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Note 5 - Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2017
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]
Note
5
- Goodwill and Other Intangible Assets
 
On
November 30, 2017,
the Company acquired all of the outstanding equity interests of O-Tex
 Holdings, Inc., and its operating subsidiaries ("O-Tex"). See Note
12
- Mergers and Acquisitions for further discussion on the O-Tex transaction. As of
December 31, 2017,
all off the goodwill reported in the Company's consolidated balance sheet is related to the O-Tex acquisition.
 
During the
first
quarter of
2016,
utilization and commodity price levels continued to fall towards unprecedented levels and the resulting negative impact on the Company
’s results of operations, coupled with the sustained decrease in the Company’s stock price, were deemed triggering events that led to an interim period test for goodwill impairment. The Company chose to bypass a qualitative approach and instead opted to employ the detailed Step
1
impairment testing methodologies discussed below.
 
Income approach
 
The income approach impairment testing methodology is based on a discounted cash flow model, which utilizes present values of cash flows to estimate fair value. For the Completion Services and Well Support Services reporting units, the future cash flows were projected based on estimates of projected revenue growth, fleet and rig count, utilization, gross profit rates, SG&A rates, working capital fluctuations, and capital expenditures. For the Other Services reporting unit, the future cash flows were projected based primarily on estimates of future demand for manufactured and refurbished equipment as well as parts and service, gross profit rates, SG&A rates, working capital fluctuations, and capital expenditures. Forecasted cash flows for the
three
reporting units took into account known market conditions as of
March 31, 2016,
and management
’s anticipated business outlook, both of which had been impacted by the sustained decline in commodity prices.
 
A terminal period was used to reflect an estimate of stable, perpetual growth. The terminal period reflects a terminal growth rate of
2.5%
for all
three
reporting units, including an estimated inflation factor.
 
The future cash flows were discounted using a market-participant risk-adjusted weighted average cost of capital (“WACC”) of
14.5%
for Completion Services,
14.0%
for Well Support Services, and
16.0%
for Other Services reporting units. These assumptions were derived from unobservable inputs and reflect management
’s judgments and assumptions.
 
Market approach
 
The market approach impairment testing methodology is based upon the guideline public company method. The application of the guideline public company method was based upon selected public companies operating within the same industry as the Company. Based on this set of comparable competitor data, price-to-earnings multiples were derived and a range of price-to-earnings multiples was determined for each reporting unit. Selected market multiples were
10.6x
for Completion Services,
10.5x
for Well Support Services and
11.0x
for Other Services reporting units.
 
The fair value determined under the market approach is sensitive to these market multiples, and a decline in any of the multiples could reduce the estimated fair value of any of the
three
reporting units below their respective carrying values. Earnings estimates were derived from unobservable inputs that require significant estimates, judgments and assumptions as described in the income approach.
 
The estimated fair value determined under the income approach was consistent with the estimated fair value determined under the market approach. The concluded fair value for the Completion Services and Well Support Services reporting units consisted of a weighted average, with an
80.0%
weight under the income approach and a
20.0%
weight under the market approach. The concluded fair value for the Other Services reporting unit consisted of a weighted average with a
50.0%
weight under the income approach and a
50.0%
weight under the market approach.
 
The results of the Step
1
impairment testing indicated potential impairment in the Well Support Services reporting unit. The goodwill associated with both the Completion Services and Other Services reporting units was completely impaired during the
third
quarter of
2015.
As a way to validate the estimated reporting unit fair values, the total market capitalization of the Company was compared to the total estimated fair value of all reporting units, and an implied control premium was derived. Market data in support of the implied control premium was used in this reconciliation to corroborate the estimated reporting unit fair values.
 
Step
2
of the goodwill impairment testing for the Well Support Services reporting units was performed during the
first
quarter of
2016,
and the results concluded that there was
no
value remaining to be allocated to the goodwill associated with this reporting unit. As a result, the Company recognized impairment expense of
$314.3
million during
2016.
 
As of
December 31, 2016,
there was
no
goodwill remaining to be allocated across the Company's
three
reporting units. The changes in the carrying amount of goodwill for the years ended
December 31, 2017
and
2016
are as follows (in thousands):
 
   
Completion Services
   
Well Support
Services
   
Total
 
As of December 31, 2015 (Predecessor)
  $
    $
307,677
    $
307,677
 
Measurement period adjustments
   
8
     
5,382
     
5,390
 
Impairment expense
   
(8
)
   
(314,293
)
   
(314,301
)
Foreign currency translation and other adjustments
   
     
1,234
     
1,234
 
As of December 31, 2016 (Predecessor)
   
     
     
 
O-Tex acquisition
   
147,515
     
     
147,515
 
As of December 31, 2017 (Successor)
  $
147,515
    $
    $
147,515
 
 
Indefinite-Lived Intangible Assets
 
As of
December 31, 2016,
the Company had approximately
$6.0
million of intangible assets with indefinite useful lives, which were subject to annual impairment tests or more frequently if events or circumstances indicate the carrying amount
may
not
be recoverable.
 
The Company
’s intangible assets associated with intellectual property, research and development (“IPR&D”) consist of technology that is still in the testing phase; however, given the continued market downturn management has made the decision to postpone these projects. Based on the Company's evaluation, it was determined that the IPR&D carry value of
$6.0
million was impaired and written down to
zero
as of
December 31, 2016.
 
As of
December 31, 2017,
the Company has
not
acquired additional indefinite-lived intangible assets, and the IPR&D intangible assets remain at
zero
.
 
Definite-Lived Intangible Assets
 
The Company reviews definite-lived intangible assets, along with PP&E, for impairment when a triggering event indicates that the asset
may
have a net book value in excess of recoverable value. During
2016,
management determined the sustained low commodity price levels coupled with the sustained decrease in the Company
’s share price were deemed triggering events that provided indicators that its definite-lived intangible assets
may
be impaired. The Company performed a recoverability test on all of its definite-lived intangible assets and PP&E by comparing the estimated future net undiscounted cash flows expected to be generated from the use of these assets to the carrying amounts of the assets for recoverability. If the estimated undiscounted cash flows exceed the carrying amount of the assets, an impairment does
not
exist, and a loss will
not
be recognized. If the undiscounted cash flows are less than the carrying amount of the assets, the assets are
not
recoverable, and the amount of impairment must be determined by fair valuing the assets.
 
Recoverability testing through
June 30, 2016
resulted in the determination that certain intangible assets associated with the Company
’s wireline and artificial lift lines of business were
not
recoverable. The fair value of the wireline and artificial lift assets was determined to be approximately
$38.2
million and
zero
, respectively, resulting in impairment expense of
$50.4
million and
$4.6
million, respectively. For the year ended
December 31, 2016,
the Company recorded
$55.0
million of impairment expense, as the intangible assets assessed were determined
not
to be recoverable. For the year ended
December 31, 2015,
recoverability testing resulted in
$11.2
million of impairment expense as the intangible assets assessed were determined
not
to be recoverable.
 
The changes in the carrying amounts of other intangible assets for the year ended
December 31, 2017
are as follows (in thousands):
 
 
Predecessor
   
Successor
 
 
Amortization
Period
(in years)
 
December 31, 2016
   
Fresh Start Adjustments
   
On January 1, 2017
   
Acquisition / (Divestiture)
   
Amortization Expense
   
December 31, 2017
 
Customer relationships
8
-
15
  $
80,826
    $
(80,826
)
  $
    $
58,100
    $
    $
58,100
 
Trade name
10
-
15
   
29,994
     
26,506
     
56,500
     
11,800
     
     
68,300
 
Developed technology
5
-
15
   
21,516
     
(17,616
)
   
3,900
     
(3,900
)
   
     
 
Non-compete
4
-
5
   
2,600
     
(2,600
)
   
     
1,600
     
     
1,600
 
Patents
 
10
 
   
35
     
(35
)
   
     
     
     
 
 
 
 
 
   
134,971
     
(74,571
)
   
60,400
     
67,600
     
     
128,000
 
Less: accumulated
amortization
 
   
(58,914
)
   
58,914
     
     
     
(4,163
)
   
(4,163
)
Intangible assets, net
 
  $
76,057
    $
(15,657
)
  $
60,400
    $
67,600
    $
(4,163
)
  $
123,837
 
 
Amortization expense for the years ended
December
 
31,
2017,
2016
and
2015
totaled
$4.2
million,
$10.8
million and
$14.5
million, respectively.
 
Estimated amortization expense for each of the next
five
years and thereafter is as follows (in thousands):
 
Years Ending December
31,
 
 
 
 
2018
  $
8,747
 
2019
   
8,747
 
2020
   
8,747
 
2021
   
8,747
 
2022
   
8,720
 
Thereafter
   
80,129
 
    $
123,837