Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, 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 and includes those policies and procedures that:
Management has designed its internal control over financial reporting 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive officers and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management has concluded that our internal control over financial reporting was effective as of December 31, 2019.
PricewaterhouseCoopers LLP, the independent registered public accounting firm, who audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting, as stated in their report which appears herein.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
Dril-Quip, Inc., a Delaware corporation (the “Company” or “Dril-Quip”), designs, manufactures, sells and services highly engineered drilling and production equipment that is well suited primarily for use in deepwater, harsh environment and severe service applications. The Company’s principal products consist of subsea and surface wellheads, subsea and surface production trees, subsea control systems and manifolds, mudline hanger systems, specialty connectors and associated pipe, drilling and production riser systems, liner hangers, wellhead connectors, diverters and safety valves. Dril-Quip’s products are used by major integrated, large independent and foreign national oil and gas companies and drilling contractors throughout the world. Dril-Quip also provides technical advisory assistance on an as-requested basis during installation of its products, as well as rework and reconditioning services for customer-owned Dril-Quip products. In addition, Dril-Quip’s customers may rent or purchase running tools from the Company for use in the installation and retrieval of the Company’s products.
The Company’s operations are organized into three geographic segments—Western Hemisphere (including North and South America; headquartered in Houston, Texas), Eastern Hemisphere (including Europe and Africa; headquartered in Aberdeen, Scotland) and Asia Pacific (including the Pacific Rim, Southeast Asia, Australia, India and the Middle East; headquartered in Singapore). Each of these segments sells similar products and services, and the Company has major manufacturing facilities in all three of its regional headquarter locations as well as in Macae, Brazil. The Company’s major subsidiaries are Dril-Quip (Europe) Limited, located in Aberdeen with branches in Azerbaijan, Denmark, Norway and Holland; Dril-Quip Asia Pacific PTE Ltd., located in Singapore; and Dril-Quip do Brasil LTDA, located in Macae, Brazil. Other operating subsidiaries include TIW Corporation (TIW) and Honing, Inc., both located in Houston, Texas; DQ Holdings Pty. Ltd., located in Perth, Australia; Dril-Quip Cross (Ghana) Ltd., located in Takoradi, Ghana; PT DQ Oilfield Services Indonesia, located in Jakarta, Indonesia; Dril-Quip (Nigeria) Ltd., located in Port Harcourt, Nigeria; Dril-Quip Egypt for Petroleum Services S.A.E., located in Alexandria, Egypt; Dril-Quip TIW Saudi Arabia Limited, located in Dammam, Kingdom of Saudi Arabia; Dril-Quip Oilfield Services (Tianjin) Co. Ltd., located in Tianjin, China, with branches in Shenzhen and Beijing, China; Dril-Quip Qatar LLC, located in Doha, Qatar; Dril-Quip TIW Mexico S.A. de C.V., located in Villahermosa, Mexico; TIW de Venezuela S.A., located in Anaco, Venezuela and with a registered branch located in Shushufindi, Ecuador; TIW (UK) Limited, located in Aberdeen, Scotland; TIW Hungary LLC, located in Szolnok, Hungary; and TIW International LLC, with a registered branch located in Singapore. For a listing of all of Dril-Quip's subsidiaries, please see Exhibit 21.1 to this report.
2. Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated.
Certain prior year amounts have been reclassified to conform to the current year presentation on the consolidated statements of income (loss), consolidated balance sheets and the consolidated statements of cash flows.
Reclassifications. As a result of our global business transformation, certain prior period amounts have been reclassified to conform to the current period presentation as it related to product engineering and quality assurance cost. We reclassified approximately $19.1 million of engineering cost from our engineering and product development cost and approximately $2.9 million of quality assurance cost from selling, general and administrative to product cost of sales during the twelve months ended December 31, 2018. We reclassified approximately $22.2 million of engineering cost from our engineering and product development cost and approximately $2.7 million of quality assurance cost from selling, general and administrative to product cost of sales during the twelve months ended December 31, 2017. These reclassifications did not have an impact on our Condensed Consolidated Statements of Income (Loss), Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Comprehensive Income (Loss), Condensed Consolidated Statements of Stockholders’ Equity and Condensed Consolidated Statements of Cash Flows.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Some of the Company’s more significant estimates are those affected by critical accounting policies for revenue recognition and slow moving and excess inventories.
51
Table of Contents
Cash and Cash Equivalents
Short-term investments that have a maturity of three months or less from the date of purchase are classified as cash equivalents. The Company invests excess cash in interest bearing accounts, money market mutual funds and funds which invest in U.S. Treasury obligations and repurchase agreements backed by U.S. Treasury obligations. The Company’s investment objectives continue to be the preservation of capital and the maintenance of liquidity.
Trade Receivables
The Company maintains an allowance for doubtful accounts on trade receivables equal to amounts estimated to be uncollectible. This estimate is based upon historical collection experience combined with a specific review of each customer’s outstanding trade receivable balance. The allowance estimate includes expected recoveries of amounts previously written off and expected to be written off in the valuation account. Management believes that the allowance for doubtful accounts is adequate; however, actual write-offs may exceed the recorded allowance.
Inventories
Inventory costs are determined principally by the use of the first-in, first-out (FIFO) costing method and are stated at the lower of cost or net realizable value. Company manufactured inventory is valued principally using standard costs, which are calculated based upon direct costs incurred and overhead allocations and approximate actual costs. Inventory purchased from third-party vendors is principally valued at the weighted average cost.
Inventory Reserves
Periodically, obsolescence reviews are performed on slow moving and excess inventories and reserves are established based on current assessments about future demands and market conditions. The Company determines the reserve percentages based on an analysis of stocking levels, historical sales levels and future sales forecasts anticipated for inventory items by product type. The inventory values have been reduced by a reserve for slow moving and excess inventories of $71.0 million and $108.6 million as of December 31, 2019 and 2018, respectively. If market conditions are less favorable than those projected by management, additional inventory reserves may be required.
Property, Plant and Equipment
Property, plant and equipment are carried at cost, with depreciation provided on a straight-line basis over their estimated useful lives. We capitalize costs incurred to enhance, improve and extend the useful lives of our property and equipment and expense costs incurred to repair and maintain the existing condition of our assets.
Goodwill and intangible assets
For goodwill and intangible assets, an assessment for impairment is performed annually or when there is an indication an impairment may have occurred. Goodwill is not amortized but rather tested for impairment annually on October 1 or when events occur or circumstances change that would trigger such a review. The impairment test entails an assessment of qualitative factors to determine whether it is more likely than not that an impairment exists. If it is more likely than not that an impairment exists, then a quantitative impairment test is performed. Impairment exists when the carrying amount of a reporting unit exceeds its fair value. We complete our annual impairment test for goodwill and other intangibles using an assessment date of October 1. In 2019, we performed an analysis of our goodwill and as a result of our qualitative assessment no impairment was recorded. Goodwill is reviewed for impairment by comparing the carrying value of each of our reporting unit’s net assets, including allocated goodwill, to the estimated fair value of the reporting unit. We determine the fair value of our reporting units using a discounted cash flow approach. We selected this valuation approach because we believe it, combined with our best judgment regarding underlying assumptions and estimates, provides the best estimate of fair value for each of our reporting units. Determining the fair value of a reporting unit requires the use of estimates and assumptions. Such estimates and assumptions include revenue growth rates, future operating margins, the weighted average cost of capital ("discount rates"), a terminal growth value and future market conditions, among others. We believe that the estimates and assumptions used in our impairment assessments are reasonable. If the reporting unit’s carrying value is greater than its calculated fair value, we recognize a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds its fair value.
Impairment of Long-Lived Assets
Long-lived assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to be generated by the asset, an impairment charge is recognized by reflecting the asset at its fair value. We review the recoverability of the carrying value of our assets based upon estimated future cash flows while taking into consideration assumptions and estimates, including the future use of the asset, remaining useful life of the asset and service potential of the asset. Additionally, inventories are valued at the lower of cost or net realizable value.
52
Table of Contents
Restructuring costs and other charges
As a result of unfavorable market conditions, combined with the impact of decreased capital expenditure budgets within the industry driven by sustained low oil prices, we announced a cost reduction plan primarily focused on workforce reductions and the reorganization of certain facilities in the second quarter of 2018. During 2019, we incurred approximately $4.4 million of expenses primarily associated with professional fees related to our strategic restructuring and approximately $1.1 million in severance payout to our former Chief Operating Officer, pursuant to a separation agreement entered into with him during the first quarter of 2019. We incurred restructuring and other charges associated with the cost reduction plan of $60.0 million during the year ended December 31, 2018. There were no costs incurred for employee termination benefits during the year ended December 31, 2019 and approximately $7.3 million of costs related to employee termination benefits were incurred during the year ended December 31, 2018. Additionally, in 2018, we incurred non-cash inventory and long-lived asset write-downs of approximately $32.1 million and $14.9 million, respectively, as a result of expected changes in our business structure and where specific products are manufactured. In 2018, there were other charges incurred of approximately $5.7 million related to professional fees for consulting services for the strategic planning and implementation efforts. These charges are reflected as "Impairment, restructuring and other charges" in our consolidated statement of operations. We did not incur restructuring charges during the year ended December 31, 2017.
For the year ended December 31, 2018, we recorded an impairment charge of $38.6 million for the fourth quarter of 2018 as a result of our updated assessment of current market conditions and restructuring efforts. For further information, see Note 8, “Goodwill.”
Income Taxes
The Company accounts for income taxes using the asset and liability method. Current income taxes are provided on income reported for financial statement purposes, adjusted for transactions that do not enter into the computation of income taxes payable in the same year. Deferred tax assets and liabilities are measured using enacted tax rates for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts that are expected more likely than not to be realized in the future. The Company classifies interest and penalties related to uncertain tax positions as income taxes in its financial statements.
Revenue Recognition
Product revenues
The Company recognizes product revenues from two methods:
|
•
|
product revenues are recognized over time as control is transferred to the customer; and
|
|
•
|
product revenues from the sale of products that do not qualify for the over time method are recognized as point in time.
|
Revenues recognized under the over time method
The Company uses the over time method on long-term project contracts that have the following characteristics:
|
•
|
the contracts call for products which are designed to customer specifications;
|
|
•
|
the structural designs are unique and require significant engineering and manufacturing efforts generally requiring more than one year in duration;
|
|
•
|
the contracts contain specific terms as to milestones, progress billings and delivery dates;
|
|
•
|
product requirements cannot be filled directly from the Company’s standard inventory; and
|
|
•
|
The Company has an enforceable right to payment for any work completed to date and the enforceable payment includes a reasonable profit margin.
|
For each project, the Company prepares a detailed analysis of estimated costs, profit margin, completion date and risk factors which include availability of material, production efficiencies and other factors that may impact the project. On a quarterly basis, management reviews the progress of each project, which may result in revisions of previous estimates, including revenue recognition. The Company calculates the percentage complete and applies the percentage to determine the revenues earned and the appropriate portion of total estimated costs to be recognized. Losses, if any, are recorded in full in the period they become known. Historically, the Company’s estimates of total costs and costs to complete have approximated actual costs incurred to complete the project.
Under the over time method, billings may not correlate directly to the revenue recognized. Based upon the terms of the specific contract, billings may be in excess of the revenue recognized, in which case the amounts are included in customer prepayments as a liability on the Consolidated Balance Sheets. Likewise, revenue recognized may exceed customer billings in which case the amounts are reported in trade receivables. Unbilled revenues are expected to be billed and collected within one year. At December 31, 2019 and 2018, unbilled receivables included $83.2 million and $57.0 million of unbilled receivables related to products accounted for using over time method of accounting, respectively. For the year ended December 31, 2019, there were 36 projects representing approximately 20.5% of the Company’s total revenues and approximately 28.0% of its product revenues, and 22 projects during 2018
53
Table of Contents
representing approximately 16.0% of the Company’s total revenues and approximately 23.0% of its product revenues, which were accounted for using over time method of accounting.
Revenues recognized under the point in time method
Revenues from the sale of standard inventory products, not accounted for under the over time method, are recorded at the point in time that the customer obtains control of the promised asset and the Company satisfies its performance obligation. This point in time recognition aligns with the time of shipment, which is when the Company typically has a present right to payment, title transfers to the customer, the customer or its carrier has physical possession and the customer has significant risks and rewards of ownership. The Company may provide product storage to some customers. Revenues for these products are recognized at the point in time that control of the product transfers to the customer, the reason for storage is requested by the customer, the product is separately identified, the product is ready for physical transfer to the customer and the Company does not have the ability to use or direct the use of the product. This point in time typically occurs when the products are moved to storage. We receive payment after control of the products has transferred to the customer.
Service revenues
The Company recognizes service revenues from two sources:
|
•
|
technical advisory assistance; and
|
|
•
|
rework and reconditioning of customer-owned Dril-Quip products.
|
The Company generally does not install products for its customers, but it does provide technical advisory assistance.
The Company normally negotiates contracts for products, including those accounted for under the over time method, and services separately. For all product sales, it is the customer’s decision as to the timing of the product installation as well as whether Dril-Quip running tools will be purchased or rented. Furthermore, the customer is under no obligation to utilize the Company’s technical advisory assistance services. The customer may use a third party or their own personnel. The contracts for these services are typically considered day-to-day.
Rework and reconditioning service revenues are recorded using the over time method based on the remaining steps that need to be completed as the refurbishment process is performed. The measurement of progress considers, among other things, the time necessary for completion of each step in the reconditioning plan, the materials to be purchased, labor and ordering procedures. We receive payment after the services have been performed by billing customers periodically (typically monthly).
Lease revenues
The Company earns lease revenues from the rental of running tools. Rental revenues are recognized within leasing revenues on a over the lease term.
Practical Expedients
As permitted under Accounting Standards Update (ASU) 2016-02 “Leases (Topic 842),” we elected the package of practical expedients permitted under the transition guidance which, among other things, allows companies to carry forward their historical lease classification.
Foreign Currency
The financial statements of foreign subsidiaries are translated into U.S. dollars at period-end exchange rates except for revenues and expenses, which are translated at average monthly rates. Translation adjustments are reflected as a separate component of stockholders’ equity and have no effect on current earnings or cash flows.
Foreign currency exchange transactions are recorded using the exchange rate at the date of the settlement. The Company had, net of income taxes, a transaction gain of $1.3 million in 2019, a transaction gain of $0.8 million in 2018 and a transaction loss of $12.7 million in 2017. These amounts are included in selling, general and administrative costs in the Consolidated Statements of Income on a pre-tax basis.
Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, receivables and payables. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature.
Concentration of Credit Risk
Financial instruments which subject the Company to concentrations of credit risk primarily include trade receivables. The Company grants credit to its customers, which operate primarily in the oil and gas industry. The Company performs periodic credit
54
Table of Contents
evaluations of its customers’ financial condition and generally does not require collateral. The Company maintains reserves for potential losses, and actual losses have historically been within management’s expectations.
In addition, the Company invests excess cash in interest bearing accounts, money market mutual funds and funds which invest in obligations of the U.S. Treasury and repurchase agreements backed by U.S. Treasury obligations. Changes in the financial markets and interest rates could affect the interest earned on short-term investments.
Earnings Per Share
Basic earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed considering the dilutive effect of stock options and awards using the treasury stock method.
3. New Accounting Standards
In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12 “Income Taxes (Topic 740).” Topic 740 is effective for fiscal years and interim periods beginning after December 15, 2020. This update simplifies the accounting for income taxes by removing certain exceptions such as the exception to the incremental approach for intraperiod tax allocation, the exception to the requirement to recognize a deferred tax liability for equity method investments, the exception to the ability not to recognize a deferred tax liability for a foreign subsidiary and the exception to the general methodology for calculating income taxes in an interim period. We are currently in the process of assessing the impact of this guidance on our financial position, results of operations or cash flows.
In November 2019, the FASB issued Accounting Standards Update (ASU) 2019-10 “Financial Instruments – Credit Losses (Topic 326).” Topic 326 is effective for fiscal years and interim periods beginning after December 15, 2019. This update also amends the mandatory effective date for the elimination of Step 2 from the goodwill impairment test (Accounting Standards Update No. 2017-.04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. These amendments align the mandatory effective dates for goodwill with those for Credit Losses. The adoption of ASU 2019-10 did not have a material impact on our financial position, results of operations or cash flows.
In April 2019, the FASB issued ASU 2019-04 “Codification Improvements to Financial Instruments – Credit Losses (Topic 326).” The new standard clarifies certain aspects of accounting for credit losses, hedging activities and financial instruments (addressed by ASUs 2016-13, 2017-12, and 2016-01, respectively). The standard is effective for fiscal periods beginning after December 15, 2019, including interim periods within those fiscal years. We early adopted as of October 1, 2019, and the result of adoption did not have a material impact on our financial position, results of operations or cash flows.
In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” The new standard requires lessees to recognize lease assets (right of use) and lease obligations (lease liability) for leases previously classified as operating leases under generally accepted accounting principles on the balance sheet for leases with terms in excess of 12 months. The standard is effective for fiscal periods beginning after December 15, 2018, including interim periods within those fiscal years. Please see Note 10, “Leases and Lease Commitments,” for a discussion of the impact related to the adoption of this standard
Adoption of ASC Topic 606, “Revenue from Contracts with Customers”
In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606).” On January 1, 2018, we adopted the new accounting standard ASC 606 and all the related amendments (the "new revenue standard”) for contracts that are not completed at the date of initial application using the modified retrospective method.
We recognized the cumulative effect of the initial application of the new revenue standard as an increase to the opening balance of retained earnings at January 1, 2018 for $1.7 million . Therefore, the comparative information for prior periods has not been restated and continues to be reported under the accounting standards in effect for those periods.
A majority of the Company's revenues are not subject to the new revenue standard. The adoption of ASC 606 resulted in a decrease of approximately $1.6 million in our results from operations for the year ended December 31, 2018 and did not have a material impact on the Company's consolidated financial position, results of operations, equity or cash flows. A majority of our product revenues continues to be recognized when products are shipped from our facilities.
55
Table of Contents
4. Revenue Recognition
Revenues from contracts with customers (excludes leasing) consisted of the following:
|
|
Twelve Months Ended
|
|
|
|
December 31, 2019
|
|
|
|
Western
Hemisphere
|
|
|
Eastern
Hemisphere
|
|
|
Asia-
Pacific
|
|
|
Total
|
|
|
|
(In thousands)
|
|
Product Revenues
|
|
$
|
162,067
|
|
|
$
|
86,057
|
|
|
$
|
55,155
|
|
|
$
|
303,279
|
|
Service Revenues
|
|
|
42,694
|
|
|
|
18,509
|
|
|
|
10,815
|
|
|
|
72,018
|
|
Total
|
|
$
|
204,761
|
|
|
$
|
104,566
|
|
|
$
|
65,970
|
|
|
$
|
375,297
|
|
Contract Balances
Balances related to contracts with customers consisted of the following:
Contract Assets (amounts shown in thousands)
Contract Assets at December 31, 2018
|
|
$
|
83,188
|
|
Additions
|
|
|
88,144
|
|
Transfers to Accounts Receivable
|
|
|
(35,000
|
)
|
Contract Assets at December 31, 2019
|
|
$
|
136,332
|
|
Contract Liabilities (amounts shown in thousands)
Contract Liabilities at December 31, 2018
|
|
$
|
9,648
|
|
Additions
|
|
|
109,249
|
|
Revenue Recognized
|
|
|
(111,996
|
)
|
Contract Liabilities at December 31, 2019
|
|
$
|
6,901
|
|
Contract asset receivables were $136.3 million and $83.2 million for the years ended December 31, 2019 and 2018, respectively. Contract assets include unbilled accounts receivable associated with contracts accounted for under the over time accounting method which were approximately $83.2 million and $57.0 million at December 31, 2019 and 2018, respectively. Unbilled contract assets are transferred to the trade receivables, net, when the rights become unconditional. The contract liabilities primarily relate to advance payments from customers.
Obligations for returns and refunds were considered immaterial as of December 31, 2019.
Remaining Performance Obligations
The aggregate amount of the transaction price allocated to remaining performance obligations from our over time product lines was $111.1 million as of December 31, 2019. The Company expects to recognize revenue on approximately 65.8% of the remaining performance obligations over the next 12 months and the remaining 34.2% thereafter.
The Company applies the practical expedient available under the new revenue standard and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
5. Inventories, net
Inventories consist of the following:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands)
|
|
Raw materials and supplies
|
|
$
|
46,282
|
|
|
$
|
55,878
|
|
Work in progress
|
|
|
54,171
|
|
|
|
51,251
|
|
Finished goods
|
|
|
175,629
|
|
|
|
192,632
|
|
|
|
|
276,082
|
|
|
|
299,761
|
|
Less: allowance for slow moving and excess inventory
|
|
|
(71,020
|
)
|
|
|
(108,567
|
)
|
Total inventory
|
|
$
|
205,062
|
|
|
$
|
191,194
|
|
56
Table of Contents
6. Property, Plant and Equipment, net
Property, plant and equipment consists of:
|
|
Estimated Useful
|
|
December 31,
|
|
|
|
Lives
|
|
2019
|
|
|
2018
|
|
|
|
|
|
(In thousands)
|
|
Land improvements
|
|
10-25 years
|
|
$
|
7,790
|
|
|
$
|
7,774
|
|
Buildings
|
|
15-40 years
|
|
|
213,705
|
|
|
|
212,501
|
|
Machinery, equipment and other
|
|
3-10 years
|
|
|
382,837
|
|
|
|
375,240
|
|
|
|
|
|
|
604,332
|
|
|
|
595,515
|
|
Less accumulated depreciation
|
|
|
|
|
(371,365
|
)
|
|
|
(349,701
|
)
|
|
|
|
|
|
232,967
|
|
|
|
245,814
|
|
Land
|
|
|
|
|
12,550
|
|
|
|
12,524
|
|
Construction work in process
|
|
|
|
|
12,980
|
|
|
|
15,785
|
|
Total property, plant and equipment
|
|
|
|
$
|
258,497
|
|
|
$
|
274,123
|
|
Depreciation expense totaled $31.0 million, $32.8 million and $38.6 million for 2019, 2018 and 2017, respectively.
7. Impairment, Restructuring and Other Charges
Restructuring Charges
During 2019, we incurred approximately $4.4 million of expenses primarily associated with professional fees related to our strategic restructuring and approximately $1.1 million in severance payout to our former Chief Operating Officer, pursuant to a separation agreement entered into with him during the first quarter of 2019.
As a result of unfavorable market conditions, including lower commodity prices, the decline in expected offshore rig counts, decreases in our customers’ capital budgets and potential delays associated with certain of our long term projects, as well as the decline in our stock price in December 2018 which resulted in our market capitalization decreasing to below the carrying value of our assets, we announced a cost reduction plan primarily focused on workforce reductions and the reorganization of certain facilities in the second quarter of 2018. In conjunction with the strategic review, the Company adjusted its forecast for recovery to reflect a more delayed recovery in the offshore industry, with pre-downturn demand not returning until after 2025. We incurred restructuring and other charges associated with the cost reduction plan of $60.0 million during the year ended December 31, 2018. Costs incurred for employee termination benefits during the year ended December 31, 2018 were $7.3 million. Additionally, we incurred non-cash inventory and long-lived asset write-downs of approximately $32.1 million and $14.9 million, respectively, as a result of changes in our business structure and where specific products are manufactured. Remaining costs incurred of approximately $5.7 million related to professional fees for consulting services for the strategic planning and implementation efforts. These charges are reflected as "Impairment, restructuring and other charges" in our consolidated statement of operations. We did not incur restructuring charges during the year ended December 31, 2017.
2019 Impairment Charge
There were no impairment of goodwill, inventory or long-lived assets during the year ended December 31, 2019.
2018 Impairment Charge
For the year ended December 31, 2018, we recorded an impairment charge of $38.6 million for the fourth quarter of 2018 as a result of our updated assessment of current market conditions and restructuring efforts. For further information, see Note 8, “Goodwill.”
2017 Impairment of Inventory and Long-lived Assets
In connection with our preparation and review of financial statements for the year ended December 31, 2017, after considering current Brent crude (Brent) consensus forecasts and expected rig counts for the foreseeable future, we determined the carrying amount of certain of our long-lived assets in the Western Hemisphere exceeded the fair values of such assets due to projected declines in asset utilization and that the cost of some of our worldwide inventory exceeded its market value. As a result, we recorded corresponding impairments and other charges. Primarily as a result of the factors described above, we recorded charges of approximately $33.6 million related to inventory and $27.4 million related to fixed assets.
57
Table of Contents
8. Goodwill
We recorded an impairment charge of $38.6 million for the fourth quarter of 2018, as discussed below. There was no impairment of goodwill during the twelve months ended December 31, 2019. The changes in the carrying amount of goodwill by reporting unit during the years ended December 31, 2019 and 2018 were as follows:
|
|
Carrying Value
January 1, 2019
|
|
|
Foreign Currency
Translation
|
|
|
Impairments
|
|
|
Carrying Value
December 31, 2019
|
|
|
|
(In thousands)
|
|
Western Hemisphere
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Eastern Hemisphere
|
|
|
7,714
|
|
|
|
233
|
|
|
|
-
|
|
|
|
7,947
|
|
Asia Pacific
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
7,714
|
|
|
$
|
233
|
|
|
$
|
-
|
|
|
$
|
7,947
|
|
|
|
Carrying Value
January 1, 2018
|
|
|
Foreign Currency
Translation
|
|
|
Impairments
|
|
|
Carrying Value
December 31, 2018
|
|
|
|
(In thousands)
|
|
Western Hemisphere
|
|
$
|
39,158
|
|
|
$
|
(599
|
)
|
|
$
|
(38,559
|
)
|
|
$
|
-
|
|
Eastern Hemisphere
|
|
|
8,466
|
|
|
|
(752
|
)
|
|
|
-
|
|
|
|
7,714
|
|
Asia Pacific
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
47,624
|
|
|
$
|
(1,351
|
)
|
|
$
|
(38,559
|
)
|
|
$
|
7,714
|
|
At October 1, 2019, the Company performed its annual impairment test on each of its reporting units. The impairment test entailed an assessment of qualitative factors to determine whether it is more likely than not that an impairment exists. As a result of our assessment no goodwill impairment losses were recorded for the year ended December 31, 2019.
At October 1, 2018, the Company performed its annual impairment test on each of its reporting units and concluded that there had been no impairment because the estimated fair values of each of those reporting units exceeded its carrying value. Relevant events and circumstances that could have a negative impact on goodwill include: macroeconomic conditions; industry and market conditions, such as commodity prices; operating cost factors; overall financial performance; the impact of dispositions and acquisitions; and other entity-specific events. Further declines in commodity prices or sustained lower valuation for the Company's common stock could indicate a reduction in the estimate of reporting unit fair value which, in turn, could lead to an impairment of reporting unit goodwill.
The fair values were determined using the net present value of the expected future cash flows for each reporting unit. During the Company’s goodwill impairment analysis, the Company determined the fair value of each of its reporting units as a whole using discounted cash flow analysis, which requires significant assumptions and estimates about the future operations of each reporting unit. The assumptions about future cash flows and growth rates are based on our revised strategic budget for 2019 and for future periods, and management’s beliefs about future activity levels. The discount rates we used for future periods could change substantially if the cost of debt or equity were to significantly increase or decrease, or if we were to choose different comparable companies in determining the appropriate discount rates for our reporting units. Forecasted cash flows in future periods were estimated using a terminal value calculation, which considered long-term earnings growth rates.
In December 2018, the overall offshore market conditions declined. This decline was evidenced by lower commodity prices, decline in expected offshore rig counts, decrease in our customers’ capital budgets and potential delays associated with certain of our long term projects. Further, in December 2018 due to the decline in our stock price, our market capitalization dropped below the carrying value of our assets. An interim goodwill impairment analysis was performed for the year ended December 31, 2018. Based on this analysis, we recorded an impairment loss of $38.6 million for our Western Hemisphere reporting unit for the year ended December 31, 2018. Following this impairment charge, the Western Hemisphere reporting unit has no remaining goodwill balance. The remaining goodwill balance is associated with our Eastern Hemisphere reporting unit. Based on our interim goodwill impairment analysis the fair value of the Eastern Hemisphere reporting unit exceeds its carry value by 71% . Further declines in the overall offshore market, commodity prices, or sustained lower valuation for the Company’s common stock could indicate a reduction in the estimate of the Eastern Hemisphere’s reporting unit fair value which, in turn, could lead to additional impairment charges associated with goodwill. No goodwill impairment losses were recorded for the year ended December 31, 2017.
58
Table of Contents
9. Intangible Assets
Intangible assets, the majority of which were acquired in the acquisition of TIW and OPT, consist of the following:
|
|
Estimated
Useful Lives
|
|
2019
|
|
|
|
|
|
Gross Book Value
|
|
|
Accumulated
Amortization
|
|
|
Foreign Currency
Translation
|
|
|
Net Book Value
|
|
|
|
(In thousands)
|
|
Trademarks
|
|
15 years
|
|
$
|
8,159
|
|
|
$
|
(512
|
)
|
|
$
|
47
|
|
|
$
|
7,694
|
|
Patents
|
|
15 - 30 years
|
|
|
5,945
|
|
|
|
(2,529
|
)
|
|
|
-
|
|
|
|
3,416
|
|
Customer relationships
|
|
5 - 15 years
|
|
|
25,787
|
|
|
|
(4,954
|
)
|
|
|
122
|
|
|
|
20,955
|
|
Non-compete agreements
|
|
3 years
|
|
|
171
|
|
|
|
(170
|
)
|
|
|
-
|
|
|
|
1
|
|
Organizational Costs
|
|
indefinite
|
|
|
172
|
|
|
|
-
|
|
|
|
7
|
|
|
|
179
|
|
|
|
|
|
$
|
40,234
|
|
|
$
|
(8,165
|
)
|
|
$
|
176
|
|
|
$
|
32,245
|
|
|
|
Estimated
Useful Lives
|
|
2018
|
|
|
|
|
|
Gross Book Value
|
|
|
Accumulated
Amortization
|
|
|
Foreign Currency
Translation
|
|
|
Net Book Value
|
|
|
|
|
|
(In thousands)
|
|
Trademarks
|
|
indefinite
|
|
$
|
8,236
|
|
|
$
|
-
|
|
|
$
|
(72
|
)
|
|
$
|
8,164
|
|
Patents
|
|
15 - 30 years
|
|
|
6,026
|
|
|
|
(1,925
|
)
|
|
|
(11
|
)
|
|
|
4,090
|
|
Customer relationships
|
|
5 - 15 years
|
|
|
25,703
|
|
|
|
(2,953
|
)
|
|
|
(260
|
)
|
|
|
22,490
|
|
Non-compete agreements
|
|
3 years
|
|
|
171
|
|
|
|
(113
|
)
|
|
|
-
|
|
|
|
58
|
|
Organizational costs
|
|
indefinite
|
|
|
172
|
|
|
|
-
|
|
|
|
-
|
|
|
|
172
|
|
|
|
|
|
$
|
40,308
|
|
|
$
|
(4,991
|
)
|
|
$
|
(343
|
)
|
|
$
|
34,974
|
|
In December 2018, the overall offshore market conditions declined. This decline was evidenced by lower commodity prices, decline in expected offshore rig counts, decrease in our customers’ capital budgets and potential delays associated with certain of our long term projects. As a result, we determined that the trademark asset is no longer indefinite lived and determined a 15 -year useful life to be appropriate based on our current market forecast.
Amortization expense was $2.9 million for each of the years 2019, 2018 and 2017. Based on the carrying value of intangible assets at December 31, 2019, amortization expense for the subsequent five years is estimated to be as follows: 2020 — $3.0 million; 2021 — $2.9 million; 2022 — $2.9 million ; and 2023 — $2.8 million; 2024 — $2.6 million.
10. Leases and Lease Commitments
Effective January 1, 2019, we adopted ASU 2016-02, “Leases (Topic 842),” and elected the package of practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. We adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. The impact of the adoption of ASC 842, as of January 1, 2019, was approximately $5.5 million to our assets, approximately $1.6 million to our current liability and approximately $3.9 million to our long-term liability.
Under the transition method selected by the Company, leases expiring at, or entered into after, January 1, 2019 were required to be recognized and measured. Prior period amounts have not been adjusted and continue to be reflected in accordance with the Company's historical accounting under ASC 840. The adoption of this standard resulted in the recording of operating lease assets and operating lease liabilities as of January 1, 2019, with no related impact on the Company’s Consolidated Statement of Stockholders’ Equity or Consolidated Statement of Income (Loss). Short-term leases have not been recorded on the balance sheet.
We lease facilities related to sales and service, manufacturing, reconditioning, certain office spaces, apartments and warehouse, all of which we classify as operating leases. In addition, we also lease certain office equipment and vehicles, which we classify as financing leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet; short-term lease expense for the twelve months ended December 31, 2019 was approximately $2.1 million.
Most leases include one or more options to renew, with renewal terms that can extend the lease term on a monthly, annual or longer basis. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option that is reasonably certain of being exercised.
Certain lease agreements include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
59
Table of Contents
|
|
December 31, 2019
|
|
|
Classification
|
(In thousands)
|
|
Assets
|
|
|
|
|
Operating
|
Operating lease right of use assets
|
$
|
5,144
|
|
Finance
|
Other assets
|
|
437
|
|
Total lease assets
|
|
$
|
5,581
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Current
|
|
|
|
|
Operating
|
Operating lease liabilities
|
$
|
1,314
|
|
Finance
|
Other accrued liabilities
|
|
228
|
|
|
|
|
|
|
Noncurrent
|
|
|
|
|
Operating
|
Operating lease liabilities, long-term
|
|
3,801
|
|
Finance
|
Other long-term liabilities
|
|
224
|
|
Total lease liabilities
|
|
$
|
5,567
|
|
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, which is based on our rate for the ABL Credit Facility (as defined herein).
Our lease cost for the twelve months ended December 31, 2019 is as follows:
|
|
Twelve Months Ended
|
|
|
|
December 31, 2019
|
|
|
|
(In thousands)
|
|
|
Classification
|
|
|
|
Operating lease cost
|
Selling, general and administrative
|
$
|
1,713
|
|
Short-term lease costs
|
Selling, general and administrative
|
|
2,104
|
|
Amortization of leased assets
|
Selling, general and administrative
|
|
361
|
|
Interest on lease liabilities
|
Net interest expense
|
|
25
|
|
Total lease cost
|
|
$
|
4,203
|
|
The Company leases certain offices, shop and warehouse facilities, automobiles and equipment. Total lease expense incurred was $3.8 million, $5.4 million, $6.0 million in 2019, 2018 and 2017, respectively. Under the current lease guidance, ASC 842, the future annual minimum lease commitments at December 31, 2019 are as follows: 2020 — $1.7 million; 2021 — $0.9 million; 2022 — $0.5 million; 2023 — $0.4 million; 2024 — $0.3 million; and thereafter— $3.5 million. The five year and beyond maturity of our lease obligations is presented below:
|
|
Twelve months ended
|
|
|
|
December 31, 2019
|
|
|
|
Operating
|
|
|
Finance
|
|
|
|
|
|
|
|
|
|
Leases
|
|
|
Leases
|
|
|
|
|
Total
|
|
|
|
(In thousands)
|
|
2020
|
|
$
|
1,486
|
|
|
$
|
244
|
|
|
|
|
$
|
1,730
|
|
2021
|
|
|
711
|
|
|
|
142
|
|
|
|
|
|
853
|
|
2022
|
|
|
461
|
|
|
|
53
|
|
|
|
|
|
514
|
|
2023
|
|
|
361
|
|
|
|
25
|
|
|
|
|
|
386
|
|
2024
|
|
|
329
|
|
|
|
20
|
|
|
|
|
|
349
|
|
After 2024
|
|
|
3,513
|
|
|
|
-
|
|
|
|
|
|
3,513
|
|
Total lease payments
|
|
|
6,861
|
|
|
|
484
|
|
|
|
|
|
7,345
|
|
Less: interest
|
|
|
1,797
|
|
|
|
31
|
|
|
|
|
|
1,828
|
|
Present value of lease liabilities
|
|
$
|
5,064
|
|
|
$
|
453
|
|
|
|
|
$
|
5,517
|
|
60
Table of Contents
Under the previous lease guidance, ASC 840, the future annual minimum lease commitments at December 31, 2018 were as follows: 2019 - $2.0 million; 2020 - $1.5 million; 2021 - $0.8 million; 2022 - $0.5 million; 2023 - $0.4 million; and thereafter - $4.2 million.
The lease term and discount rate for our operating and finance leases is as follows:
|
|
December 31, 2019
|
|
Weighted average remaining lease term (years)
|
|
|
|
|
Operating leases
|
|
|
12.6
|
|
Finance leases
|
|
|
2.5
|
|
|
|
|
|
|
Weighted average discount rate
|
|
|
|
|
Operating leases
|
|
|
4.8
|
%
|
Finance leases
|
|
|
4.3
|
%
|
We had no material non-cash financing leases entered into during the twelve months ended December 31, 2019.
Other information pertaining to our lease obligations is as follows:
|
|
December 31, 2019
|
|
|
|
(In thousands)
|
|
Other Information
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
|
Operating cash flows from operating leases
|
|
$
|
1,737
|
|
Operating cash flows from finance leases
|
|
|
28
|
|
Financing cash flows from finance leases
|
|
|
183
|
|
11. Income Taxes
Income (loss) before income taxes consisted of the following:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(In thousands)
|
|
Domestic
|
|
$
|
(51,041
|
)
|
|
$
|
(120,784
|
)
|
|
$
|
(84,278
|
)
|
Foreign
|
|
|
61,470
|
|
|
|
5,795
|
|
|
|
18,634
|
|
Total
|
|
$
|
10,429
|
|
|
$
|
(114,989
|
)
|
|
$
|
(65,644
|
)
|
The income tax provision (benefit) consists of the following:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(In thousands)
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(569
|
)
|
|
$
|
(24,366
|
)
|
|
$
|
20,435
|
|
Foreign
|
|
|
8,513
|
|
|
|
9,163
|
|
|
|
(2,671
|
)
|
Total current
|
|
|
7,944
|
|
|
|
(15,203
|
)
|
|
|
17,764
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
-
|
|
|
|
-
|
|
|
|
20,592
|
|
Foreign
|
|
|
765
|
|
|
|
(4,091
|
)
|
|
|
(3,361
|
)
|
Total deferred
|
|
|
765
|
|
|
|
(4,091
|
)
|
|
|
17,231
|
|
Total
|
|
$
|
8,709
|
|
|
$
|
(19,294
|
)
|
|
$
|
34,995
|
|
61
Table of Contents
The difference between the effective income tax rate reflected in the provision for income taxes and the U.S. federal statutory rate was as follows:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Federal income tax statutory rate
|
|
|
21.00
|
%
|
|
|
21.00
|
%
|
|
|
35.00
|
%
|
Foreign income tax rate differential
|
|
|
16.20
|
|
|
|
(0.94
|
)
|
|
|
2.41
|
|
Foreign development tax incentive
|
|
|
(0.91
|
)
|
|
|
0.24
|
|
|
|
1.78
|
|
Nondeductible goodwill impairment
|
|
|
-
|
|
|
|
(5.21
|
)
|
|
|
-
|
|
Exempt income
|
|
|
(24.02
|
)
|
|
|
2.32
|
|
|
|
-
|
|
Foreign taxes and inclusions (net of FTC)
|
|
|
21.00
|
|
|
|
(1.83
|
)
|
|
|
-
|
|
Transition tax (net of FTC)
|
|
|
-
|
|
|
|
5.80
|
|
|
|
(28.62
|
)
|
Nondeductible expenses
|
|
|
15.51
|
|
|
|
(1.03
|
)
|
|
|
(1.75
|
)
|
Foreign intellectual property tax benefit
|
|
|
-
|
|
|
|
-
|
|
|
|
16.06
|
|
Manufacturing benefit
|
|
|
-
|
|
|
|
(1.18
|
)
|
|
|
-
|
|
Change in valuation allowance
|
|
|
24.96
|
|
|
|
(1.99
|
)
|
|
|
(35.61
|
)
|
Changes to PY Accruals
|
|
|
6.28
|
|
|
|
(1.17
|
)
|
|
|
(4.01
|
)
|
Deferred tax rate change
|
|
|
(0.36
|
)
|
|
|
0.66
|
|
|
|
(20.66
|
)
|
Change in Uncertain tax positions
|
|
|
4.31
|
|
|
|
(0.78
|
)
|
|
|
(25.59
|
)
|
Interest on net equity
|
|
|
-
|
|
|
|
1.02
|
|
|
|
3.15
|
|
General business credits
|
|
|
(11.14
|
)
|
|
|
0.59
|
|
|
|
1.39
|
|
Branch income
|
|
|
9.64
|
|
|
|
(0.66
|
)
|
|
|
-
|
|
Other
|
|
|
1.03
|
|
|
|
(0.06
|
)
|
|
|
3.14
|
|
Effective tax rate
|
|
|
83.50
|
%
|
|
|
16.78
|
%
|
|
|
(53.31
|
)%
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred tax assets (liabilities) are as follows:
|
|
As of December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands)
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Foreign tax credit carryforward
|
|
$
|
4,817
|
|
|
$
|
2,918
|
|
Inventory
|
|
|
17,777
|
|
|
|
28,181
|
|
Net operating losses
|
|
|
18,991
|
|
|
|
4,899
|
|
Allowance for doubtful accounts
|
|
|
358
|
|
|
|
1,729
|
|
Reserve for accrued liabilities
|
|
|
2,732
|
|
|
|
3,357
|
|
Stock options
|
|
|
2,782
|
|
|
|
3,908
|
|
Unrealized gain/loss
|
|
|
1,862
|
|
|
|
-
|
|
Other
|
|
|
867
|
|
|
|
1,003
|
|
Total deferred tax assets
|
|
|
50,186
|
|
|
|
45,995
|
|
Valuation allowance
|
|
|
(34,464
|
)
|
|
|
(31,833
|
)
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
(5,757
|
)
|
|
|
(6,601
|
)
|
Goodwill & Intangibles
|
|
|
(2,092
|
)
|
|
|
(881
|
)
|
Deferred revenue
|
|
|
(1,830
|
)
|
|
|
-
|
|
Other
|
|
|
(1,257
|
)
|
|
|
(1,151
|
)
|
Total deferred tax liability
|
|
|
(10,936
|
)
|
|
|
(8,633
|
)
|
Net deferred tax asset
|
|
$
|
4,786
|
|
|
$
|
5,529
|
|
62
Table of Contents
Tax operating loss carryforwards totaled $88.9 million at December 31, 2019. These operating losses will expire as shown in the table below.
|
Tax operating losses
|
|
|
Expiration
|
|
(in thousands)
|
|
|
|
|
$
|
3,633
|
|
|
2020-2025
|
|
|
1,658
|
|
|
2026-2032
|
|
|
1,985
|
|
|
2033-2038
|
|
|
81,591
|
|
|
Indefinite
|
|
$
|
88,867
|
|
|
|
In assessing the realizability of our deferred tax assets, the Company has assessed whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In making this determination, the Company considered taxable income in prior years, if carryback is permitted, the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. The Company has a three-year cumulative loss at December 31, 2019 in the United States and certain foreign jurisdictions and has recorded a valuation allowance at December 31, 2019 of $34.5 million against deferred tax assets in those jurisdictions.
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act of 2017 (US Tax Reform). US Tax Reform eliminated the deferral of U.S. income tax on the historical unrepatriated earnings by imposing a transition tax, which is a one-time mandatory deemed repatriation tax on undistributed earnings. Certain undistributed earnings of the Company’s foreign subsidiaries are considered to be indefinitely reinvested and, accordingly, no provision for income taxes has been provided thereon. The estimate of undistributed earnings of the Company’s foreign subsidiaries amounted to $535 million as of December 31, 2019. Upon distribution of those earnings in the form of dividends or otherwise, the Company may be subject to both income taxes and withholding taxes payable. Determination of the amount of the potential tax liability on repatriation is not practicable at this time because of the complexities associated with its hypothetical calculation; however, unrecognized foreign tax credits would be available to reduce a portion of the U.S. tax liability.
US Tax Reform subjects a US shareholder to tax on Global Intangible Low-Taxed Income (GILTI). We have elected to account for GILTI in the year that the tax is incurred as a period expense.
The Company evaluates uncertain tax positions for recognition and measurement in the consolidated financial statements. To recognize a tax position, the Company determines whether it is more likely than not that the tax positions will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the consolidated financial statements. The amount of tax benefit recognized with respect to any tax position is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. The Company had an uncertain tax position of $18.7 million at December 31, 2019 due to uncertainty in tax positions taken in the U.S. and certain foreign tax jurisdictions. The tax years which remain subject to examination by major tax jurisdictions are the years ended December 31, 2012 through December 31, 2019.
A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions is as follows:
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(In thousands)
|
|
Balance at beginning of year
|
|
$
|
18,648
|
|
|
$
|
18,323
|
|
|
$
|
5,151
|
|
Additions for tax positions related to the current year
|
|
|
-
|
|
|
|
-
|
|
|
|
16,800
|
|
Additions for tax positions related to the prior year
|
|
|
17
|
|
|
|
325
|
|
|
|
-
|
|
Settlements with tax authorities
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,628
|
)
|
Balance at end of year
|
|
$
|
18,665
|
|
|
$
|
18,648
|
|
|
$
|
18,323
|
|
The amounts above exclude accrued interest and penalties of $1.6 million, $1.1 million and $0.6 million at December 31, 2019, 2018 and 2017 respectively. The Company classifies interest and penalties relating to uncertain tax positions within Tax expense(benefit) in the Consolidated Statement of Income (Loss).
It is reasonably possible that the Company's existing liabilities for unrecognized tax benefits may increase or decrease in the year ending December 31, 2019, primarily due to the progression of any audits and the expiration of statutes of limitation. However, the Company cannot reasonably estimate a range of potential changes in its existing liabilities for unrecognized tax benefits due to various uncertainties, such as the unresolved nature of any possible audits. As of December 31, 2019, if recognized, $7.3 million of the Company's unrecognized tax benefits would favorably impact the effective tax rate.
The Company received a net income tax refund of $10.9 million in 2019 and paid $3.8 million and $8.4 million in income taxes in 2018 and 2017, respectively.
63
Table of Contents
12. Other Accrued Liabilities
Current other accrued liabilities consist of the following:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands)
|
|
Accrued vendor costs
|
|
$
|
10,289
|
|
|
$
|
3,495
|
|
Property, sales and other taxes
|
|
|
7,243
|
|
|
|
7,898
|
|
Commissions payable
|
|
|
2,426
|
|
|
|
5,248
|
|
Payroll taxes
|
|
|
2,159
|
|
|
|
6,227
|
|
Accrued warranties
|
|
|
-
|
|
|
|
1,868
|
|
Severance
|
|
|
-
|
|
|
|
5,498
|
|
Other
|
|
|
2,124
|
|
|
|
1,289
|
|
Total
|
|
$
|
24,241
|
|
|
$
|
31,523
|
|
13. Employee Benefit Plans
The Company sponsors a defined-contribution (cash balance) 401(k) plan covering domestic employees and a defined-contribution pension plan covering certain foreign employees. The Company generally makes contributions to the plans equal to each participant’s eligible contributions for the plan year up to a specified percentage of the participant’s annual compensation. The Company’s contribution expense under these plans was $4.1 million, $4.1 million and $4.3 million in 2019, 2018 and 2017, respectively.
14. Asset Backed Loan (ABL) Credit Facility
On February 23, 2018, the Company, as borrower, and the Company’s subsidiaries TIW and Honing, Inc., as guarantors, entered into a five -year senior secured revolving credit facility (the “ABL Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent, and other financial institutions as lenders with total commitments of $100.0 million, including up to $10.0 million available for letters of credit. The maximum amount that the Company may borrow under the ABL Credit Facility is subject to the borrowing base, which is based on a percentage of eligible accounts receivable and eligible inventory, subject to reserves and other adjustments.
All obligations under the ABL Credit Facility are fully and unconditionally guaranteed jointly and severally by the Company, TIW, Honing, Inc., and future significant domestic subsidiaries, subject to customary exceptions. Borrowings under the ABL Credit Facility are secured by liens on substantially all of the Company’s personal property, and bear interest at the Company’s option at either (i) the CB Floating Rate (as defined therein), calculated as the rate of interest publicly announced by JPMorgan Chase Bank, N.A., as its “prime rate,” subject to each increase or decrease in such prime rate effective as of the date such change occurs, with such CB Floating Rate not being less than Adjusted One Month LIBOR (as defined therein) or (ii) the Adjusted LIBOR (as defined therein), plus, in each case, an applicable margin. The applicable margin ranges from 1.00% to 1.50% per annum for CBFR loans and 2.00% to 2.50% per annum for Eurodollar loans and, in each case, is based on the Company’s leverage ratio. The unused portion of the ABL Credit Facility is subject to a commitment fee that varies from 0.250% to 0.375% per annum, according to average unused commitments under the ABL Credit Facility. Interest on Eurodollar loans is payable at the end of the selected interest period, but no less frequently than quarterly. Interest on CB Floating Rate loans is payable monthly in arrears.
The ABL Credit Facility contains various covenants and restrictive provisions that limit the Company’s ability to, among other things, (1) enter into asset sales; (2) incur additional indebtedness; (3) make investments or loans and create liens; (4) pay certain dividends or make other distributions and (5) engage in transactions with affiliates. The ABL Credit Facility also requires the Company to maintain a fixed charge coverage ratio of 1.1 to 1.0, based on the ratio of EBITDA (as defined therein) to Fixed Charges (as defined therein) during certain periods, including when availability under the ABL Credit Facility is under certain levels. If the Company fails to perform its obligations under the agreement that results in an event of default, the commitments under the ABL Credit Facility could be terminated and any outstanding borrowings under the ABL Credit Facility may be declared immediately due and payable. The ABL Credit Facility also contains cross default provisions that apply to the Company’s other indebtedness. The Company is in compliance with the related covenants as of December 31, 2019.
As of December 31, 2019, the availability under the ABL Credit Facility was $33.4 million, after taking into account the outstanding letters of credit of approximately $0.4 million issued under the facility.
64
Table of Contents
15. Contingencies
Brazilian Tax Issue
From 2002 to 2007, the Company’s Brazilian subsidiary imported goods through the State of Espirito Santo in Brazil. Upon the final sale of these goods, the Company’s Brazilian subsidiary collected taxes from customers and remitted them to the State of Rio de Janeiro net of the taxes paid on importation of those goods to the State of Espirito Santo in accordance with the Company’s understanding of Brazilian tax laws.
In December 2010 and January 2011, the Company’s Brazilian subsidiary was served with two assessments totaling approximately $13.0 million from the State of Rio de Janeiro to cancel the credits associated with the tax payments to the State of Espirito Santo (Santo Credits) on the importation of goods from July 2005 to October 2007. The Company has objected to these assessments on the grounds that they would represent double taxation on the importation of the same goods and that the Company is entitled to the credits under applicable Brazilian law. The Company’s Brazilian subsidiary filed appeals with a State of Rio de Janeiro judicial court to annul both of these tax assessments following rulings against the Company by the tax administration’s highest council. In connection with those appeals, the Company deposited with the court a total amount of approximately $8.8 million in December 2014 and December 2016 as the full amount of the assessments with penalties and interest. The Company believes that these credits are valid and that success in the judicial court process is probable. Based upon this analysis, the Company has not accrued any liability in conjunction with this matter.
General
The Company operates its business and markets its products and services in most of the significant oil and gas producing areas in the world and is, therefore, subject to the risks customarily attendant to international operations and dependency on the condition of the oil and gas industry. Additionally, certain of the Company's products are used in potentially hazardous drilling, completion, and production applications that can cause personal injury, product liability and environmental claims. Although exposure to such risk has not resulted in any significant problems in the past, there can be no assurance that ongoing and future developments will not adversely impact the Company.
The Company is also involved in a number of legal actions arising in the ordinary course of business. Although no assurance can be given with respect to the ultimate outcome of such legal action, in the opinion of management, the ultimate liability with respect thereto will not have a material adverse effect on the Company’s results of operations, financial position or cash flows.
65
Table of Contents
16. Geographic Segments
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(In thousands)
|
|
Western Hemisphere
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
|
|
|
|
|
|
|
|
|
|
|
Point in Time
|
|
$
|
108,006
|
|
|
$
|
135,687
|
|
|
$
|
215,907
|
|
Over Time
|
|
|
54,061
|
|
|
|
34,595
|
|
|
|
1,178
|
|
Total Products
|
|
|
162,067
|
|
|
|
170,282
|
|
|
|
217,085
|
|
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical Advisory
|
|
|
31,962
|
|
|
|
29,973
|
|
|
|
28,053
|
|
Reconditioning
|
|
|
10,733
|
|
|
|
10,985
|
|
|
|
8,846
|
|
Total Services (excluding Leasing)
|
|
|
42,695
|
|
|
|
40,958
|
|
|
|
36,899
|
|
Leasing
|
|
|
22,202
|
|
|
|
25,302
|
|
|
|
28,151
|
|
Total Services (including Leasing)
|
|
|
64,897
|
|
|
|
66,260
|
|
|
|
65,050
|
|
Intercompany
|
|
|
12,856
|
|
|
|
13,343
|
|
|
|
27,554
|
|
Total
|
|
$
|
239,820
|
|
|
$
|
249,885
|
|
|
$
|
309,689
|
|
Depreciation and amortization
|
|
$
|
21,737
|
|
|
$
|
23,314
|
|
|
$
|
30,441
|
|
Income (loss) before taxes
|
|
$
|
19,882
|
|
|
$
|
(29,823
|
)
|
|
$
|
(18,099
|
)
|
Eastern Hemisphere
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
|
|
|
|
|
|
|
|
|
|
|
Point in Time
|
|
$
|
65,416
|
|
|
$
|
49,216
|
|
|
$
|
43,260
|
|
Over Time
|
|
|
20,641
|
|
|
|
22,503
|
|
|
|
26,404
|
|
Total Products
|
|
|
86,057
|
|
|
|
71,719
|
|
|
|
69,664
|
|
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical Advisory
|
|
|
15,100
|
|
|
|
16,499
|
|
|
|
15,313
|
|
Reconditioning
|
|
|
3,409
|
|
|
|
3,188
|
|
|
|
1,958
|
|
Total Services (excluding Leasing)
|
|
|
18,509
|
|
|
|
19,687
|
|
|
|
17,271
|
|
Leasing
|
|
|
12,351
|
|
|
|
13,639
|
|
|
|
10,776
|
|
Total Services (including Leasing)
|
|
|
30,860
|
|
|
|
33,326
|
|
|
|
28,047
|
|
Intercompany
|
|
|
1,267
|
|
|
|
2,010
|
|
|
|
772
|
|
Total
|
|
$
|
118,184
|
|
|
$
|
107,055
|
|
|
$
|
98,483
|
|
Depreciation and amortization
|
|
$
|
4,163
|
|
|
$
|
4,578
|
|
|
$
|
4,096
|
|
Income before taxes
|
|
$
|
28,045
|
|
|
$
|
20,495
|
|
|
$
|
1,379
|
|
66
Table of Contents
|
|
Year Ended December 31,
|
|
Asia Pacific Hemisphere
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(In thousands)
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
|
|
|
|
|
|
|
|
|
|
|
Point in Time
|
|
$
|
44,908
|
|
|
$
|
19,569
|
|
|
$
|
34,951
|
|
Over Time
|
|
|
10,247
|
|
|
|
3,482
|
|
|
|
29,432
|
|
Total Products
|
|
|
55,155
|
|
|
|
23,051
|
|
|
|
64,383
|
|
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical Advisory
|
|
|
9,369
|
|
|
|
10,143
|
|
|
|
7,559
|
|
Reconditioning
|
|
|
1,445
|
|
|
|
1,626
|
|
|
|
216
|
|
Total Services (excluding Leasing)
|
|
|
10,814
|
|
|
|
11,769
|
|
|
|
7,775
|
|
Leasing
|
|
|
4,956
|
|
|
|
8,219
|
|
|
|
3,465
|
|
Total Services (including Leasing)
|
|
|
15,770
|
|
|
|
19,988
|
|
|
|
11,240
|
|
Intercompany
|
|
|
5,792
|
|
|
|
2,058
|
|
|
|
781
|
|
Total
|
|
$
|
76,717
|
|
|
$
|
45,097
|
|
|
$
|
76,404
|
|
Depreciation and amortization
|
|
$
|
5,038
|
|
|
$
|
4,785
|
|
|
$
|
4,063
|
|
Income (loss) before taxes
|
|
$
|
27,302
|
|
|
$
|
(3,123
|
)
|
|
$
|
4,928
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
3,082
|
|
|
$
|
2,635
|
|
|
$
|
2,374
|
|
Loss before taxes
|
|
$
|
(64,800
|
)
|
|
$
|
(102,538
|
)
|
|
$
|
(53,852
|
)
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
|
|
|
|
|
|
|
|
|
|
|
Point in Time
|
|
$
|
218,330
|
|
|
$
|
204,472
|
|
|
$
|
294,118
|
|
Over Time
|
|
|
84,949
|
|
|
|
60,580
|
|
|
|
57,014
|
|
Total Products
|
|
|
303,279
|
|
|
|
265,052
|
|
|
|
351,132
|
|
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical Advisory
|
|
|
56,431
|
|
|
|
56,615
|
|
|
|
50,925
|
|
Reconditioning
|
|
|
15,587
|
|
|
|
15,799
|
|
|
|
11,020
|
|
Total Services (excluding Leasing)
|
|
|
72,018
|
|
|
|
72,414
|
|
|
|
61,945
|
|
Leasing
|
|
|
39,509
|
|
|
|
47,160
|
|
|
|
42,392
|
|
Total Services (including Leasing)
|
|
|
111,527
|
|
|
|
119,574
|
|
|
|
104,337
|
|
Intercompany
|
|
|
19,915
|
|
|
|
17,411
|
|
|
|
29,107
|
|
Eliminations
|
|
|
(19,915
|
)
|
|
|
(17,411
|
)
|
|
|
(29,107
|
)
|
Total
|
|
$
|
414,806
|
|
|
$
|
384,626
|
|
|
$
|
455,469
|
|
Depreciation and amortization
|
|
$
|
34,020
|
|
|
$
|
35,312
|
|
|
$
|
40,974
|
|
Income (loss) before taxes
|
|
$
|
10,429
|
|
|
$
|
(114,989
|
)
|
|
$
|
(65,644
|
)
|
67
Table of Contents
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands)
|
|
Total long-lived assets:
|
|
|
|
|
|
|
|
|
Western Hemisphere
|
|
$
|
379,776
|
|
|
$
|
412,624
|
|
Eastern Hemisphere
|
|
|
246,854
|
|
|
|
256,899
|
|
Asia Pacific
|
|
|
71,384
|
|
|
|
65,944
|
|
Eliminations
|
|
|
(371,938
|
)
|
|
|
(395,938
|
)
|
Total
|
|
$
|
326,076
|
|
|
$
|
339,529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets:
|
|
|
|
|
|
|
|
|
Western Hemisphere
|
|
$
|
732,716
|
|
|
$
|
708,723
|
|
Eastern Hemisphere
|
|
|
818,803
|
|
|
|
788,171
|
|
Asia Pacific
|
|
|
181,188
|
|
|
|
154,298
|
|
Eliminations
|
|
|
(526,142
|
)
|
|
|
(458,682
|
)
|
Total
|
|
$
|
1,206,565
|
|
|
$
|
1,192,510
|
|
In 2019, BP and its affiliated companies accounted for approximately 10% of the Company’s total revenues. In 2018, BP and its affiliated companies accounted for approximately 13% of the Company’s total revenues. In 2017, Chevron and its affiliated companies accounted for approximately 14% of the Company’s total revenues. No other customer accounted for more than 10% of the Company’s total revenues in 2019, 2018 or 2017.
During the fourth quarter of 2017, the Company pursued a restructuring of its entities to prepare it for potential increased activity in international markets. The main focus of the restructuring was to consolidate excess foreign cash held offshore and create an internal financing capability. The excess foreign cash is now held in a treasury concentration center in the Eastern Hemisphere where it is invested when not required to fund international operations. When required, these funds can be easily deployed to meet the working capital requirements of foreign operations. This structure was put in place as the Company expects that when the market rebounds, future work will come from international markets, especially Europe and Asia Pacific.
The Company’s operations are organized into three geographic segments—Western Hemisphere (including North and South America; headquartered in Houston, Texas), Eastern Hemisphere (including Europe and Africa; headquartered in Aberdeen, Scotland) and Asia Pacific (including the Pacific Rim, Southeast Asia, Australia, India and the Middle East; headquartered in Singapore). Each of these segments sells similar products and services, and the Company has major manufacturing facilities in all three of its regional headquarter locations as well as in Macae, Brazil.
Eliminations of operating profits are related to intercompany inventory transfers that are deferred until shipment is made to third party customers.
17. Stock Repurchase Plan
On February 26, 2019, the Board of Directors authorized a share repurchase plan under which the Company can repurchase up to $100 million of its common stock. The repurchase plan has no set expiration date and any repurchased shares are expected to be cancelled. During the year ended December 31, 2019, the Company purchased 615,940 shares at an average price of $43.12 under the share repurchase plan for approximately $26.6 million. Refer to Item 5. Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for further discussion.
On July 26, 2016, the Board of Directors authorized a stock repurchase plan under which the Company was authorized to repurchase up to $100 million of its common stock. During the year ended December 31, 2018, the Company purchased 1,991,206 shares under the share repurchase plan for approximately $100 million. The repurchase plan was completed on October 19, 2018. All repurchased shares have been cancelled as of December 31, 2018. Refer to Item 5. Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for further discussion.
18. Stock-Based Compensation and Stock Awards
On May 13, 2004, the Company’s stockholders approved the 2004 Incentive Plan of Dril-Quip, Inc. (as amended in 2012 and approved by the Company’s stockholders on May 10, 2012, the “2004 Plan”), which reserved up to 2,696,294 shares of common stock for awards under the 2004 Plan. Persons eligible for awards under the 2004 Plan are employees holding positions of responsibility with the Company or any of its subsidiaries and members of the Board of Directors.
68
Table of Contents
On May 12, 2017, the Company’s stockholders approved the 2017 Omnibus Incentive Plan of Dril-Quip, Inc. (the “2017 Plan”), which reserved up to 1,500,000 shares of common stock to be used for awards under the 2017 Plan. Persons eligible for awards under the 2017 Plan are employees of the Company or any of its subsidiaries and members of the Board of Directors.
Stock Options
Options granted under the 2004 Plan have a term of ten years and become exercisable in cumulative annual increments of one-fourth of the total number of shares of common stock subject thereto, beginning on the first anniversary of the date of the grant. No stock options have been granted under the 2017 Plan.
The fair value of stock options granted was estimated on the grant date using the Black-Scholes option pricing model. The expected life was based on the Company’s historical trends, and volatility is based on the historical volatility over the expected life of the options. The risk-free interest rate is based on U.S. Treasury yield curve at the grant date. The Company does not pay dividends and, therefore, there is no assumed dividend yield.
Option activity for the year ended December 31, 2019 was as follows:
|
|
Number of
Options
|
|
|
Weighted
Average
Price
|
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|
|
Weighted
Average
Remaining
Contractual
Life
(in years)
|
|
Outstanding at December 31, 2018
|
|
|
224,087
|
|
|
$
|
63.57
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(47,712
|
)
|
|
|
48.77
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(44,000
|
)
|
|
|
66.74
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2019
|
|
|
132,375
|
|
|
$
|
67.85
|
|
|
|
-
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at year-end
|
|
|
132,375
|
|
|
$
|
67.85
|
|
|
|
-
|
|
|
|
1.4
|
|
The total intrinsic value of stock options exercised in 2019, 2018 and 2017 was $0.2 million, $0.7 million and $0.4 million, respectively. The income tax benefit realized from stock options exercised was $38,342, $157,442 and $153,759 for the years ended December 31, 2019, 2018 and 2017, respectively. There were 184,692 anti-dilutive stock option shares on December 31, 2019.
Stock-based compensation is recognized as selling, general and administrative expense in the accompanying Consolidated Statements of Income. For the years ended December 31, 2019, 2018 and 2017, there was no stock-based compensation expense for stock option awards and no stock-based compensation expense was capitalized during 2019, 2018 and 2017.
Options granted to employees vest over four years and the Company recognizes compensation expense on a straight-line basis over the vesting period of the options. At December 31, 2019, there was no unrecognized compensation expense related to non-vested stock options as all outstanding options were fully vested.
Restricted Stock Awards
On October 28, 2019 and 2018, pursuant to the 2017 Plan and the 2004 Plan, the Company awarded officers, directors and key employees restricted stock awards (RSAs), which is an award of common stock subject to time vesting. The awards issued under both the 2017 Plan and the 2004 Plan are restricted as to transference, sale and other disposition. These RSAs vest ratably over a three -year period. The RSAs may also vest in the event of a change of control. Upon termination, whether voluntary or involuntary, the RSAs that have not vested will be returned to the Company resulting in stock forfeitures. The fair market value of the stock on the date of grant is amortized and charged to selling, general and administrative expense over the stipulated time period over which the RSAs vest on a straight-line basis, net of estimated forfeitures.
The Company’s RSA activity and related information is presented below:
|
|
Restricted
Stock
|
|
|
Weighted-
average
Grant Date
Fair Value
|
|
Unvested at December 31, 2018
|
|
|
403,179
|
|
|
$
|
43.18
|
|
Granted
|
|
|
186,730
|
|
|
|
44.35
|
|
Vested
|
|
|
(218,180
|
)
|
|
|
44.22
|
|
Forfeited
|
|
|
(23,039
|
)
|
|
|
43.08
|
|
Nonvested at December 31, 2019
|
|
|
348,690
|
|
|
$
|
43.16
|
|
69
Table of Contents
RSA compensation expense for the years ended December 31, 2019, 2018 and 2017 totaled $8.6 million, $8.8 million and $8.4 million, respectively. For 2019, 2018 and 2017, the income tax benefit recognized in net income for RSAs was $2.0 million, $1.5 million and $1.9 million , respectively. As of December 31, 2019, there was $7.4 million of total unrecognized compensation cost related to nonvested RSAs, which is expected to be recognized over a weighted average period of 2.9 years. There were 45,857 anti-dilutive restricted shares on December 31, 2019.
Performance Unit Awards
On October 28, 2019 and 2018, pursuant to the 2017 Plan and the 2004 Plan, the Company awarded performance unit awards (Performance Units) to officers and key employees. The Performance Units were valued on a per unit basis based on a Monte Carlo simulation at $48.47 for the 2019 grants, $54.62 for the 2018 grants, and $54.64 for the 2017 grants, approximately 108.9%, 126.8% and 131.7% , respectively, of the grant date share price. Under the terms of the Performance Units, participants may earn from 0% to 200% of their target award based upon the Company’s relative total share return (TSR) in comparison to the 15 component companies of the Philadelphia Oil Service Index.
The TSR is calculated over a three -year period from October 1, 2019 and 2018 to September 30, 2022 and 2021, respectively, and assumes reinvestment of dividends for companies within the index that pay dividends, which Dril-Quip does not.
Assumptions used in the Monte Carlo simulation are as follows:
|
|
2019
|
|
|
2018
|
|
Grant date
|
|
October 28, 2019
|
|
|
October 28, 2018
|
|
Performance period
|
|
October 1, 2019 to September 30, 2022
|
|
|
October 1, 2018 to
September 30, 2021
|
|
Volatility
|
|
38.8%
|
|
|
32.6%
|
|
Risk-free interest rate
|
|
1.7%
|
|
|
2.9%
|
|
Grant date price
|
|
$
|
44.53
|
|
|
$
|
43.09
|
|
The Company’s Performance Unit activity and related information is presented below:
|
|
Number of
Performance
Units
|
|
|
Weighted
Average
Grant Date
Fair Value
Per Unit
|
|
Nonvested balance at December 31, 2018
|
|
|
288,093
|
|
|
$
|
54.22
|
|
Granted
|
|
|
183,471
|
|
|
|
48.47
|
|
Vested
|
|
|
(203,014
|
)
|
|
|
53.46
|
|
Nonvested balance at December 31, 2019
|
|
|
268,550
|
|
|
$
|
52.81
|
|
Performance Unit compensation expense was $9.6 million, $4.2 million and $5.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. The income tax benefit recognized in net income for Performance Units was $1.9 million, $0.4 million and $0.8 million, for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, there was $8.3 million of total unrecognized compensation expense related to nonvested Performance Units which is expected to be recognized over a weighted average period of 2.1 years. There were 14,596 anti-dilutive Performance Units at December 31, 2019.
Director Stock Compensation Awards
In June 2014, the Board of Directors authorized a stock compensation program for the directors pursuant to the 2004 Plan. This program continues under the 2017 Plan. Under this program, the Directors may elect to receive all or a portion of their fees in the form of restricted stock awards (DSAs) in an amount equal to 125% of the fees in lieu of cash. The awards are made quarterly on the first business day after the end of each calendar quarter and vest on January 1 of the second year after the grant date.
The Company's DSA activity for the year ended December 31, 2019 is presented below:
|
|
DSA Number
of Shares
|
|
|
Weighted
Average
Grant Date
Fair Value
Per Share
|
|
Nonvested balance at December 31, 2018
|
|
|
18,879
|
|
|
$
|
49.93
|
|
Granted
|
|
|
26,781
|
|
|
|
43.29
|
|
Vested
|
|
|
(9,340
|
)
|
|
|
51.58
|
|
Nonvested balance at December 31, 2019
|
|
|
36,320
|
|
|
$
|
44.61
|
|
70
Table of Contents
Director stock compensation awards expense for 2019 was $782,125 as compared to $460,884 for 2018 and $462,968 for 2017. For 2019, 2018, and 2017, the income tax benefit recognized in net income for DSAs was $58,901, $81,879, and $115,002, respectively. There was $885,558 of unrecognized compensation expense related to nonvested DSAs, which is expected to be recognized over a weighted average period of one year. There were 6,514 anti-dilutive DSA shares on December 31, 2019.
Equity Compensation Plan Information
The following table summarizes information for equity compensation plans in effect as of December 31, 2019 :
|
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants and rights (1)
|
|
|
Weighted-
average
exercise
price of
outstanding
options, warrants and rights (2)
|
|
|
Number of
securities
remaining
available for
future issuance
under equity
compensation
plan
|
|
Plan category
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
Equity compensation plans approved by stockholders
|
|
|
400,925
|
|
|
$
|
67.85
|
|
|
|
597,780
|
|
Equity compensation plans not approved by stockholders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
400,925
|
|
|
$
|
67.85
|
|
|
|
597,780
|
|
|
(1)
|
Excludes 385,010 shares of unvested RSAs and DSAs, which were granted pursuant to the 2017 Plan and the 2004 Plan. Includes 268,550 unvested Performance Units shown at 100% level of performance achievement.
|
|
(2)
|
The weighted average exercise price does not take into account 268,550 unvested Performance Units, which do not have an exercise price.
|
19. Earnings Per Share
The following is a reconciliation of the basic and diluted earnings per share computation.
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(In thousands, except per
share amounts)
|
|
Net income (loss)
|
|
$
|
1,720
|
|
|
$
|
(95,695
|
)
|
|
$
|
(100,639
|
)
|
Weighted average basic common shares outstanding
|
|
|
35,839
|
|
|
|
37,075
|
|
|
|
37,457
|
|
Effect of dilutive securities - stock options and awards
|
|
|
313
|
|
|
|
-
|
|
|
|
-
|
|
Total shares and dilutive securities
|
|
|
36,152
|
|
|
|
37,075
|
|
|
|
37,457
|
|
Basic income (loss) per common share
|
|
$
|
0.05
|
|
|
$
|
(2.58
|
)
|
|
$
|
(2.69
|
)
|
Diluted income (loss) per common share
|
|
$
|
0.05
|
|
|
$
|
(2.58
|
)
|
|
$
|
(2.69
|
)
|
For the years ended December 31, 2019, 2018 and 2017, the Company has excluded the following common stock options and awards because their impact on the loss per share is anti-dilutive (in thousands on a weighted average basis):
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(In thousands)
|
|
Director stock awards
|
|
|
6
|
|
|
|
9
|
|
|
|
8
|
|
Stock options
|
|
|
185
|
|
|
|
6
|
|
|
|
21
|
|
Performance share units
|
|
|
15
|
|
|
|
169
|
|
|
|
160
|
|
Restricted stock awards
|
|
|
46
|
|
|
|
240
|
|
|
|
186
|
|
71
Table of Contents
20. Quarterly Results of Operations (Unaudited):
|
|
Quarter Ended
|
|
|
|
March 31
|
|
|
June 30
|
|
|
September 30
|
|
|
December 31
|
|
|
|
(In thousands, except per share data)
|
|
|
|
Unaudited
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
94,317
|
|
|
$
|
103,808
|
|
|
$
|
108,227
|
|
|
$
|
108,454
|
|
Cost of sales
|
|
|
69,376
|
|
|
|
73,867
|
|
|
|
76,023
|
|
|
|
75,741
|
|
Gross profit
|
|
|
24,941
|
|
|
|
29,941
|
|
|
|
32,204
|
|
|
|
32,713
|
|
Operating income (loss)
|
|
|
(5,603
|
)
|
|
|
2,120
|
|
|
|
222
|
|
|
|
6,064
|
|
Net income (loss)
|
|
|
(6,051
|
)
|
|
|
1,681
|
|
|
|
(1,310
|
)
|
|
|
7,400
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic (1)
|
|
$
|
(0.17
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.21
|
|
Diluted (1)
|
|
$
|
(0.17
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.21
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
99,173
|
|
|
$
|
94,861
|
|
|
$
|
93,257
|
|
|
$
|
97,335
|
|
Cost of sales
|
|
|
73,485
|
|
|
|
75,537
|
|
|
|
71,113
|
|
|
|
73,438
|
|
Gross profit
|
|
|
25,688
|
|
|
|
19,324
|
|
|
|
22,144
|
|
|
|
23,897
|
|
Operating loss
|
|
|
(6,277
|
)
|
|
|
(3,748
|
)
|
|
|
(14,084
|
)
|
|
|
(98,629
|
)
|
Net loss
|
|
|
(7,383
|
)
|
|
|
(3,042
|
)
|
|
|
(10,358
|
)
|
|
|
(74,912
|
)
|
Loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic (1)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(2.02
|
)
|
Diluted (1)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(2.02
|
)
|
(1)
|
The sum of the quarterly per share amounts may not equal the annual amount reported, as per share amounts are computed independently for each quarter and for the full year.
|
21. Subsequent Events
None.
72
Table of Contents