Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 11, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-13270 | |
Entity Incorporation, State | DE | |
Entity Tax Identification Number | 90-0023731 | |
Entity Address, Address Line One | 8846 N. Sam Houston Parkway W. | |
Entity Address, City or Town | Houston, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77064 | |
City Area Code | 713 | |
Local Phone Number | 849-9911 | |
Title of each class | Common Stock, $0.0001 par value | |
Trading Symbol(s) | FTK | |
Name of each exchange on which registered | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 73,094,901 | |
Entity Registrant Name | FLOTEK INDUSTRIES INC/CN | |
Entity Central Index Key | 0000928054 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 49,193 | $ 100,575 |
Restricted cash | 664 | 663 |
Accounts receivable, net of allowance for doubtful accounts of $1,150 and $1,527 at September 30, 2020 and December 31, 2019, respectively | 10,629 | 15,638 |
Inventories, net | 14,370 | 23,210 |
Income taxes receivable | 754 | 631 |
Other current assets | 3,427 | 13,191 |
Total current assets | 79,037 | 153,908 |
Property and equipment, net | 8,694 | 39,829 |
Operating lease right-of-use assets | 2,368 | 16,388 |
Goodwill | 8,092 | 0 |
Deferred tax assets, net | 249 | 152 |
Other intangible assets, net | 0 | 20,323 |
Other long-term assets | 33 | 0 |
TOTAL ASSETS | 98,473 | 230,600 |
Current liabilities: | ||
Accounts payable | 6,201 | 16,231 |
Accrued liabilities | 13,084 | 24,552 |
Income taxes payable | 25 | 0 |
Interest payable | 22 | 0 |
Current portion of long-term debt | 3,462 | 0 |
Current portion of operating lease liabilities | 651 | 486 |
Current portion of finance lease liabilities | 58 | 55 |
Total current liabilities | 23,503 | 41,324 |
Long-term debt, less current portion | 2,201 | 0 |
Deferred revenue, long-term | 104 | 0 |
Long-term operating lease liabilities | 8,408 | 16,973 |
Long-term finance lease liabilities | 114 | 158 |
Deferred tax liabilities, net | 14 | 116 |
Total liabilities | 34,344 | 58,571 |
Commitments and contingencies (See Note 19) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 100,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 140,000,000 shares authorized; 77,972,135 shares issued and 73,323,001 shares outstanding at September 30, 2020; 63,656,897 shares issued and 59,511,416 shares outstanding at December 31, 2019 | 7 | 6 |
Additional paid-in capital | 358,726 | 347,564 |
Accumulated other comprehensive income | 11 | 181 |
Accumulated deficit | (261,008) | (142,238) |
Treasury stock, at cost; 4,649,134 and 4,145,481 shares at September 30, 2020 and December 31, 2019, respectively | (33,607) | (33,484) |
Total stockholders’ equity | 64,129 | 172,029 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 98,473 | $ 230,600 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,150 | $ 1,527 |
Preferred stock, at par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 140,000,000 | 140,000,000 |
Common stock, shares issued (in shares) | 77,972,135 | 63,656,897 |
Common stock, shares outstanding (in shares) | 73,323,001 | 59,511,416 |
Treasury stock, shares (in shares) | 4,649,134 | 4,145,481 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 12,739 | $ 21,879 | $ 41,035 | $ 99,827 |
Costs and expenses: | ||||
Operating expenses (excluding depreciation and amortization) | 29,466 | 23,622 | 63,939 | 105,711 |
Corporate general and administrative | 2,679 | 5,685 | 12,568 | 19,020 |
Depreciation and amortization | 518 | 2,058 | 3,177 | 6,437 |
Research and development | 1,480 | 2,297 | 5,673 | 6,658 |
(Gain) loss on disposal of long-lived assets | (37) | 3 | (92) | 1,096 |
Impairment of goodwill | 11,706 | 0 | 11,706 | 0 |
Impairment of fixed and long-lived assets | 12,521 | 0 | 69,975 | 0 |
Total costs and expenses | 58,333 | 33,665 | 166,946 | 138,922 |
Loss from operations | (45,594) | (11,786) | (125,911) | (39,095) |
Other (expense) income: | ||||
Gain on lease termination | 0 | 0 | 576 | 0 |
Interest expense | (19) | (1) | (40) | (2,014) |
Other income, net | 291 | 436 | 322 | 1,238 |
Total other income (expense), net | 272 | 435 | 858 | (776) |
Loss before income taxes | (45,322) | (11,351) | (125,053) | (39,871) |
Income tax benefit | 81 | 191 | 6,282 | 694 |
Loss from continuing operations | (45,241) | (11,160) | (118,771) | (39,177) |
Income from discontinued operations, net of tax | 0 | 117 | 0 | 44,583 |
Net (loss) income | $ (45,241) | $ (11,043) | $ (118,771) | $ 5,406 |
Basic earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | $ (0.66) | $ (0.19) | $ (1.75) | $ (0.67) |
Discontinued operations, net of tax (in dollars per share) | 0 | 0 | 0 | 0.76 |
Basic earnings (loss) per common share (in dollars per share) | (0.66) | (0.19) | (1.75) | 0.09 |
Diluted earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | (0.66) | (0.19) | (1.75) | (0.67) |
Discontinued operations, net of tax (in dollars per share) | 0 | 0 | 0 | 0.76 |
Diluted earnings (loss) per common share (in dollars per share) | $ (0.66) | $ (0.19) | $ (1.75) | $ 0.09 |
Weighted average common shares: | ||||
Weighted average common shares used in computing basic earnings (loss) per common share (in shares) | 68,217 | 58,608 | 68,063 | 58,491 |
Weighted average common shares used in computing diluted earnings (loss) per common share (in shares) | 68,217 | 58,608 | 68,063 | 58,491 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Loss from continuing operations | $ (45,241) | $ (11,160) | $ (118,771) | $ (39,177) |
Income from discontinued operations, net of tax | 0 | 117 | 0 | 44,583 |
Net (loss) income | (45,241) | (11,043) | (118,771) | 5,406 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | (40) | 36 | (168) | 154 |
Comprehensive (loss) income | $ (45,281) | $ (11,007) | $ (118,939) | $ 5,560 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (118,771,000) | $ 5,406,000 |
Less: Income from discontinued operations, net of tax | 0 | 44,583,000 |
Loss from continuing operations | (118,771,000) | (39,177,000) |
Adjustments to reconcile loss from continuing operations to net cash (used in) provided by operating activities: | ||
Change in fair value of contingent consideration | 3,200,000 | 0 |
Depreciation and amortization | 3,177,000 | 6,437,000 |
Amortization of deferred financing costs | 0 | 1,428,000 |
Provision for doubtful accounts | 494,000 | 426,000 |
Provision for excess and obsolete inventory | 10,465,000 | 0 |
Impairment of goodwill | 11,706,000 | 0 |
Impairment of right-of-use assets | 7,434,000 | 0 |
Impairment of fixed assets | 30,178,000 | 0 |
Impairment of intangible assets | 32,363,000 | 0 |
(Gain)/loss on disposal of long-lived assets | (668,000) | 1,096,000 |
Non-cash lease expense | 299,000 | 813,000 |
Stock compensation expense | 2,208,000 | 2,829,000 |
Deferred income tax provision | (199,000) | 17,983,000 |
Reduction in tax benefit related to share-based awards | 0 | 24,000 |
Changes in current assets and liabilities: | ||
Accounts receivable, net | 4,714,000 | 21,629,000 |
Inventories, net | 3,186,000 | 3,000,000 |
Income taxes receivable | (140,000) | 2,853,000 |
Other current assets | 823,000 | (4,036,000) |
Other long-term assets | (16,000) | 3,286,000 |
Accounts payable | (11,906,000) | (4,434,000) |
Accrued liabilities | (17,689,000) | (14,205,000) |
Income taxes payable | 25,000 | 595,000 |
Interest payable | 22,000 | (8,000) |
Net cash (used in) provided by operating activities | (39,095,000) | 539,000 |
Cash flows from investing activities: | ||
Capital expenditures | (836,000) | (1,869,000) |
Proceeds from sale of business | 9,907,000 | 155,498,000 |
Proceeds from sale of assets | 86,000 | 234,000 |
Purchase of JP3, net of cash acquired | (26,284,000) | 0 |
Purchase of patents and other intangible assets | (8,000) | (590,000) |
Net cash (used in) provided by investing activities | (17,135,000) | 153,273,000 |
Cash flows from financing activities: | ||
Borrowings on revolving credit facility | 0 | 42,984,000 |
Repayments on revolving credit facility | 0 | (92,613,000) |
Proceeds from Paycheck Protection Program loan | 4,788,000 | 0 |
Purchase of treasury stock related to share-based awards | (123,000) | (207,000) |
Proceeds from sale of common stock | 416,000 | 7,000 |
Payments for finance leases | (152,000) | (51,000) |
Net cash provided by (used in) financing activities | 4,929,000 | (49,880,000) |
Discontinued operations: | ||
Net cash used in operating activities | 0 | (321,000) |
Net cash provided by investing activities | 0 | 337,000 |
Net cash flows provided by discontinued operations | 0 | 16,000 |
Effect of changes in exchange rates on cash and cash equivalents | (80,000) | 2,000 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (51,381,000) | 103,950,000 |
Cash and cash equivalents at the beginning of period | 100,575,000 | 3,044,000 |
Restricted cash at the beginning of period | 663,000 | 0 |
Cash and cash equivalents and restricted cash at beginning of period | 101,238,000 | 3,044,000 |
Cash and cash equivalents at end of period | 49,193,000 | 106,994,000 |
Restricted cash at the end of period | 664,000 | 663,000 |
Cash and cash equivalents and restricted cash at the end of period | $ 49,857,000 | $ 107,657,000 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) |
Beginning balance at Dec. 31, 2018 | $ 202,013 | $ 6 | $ (33,237) | $ 343,536 | $ 31 | $ (108,323) |
Beginning balance (in shares) at Dec. 31, 2018 | 62,163,000 | 3,770,000 | ||||
Increase (Decrease) in Equity | ||||||
Net (loss) income | 5,406 | 5,406 | ||||
Foreign currency translation adjustment | 154 | 154 | ||||
Stock issued under employee stock purchase plan | 15 | 15 | ||||
Stock issued under employee stock purchase plan (in shares) | (7,000) | |||||
Restricted stock granted (in shares) | 875,000 | |||||
Restricted stock forfeited (in shares) | 292,000 | |||||
Treasury stock purchased | (207) | $ (207) | ||||
Treasury stock purchased (in shares) | 74,000 | |||||
Stock compensation expense | 2,841 | 2,841 | ||||
Stock issued in JP3 acquisition | 0 | |||||
Ending balance at Sep. 30, 2019 | 210,222 | $ 6 | $ (33,444) | 346,392 | 185 | (102,917) |
Ending balance (in shares) at Sep. 30, 2019 | 63,038,000 | 4,129,000 | ||||
Beginning balance at Jun. 30, 2019 | 220,120 | $ 6 | $ (33,378) | 345,217 | 149 | (91,874) |
Beginning balance (in shares) at Jun. 30, 2019 | 62,956,000 | 3,948,000 | ||||
Increase (Decrease) in Equity | ||||||
Net (loss) income | (11,043) | (11,043) | ||||
Foreign currency translation adjustment | 36 | 36 | ||||
Restricted stock granted (in shares) | 82,000 | |||||
Restricted stock forfeited (in shares) | 159,000 | |||||
Treasury stock purchased | (66) | $ (66) | ||||
Treasury stock purchased (in shares) | 30,000 | |||||
Stock compensation expense | 1,160 | 1,160 | ||||
Ending balance at Sep. 30, 2019 | 210,222 | $ 6 | $ (33,444) | 346,392 | 185 | (102,917) |
Ending balance (in shares) at Sep. 30, 2019 | 63,038,000 | 4,129,000 | ||||
Beginning balance at Dec. 31, 2019 | 172,029 | $ 6 | $ (33,484) | 347,565 | 179 | (142,237) |
Beginning balance (in shares) at Dec. 31, 2019 | 63,657,000 | 4,145,000 | ||||
Increase (Decrease) in Equity | ||||||
Net (loss) income | (118,771) | (118,771) | ||||
Foreign currency translation adjustment | (168) | (168) | ||||
Stock issued under employee stock purchase plan | 78 | 78 | ||||
Stock issued under employee stock purchase plan (in shares) | (50,000) | |||||
Restricted stock granted | $ 338 | 338 | ||||
Restricted stock granted (in shares) | 2,815,238 | 2,815,000 | ||||
Restricted stock forfeited (in shares) | 457,000 | |||||
Treasury stock purchased | $ (123) | $ (123) | ||||
Treasury stock purchased (in shares) | 97,000 | |||||
Stock compensation expense | 2,208 | 2,208 | ||||
Stock issued in JP3 acquisition | $ 8,538 | $ 1 | 8,537 | |||
Stock issued in JP3 acquisition (shares) | 11,500,000 | 11,500,000 | ||||
Ending balance at Sep. 30, 2020 | $ 64,129 | $ 7 | $ (33,607) | 358,726 | 11 | (261,008) |
Ending balance (in shares) at Sep. 30, 2020 | 77,972,000 | 4,649,000 | ||||
Beginning balance at Jun. 30, 2020 | 108,706 | $ 7 | $ (33,566) | 357,981 | 51 | (215,767) |
Beginning balance (in shares) at Jun. 30, 2020 | 77,626,000 | 4,459,000 | ||||
Increase (Decrease) in Equity | ||||||
Net (loss) income | (45,241) | (45,241) | ||||
Foreign currency translation adjustment | (40) | (40) | ||||
Stock issued under employee stock purchase plan | 58 | 58 | ||||
Stock issued under employee stock purchase plan (in shares) | (25,000) | |||||
Restricted stock granted (in shares) | 346,000 | |||||
Restricted stock forfeited (in shares) | 179,000 | |||||
Treasury stock purchased | (41) | $ (41) | ||||
Treasury stock purchased (in shares) | 36,000 | |||||
Stock compensation expense | 687 | 687 | ||||
Ending balance at Sep. 30, 2020 | $ 64,129 | $ 7 | $ (33,607) | $ 358,726 | $ 11 | $ (261,008) |
Ending balance (in shares) at Sep. 30, 2020 | 77,972,000 | 4,649,000 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | Organization and Significant Accounting Policies Organization and Nature of Operations Flotek Industries, Inc. (“Flotek” or the “Company”) is a technology-driven, specialty chemistry and data company that serves customers across industrial, commercial and consumer markets. Flotek’s Chemistry Technologies segment develops, manufactures, packages, distributes, delivers, and markets high-quality sanitizers and disinfectants for commercial, governmental and personal consumer use. Additionally, Flotek empowers the energy industry to maximize the value of their hydrocarbon streams and improve return on invested capital through its real-time data platforms and chemistry technologies. Flotek serves downstream, midstream and upstream customers, both domestic and international. During the second quarter of 2020, the Company acquired JP3 Measurement, LLC (“JP3”) and evaluated segment information. The Company identified two operating segments: Chemistry Technologies and Data Analytics, which are both supported by its continuing Research & Innovation advanced laboratory capabilities. For further discussion of our operations and segments, refer to Note 18, “Business Segment, Geographic and Major Customer Information.” For further discussion of the JP3 acquisition, refer to Note 3, “JP3 Acquisition.” The Company was initially incorporated under the laws of the Province of British Columbia in 1985. In October 2001, the Company changed its corporate domicile to the state of Delaware. Basis of Presentation The accompanying unaudited Financial Statements reflect all adjustments, in the opinion of management, necessary for fair statement of the financial condition and results of operations for the periods presented. All such adjustments are normal and recurring in nature. The Financial Statements, including selected notes, have been prepared in accordance with applicable rules and regulations of the SEC regarding interim financial reporting and do not include all information and disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for comprehensive financial statement reporting. These interim Financial Statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report. A copy of the 2019 Annual Report is available on the SEC’s website, www.sec.gov, under the Company’s ticker symbol (“FTK”) or on Flotek’s website, www.flotekind.com. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company does not have investments in any unconsolidated subsidiaries. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates. Impact of COVID-19 On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”) a global pandemic, which continues to exist throughout the United States and around the world. While this outbreak continues to severely impact global economic activity, during the third quarter of 2020 many countries and many states within the United States began to develop a plan to gradually re-open businesses and schools and lift some restrictions related to quarantines and travel with guidance from federal, state and local legislators. The current resurgence of COVID-19 could have a negative impact upon both our digital and oil field chemical business. The November 2020 announcement by Pfizer of a potential COVID-19 vaccine could reduce the demand for our janitorial and sanitizer products. The effects of the COVID-19 pandemic, including actions taken by businesses and governments, have resulted in a significant and continued reduction in international and U.S. economic activity. These effects and the volatility in oil prices have materially and adversely affected, and may continue to materially and adversely affect, the demand for oil and natural gas as well as for our services and products. In the second and third quarters of 2020, these conditions and the related financial impact have continued and, in some cases, worsened. The Company’s primary markets in the U.S. are particularly subject to the financial impact of a collapse in oil prices. As a result, the Company recorded an impairment to property, plant and equipment, intangible assets, and operating right-of-use assets during the first quarter of 2020 and additional impairment charges to goodwill and intangible assets in the third quarter of 2020. See Note 10, “Impairment of Fixed and Long-lived Assets”. In addition, the Company adopted social distancing and work-from-home procedures, which have had and may continue to have an impact on the ability of employees and management of the Company to communicate and work efficiently. In response to the deteriorating market conditions and anticipating ongoing volatility, the Company has also reduced its cost structure to meet anticipated market activity and reduce the Company’s break-even levels. Among other cost-cutting and cash preservation initiatives: • The Company’s CEO, John W. Gibson, Jr., reduced his base salary by 20% , and each of the other executive officers reduced his or her salary by 10% , through December 31, 2020 in exchange for restricted stock, effective as of April 1, 2020. • The board of directors of Flotek approved a 20% reduction in the fees to be paid to the directors, effective as of April 1, 2020. • The Company consolidated office space by moving all employees at its corporate headquarters into the Houston Global Resource and Innovation Center, (“GRIC”) facility and buying out the remaining term of the corporate headquarters lease for a significant discount, with the move completed by the end of June 2020. • The Company decreased discretionary spending across all business operations. • The Company reduced overall headcount by 35% on March 30, 2020. Additionally, the Company reduced the headcount of the Data Analytics segment by 35% in October 2020. While the full impact and duration of the COVID-19 outbreak is not yet known, we are closely monitoring the effects of the pandemic on commodity demands and on our customers, as well as on our operations and employees. Any future development and effects are highly uncertain and cannot be predicted, including the scope and duration of the pandemic; further adverse revenue, accounts receivable aging and collections, and net income effects; disruptions to our operations; third-party providers’ ability to support our operations; customer shutdowns of oil and gas exploration and production; the effectiveness of our work from home arrangements; employee impacts from illness, school closures and other community response measures; any actions taken by governmental authorities and other third parties in response to the pandemic; and temporary closures of our facilities or the facilities of our customers and suppliers. Restricted Cash The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its credit card program with a financial institution. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not impact previously reported net loss and stockholders’ equity. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Application of New Accounting Standards Effective January 1, 2019, the Company adopted the accounting guidance in Accounting Standards Update (“ASU”) No. 2016-02, “ Leases, ” including subsequent amendments. This standard (ASC 842) requires the recognition of Right-Of-Use (“ROU”) assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP (ASC 840). Upon adoption, the Company recorded operating lease ROU assets and corresponding operating lease liabilities, net of deferred rent, representing the present value of future lease payments under operating leases with terms of greater than twelve months. The adoption of this standard did not have a material impact on the consolidated statements of operations or cash flows. Refer to Note 5 — “Leases” for further information surrounding adoption of this new standard. Effective January 1, 2019, the Company adopted ASU No. 2018-02, “ Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income .” This standard allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act. Implementation of this standard did not have a material effect on the consolidated financial statements and related disclosures. Effective January 1, 2019, the Company adopted ASU No. 2018-07, “ Improvements to Nonemployee Share-Based Payment Accounting .” This standard expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. Implementation of this standard did not have a material effect on the consolidated financial statements and related disclosures. New Accounting Requirements and Disclosures Effective January 1, 2020, the Company adopted ASU No. 2018-13, “ Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement .” This standard removes, modifies, and adds additional requirements for disclosures related to fair value measurement in ASC 820. The pronouncement is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted in any interim period. Implementation of this standard did not have a material effect on the consolidated financial statements and related disclosures. New Accounting Standards to be Adopted The Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes .” This standard removes specific exceptions to the general principles in Topic 740. The pronouncement is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted for public companies for periods in which financial statements have not yet been issued. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures. The FASB issued ASU No. 2016-13, “ Measurement of Credit Losses on Financial Instruments .” This standard replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The pronouncement is effective for smaller reporting companies for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this standard, including subsequent amendments, on the consolidated financial statements and related disclosures. |
JP3 Acquisition
JP3 Acquisition | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
JP3 Acquisition | JP3 Acquisition During the second quarter of 2020, the Company acquired 100% ownership of JP3, a privately-held data and analytics technology company, in a cash-and-stock transaction. JP3’s real-time data platforms combine the energy industry’s only field-deployable, inline optical analyzer with proprietary cloud visualization and analytics, targeting an increase of processing efficiencies and valuation of natural gas, crude oil, and refined fuels. The transaction was valued at approximately $36.6 million , as of the transaction closing date, comprised of $25.0 million in cash, subject to certain adjustments and contingent consideration as described below, and 11.5 million shares in Flotek common stock with an estimated fair value of $8.5 million , net of a discount for marketability due to a lock-up period. The payment of $25.0 million was subject to certain purchase price adjustments, and the total non-equity consideration at closing was comprised of $25.0 million plus net working capital in excess of the target net working capital of $1.9 million . Additionally, the Company was subject to contingent consideration estimated at $1.2 million for two potential earn-out provisions totaling $5.0 million based on certain stock performance targets. The first and second earn-out provisions occur if the ten-day volume-weighted average share price equals or exceeds $2 per share and $3 per share, respectively, before May 18, 2025. The following table summarizes the fair value of JP3’s assets acquired as of the closing date of May 18, 2020 (in thousands): Tradenames and trademarks $ 1,100 Technology and know-how 5,000 Customer lists 6,800 Inventory 7,100 Cash 604 Net working capital, net of cash and inventory (1,063 ) Fixed assets 426 Long-term debt assumed and other assets (liabilities) (893 ) Goodwill 17,522 Net assets acquired $ 36,596 The Company recorded transaction costs of $0.5 million for professional services including legal, accounting, and other professional or consulting fees in connection with the JP3 acquisition to the Company’s operating expenses (excluding depreciation and amortization) in the consolidated statements of operations during the second quarter of 2020. During the third quarter of 2020, the Company made certain measurement period adjustments to inventory, resulting in an increase of goodwill of $2.3 million . See Note 8 - “Inventories”. As discussed in Note 10-“Impairment of Fixed and Long-lived Assets”, during the third quarter of 2020, the Company identified a triggering event under ASC 350, Intangibles — Goodwill and Other , and completed an impairment analysis at the Data Analytics reporting unit level. During the three months ended September 30, 2020, the Company recognized a goodwill impairment charge of $11.7 million and finite-lived intangible assets impairment charge of $12.5 million in the Data Analytics reporting unit, which resulted from the extended impact of COVID-19 and subsequent decline in oil and gas and lower performance than expected by the reporting unit. As a result of these factors, the Company concluded that sufficient indicators existed to require an interim quantitative assessment of goodwill for that reporting unit as of September 30, 2020. The fair value of the reporting unit was estimated based on an analysis of the present value of future discounted cash flows. The significant estimates used in the discounted cash flows model included the Company’s weighted average cost of capital, projected cash flows and the long-term rate of growth. During the third quarter of 2020, the first stock performance target was achieved, and the Company recorded a liability of $2.5 million for the first earn-out payment, which is included in accrued liabilities in the accompanying balance sheet as of September 30, 2020. The Company also estimated the fair value of the remaining stock performance earn-out provision. At September 30, 2020, the estimated fair value of the remaining contingent liability was $1.9 million , an increase of $0.7 million during the quarter. As the achievement of earn-out provisions and changes in fair value estimates are not acquisition adjustments, the Company recorded $3.2 million of expense for achievement of the first stock performance target and the increase in the fair value of the contingent consideration as a component of operating income for continuing operations for the periods ended September 30, 2020. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On January 10, 2019 , the Company entered into a Share Purchase Agreement with Archer-Daniels-Midland Company (“ADM”) for the sale of all of the shares representing membership interests in its wholly owned subsidiary, Florida Chemical Company, LLC (“FCC”), which represented the Consumer and Industrial Chemistry Technologies (“CICT”) segment. Effective February 28, 2019 , the Company completed the sale of FCC to ADM for $175.0 million in cash consideration, with $4.4 million temporarily held in escrow by ADM for post-closing working capital adjustments for up to 90 days and $13.1 million temporarily held in escrow to satisfy potential indemnification claims by ADM with anticipated releases at 6 months , 12 months , and 15 months . Pursuant to the terms of the Share Purchase Agreement, Flotek Chemistry, LLC (“Flotek Chemistry”), a wholly owned subsidiary of the Company, entered into a supply agreement with FCC who will supply terpene at specified prices for specified quantities. The agreement will expire on December 31, 2023. As of December 31, 2019, the Company concluded that the original long-term supply agreement met the definition of a loss contract. As such, the Company recognized a loss of $19 million as of December 31, 2019, capped by the price paid for the terpene supply agreement amendment, executed in February 2020, which aligned purchase commitments to expected usage for blended products as of December 31, 2019. The Company has classified the assets, liabilities, and results of operations for this segment as “Discontinued Operations” for all periods presented. Pursuant to the post-closing working capital dispute resolution procedures set forth in the Share Purchase Agreement, the Company and ADM engaged a neutral third party auditor to help reach agreement on the final post-closing working capital adjustment. In February 2020, the third-party auditor ruled in favor of awarding ADM the entire disputed amount. As a result, the working capital adjustment escrow balance was released to ADM and a corresponding reduction was made to the gain on sale of business as of December 31, 2019. On February 26, 2020 , Flotek Chemistry entered into an amendment to the terpene supply agreement between Flotek Chemistry and FCC. Pursuant to the terms and conditions of the amendment, the terpene supply agreement was amended to, among other things, (a) reduce the minimum quantity of terpene that Flotek Chemistry is required to purchase by approximately 3/4ths in 2020 and by approximately half in each of 2021, 2022 and 2023, (b) provide a fixed per pound price for terpene in 2020, (c) reduce the maximum amount of terpene subject to the terpene supply agreement by approximately 1/3rd, and (d) change the payment terms to net 45 days . In order to make the terms and conditions of the amendment to the terpene supply agreement effective, Flotek Chemistry made a one-time payment in February 2020 of $15.8 million to ADM. The expense associated with the terpene supply agreement amendment payment was recorded as a loss on contract purchase commitments, reported in operating expenses in continuing operations in December 2019. For the nine months ended September 30, 2020 , the Company recognized a loss of $0.8 million associated with the amended terpene supply agreement due to adjustments in the Company’s expected usage of terpene in blended products in 2020. During the first quarter of 2020, as scheduled, $3.3 million of the indemnity escrow was released to the Company. During the second quarter of 2020 the remaining indemnity escrow of $6.6 million was released to the Company. The following summarized financial information has been segregated from continuing operations and reported as Discontinued Operations for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Consumer and Industrial Chemistry Technologies Revenue $ — $ — $ — $ 11,031 Operating expenses — — — (11,572 ) Research and development — — — (69 ) Loss from operations — — — (610 ) Other income — — — 35 Gain on sale of business — 148 — 67,842 Income before income taxes — 148 — 67,267 Income tax expense — (31 ) — (22,684 ) Net income from discontinued operations $ — $ 117 $ — $ 44,583 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases During the first quarter of 2020, the Company made the decision to cease use of the corporate headquarters leased offices and move corporate employees to the Global Research and Innovation Center (“GRIC”) during second quarter of 2020. In addition, the lease liability and corresponding ROU assets for the corporate headquarters and GRIC were remeasured to remove the anticipated term extensions as the Company determined it was no longer reasonably certain to utilize the extension at the GRIC. The remeasurement resulted in adjustments to lease liabilities and ROU assets totaling of $6.2 million each as of March 31, 2020. In addition, during the three months ended March 31, 2020, the Company recorded an impairment of the ROU assets totaling $7.4 million . For further discussion, refer to Note 10, “Impairment of Fixed and Long-lived Assets.” During the second quarter of 2020, the Company terminated the lease of the corporate headquarters office in exchange for a one-time payment of $1.0 million and moved all employees to the GRIC facility effective as of June 29, 2020. As a result of terminating the corporate headquarters office lease and making the one-time payment, the Company recorded a gain on lease termination of $0.6 million recorded in gain on lease termination. The components of lease expense and supplemental cash flow information are as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Operating lease expense $ 258 $ 652 $ 1,112 $ 1,958 Finance lease expense: Amortization of right-of-use assets 4 357 13 577 Interest on lease liabilities 5 3 14 6 Total finance lease expense 9 360 27 583 Short-term lease expense 57 22 145 97 Total lease expense $ 324 $ 1,034 $ 1,284 $ 2,638 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 317 $ 584 $ 2,312 $ 1,749 Operating cash flows from finance leases 5 3 13 6 Financing cash flows from finance leases 51 6 152 51 Maturities of lease liabilities are as follows (in thousands): Years ending December 31, Operating Leases Finance Leases 2020 (excluding the nine months ended September 30, 2020) $ 311 $ 17 2021 1,330 70 2022 1,283 47 2023 1,311 39 2024 1,341 23 Thereafter 8,185 — Total lease payments $ 13,761 $ 196 Less: Interest (4,702 ) (24 ) Present value of lease liabilities $ 9,059 $ 172 Supplemental balance sheet information related to leases is as follows (in thousands): September 30, 2020 December 31, 2019 Operating Leases Operating lease right-of-use assets $ 2,368 $ 16,388 Current portion of operating lease liabilities $ 651 $ 486 Long-term operating lease liabilities 8,408 16,973 Total operating lease liabilities $ 9,059 $ 17,459 Finance Leases Property and equipment $ 147 $ 293 Accumulated depreciation (18 ) (28 ) Property and equipment, net $ 129 $ 265 Current portion of finance lease liabilities $ 58 $ 55 Long-term finance lease liabilities 114 158 Total finance lease liabilities $ 172 $ 213 Weighted Average Remaining Lease Term Operating leases 9.9 years 16.6 years Finance leases 3.8 years 4.6 years Weighted Average Discount Rate Operating leases 8.9 % 8.9 % Finance leases 8.5 % 9.0 % |
Leases | Leases During the first quarter of 2020, the Company made the decision to cease use of the corporate headquarters leased offices and move corporate employees to the Global Research and Innovation Center (“GRIC”) during second quarter of 2020. In addition, the lease liability and corresponding ROU assets for the corporate headquarters and GRIC were remeasured to remove the anticipated term extensions as the Company determined it was no longer reasonably certain to utilize the extension at the GRIC. The remeasurement resulted in adjustments to lease liabilities and ROU assets totaling of $6.2 million each as of March 31, 2020. In addition, during the three months ended March 31, 2020, the Company recorded an impairment of the ROU assets totaling $7.4 million . For further discussion, refer to Note 10, “Impairment of Fixed and Long-lived Assets.” During the second quarter of 2020, the Company terminated the lease of the corporate headquarters office in exchange for a one-time payment of $1.0 million and moved all employees to the GRIC facility effective as of June 29, 2020. As a result of terminating the corporate headquarters office lease and making the one-time payment, the Company recorded a gain on lease termination of $0.6 million recorded in gain on lease termination. The components of lease expense and supplemental cash flow information are as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Operating lease expense $ 258 $ 652 $ 1,112 $ 1,958 Finance lease expense: Amortization of right-of-use assets 4 357 13 577 Interest on lease liabilities 5 3 14 6 Total finance lease expense 9 360 27 583 Short-term lease expense 57 22 145 97 Total lease expense $ 324 $ 1,034 $ 1,284 $ 2,638 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 317 $ 584 $ 2,312 $ 1,749 Operating cash flows from finance leases 5 3 13 6 Financing cash flows from finance leases 51 6 152 51 Maturities of lease liabilities are as follows (in thousands): Years ending December 31, Operating Leases Finance Leases 2020 (excluding the nine months ended September 30, 2020) $ 311 $ 17 2021 1,330 70 2022 1,283 47 2023 1,311 39 2024 1,341 23 Thereafter 8,185 — Total lease payments $ 13,761 $ 196 Less: Interest (4,702 ) (24 ) Present value of lease liabilities $ 9,059 $ 172 Supplemental balance sheet information related to leases is as follows (in thousands): September 30, 2020 December 31, 2019 Operating Leases Operating lease right-of-use assets $ 2,368 $ 16,388 Current portion of operating lease liabilities $ 651 $ 486 Long-term operating lease liabilities 8,408 16,973 Total operating lease liabilities $ 9,059 $ 17,459 Finance Leases Property and equipment $ 147 $ 293 Accumulated depreciation (18 ) (28 ) Property and equipment, net $ 129 $ 265 Current portion of finance lease liabilities $ 58 $ 55 Long-term finance lease liabilities 114 158 Total finance lease liabilities $ 172 $ 213 Weighted Average Remaining Lease Term Operating leases 9.9 years 16.6 years Finance leases 3.8 years 4.6 years Weighted Average Discount Rate Operating leases 8.9 % 8.9 % Finance leases 8.5 % 9.0 % |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Revenues are recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. In recognizing revenue for products and services, the Company determines the transaction price of purchase orders or contracts with customers, which may consist of fixed and variable consideration. Determining the transaction price may require significant judgment by management, which includes identifying performance obligations, estimating variable consideration to include in the transaction price, and determining whether promised goods or services are distinct within the context of the contract. Variable consideration typically consists of product returns and is estimated based on the amount of consideration the Company expects to receive. Revenue accruals are recorded on an ongoing basis to reflect updated variable consideration information. The majority of the products from the Chemistry Technologies are sold at a point in time and service contracts are short term in nature. Sales are billed on a monthly basis with payment terms customarily 30-45 days for domestic and 60 days for international from invoice receipt. In addition, sales taxes are excluded from revenues. The Data Analytics segment recognizes revenue for sales of equipment at the time of sale. Revenue related to service and support is recognized over time. Disaggregation of Revenue The Company has disaggregated revenues by product sales (point-in-time revenue recognition) and service revenue (over-time revenue recognition). Product sales accounted for over 90% of total revenue for the three and nine months ended September 30, 2020 and 2019 . The Company differentiates revenue and operating expenses (excluding depreciation and amortization) based on whether the source of revenue is attributable to products or services. Revenue and operating expenses (excluding depreciation and amortization) disaggregated by revenue source are as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Revenue: Products $ 12,076 $ 21,031 $ 39,053 $ 96,733 Services 663 848 1,982 3,094 $ 12,739 $ 21,879 $ 41,035 $ 99,827 Operating expenses (excluding depreciation and amortization): Products $ 29,041 $ 23,542 $ 62,866 $ 105,078 Services 425 80 1,073 633 $ 29,466 $ 23,622 $ 63,939 $ 105,711 Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the total transaction price is allocated to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. Standalone selling prices are generally determined based on the prices charged to customers (“observable standalone price”) or an expected cost plus a margin approach. For combined products and services within a contract, the Company accounts for individual products and services separately if they are distinct (i.e. if a product or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration is allocated between separate products and services within a contract based on the prices at the observable standalone price. For items that are not sold separately, the expected cost plus a margin approach is used to estimate the standalone selling price of each performance obligation. Contract Balances Under revenue contracts for both products and services, customers are invoiced once the performance obligations have been satisfied, at which point payment is unconditional. Contract liabilities associated with incomplete performance obligations are not material. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Supplemental cash flow information is as follows (in thousands): Nine months ended September 30, 2020 2019 Supplemental cash payment information: Interest paid $ 20 $ 595 Income taxes paid, net of refunds (5,927 ) 887 Supplemental schedule of non-cash investing and financing activities: Equity issued - acquisition of JP3 $ 8,538 $ — Accrued capital expenditures 71 141 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are as follows (in thousands): September 30, 2020 December 31, 2019 Raw materials $ 7,413 $ 4,339 Finished goods 18,451 24,569 Inventories 25,864 28,908 Less reserve for excess and obsolete inventory (11,494 ) (5,698 ) Inventories, net $ 14,370 $ 23,210 The provision recorded in the third quarter of 2020 includes charges of $5.7 million for the Chemistry Technologies segment and $3.9 million for the Data Analytics segment. The increase in excess and obsolescence is attributable to the Company’s product rationalization efforts, which included a reduction in the number of materials carried within the portfolio and identification of those materials for which the Company will no longer actively market or carry quantities in excess of current and estimated future usage requirements. During the third quarter of 2020, the Company completed its review of inventory purchased in the JP3 acquisition. The Company identified measurement period adjustments reducing inventory by $2.3 million . For further discussion of the JP3 acquisition see Note 3, “JP3 Acquisition,” and for measurement period adjustments, see Note 11, “Goodwill.” |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment are as follows (in thousands): September 30, 2020 December 31, 2019 Land $ 3,282 $ 4,440 Buildings and leasehold improvements 6,067 38,741 Machinery and equipment 6,928 27,694 Fixed assets in progress 906 — Furniture and fixtures 645 1,671 Transportation equipment 1,190 1,440 Computer equipment and software 1,296 3,348 Property and equipment 20,314 77,334 Less accumulated depreciation (11,620 ) (37,505 ) Property and equipment, net $ 8,694 $ 39,829 Fixed assets in progress are costs incurred during the third quarter of 2020 for capitalized sanitizer equipment upgrades. Depreciation expense totaled $0.3 million and $1.6 million for the three months ended September 30, 2020 and 2019 , respectively, and $2.3 million and $5.0 million for the nine months ended September 30, 2020 and 2019 , respectively. During the three months ended March 31, 2020, an impairment was recognized for $30.2 million . No |
Impairment of Fixed and Long-li
Impairment of Fixed and Long-lived Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment of Fixed and Long-lived Assets | Impairment of Fixed and Long-lived Assets The Company recorded impairment charges of fixed and intangible assets during the following periods (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2020 Property and equipment, net $ — $ 30,178 Operating lease right-of-use assets — 7,434 Other Intangibles: Patents and technology 4,831 14,733 Customer relationships 6,631 15,796 Intangible assets in progress — 596 Trademarks and brand names 1,059 1,238 Total other intangibles 12,521 32,363 Total impairment of fixed, long-lived assets and intangibles $ 12,521 $ 69,975 During the first quarter of 2020, the price of crude oil declined by over 50%, trading below $25 per barrel, causing a significant disruption across the industry, which began to negatively impact the Company’s results of operations. These declines of results of operations were driven by an oversupply of oil, insufficient storage, and demand destruction resulting from the reaction to COVID-19. Based on these factors, the Company concluded that a triggering event occurred and, accordingly, an interim quantitative impairment test was performed as of March 31, 2020. Using the income approach, the fair value of the reporting unit was determined based on the present value of future cash flows. The Company utilized internal forecast trends and potential growth rates to estimate future cash flows of the asset group. Based on the results of the quantitative assessment, the Company concluded the carrying value of the asset group exceeded its fair value as of March 31, 2020 and an impairment loss of $57.5 million was recorded as a result of the adverse effect of the COVID-19 pandemic, estimated effect on the economy, and the related negative impact on oil and natural gas prices on projections of future cash flows. During the second quarter of 2020, the Company purchased JP3 and formed the Data Analytics segment. The segment finished the third quarter with $0.7 million of revenue, most of which came from existing customers on minor project expansions. During the third quarter, revenue declined compared to the revenue after the date of acquisition in the second quarter. These declines were driven by reduced demand in the oil and gas sector because of capital spending reductions across our customer base, potential international markets addressed in original forecast were lower than anticipated, delayed start of the Company’s global sales business executive and continued impact of COVID-19. Although the site lockdowns and extreme caution to prevent the spread of COVID-19 that began in the first half of 2020 began to ease during the third quarter, the segment saw very little of the expected repeat business and almost none from new customers due to frozen budgets. Secondly, COVID-19 restrictions adversely impacted the Company’s ability to physically gain on-site access to customers’ operations, including laboratory and testing facilities, which is a critical component to JP3’s multi-phased sales approach. In consideration of these events, management evaluated forecasted sales activity, expected margins and the long-term expectations of the Data Analytics segment. Based on these factors, the Company concluded a reduction in headcount was warranted and that a triggering event occurred in the Data Analytics segment and, accordingly, an interim quantitative impairment test was performed as of September 30, 2020. Using the income approach, the fair value of the reporting unit was determined based on the present value of future cash flows. The Company utilized internal forecast trends and potential growth rates to estimate future cash flows of the asset group. Based on the results of the quantitative assessment, the Company concluded the carrying value of the asset group exceeded its fair value as of September 30, 2020 and an impairment loss of $12.5 million in the Data Analytics reporting unit, which resulted from reduced demand in the oil and gas sector, extended impact of the COVID-19 pandemic, and lower performance than expected by the reporting unit. See Note 3 - “JP3 Acquisition”. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill from the acquisition of JP3 is as follows (in thousands): Goodwill at December 31, 2019 $ — Goodwill from acquisition of JP3 17,522 Measurement period adjustment 2,276 Impairment of goodwill (11,706 ) Goodwill at September 30, 2020 $ 8,092 During the third quarter of 2020, the Company made certain measurement period adjustments to inventory, resulting in an increase of goodwill of $2.3 million . See Note 8 - Inventories. During the three months ended September 30, 2020, the Company recognized a goodwill impairment charge of $11.7 million in the Data Analytics reporting unit. See Note 3 - JP3 Acquisition. |
Other Intangible Assets
Other Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets Other intangible assets are as follows (in thousands): September 30, 2020 December 31, 2019 Cost (1) Accumulated Amortization Cost Accumulated Amortization Finite-lived intangible assets: Patents and technology $ — $ — $ 17,493 $ 6,715 Customer relationships — — 15,367 6,013 Trademarks and brand names — — 1,351 1,160 Total finite-lived intangible assets $ — $ — $ 34,211 $ 13,888 Carrying value: Other intangible assets, net $ — $ 20,323 (1) During the three months ended September 30, 2020, the Company recorded impairment charges to patents of $4.8 million , customer lists of $6.6 million , and trademarks and brand names of $1.1 million . See Note 10 - Impairment of Fixed and Long-lived Assets. Amortization of finite-lived intangible assets acquired totaled $0.3 million and $0.5 million and $0.9 million and $1.5 million for the three months and nine months ended September 30, 2020 and 2019, respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding combined with dilutive common share equivalents outstanding, if the effect is dilutive. Potentially dilutive securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2020 and 2019 , since including them would have an anti-dilutive effect on loss per share due to the net loss incurred during the periods. Securities convertible into shares of common stock that were not considered in the diluted loss per share calculations were 0.1 million restricted stock units and 4.3 million stock options for the three and nine months ended September 30, 2020 and 0.5 million restricted stock units for the three and nine months ended September 30, 2019 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes financial assets and liabilities into the three levels of the fair value hierarchy. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value and bases categorization within the hierarchy on the lowest level of input that is available and significant to the fair value measurement. • Level 1 — Quoted prices in active markets for identical assets or liabilities; • Level 2 — Observable inputs other than Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Significant unobservable inputs that are supported by little or no market activity or that are based on the reporting entity’s assumptions about the inputs. Fair Value of Other Financial Instruments The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term nature of these accounts. The Payroll Protection Program (“PPP”) loans for Flotek and JP3 also approximate fair value due to maturity in less than two years. Liabilities Measured at Fair Value on a Recurring Basis The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy: Balance at September 30, Balance at December 31, Level 1 Level 2 Level 3 2020 Level 1 Level 2 Level 3 2019 Contingent consideration $ — $ — $ 1,900 $ 1,900 $ — $ — $ — $ — During the third quarter of 2020, the first stock performance target of the contingent consideration was achieved and the Company accrued a liability of $2.5 million , which was transferred out of Level 3 to a current liability. No other transfers occurred during three and nine month periods ending September 30, 2020. There were no transfers in or out of either Level 1, Level 2, or Level 3 fair value measurements during the period ending December 31, 2019. Assets Measured at Fair Value on a Nonrecurring Basis The Company’s non-financial assets, including property and equipment, and other intangible assets are measured at fair value on a non-recurring basis and are subject to fair value adjustment in certain circumstances. During the three months ended March 31, 2020, the Company recorded an impairment of $57.5 million for impairment on long-lived assets. Management inputs used in fair value measurements were classified as Level 3. As noted in Note 3, the Company acquired JP3 in May 2020. The fair values of JP3’s long-lived assets, and intangibles were determined using the income approach. The fair value of the the Company’s inventory was determined using the comparative sales method. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement, other than cash and working capital accounts, which carrying amounts were determined to approximate fair value due to their short-term nature. During the three months ended September 30, 2020, the Company recorded an impairment charge on finite-lived assets of $12.5 million and an impairment charge on goodwill of $11.7 million . The fair value of the reporting unit was estimated based on an analysis of the present value of future discounted cash flows. The significant estimates used in the discounted cash flows model included the Company’s weighted average cost of capital, projected cash flows and the long-term rate of growth. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement. Level 3 Rollforward for Assets and Liabilities Measured at Fair Value on a Recurring Basis In conjunction with the May 2020 acquisition of JP3, the Company recorded contingent consideration of $1.2 million . Management inputs used in the fair value measurement were classified as Level 3. During the third quarter of 2020, the first stock performance target for the contingent consideration was achieved, resulting in an accrued liability of $2.5 million . The Company also estimated the fair value of the remaining stock performance earn-out provision at September 30, 2020, and increased the estimated fair value of the contingent liability to $1.9 million . The expense for achievement of the first stock performance target and the increase in the fair value of the contingent consideration are recorded in operating expenses in continuing operations for the periods ended September 30, 2020. The following table presents the changes in contingent consideration balances classified as Level 3 balances for the three and nine months ended September 30, 2020 and 2019: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Balance - beginning of period $ 1,200 $ — $ — $ — Additions / issuances — — 1,200 — Change in fair value 3,200 — 3,200 — Transfer out of Level 3 (2,500 ) — (2,500 ) — Balance - end of period $ 1,900 $ — $ 1,900 $ — |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt In April 2020, the Company received a $4.8 million loan under the PPP, which was created through the Coronavirus Aid, Relief, and Economic Act (“CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). In connection with the acquisition of JP3 in May 2020, the Company assumed a PPP loan of $0.9 million obtained by JP3 in April 2020. The PPP loans have a fixed interest rate of 1% , mature in two years and no payments of principal or interest were due during the ten-month period beginning on the date of the PPP loans. A portion of the loans are eligible for forgiveness by the SBA depending on the extent of proceeds used for payroll costs and other designated expenses incurred for up to 24 weeks following loan origination, subject to adjustments for headcount reductions and compensation limits and provided that at least 60% of the eligible costs incurred are used for payroll. Receipt of these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support ongoing operations of the Company. This certification further requires the Company to take into account current business activity and the ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. As of September 30, 2020, the Company has not applied for or estimated the potential forgiveness on the PPP loans. The receipt of these funds, and the forgiveness of the loans attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on our future adherence to the forgiveness criteria. The term of each PPP loan is two years. The PPP loans are subject to any new guidance and new requirements released by the Department of the Treasury, which initially indicated that all companies that have received funds in excess of $2.0 million will be subject to a government (Small Business Administration) audit to further ensure PPP loans are limited to eligible borrowers in need. Long-term debt, including current portion, is as follows (in thousands): September 30, 2020 Current portion of long-term debt Flotek PPP loan $ 2,926 JP3 PPP loan 536 Total current portion of long-term debt $ 3,462 Long-term debt: Flotek PPP loan $ 1,862 JP3 PPP loan 339 Total long-term debt, net of current portion $ 2,201 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes A reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate is as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 0.2 1.7 0.1 1.0 Non-U.S. income taxed at different rates (0.2 ) 0.7 — 1.0 Increase (reduction) in tax benefit related to stock-based awards 0.1 (1.1 ) — (1.8 ) Non-deductible expenses (0.1 ) — — (0.3 ) Research and development credit — 0.4 0.1 0.6 Increase in valuation allowance (20.8 ) (20.7 ) (17.9 ) (17.9 ) Effect of tax rate differences of NOL carryback — — 1.7 — Other — (0.4 ) — (0.3 ) Effective income tax rate 0.2 % 1.6 % 5.0 % 3.3 % On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. Among other things, the CARES Act provided the ability for taxpayers to carryback a net operating loss (“NOL”) arising in a taxable year beginning after December 31, 2017 and before January 1, 2021 to each of the five years preceding the year of the loss. Based on the Company’s analysis of the extended NOL carryback provision, it recorded a tax receivable of $6.1 million as of March 31, 2020, which was received in July 2020. Fluctuations in effective tax rates have historically been impacted by permanent tax differences with no associated income tax impact, changes in the valuation allowance, changes in state apportionment factors, including the effect on state deferred tax assets and liabilities, and non-U.S. income taxed at different rates, except for the NOL carryback claim discussed above. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted rates and laws that will be in effect when the differences are expected to reverse. ASC 740, Income Taxes, provides for the recognition of deferred tax assets if realization of such assets is more-likely-than-not. In assessing the need for a valuation allowance, the Company considers all available objective and verifiable evidence, both positive and negative, including historical levels of pre-tax income (loss) both on a consolidated basis and tax reporting entity basis, legislative developments, and expectations and risks associated with estimates of future pre-tax income. As of December 31, 2019, the Company determined that it was more-likely-than-not that it would not realize the benefits of certain deferred tax assets and, therefore, it recorded a $19.9 million valuation allowance against the carrying value of net deferred tax assets, except for deferred tax liabilities related to certain state jurisdictions. As a result of the NOL carryback allowed by the CARES Act, the Company released a valuation allowance of $4.0 million related to its deferred tax assets attributable to its U.S. federal NOLs. The Company continues to have a full valuation allowance against net deferred tax assets as it is not more-likely-than-not they will be utilized. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Common Stock | Common Stock On May 5, 2020, the shareholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as previously amended, to increase the authorized shares of common stock from 80,000,000 to 140,000,000 , par value $0.0001 per share, and 100,000 of preferred stock, par value $0.0001 per share. The additional authorized shares are available for corporate purposes, including acquisitions. A reconciliation of changes in common shares issued during the nine months ended September 30, 2020 is as follows: Shares issued at December 31, 2019 63,656,897 Issued to purchase JP3 11,500,000 Issued as restricted stock award grants 2,815,238 Shares issued at September 30, 2020 77,972,135 |
Business Segment, Geographic an
Business Segment, Geographic and Major Customer Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Business Segment, Geographic and Major Customer Information | Business Segment, Geographic and Major Customer Information Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by chief operating decision-maker in deciding how to allocate resources and assess performance. The operations of the Company are categorized into two reportable segments: Chemistry Technologies and Data Analytics. Chemistry Technologies. The Chemistry Technologies segment includes specialty chemistries, logistics and technology services, which enable its customers to pursue improved efficiencies in the drilling and completion of their wells. The Company designs, develops, manufactures, packages, distributes, delivers and markets reservoir-centric fluid systems, including specialty and conventional chemistries, for use in oil and gas well drilling, cementing, completion, remediation, and stimulation activities designed to maximize recovery in both new and mature fields. Customers of the Chemistry Technologies business segment include major integrated oil and gas companies, oilfield services companies, independent oil and gas companies, pressure-pumping service companies, national and state-owned oil companies, and international supply chain management companies. In the second quarter of 2020, the Chemistry Technologies segment launched a line of sanitizers and disinfectants for commercial and personal consumer use. These products build on the Company’s historical expertise in chemistry and leverage its infrastructure, personnel, competencies, supply chain, research, and historic consumer market experiences yielding a competitive product offering in this rapidly growing segment. The newly launched products, which include the Food and Drug Administration (“FDA”) compliant hand and surface sanitizers, target growth opportunities across diverse sectors including hospitals, travel and hospitality, food services, e-commerce and retail, sports and entertainment and other industrial and commercial markets. Data Analytics. The Data Analytics segment, created in the second quarter of 2020 in conjunction with the acquisition of JP3 on May 18, 2020, includes the design, development, production, sale and support of equipment and services that create and provide valuable information about the composition of its energy customers’ hydrocarbon fluids. The customers of the Data Analytics segment span across the entire market, from production upstream to midstream facilities to refineries and distribution networks. To date, the Data Analytics segment has focused solely on North American markets. The Data Analytics segment provides real-time hydrocarbon composition data that helps its customers generate additional profit by enhancing blending, optimizing transmix, increasing efficiencies of towers, enabling automation and robotization of fluid handling, and reducing losses due to give-away (i.e. that portion of a product of higher value than what is specified) using real-time process information. The Company evaluates performance based upon a variety of criteria. The primary financial measure is segment operating income. Various functions, including certain sales and marketing activities and general and administrative activities, are provided centrally by the corporate office. Costs associated with corporate office functions, other corporate income and expense items, and income taxes are not allocated to the reportable segment. Summarized financial information of the reportable segments is as follows (in thousands): For the three months ended September 30, Chemistry Technologies Data Analytics Corporate and Other Total 2020 Net revenue from external customers $ 12,083 $ 656 $ — $ 12,739 Loss from operations, including impairment (8,880 ) (34,035 ) (2,679 ) (45,594 ) Depreciation and amortization 244 274 — 518 Additions to long-lived assets 906 — — 906 2019 Net revenue from external customers $ 21,879 $ — $ — $ 21,879 Loss from operations (5,917 ) — (5,869 ) (11,786 ) Depreciation and amortization 1,870 — 188 2,058 Additions to long-lived assets 1,102 — — 1,102 For the nine months ended September 30, Chemistry Technologies Data Analytics (1) Corporate and Other Total 2020 Net revenue from external customers $ 39,462 $ 1,573 $ — $ 41,035 Loss from operations, including impairment (75,137 ) (35,185 ) (15,589 ) (125,911 ) Depreciation and amortization 2,300 405 472 3,177 Additions to long-lived assets 906 — — 906 2019 Net revenue from external customers $ 99,827 $ — $ — $ 99,827 Loss from operations (18,407 ) — (20,688 ) (39,095 ) Depreciation and amortization 5,588 — 849 6,437 Additions to long-lived assets 1,869 — — 1,869 (1) The financial information disclosed above for Data Analytics is for the period May 18, 2020 to September 30, 2020. Assets of the Company by reportable segments are as follows (in thousands): September 30, 2020 December 31, 2019 Chemistry Technologies $ 44,764 $ 116,110 Data Analytics 11,427 — Corporate and Other 42,282 114,490 Total assets $ 98,473 $ 230,600 Geographic Information Revenue by country is based on the location where services are provided and products are used. No individual country other than the United States (“U.S.”) and the United Arab Emirates (“U.A.E.”) accounted for more than 10% of revenue. Revenue by geographic location is as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 U.S. $ 9,928 $ 19,663 $ 32,639 $ 89,653 U.A.E 1,473 865 3,781 2,662 Other countries 1,338 1,351 4,615 7,512 Total $ 12,739 $ 21,879 $ 41,035 $ 99,827 Long-lived assets held in countries other than the U.S. are not considered material to the consolidated financial statements. Major Customers Revenue from major customers, as a percentage of consolidated revenue, is as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Customer A 34.9 % 11.1 % 19.3 % * Customer B 14.1 % 35.9 % 24.7 % 16.7 % Customer C * * * 12.3 % * This customer did not account for more than 10% of revenue during this period. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company is subject to routine litigation and other claims that arise in the normal course of business. Management is not aware of any pending or threatened lawsuits or proceedings that are expected to have a material effect on the Company’s financial position, results of operations or liquidity. Commitments The Company agreed to provide indemnification to National Oilwell DHT, L.P. for certain intellectual property-related claims in connection with sale of its Teledrift business unit in 2017. The expenses incurred by the Company were minimal and $0.2 million for the three months ended September 30, 2020 and 2019, respectively, and $0.4 million and $0.2 million for the nine months ended September 30, 2020 and 2019, respectively. The Company expects to incur additional costs in the next six months, which are estimated to range between $0.3 million and $0.5 million , but could be higher. Concentrations and Credit Risk The majority of the Company’s revenue is derived from its Chemistry Technologies segment, which consists predominantly of customers within the oil and gas industry and the sanitizer industry to a lesser extent. Customers within the oil and gas industry include oilfield services companies, integrated oil and natural gas companies, independent oil and natural gas companies, and state-owned national oil companies. Customers within the sanitizer industry typically include industrial and consumer markets, including hospitals, travel and hospitality, food services, e-commerce and retail, sports and entertainment. Given the increase in global demand for sanitizer products due to COVID-19, the Company's concentration of customers is shifting and diversifying, which helps to reduce credit and business risk. Customers within the sanitizer industry are not significantly impacted by commodity prices and typically are financially stable or public institutions. The Company is subject to concentrations of credit risk within trade accounts receivable, as the Company does not generally require collateral as support for trade receivables. In addition, the majority of the Company’s cash is invested in accounts in two major financial institutions and balances often exceed insurable amounts. |
Related Party Transaction
Related Party Transaction | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Related Party Transaction In January 2017, the Internal Revenue Service (“IRS”) notified the Company that it was examining the Company’s federal tax returns for the year ended December 31, 2014. As a result of this examination, the IRS informed the Company on May 1, 2019 that certain employment taxes related to the compensation of our former CEO, Mr. Chisholm, were not properly withheld in 2014 and proposed an adjustment. Mr. Chisholm’s affiliated companies through which he provided his services have agreed to indemnify the Company for any such taxes, and Mr. Chisholm has executed a personal guaranty in favor of the Company, supporting this indemnification. At June 30, 2019, the Company recorded a liability of $2.4 million related to the estimated employment tax under-withholding for the years 2014 through 2018. At September 30, 2019, the liability totaled $1.8 million , after the Company paid $0.6 million to the IRS for these taxes and made an additional accrual covering the estimated under-withholding tax liability through 2019. In addition, at September 30, 2019 the Company recorded a receivable from the affiliated companies of Mr. Chisholm totaling $2.4 million . In October 2019, an amendment to the employment agreement was executed, giving the Company the contractual right of offset for any amounts owed to the Company, and giving the Company the right to withhold payments equal to amounts reasonably estimated to potentially become due to the Company by the affiliated companies from any amounts owed under the employment agreement. During the three months ended March 31, 2020, an additional accrual was recorded for $0.2 million related to potential penalties and interest on the IRS obligation. As of September 30, 2020, the receivable from Mr. Chisholm was $1.4 million , which is equal to the payable to the IRS and was netted with Mr. Chisholm’s severance liability. Both the IRS and severance liabilities are recorded in accrued liabilities on the consolidated balance sheet. On January 5, 2020, Mr. Chisholm ceased to be an employee of the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In October 2020, the Company executed a reduction in headcount of 35% in the Data Analytics segment. In October 2020, the Company paid $2.5 million into escrow in accordance with the terms of the JP3 Membership Interests Purchase Agreement to settle the earn-out payment recorded as a liability accrued at September 30, 2020, for the achievement of the first stock performance target as disclosed in Note 3, “JP3 Acquisition.” In October 2020, the Company received two Canadian income tax refunds totaling $0.3 million . |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates. |
Restricted Cash | Restricted Cash The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its credit card program with a financial institution. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not impact previously reported net loss and stockholders’ equity. |
Recent accounting pronouncements | Recent Accounting Pronouncements Application of New Accounting Standards Effective January 1, 2019, the Company adopted the accounting guidance in Accounting Standards Update (“ASU”) No. 2016-02, “ Leases, ” including subsequent amendments. This standard (ASC 842) requires the recognition of Right-Of-Use (“ROU”) assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP (ASC 840). Upon adoption, the Company recorded operating lease ROU assets and corresponding operating lease liabilities, net of deferred rent, representing the present value of future lease payments under operating leases with terms of greater than twelve months. The adoption of this standard did not have a material impact on the consolidated statements of operations or cash flows. Refer to Note 5 — “Leases” for further information surrounding adoption of this new standard. Effective January 1, 2019, the Company adopted ASU No. 2018-02, “ Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income .” This standard allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act. Implementation of this standard did not have a material effect on the consolidated financial statements and related disclosures. Effective January 1, 2019, the Company adopted ASU No. 2018-07, “ Improvements to Nonemployee Share-Based Payment Accounting .” This standard expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. Implementation of this standard did not have a material effect on the consolidated financial statements and related disclosures. New Accounting Requirements and Disclosures Effective January 1, 2020, the Company adopted ASU No. 2018-13, “ Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement .” This standard removes, modifies, and adds additional requirements for disclosures related to fair value measurement in ASC 820. The pronouncement is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted in any interim period. Implementation of this standard did not have a material effect on the consolidated financial statements and related disclosures. New Accounting Standards to be Adopted The Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes .” This standard removes specific exceptions to the general principles in Topic 740. The pronouncement is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted for public companies for periods in which financial statements have not yet been issued. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures. The FASB issued ASU No. 2016-13, “ Measurement of Credit Losses on Financial Instruments .” This standard replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The pronouncement is effective for smaller reporting companies for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this standard, including subsequent amendments, on the consolidated financial statements and related disclosures. |
Earnings (loss) per share | Earnings (Loss) Per Share Basic earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding combined with dilutive common share equivalents outstanding, if the effect is dilutive. Potentially dilutive securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2020 and 2019 |
Fair value measurements | Fair Value Measurements Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes financial assets and liabilities into the three levels of the fair value hierarchy. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value and bases categorization within the hierarchy on the lowest level of input that is available and significant to the fair value measurement. • Level 1 — Quoted prices in active markets for identical assets or liabilities; • Level 2 — Observable inputs other than Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Significant unobservable inputs that are supported by little or no market activity or that are based on the reporting entity’s assumptions about the inputs. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by chief operating decision-maker in deciding how to allocate resources and assess performance. The operations of the Company are categorized into two reportable segments: Chemistry Technologies and Data Analytics. Chemistry Technologies. The Chemistry Technologies segment includes specialty chemistries, logistics and technology services, which enable its customers to pursue improved efficiencies in the drilling and completion of their wells. The Company designs, develops, manufactures, packages, distributes, delivers and markets reservoir-centric fluid systems, including specialty and conventional chemistries, for use in oil and gas well drilling, cementing, completion, remediation, and stimulation activities designed to maximize recovery in both new and mature fields. Customers of the Chemistry Technologies business segment include major integrated oil and gas companies, oilfield services companies, independent oil and gas companies, pressure-pumping service companies, national and state-owned oil companies, and international supply chain management companies. In the second quarter of 2020, the Chemistry Technologies segment launched a line of sanitizers and disinfectants for commercial and personal consumer use. These products build on the Company’s historical expertise in chemistry and leverage its infrastructure, personnel, competencies, supply chain, research, and historic consumer market experiences yielding a competitive product offering in this rapidly growing segment. The newly launched products, which include the Food and Drug Administration (“FDA”) compliant hand and surface sanitizers, target growth opportunities across diverse sectors including hospitals, travel and hospitality, food services, e-commerce and retail, sports and entertainment and other industrial and commercial markets. Data Analytics. The Data Analytics segment, created in the second quarter of 2020 in conjunction with the acquisition of JP3 on May 18, 2020, includes the design, development, production, sale and support of equipment and services that create and provide valuable information about the composition of its energy customers’ hydrocarbon fluids. The customers of the Data Analytics segment span across the entire market, from production upstream to midstream facilities to refineries and distribution networks. To date, the Data Analytics segment has focused solely on North American markets. The Data Analytics segment provides real-time hydrocarbon composition data that helps its customers generate additional profit by enhancing blending, optimizing transmix, increasing efficiencies of towers, enabling automation and robotization of fluid handling, and reducing losses due to give-away (i.e. that portion of a product of higher value than what is specified) using real-time process information. The Company evaluates performance based upon a variety of criteria. The primary financial measure is segment operating income. Various functions, including certain sales and marketing activities and general and administrative activities, are provided centrally by the corporate office. Costs associated with corporate office functions, other corporate income and expense items, and income taxes are not allocated to the reportable segment. |
JP3 Acquisition (Tables)
JP3 Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of business acquisitions, by acquisition | The following table summarizes the fair value of JP3’s assets acquired as of the closing date of May 18, 2020 (in thousands): Tradenames and trademarks $ 1,100 Technology and know-how 5,000 Customer lists 6,800 Inventory 7,100 Cash 604 Net working capital, net of cash and inventory (1,063 ) Fixed assets 426 Long-term debt assumed and other assets (liabilities) (893 ) Goodwill 17,522 Net assets acquired $ 36,596 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of financial information has been segregated from continuing operations | The following summarized financial information has been segregated from continuing operations and reported as Discontinued Operations for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Consumer and Industrial Chemistry Technologies Revenue $ — $ — $ — $ 11,031 Operating expenses — — — (11,572 ) Research and development — — — (69 ) Loss from operations — — — (610 ) Other income — — — 35 Gain on sale of business — 148 — 67,842 Income before income taxes — 148 — 67,267 Income tax expense — (31 ) — (22,684 ) Net income from discontinued operations $ — $ 117 $ — $ 44,583 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of components of lease expense and supplemental cash flow information | The components of lease expense and supplemental cash flow information are as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Operating lease expense $ 258 $ 652 $ 1,112 $ 1,958 Finance lease expense: Amortization of right-of-use assets 4 357 13 577 Interest on lease liabilities 5 3 14 6 Total finance lease expense 9 360 27 583 Short-term lease expense 57 22 145 97 Total lease expense $ 324 $ 1,034 $ 1,284 $ 2,638 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 317 $ 584 $ 2,312 $ 1,749 Operating cash flows from finance leases 5 3 13 6 Financing cash flows from finance leases 51 6 152 51 |
Schedule of maturities of lease liabilities | Maturities of lease liabilities are as follows (in thousands): Years ending December 31, Operating Leases Finance Leases 2020 (excluding the nine months ended September 30, 2020) $ 311 $ 17 2021 1,330 70 2022 1,283 47 2023 1,311 39 2024 1,341 23 Thereafter 8,185 — Total lease payments $ 13,761 $ 196 Less: Interest (4,702 ) (24 ) Present value of lease liabilities $ 9,059 $ 172 |
Schedule of maturities of lease liabilities | Maturities of lease liabilities are as follows (in thousands): Years ending December 31, Operating Leases Finance Leases 2020 (excluding the nine months ended September 30, 2020) $ 311 $ 17 2021 1,330 70 2022 1,283 47 2023 1,311 39 2024 1,341 23 Thereafter 8,185 — Total lease payments $ 13,761 $ 196 Less: Interest (4,702 ) (24 ) Present value of lease liabilities $ 9,059 $ 172 |
Schedule of supplemental balance sheet information | Supplemental balance sheet information related to leases is as follows (in thousands): September 30, 2020 December 31, 2019 Operating Leases Operating lease right-of-use assets $ 2,368 $ 16,388 Current portion of operating lease liabilities $ 651 $ 486 Long-term operating lease liabilities 8,408 16,973 Total operating lease liabilities $ 9,059 $ 17,459 Finance Leases Property and equipment $ 147 $ 293 Accumulated depreciation (18 ) (28 ) Property and equipment, net $ 129 $ 265 Current portion of finance lease liabilities $ 58 $ 55 Long-term finance lease liabilities 114 158 Total finance lease liabilities $ 172 $ 213 Weighted Average Remaining Lease Term Operating leases 9.9 years 16.6 years Finance leases 3.8 years 4.6 years Weighted Average Discount Rate Operating leases 8.9 % 8.9 % Finance leases 8.5 % 9.0 % |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | Revenue and operating expenses (excluding depreciation and amortization) disaggregated by revenue source are as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Revenue: Products $ 12,076 $ 21,031 $ 39,053 $ 96,733 Services 663 848 1,982 3,094 $ 12,739 $ 21,879 $ 41,035 $ 99,827 Operating expenses (excluding depreciation and amortization): Products $ 29,041 $ 23,542 $ 62,866 $ 105,078 Services 425 80 1,073 633 $ 29,466 $ 23,622 $ 63,939 $ 105,711 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Components of supplemental cash flow information | Supplemental cash flow information is as follows (in thousands): Nine months ended September 30, 2020 2019 Supplemental cash payment information: Interest paid $ 20 $ 595 Income taxes paid, net of refunds (5,927 ) 887 Supplemental schedule of non-cash investing and financing activities: Equity issued - acquisition of JP3 $ 8,538 $ — Accrued capital expenditures 71 141 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventory | Inventories are as follows (in thousands): September 30, 2020 December 31, 2019 Raw materials $ 7,413 $ 4,339 Finished goods 18,451 24,569 Inventories 25,864 28,908 Less reserve for excess and obsolete inventory (11,494 ) (5,698 ) Inventories, net $ 14,370 $ 23,210 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Components of property and equipment | Property and equipment are as follows (in thousands): September 30, 2020 December 31, 2019 Land $ 3,282 $ 4,440 Buildings and leasehold improvements 6,067 38,741 Machinery and equipment 6,928 27,694 Fixed assets in progress 906 — Furniture and fixtures 645 1,671 Transportation equipment 1,190 1,440 Computer equipment and software 1,296 3,348 Property and equipment 20,314 77,334 Less accumulated depreciation (11,620 ) (37,505 ) Property and equipment, net $ 8,694 $ 39,829 |
Impairment of Fixed and Long-_2
Impairment of Fixed and Long-lived Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of impairment charges | The Company recorded impairment charges of fixed and intangible assets during the following periods (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2020 Property and equipment, net $ — $ 30,178 Operating lease right-of-use assets — 7,434 Other Intangibles: Patents and technology 4,831 14,733 Customer relationships 6,631 15,796 Intangible assets in progress — 596 Trademarks and brand names 1,059 1,238 Total other intangibles 12,521 32,363 Total impairment of fixed, long-lived assets and intangibles $ 12,521 $ 69,975 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Goodwill from the acquisition of JP3 is as follows (in thousands): Goodwill at December 31, 2019 $ — Goodwill from acquisition of JP3 17,522 Measurement period adjustment 2,276 Impairment of goodwill (11,706 ) Goodwill at September 30, 2020 $ 8,092 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of other intangible assets | Other intangible assets are as follows (in thousands): September 30, 2020 December 31, 2019 Cost (1) Accumulated Amortization Cost Accumulated Amortization Finite-lived intangible assets: Patents and technology $ — $ — $ 17,493 $ 6,715 Customer relationships — — 15,367 6,013 Trademarks and brand names — — 1,351 1,160 Total finite-lived intangible assets $ — $ — $ 34,211 $ 13,888 Carrying value: Other intangible assets, net $ — $ 20,323 (1) During the three months ended September 30, 2020, the Company recorded impairment charges to patents of $4.8 million , customer lists of $6.6 million , and trademarks and brand names of $1.1 million . See Note 10 - Impairment of Fixed and Long-lived Assets. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements, recurring | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy: Balance at September 30, Balance at December 31, Level 1 Level 2 Level 3 2020 Level 1 Level 2 Level 3 2019 Contingent consideration $ — $ — $ 1,900 $ 1,900 $ — $ — $ — $ — |
Schedule of fair value, liabilities measured on recurring basis, unobservable input reconciliation | The following table presents the changes in contingent consideration balances classified as Level 3 balances for the three and nine months ended September 30, 2020 and 2019: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Balance - beginning of period $ 1,200 $ — $ — $ — Additions / issuances — — 1,200 — Change in fair value 3,200 — 3,200 — Transfer out of Level 3 (2,500 ) — (2,500 ) — Balance - end of period $ 1,900 $ — $ 1,900 $ — |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Long-term debt, including current portion, is as follows (in thousands): September 30, 2020 Current portion of long-term debt Flotek PPP loan $ 2,926 JP3 PPP loan 536 Total current portion of long-term debt $ 3,462 Long-term debt: Flotek PPP loan $ 1,862 JP3 PPP loan 339 Total long-term debt, net of current portion $ 2,201 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of effective tax rate to the U.S. federal statutory tax rate | A reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate is as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 0.2 1.7 0.1 1.0 Non-U.S. income taxed at different rates (0.2 ) 0.7 — 1.0 Increase (reduction) in tax benefit related to stock-based awards 0.1 (1.1 ) — (1.8 ) Non-deductible expenses (0.1 ) — — (0.3 ) Research and development credit — 0.4 0.1 0.6 Increase in valuation allowance (20.8 ) (20.7 ) (17.9 ) (17.9 ) Effect of tax rate differences of NOL carryback — — 1.7 — Other — (0.4 ) — (0.3 ) Effective income tax rate 0.2 % 1.6 % 5.0 % 3.3 % |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of reconciliation of changes in common shares issued | A reconciliation of changes in common shares issued during the nine months ended September 30, 2020 is as follows: Shares issued at December 31, 2019 63,656,897 Issued to purchase JP3 11,500,000 Issued as restricted stock award grants 2,815,238 Shares issued at September 30, 2020 77,972,135 |
Business Segment, Geographic _2
Business Segment, Geographic and Major Customer Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of financial information regarding reportable segments | Summarized financial information of the reportable segments is as follows (in thousands): For the three months ended September 30, Chemistry Technologies Data Analytics Corporate and Other Total 2020 Net revenue from external customers $ 12,083 $ 656 $ — $ 12,739 Loss from operations, including impairment (8,880 ) (34,035 ) (2,679 ) (45,594 ) Depreciation and amortization 244 274 — 518 Additions to long-lived assets 906 — — 906 2019 Net revenue from external customers $ 21,879 $ — $ — $ 21,879 Loss from operations (5,917 ) — (5,869 ) (11,786 ) Depreciation and amortization 1,870 — 188 2,058 Additions to long-lived assets 1,102 — — 1,102 For the nine months ended September 30, Chemistry Technologies Data Analytics (1) Corporate and Other Total 2020 Net revenue from external customers $ 39,462 $ 1,573 $ — $ 41,035 Loss from operations, including impairment (75,137 ) (35,185 ) (15,589 ) (125,911 ) Depreciation and amortization 2,300 405 472 3,177 Additions to long-lived assets 906 — — 906 2019 Net revenue from external customers $ 99,827 $ — $ — $ 99,827 Loss from operations (18,407 ) — (20,688 ) (39,095 ) Depreciation and amortization 5,588 — 849 6,437 Additions to long-lived assets 1,869 — — 1,869 (1) The financial information disclosed above for Data Analytics is for the period May 18, 2020 to September 30, 2020. Assets of the Company by reportable segments are as follows (in thousands): September 30, 2020 December 31, 2019 Chemistry Technologies $ 44,764 $ 116,110 Data Analytics 11,427 — Corporate and Other 42,282 114,490 Total assets $ 98,473 $ 230,600 |
Schedule of revenue by geographic location | Revenue by geographic location is as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 U.S. $ 9,928 $ 19,663 $ 32,639 $ 89,653 U.A.E 1,473 865 3,781 2,662 Other countries 1,338 1,351 4,615 7,512 Total $ 12,739 $ 21,879 $ 41,035 $ 99,827 |
Schedule of revenue by major customer | Revenue from major customers, as a percentage of consolidated revenue, is as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Customer A 34.9 % 11.1 % 19.3 % * Customer B 14.1 % 35.9 % 24.7 % 16.7 % Customer C * * * 12.3 % * This customer did not account for more than 10% of revenue during this period. |
Organization and Significant _3
Organization and Significant Accounting Policies (Details) - COVID-19 pandemic | Apr. 01, 2020 | Mar. 30, 2020 | Oct. 31, 2020 |
Unusual or Infrequent Item, or Both | |||
Reduction headcount (percentage) | 35.00% | ||
Chief Executive Officer | |||
Unusual or Infrequent Item, or Both | |||
Compensation reduction (percentage) | 20.00% | ||
Executive Officers | |||
Unusual or Infrequent Item, or Both | |||
Compensation reduction (percentage) | 10.00% | ||
Board Of Directors | |||
Unusual or Infrequent Item, or Both | |||
Compensation reduction (percentage) | 20.00% | ||
Subsequent Event | Data Analytics | |||
Unusual or Infrequent Item, or Both | |||
Reduction headcount (percentage) | 35.00% |
JP3 Acquisition - Narrative (De
JP3 Acquisition - Narrative (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($)provision$ / sharesshares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
Business Acquisition | |||||
Contingent consideration | $ 2,500,000 | $ 2,500,000 | |||
Impairment of goodwill | 11,706,000 | $ 0 | 11,706,000 | $ 0 | |
Impairment of fixed assets | 0 | 30,178,000 | $ 0 | ||
Estimated fair value | 1,900,000 | 1,900,000 | |||
Increase of fair value | 700,000 | ||||
JP3 Measurement, LLC | |||||
Business Acquisition | |||||
Ownership (in percentage) | 100.00% | ||||
Aggregate value of consideration paid | $ 36,600,000 | ||||
Payments to acquire business | $ 25,000,000 | ||||
Shares issued to acquire business (in shares) | shares | 11.5 | ||||
Fair value of shares used as consideration | $ 8,500,000 | ||||
Excess working capital assumed | 1,900,000 | ||||
Contingent consideration | $ 1,200,000 | ||||
Number of earn-out provisions (provisions) | provision | 2 | ||||
Additional earn-out based on appreciation of Flotek’s share price | $ 5,000,000 | ||||
First earn out provision threshold (usd per share) | $ / shares | $ 2 | ||||
Second earn out provision threshold (usd per share) | $ / shares | $ 3 | ||||
Measurement period adjustment | 2,300,000 | $ 2,276,000 | |||
Operating Expense | |||||
Business Acquisition | |||||
Business acquisition costs | $ 500,000 | ||||
Operating Income | |||||
Business Acquisition | |||||
Business acquisition costs | 3,200,000 | ||||
Data Analytics | |||||
Business Acquisition | |||||
Impairment of goodwill | 11,700,000 | ||||
Impairment of fixed assets | $ 12,500,000 |
JP3 Acquisition - Net Assets Ac
JP3 Acquisition - Net Assets Acquired (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | May 18, 2020 | Dec. 31, 2019 |
Assets acquired: | |||
Goodwill | $ 8,092 | $ 0 | |
JP3 Measurement, LLC | |||
Assets acquired: | |||
Inventory | $ 7,100 | ||
Cash | 604 | ||
Net working capital, net of cash and inventory | (1,063) | ||
Fixed assets | 426 | ||
Long-term debt assumed and other assets (liabilities) | (893) | ||
Goodwill | $ 8,092 | 17,522 | $ 0 |
Net assets acquired | 36,596 | ||
JP3 Measurement, LLC | Tradenames and trademarks | |||
Assets acquired: | |||
Intangible assets other than goodwill | 1,100 | ||
JP3 Measurement, LLC | Technology and know-how | |||
Assets acquired: | |||
Intangible assets other than goodwill | 5,000 | ||
JP3 Measurement, LLC | Customer lists | |||
Assets acquired: | |||
Intangible assets other than goodwill | $ 6,800 |
Discontinued Operations - Narra
Discontinued Operations - Narratives (Details) - USD ($) $ in Millions | Feb. 26, 2020 | Feb. 28, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||
Payment for amendment agreement | $ 15.8 | |||||
Escrow deposit released | $ 6.6 | $ 3.3 | ||||
Consumer and Industrial Chemistry Technologies | Discontinued operations, disposed of by sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||
Cash consideration | $ 175 | |||||
Working Adjustment Period 1 | Consumer and Industrial Chemistry Technologies | Discontinued operations, disposed of by sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||
Contingent liabilities remaining | $ 4.4 | |||||
Contingent liabilities remaining period | 90 days | |||||
Loss on contract settlement | $ 19 | |||||
Working Adjustment Period 2-4 | Consumer and Industrial Chemistry Technologies | Discontinued operations, disposed of by sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||
Contingent liabilities remaining | $ 13.1 | |||||
Working Adjustment Period 2 | Consumer and Industrial Chemistry Technologies | Discontinued operations, disposed of by sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||
Contingent liabilities remaining period | 6 months | |||||
Working Adjustment Period 3 | Consumer and Industrial Chemistry Technologies | Discontinued operations, disposed of by sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||
Contingent liabilities remaining period | 12 months | |||||
Working Adjustment Period 4 | Consumer and Industrial Chemistry Technologies | Discontinued operations, disposed of by sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||
Contingent liabilities remaining period | 15 months | |||||
Amended terpene supply agreement | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||
Additional loss | $ 0.8 |
Discontinued Operations - Summa
Discontinued Operations - Summary Of Financial Information That Has Been Segregated From Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Net income from discontinued operations | $ 0 | $ 117 | $ 0 | $ 44,583 |
Consumer and Industrial Chemistry Technologies | Discontinued Operations, Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Revenue | 0 | 0 | 0 | 11,031 |
Operating expenses | 0 | 0 | 0 | (11,572) |
Research and development | 0 | 0 | 0 | (69) |
Loss from operations | 0 | 0 | 0 | (610) |
Other income | 0 | 0 | 0 | 35 |
Gain on sale of business | 0 | 148 | 0 | 67,842 |
Income before income taxes | 0 | 148 | 0 | 67,267 |
Income tax expense | 0 | (31) | 0 | (22,684) |
Net income from discontinued operations | $ 0 | $ 117 | $ 0 | $ 44,583 |
Leases - Narratives (Details)
Leases - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member | |||||
Adjustments to operating lease right of use asset | $ 6,200 | |||||
Adjustments to operating lease liability | 6,200 | |||||
Lease ROU impairment | $ 0 | $ 7,400 | $ 7,434 | |||
Payment to terminate lease | $ 1,000 | |||||
Gain on lease termination | $ 0 | $ 600 | $ 0 | $ 576 | $ 0 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense and Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease expense | $ 258 | $ 652 | $ 1,112 | $ 1,958 |
Amortization of right-of-use assets | 4 | 357 | 13 | 577 |
Interest on lease liabilities | 5 | 3 | 14 | 6 |
Total finance lease expense | 9 | 360 | 27 | 583 |
Short-term lease expense | 57 | 22 | 145 | 97 |
Total lease expense | 324 | 1,034 | 1,284 | 2,638 |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | 317 | 584 | 2,312 | 1,749 |
Operating cash flows from finance leases | 5 | 3 | 13 | 6 |
Financing cash flows from finance leases | $ 51 | $ 6 | $ 152 | $ 51 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2020 (excluding the nine months ended September 30, 2020) | $ 311 | |
2021 | 1,330 | |
2022 | 1,283 | |
2023 | 1,311 | |
2024 | 1,341 | |
Thereafter | 8,185 | |
Total lease payments | 13,761 | |
Less: Interest | (4,702) | |
Present value of lease liabilities | 9,059 | $ 17,459 |
Finance Leases | ||
2020 (excluding the nine months ended September 30, 2020) | 17 | |
2021 | 70 | |
2022 | 47 | |
2023 | 39 | |
2024 | 23 | |
Thereafter | 0 | |
Total lease payments | 196 | |
Less: Interest | (24) | |
Present value of lease liabilities | $ 172 | $ 213 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Leases | ||
Operating lease right-of-use assets | $ 2,368 | $ 16,388 |
Current portion of operating lease liabilities | 651 | 486 |
Long-term operating lease liabilities | 8,408 | 16,973 |
Total operating lease liabilities | 9,059 | 17,459 |
Finance Leases | ||
Property and equipment | 147 | 293 |
Accumulated depreciation | (18) | (28) |
Property and equipment, net | $ 129 | $ 265 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization |
Current portion of finance lease liabilities | $ 58 | $ 55 |
Long-term finance lease liabilities | 114 | 158 |
Total finance lease liabilities | $ 172 | $ 213 |
Weighted Average Remaining Lease Term | ||
Operating leases (in years) | 9 years 10 months 24 days | 16 years 7 months 6 days |
Finance leases (in years) | 3 years 9 months 18 days | 4 years 7 months 6 days |
Weighted Average Discount Rate | ||
Operating leases (in percentage) | 8.90% | 8.90% |
Finance leases (in percentage) | 8.50% | 9.00% |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Product sales as a percentage of total revenue (in percentage) | 90.00% | 90.00% | 90.00% | 90.00% |
Disaggregation of Revenue | ||||
Revenue | $ 12,739 | $ 21,879 | $ 41,035 | $ 99,827 |
Operating expenses (excluding depreciation and amortization): | 29,466 | 23,622 | 63,939 | 105,711 |
Products | ||||
Disaggregation of Revenue | ||||
Revenue | 12,076 | 21,031 | 39,053 | 96,733 |
Operating expenses (excluding depreciation and amortization): | 29,041 | 23,542 | 62,866 | 105,078 |
Services | ||||
Disaggregation of Revenue | ||||
Revenue | 663 | 848 | 1,982 | 3,094 |
Operating expenses (excluding depreciation and amortization): | $ 425 | $ 80 | $ 1,073 | $ 633 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Supplemental cash payment information: | ||
Interest paid | $ 20 | $ 595 |
Income taxes paid, net of refunds | (5,927) | 887 |
Supplemental schedule of non-cash investing and financing activities: | ||
Equity issued - acquisition of JP3 | 8,538 | 0 |
Accrued capital expenditures | $ 71 | $ 141 |
Inventories - Components of inv
Inventories - Components of inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 7,413 | $ 4,339 |
Finished goods | 18,451 | 24,569 |
Inventories | 25,864 | 28,908 |
Less reserve for excess and obsolete inventory | (11,494) | (5,698) |
Inventories, net | $ 14,370 | $ 23,210 |
Inventories - Narratives (Detai
Inventories - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Inventory | |||
Inventory write-down | $ 10,465 | $ 0 | |
JP3 Measurement, LLC | |||
Inventory | |||
Inventory adjustments | $ (2,300) | ||
Chemistry Technologies | |||
Inventory | |||
Inventory write-down | 5,700 | ||
Data Analytics | |||
Inventory | |||
Inventory write-down | $ 3,900 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Components of Property, Plant and Equipment | ||
Property and equipment | $ 20,314 | $ 77,334 |
Less accumulated depreciation | (11,620) | (37,505) |
Property and equipment, net | 8,694 | 39,829 |
Land | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 3,282 | 4,440 |
Buildings and leasehold improvements | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 6,067 | 38,741 |
Machinery and equipment | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 6,928 | 27,694 |
Fixed assets in progress | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 906 | 0 |
Furniture and fixtures | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 645 | 1,671 |
Transportation equipment | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 1,190 | 1,440 |
Computer equipment and software | ||
Components of Property, Plant and Equipment | ||
Property and equipment | $ 1,296 | $ 3,348 |
Property and Equipment - Narrat
Property and Equipment - Narratives (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 300,000 | $ 1,600,000 | $ 2,300,000 | $ 5,000,000 |
Property and equipment, net | $ 0 | $ 30,178,000 | $ 0 |
Impairment of Fixed and Long-_3
Impairment of Fixed and Long-lived Assets - Narratives (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Finite-Lived Intangible Assets | ||||
Impairment of fixed and long lived | $ 57,500,000 | |||
Revenue | $ 12,739,000 | $ 21,879,000 | 41,035,000 | $ 99,827,000 |
Property and equipment, net | 0 | $ 30,178,000 | $ 0 | |
Data Analytics | ||||
Finite-Lived Intangible Assets | ||||
Property and equipment, net | $ 12,500,000 |
Impairment of Fixed and Long-_4
Impairment of Fixed and Long-lived Assets - Schedule of Impairment Charges (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Long Lived Assets Held-for-sale | ||||
Property and equipment, net | $ 0 | $ 30,178,000 | $ 0 | |
Operating lease right-of-use assets | 0 | $ 7,400,000 | 7,434,000 | |
Total other intangibles | 12,521,000 | 32,363,000 | $ 0 | |
Total impairment of fixed, long-lived assets and intangibles | 12,521,000 | 69,975,000 | ||
Patents | ||||
Long Lived Assets Held-for-sale | ||||
Total other intangibles | 4,831,000 | 14,733,000 | ||
Customer lists | ||||
Long Lived Assets Held-for-sale | ||||
Total other intangibles | 6,631,000 | 15,796,000 | ||
Intangible assets in progress | ||||
Long Lived Assets Held-for-sale | ||||
Total other intangibles | 0 | 596,000 | ||
Trademarks and brand names | ||||
Long Lived Assets Held-for-sale | ||||
Total other intangibles | $ 1,059,000 | $ 1,238,000 |
Goodwill - Goodwill from the ac
Goodwill - Goodwill from the acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill | ||||
Goodwill at December 31, 2019 | $ 0 | |||
Impairment of goodwill | $ (11,706) | $ 0 | (11,706) | $ 0 |
Goodwill at September 30, 2020 | 8,092 | 8,092 | ||
JP3 Measurement, LLC | ||||
Goodwill | ||||
Goodwill at December 31, 2019 | 0 | |||
Goodwill from acquisition of JP3 | 17,522 | |||
Measurement period adjustment | 2,300 | 2,276 | ||
Goodwill at September 30, 2020 | $ 8,092 | $ 8,092 |
Goodwill - Narratives (Details)
Goodwill - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill [Line Items] | ||||
Impairment of goodwill | $ 11,706 | $ 0 | $ 11,706 | $ 0 |
Data Analytics | ||||
Goodwill [Line Items] | ||||
Impairment of goodwill | 11,700 | |||
JP3 Measurement, LLC | ||||
Goodwill [Line Items] | ||||
Measurement period adjustment | $ 2,300 | $ 2,276 |
Other Intangible Assets - Sched
Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, cost | $ 0 | $ 34,211 |
Finite-lived intangible assets, accumulated amortization | 0 | 13,888 |
Other intangible assets, net | 0 | 20,323 |
Patents and technology | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, cost | 0 | 17,493 |
Finite-lived intangible assets, accumulated amortization | 0 | 6,715 |
Customer relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, cost | 0 | 15,367 |
Finite-lived intangible assets, accumulated amortization | 0 | 6,013 |
Trademarks and brand names | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, cost | 0 | 1,351 |
Finite-lived intangible assets, accumulated amortization | $ 0 | $ 1,160 |
Other Intangible Assets - Narra
Other Intangible Assets - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Finite-Lived Intangible Assets | ||||
Amortization of finite-lived intangible assets | $ 0.3 | $ 0.5 | $ 0.9 | $ 1.5 |
Patents and technology | ||||
Finite-Lived Intangible Assets | ||||
Impairment of finite lived intangible assets | 4.8 | |||
Customer relationships | ||||
Finite-Lived Intangible Assets | ||||
Impairment of finite lived intangible assets | 6.6 | |||
Tradenames and trademarks | ||||
Finite-Lived Intangible Assets | ||||
Impairment of finite lived intangible assets | $ 1.1 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narratives (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Anti-dilutive securities excluded from calculation of earnings per share (in shares) | 0.1 | 0.5 | 0.1 | 0.5 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Anti-dilutive securities excluded from calculation of earnings per share (in shares) | 4.3 | 4.3 |
Fair Value Measurements - Narra
Fair Value Measurements - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | May 31, 2020 | |
Assets Measured at Fair Value on a Nonrecurring Basis | |||||||
Accrued liability | $ 2,500 | $ 0 | $ 2,500 | $ 0 | |||
Impairment of fixed and long lived | 12,521 | 69,975 | |||||
Impairment of fixed and long-lived assets | 12,521 | 0 | 69,975 | 0 | |||
Impairment of goodwill | 11,706 | $ 0 | 11,706 | $ 0 | |||
Contingent consideration liability | 2,500 | 2,500 | |||||
Nonrecurring | |||||||
Assets Measured at Fair Value on a Nonrecurring Basis | |||||||
Impairment of fixed and long lived | $ 57,500 | ||||||
JP3 Measurement, LLC | |||||||
Assets Measured at Fair Value on a Nonrecurring Basis | |||||||
Contingent consideration liability | $ 1,200 | ||||||
Level 3 | JP3 Measurement, LLC | |||||||
Assets Measured at Fair Value on a Nonrecurring Basis | |||||||
Accrued liability | 2,500 | ||||||
Contingent consideration liability | $ 1,900 | $ 1,900 | $ 1,200 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring | ||
Contingent consideration | $ 1,900 | $ 0 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring | ||
Contingent consideration | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring | ||
Contingent consideration | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring | ||
Contingent consideration | $ 1,900 | $ 0 |
Fair Value Measurements - Rollf
Fair Value Measurements - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Balance - beginning of period | $ 1,200 | $ 0 | $ 0 | $ 0 |
Additions / issuances | 0 | 0 | 1,200 | 0 |
Change in fair value | 3,200 | 0 | 3,200 | 0 |
Transfer out of Level 3 | (2,500) | 0 | (2,500) | 0 |
Balance - end of period | $ 1,900 | $ 0 | $ 1,900 | $ 0 |
Debt - Narratives (Details)
Debt - Narratives (Details) - USD ($) $ in Millions | May 18, 2020 | Apr. 30, 2020 |
Unsecured Debt | PPP | ||
Debt Instrument | ||
Proceeds from debt | $ 4.8 | |
Debt instrument stated interest rate (percent) | 1.00% | |
Percentage of cost allocable to payroll costs (percent) | 60.00% | |
JP3 Measurement, LLC | ||
Debt Instrument | ||
Assumed PPP loan | $ 0.9 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument | ||
Current portion of long-term debt | $ 3,462 | $ 0 |
Long-term debt, less current portion | 2,201 | $ 0 |
Unsecured Debt | ||
Debt Instrument | ||
Current portion of long-term debt | 3,462 | |
Long-term debt, less current portion | 2,201 | |
Unsecured Debt | Flotek PPP loan | ||
Debt Instrument | ||
Current portion of long-term debt | 2,926 | |
Long-term debt, less current portion | 1,862 | |
Unsecured Debt | JP3 PPP loan | ||
Debt Instrument | ||
Current portion of long-term debt | 536 | |
Long-term debt, less current portion | $ 339 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
U.S. federal statutory tax rate | 21.00% | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 0.20% | 1.70% | 0.10% | 1.00% |
Non-U.S. income taxed at different rates | (0.20%) | 0.70% | 0.00% | 1.00% |
Increase (reduction) in tax benefit related to stock-based awards | 0.10% | (1.10%) | 0.00% | (1.80%) |
Non-deductible expenses | (0.10%) | 0.00% | 0.00% | (0.30%) |
Research and development credit | 0.00% | 0.40% | 0.10% | 0.60% |
Increase in valuation allowance | (20.80%) | (20.70%) | (17.90%) | (17.90%) |
Effect of tax rate differences of NOL carryback | 0.00% | 0.00% | 1.70% | 0.00% |
Other | 0.00% | (0.40%) | 0.00% | (0.30%) |
Effective income tax rate | 0.20% | 1.60% | 5.00% | 3.30% |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Taxes receivable | $ 6.1 | |
Valuation allowance | $ 19.9 | |
Decrease in valuation allowance | $ 4 |
Common Stock - Narratives (Deta
Common Stock - Narratives (Details) - $ / shares | Sep. 30, 2020 | May 05, 2020 | May 04, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||||
Common stock, shares authorized (in shares) | 140,000,000 | 140,000,000 | 80,000,000 | 140,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 | 100,000 | |
Preferred stock, at par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock - Reconciliation o
Common Stock - Reconciliation of Changes in Common Shares Issued and Additional Disclosures (Details) | 9 Months Ended |
Sep. 30, 2020shares | |
Reconciliation of changes in common shares issued | |
Shares issued at December 31, 2019 | 63,656,897 |
Issued to purchase JP3 | 11,500,000 |
Issued as restricted stock award grants | 2,815,238 |
Shares issued at September 30, 2020 | 77,972,135 |
Business Segment, Geographic _3
Business Segment, Geographic and Major Customer Information - Narratives (Details) | 9 Months Ended |
Sep. 30, 2020segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (segment) | 2 |
Business Segment, Geographic _4
Business Segment, Geographic and Major Customer Information - Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Summarized financial information regarding reportable segments | ||||
Net revenue from external customers | $ 12,739 | $ 21,879 | $ 41,035 | $ 99,827 |
Loss from operations, including impairment | (45,594) | (11,786) | (125,911) | (39,095) |
Depreciation and amortization | 518 | 2,058 | 3,177 | 6,437 |
Additions to long-lived assets | 906 | 1,102 | 906 | 1,869 |
Operating Segments | Chemistry Technologies | ||||
Summarized financial information regarding reportable segments | ||||
Net revenue from external customers | 12,083 | 21,879 | 39,462 | 99,827 |
Loss from operations, including impairment | (8,880) | (5,917) | (75,137) | (18,407) |
Depreciation and amortization | 244 | 1,870 | 2,300 | 5,588 |
Additions to long-lived assets | 906 | 1,102 | 906 | 1,869 |
Operating Segments | Data Analytics | ||||
Summarized financial information regarding reportable segments | ||||
Net revenue from external customers | 656 | 0 | 1,573 | 0 |
Loss from operations, including impairment | (34,035) | 0 | (35,185) | 0 |
Depreciation and amortization | 274 | 0 | 405 | 0 |
Additions to long-lived assets | 0 | 0 | 0 | 0 |
Corporate and Other | ||||
Summarized financial information regarding reportable segments | ||||
Net revenue from external customers | 0 | 0 | 0 | 0 |
Loss from operations, including impairment | (2,679) | (5,869) | (15,589) | (20,688) |
Depreciation and amortization | 0 | 188 | 472 | 849 |
Additions to long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 |
Business Segment, Geographic _5
Business Segment, Geographic and Major Customer Information - Assets by Reportable Segments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Segment Reporting Information | ||
Total assets | $ 98,473 | $ 230,600 |
Operating Segments | Chemistry Technologies | ||
Segment Reporting Information | ||
Total assets | 44,764 | 116,110 |
Operating Segments | Data Analytics | ||
Segment Reporting Information | ||
Total assets | 11,427 | 0 |
Corporate and Other | ||
Segment Reporting Information | ||
Total assets | $ 42,282 | $ 114,490 |
Business Segment, Geographic _6
Business Segment, Geographic and Major Customer Information - Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues from External Customers and Long-Lived Assets | ||||
Revenue | $ 12,739 | $ 21,879 | $ 41,035 | $ 99,827 |
U.S. | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Revenue | 9,928 | 19,663 | 32,639 | 89,653 |
U.A.E | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Revenue | 1,473 | 865 | 3,781 | 2,662 |
Other countries | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Revenue | $ 1,338 | $ 1,351 | $ 4,615 | $ 7,512 |
Business Segment, Geographic _7
Business Segment, Geographic and Major Customer Information - Major Customers (Details) - Customer Concentration Risk - Sales | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Customer A | ||||
Segment Reporting Information | ||||
Percentage of revenue by major customers (in percentage) | 34.90% | 11.10% | 19.30% | |
Customer B | ||||
Segment Reporting Information | ||||
Percentage of revenue by major customers (in percentage) | 14.10% | 35.90% | 24.70% | 16.70% |
Customer C | ||||
Segment Reporting Information | ||||
Percentage of revenue by major customers (in percentage) | 12.30% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Loss Contingencies | ||||
Intellectual property expenses incurred | $ 0.2 | $ 0.4 | $ 0.2 | |
Forecast | Minimum | ||||
Loss Contingencies | ||||
Intellectual property expenses incurred | $ 0.3 | |||
Forecast | Maximum | ||||
Loss Contingencies | ||||
Intellectual property expenses incurred | $ 0.5 |
Related Party Transaction (Deta
Related Party Transaction (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | |
Related Party Transaction | |||||
Taxes payable | $ 1.8 | $ 2.4 | |||
Due from related party | $ 2.4 | ||||
Accrual for potential penalties and interest | $ 0.2 | ||||
Chief Executive Officer | Affiliated Entity | |||||
Related Party Transaction | |||||
Income taxes paid | $ 0.6 | ||||
Due from related party | $ 1.4 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Mar. 30, 2020 | Oct. 31, 2020 |
Subsequent Event | ||
Subsequent Event | ||
Escrow deposit disbursements related to property acquisition | $ 2.5 | |
Income tax refunds | $ 0.3 | |
COVID-19 pandemic | ||
Subsequent Event | ||
Reduction headcount (percentage) | 35.00% | |
COVID-19 pandemic | Data Analytics | Subsequent Event | ||
Subsequent Event | ||
Reduction headcount (percentage) | 35.00% |