
2,829
|
|
||
Additional paid-in capital
|
1,075,809
|
|
|
1,062,794
|
|
||
Retained earnings (deficit)
|
(220,805
|
)
|
|
16,860
|
|
||
Accumulated other comprehensive loss
|
(30,298
|
)
|
|
(32,338
|
)
|
||
Treasury stock (at cost), 1,489,857 and 1,188,604 shares
|
(17,258
|
)
|
|
(15,373
|
)
|
||
Total stockholders’ equity
|
810,294
|
|
|
1,034,772
|
|
||
Total liabilities and equity
|
$
|
994,165
|
|
|
$
|
1,193,929
|
|
FRANK’S INTERNATIONAL N.V.
|
|||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||
(In thousands, except per share data)
|
|||||||||||
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Services
|
$
|
473,538
|
|
|
$
|
416,781
|
|
|
$
|
364,061
|
|
Products
|
106,382
|
|
|
105,712
|
|
|
90,734
|
|
|||
Total revenue
|
579,920
|
|
|
522,493
|
|
|
454,795
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Cost of revenue, exclusive of depreciation and amortization
|
|
|
|
|
|
||||||
Services
|
338,325
|
|
|
302,880
|
|
|
273,200
|
|
|||
Products
|
78,666
|
|
|
76,183
|
|
|
71,708
|
|
|||
General and administrative expenses
|
120,444
|
|
|
126,638
|
|
|
129,218
|
|
|||
Depreciation and amortization
|
92,800
|
|
|
111,292
|
|
|
122,102
|
|
|||
Goodwill impairment
|
111,108
|
|
|
—
|
|
|
—
|
|
|||
Severance and other charges (credits), net
|
50,430
|
|
|
(310
|
)
|
|
75,354
|
|
|||
(Gain) loss on disposal of assets
|
1,037
|
|
|
(1,309
|
)
|
|
(2,045
|
)
|
|||
Operating loss
|
(212,890
|
)
|
|
(92,881
|
)
|
|
(214,742
|
)
|
|||
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
||||||
Tax receivable agreement (“TRA”) related adjustments
|
220
|
|
|
(1,359
|
)
|
|
122,515
|
|
|||
Other income, net
|
1,103
|
|
|
2,047
|
|
|
1,763
|
|
|||
Interest income, net
|
2,265
|
|
|
4,243
|
|
|
2,309
|
|
|||
Mergers and acquisition expense
|
—
|
|
|
(58
|
)
|
|
(459
|
)
|
|||
Foreign currency gain (loss)
|
(2,233
|
)
|
|
(5,675
|
)
|
|
2,075
|
|
|||
Total other income (expense)
|
1,355
|
|
|
(802
|
)
|
|
128,203
|
|
|||
Loss before income taxes
|
(211,535
|
)
|
|
(93,683
|
)
|
|
(86,539
|
)
|
|||
Income tax expense (benefit)
|
23,794
|
|
|
(2,950
|
)
|
|
72,918
|
|
|||
Net loss
|
$
|
(235,329
|
)
|
|
$
|
(90,733
|
)
|
|
$
|
(159,457
|
)
|
|
|
|
|
|
|
||||||
Dividends per common share:
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.225
|
|
|
|
|
|
|
|
||||||
Loss per common share:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(1.05
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.72
|
)
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic and diluted
|
225,159
|
|
|
223,999
|
|
|
222,940
|
|
FRANK’S INTERNATIONAL N.V.
|
|||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
|||||||||||
(In thousands)
|
|||||||||||
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(235,329
|
)
|
|
$
|
(90,733
|
)
|
|
$
|
(159,457
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
404
|
|
|
(1,452
|
)
|
|
2,345
|
|
|||
Marketable securities:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
86
|
|
|
(103
|
)
|
|||
Reclassification to net income
|
—
|
|
|
—
|
|
|
(395
|
)
|
|||
Deferred tax asset / liability change
|
—
|
|
|
—
|
|
|
158
|
|
|||
Unrealized gain (loss) on marketable securities, net of tax
|
—
|
|
|
86
|
|
|
(340
|
)
|
|||
Total other comprehensive income (loss)
|
404
|
|
|
(1,366
|
)
|
|
2,005
|
|
|||
Comprehensive loss
|
$
|
(234,925
|
)
|
|
$
|
(92,099
|
)
|
|
$
|
(157,452
|
)
|
FRANK’S INTERNATIONAL N.V.
|
||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
||||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|||||||||||||
|
|
|
|
|
Additional
|
|
Retained
|
|
Other
|
|
|
|
Total
|
|||||||||||||
|
Common Stock
|
|
Paid-In
|
|
Earnings
|
|
Comprehensive
|
|
Treasury
|
|
Stockholders’
|
|||||||||||||||
|
Shares
|
|
Value
|
|
Capital
|
|
(Deficit)
|
|
Income (Loss)
|
|
Stock
|
|
Equity
|
|||||||||||||
Balances at December 31, 2016
|
222,401
|
|
|
$
|
2,802
|
|
|
$
|
1,036,786
|
|
|
$
|
317,270
|
|
|
$
|
(32,977
|
)
|
|
$
|
(12,562
|
)
|
|
$
|
1,311,319
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(159,457
|
)
|
|
—
|
|
|
—
|
|
|
(159,457
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,345
|
|
|
—
|
|
|
2,345
|
|
||||||
Unrealized loss on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(340
|
)
|
|
—
|
|
|
(340
|
)
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
13,825
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,825
|
|
||||||
Common stock dividends ($0.225 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,154
|
)
|
|
—
|
|
|
—
|
|
|
(50,154
|
)
|
||||||
Common shares issued upon vesting of share-based awards
|
1,017
|
|
|
11
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common shares issued for employee stock purchase plan (“ESPP”)
|
50
|
|
|
1
|
|
|
523
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
524
|
|
||||||
Treasury shares issued upon vesting of share-based awards
|
4
|
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
66
|
|
|
(18
|
)
|
||||||
Treasury shares issued for ESPP
|
105
|
|
|
—
|
|
|
(166
|
)
|
|
(736
|
)
|
|
—
|
|
|
1,642
|
|
|
740
|
|
||||||
Treasury shares withheld
|
(288
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,883
|
)
|
|
(2,883
|
)
|
||||||
Balances at December 31, 2017
|
223,289
|
|
|
$
|
2,814
|
|
|
$
|
1,050,873
|
|
|
$
|
106,923
|
|
|
$
|
(30,972
|
)
|
|
$
|
(13,737
|
)
|
|
$
|
1,115,901
|
|
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
670
|
|
|
—
|
|
|
—
|
|
|
670
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,733
|
)
|
|
—
|
|
|
—
|
|
|
(90,733
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,452
|
)
|
|
—
|
|
|
(1,452
|
)
|
||||||
Unrealized gain on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
86
|
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
10,621
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,621
|
|
||||||
Common shares issued upon vesting of share-based awards
|
1,018
|
|
|
12
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common shares issued for ESPP
|
233
|
|
|
3
|
|
|
1,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,315
|
|
||||||
Treasury shares withheld
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,636
|
)
|
|
(1,636
|
)
|
||||||
Balances at December 31, 2018
|
224,290
|
|
|
$
|
2,829
|
|
|
$
|
1,062,794
|
|
|
$
|
16,860
|
|
|
$
|
(32,338
|
)
|
|
$
|
(15,373
|
)
|
|
$
|
1,034,772
|
|
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
(700
|
)
|
|
—
|
|
|
—
|
|
|
(700
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(235,329
|
)
|
|
—
|
|
|
—
|
|
|
(235,329
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
404
|
|
|
—
|
|
|
404
|
|
||||||
Reclassification of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,636
|
)
|
|
1,636
|
|
|
—
|
|
|
—
|
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
11,280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,280
|
|
||||||
Common shares issued upon vesting of share-based awards
|
1,134
|
|
|
13
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common shares issued for ESPP
|
389
|
|
|
4
|
|
|
1,748
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,752
|
|
||||||
Treasury shares withheld
|
(302
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,885
|
)
|
|
(1,885
|
)
|
||||||
Balances at December 31, 2019
|
225,511
|
|
|
$
|
2,846
|
|
|
$
|
1,075,809
|
|
|
$
|
(220,805
|
)
|
|
$
|
(30,298
|
)
|
|
$
|
(17,258
|
)
|
|
$
|
810,294
|
|
FRANK’S INTERNATIONAL N.V.
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
(In thousands)
|
|||||||||||
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(235,329
|
)
|
|
$
|
(90,733
|
)
|
|
$
|
(159,457
|
)
|
Adjustments to reconcile net loss to cash from operating activities
|
|
|
|
|
|
||||||
Derecognition of the TRA liability
|
—
|
|
|
—
|
|
|
(122,515
|
)
|
|||
Depreciation and amortization
|
92,800
|
|
|
111,292
|
|
|
122,102
|
|
|||
Equity-based compensation expense
|
11,280
|
|
|
10,621
|
|
|
13,825
|
|
|||
Goodwill impairment
|
111,108
|
|
|
—
|
|
|
—
|
|
|||
Loss on asset impairments and retirements
|
40,686
|
|
|
—
|
|
|
71,942
|
|
|||
Amortization of deferred financing costs
|
371
|
|
|
58
|
|
|
267
|
|
|||
Deferred tax provision (benefit)
|
727
|
|
|
(14,634
|
)
|
|
15,543
|
|
|||
Reversal of deferred tax assets associated with the TRA
|
—
|
|
|
—
|
|
|
46,874
|
|
|||
Provision for bad debts
|
1,281
|
|
|
159
|
|
|
950
|
|
|||
(Gain) loss on disposal of assets
|
1,037
|
|
|
(1,309
|
)
|
|
(2,045
|
)
|
|||
Changes in fair value of investments
|
(2,747
|
)
|
|
1,199
|
|
|
(2,627
|
)
|
|||
Unrealized (gain) loss on derivative instruments
|
222
|
|
|
(386
|
)
|
|
634
|
|
|||
Realized loss on sale of investment
|
—
|
|
|
—
|
|
|
478
|
|
|||
Other
|
(1,522
|
)
|
|
843
|
|
|
(1,876
|
)
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions
|
|
|
|
|
|
||||||
Accounts receivable
|
22,152
|
|
|
(63,654
|
)
|
|
21,271
|
|
|||
Inventories
|
(10,694
|
)
|
|
(2,917
|
)
|
|
12,102
|
|
|||
Other current assets
|
856
|
|
|
4,581
|
|
|
8,677
|
|
|||
Other assets
|
(1,285
|
)
|
|
258
|
|
|
674
|
|
|||
Accounts payable and accrued liabilities
|
(3,937
|
)
|
|
15,310
|
|
|
15,774
|
|
|||
Deferred revenue
|
545
|
|
|
(354
|
)
|
|
(13,373
|
)
|
|||
Other noncurrent liabilities
|
(503
|
)
|
|
(2,978
|
)
|
|
(4,446
|
)
|
|||
Net cash provided by (used in) operating activities
|
27,048
|
|
|
(32,644
|
)
|
|
24,774
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment and intangibles
|
(36,942
|
)
|
|
(19,734
|
)
|
|
(21,990
|
)
|
|||
Purchase of property, plant and equipment from related parties
|
—
|
|
|
(36,737
|
)
|
|
—
|
|
|||
Proceeds from sale of assets and equipment
|
791
|
|
|
7,089
|
|
|
14,030
|
|
|||
Purchase of investments
|
(20,122
|
)
|
|
(84,040
|
)
|
|
(123,048
|
)
|
|||
Proceeds from sale of investments
|
46,739
|
|
|
143,825
|
|
|
53,299
|
|
|||
Other
|
(512
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(10,046
|
)
|
|
10,403
|
|
|
(77,709
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Repayments of borrowings
|
(5,627
|
)
|
|
(5,892
|
)
|
|
(680
|
)
|
|||
Dividends paid on common stock
|
—
|
|
|
—
|
|
|
(50,154
|
)
|
|||
Deferred financing costs
|
(184
|
)
|
|
(1,733
|
)
|
|
—
|
|
|||
Treasury shares withheld
|
(1,886
|
)
|
|
(1,636
|
)
|
|
(2,901
|
)
|
|||
Proceeds from the issuance of ESPP shares
|
1,752
|
|
|
1,315
|
|
|
1,264
|
|
|||
Net cash used in financing activities
|
(5,945
|
)
|
|
(7,946
|
)
|
|
(52,471
|
)
|
|||
Effect of exchange rate changes on cash
|
(529
|
)
|
|
3,384
|
|
|
(1,105
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
10,528
|
|
|
(26,803
|
)
|
|
(106,511
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
186,212
|
|
|
213,015
|
|
|
319,526
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
196,740
|
|
|
$
|
186,212
|
|
|
$
|
213,015
|
|
|
|
Year Ended December 31, 2018
|
||||||||||
|
|
As previously reported
|
|
Reclassifications
|
|
As currently reported
|
||||||
Consolidated Statements of Operations
|
|
|
|
|
|
|
||||||
Cost of revenue, exclusive of depreciation and amortization
|
|
|
|
|
|
|
||||||
Services
|
|
$
|
265,688
|
|
|
$
|
37,192
|
|
|
$
|
302,880
|
|
Products
|
|
84,429
|
|
|
(8,246
|
)
|
|
76,183
|
|
|||
General and administrative expenses
|
|
155,584
|
|
|
(28,946
|
)
|
|
126,638
|
|
|||
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31, 2017
|
||||||||||
|
|
As previously reported
|
|
Reclassifications
|
|
As currently reported
|
||||||
Consolidated Statements of Operations
|
|
|
|
|
|
|
||||||
Cost of revenue, exclusive of depreciation and amortization
|
|
|
|
|
|
|
||||||
Services
|
|
$
|
223,222
|
|
|
$
|
49,978
|
|
|
$
|
273,200
|
|
Products
|
|
87,200
|
|
|
(15,492
|
)
|
|
71,708
|
|
|||
General and administrative expenses
|
|
163,704
|
|
|
(34,486
|
)
|
|
129,218
|
|
|
December 31,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
195,383
|
|
|
$
|
186,212
|
|
Restricted cash
|
1,357
|
|
|
—
|
|
||
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows
|
$
|
196,740
|
|
|
$
|
186,212
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Total
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Total
|
||||||||||||
Customer relationships
|
$
|
32,890
|
|
|
$
|
(23,946
|
)
|
|
$
|
8,944
|
|
|
$
|
39,050
|
|
|
$
|
(23,688
|
)
|
|
$
|
15,362
|
|
Trade name
|
11,408
|
|
|
(11,408
|
)
|
|
—
|
|
|
11,407
|
|
|
(9,203
|
)
|
|
2,204
|
|
||||||
Intellectual property
|
14,029
|
|
|
(6,002
|
)
|
|
8,027
|
|
|
17,889
|
|
|
(4,386
|
)
|
|
13,503
|
|
||||||
Non-compete agreement
|
1,160
|
|
|
(1,160
|
)
|
|
—
|
|
|
1,160
|
|
|
(1,160
|
)
|
|
—
|
|
||||||
Total intangible assets
|
$
|
59,487
|
|
|
$
|
(42,516
|
)
|
|
$
|
16,971
|
|
|
$
|
69,506
|
|
|
$
|
(38,437
|
)
|
|
$
|
31,069
|
|
Period
|
Amount
|
||
2020
|
$
|
6,895
|
|
2021
|
5,838
|
|
|
2022
|
708
|
|
|
2023
|
696
|
|
|
2024
|
635
|
|
|
Thereafter
|
2,199
|
|
|
Total
|
$
|
16,971
|
|
Leases (in thousands)
|
|
Classification
|
|
December 31, 2019
|
||
Assets
|
|
|
|
|
||
Operating lease assets
|
|
Operating lease right-of-use assets
|
|
$
|
32,585
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Current portion of operating lease liabilities
|
|
7,925
|
|
|
Noncurrent
|
|
|
|
|
||
Operating
|
|
Non-current operating lease liabilities
|
|
24,969
|
|
|
Total lease liabilities
|
|
|
|
$
|
32,894
|
|
|
|
Year Ended
|
||
Long-term Lease Cost (in thousands)
|
|
December 31, 2019
|
||
Operating lease cost (a)
|
|
$
|
11,674
|
|
|
|
|
||
Sublease income
|
|
$
|
(533
|
)
|
(a)
|
Includes variable lease costs, which are immaterial.
|
|
|
Year Ended
|
||
Other Information (in thousands)
|
|
December 31, 2019
|
||
Cash paid for amounts included in measurement of lease liabilities
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
10,750
|
|
|
|
|
||
Right-of-use assets obtained in an exchange for lease obligations
|
|
|
||
Operating leases
|
|
$
|
7,393
|
|
Lease Term and Discount Rate
|
|
December 31, 2019
|
Weighted average remaining lease term (years)
|
|
|
Operating leases
|
|
6.06
|
|
|
|
Weighted average discount rate
|
|
|
Operating leases
|
|
10.47%
|
Maturity of Operating Lease Liabilities (in thousands)
|
|
December 31, 2019
|
||
2020
|
|
$
|
10,239
|
|
2021
|
|
8,972
|
|
|
2022
|
|
6,948
|
|
|
2023
|
|
4,424
|
|
|
2024
|
|
2,794
|
|
|
Thereafter
|
|
10,503
|
|
|
Total lease payments
|
|
43,880
|
|
|
Less: interest
|
|
10,986
|
|
|
Present value of lease liabilities
|
|
$
|
32,894
|
|
Year Ending December 31,
|
|
Amount
|
||
2019
|
|
$
|
10,544
|
|
2020
|
|
9,120
|
|
|
2021
|
|
7,370
|
|
|
2022
|
|
6,006
|
|
|
2023
|
|
4,251
|
|
|
Thereafter
|
|
13,103
|
|
|
Total future lease commitments
|
|
$
|
50,394
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Trade accounts receivable, net of allowance of $5,129 and $3,925, respectively
|
$
|
101,718
|
|
|
$
|
114,630
|
|
Unbilled receivables
|
43,422
|
|
|
54,591
|
|
||
Taxes receivable
|
18,516
|
|
|
15,762
|
|
||
Affiliated (1)
|
549
|
|
|
549
|
|
||
Other receivables
|
2,489
|
|
|
3,882
|
|
||
Total accounts receivable, net
|
$
|
166,694
|
|
|
$
|
189,414
|
|
|
|
(1)
|
Amounts represent expenditures on behalf of non-consolidated affiliates.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Pipe and connectors, net of allowance of $18,287 and $21,270, respectively
|
$
|
21,779
|
|
|
$
|
18,026
|
|
Finished goods, net of allowance of $485 and $1,354, respectively
|
25,628
|
|
|
22,608
|
|
||
Work in progress
|
3,663
|
|
|
8,285
|
|
||
Raw materials, components and supplies
|
27,759
|
|
|
20,463
|
|
||
Total inventories, net
|
$
|
78,829
|
|
|
$
|
69,382
|
|
|
|
|
December 31,
|
||||||
|
Estimated Useful Lives in Years
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
|
||||
Land
|
—
|
|
$
|
30,724
|
|
|
$
|
32,945
|
|
Land improvements
|
8-15
|
|
7,193
|
|
|
8,316
|
|
||
Buildings and improvements
|
13-39
|
|
116,182
|
|
|
125,088
|
|
||
Rental machinery and equipment
|
7
|
|
882,979
|
|
|
887,064
|
|
||
Machinery and equipment - other
|
7
|
|
60,182
|
|
|
61,796
|
|
||
Furniture, fixtures and computers
|
5
|
|
17,251
|
|
|
24,745
|
|
||
Automobiles and other vehicles
|
5
|
|
28,734
|
|
|
29,696
|
|
||
Leasehold improvements
|
7-15, or lease term if shorter
|
|
14,258
|
|
|
15,392
|
|
||
Construction in progress - machinery and equipment and buildings
|
—
|
|
46,564
|
|
|
65,152
|
|
||
|
|
|
1,204,067
|
|
|
1,250,194
|
|
||
Less: Accumulated depreciation
|
|
|
(875,635
|
)
|
|
(833,704
|
)
|
||
Total property, plant and equipment, net
|
|
|
$
|
328,432
|
|
|
$
|
416,490
|
|
|
December 31,
|
|||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||
Cost of revenue
|
|
|
|
|
|
|
||||||
Services
|
|
$
|
80,072
|
|
|
$
|
93,280
|
|
|
$
|
102,212
|
|
Products
|
|
1,511
|
|
|
4,354
|
|
|
4,971
|
|
|||
General and administrative expenses
|
|
11,217
|
|
|
13,658
|
|
|
14,919
|
|
|||
Total
|
|
$
|
92,800
|
|
|
$
|
111,292
|
|
|
$
|
122,102
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Cash surrender value of life insurance policies (1)
|
$
|
27,313
|
|
|
$
|
23,784
|
|
Deposits
|
2,119
|
|
|
2,269
|
|
||
Other
|
3,805
|
|
|
2,566
|
|
||
Total other assets
|
$
|
33,237
|
|
|
$
|
28,619
|
|
|
|
(1)
|
See Note 10—Fair Value Measurements for additional information.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Accounts payable
|
$
|
16,793
|
|
|
$
|
28,045
|
|
Accrued compensation
|
23,988
|
|
|
30,822
|
|
||
Accrued property and other taxes
|
20,099
|
|
|
16,301
|
|
||
Accrued severance and other charges
|
5,837
|
|
|
2,328
|
|
||
Income taxes
|
19,166
|
|
|
12,075
|
|
||
Affiliated (1)
|
1,694
|
|
|
3,915
|
|
||
Accrued purchase orders and other
|
32,744
|
|
|
30,495
|
|
||
Total accounts payable and accrued liabilities
|
$
|
120,321
|
|
|
$
|
123,981
|
|
|
|
(1)
|
Represents amounts owed to non-consolidated affiliates.
|
•
|
Level 1: Unadjusted, quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2: Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability.
|
•
|
Level 3: Significant, unobservable inputs for use when little or no market data exists, requiring a significant degree of judgment.
|
|
Quoted Prices
in Active
Markets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
|
||||||||
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Cash surrender value of life insurance policies - deferred compensation plan
|
$
|
—
|
|
|
$
|
27,313
|
|
|
$
|
—
|
|
|
$
|
27,313
|
|
Marketable securities - other
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
—
|
|
|
324
|
|
|
—
|
|
|
324
|
|
||||
Deferred compensation plan
|
—
|
|
|
23,251
|
|
|
—
|
|
|
23,251
|
|
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Cash surrender value of life insurance policies - deferred compensation plan
|
$
|
—
|
|
|
$
|
23,784
|
|
|
$
|
—
|
|
|
$
|
23,784
|
|
Marketable securities - other
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
—
|
|
|
101
|
|
|
—
|
|
|
101
|
|
||||
Deferred compensation plan
|
—
|
|
|
23,663
|
|
|
—
|
|
|
23,663
|
|
|
|
December 31, 2019
|
||||||
|
|
Notional
|
|
Contractual
|
|
Settlement
|
||
Derivative Contracts
|
|
Amount
|
|
Exchange Rate
|
|
Date
|
||
Canadian dollar
|
|
$
|
948
|
|
|
1.3182
|
|
3/16/2020
|
Euro
|
|
9,279
|
|
|
1.1180
|
|
3/17/2020
|
|
Norwegian krone
|
|
11,027
|
|
|
9.0688
|
|
3/17/2020
|
|
Pound sterling
|
|
16,057
|
|
|
1.3381
|
|
3/17/2020
|
|
|
December 31, 2018
|
||||||
|
|
Notional
|
|
Contractual
|
|
Settlement
|
||
Derivative Contracts
|
|
Amount
|
|
Exchange Rate
|
|
Date
|
||
Canadian dollar
|
|
$
|
2,248
|
|
|
1.3343
|
|
3/18/2019
|
Euro
|
|
6,967
|
|
|
1.1421
|
|
3/18/2019
|
|
Norwegian krone
|
|
7,713
|
|
|
8.5566
|
|
3/18/2019
|
|
Pound sterling
|
|
16,452
|
|
|
1.2655
|
|
3/18/2019
|
Derivatives not designated as Hedging Instruments
|
|
Consolidated Balance Sheet Location
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Foreign currency contracts
|
|
Accounts payable and accrued liabilities
|
|
$
|
(324
|
)
|
|
$
|
(101
|
)
|
Derivatives not designated as Hedging Instruments
|
|
Location of gain (loss) recognized in income on derivative contracts
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Unrealized gain (loss) on foreign currency contracts
|
|
Other income, net
|
|
$
|
(222
|
)
|
|
$
|
386
|
|
|
$
|
(634
|
)
|
Realized gain (loss) on foreign currency contracts
|
|
Other income, net
|
|
320
|
|
|
1,661
|
|
|
(1,699
|
)
|
|||
Total net gain (loss) on foreign currency contracts
|
|
|
|
$
|
98
|
|
|
$
|
2,047
|
|
|
$
|
(2,333
|
)
|
|
|
Derivative Asset Positions
|
|
Derivative Liability Positions
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gross position - asset / (liability)
|
|
$
|
127
|
|
|
$
|
113
|
|
|
$
|
(451
|
)
|
|
$
|
(214
|
)
|
Netting adjustment
|
|
(127
|
)
|
|
(113
|
)
|
|
127
|
|
|
113
|
|
||||
Net position - asset / (liability)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(324
|
)
|
|
$
|
(101
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator
|
|
|
|
|
|
||||||
Net loss
|
$
|
(235,329
|
)
|
|
$
|
(90,733
|
)
|
|
$
|
(159,457
|
)
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
||||||
Basic and diluted weighted average common shares (1)
|
225,159
|
|
|
223,999
|
|
|
222,940
|
|
|||
|
|
|
|
|
|
||||||
Loss per common share:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(1.05
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.72
|
)
|
|
|
(1)
|
Approximate number of shares of unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when the results from operations are at a net loss position.
|
737
|
|
|
922
|
|
|
648
|
|
|
Number of
Shares |
|
Weighted Average
Grant Date Fair Value |
|||
Non-vested at December 31, 2018
|
2,188,965
|
|
|
$
|
7.66
|
|
Granted
|
1,756,125
|
|
|
6.49
|
|
|
Vested
|
(1,138,654
|
)
|
|
7.87
|
|
|
Forfeited
|
(345,636
|
)
|
|
6.81
|
|
|
Non-vested at December 31, 2019
|
2,460,800
|
|
|
$
|
6.65
|
|
|
2019
|
Total expected term (in years)
|
2.86
|
Expected volatility
|
43.5%
|
Risk-free interest rate
|
2.48%
|
Correlation range
|
2.4% to 88.1%
|
|
2018
|
Expected term (in years)
|
2.86
|
Expected volatility
|
39.0%
|
Risk-free interest rate
|
2.35%
|
Correlation range
|
11.0% to 85.7%
|
|
2017
|
Expected term (in years)
|
2.92
|
Expected volatility
|
42.1%
|
Risk-free interest rate
|
1.51%
|
Correlation range
|
26.8% to 76.0%
|
|
Number of
Shares |
|
Weighted Average
Grant Date Fair Value |
|||
Non-vested at December 31, 2018
|
593,987
|
|
|
$
|
8.06
|
|
Granted
|
446,858
|
|
|
8.22
|
|
|
Forfeited
|
(252,012
|
)
|
|
7.96
|
|
|
Non-vested at December 31, 2019
|
788,833
|
|
|
$
|
8.13
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
United States
|
$
|
(225,653
|
)
|
|
$
|
(85,342
|
)
|
|
$
|
(167,908
|
)
|
Foreign
|
14,118
|
|
|
(8,341
|
)
|
|
81,369
|
|
|||
Loss before income tax expense (benefit)
|
$
|
(211,535
|
)
|
|
$
|
(93,683
|
)
|
|
$
|
(86,539
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. state and local
|
209
|
|
|
7
|
|
|
(15
|
)
|
|||
Foreign
|
21,975
|
|
|
11,677
|
|
|
10,516
|
|
|||
Total current
|
22,184
|
|
|
11,684
|
|
|
10,501
|
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
||||||
U.S. federal
|
444
|
|
|
—
|
|
|
56,621
|
|
|||
U.S. state and local
|
—
|
|
|
—
|
|
|
2,420
|
|
|||
Foreign
|
1,166
|
|
|
(14,634
|
)
|
|
3,376
|
|
|||
Total deferred
|
1,610
|
|
|
(14,634
|
)
|
|
62,417
|
|
|||
Total income tax expense (benefit)
|
$
|
23,794
|
|
|
$
|
(2,950
|
)
|
|
$
|
72,918
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Latin America
|
$
|
8,636
|
|
|
$
|
1,261
|
|
|
$
|
5,469
|
|
West Africa
|
4,688
|
|
|
2,692
|
|
|
3,243
|
|
|||
Middle East
|
5,579
|
|
|
2,249
|
|
|
1,633
|
|
|||
Europe
|
1,096
|
|
|
461
|
|
|
1,348
|
|
|||
Asia Pacific
|
1,525
|
|
|
922
|
|
|
1,388
|
|
|||
Other
|
1,617
|
|
|
(10,542
|
)
|
|
812
|
|
|||
Total foreign income tax expense (benefit)
|
$
|
23,141
|
|
|
$
|
(2,957
|
)
|
|
$
|
13,893
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Income tax expense (benefit) at statutory rate
|
$
|
(44,422
|
)
|
|
$
|
(19,673
|
)
|
|
$
|
(30,289
|
)
|
Branch profits tax
|
(12,129
|
)
|
|
(4,267
|
)
|
|
(4,871
|
)
|
|||
State taxes, net of federal benefit
|
154
|
|
|
(27
|
)
|
|
2,405
|
|
|||
Restricted stock units tax shortfall
|
405
|
|
|
1,025
|
|
|
1,651
|
|
|||
Taxes on foreign earnings at less than the U.S. statutory rate
|
14,427
|
|
|
13,095
|
|
|
(22,464
|
)
|
|||
Effect of tax rate change
|
—
|
|
|
(2,929
|
)
|
|
23,843
|
|
|||
Effect of moving activity to higher tax rate jurisdiction
|
—
|
|
|
(14,620
|
)
|
|
—
|
|
|||
Management fee charged to international operations
|
3,455
|
|
|
1,515
|
|
|
1,213
|
|
|||
Tax effect of TRA derecognition
|
—
|
|
|
—
|
|
|
46,874
|
|
|||
Establishment of valuation allowances
|
37,802
|
|
|
22,892
|
|
|
51,911
|
|
|||
Goodwill impairment
|
25,677
|
|
|
—
|
|
|
—
|
|
|||
Return-to-provision adjustments
|
(524
|
)
|
|
(521
|
)
|
|
3,551
|
|
|||
Foreign tax credit
|
(5,707
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
4,656
|
|
|
560
|
|
|
(906
|
)
|
|||
Total income tax expense (benefit)
|
$
|
23,794
|
|
|
$
|
(2,950
|
)
|
|
$
|
72,918
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Foreign net operating loss
|
$
|
17,121
|
|
|
$
|
13,290
|
|
U.S. net operating loss
|
104,105
|
|
|
76,349
|
|
||
Research and development credit
|
1,016
|
|
|
609
|
|
||
Foreign tax credit carryover
|
422
|
|
|
—
|
|
||
Intangibles
|
9,365
|
|
|
5,933
|
|
||
Inventory
|
2,280
|
|
|
2,350
|
|
||
Property and equipment
|
16,161
|
|
|
14,621
|
|
||
Investment in partnership
|
24,372
|
|
|
23,931
|
|
||
Other
|
1,442
|
|
|
773
|
|
||
Valuation allowance
|
(130,010
|
)
|
|
(84,972
|
)
|
||
Total deferred tax assets
|
46,274
|
|
|
52,884
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Investment in partnership
|
(23,728
|
)
|
|
(27,352
|
)
|
||
Property and equipment
|
(1,253
|
)
|
|
(3,652
|
)
|
||
Goodwill
|
(7,297
|
)
|
|
(7,259
|
)
|
||
Other
|
(329
|
)
|
|
(221
|
)
|
||
Total deferred liabilities
|
(32,607
|
)
|
|
(38,484
|
)
|
||
|
|
|
|
||||
Net deferred tax assets (liabilities)
|
$
|
13,667
|
|
|
$
|
14,400
|
|
Year of Expiration
|
|
U.S. NOLs
|
|
Foreign NOLs
|
|
R&D Credits
|
||||||
|
|
|
|
|
|
|
||||||
2020 - 2024
|
|
$
|
—
|
|
|
$
|
11,598
|
|
|
$
|
—
|
|
2025 - 2029
|
|
—
|
|
|
8,084
|
|
|
—
|
|
|||
2030 - 2038
|
|
196,550
|
|
|
—
|
|
|
1,016
|
|
|||
Does not expire
|
|
174,623
|
|
|
52,746
|
|
|
—
|
|
|||
|
|
$
|
371,173
|
|
|
$
|
72,428
|
|
|
$
|
1,016
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Severance and other costs
|
$
|
9,744
|
|
|
$
|
4,552
|
|
|
$
|
2,697
|
|
Fixed asset impairments and retirements
|
32,916
|
|
|
—
|
|
|
6,454
|
|
|||
Inventory impairments
|
4,471
|
|
|
—
|
|
|
51,181
|
|
|||
Intangible asset impairments
|
3,299
|
|
|
—
|
|
|
—
|
|
|||
Accounts receivable write-off (recovery)
|
—
|
|
|
(4,862
|
)
|
|
15,022
|
|
|||
|
$
|
50,430
|
|
|
$
|
(310
|
)
|
|
$
|
75,354
|
|
|
Tubular Running Services
|
|
Tubulars
|
|
Cementing Equipment
|
|
Corporate
|
|
Total
|
||||||||||
Balance at December 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions for costs expensed
|
3,573
|
|
|
70
|
|
|
2,103
|
|
|
3,998
|
|
|
9,744
|
|
|||||
Severance and other payments
|
(1,593
|
)
|
|
(51
|
)
|
|
(471
|
)
|
|
(1,762
|
)
|
|
(3,877
|
)
|
|||||
Other adjustments
|
20
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
(30
|
)
|
|||||
Balance at December 31, 2019
|
$
|
2,000
|
|
|
$
|
19
|
|
|
$
|
1,632
|
|
|
$
|
2,186
|
|
|
$
|
5,837
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
1,005
|
|
|
$
|
273
|
|
|
$
|
296
|
|
Cash paid (received) for income taxes, net of refunds
|
13,330
|
|
|
1,848
|
|
|
(20,732
|
)
|
|||
|
|
|
|
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
||||||
Change in accruals related to purchases of property, plant and equipment and intangibles
|
$
|
781
|
|
|
$
|
5,910
|
|
|
$
|
5,761
|
|
Insurance premium financed by note payable
|
—
|
|
|
6,798
|
|
|
5,125
|
|
|||
Net transfers from inventory to property, plant and equipment
|
3,190
|
|
|
4,529
|
|
|
4,689
|
|
|
Year Ended December 31, 2019
|
||||||||||||||
|
Tubular Running Services
|
|
Tubulars
|
|
Cementing Equipment
|
|
Consolidated
|
||||||||
United States
|
$
|
147,547
|
|
|
$
|
63,087
|
|
|
$
|
82,538
|
|
|
$
|
293,172
|
|
International
|
252,780
|
|
|
11,600
|
|
|
22,368
|
|
|
286,748
|
|
||||
Total Revenue
|
$
|
400,327
|
|
|
$
|
74,687
|
|
|
$
|
104,906
|
|
|
$
|
579,920
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
Tubular Running Services
|
|
Tubulars
|
|
Cementing Equipment
|
|
Consolidated
|
||||||||
United States
|
$
|
142,262
|
|
|
$
|
66,017
|
|
|
$
|
72,316
|
|
|
$
|
280,595
|
|
International
|
218,783
|
|
|
6,286
|
|
|
16,829
|
|
|
241,898
|
|
||||
Total Revenue
|
$
|
361,045
|
|
|
$
|
72,303
|
|
|
$
|
89,145
|
|
|
$
|
522,493
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
Tubular Running Services
|
|
Tubulars
|
|
Cementing Equipment
|
|
Consolidated
|
||||||||
United States
|
$
|
116,795
|
|
|
$
|
57,882
|
|
|
$
|
70,007
|
|
|
$
|
244,684
|
|
International
|
203,583
|
|
|
5,511
|
|
|
1,017
|
|
|
210,111
|
|
||||
Total Revenue
|
$
|
320,378
|
|
|
$
|
63,393
|
|
|
$
|
71,024
|
|
|
$
|
454,795
|
|
|
|
Year Ended
|
||||||||||
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
|
$
|
293,172
|
|
|
$
|
280,595
|
|
|
$
|
244,684
|
|
Europe/Middle East/Africa
|
|
155,278
|
|
|
127,968
|
|
|
132,768
|
|
|||
Latin America
|
|
72,720
|
|
|
46,553
|
|
|
33,131
|
|
|||
Asia Pacific
|
|
35,909
|
|
|
35,327
|
|
|
26,109
|
|
|||
Other countries
|
|
22,841
|
|
|
32,050
|
|
|
18,103
|
|
|||
Total Revenue
|
|
$
|
579,920
|
|
|
$
|
522,493
|
|
|
$
|
454,795
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
||||||
Tubular Running Services
|
$
|
85,601
|
|
|
$
|
62,515
|
|
|
$
|
39,586
|
|
Tubulars
|
11,575
|
|
|
11,246
|
|
|
3,602
|
|
|||
Cementing Equipment
|
14,089
|
|
|
8,617
|
|
|
6,421
|
|
|||
Corporate (1)
|
(53,744
|
)
|
|
(49,146
|
)
|
|
(43,894
|
)
|
|||
Total
|
57,521
|
|
|
33,232
|
|
|
5,715
|
|
|||
Goodwill impairment
|
(111,108
|
)
|
|
—
|
|
|
—
|
|
|||
Severance and other (charges) credits, net
|
(50,430
|
)
|
|
310
|
|
|
(75,354
|
)
|
|||
Interest income, net
|
2,265
|
|
|
4,243
|
|
|
2,309
|
|
|||
Income tax benefit (expense)
|
(23,794
|
)
|
|
2,950
|
|
|
(72,918
|
)
|
|||
Depreciation and amortization
|
(92,800
|
)
|
|
(111,292
|
)
|
|
(122,102
|
)
|
|||
Gain (loss) on disposal of assets
|
(1,037
|
)
|
|
1,309
|
|
|
2,045
|
|
|||
Foreign currency gain (loss)
|
(2,233
|
)
|
|
(5,675
|
)
|
|
2,075
|
|
|||
TRA related adjustments (2)
|
220
|
|
|
(1,359
|
)
|
|
122,515
|
|
|||
Charges and credits (3)
|
(13,933
|
)
|
|
(14,451
|
)
|
|
(23,742
|
)
|
|||
Net loss
|
$
|
(235,329
|
)
|
|
$
|
(90,733
|
)
|
|
$
|
(159,457
|
)
|
|
|
(1)
|
Includes certain expenses not attributable to a particular segment, such as costs related to support functions and corporate executives.
|
(2)
|
Please see Note 12—Related Party Transactions for further discussion.
|
(3)
|
Comprised of Equity-based compensation expense (2019: $11,280; 2018: $10,621; 2017: $13,862), Mergers and acquisition expense (2019: none; 2018: $58; 2017: $459), Unrealized and realized gains (losses) (2019: $228; 2018: $1,682; 2017: $(2,791)), Investigation-related matters (2019: $3,838; 2018: $5,454; 2017: $6,143) and Other adjustments (2019: $957; 2018: none; 2017: $(487)).
|
|
Tubular Running Services
|
|
Tubulars
|
|
Cementing Equipment
|
|
Corporate
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from external customers
|
$
|
400,327
|
|
|
$
|
74,687
|
|
|
$
|
104,906
|
|
|
$
|
—
|
|
|
$
|
579,920
|
|
Operating income (loss)
|
(3,900
|
)
|
|
7,344
|
|
|
(124,597
|
)
|
|
(91,737
|
)
|
|
(212,890
|
)
|
|||||
Adjusted EBITDA
|
85,601
|
|
|
11,575
|
|
|
14,089
|
|
|
(53,744
|
)
|
|
*
|
||||||
Depreciation and amortization
|
61,036
|
|
|
2,903
|
|
|
16,130
|
|
|
12,731
|
|
|
92,800
|
|
|||||
Purchases of property, plant and equipment and intangibles
|
16,086
|
|
|
2,859
|
|
|
16,374
|
|
|
1,623
|
|
|
36,942
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from external customers
|
$
|
361,045
|
|
|
$
|
72,303
|
|
|
$
|
89,145
|
|
|
$
|
—
|
|
|
$
|
522,493
|
|
Operating income (loss)
|
(16,886
|
)
|
|
7,616
|
|
|
(9,313
|
)
|
|
(74,298
|
)
|
|
(92,881
|
)
|
|||||
Adjusted EBITDA
|
62,515
|
|
|
11,246
|
|
|
8,617
|
|
|
(49,146
|
)
|
|
*
|
||||||
Depreciation and amortization
|
80,009
|
|
|
3,371
|
|
|
16,324
|
|
|
11,588
|
|
|
111,292
|
|
|||||
Purchases of property, plant and equipment and intangibles
|
7,824
|
|
|
1,838
|
|
|
7,583
|
|
|
39,226
|
|
|
56,471
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from external customers
|
$
|
320,378
|
|
|
$
|
63,393
|
|
|
$
|
71,024
|
|
|
$
|
—
|
|
|
$
|
454,795
|
|
Operating loss
|
(72,524
|
)
|
|
(49,902
|
)
|
|
(19,571
|
)
|
|
(72,745
|
)
|
|
(214,742
|
)
|
|||||
Adjusted EBITDA
|
39,586
|
|
|
3,602
|
|
|
6,421
|
|
|
(43,894
|
)
|
|
*
|
||||||
Depreciation and amortization
|
84,219
|
|
|
3,557
|
|
|
22,739
|
|
|
11,587
|
|
|
122,102
|
|
|||||
Purchases of property, plant and equipment and intangibles
|
14,437
|
|
|
362
|
|
|
4,885
|
|
|
2,306
|
|
|
21,990
|
|
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Long-Lived Assets (PP&E)
|
|
|
|
||||
Tubular Running Services
|
$
|
132,626
|
|
|
$
|
202,874
|
|
Tubulars
|
15,162
|
|
|
12,921
|
|
||
Cementing Equipment
|
34,184
|
|
|
27,509
|
|
||
Corporate and shared assets
|
146,460
|
|
|
173,186
|
|
||
Total
|
$
|
328,432
|
|
|
$
|
416,490
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Long-Lived Assets (PP&E)
|
|
|
|
||||
United States
|
$
|
207,227
|
|
|
$
|
272,476
|
|
International
|
121,205
|
|
|
144,014
|
|
||
|
$
|
328,432
|
|
|
$
|
416,490
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
||||||||||
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Total
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
144,408
|
|
|
$
|
155,654
|
|
|
$
|
140,417
|
|
|
$
|
139,441
|
|
|
$
|
579,920
|
|
Gross profit (1)
|
19,102
|
|
|
25,062
|
|
|
20,825
|
|
|
16,357
|
|
|
81,346
|
|
|||||
Operating loss (2)
|
(20,294
|
)
|
|
(12,514
|
)
|
|
(14,803
|
)
|
|
(165,279
|
)
|
|
(212,890
|
)
|
|||||
Net loss
|
(28,287
|
)
|
|
(15,160
|
)
|
|
(23,789
|
)
|
|
(168,093
|
)
|
|
(235,329
|
)
|
|||||
Loss per common share: (3)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
$
|
(0.13
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
(1.05
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
115,569
|
|
|
$
|
132,085
|
|
|
$
|
128,986
|
|
|
$
|
145,853
|
|
|
$
|
522,493
|
|
Gross profit (1)
|
2,262
|
|
|
13,766
|
|
|
12,594
|
|
|
17,174
|
|
|
45,796
|
|
|||||
Operating loss
|
(34,907
|
)
|
|
(23,782
|
)
|
|
(13,591
|
)
|
|
(20,601
|
)
|
|
(92,881
|
)
|
|||||
Net loss
|
(42,073
|
)
|
|
(25,763
|
)
|
|
(6,999
|
)
|
|
(15,898
|
)
|
|
(90,733
|
)
|
|||||
Loss per common share: (3)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
$
|
(0.19
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.41
|
)
|
|
|
(1)
|
Gross profit is defined as total revenue less cost of revenue less depreciation and amortization attributed to cost of revenue.
|
(2)
|
Fourth quarter 2019 includes a goodwill impairment charge of $111.1 million, fixed asset impairment charges of $28.8 million, inventory impairments of $4.2 million and intangible asset impairments of $3.3 million. Please see Note 1—Basis of Presentation and Significant Accounting Policies and Note 18—Severance and Other Charges (Credits), net for additional details.
|
(3)
|
The sum of the individual quarterly income (losses) per share amounts may not agree with year-to-date net income (loss) per common share as each quarterly computation is based on the weighted average number of common shares outstanding during that period.
|
3.1
|
|
*4.1
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
†10.5
|
|
†10.6
|
|
†10.7
|
|
†10.8
|
|
†10.9
|
|
†10.10
|
|
†10.11
|
|
†10.12
|
|
†10.13
|
|
†10.14
|
|
†10.15
|
|
†10.16
|
|
†10.17
|
|
†10.18
|
|
†10.19
|
|
†10.20
|
|
†10.21
|
†10.22
|
|
†10.23
|
|
†10.24
|
|
*†10.25
|
|
†10.26
|
|
*†10.27
|
|
†10.28
|
|
†10.29
|
|
†10.30
|
|
†10.31
|
|
†10.32
|
|
†10.33
|
|
†10.34
|
|
†10.35
|
|
†10.36
|
|
†10.37
|
|
†10.38
|
|
†10.39
|
|
†10.40
|
†10.41
|
|
†10.42
|
|
†10.43
|
|
†10.44
|
|
†10.45
|
|
†10.46
|
|
†10.47
|
|
†10.48
|
|
10.49
|
|
10.50
|
|
10.51
|
|
10.52
|
|
10.53
|
|
10.54
|
|
†10.55
|
|
*21.1
|
|
*23.1
|
|
*23.2
|
|
*31.1
|
*31.2
|
|
**32.1
|
|
**32.2
|
|
*101.1
|
The following materials from Frank’s International N.V.’s Annual Report on Form 10-K for the year ended December 31, 2019 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Loss; (iv) Consolidated Statements of Stockholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
|
*104.1
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
|
|
†
|
Represents management contract or compensatory plan or arrangement.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
FRANK’S INTERNATIONAL N.V.
|
|||||||||||||||||||
Schedule II - Valuation and Qualifying Accounts
|
|||||||||||||||||||
(In thousands)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance at
Beginning of
Period
|
|
Additions /
Charged to
Expense
|
|
Deductions
|
|
Other
|
|
Balance at
End of
Period
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
3,925
|
|
|
$
|
2,047
|
|
|
$
|
(843
|
)
|
|
$
|
—
|
|
|
$
|
5,129
|
|
Allowance for excess and obsolete inventory
|
22,624
|
|
|
1,677
|
|
|
(5,839
|
)
|
|
310
|
|
|
18,772
|
|
|||||
Allowance for deferred tax assets
|
84,972
|
|
|
45,038
|
|
|
—
|
|
|
—
|
|
|
130,010
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
4,777
|
|
|
$
|
348
|
|
|
$
|
(1,200
|
)
|
|
$
|
—
|
|
|
$
|
3,925
|
|
Allowance for excess and obsolete inventory
|
21,584
|
|
|
1,800
|
|
|
(760
|
)
|
|
—
|
|
|
22,624
|
|
|||||
Allowance for deferred tax assets
|
60,524
|
|
|
24,448
|
|
|
—
|
|
|
—
|
|
|
84,972
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
14,337
|
|
|
$
|
346
|
|
|
$
|
(9,725
|
)
|
|
$
|
(181
|
)
|
|
$
|
4,777
|
|
Allowance for excess and obsolete inventory
|
4,626
|
|
|
19,727
|
|
|
(2,769
|
)
|
|
—
|
|
|
21,584
|
|
|||||
Allowance for deferred tax assets
|
5,442
|
|
|
56,207
|
|
|
(1,125
|
)
|
|
—
|
|
|
60,524
|
|
|
|
|
By:
|
Frank’s International N.V.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
February 25, 2020
|
|
By:
|
/s/ Melissa Cougle
|
|
|
|
|
Melissa Cougle
|
|
|
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Michael C. Kearney
|
|
Chairman, President and Chief Executive Officer
|
Michael C. Kearney
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Melissa Cougle
|
|
Senior Vice President and Chief Financial Officer
|
Melissa Cougle
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ William B. Berry
|
|
Supervisory Lead Director
|
William B. Berry
|
|
|
|
|
|
/s/ Robert W. Drummond
|
|
Supervisory Director
|
Robert W. Drummond
|
|
|
|
|
|
/s/ Michael E. McMahon
|
|
Supervisory Director
|
Michael E. McMahon
|
|
|
|
|
|
/s/ D. Keith Mosing
|
|
Supervisory Director
|
D. Keith Mosing
|
|
|
|
|
|
/s/ Kirkland D. Mosing
|
|
Supervisory Director
|
Kirkland D. Mosing
|
|
|
|
|
|
/s/ S. Brent Mosing
|
|
Supervisory Director
|
S. Brent Mosing
|
|
|
|
|
|
/s/ Melanie M. Trent
|
|
Supervisory Director
|
Melanie M. Trent
|
|
|
|
|
|
/s/ Alexander Vriesendorp
|
|
Supervisory Director
|
Alexander Vriesendorp
|
|
|
•
|
our management board, subject to the approval of our supervisory board, will be designated to issue shares and grant rights to subscribe for shares of common stock, up to the amount of our authorized capital stock and to limit or exclude pre-emptive rights on shares, both for a period of five years from May 19, 2017; and
|
•
|
shareholder action by written consent will not be permitted, thereby requiring all shareholder actions to be taken at a general meeting of shareholders.
|
Location
|
Unit
|
Job Title
|
Age
|
Number Selected
|
Number Not Selected
|
Houston
|
Business Unit Presidents
|
President, Blackhawk Specialty Tools
|
43
|
1
|
|
Houston
|
Business Unit Presidents
|
President, Tubular Running Services
|
52
|
|
1
|
Houston
|
Business Unit Presidents
|
President, Tubulars
|
61
|
|
1
|
Entity
|
|
Jurisdiction
|
|
|
|
Blackhawk Specialty Tools, LLC
|
|
Texas, USA
|
Blackhawk Specialty Tools de Mexico S. de RL de C.V.
|
|
Mexico
|
FI Oilfield Services Canada ULC
|
|
Alberta, Canada
|
Frank's Canada Holding B.V.
|
|
The Netherlands
|
Frank's Eiendom AS
|
|
Norway
|
Frank’s International Asset Management, Inc
|
|
Texas, USA
|
Frank's International (BVI) Limited
|
|
British Virgin Islands
|
Frank's International (Bermuda) Ltd
|
|
Bermuda
|
Frank's International (Gibraltar) Limited
|
|
Gibraltar
|
Frank's International Americas B.V.
|
|
The Netherlands
|
Frank's International A.S.
|
|
Norway
|
Frank's International Brasil Ltda.
|
|
Brazil
|
Frank's International C.V.
|
|
The Netherlands
|
Frank's International Coöperatief U.A.
|
|
The Netherlands
|
Frank’s International GP, LLC
|
|
Delaware, USA
|
Frank’s International Guyana, Inc.
|
|
Guyana
|
Frank’s International Hungary Kft.
|
|
Hungary
|
Frank's International ITL, Ltd.
|
|
British Virgin Islands
|
Frank's International Limited
|
|
United Kingdom
|
Frank's International LP B.V.
|
|
The Netherlands
|
Frank's International Middle East (BVI) Ltd
|
|
British Virgin Islands
|
Frank's International Middle East FZCO
|
|
United Arab Emirates
|
Frank's International Operations B.V.
|
|
The Netherlands
|
Frank's International Trinidad Unlimited
|
|
Trinidad
|
Frank's International Tubular Products Ltd
|
|
British Virgin Islands
|
Frank's International West Africa (B.V.I.) Limited
|
|
British Virgin Islands
|
Frank's International, LLC
|
|
Texas, USA
|
Frank's Logistics Singapore Pte Ltd
|
|
Singapore
|
Frank's Oilfield Services (Aust) Pty Ltd
|
|
Australia
|
Frank's Rawabi (S.A.) Limited
|
|
Saudi Arabia
|
Integrated Services (Intl) Limited
|
|
United Kingdom
|
Oilfield Equipment Rentals B.V.
|
|
The Netherlands
|
Oilfield Equipment Rentals Limited
|
|
Ireland
|
Oilfield Equipment Rentals Limited
|
|
United Arab Emirates
|
1.
|
I have reviewed this Annual Report on Form 10-K (this “report”) of Frank’s International N.V. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this Annual Report on Form 10-K (this “report”) of Frank’s International N.V. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 25, 2020
|
|
/s/ Michael C. Kearney
|
|
|
|
Michael C. Kearney
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 25, 2020
|
|
/s/ Melissa Cougle
|
|
|
|
Melissa Cougle
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|