Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 20, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CRR | |
Entity Registrant Name | CARBO CERAMICS INC | |
Entity Central Index Key | 1,009,672 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 27,413,293 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 60,749 | $ 68,169 |
Restricted cash | 5,528 | 6,935 |
Trade accounts and other receivables, net | 35,464 | 37,705 |
Inventories: | ||
Finished goods | 53,574 | 59,519 |
Raw materials and supplies | 20,450 | 19,480 |
Total inventories | 74,024 | 78,999 |
Prepaid expenses and other current assets | 5,393 | 3,989 |
Total current assets | 181,158 | 195,797 |
Restricted cash | 3,857 | 3,281 |
Income tax receivable | 2,348 | 2,389 |
Property, plant and equipment: | ||
Land and land improvements | 41,590 | 41,590 |
Land-use and mineral rights | 19,696 | 19,696 |
Buildings | 72,427 | 72,427 |
Machinery and equipment | 454,543 | 455,863 |
Construction in progress | 36,148 | 36,138 |
Total property, plant and equipment | 624,404 | 625,714 |
Less accumulated depreciation and amortization | 308,720 | 301,528 |
Net property, plant and equipment | 315,684 | 324,186 |
Goodwill | 3,500 | 3,500 |
Intangible and other assets, net | 10,631 | 11,445 |
Total assets | 517,178 | 540,598 |
Current liabilities: | ||
Accounts payable | 20,469 | 19,417 |
Accrued payroll and benefits | 3,789 | 6,056 |
Accrued freight | 1,874 | 2,292 |
Accrued utilities | 905 | 1,552 |
Derivative instruments | 1,933 | 2,537 |
Other accrued expenses | 10,942 | 10,577 |
Total current liabilities | 39,912 | 42,431 |
Deferred income taxes | 234 | 230 |
Long-term debt, net | 60,868 | 60,698 |
Notes payable, related parties | 27,040 | 27,040 |
Other long-term liabilities | 5,149 | 4,434 |
Shareholders' equity: | ||
Preferred stock, par value $0.01 per share, 5,000 shares authorized, none outstanding | ||
Common stock, par value $0.01 per share, 80,000,000 shares authorized; 27,413,293 and 27,133,614 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 274 | 271 |
Additional paid-in capital | 126,615 | 125,715 |
Retained earnings | 257,086 | 279,779 |
Total shareholders' equity | 383,975 | 405,765 |
Total liabilities and shareholders' equity | $ 517,178 | $ 540,598 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, share authorized | 5,000 | 5,000 |
Preferred stock, share outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, share authorized | 80,000,000 | 80,000,000 |
Common stock, share issued | 27,413,293 | 27,133,614 |
Common stock, share outstanding | 27,413,293 | 27,133,614 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 49,367 | $ 34,670 |
Cost of sales | 59,382 | 54,128 |
Gross loss | (10,015) | (19,458) |
Selling, general and administrative expenses | 10,221 | 10,797 |
Gain on disposal or impairment of assets | (4) | 0 |
Operating loss | (20,232) | (30,255) |
Other expense: | ||
Interest expense, net | (2,017) | (2,088) |
Other, net | (23) | 187 |
Nonoperating income (expense), total | (2,040) | (1,901) |
Loss before income taxes | (22,272) | (32,156) |
Income tax expense | 0 | 288 |
Net loss | $ (22,272) | $ (32,444) |
Loss per share: | ||
Basic | $ (0.83) | $ (1.22) |
Diluted | (0.83) | (1.22) |
Other information: | ||
Dividends declared per common share | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (22,272) | $ (32,444) |
Other comprehensive income: | ||
Foreign currency translation adjustment | 1,704 | |
Comprehensive loss | $ (22,272) | $ (30,740) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities | ||
Net loss | $ (22,272) | $ (32,444) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,194 | 12,430 |
Provision for doubtful accounts | 42 | 238 |
Deferred income taxes | 4 | 1,302 |
Gain on disposal or impairment of assets | (4) | 0 |
Foreign currency transaction loss, net | 0 | 5 |
Stock compensation expense | 891 | 1,348 |
Change in fair value of derivative instruments | (604) | 385 |
Changes in operating assets and liabilities: | ||
Trade accounts and other receivables | 2,200 | (5,794) |
Inventories | 4,975 | 5,455 |
Prepaid expenses and other current assets | (1,404) | (650) |
Accounts payable | 1,053 | (1,475) |
Accrued expenses | (2,578) | 785 |
Income tax receivable, net | 40 | (1,377) |
Other, net | 1,380 | 721 |
Net cash used in operating activities | (7,083) | (19,071) |
Investing activities | ||
Capital expenditures | (372) | (634) |
Net cash used in investing activities | (372) | (634) |
Financing activities | ||
Repayments on long-term debt | 0 | (3,250) |
Repayments on insurance financing agreement | (375) | (462) |
Payments of debt issuance costs | 0 | (875) |
Purchase of common stock | (421) | (518) |
Net cash used in financing activities | (796) | (5,105) |
Effect of exchange rate changes on cash | 0 | 513 |
Net decrease in cash and cash equivalents and restricted cash | (8,251) | (24,297) |
Cash and cash equivalents and restricted cash at beginning of period | 78,385 | 91,680 |
Cash and cash equivalents and restricted cash at end of period | 70,134 | 67,383 |
Supplemental cash flow information | ||
Interest paid | 2,906 | 761 |
Income taxes paid | $ 0 | $ 0 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited consolidated financial statements of CARBO Ceramics Inc. have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. The results of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year. The consolidated balance sheet as of December 31, 2017 has been derived from the audited financial statements at that date. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2017 included in the annual report on Form 10-K of CARBO Ceramics Inc. for the year ended December 31, 2017. The consolidated financial statements include the accounts of CARBO Ceramics Inc. and its operating subsidiaries (the “Company”). All significant intercompany transactions have been eliminated. Low oil and natural gas prices have kept drilling activities and capital spending at reduced levels. As a result of the continued negative impact this has had on its business, the Company continues to operate its plants at significantly reduced levels. As of March 31, 2018, the Company was producing ceramic proppants and technology products from its Eufaula, Alabama manufacturing facility, and processing sand at its Marshfield, Wisconsin facility. As needed, the Company produces ceramic media for the industrial markets at our McIntyre, Georgia facility. Our Millen, Georgia facility is currently mothballed, and we do not expect to resume production or complete the second line of the facility. We are currently using our McIntyre and Toomsboro, Georgia facility in a limited capacity for contract manufacturing. The Company continues to focus on diversifying its revenue streams to more frac sand, technology and industrial ceramics, and contract manufacturing. As a result of the steps the Company has taken to enhance its liquidity, the Company currently believes that cash on hand will enable the Company to meet its working capital, capital expenditure, debt service and other funding requirements for at least one year from the date of this Form 10-Q. The Company’s view regarding sufficiency of cash and liquidity is primarily based on our financial forecast for the remainder of 2018 and 2019, which is impacted by various assumptions regarding demand and sales prices for our products. Although the Company has observed certain factors that could be indicative of improving industry conditions, its financial forecasts in recent periods have not always been accurate due to the inability to estimate customer demand, which is highly volatile in the current operating environment. The Company has no committed sales backlog from its customers. As a result, there is no guarantee that its financial forecast, which projects sufficient cash will be available to meet planned operating expenses and other cash needs, will be achieved. Additionally, two large construction projects remain suspended. The completion of the second production line at Millen, Georgia is suspended indefinitely, and we are exploring ways to monetize these assets. Completion of the second phase of the retrofit of our Eufaula, Alabama plant with our new KRYPTOSPHERE ® We expect to receive additional proceeds on the previous sale of our Russian proppant business of approximately $4.0 million related to net debt and net working capital purchase price adjustments. Although we remain in active discussions with the buyer regarding the purchase price adjustments, in January 2018, we filed a Notice of Arbitration related to this purchase price adjustment against the buyer. Presently, we are in the early phases of the Arbitration process and in the event the parties are unable to work out an amicable resolution, we anticipate the Arbitration hearing to occur in late 2018 or early 2019. Deferred Taxes – Valuation Allowance Accounting Standards Codification (“ASC”) Topic 740, Income Taxes, provides the carrying value of deferred tax assets should be reduced by the amount not expected to be realized. A company should reduce deferred tax assets by a valuation allowance if, based on the weight of all available evidence, it is not more likely than not that some portion or all of the deferred tax assets will be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. ASC 740 requires all available evidence, both positive and negative, be considered to determine whether a valuation allowance for deferred tax assets is needed in the financial statements. Additionally there can be statutory limitations and losses also assessed on the deferred tax assets should certain conditions arise. Restricted Cash A portion of the Company’s cash balance is restricted to its use in order to provide collateral, primarily relating to letters of credit and corporate credit cards. As of March 31, 2018 and December 31, 2017, restricted cash was $9,385 and $10,216, respectively. Lower of Cost or Market Adjustments As of March 31, 2018, the Company reviewed the carrying values of all inventories and concluded that no adjustments were warranted for finished goods and raw materials intended for use in the Company’s manufacturing process. Manufacturing Production Levels Below Normal Capacity As a result of the Company substantially reducing manufacturing production levels, including by idling certain facilities, certain production costs have been expensed instead of being capitalized into inventory. The Company expenses fixed production overhead amounts in excess of amounts that would have been allocated to each unit of production at normal production levels. For the three months ended March 31, 2018 and 2017, the Company expensed $9,723 and $11,212, respectively, in production costs. Long-lived and other noncurrent assets impairment The Company has temporarily idled production at various manufacturing facilities. The Company does not assess temporarily idled assets for impairment unless events or circumstances indicate that the carrying amounts of those assets may not be recoverable. Short-term stoppages of production for less than one year do not generally significantly impact the long-term expected cash flows of the idled facility. As of March 31, 2018, the Company concluded that there were no events or circumstances that would indicate that carrying amounts of long-lived and other noncurrent assets might be impaired. However, the Company continues to monitor market conditions closely. Further deterioration of market conditions could result in impairment charges being taken on the Company’s long-lived and other noncurrent assets, including the Company’s manufacturing plants, goodwill and intangible assets. The Company will evaluate long-lived and other noncurrent assets for impairment at such time that events or circumstances indicate that carrying amounts might be impaired. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 2. Loss Per Share The following table sets forth the computation of basic and diluted loss per share under the two-class method: Three months ended March 31, 2018 2017 Numerator for basic and diluted loss per share: Net loss $ (22,272 ) $ (32,444 ) Effect of reallocating undistributed earnings of participating securities — — Net loss available under the two-class method $ (22,272 ) $ (32,444 ) Denominator: Denominator for basic loss per share--weighted-average shares 26,788,591 26,607,377 Effect of dilutive potential common shares — — Denominator for diluted loss per share--adjusted weighted-average shares 26,788,591 26,607,377 Basic loss per share $ (0.83 ) $ (1.22 ) Diluted loss per share $ (0.83 ) $ (1.22 ) |
Natural Gas Derivative Instrume
Natural Gas Derivative Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Natural Gas Derivative Instruments | 3. Natural Gas Derivative Instruments Natural gas is used to fire the kilns at the Company’s domestic manufacturing plants. In an effort to mitigate potential volatility in the cost of natural gas purchases and reduce exposure to short-term spikes in the price of this commodity, from time to time, the Company enters into contracts to purchase a portion of the anticipated monthly natural gas requirements at specified prices. Contracts are geographic by plant location. As a result of the Company’s significantly reducing production levels and not taking delivery of all of the contracted natural gas quantities, the Company accounts for relevant contracts as derivative instruments. Derivative accounting requires the natural gas contracts to be recognized as either assets or liabilities at fair value with an offsetting entry in earnings. The Company uses the income approach in determining the fair value of these derivative instruments. The model used considers the difference, as of each balance sheet date, between the contracted prices and the New York Mercantile Exchange (“NYMEX”) forward strip price for each contracted period. The estimated cash flows from these contracts are discounted using a discount rate of 8.0%, which reflects the nature of the contracts as well as the timing and risk of estimated cash flows associated with the contracts. The discount rate had an immaterial impact on the fair value of the contracts for the three months ended March 31, 2018. The last of these natural gas contracts will expire in December 2018. During the three months ended March 31, 2018 and 2017, the Company recognized a $218 gain and $891 loss, respectively, in cost of sales on derivative instruments. The cumulative present value of these natural gas derivative contracts as of March 31, 2018 are presented as current liabilities in the Consolidated Balance Sheet. At March 31, 2018, the Company had contracted for delivery a total of 1,440,000 MMBtu of natural gas at an average price of $4.31 per MMBtu through December 31, 2018. Contracts covering 1,350,000 MMBtu are subject to accounting as derivative instruments. Future decreases in the NYMEX forward strip prices will result in additional derivative losses while future increases in the NYMEX forward strip prices will result in derivative gains. Future gains or losses will approximate the change in NYMEX natural gas prices relative to the total quantity of natural gas under contracts now subject to accounting as derivatives. The historical average NYMEX natural gas contract settlement prices for the three months ended March 31, 2018 and 2017 were $3.00 per MMBtu and $3.32 per MMBtu, respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The Company’s derivative instruments are measured at fair value on a recurring basis. U.S. GAAP establishes a fair value hierarchy that has three levels based on the reliability of the inputs used to determine the fair value. These levels include: (1) Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; (2) Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and (3) Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s natural gas derivative instruments are included within Level 2 of the fair value hierarchy (see Note 3 herein for additional information on the derivative instruments). The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value: Fair value as of March 31, 2018 Level 1 Level 2 Level 3 Total Liabilities: Derivative instruments — (1,933 ) — (1,933 ) Total fair value $ — $ (1,933 ) $ — $ (1,933 ) Fair value as of December 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Derivative instruments — (2,537 ) — (2,537 ) Total fair value $ — $ (2,537 ) $ — $ (2,537 ) At March 31, 2018, the fair value of the Company’s long-term debt approximated the carrying value. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | 5. Stock Based Compensation T he Amended and Restated 2014 CARBO Ceramics Inc. Omnibus Incentive Plan (the “Amended and Restated 2014 Omnibus Incentive Plan”) provides for granting of cash-based awards, stock options (both non-qualified and incentive) and other equity-based awards (including stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units) to employees and non-employee directors. A summary of restricted stock activity and related information for the three months ended March 31, 2018 is presented below: Shares Weighted-Average Grant-Date Fair Value Per Share Nonvested at January 1, 2018 441,119 $ 14.87 Granted 334,638 $ 12.16 Vested (200,394 ) $ 18.20 Forfeited (1,152 ) $ 12.06 Nonvested at March 31, 2018 574,211 $ 12.13 As of March 31, 2018, there was $6,335 of total unrecognized compensation cost related to restricted shares granted under the Amended and Restated 2014 Omnibus Incentive Plan. That cost is expected to be recognized over a weighted-average period of 2.3 years. The total fair value of shares vested during the three months ended March 31, 2018 was $1,567. The Company made market-based cash awards to certain executives of the Company pursuant to the Amended and Restated 2014 Omnibus Incentive Plan. As of March 31, 2018, the total target award outstanding was $3,210. The payout of awards can range from 0% to 200% based on the Company’s Relative Total Shareholder Return calculated over a three year period beginning January 1 of the year each grant was made. During the three months ended March 31, 2018, a total of $526 was paid relating to the 2015 grant, which was approximately 76% of the total target award. The Company also granted phantom stock and cash-settled restricted stock units (collectively discussed as “phantom stock”) to certain key employees pursuant to the Amended and Restated 2014 Omnibus Incentive Plan. The units subject to a phantom stock award vest and cease to be forfeitable in equal annual installments over a three-year period. Participants awarded units of phantom stock are entitled to a lump sum cash payment equal to the fair market value of a share of Common Stock on the vesting date. In no event will Common Stock of the Company be issued with regard to outstanding phantom stock awards. As of March 31, 2018, there were 214,616 units of phantom stock granted under the Amended and Restated 2014 Omnibus Incentive Plan, of which 54,020 have vested and 12,950 have been forfeited. As of March 31, 2018, nonvested units of phantom stock under the Amended and Restated 2014 Omnibus Incentive Plan had a total value of $1,070, a portion of which is accrued as a liability within Accrued Payroll and Benefits. Compensation expense for these units of phantom stock will be recognized over the three-year vesting period. The amount of compensation expense recognized each period will be based on the fair value of the Company’s common stock at the end of each period. |
Long-Term Debt and Notes Payabl
Long-Term Debt and Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Notes Payable | 6. Long-Term Debt and Notes Payable On March 2, 2017, the Company entered into an Amended and Restated Credit Agreement (the “New Credit Agreement”) with Wilks Brothers, LLC (“Wilks”) to replace its current term loan with Wells Fargo Bank, National Association (“Wells Fargo”) and provide the Company with additional liquidity for a longer term. The New Credit Agreement is a $65,000 facility maturing on December 31, 2022. The Company’s obligations bear interest at 9.00% and are guaranteed by its two domestic operating subsidiaries. No principal repayments are required until maturity (except in unusual circumstances), and there are no financial covenants. In lieu of making cash interest payments, the Company has the option during the first two years of the loan to make interest payments as payment-in-kind, or PIK, by applying an 11.00% rate to the interest payment due (instead of the 9.00% cash interest rate) and capitalizing the resulting amount to the outstanding principal balance of the loan. The Company is required to provide Wilks 30 day notice of its intent to exercise this option for an interest payment. The Company does not anticipate utilizing this option and has therefore accrued interest expense using the 9.00% cash interest rate. As of March 31, 2018, the Company’s outstanding debt under its New Credit Agreement was $65,000. As of March 31, 2018, the Company had $811 of unamortized debt issuance costs relating to the New Credit Agreement that are presented as a direct reduction from the carrying amount of the long-term debt obligation. The Company had $7,775 and $9,230 in standby letters of credit issued through Wells Fargo as of March 31, 2018 and December 31, 2017, respectively, primarily as collateral relating to our natural gas commitments and railcar leases. On March 2, 2017, in connection with entry into the New Credit Agreement, the Company issued a Warrant (the “Warrant”) to Wilks. Subject to the terms of the Warrant, the Warrant entitles the holder thereof to purchase up to 523,022 shares of the Common Stock, at an exercise price of $14.91 per share, payable in cash. The Warrant expires on December 31, 2022. Based on a Form 4 filing with the SEC on December 29, 2017, Wilks owned approximately 11.3% of the Company’s outstanding common stock, and should Wilks fully exercise the Warrant to purchase an additional 523,022 shares, it would hold approximately 12.9% of the Company’s outstanding common stock. As of March 31, 2018, the unamortized original issue discount was $3,321. In May 2016, the Company received proceeds of $25,000 from the issuance of separate unsecured Promissory Notes (the “Notes”) to two of the Company’s Directors. Each Note matures on April 1, 2019 and bears interest at 7.00%. On March 2, 2017, in connection with the New Credit Agreement, the Notes were amended to provide for payment-in-kind, or PIK, interest payments at 8.00% until the lenders under the New Credit Agreement receive two consecutive semi-annual cash interest payments. During 2017, the Company made $2,040 interest payments as PIK, and capitalized the resulting amount to the outstanding principal balance. As of April 26, 2018, the outstanding principal balance of the Notes was $27,040. Interest expense for the three months ended March 31, 2018 and 2017 was $2,035 and $2,233, respectively. Interest expense primarily relates to interest on our debts as well as amortization of debt issuance costs and amortization of the original issue discount associated with the New Credit Agreement and Warrant. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes And Error Corrections [Abstract] | |
New Accounting Pronouncements | 7. New Accounting Pronouncements In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date,” which revises the effective date of ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”) to interim and annual periods beginning after December 15, 2017, with early adoption permitted no earlier than interim and annual periods beginning after December 15, 2016. In May 2014, the FASB issued ASU 2014-09, which amends current revenue guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company’s analysis of sales contracts under ASC 606 supports the recognition of revenue at a point in time, typically when title passes to the customer upon delivery, for the majority of contracts, which is consistent with the previous revenue recognition model. The Company utilized the modified retrospective approach, which required a cumulative adjustment to retained earnings and no adjustments to prior periods. The Company adopted this guidance as of January 1, 2018. There was no material impact on the Company’s consolidated financial statements or disclosures. In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 8. Segment Information The Company has two operating segments: 1) oilfield technologies and services and 2) environmental products and services. Discrete financial information is available for each operating segment. Management of each operating segment reports to our Chief Executive Officer, the Company’s chief operating decision maker, who regularly evaluates income before income taxes as the measure to evaluate segment performance and to allocate resources. The accounting policies of each segment are the same as those described in the summary of significant accounting policies in Note 1 of the consolidated financial statements included in the annual report on Form 10-K for the year ended December 31, 2017. The Company’s oilfield technologies and services segment manufactures and sells technology ceramic, base ceramic, and frac sand proppants for use primarily in the hydraulic fracturing of natural gas and oil wells. All of the Company’s ceramic proppant products have similar production processes and economic characteristics and are marketed predominantly to pressure pumping companies that perform hydraulic fracturing for major oil and gas companies. The Company’s manufacturing facilities also produce ceramic media for use in various industrial technology applications, including but not limited to casting and milling. This segment also promotes increased production and Estimated Ultimate Recovery (“EUR”) of oil and natural gas by providing industry-leading technology to Design, Build, and Optimize the Frac TM ® Our environmental products and services segment is intended to protect operators’ assets, minimize environmental risks, and lower lease operating expense (“LOE”). AGPI, a wholly-owned subsidiary of ours, provides spill prevention, containment and countermeasure systems for the oil and gas industry. AGPI uses proprietary technology designed to enable its clients to extend the life of their storage assets, reduce the potential for hydrocarbon spills and provide containment of stored materials. Summarized financial information for the Company’s operating segments for the three months ended March 31, 2018 and 2017 is shown in the following tables. Intersegment sales are not material. Oilfield Technologies and Services Environmental Products and Services Total ($ in thousands) Three Months Ended March 31, 2018 Revenue from external customers $ 42,467 $ 6,900 $ 49,367 (Loss) income before income taxes (22,767 ) 495 (22,272 ) Depreciation and amortization 8,905 289 9,194 Three Months Ended March 31, 2017 Revenue from external customers $ 29,620 $ 5,050 $ 34,670 Loss before income taxes (31,763 ) (393 ) (32,156 ) Depreciation and amortization 12,094 336 12,430 |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | 9. Legal Proceedings The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Deferred Taxes - Valuation Allowance | Deferred Taxes – Valuation Allowance Accounting Standards Codification (“ASC”) Topic 740, Income Taxes, provides the carrying value of deferred tax assets should be reduced by the amount not expected to be realized. A company should reduce deferred tax assets by a valuation allowance if, based on the weight of all available evidence, it is not more likely than not that some portion or all of the deferred tax assets will be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. ASC 740 requires all available evidence, both positive and negative, be considered to determine whether a valuation allowance for deferred tax assets is needed in the financial statements. Additionally there can be statutory limitations and losses also assessed on the deferred tax assets should certain conditions arise. |
Restricted Cash | Restricted Cash A portion of the Company’s cash balance is restricted to its use in order to provide collateral, primarily relating to letters of credit and corporate credit cards. As of March 31, 2018 and December 31, 2017, restricted cash was $9,385 and $10,216, respectively. |
Lower of Cost or Market Adjustments | Lower of Cost or Market Adjustments As of March 31, 2018, the Company reviewed the carrying values of all inventories and concluded that no adjustments were warranted for finished goods and raw materials intended for use in the Company’s manufacturing process. |
Manufacturing Production Levels Below Normal Capacity | Manufacturing Production Levels Below Normal Capacity As a result of the Company substantially reducing manufacturing production levels, including by idling certain facilities, certain production costs have been expensed instead of being capitalized into inventory. The Company expenses fixed production overhead amounts in excess of amounts that would have been allocated to each unit of production at normal production levels. For the three months ended March 31, 2018 and 2017, the Company expensed $9,723 and $11,212, respectively, in production costs. |
Long-lived and other noncurrent assets impairment | Long-lived and other noncurrent assets impairment The Company has temporarily idled production at various manufacturing facilities. The Company does not assess temporarily idled assets for impairment unless events or circumstances indicate that the carrying amounts of those assets may not be recoverable. Short-term stoppages of production for less than one year do not generally significantly impact the long-term expected cash flows of the idled facility. As of March 31, 2018, the Company concluded that there were no events or circumstances that would indicate that carrying amounts of long-lived and other noncurrent assets might be impaired. However, the Company continues to monitor market conditions closely. Further deterioration of market conditions could result in impairment charges being taken on the Company’s long-lived and other noncurrent assets, including the Company’s manufacturing plants, goodwill and intangible assets. The Company will evaluate long-lived and other noncurrent assets for impairment at such time that events or circumstances indicate that carrying amounts might be impaired. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Loss per Share under Two-Class Method | The following table sets forth the computation of basic and diluted loss per share under the two-class method: Three months ended March 31, 2018 2017 Numerator for basic and diluted loss per share: Net loss $ (22,272 ) $ (32,444 ) Effect of reallocating undistributed earnings of participating securities — — Net loss available under the two-class method $ (22,272 ) $ (32,444 ) Denominator: Denominator for basic loss per share--weighted-average shares 26,788,591 26,607,377 Effect of dilutive potential common shares — — Denominator for diluted loss per share--adjusted weighted-average shares 26,788,591 26,607,377 Basic loss per share $ (0.83 ) $ (1.22 ) Diluted loss per share $ (0.83 ) $ (1.22 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements of Financial Assets and Liabilities on Recurring and Non Recurring Basis | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value: Fair value as of March 31, 2018 Level 1 Level 2 Level 3 Total Liabilities: Derivative instruments — (1,933 ) — (1,933 ) Total fair value $ — $ (1,933 ) $ — $ (1,933 ) Fair value as of December 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Derivative instruments — (2,537 ) — (2,537 ) Total fair value $ — $ (2,537 ) $ — $ (2,537 ) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Restricted Stock Activity and Related Information | A summary of restricted stock activity and related information for the three months ended March 31, 2018 is presented below: Shares Weighted-Average Grant-Date Fair Value Per Share Nonvested at January 1, 2018 441,119 $ 14.87 Granted 334,638 $ 12.16 Vested (200,394 ) $ 18.20 Forfeited (1,152 ) $ 12.06 Nonvested at March 31, 2018 574,211 $ 12.13 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information for Operating Segments | Summarized financial information for the Company’s operating segments for the three months ended March 31, 2018 and 2017 is shown in the following tables. Intersegment sales are not material. Oilfield Technologies and Services Environmental Products and Services Total ($ in thousands) Three Months Ended March 31, 2018 Revenue from external customers $ 42,467 $ 6,900 $ 49,367 (Loss) income before income taxes (22,767 ) 495 (22,272 ) Depreciation and amortization 8,905 289 9,194 Three Months Ended March 31, 2017 Revenue from external customers $ 29,620 $ 5,050 $ 34,670 Loss before income taxes (31,763 ) (393 ) (32,156 ) Depreciation and amortization 12,094 336 12,430 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2018USD ($)Project | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Significant Accounting Policies [Line Items] | |||
Number of projects suspended | Project | 2 | ||
Percentage of suspended projects relating to two assets | 85.00% | ||
Estimate of projects completed percentage | 90.00% | ||
Deferred tax assets, valuation allowance | $ 59,782,000 | ||
Change in provisional amount of net deferred tax assets, previously recorded | 0 | ||
Restricted cash | 9,385,000 | $ 10,216,000 | |
Lower of cost or market inventory adjustment | 0 | ||
Production cost | 9,723,000 | $ 11,212,000 | |
Share Purchase Agreement | Russian Proppant | |||
Significant Accounting Policies [Line Items] | |||
Expected additional proceeds on the sale related to net debt and net working capital purchase price adjustments | $ 4,000,000 |
Computation of Basic and Dilute
Computation of Basic and Diluted Loss per Share under Two-Class Method (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator for basic and diluted loss per share: | ||
Net loss | $ (22,272) | $ (32,444) |
Effect of reallocating undistributed earnings of participating securities | 0 | 0 |
Net loss available under the two-class method | $ (22,272) | $ (32,444) |
Denominator: | ||
Denominator for basic loss per share--weighted-average shares | 26,788,591 | 26,607,377 |
Effect of dilutive potential common shares | 0 | 0 |
Denominator for diluted loss per share--adjusted weighted-average shares | 26,788,591 | 26,607,377 |
Basic loss per share | $ (0.83) | $ (1.22) |
Diluted loss per share | $ (0.83) | $ (1.22) |
Natural Gas Derivative Instru23
Natural Gas Derivative Instruments - Additional Information (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)MMBTU$ / MMBTU | Mar. 31, 2017USD ($)$ / MMBTU | |
Natural gas derivative contract | ||
Derivative [Line Items] | ||
Estimated cash flows, discount rate | 8.00% | |
Last derivative contract expiration month and year | 2018-12 | |
Contracts volume, derivative instruments | MMBTU | 1,350,000 | |
Average price | $ / MMBTU | 3 | 3.32 |
Natural gas derivative contract | 2015 through December 31, 2018 | ||
Derivative [Line Items] | ||
Contracts volume, derivative instruments | MMBTU | 1,440,000 | |
Average price | $ / MMBTU | 4.31 | |
Cost of Sales | ||
Derivative [Line Items] | ||
Gain (loss) on derivative instruments | $ | $ 218 | $ (891) |
Fair Value Measurements of Fina
Fair Value Measurements of Financial Assets and Liabilities on Recurring and Non Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Liabilities: | ||
Derivative instruments | $ (1,933) | $ (2,537) |
Total fair value | (1,933) | (2,537) |
Fair Value, Inputs, Level 2 | ||
Liabilities: | ||
Derivative instruments | (1,933) | (2,537) |
Total fair value | $ (1,933) | $ (2,537) |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($)shares | |
Phantom Share Units (PSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Amended and Restated 2014 Omnibus Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for issuance under the plan | shares | 425,840 |
Amended and Restated 2014 Omnibus Incentive Plan | Executive Officer | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Cash awards | $ 3,210 |
Vesting period | 3 years |
Deferred compensation paid relating to 2015 grant | $ 526 |
Deferred compensation, percentage | 76.00% |
Amended and Restated 2014 Omnibus Incentive Plan | Executive Officer | Beginning January 1, 2015 through December 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 200.00% |
Amended and Restated 2014 Omnibus Incentive Plan | Executive Officer | Beginning January 1, 2015 through December 31, 2017 | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 0.00% |
Amended and Restated 2014 Omnibus Incentive Plan | Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, net | $ 6,335 |
Unrecognized compensation expense, net, weighted average period | 2 years 3 months 18 days |
Total fair value of restricted stock vested | $ 1,567 |
Amended and Restated 2014 Omnibus Incentive Plan | Phantom Share Units (PSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Units granted | shares | 214,616 |
Units vested | shares | 54,020 |
Units forfeited | shares | 12,950 |
Total fair value of units outstanding | $ 1,070 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Restricted Stock Activity and Related Information (Detail) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Shares | |
Beginning Balance | shares | 441,119 |
Granted | shares | 334,638 |
Vested | shares | (200,394) |
Forfeited | shares | (1,152) |
Ending Balance | shares | 574,211 |
Weighted-Average Grant-Date Fair Value Per Share | |
Beginning Balance | $ / shares | $ 14.87 |
Granted | $ / shares | 12.16 |
Vested | $ / shares | 18.20 |
Forfeited | $ / shares | 12.06 |
Ending Balance | $ / shares | $ 12.13 |
Long-Term Debt and Notes Paya27
Long-Term Debt and Notes Payable - Additional Information (Detail) $ / shares in Units, $ in Thousands | Mar. 02, 2017USD ($)Subsidiary$ / sharesshares | May 31, 2016USD ($)BoardofDirector | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Apr. 26, 2018USD ($) | Dec. 29, 2017 |
Line of Credit Facility [Line Items] | |||||||
Long-term debt | $ 60,868 | $ 60,698 | |||||
Interest expense | 2,035 | $ 2,233 | |||||
Unsecured Promissory Notes | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, maturity date | Apr. 1, 2019 | ||||||
Debt instrument, interest rate | 7.00% | ||||||
Proceeds from issuance of notes | $ 25,000 | ||||||
Debt instrument, payable number | BoardofDirector | 2 | ||||||
PIK interest payments | 2,040 | ||||||
Subsequent Event | Unsecured Promissory Notes | |||||||
Line of Credit Facility [Line Items] | |||||||
Notes outstanding principal balance | $ 27,040 | ||||||
New Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term debt | $ 65,000 | ||||||
New Credit Agreement | Unsecured Promissory Notes | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, payment-in-kind interest rate | 8.00% | ||||||
Debt instrument, payment terms | Interest payments at 8.00% until the lenders under the New Credit Agreement receive two consecutive semi-annual cash interest payments. | ||||||
Debt instrument, frequency of periodic payment | Semi-annual | ||||||
Wilks | New Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term debt | $ 65,000 | ||||||
Debt instrument, maturity date | Dec. 31, 2022 | ||||||
Debt instrument, interest rate | 9.00% | ||||||
Number of operating subsidiaries | Subsidiary | 2 | ||||||
Period for payment of Interest on loan in kind | 2 years | ||||||
Debt instrument, payment-in-kind interest rate | 11.00% | ||||||
Notice of intent, period required to provide to exercise available option for interest payment | 30 days | ||||||
Unamortized debt issuance costs | $ 811 | ||||||
Warrants exercise price per share | $ / shares | $ 14.91 | ||||||
Warrants expiration date | Dec. 31, 2022 | ||||||
Percentage of common stock outstanding owned | 11.30% | ||||||
Percentage of common stock outstanding would hold upon exercise of warrant to purchase additional shares | 12.90% | ||||||
Wilks | New Credit Agreement | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Warrant entitles to purchase shares of the common stock | shares | 523,022 | ||||||
Wilks | New Credit Agreement | Warrant | |||||||
Line of Credit Facility [Line Items] | |||||||
Unamortized original issue discount | 3,321 | ||||||
Wells Fargo | Amended Credit Agreement | Standby Letters of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 7,775 | $ 9,230 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Schedule of Financial Informati
Schedule of Financial Information for Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenue from external customers | $ 49,367 | $ 34,670 |
(Loss) income before income taxes | (22,272) | (32,156) |
Depreciation and amortization | 9,194 | 12,430 |
Operating Segment | Oilfield Technologies and Services | ||
Segment Reporting Information [Line Items] | ||
Revenue from external customers | 42,467 | 29,620 |
(Loss) income before income taxes | (22,767) | (31,763) |
Depreciation and amortization | 8,905 | 12,094 |
Operating Segment | Environmental Products and Services | ||
Segment Reporting Information [Line Items] | ||
Revenue from external customers | 6,900 | 5,050 |
(Loss) income before income taxes | 495 | (393) |
Depreciation and amortization | $ 289 | $ 336 |