Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'FLOTEK INDUSTRIES INC/CN/ | ' |
Entity Central Index Key | '0000928054 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 51,644,969 |
Unaudited_Consolidated_Balance
Unaudited Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $4,369 | $2,700 |
Restricted cash | 0 | 150 |
Accounts receivable, net of allowance for doubtful accounts of $767 and $714 at September 30, 2013 and December 31, 2012, respectively | 62,244 | 42,259 |
Inventories, net | 70,857 | 45,177 |
Deferred tax assets, net | 1,591 | 1,274 |
Other current assets | 4,953 | 4,654 |
Total current assets | 144,014 | 96,214 |
Property and equipment, net | 77,269 | 56,499 |
Goodwill | 66,271 | 26,943 |
Deferred tax assets, net | 14,763 | 16,045 |
Other intangible assets, net | 78,662 | 24,166 |
TOTAL ASSETS | 380,979 | 219,867 |
Current liabilities: | ' | ' |
Accounts payable | 23,884 | 22,373 |
Accrued liabilities | 13,613 | 6,503 |
Income taxes payable | 3,379 | 3,479 |
Interest payable | 132 | 114 |
Convertible senior notes, net of discount | 0 | 5,133 |
Current portion of long-term debt | 35,529 | 4,329 |
Total current liabilities | 76,537 | 41,931 |
Long-term debt, less current portion | 41,110 | 22,455 |
Deferred tax liabilities, net | 25,491 | 751 |
Total liabilities | 143,138 | 65,137 |
Commitments and contingencies | ' | ' |
Stockholders’ equity: | ' | ' |
Cumulative convertible preferred stock, $0.0001 par value, 100,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 80,000,000 shares authorized; 58,158,051 shares issued and 51,614,119 shares outstanding at September 30, 2013; 53,123,978 shares issued and 49,601,495 shares outstanding at December 31, 2012 | 6 | 5 |
Additional paid-in capital | 261,887 | 195,485 |
Accumulated other comprehensive income (loss) | -201 | -40 |
Accumulated deficit | -11,846 | -37,019 |
Treasury stock, at cost; 5,198,003 and 2,198,193 shares at September 30, 2013 and December 31, 2012, respectively | -12,005 | -3,701 |
Total stockholders’ equity | 237,841 | 154,730 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $380,979 | $219,867 |
Unaudited_Consolidated_Balance1
Unaudited Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $767 | $714 |
Cumulative convertible preferred stock, at par value | $0.00 | $0.00 |
Cumulative convertible preferred stock, shares authorized | 100,000 | 100,000 |
Cumulative convertible preferred stock, shares issued | 0 | 0 |
Cumulative convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 58,158,051 | 53,123,978 |
Common stock, shares outstanding | 51,614,119 | 49,601,495 |
Treasury stock, shares | 5,198,003 | 2,198,193 |
Unaudited_Consolidated_Stateme
Unaudited Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $98,388 | $78,628 | $270,217 | $236,126 |
Cost of revenue | 60,886 | 44,785 | 162,491 | 135,807 |
Gross margin | 37,502 | 33,843 | 107,726 | 100,319 |
Expenses: | ' | ' | ' | ' |
Selling, general and administrative | 19,542 | 17,171 | 58,640 | 47,860 |
Depreciation and amortization | 2,038 | 1,170 | 5,231 | 3,166 |
Research and development | 835 | 909 | 2,689 | 2,363 |
Total expenses | 22,415 | 19,250 | 66,560 | 53,389 |
Income from operations | 15,087 | 14,593 | 41,166 | 46,930 |
Other income (expense): | ' | ' | ' | ' |
Loss on extinguishment of debt | 0 | 0 | 0 | -6,386 |
Change in fair value of warrant liability | 0 | 0 | 0 | 2,649 |
Interest expense | -530 | -1,830 | -1,495 | -6,245 |
Other income (expense), net | 59 | -17 | 117 | -367 |
Total other income (expense) | -471 | -1,847 | -1,378 | -10,349 |
Income before income taxes | 14,616 | 12,746 | 39,788 | 36,581 |
Income tax expense | -5,648 | -2,940 | -14,615 | -9,991 |
Net income | $8,968 | $9,806 | $25,173 | $26,590 |
Earnings per common share: | ' | ' | ' | ' |
Basic earnings per common share | $0.17 | $0.20 | $0.50 | $0.55 |
Diluted earnings per common share | $0.16 | $0.19 | $0.47 | $0.52 |
Weighted average common shares: | ' | ' | ' | ' |
Weighted average common shares used in computing basic earnings per common share | 52,742 | 48,384 | 50,819 | 48,054 |
Weighted average common shares used in computing diluted earnings per common share | 55,317 | 53,478 | 53,407 | 50,737 |
Unaudited_Consolidated_Stateme1
Unaudited Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Other Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $8,968 | $9,806 | $25,173 | $26,590 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation adjustment | -22 | 12 | -179 | -16 |
Unrealized gain on investments available for sale | 5 | 0 | 18 | 0 |
Other comprehensive loss | -17 | 12 | -161 | -16 |
Comprehensive income | $8,951 | $9,818 | $25,012 | $26,574 |
Unaudited_Consolidated_Stateme2
Unaudited Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net income | $25,173 | $26,590 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Change in fair value of warrant liability | 0 | -2,649 |
Depreciation and amortization | 10,948 | 8,468 |
Amortization of deferred financing costs | 65 | 739 |
Accretion of debt discount | 55 | 2,862 |
Gain on sale of assets | -3,452 | -3,039 |
Stock compensation expense | 8,697 | 9,571 |
Deferred income tax provision | -315 | 1,018 |
Excess tax benefit related to share-based awards | -835 | -579 |
Non-cash loss on extinguishment of debt | 0 | 4,270 |
Changes in current assets and liabilities: | ' | ' |
Restricted cash | 150 | 0 |
Accounts receivable, net | -6,521 | 532 |
Inventories | -2,055 | -4,287 |
Other current assets | 259 | -2,213 |
Accounts payable | -17,341 | 808 |
Accrued liabilities | 4,931 | 1,092 |
Income taxes payable | 1,585 | -2,993 |
Interest payable | 16 | -1,733 |
Net cash provided by operating activities | 21,360 | 38,457 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -9,985 | -15,243 |
Proceeds from sale of assets | 4,595 | 3,376 |
Payments for acquisition, net of cash acquired | -53,396 | 0 |
Purchase of patents and other intangible assets | 0 | -31 |
Net cash used in investing activities | -58,786 | -11,898 |
Cash flows from financing activities: | ' | ' |
Repayments of indebtedness | -9,777 | -51,828 |
Proceeds of borrowings | 26,190 | 0 |
Borrowings on revolving credit facility | 231,696 | 0 |
Repayments on revolving credit facility | -204,319 | 0 |
Debt issuance costs | -1,207 | 0 |
Issuance costs of preferred stock and detachable warrants | -200 | 0 |
Excess tax benefit related to share-based awards | 835 | 579 |
Purchase of treasury stock | -5,325 | -497 |
Proceeds from sale of common stock | 567 | 0 |
Proceeds from exercise of stock options | 491 | 167 |
Proceeds from the exercise of stock warrants | 323 | 263 |
Net cash provided by (used in) financing activities | 39,274 | -51,316 |
Effect of changes in exchange rates on cash and cash equivalents | -179 | -16 |
Net increase (decrease) in cash and cash equivalents | 1,669 | -24,773 |
Cash and cash equivalents at the beginning of period | 2,700 | 46,682 |
Cash and cash equivalents at the end of period | $4,369 | $21,909 |
Unaudited_Consolidated_Stateme3
Unaudited Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
In Thousands, unless otherwise specified | ||||||
Beginning balance at Dec. 31, 2012 | $154,730 | $5 | ($3,701) | $195,485 | ($40) | ($37,019) |
Beginning balance, shares at Dec. 31, 2012 | ' | 53,124 | 2,198 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net income | 25,173 | ' | ' | ' | ' | 25,173 |
Other comprehensive loss | -161 | ' | ' | ' | -161 | ' |
Issuance costs of preferred stock and detachable warrants | -200 | ' | ' | -200 | ' | ' |
Stock warrants exercised | 323 | ' | ' | 323 | ' | ' |
Stock warrants exercised, shares | ' | 267 | ' | ' | ' | ' |
Stock options exercised | 3,469 | ' | ' | 3,469 | ' | ' |
Stock options exercised, shares | ' | 472 | ' | ' | ' | ' |
Stock surrendered for exercise of stock options | -2,979 | ' | -2,979 | ' | ' | ' |
Stock surrendered for exercise of stock options, shares | ' | ' | 191 | ' | ' | ' |
Restricted stock granted, shares | ' | 794 | ' | ' | ' | ' |
Restricted stock forfeited, shares | ' | ' | 62 | ' | ' | ' |
Stock granted in incentive performance plan, shares | ' | 217 | ' | ' | ' | ' |
Treasury stock purchased | -5,325 | ' | -5,325 | ' | ' | ' |
Treasury stock purchased, shares | ' | ' | 339 | ' | ' | ' |
Excess tax benefit related to share-based awards | 835 | ' | ' | 835 | ' | ' |
Employee stock purchase plan | 567 | ' | ' | 567 | ' | ' |
Employee stock purchase plan, shares | ' | ' | -32 | ' | ' | ' |
Stock compensation expense | 8,697 | ' | ' | 8,697 | ' | ' |
Stock issued in Florida Chemical Company acquisition | 52,712 | 1 | ' | 52,711 | ' | ' |
Stock issued in Florida Chemical Company acquisition, shares | ' | 3,284 | ' | ' | ' | ' |
Return of borrowed shares under share lending agreement | ' | ' | 2,440 | ' | ' | ' |
Ending balance at Sep. 30, 2013 | $237,841 | $6 | ($12,005) | $261,887 | ($201) | ($11,846) |
Ending balance, shares at Sep. 30, 2013 | ' | 58,158 | 5,198 | ' | ' | ' |
Organization_and_Significant_A
Organization and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
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, global developer and supplier of drilling, completion and production technologies and related services. With its acquisition of Florida Chemical Company, Inc. on May 10, 2013 (see Note 3), the Company expanded its energy specialty chemical technologies and added consumer and industrial chemical technologies as a new product line. | |
Flotek's strategic focus, and that of its diversified wholly-owned subsidiaries (collectively referred to as the “Company”), now includes energy related chemical technologies, drilling and artificial lift technologies, and consumer and industrial chemical technologies. Within energy technologies, the Company provides oilfield specialty chemicals and logistics, down-hole drilling tools and down-hole production tools used in the energy and mining industries. Flotek's products and services enable customers to drill wells more efficiently, to realize increased production from both new and existing wells and to decrease future well operating costs. Major customers include leading oilfield service providers, pressure-pumping service companies, onshore and offshore drilling contractors, and major and independent oil and gas exploration and production companies. Within consumer and industrial chemical technologies, the Company provides products for the flavor and fragrance industry and the industrial chemical industry. Major customers include beverage and food companies, fragrance companies, and companies providing household and industrial cleaning products. | |
The Company is headquartered in Houston, Texas, with operating locations in Florida, Louisiana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Texas, Utah, Wyoming and The Netherlands. Flotek’s products are marketed both domestically and internationally, with international presence and/or initiatives in over 20 countries. | |
Basis of Presentation | |
The accompanying Unaudited Consolidated Financial Statements and accompanying footnotes (collectively the “Financial Statements”) reflect all adjustments, in the opinion of management, necessary for fair presentation 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 Securities and Exchange Commission (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 (“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 on Form 10-K for the fiscal year ended December 31, 2012 (the “Annual Report”). A copy of the 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. The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013. | |
Business Combinations | |
Acquisitions are accounted for by applying the acquisition method. Identifiable assets acquired and liabilities assumed are recorded at fair value at the acquisition date. Costs incurred to affect the acquisition are recognized as expenses as incurred. | |
Cash Management | |
In January 2013, the Company began using a controlled disbursement account for its main cash account. Under this system, outstanding checks can be in excess of the cash balances at the bank before the disbursement account is funded, creating a book overdraft. Book overdrafts on this account are presented as a current liability in accounts payable in the consolidated balance sheets. | |
Use of Estimates | |
The preparation of financial statements in conformity with 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. | |
Reclassifications | |
Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not impact net income. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Application of New Accounting Standards | |
Effective January 1, 2013, the Company adopted the accounting guidance in Accounting Standards Update ("ASU") No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment,” which permits a company to perform qualitative assessments regarding the likelihood that an indefinite-lived intangible asset is impaired and subsequently assess the need to perform a quantitative impairment test. Implementation of this standard did not have a material effect on the consolidated financial statements. | |
Effective January 1, 2013, the Company adopted the accounting guidance in ASU No. 2013-02, "Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which provides accounting guidance on the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount is reclassified to net income in its entirety in the same reporting period. For other amounts not required to be reclassified in their entirety to net income in the same reporting period, a cross reference to other disclosures that provide additional detail about the reclassification amounts is required. Implementation of this standard did not have a material effect on the consolidated financial statements. |
Acquisition_of_Florida_Chemica
Acquisition of Florida Chemical Company, Inc. | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Acquisition of Florida Chemical Company, Inc. | ' | ||||||||||||||||
Acquisition of Florida Chemical Company, Inc. | |||||||||||||||||
On May 10, 2013, the Company acquired Florida Chemical Company, Inc. ("Florida Chemical"), the world's largest processor of citrus oils and a pioneer in solvent, chemical synthesis, and flavor and fragrance applications from citrus oils. Florida Chemical has been an innovator in creating high performance, bio-based products for a variety of industries, including applications in the oil and gas industry. The acquisition brings a portfolio of high performance renewable and sustainable chemistries that perform well in the oil and gas industry as well as non-energy related markets. This expands the Company's business into consumer and industrial chemical technologies which provide products for the flavor and fragrance industry and the specialty chemical industry. These technologies are used by beverage and food companies, fragrance companies, and companies providing household and industrial cleaning products. | |||||||||||||||||
The Company acquired 100% of the outstanding shares of Florida Chemical's common stock. The purchase consideration transferred is as follows (in thousands): | |||||||||||||||||
Cash | $ | 49,500 | |||||||||||||||
Common stock (3,284,180 shares) | 52,711 | ||||||||||||||||
Repayment of debt | 4,227 | ||||||||||||||||
Total purchase price | $ | 106,438 | |||||||||||||||
The allocation of the purchase consideration was based upon the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in the acquisition. The allocation was made to major categories of assets and liabilities based on management's best estimates, supported by independent third-party analyses. The excess of the purchase price over the estimated fair value of tangible and identifiable intangible assets acquired, and liabilities assumed was allocated to goodwill. The allocation of purchase consideration is as follows (in thousands): | |||||||||||||||||
Cash | $ | 331 | |||||||||||||||
Net working capital, net of cash | 15,574 | ||||||||||||||||
Property and equipment: | |||||||||||||||||
Personal property | 13,400 | ||||||||||||||||
Real property | 6,750 | ||||||||||||||||
Other assets | 205 | ||||||||||||||||
Other intangible assets: | |||||||||||||||||
Customer relationships | 29,270 | ||||||||||||||||
Trade names | 12,670 | ||||||||||||||||
Proprietary technology | 14,080 | ||||||||||||||||
Goodwill | 39,328 | ||||||||||||||||
Deferred tax impact of valuation adjustment | (25,170 | ) | |||||||||||||||
Total purchase price allocation | $ | 106,438 | |||||||||||||||
The following unaudited pro forma financial information presents results of operations as if the acquisition had occurred as of January 1, 2012. This financial information does not purport to represent the results of operations which would actually have been obtained had the acquisition been completed as of January 1, 2012, or the results of operations that may be obtained in the future. Also, this financial information does not reflect the cost of any integration activities or benefits from the merger and synergies that may be derived from any integration activities, both of which may have a material effect on the consolidated results of operations in the periods following the completion of the merger. | |||||||||||||||||
Pro forma financial information is as follows (in thousands, except per share data): | |||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue | $ | 98,388 | $ | 97,173 | $ | 294,559 | $ | 301,382 | |||||||||
Net income | 8,968 | 11,129 | 27,313 | 28,115 | |||||||||||||
Earnings per common share: | |||||||||||||||||
Basic | $ | 0.17 | $ | 0.23 | $ | 0.54 | $ | 0.59 | |||||||||
Diluted | $ | 0.16 | $ | 0.22 | $ | 0.51 | $ | 0.55 | |||||||||
Pro forma adjustments include, but are not limited to, adjustments for amortization expense for acquired finite lived intangible assets, depreciation expense for the fair value of acquired property and equipment, interest expense for increased long-term debt and revolving credit facility borrowings required for the acquisition, and income tax expense on Florida Chemical income before income taxes. In addition, pro forma adjustments eliminate historical amortization, depreciation, and interest expense from the pro forma results of operations. | |||||||||||||||||
The acquisition was financed through increased long term debt of $25.0 million, additional borrowings on the Company's revolving credit facility of $28.7 million and the issuance of 3.3 million shares of the Company's common stock. An escrow fund totaling $10.0 million has been established to cover the indemnification obligations of Florida Chemical stockholders. Results of Florida Chemical's operations are included in the Company's consolidated financial statements from the date of acquisition, May 10, 2013. The Company's consolidated statements of operations for the three and nine months ended September 30, 2013 include $18.6 million and $33.1 million of revenue, respectively, and $3.9 million and $6.6 million of income from operations, respectively, related to the operations of Florida Chemical. | |||||||||||||||||
The Company incurred $1.4 million of acquisition costs in connection with the transaction which have been expensed as incurred and included in selling, general and administrative expenses. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
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, | ||||||||
2013 | 2012 | |||||||
Supplemental non-cash investing and financing activities: | ||||||||
Value of shares issued in acquisition of Florida Chemical | $ | 52,711 | $ | — | ||||
Fair value of warrant liability reclassified to additional paid-in capital | — | 13,973 | ||||||
Equipment acquired through capital leases | 866 | 1,072 | ||||||
Exercise of stock options by common stock surrender | 2,979 | — | ||||||
Supplemental cash payment information: | ||||||||
Interest paid | $ | 1,410 | $ | 4,357 | ||||
Income taxes paid | 13,343 | 12,158 | ||||||
Revenue
Revenue | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Revenue [Abstract] | ' | |||||||||||||||
Revenue | ' | |||||||||||||||
Revenue | ||||||||||||||||
The Company differentiates revenue and cost of revenue based on whether the source of revenue is attributable to products, rentals or services. Revenue and cost of revenue by source are as follows (in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: | ||||||||||||||||
Products | $ | 76,376 | $ | 56,621 | $ | 204,229 | $ | 170,302 | ||||||||
Rentals | 15,375 | 16,374 | 46,794 | 51,420 | ||||||||||||
Services | 6,637 | 5,633 | 19,194 | 14,404 | ||||||||||||
$ | 98,388 | $ | 78,628 | $ | 270,217 | $ | 236,126 | |||||||||
Cost of revenue: | ||||||||||||||||
Products | $ | 50,367 | $ | 32,910 | $ | 131,875 | $ | 101,528 | ||||||||
Rentals | 6,868 | 7,806 | 17,666 | 23,312 | ||||||||||||
Services | 1,610 | 2,271 | 7,179 | 5,665 | ||||||||||||
Depreciation | 2,041 | 1,798 | 5,771 | 5,302 | ||||||||||||
$ | 60,886 | $ | 44,785 | $ | 162,491 | $ | 135,807 | |||||||||
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
Inventories are as follows (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Raw materials | $ | 18,341 | $ | 12,883 | ||||
Work-in-process | 1,779 | 342 | ||||||
Finished goods | 54,229 | 34,704 | ||||||
Inventories | 74,349 | 47,929 | ||||||
Less reserve for excess and obsolete inventory | (3,492 | ) | (2,752 | ) | ||||
Inventories, net | $ | 70,857 | $ | 45,177 | ||||
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Property and Equipment | |||||||||
Property and equipment are as follows (in thousands): | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Land | $ | 5,078 | $ | 1,442 | |||||
Buildings and leasehold improvements | 30,252 | 18,520 | |||||||
Machinery, equipment and rental tools | 70,420 | 54,279 | |||||||
Equipment in progress | 5,389 | 9,382 | |||||||
Furniture and fixtures | 2,398 | 1,358 | |||||||
Transportation equipment | 5,710 | 5,136 | |||||||
Computer equipment and software | 5,880 | 6,743 | |||||||
Property and equipment | 125,127 | 96,860 | |||||||
Less accumulated depreciation | (47,858 | ) | (40,361 | ) | |||||
Property and equipment, net | $ | 77,269 | $ | 56,499 | |||||
Depreciation expense, including expense recorded in cost of revenue, totaled $3.0 million and $2.4 million for the three months ended September 30, 2013 and 2012, respectively, and $8.4 million and $6.9 million for the nine months ended September 30, 2013 and 2012, respectively. |
Goodwill
Goodwill | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Goodwill | ' | ||||||||||||||||
Goodwill | |||||||||||||||||
Changes in the carrying value of goodwill for each reporting unit are as follows (in thousands): | |||||||||||||||||
Energy Chemical Technologies | Consumer and Industrial Chemical Technologies | TeledriftTM | Total | ||||||||||||||
Balance at December 31, 2012 | $ | 11,610 | $ | — | $ | 15,333 | $ | 26,943 | |||||||||
Add: | |||||||||||||||||
Acquisition of Florida Chemical | 18,686 | 20,642 | — | 39,328 | |||||||||||||
Balance at September 30, 2013 | $ | 30,296 | $ | 20,642 | $ | 15,333 | $ | 66,271 | |||||||||
Prior to the acquisition of Florida Chemical, the Company had four reporting units, Energy Chemical Technologies, Drilling Tools, Teledrift, and Artificial Lift Technologies, of which only two, Energy Chemical Technologies and Teledrift, had an existing goodwill balance. For segment reporting purposes, the Teledrift reporting unit is consolidated within the Drilling Technologies segment. | |||||||||||||||||
During May 2013, as a result of the Florida Chemical acquisition, the Company recognized $39.3 million of goodwill. During the fair value assessment process, the Company identified two separate reporting units, one of which was consolidated within the Energy Chemical Technologies segment and the other which was identified as the Consumer and Industrial Chemical Technologies reporting unit and segment. The Company recognized $18.7 million of additional goodwill within the Energy Chemical Technologies reporting unit and $20.6 million of goodwill within the Consumer and Industrial Chemical Technologies reporting unit. |
Other_Intangible_Assets
Other Intangible Assets | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Other Intangible Assets | ' | ||||||||||||||||
Other Intangible Assets | |||||||||||||||||
Other intangible assets are as follows (in thousands): | |||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||
Cost | Accumulated Amortization | Cost | Accumulated Amortization | ||||||||||||||
Finite lived intangible assets: | |||||||||||||||||
Patents and technology | $ | 19,000 | $ | 2,924 | $ | 4,314 | $ | 1,654 | |||||||||
Customer Lists | 52,607 | 8,313 | 23,337 | 6,688 | |||||||||||||
Non-compete agreements | — | — | 402 | 402 | |||||||||||||
Trademarks and brand names | 7,191 | 1,889 | 6,151 | 1,513 | |||||||||||||
Other | 157 | — | 915 | 801 | |||||||||||||
Total finite lived intangible assets acquired | 78,955 | 13,126 | 35,119 | 11,058 | |||||||||||||
Deferred financing costs | 1,256 | 53 | 1,290 | 1,185 | |||||||||||||
Total amortizable intangible assets | 80,211 | $ | 13,179 | 36,409 | $ | 12,243 | |||||||||||
Indefinite lived intangible assets: | |||||||||||||||||
Trademarks and brand names | 11,630 | — | |||||||||||||||
Total other intangibles assets | $ | 91,841 | $ | 36,409 | |||||||||||||
Carrying value: | |||||||||||||||||
Other intangible assets, net | $ | 78,662 | $ | 24,166 | |||||||||||||
With the acquisition of Florida Chemical on May 10, 2013, the Company recorded increases in finite lived intangible assets of $14.1 million in patents and technology, $29.3 million in customer lists and $1.0 million in trademarks and brand names. In addition, the Company recorded $11.6 million in indefinite lived trademarks and brand names. These acquired intangible assets are recorded at fair value as of the date of acquisition. | |||||||||||||||||
Finite lived intangible assets acquired are amortized on a straight-line basis over two to 20 years. Amortization of finite lived intangible assets totaled $1.3 million and $0.5 million for the three months ended September 30, 2013 and 2012, respectively, and $2.7 million and $1.6 million for the nine months ended September 30, 2013 and 2012, respectively. |
Convertible_Notes_LongTerm_Deb
Convertible Notes, Long-Term Debt and Credit Facility | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Convertible Notes, Long-Term Debt and Credit Facility | ' | |||||||
Convertible Notes, Long-Term Debt and Credit Facility | ||||||||
Convertible notes and long-term debt are as follows (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Convertible notes: | ||||||||
Convertible senior unsecured notes (2008 Notes) | $ | — | $ | 5,188 | ||||
Less discount on notes | — | (55 | ) | |||||
Convertible senior notes reported as current, net of discount | $ | — | $ | 5,133 | ||||
Long-term debt: | ||||||||
Term loan | $ | 47,619 | $ | 25,000 | ||||
Borrowings under revolving credit facility | 27,377 | — | ||||||
Capital lease obligations | 1,643 | 1,784 | ||||||
Total long-term debt | 76,639 | 26,784 | ||||||
Less current portion of long-term debt | (35,529 | ) | (4,329 | ) | ||||
Long-term debt, less current portion | $ | 41,110 | $ | 22,455 | ||||
Credit Facility | ||||||||
On September 23, 2011, the Company and certain of its subsidiaries (the “Borrowers”) entered into a Revolving Credit and Security Agreement (the “Credit Facility”) with PNC Bank, National Association (“PNC Bank”). The Company may borrow under the Credit Facility for working capital, permitted acquisitions, capital expenditures and other corporate purposes. Under terms of the Credit Facility, as amended on May 10, 2013, the Company (a) may borrow up to $75 million under a revolving credit facility and (b) has borrowed $50 million under a term loan. | ||||||||
The Credit Facility is secured by substantially all of the Company’s domestic personal property, including accounts receivable, inventory, equipment and other intangible assets. The Credit Facility contains customary representations, warranties, and both affirmative and negative covenants, including a financial covenant to maintain a consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) to debt ratio of 1.10 to 1.00, a financial covenant to maintain a ratio of funded debt to adjusted EBITDA of not greater than 4.0 to 1.0, and an annual limit on capital expenditures of approximately $36 million. The Credit Facility restricts the payment of cash dividends on common stock. In the event of default, PNC Bank may accelerate the maturity date of any outstanding amounts borrowed under the Credit Facility. | ||||||||
Each of the Company’s domestic subsidiaries is fully obligated for Credit Facility indebtedness as a Borrower or as a guarantor pursuant to a guaranty dated September 23, 2011. | ||||||||
(a) Revolving Credit Facility | ||||||||
Under the revolving credit facility, the Company may borrow up to $75 million. This includes a sublimit of $10 million that may be used for letters of credit. The revolving credit facility is secured by substantially all the Company's domestic accounts receivable and inventory. | ||||||||
At September 30, 2013, eligible accounts receivable and inventory securing the revolving credit facility provided availability of approximately $74.8 million under the revolving credit facility. | ||||||||
The interest rate on advances under the revolving credit facility varies based on the level of borrowing. Rates range (a) between PNC Bank's base lending rate plus 0.5% to 1.0% or (b) between the London Interbank Offered Rate (LIBOR) plus 1.5% to 2.0%. PNC Bank's base lending rate was 3.25% at September 30, 2013. The Company is required to pay a monthly facility fee of 0.25% on any unused amount under the commitment based on daily averages. At September 30, 2013, $27.4 million was outstanding under the revolving credit facility, with $7.4 million borrowed as base rate loans at an interest rate of 3.75% and $20.0 million borrowed as LIBOR loans at an interest rate of 1.69%. | ||||||||
Borrowing under the revolving credit agreement is classified as current debt as a result of the required lockbox arrangement and subjective acceleration clauses. | ||||||||
(b) Term Loan | ||||||||
The Company increased borrowing to $50 million under the term loan on May 10, 2013. Monthly principal payments of $0.6 million are required. The unpaid balance of the term loan is due May 10, 2018. Prepayments are permitted, and may be required in certain circumstances. Amounts repaid under the term loan may not be reborrowed. The term loan is secured by substantially all of the Company's domestic equipment and other intangible assets. | ||||||||
The interest rate on the term loan varies based on the level of borrowing under the revolving credit facility. Rates range (a) between PNC Bank's base lending rate plus 1.25% to 1.75% or (b) between LIBOR plus 2.25% to 2.75%. At September 30, 2013, $47.6 million was outstanding under the term loan, with $1.6 million borrowed as base rate loans at an interest rate of 4.50% and $46.0 million borrowed as LIBOR loans at an interest rate of 2.44%. | ||||||||
Convertible Notes | ||||||||
The Company’s convertible notes have consisted of Convertible Senior Unsecured Notes (“2008 Notes”) and Convertible Senior Secured Notes (“2010 Notes”). On February 15, 2013, the Company repurchased the remaining $5.2 million of outstanding 2008 Notes. Following this repurchase, the Company no longer has any outstanding convertible senior notes. | ||||||||
In February 2008, the Company issued the 2008 Notes at par, in an aggregate principal amount of $115 million. The 2008 Notes had an interest rate of 5.25% and a scheduled maturity on February 15, 2028. The Company accounted for both the liability and equity components of the 2008 Notes using the Company’s nonconvertible debt borrowing rate of 11.5%. The Company used a five-year expected term for accretion of the associated debt discount which represented the period from inception until contractual call/put options contained in the 2008 Notes became exercisable on February 15, 2013. The Company assumed an effective tax rate of 38%. At the date of issuance, the discount on the 2008 Notes was $27.8 million, with an associated deferred tax liability of $10.6 million. | ||||||||
In March 2010 the Company exchanged $40 million of 2008 Notes for aggregate consideration of $36 million of 2010 Notes and $2 million worth of shares of the Company’s common stock. The transaction was accounted for as an exchange of debt. Accordingly, no gain or loss was recognized and the difference between the debt exchanged and the net carrying value of the debt was recorded as a reduction of previously recognized debt discount. The remaining debt discount continued to be accreted over the same period, at an assumed rate of 9.9%, using the effective interest method. The Company capitalized commitment fees related to the Exchange Agreement that were amortized using the effective interest method over the period the convertible debt was expected to remain outstanding. | ||||||||
The 2010 Notes carried the same maturity date, interest rate, conversion rights, conversion rate, redemption rights and guarantees as the 2008 Notes. The only difference in terms was that the 2010 Notes were secured by a second priority lien on substantially all of the Company’s assets, while the 2008 Notes remained unsecured. | ||||||||
The convertible notes had a scheduled maturity on February 15, 2028. On or after February 15, 2013, the Company could redeem, for cash, all or a portion of the convertible notes at a price equal to 100% of the outstanding principal amount, plus any associated accrued and unpaid interest. Holders of the convertible notes could require the Company to purchase all, or a portion, of the holder’s outstanding notes on each of February 15, 2013, February 15, 2018, and February 15, 2023. The convertible notes were convertible into shares of the Company’s common stock at the option of the note holders, subject to certain contractual conditions. The conversion rate was 43.9560 shares per $1,000 principal note amount (equal to a conversion price of approximately $22.75 per share). | ||||||||
In May 2011, note holders exchanged $4.5 million of the 2008 Notes for 559,007 shares of the Company’s common stock. Upon exchange, the Company recognized a loss on the extinguishment of debt of $1.1 million representing the difference between the reacquisition price of the debt over its net carrying amount including write-off of proportionate unaccreted discount and unamortized deferred financing costs. | ||||||||
On January 5, 2012, the Company repurchased all $36 million of the outstanding 2010 Notes for cash equal to 104.95% of the original principal amount of the notes, plus accrued and unpaid interest. As a result of this transaction, the Company recognized a loss on extinguishment of debt of $5.4 million, consisting of a cash premium of $1.8 million and the write-off of unaccreted discount and unamortized deferred financing costs. Upon repurchase, the 2010 Notes were canceled and the second priority liens on the Company’s assets were released. | ||||||||
On June 25, 2012, the Company repurchased $15 million of outstanding 2008 Notes for cash equal to 102% of the original principal amount, plus accrued and unpaid interest. As a result of this transaction, the Company recognized a loss on extinguishment of debt of $1 million, consisting of the cash premium of $0.3 million and the write-off of unaccreted discount and unamortized deferred financing costs. | ||||||||
On December 31, 2012, the Company repurchased $50.3 million of outstanding 2008 Notes for cash equal to the original principal amount and a total premium of $0.3 million, plus accrued and unpaid interest. As a result of this transaction, the Company recognized a loss on extinguishment of debt of $0.9 million, consisting of the cash premium and the write-off of unaccreted discount and unamortized debt financing costs. | ||||||||
On February 15, 2013, the Company repurchased the remaining $5.2 million of outstanding 2008 Notes for cash equal to the original principal amount, plus accrued and unpaid interest. These 2008 Notes were either tendered by the holder pursuant to the Company's tender offer or were redeemed by the Company pursuant to provisions of the indenture for the 2008 Notes. Following this repurchase, the Company no longer has any outstanding convertible senior notes. | ||||||||
Guarantees of the Convertible Notes | ||||||||
The convertible notes were guaranteed by substantially all of the Company’s wholly owned subsidiaries. Flotek Industries, Inc., the parent company, is a holding company with no independent assets or operations. The guarantees provided by the Company’s subsidiaries were full and unconditional, and joint and several. Any subsidiaries of the Company that were not guarantors were deemed to be “minor” subsidiaries in accordance with SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The agreements governing the Company’s long-term indebtedness did not contain any significant restrictions on the ability of the Company, or any guarantor, to obtain funds from subsidiaries by dividend or loan. | ||||||||
Share Lending Agreement | ||||||||
Concurrent with the offering of the 2008 Notes, the Company entered into a share lending agreement (the “Share Lending Agreement”) with Bear, Stearns International Limited which was subsequently acquired and became an indirect, wholly owned subsidiary of JPMorgan Chase & Company (the “Borrower”). In accordance with the Share Lending Agreement, the Company loaned 3.8 million shares of its common stock (the “Borrowed Shares”) to the Borrower for a period commencing February 11, 2008 and ending on the earlier of February 15, 2028 or the date the 2008 Notes were paid. The Borrower was permitted to use the Borrowed Shares only for the purpose of directly or indirectly facilitating the sale of the 2008 Notes and for the establishment of hedge positions by holders of the 2008 Notes. The Company did not require collateral to mitigate any inherent or associated risk of the Share Lending Agreement. | ||||||||
The Company did not receive any proceeds for the Borrowed Shares, but did receive a nominal loan fee of $0.0001 for each share loaned. The Borrower retained all proceeds from sales of Borrowed Shares pursuant to the Share Lending Agreement. Upon conversion or replacement of the 2008 Notes, the number of Borrowed Shares proportionate to the converted or repaid notes were to be returned to the Company. The Borrowed Shares were issued and outstanding for corporate law purposes. Accordingly, holders of Borrowed Shares possessed all of the rights of a holder of the Company’s outstanding shares, including the right to vote the shares on all matters submitted to a vote of stockholders and the right to receive any dividends or other distributions declared or paid on outstanding shares of common stock. Under the Share Lending Agreement, the Borrower agreed to pay to the Company, within one business day after a payment date, an amount equal to any cash dividends that the Company paid on the Borrowed Shares, and to pay or deliver to the Company, upon termination of the loan of Borrowed Shares, any other distribution, in liquidation or otherwise, that the Company made on the Borrowed Shares. | ||||||||
To the extent the Borrowed Shares loaned under the Share Lending Agreement were not sold or returned to the Company, the Borrower agreed to not vote any borrowed shares of which the Borrower was the owner of record. The Borrower also agreed, under the Share Lending Agreement, to not transfer or dispose of any borrowed shares unless such transfer or disposition was pursuant to a registration statement that was effective under the Securities Act. Investors that purchased shares from the Borrower, and all subsequent transferees of such purchasers, were entitled to the same voting rights, with respect to owned shares, as any other holder of common stock. | ||||||||
The Company valued the share lending arrangement at $0.5 million at the date of issuance. The corresponding fair value was recognized as a debt issuance cost and was amortized to interest expense through the earliest put date of the related debt, February 15, 2013. | ||||||||
During June 2012 and November 2011, the Borrower returned 659,340 shares and 701,102 shares, respectively, of the Company’s borrowed common stock. On January 22, 2013, the remaining 2,439,558 shares of the Company's common stock held by J.P. Morgan Markets Limited were returned to the Company. No consideration was paid by the Company for the return of the Borrowed Shares. The Share Lending Agreement has been terminated. | ||||||||
Shares that had been loaned under the Share Lending Agreement were not considered outstanding for the purpose of computing and reporting earnings per share. | ||||||||
Capital Lease Obligations | ||||||||
The Company leases equipment and vehicles under capital leases. At September 30, 2013, the Company had $1.6 million of capital lease obligations. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings Per Share | ' | |||||||||||||||
Earnings Per Share | ||||||||||||||||
Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net income, adjusted for the effect of assumed conversion of convertible notes, by the weighted average number of common shares outstanding combined with dilutive common share equivalents outstanding, if the effect is dilutive. | ||||||||||||||||
In connection with the sale of the 2008 Notes, the Company entered into a Share Lending Agreement for 3.8 million shares of the Company’s common stock (see Note 10). Contractual undertakings of the Borrower had the effect of substantially eliminating the economic dilution that otherwise would result from the issuance of the Borrowed Shares, and all shares outstanding under the Share Lending Agreement were contractually obligated to be returned to the Company. As a result, shares loaned under the Share Lending Agreement were not considered outstanding for the purpose of computing and reporting earnings per share. The Share Lending Agreement was terminated on January 22, 2013 upon the return of all Borrowed Shares to the Company. | ||||||||||||||||
On February 15, 2013, the Company repurchased the remaining $5.2 million of outstanding 2008 Notes for cash. Following this repurchase, the Company no longer has any outstanding convertible senior notes. For the nine months ended September 30, 2013 and 2012, the Company’s convertible notes were excluded from the calculation of diluted earnings per common share, as inclusion was anti-dilutive. In addition, for the three and nine months ended September 30, 2013 and 2012, approximately 0.1 million stock options with an exercise price in excess of the average market price of the Company’s common stock were excluded from the calculation of diluted earnings per common share. | ||||||||||||||||
Basic and diluted earnings per common share are as follows (in thousands, except per share data): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income - Basic | $ | 8,968 | $ | 9,806 | $ | 25,173 | $ | 26,590 | ||||||||
Impact of assumed conversions: | ||||||||||||||||
Interest on convertible notes | — | 414 | — | — | ||||||||||||
Net income - Diluted | $ | 8,968 | $ | 10,220 | $ | 25,173 | $ | 26,590 | ||||||||
Weighted average common shares outstanding - Basic | 52,742 | 48,384 | 50,819 | 48,054 | ||||||||||||
Assumed conversions: | ||||||||||||||||
Incremental common shares from warrants | 1,365 | 1,493 | 1,404 | 1,617 | ||||||||||||
Incremental common shares from stock options | 1,134 | 1,003 | 1,143 | 986 | ||||||||||||
Incremental common shares from restricted stock units | 76 | 158 | 41 | 80 | ||||||||||||
Incremental common shares from convertible senior notes | — | 2,440 | — | — | ||||||||||||
Weighted average common shares outstanding - Diluted | 55,317 | 53,478 | 53,407 | 50,737 | ||||||||||||
Basic earnings per common share | $ | 0.17 | $ | 0.2 | $ | 0.5 | $ | 0.55 | ||||||||
Diluted earnings per common share | $ | 0.16 | $ | 0.19 | $ | 0.47 | $ | 0.52 | ||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
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. | |||||||||||||||
Liabilities Measured at Fair Value on a Recurring Basis | ||||||||||||||||
The Company had no liabilities required to be measured at fair value on a recurring basis at September 30, 2013 and December 31, 2012. There were no transfers in or out of either Level 1 or Level 2 fair value measurements during the nine months ended September 30, 2013 and the year ended December 31, 2012. During the nine months ended September 30, 2013 and the year ended December 31, 2012, there were no transfers in or out of the Level 3 hierarchy. | ||||||||||||||||
Changes in Level 3 liabilities are as follows (in thousands): | ||||||||||||||||
Nine months ended | Year ended | |||||||||||||||
30-Sep-13 | December 31, 2012 | |||||||||||||||
Balance, beginning of period | $ | — | $ | 16,622 | ||||||||||||
Fair value adjustments, net | — | (2,649 | ) | |||||||||||||
Reclassification to additional paid-in capital | — | (13,973 | ) | |||||||||||||
Net transfers in/(out) | — | — | ||||||||||||||
Balance, end of period | $ | — | $ | — | ||||||||||||
On June 14, 2012, provisions in the Company’s Exercisable and Contingent Warrant Certificates were amended to eliminate anti-dilution price adjustment provisions and remove cash settlement provisions of a change of control event. Upon amendment, the warrants met the requirements for classification as equity. All fluctuations in the fair value of the warrant liability prior to June 2012 were recognized as non-cash income or expense items within the statement of operations. The fair value accounting methodology for the warrant liability is no longer required following the contractual amendment. | ||||||||||||||||
Fair Value of Other Financial Instruments | ||||||||||||||||
The carrying value and estimated fair value of the Company’s marketable securities, convertible notes and long-term debt are as follows (in thousands): | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Value | Value | Value | Value | |||||||||||||
Marketable securities | $ | 220 | $ | 220 | $ | — | $ | — | ||||||||
2008 Notes (1) | — | — | 5,133 | 5,163 | ||||||||||||
Term loan | 47,619 | 47,619 | 25,000 | 25,000 | ||||||||||||
Borrowings under revolving credit facility | 27,377 | 27,377 | — | — | ||||||||||||
Capital lease obligations | 1,643 | 1,601 | 1,784 | 1,736 | ||||||||||||
(1)The carrying value of the 2008 Notes represents the discounted debt component only, while the fair value of the Notes is based on the market value of the respective notes, including convertible equity features. | ||||||||||||||||
The estimated fair value of the 2008 Notes is based upon quoted market prices. The carrying value of the term loan and borrowings under the revolving credit facility approximate their fair value because the interest rates are variable. The fair value of capital lease obligations is based on recent lease rates adjusted for a risk premium. | ||||||||||||||||
Assets Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||||
The Company's non-financial assets, including property and equipment, goodwill and other intangible assets are measured at fair value on a non-recurring basis and are subject to fair value adjustment in certain circumstances. No impairment of any of these assets was recognized during the nine months ended September 30, 2013 and 2012. |
Income_Taxes
Income Taxes | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Taxes | ' | |||||||||||
Income Taxes | ||||||||||||
The Company’s corporate organizational structure requires the filing of two separate consolidated U.S. Federal income tax returns. Taxable income of one group cannot be offset by tax attributes, including net operating losses, of the other group. | ||||||||||||
A reconciliation of the effective tax rate to the U.S. federal statutory tax rate is as follows: | ||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Federal statutory tax rate | 35 | % | 35 | % | 35 | % | 35 | % | ||||
State income taxes, net of federal benefit | 3.6 | 1.1 | 3.2 | 2.1 | ||||||||
Change in valuation allowance | 0.2 | (6.9 | ) | (0.1 | ) | (5.1 | ) | |||||
Warrant liability fair value adjustment | — | (2.3 | ) | — | (1.9 | ) | ||||||
Domestic production activities deduction | (2.3 | ) | (2.8 | ) | (2.4 | ) | (2.5 | ) | ||||
Other | 2.1 | (1.0 | ) | 1 | (0.3 | ) | ||||||
Effective income tax rate | 38.6 | % | 23.1 | % | 36.7 | % | 27.3 | % | ||||
Fluctuations in effective tax rates were historically impacted by non-cash changes in the fair value of the Company’s warrant liability, permanent tax differences with no associated income tax impact, and existing deferred tax asset valuation allowances. | ||||||||||||
The change in the net deferred tax asset (liability) relates primarily to an increase in deferred tax liabilities from the acquisition of Florida Chemical. Deferred taxes are presented in the balance sheets as follows (in thousands): | ||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||
Current deferred tax assets | $ | 1,591 | $ | 1,274 | ||||||||
Non-current deferred tax assets | 14,763 | 16,045 | ||||||||||
Non-current deferred tax liabilities | (25,491 | ) | (751 | ) | ||||||||
Net deferred tax assets (liabilities) | $ | (9,137 | ) | $ | 16,568 | |||||||
As part of its acquisition assessment, the Company recognized a deferred tax asset related to Florida Chemical's allowance for doubtful accounts and inventory obsolescence reserve expected to be realized in the future. In addition, the Company recorded a deferred tax liability for the difference between the assigned fair values of the tangible and intangible assets acquired and the tax bases of those assets. |
Convertible_Preferred_Stock_an
Convertible Preferred Stock and Stock Warrants | 9 Months Ended |
Sep. 30, 2013 | |
Warrants and Rights Note Disclosure [Abstract] | ' |
Convertible Preferred Stock and Stock Warrants | ' |
Convertible Preferred Stock and Stock Warrants | |
In August 2009, the Company sold 16,000 units (the “Units”), consisting of preferred stock and warrants for $1,000 per Unit. Each Unit consisted of one share of Series A cumulative convertible preferred stock (“Convertible Preferred Stock”), detachable warrants to purchase up to 155 shares of the Company's common stock at an exercise price of $2.31 per share (“Exercisable Warrants”) and detachable contingent warrants to purchase up to 500 shares of the Company's common stock at an exercise price of $2.45 per share (“Contingent Warrants”). | |
The gross proceeds from issuance of the Units were allocated, at the date of the transaction, based upon the preferred stock and warrants relative fair values. The Company obtained third-party valuations to assist in quantifying the relative fair value of the Unit's debt and equity components. The fair value of the warrants was determined with the Black-Scholes option-pricing model assuming a five-year term, a volatility rate of 54%, a risk-free rate of return of 2.7%, and an assumed dividend rate of zero. The fair value of the preferred stock component was determined based upon a valuation of the beneficial conversion right and the host contract. The fair value of the beneficial conversion right was estimated based upon a Monte Carlo simulation of the Company’s possible future stock price to assess the likelihood of conversion. Due to a lack of comparable transactions by companies with similar credit ratings, the value of the host contract was determined by applying a risk-adjusted rate of return to the annual dividend. At the date of the transaction, the Company recorded approximately 68% of the proceeds or $10.8 million (net of the discount recognized upon the allocation of proceeds to the detachable warrants) as preferred stock in stockholders' equity. The fair value of the detachable warrants was assessed at $5.2 million and recorded as a warrant liability. The Company determined that the conversion option embedded within the preferred stock had intrinsic value beneficial to the holders of the preferred stock. The intrinsic value was determined to be $5.2 million and was recorded as a beneficial conversion discount with an offset to additional paid-in capital at the date of the transaction. The preferred stock conversion period was estimated to be thirty-six months based upon an evaluation of the conversion options. | |
Preferred Stock | |
Each share of Convertible Preferred Stock was convertible at any time, at the holder’s option, into 434.782 shares of the Company’s common stock. The conversion rate represented an equivalent conversion price of approximately $2.30 per share of common stock. | |
Each share of Convertible Preferred Stock had a liquidation preference of $1,000. Dividends accrued at a rate of 15% of the liquidation preference per year and accumulated, if not paid quarterly. Subsequent to February 11, 2010, the Company had the ability to convert the preferred shares into common shares if the closing price of the common stock met certain price criteria. In the event any Convertible Preferred Stock was converted, the Company was obligated to pay an amount, in cash or common stock, equal to eight quarterly dividend payments less any dividends previously paid. | |
On January 6, 2011, the Company paid all accumulated and unpaid dividends on the outstanding shares of Convertible Preferred Stock in shares of the Company’s common stock. The payment, at an annual rate of 15% of the liquidation preference, covered the period from issuance, August 12, 2009, through December 31, 2010. Dividends per share were paid in shares of commons stock valued at $4.81, based upon the prior ten business day volume-weighted average price per share. Fractional shares were paid in cash. | |
On February 4, 2011, the Company exercised its contractual right to mandatorily convert all outstanding shares of Convertible Preferred Stock into shares of common stock at the prevailing conversion rate of 434.782 shares of common stock for each share of preferred stock. The Company issued 4,871,719 shares of common stock for preferred share conversions during 2011, including those mandatorily converted. Holders of preferred shares subject to mandatory conversion were entitled to eight quarterly dividend payments. On February 4, 2011, dividends per share of $91.67 were paid in shares of common stock valued at $6.63, based upon the prior ten business day volume-weighted average price per share. Fractional shares were paid in cash. | |
Stock Warrants | |
Exercisable Warrants were exercisable upon issuance and expire August 12, 2014, if not exercised. Contingent Warrants became exercisable on November 9, 2009, and expire November 9, 2014, if not exercised. Prior to June 14, 2012, the warrants contained anti-dilution price protection in the event the Company issued shares of common stock or securities exercisable for, or convertible into, common stock at a price per share less than the warrants’ exercise price. In accordance with these contractual anti-dilution price adjustment provisions, the warrants were re-priced as a result of a payment of a portion of the initial and deferred commitment fees related to the Company’s term loan with common stock on March 31, 2010 and September 30, 2010. | |
Due to the anti-dilution price adjustment provisions established at the issuance date, the warrants were deemed to be a liability and were recorded at fair value at the date of issuance. The warrant liability was adjusted to fair value at the end of each reporting period through the statement of operations during the period the anti-dilution price adjustment provisions were in effect. On June 14, 2012, contractual provisions within the Company’s Exercisable and Contingent Warrant agreements were modified to eliminate the anti-dilution price adjustment provisions of the warrants and remove the cash settlement provisions in the event of a change of control. The amended warrants now qualify to be classified as equity. Accordingly, the Company revalued the warrants as of June 14, 2012, the date of contractual amendment. The change in fair value of the warrant liability compared to the fair value on December 31, 2011, $2.6 million, was recognized in income during 2012. The revalued warrant liability of $14.0 million was reclassified to additional-paid-in-capital on June 14, 2012. There will no longer be fair value adjustments as long as the warrants continue to meet the criteria for equity classification. | |
The Company used the Black-Scholes option-pricing model to estimate the fair value of the warrant liability for each reporting period. On June 14, 2012, the date the warrants were amended, inputs into the fair value calculation included the actual remaining term of the warrants, a volatility rate of 58.1%, a risk-free rate of return of 0.36%, and an assumed dividend rate of zero. | |
At September 30, 2013, Exercisable and Contingent Warrants to purchase up to 1,277,250 shares of common stock at $1.21 per share remain outstanding. |
Business_Segment_Geographic_an
Business Segment, Geographic and Major Customer Information | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
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-makers in deciding how to allocate resources and assess performance. With its acquisition of Florida Chemical Company, Inc. on May 10, 2013 (see Note 3), the Company added operations in a new segment, Consumer and Industrial Chemical Technologies (previously referred to as Non-energy Chemical Technologies). The operations of the Company are now categorized into four reportable segments: Energy Chemical Technologies (previously referred to as Chemical Technologies), Consumer and Industrial Chemical Technologies, Drilling Technologies and Artificial Lift Technologies. | |||||||||||||||||||||||||
• | Energy Chemical Technologies designs, develops, manufactures, packages and markets specialty chemicals, some of which hold patent protection, used in oil and gas well cementing, stimulation, acidizing, drilling and production. Activities in this segment also include construction and management of automated material handling facilities and management of loading facilities and blending operations for oilfield services companies. | ||||||||||||||||||||||||
• | Consumer and Industrial Chemical Technologies designs, develops and manufactures products that are sold to companies in the flavor and fragrance industry and the specialty chemical industry. These technologies are used by beverage and food companies, fragrance companies, and companies providing household and industrial cleaning products. | ||||||||||||||||||||||||
• | Drilling Technologies rents, sells, inspects, manufactures and markets down-hole drilling equipment used in energy, mining, water well and industrial drilling activities. | ||||||||||||||||||||||||
• | Artificial Lift Technologies assembles and markets artificial lift equipment, including the Petrovalve™ product line of rod pump components, electric submersible pumps, gas separators, valves and services that support natural gas, oil and coal bed methane production activities. | ||||||||||||||||||||||||
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 tax provisions (benefits), are not allocated to reportable segments. | |||||||||||||||||||||||||
Summarized financial information of the reportable segments is as follows (in thousands): | |||||||||||||||||||||||||
As of and for the three months ended September 30, | Energy Chemical Technologies | Consumer and Industrial Chemical Technologies | Drilling Technologies | Artificial Lift Technologies | Corporate and | Total | |||||||||||||||||||
Other | |||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 51,670 | $ | 15,292 | $ | 27,569 | $ | 3,857 | $ | — | $ | 98,388 | |||||||||||||
Gross margin | 21,849 | 3,588 | 10,821 | 1,244 | — | 37,502 | |||||||||||||||||||
Income (loss) from operations | 16,247 | 2,301 | 4,309 | 769 | (8,539 | ) | 15,087 | ||||||||||||||||||
Depreciation and amortization | 932 | 382 | 2,438 | 60 | 213 | 4,025 | |||||||||||||||||||
Total assets | 121,876 | 97,129 | 136,832 | 16,542 | 8,600 | 380,979 | |||||||||||||||||||
Capital expenditures | 161 | 165 | 1,596 | 225 | 328 | 2,475 | |||||||||||||||||||
2012 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 44,189 | $ | — | $ | 30,424 | $ | 4,015 | $ | — | $ | 78,628 | |||||||||||||
Gross margin | 20,774 | — | 11,252 | 1,817 | — | 33,843 | |||||||||||||||||||
Income (loss) from operations | 16,530 | — | 5,329 | 1,384 | (8,650 | ) | 14,593 | ||||||||||||||||||
Depreciation and amortization | 460 | — | 2,277 | 54 | 176 | 2,967 | |||||||||||||||||||
Total assets | 53,076 | — | 122,533 | 10,563 | 31,963 | 218,135 | |||||||||||||||||||
Capital expenditures | 733 | — | 2,384 | 5 | 2,643 | 5,765 | |||||||||||||||||||
As of and for the nine months ended September 30, | Energy Chemical Technologies | Consumer and Industrial Chemical Technologies | Drilling Technologies | Artificial Lift Technologies | Corporate and | Total | |||||||||||||||||||
Other | |||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 144,029 | $ | 27,967 | $ | 86,268 | $ | 11,953 | $ | — | $ | 270,217 | |||||||||||||
Gross margin | 61,548 | 7,281 | 34,622 | 4,275 | — | 107,726 | |||||||||||||||||||
Income (loss) from operations | 45,300 | 4,648 | 15,510 | 2,712 | (27,004 | ) | 41,166 | ||||||||||||||||||
Depreciation and amortization | 2,201 | 634 | 7,215 | 181 | 717 | 10,948 | |||||||||||||||||||
Total assets | 121,876 | 97,129 | 136,832 | 16,542 | 8,600 | 380,979 | |||||||||||||||||||
Capital expenditures | 3,077 | 165 | 4,066 | 1,669 | 1,008 | 9,985 | |||||||||||||||||||
2012 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 137,827 | $ | — | $ | 89,214 | $ | 9,085 | $ | — | $ | 236,126 | |||||||||||||
Gross margin | 61,856 | — | 34,764 | 3,699 | — | 100,319 | |||||||||||||||||||
Income (loss) from operations | 50,005 | — | 17,320 | 2,284 | (22,679 | ) | 46,930 | ||||||||||||||||||
Depreciation and amortization | 1,321 | — | 6,738 | 148 | 261 | 8,468 | |||||||||||||||||||
Total assets | 53,076 | — | 122,533 | 10,563 | 31,963 | 218,135 | |||||||||||||||||||
Capital expenditures | 2,896 | — | 7,724 | 73 | 4,550 | 15,243 | |||||||||||||||||||
Geographic Information | |||||||||||||||||||||||||
Revenue by country is based on the location where services are provided and products are sold. No individual country other than the United States (“U.S.”) 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, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
U.S. | $ | 84,640 | $ | 68,512 | $ | 234,151 | $ | 206,394 | |||||||||||||||||
Other countries | 13,748 | 10,116 | 36,066 | 29,732 | |||||||||||||||||||||
Total | $ | 98,388 | $ | 78,628 | $ | 270,217 | $ | 236,126 | |||||||||||||||||
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, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Customer A | 15.5 | % | 16.6 | % | 16.6 | % | 15.2 | % | |||||||||||||||||
Customer B | * | * | * | 10.4 | % | ||||||||||||||||||||
Customer C | * | 12.1 | % | * | * | ||||||||||||||||||||
* This customer did not account for more than 10% of revenue. | |||||||||||||||||||||||||
Over 97% of the revenue from major customers was for sales within the Energy Chemical Technologies segment. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
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. | |
Representation Agreements | |
In February 2011, the Company entered into two separate representation agreements with Basin Supply Corporation (“Basin Supply”), a multinational, energy industry-focused supply chain management company, to market certain of the Company’s specialty chemicals and down-hole drilling products and services within various international markets, including the Middle East, Africa, Latin America and the former Soviet Union. Both agreements are effective through December 31, 2015. Under each agreement, Basin Supply is also eligible to receive warrants to purchase Flotek common stock (at an exercise price of 125% of the price of Flotek's common stock on the grant date) upon exceeding contractually defined annual base and “stretch” sales targets. The number of warrants that could be issued under the terms of each of the agreements is 100,000 per year during 2013 and 2014. | |
Concentrations and Credit Risk | |
The majority of the Company’s revenue is derived from the oil and gas industry. Customers include major integrated oil and natural gas companies, independent oil and natural gas companies, pressure pumping service companies and state-owned national oil companies. This concentration of customers in one industry increases credit and business risks. | |
Certain mud-motor inventory parts in the Drilling Technologies segment and stock parts in the Artificial Lift Technologies segment are primarily sourced from China. | |
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 maintained at one major financial institution and balances often exceed insurable amounts. | |
Non-binding Letter of Intent | |
In July 2013, the Company entered into a non-binding Letter of Intent to acquire Eclipse IOR Services, LLC, a leading provider of enhanced recovery technologies for oil and natural gas producers. Subject to successful completion of due diligence, total consideration is expected to be approximately $6.5 million. |
Organization_and_Significant_A1
Organization and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Nature of Operations | ' |
Organization and Nature of Operations | |
Flotek Industries, Inc. (“Flotek” or the “Company”) is a technology-driven, global developer and supplier of drilling, completion and production technologies and related services. With its acquisition of Florida Chemical Company, Inc. on May 10, 2013 (see Note 3), the Company expanded its energy specialty chemical technologies and added consumer and industrial chemical technologies as a new product line. | |
Flotek's strategic focus, and that of its diversified wholly-owned subsidiaries (collectively referred to as the “Company”), now includes energy related chemical technologies, drilling and artificial lift technologies, and consumer and industrial chemical technologies. Within energy technologies, the Company provides oilfield specialty chemicals and logistics, down-hole drilling tools and down-hole production tools used in the energy and mining industries. Flotek's products and services enable customers to drill wells more efficiently, to realize increased production from both new and existing wells and to decrease future well operating costs. Major customers include leading oilfield service providers, pressure-pumping service companies, onshore and offshore drilling contractors, and major and independent oil and gas exploration and production companies. Within consumer and industrial chemical technologies, the Company provides products for the flavor and fragrance industry and the industrial chemical industry. Major customers include beverage and food companies, fragrance companies, and companies providing household and industrial cleaning products. | |
The Company is headquartered in Houston, Texas, with operating locations in Florida, Louisiana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Texas, Utah, Wyoming and The Netherlands. Flotek’s products are marketed both domestically and internationally, with international presence and/or initiatives in over 20 countries. | |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying Unaudited Consolidated Financial Statements and accompanying footnotes (collectively the “Financial Statements”) reflect all adjustments, in the opinion of management, necessary for fair presentation 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 Securities and Exchange Commission (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 (“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 on Form 10-K for the fiscal year ended December 31, 2012 (the “Annual Report”). A copy of the 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. The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013. | |
Business Combinations Policy | ' |
Business Combinations | |
Acquisitions are accounted for by applying the acquisition method. Identifiable assets acquired and liabilities assumed are recorded at fair value at the acquisition date. Costs incurred to affect the acquisition are recognized as expenses as incurred. | |
Cash Management Policies | ' |
Cash Management | |
In January 2013, the Company began using a controlled disbursement account for its main cash account. Under this system, outstanding checks can be in excess of the cash balances at the bank before the disbursement account is funded, creating a book overdraft. Book overdrafts on this account are presented as a current liability in accounts payable in the consolidated balance sheets. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with 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. | |
Reclassifications | ' |
Reclassifications | |
Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not impact net income. | |
Application of New Accounting Standards | ' |
Application of New Accounting Standards | |
Effective January 1, 2013, the Company adopted the accounting guidance in Accounting Standards Update ("ASU") No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment,” which permits a company to perform qualitative assessments regarding the likelihood that an indefinite-lived intangible asset is impaired and subsequently assess the need to perform a quantitative impairment test. Implementation of this standard did not have a material effect on the consolidated financial statements. | |
Effective January 1, 2013, the Company adopted the accounting guidance in ASU No. 2013-02, "Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which provides accounting guidance on the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount is reclassified to net income in its entirety in the same reporting period. For other amounts not required to be reclassified in their entirety to net income in the same reporting period, a cross reference to other disclosures that provide additional detail about the reclassification amounts is required. Implementation of this standard did not have a material effect on the consolidated financial statements. |
Acquisition_of_Florida_Chemica1
Acquisition of Florida Chemical Company, Inc. (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Acquisition purchase price | ' | ||||||||||||||||
The purchase consideration transferred is as follows (in thousands): | |||||||||||||||||
Cash | $ | 49,500 | |||||||||||||||
Common stock (3,284,180 shares) | 52,711 | ||||||||||||||||
Repayment of debt | 4,227 | ||||||||||||||||
Total purchase price | $ | 106,438 | |||||||||||||||
Schedule of purchase price allocation to acquired net assets | ' | ||||||||||||||||
The excess of the purchase price over the estimated fair value of tangible and identifiable intangible assets acquired, and liabilities assumed was allocated to goodwill. The allocation of purchase consideration is as follows (in thousands): | |||||||||||||||||
Cash | $ | 331 | |||||||||||||||
Net working capital, net of cash | 15,574 | ||||||||||||||||
Property and equipment: | |||||||||||||||||
Personal property | 13,400 | ||||||||||||||||
Real property | 6,750 | ||||||||||||||||
Other assets | 205 | ||||||||||||||||
Other intangible assets: | |||||||||||||||||
Customer relationships | 29,270 | ||||||||||||||||
Trade names | 12,670 | ||||||||||||||||
Proprietary technology | 14,080 | ||||||||||||||||
Goodwill | 39,328 | ||||||||||||||||
Deferred tax impact of valuation adjustment | (25,170 | ) | |||||||||||||||
Total purchase price allocation | $ | 106,438 | |||||||||||||||
Schedule of pro forma operating results | ' | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue | $ | 98,388 | $ | 97,173 | $ | 294,559 | $ | 301,382 | |||||||||
Net income | 8,968 | 11,129 | 27,313 | 28,115 | |||||||||||||
Earnings per common share: | |||||||||||||||||
Basic | $ | 0.17 | $ | 0.23 | $ | 0.54 | $ | 0.59 | |||||||||
Diluted | $ | 0.16 | $ | 0.22 | $ | 0.51 | $ | 0.55 | |||||||||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
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, | ||||||||
2013 | 2012 | |||||||
Supplemental non-cash investing and financing activities: | ||||||||
Value of shares issued in acquisition of Florida Chemical | $ | 52,711 | $ | — | ||||
Fair value of warrant liability reclassified to additional paid-in capital | — | 13,973 | ||||||
Equipment acquired through capital leases | 866 | 1,072 | ||||||
Exercise of stock options by common stock surrender | 2,979 | — | ||||||
Supplemental cash payment information: | ||||||||
Interest paid | $ | 1,410 | $ | 4,357 | ||||
Income taxes paid | 13,343 | 12,158 | ||||||
Revenue_Tables
Revenue (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Revenue [Abstract] | ' | |||||||||||||||
Differentiation of revenue and cost of revenue | ' | |||||||||||||||
Revenue and cost of revenue by source are as follows (in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: | ||||||||||||||||
Products | $ | 76,376 | $ | 56,621 | $ | 204,229 | $ | 170,302 | ||||||||
Rentals | 15,375 | 16,374 | 46,794 | 51,420 | ||||||||||||
Services | 6,637 | 5,633 | 19,194 | 14,404 | ||||||||||||
$ | 98,388 | $ | 78,628 | $ | 270,217 | $ | 236,126 | |||||||||
Cost of revenue: | ||||||||||||||||
Products | $ | 50,367 | $ | 32,910 | $ | 131,875 | $ | 101,528 | ||||||||
Rentals | 6,868 | 7,806 | 17,666 | 23,312 | ||||||||||||
Services | 1,610 | 2,271 | 7,179 | 5,665 | ||||||||||||
Depreciation | 2,041 | 1,798 | 5,771 | 5,302 | ||||||||||||
$ | 60,886 | $ | 44,785 | $ | 162,491 | $ | 135,807 | |||||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Components of Inventory | ' | |||||||
Inventories are as follows (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Raw materials | $ | 18,341 | $ | 12,883 | ||||
Work-in-process | 1,779 | 342 | ||||||
Finished goods | 54,229 | 34,704 | ||||||
Inventories | 74,349 | 47,929 | ||||||
Less reserve for excess and obsolete inventory | (3,492 | ) | (2,752 | ) | ||||
Inventories, net | $ | 70,857 | $ | 45,177 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Components of property, plant and equipment | ' | ||||||||
Property and equipment are as follows (in thousands): | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Land | $ | 5,078 | $ | 1,442 | |||||
Buildings and leasehold improvements | 30,252 | 18,520 | |||||||
Machinery, equipment and rental tools | 70,420 | 54,279 | |||||||
Equipment in progress | 5,389 | 9,382 | |||||||
Furniture and fixtures | 2,398 | 1,358 | |||||||
Transportation equipment | 5,710 | 5,136 | |||||||
Computer equipment and software | 5,880 | 6,743 | |||||||
Property and equipment | 125,127 | 96,860 | |||||||
Less accumulated depreciation | (47,858 | ) | (40,361 | ) | |||||
Property and equipment, net | $ | 77,269 | $ | 56,499 | |||||
Goodwill_Tables
Goodwill (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Changes in the carrying value of goodwill | ' | ||||||||||||||||
Changes in the carrying value of goodwill for each reporting unit are as follows (in thousands): | |||||||||||||||||
Energy Chemical Technologies | Consumer and Industrial Chemical Technologies | TeledriftTM | Total | ||||||||||||||
Balance at December 31, 2012 | $ | 11,610 | $ | — | $ | 15,333 | $ | 26,943 | |||||||||
Add: | |||||||||||||||||
Acquisition of Florida Chemical | 18,686 | 20,642 | — | 39,328 | |||||||||||||
Balance at September 30, 2013 | $ | 30,296 | $ | 20,642 | $ | 15,333 | $ | 66,271 | |||||||||
Other_Intangible_Assets_Tables
Other Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of other intangible assets | ' | ||||||||||||||||
Other intangible assets are as follows (in thousands): | |||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||
Cost | Accumulated Amortization | Cost | Accumulated Amortization | ||||||||||||||
Finite lived intangible assets: | |||||||||||||||||
Patents and technology | $ | 19,000 | $ | 2,924 | $ | 4,314 | $ | 1,654 | |||||||||
Customer Lists | 52,607 | 8,313 | 23,337 | 6,688 | |||||||||||||
Non-compete agreements | — | — | 402 | 402 | |||||||||||||
Trademarks and brand names | 7,191 | 1,889 | 6,151 | 1,513 | |||||||||||||
Other | 157 | — | 915 | 801 | |||||||||||||
Total finite lived intangible assets acquired | 78,955 | 13,126 | 35,119 | 11,058 | |||||||||||||
Deferred financing costs | 1,256 | 53 | 1,290 | 1,185 | |||||||||||||
Total amortizable intangible assets | 80,211 | $ | 13,179 | 36,409 | $ | 12,243 | |||||||||||
Indefinite lived intangible assets: | |||||||||||||||||
Trademarks and brand names | 11,630 | — | |||||||||||||||
Total other intangibles assets | $ | 91,841 | $ | 36,409 | |||||||||||||
Carrying value: | |||||||||||||||||
Other intangible assets, net | $ | 78,662 | $ | 24,166 | |||||||||||||
Convertible_Notes_LongTerm_Deb1
Convertible Notes, Long-Term Debt and Credit Facility (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Components of convertible notes and long-term debt | ' | |||||||
Convertible notes and long-term debt are as follows (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Convertible notes: | ||||||||
Convertible senior unsecured notes (2008 Notes) | $ | — | $ | 5,188 | ||||
Less discount on notes | — | (55 | ) | |||||
Convertible senior notes reported as current, net of discount | $ | — | $ | 5,133 | ||||
Long-term debt: | ||||||||
Term loan | $ | 47,619 | $ | 25,000 | ||||
Borrowings under revolving credit facility | 27,377 | — | ||||||
Capital lease obligations | 1,643 | 1,784 | ||||||
Total long-term debt | 76,639 | 26,784 | ||||||
Less current portion of long-term debt | (35,529 | ) | (4,329 | ) | ||||
Long-term debt, less current portion | $ | 41,110 | $ | 22,455 | ||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Components of basic and diluted earnings per common share | ' | |||||||||||||||
Basic and diluted earnings per common share are as follows (in thousands, except per share data): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income - Basic | $ | 8,968 | $ | 9,806 | $ | 25,173 | $ | 26,590 | ||||||||
Impact of assumed conversions: | ||||||||||||||||
Interest on convertible notes | — | 414 | — | — | ||||||||||||
Net income - Diluted | $ | 8,968 | $ | 10,220 | $ | 25,173 | $ | 26,590 | ||||||||
Weighted average common shares outstanding - Basic | 52,742 | 48,384 | 50,819 | 48,054 | ||||||||||||
Assumed conversions: | ||||||||||||||||
Incremental common shares from warrants | 1,365 | 1,493 | 1,404 | 1,617 | ||||||||||||
Incremental common shares from stock options | 1,134 | 1,003 | 1,143 | 986 | ||||||||||||
Incremental common shares from restricted stock units | 76 | 158 | 41 | 80 | ||||||||||||
Incremental common shares from convertible senior notes | — | 2,440 | — | — | ||||||||||||
Weighted average common shares outstanding - Diluted | 55,317 | 53,478 | 53,407 | 50,737 | ||||||||||||
Basic earnings per common share | $ | 0.17 | $ | 0.2 | $ | 0.5 | $ | 0.55 | ||||||||
Diluted earnings per common share | $ | 0.16 | $ | 0.19 | $ | 0.47 | $ | 0.52 | ||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Changes in Level 3 liabilities | ' | |||||||||||||||
Changes in Level 3 liabilities are as follows (in thousands): | ||||||||||||||||
Nine months ended | Year ended | |||||||||||||||
30-Sep-13 | December 31, 2012 | |||||||||||||||
Balance, beginning of period | $ | — | $ | 16,622 | ||||||||||||
Fair value adjustments, net | — | (2,649 | ) | |||||||||||||
Reclassification to additional paid-in capital | — | (13,973 | ) | |||||||||||||
Net transfers in/(out) | — | — | ||||||||||||||
Balance, end of period | $ | — | $ | — | ||||||||||||
Carrying value and estimated fair value of convertible notes and long-term debt | ' | |||||||||||||||
The carrying value and estimated fair value of the Company’s marketable securities, convertible notes and long-term debt are as follows (in thousands): | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Value | Value | Value | Value | |||||||||||||
Marketable securities | $ | 220 | $ | 220 | $ | — | $ | — | ||||||||
2008 Notes (1) | — | — | 5,133 | 5,163 | ||||||||||||
Term loan | 47,619 | 47,619 | 25,000 | 25,000 | ||||||||||||
Borrowings under revolving credit facility | 27,377 | 27,377 | — | — | ||||||||||||
Capital lease obligations | 1,643 | 1,601 | 1,784 | 1,736 | ||||||||||||
(1)The carrying value of the 2008 Notes represents the discounted debt component only, while the fair value of the Notes is based on the market value of the respective notes, including convertible equity features. |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Reconciliation of effective tax rate to the U.S. federal statutory tax rate | ' | |||||||||||
A reconciliation of the effective tax rate to the U.S. federal statutory tax rate is as follows: | ||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Federal statutory tax rate | 35 | % | 35 | % | 35 | % | 35 | % | ||||
State income taxes, net of federal benefit | 3.6 | 1.1 | 3.2 | 2.1 | ||||||||
Change in valuation allowance | 0.2 | (6.9 | ) | (0.1 | ) | (5.1 | ) | |||||
Warrant liability fair value adjustment | — | (2.3 | ) | — | (1.9 | ) | ||||||
Domestic production activities deduction | (2.3 | ) | (2.8 | ) | (2.4 | ) | (2.5 | ) | ||||
Other | 2.1 | (1.0 | ) | 1 | (0.3 | ) | ||||||
Effective income tax rate | 38.6 | % | 23.1 | % | 36.7 | % | 27.3 | % | ||||
Schedule of deferred tax assets and liabilities | ' | |||||||||||
Deferred taxes are presented in the balance sheets as follows (in thousands): | ||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||
Current deferred tax assets | $ | 1,591 | $ | 1,274 | ||||||||
Non-current deferred tax assets | 14,763 | 16,045 | ||||||||||
Non-current deferred tax liabilities | (25,491 | ) | (751 | ) | ||||||||
Net deferred tax assets (liabilities) | $ | (9,137 | ) | $ | 16,568 | |||||||
Business_Segment_Geographic_an1
Business Segment, Geographic and Major Customer Information (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||
Financial information regarding reportable segments | ' | ||||||||||||||||||||||||
Summarized financial information of the reportable segments is as follows (in thousands): | |||||||||||||||||||||||||
As of and for the three months ended September 30, | Energy Chemical Technologies | Consumer and Industrial Chemical Technologies | Drilling Technologies | Artificial Lift Technologies | Corporate and | Total | |||||||||||||||||||
Other | |||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 51,670 | $ | 15,292 | $ | 27,569 | $ | 3,857 | $ | — | $ | 98,388 | |||||||||||||
Gross margin | 21,849 | 3,588 | 10,821 | 1,244 | — | 37,502 | |||||||||||||||||||
Income (loss) from operations | 16,247 | 2,301 | 4,309 | 769 | (8,539 | ) | 15,087 | ||||||||||||||||||
Depreciation and amortization | 932 | 382 | 2,438 | 60 | 213 | 4,025 | |||||||||||||||||||
Total assets | 121,876 | 97,129 | 136,832 | 16,542 | 8,600 | 380,979 | |||||||||||||||||||
Capital expenditures | 161 | 165 | 1,596 | 225 | 328 | 2,475 | |||||||||||||||||||
2012 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 44,189 | $ | — | $ | 30,424 | $ | 4,015 | $ | — | $ | 78,628 | |||||||||||||
Gross margin | 20,774 | — | 11,252 | 1,817 | — | 33,843 | |||||||||||||||||||
Income (loss) from operations | 16,530 | — | 5,329 | 1,384 | (8,650 | ) | 14,593 | ||||||||||||||||||
Depreciation and amortization | 460 | — | 2,277 | 54 | 176 | 2,967 | |||||||||||||||||||
Total assets | 53,076 | — | 122,533 | 10,563 | 31,963 | 218,135 | |||||||||||||||||||
Capital expenditures | 733 | — | 2,384 | 5 | 2,643 | 5,765 | |||||||||||||||||||
As of and for the nine months ended September 30, | Energy Chemical Technologies | Consumer and Industrial Chemical Technologies | Drilling Technologies | Artificial Lift Technologies | Corporate and | Total | |||||||||||||||||||
Other | |||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 144,029 | $ | 27,967 | $ | 86,268 | $ | 11,953 | $ | — | $ | 270,217 | |||||||||||||
Gross margin | 61,548 | 7,281 | 34,622 | 4,275 | — | 107,726 | |||||||||||||||||||
Income (loss) from operations | 45,300 | 4,648 | 15,510 | 2,712 | (27,004 | ) | 41,166 | ||||||||||||||||||
Depreciation and amortization | 2,201 | 634 | 7,215 | 181 | 717 | 10,948 | |||||||||||||||||||
Total assets | 121,876 | 97,129 | 136,832 | 16,542 | 8,600 | 380,979 | |||||||||||||||||||
Capital expenditures | 3,077 | 165 | 4,066 | 1,669 | 1,008 | 9,985 | |||||||||||||||||||
2012 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 137,827 | $ | — | $ | 89,214 | $ | 9,085 | $ | — | $ | 236,126 | |||||||||||||
Gross margin | 61,856 | — | 34,764 | 3,699 | — | 100,319 | |||||||||||||||||||
Income (loss) from operations | 50,005 | — | 17,320 | 2,284 | (22,679 | ) | 46,930 | ||||||||||||||||||
Depreciation and amortization | 1,321 | — | 6,738 | 148 | 261 | 8,468 | |||||||||||||||||||
Total assets | 53,076 | — | 122,533 | 10,563 | 31,963 | 218,135 | |||||||||||||||||||
Capital expenditures | 2,896 | — | 7,724 | 73 | 4,550 | 15,243 | |||||||||||||||||||
Revenue by geographic location | ' | ||||||||||||||||||||||||
Revenue by geographic location is as follows (in thousands): | |||||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
U.S. | $ | 84,640 | $ | 68,512 | $ | 234,151 | $ | 206,394 | |||||||||||||||||
Other countries | 13,748 | 10,116 | 36,066 | 29,732 | |||||||||||||||||||||
Total | $ | 98,388 | $ | 78,628 | $ | 270,217 | $ | 236,126 | |||||||||||||||||
Summary of revenue from 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, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Customer A | 15.5 | % | 16.6 | % | 16.6 | % | 15.2 | % | |||||||||||||||||
Customer B | * | * | * | 10.4 | % | ||||||||||||||||||||
Customer C | * | 12.1 | % | * | * | ||||||||||||||||||||
* This customer did not account for more than 10% of revenue. |
Organization_and_Significant_A2
Organization and Significant Accounting Policies (Details) | Sep. 30, 2013 |
country | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of countries Flotek actively markets products and services, over 20 countries | 20 |
Acquisition_of_Florida_Chemica2
Acquisition of Florida Chemical Company, Inc. - Purchase Price (Details) (Florida Chemical Company, Inc [Member], USD $) | 0 Months Ended |
In Thousands, except Share data, unless otherwise specified | 10-May-13 |
Florida Chemical Company, Inc [Member] | ' |
Business Acquisition [Line Items] | ' |
Cash | $49,500 |
Common stock, (3,284,180 shares) | 52,711 |
Common stock, shares issued (in shares) | 3,284,180 |
Repayment of debt | 4,227 |
Total purchase price | $106,438 |
Acquisition_of_Florida_Chemica3
Acquisition of Florida Chemical Company, Inc. - Purchase Price Allocation (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | 10-May-13 | 10-May-13 | 10-May-13 | 10-May-13 | 10-May-13 | 10-May-13 |
In Thousands, unless otherwise specified | Florida Chemical Company, Inc [Member] | Personal Property [Member] | Real Property [Member] | Customer relationships [Member] | Trade Names [Member] | Proprietary technology [Member] | ||
Florida Chemical Company, Inc [Member] | Florida Chemical Company, Inc [Member] | Florida Chemical Company, Inc [Member] | Florida Chemical Company, Inc [Member] | Florida Chemical Company, Inc [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | $331 | ' | ' | ' | ' | ' |
Net working capital, net of cash | ' | ' | 15,574 | ' | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | 13,400 | 6,750 | ' | ' | ' |
Other assets | ' | ' | 205 | ' | ' | ' | ' | ' |
Other intangible assets | ' | ' | ' | ' | ' | 29,270 | 12,670 | 14,080 |
Goodwill | 66,271 | 26,943 | 39,328 | ' | ' | ' | ' | ' |
Deferred tax impact of valuation adjustment | ' | ' | -25,170 | ' | ' | ' | ' | ' |
Total purchase price allocation | ' | ' | $106,438 | ' | ' | ' | ' | ' |
Acquisition_of_Florida_Chemica4
Acquisition of Florida Chemical Company, Inc. - Pro Forma Results of Operations (Details) (Florida Chemical Company, Inc [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Florida Chemical Company, Inc [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Revenue | $98,388 | $97,173 | $294,559 | $301,382 |
Net income | $8,968 | $11,129 | $27,313 | $28,115 |
Earnings per common share: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.17 | $0.23 | $0.54 | $0.59 |
Diluted (in dollars per share) | $0.16 | $0.22 | $0.51 | $0.55 |
Acquisition_of_Florida_Chemica5
Acquisition of Florida Chemical Company, Inc. - Additional Disclosures (Details) (USD $) | 1 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | ||
31-May-13 | Sep. 30, 2013 | Sep. 30, 2012 | 10-May-13 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-13 | 31-May-13 | |
Florida Chemical Company, Inc [Member] | Florida Chemical Company, Inc [Member] | Florida Chemical Company, Inc [Member] | Revolving Credit Facility [Member] | Selling, General and Administrative Expenses [Member] | ||||
Florida Chemical Company, Inc [Member] | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of oustanding shares acquired | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Increase in long-term debt | $25,000,000 | $26,190,000 | $0 | ' | ' | ' | ' | ' |
Additional borrowings on credit facility | ' | ' | ' | ' | ' | ' | 28,700,000 | ' |
Common stock, shares issued (in shares) | ' | ' | ' | 3,284,180 | ' | ' | ' | ' |
Escrow fund to cover indemnification obligations | ' | ' | ' | 10,000,000 | ' | ' | ' | ' |
Revenue of the acquired business from the date of acquisition | ' | ' | ' | ' | 18,600,000 | 33,100,000 | ' | ' |
Income from operations of the acquired business from the date of acquisition | ' | ' | ' | ' | 3,900,000 | 6,600,000 | ' | ' |
Acquisition costs incurred | ' | ' | ' | ' | ' | ' | ' | $1,400,000 |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Supplemental non-cash investing and financing activities: | ' | ' |
Value of shares issued in acquisition of Florida Chemical | $52,711 | $0 |
Fair value of warrant liability reclassified to additional paid-in capital | 0 | 13,973 |
Equipment acquired through capital leases | 866 | 1,072 |
Exercise of stock options by common stock surrender | 2,979 | 0 |
Supplemental cash payment information: | ' | ' |
Interest paid | 1,410 | 4,357 |
Income taxes paid | $13,343 | $12,158 |
Revenue_Details
Revenue (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Differentiation of revenue and cost of revenue | ' | ' | ' | ' |
Revenue: Products | $76,376 | $56,621 | $204,229 | $170,302 |
Revenue: Rentals | 15,375 | 16,374 | 46,794 | 51,420 |
Revenue: Services | 6,637 | 5,633 | 19,194 | 14,404 |
Total revenue | 98,388 | 78,628 | 270,217 | 236,126 |
Cost of Revenue: Products | 50,367 | 32,910 | 131,875 | 101,528 |
Cost of Revenue: Rentals | 6,868 | 7,806 | 17,666 | 23,312 |
Cost of Revenue: Services | 1,610 | 2,271 | 7,179 | 5,665 |
Cost of Revenue: Depreciation | 2,041 | 1,798 | 5,771 | 5,302 |
Total cost of revenue | $60,886 | $44,785 | $162,491 | $135,807 |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Components of Inventory | ' | ' |
Raw materials | $18,341 | $12,883 |
Work-in-process | 1,779 | 342 |
Finished goods | 54,229 | 34,704 |
Inventories | 74,349 | 47,929 |
Less reserve for excess and obsolete inventory | -3,492 | -2,752 |
Inventories, net | $70,857 | $45,177 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Components of Property, Plant and Equipment | ' | ' |
Land | $5,078 | $1,442 |
Buildings and leasehold improvements | 30,252 | 18,520 |
Machinery, equipment and rental tools | 70,420 | 54,279 |
Equipment in progress | 5,389 | 9,382 |
Furniture and fixtures | 2,398 | 1,358 |
Property and equipment | 125,127 | 96,860 |
Less accumulated depreciation | -47,858 | -40,361 |
Property and equipment , net | 77,269 | 56,499 |
Transportation equipment [Member] | ' | ' |
Components of Property, Plant and Equipment | ' | ' |
Property and equipment | 5,710 | 5,136 |
Computer equipment and software [Member] | ' | ' |
Components of Property, Plant and Equipment | ' | ' |
Property and equipment | $5,880 | $6,743 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Property Plant and Equipment (Textual) [Abstract] | ' | ' | ' | ' |
Depreciation expense, inclusive of expense captured in cost of revenue | $3 | $2.40 | $8.40 | $6.90 |
Goodwill_Details
Goodwill (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill [Roll Forward] | ' |
Balance at December 31, 2012 | $26,943 |
Acquisition of Florida Chemical | 39,328 |
Balance at September 30, 2013 | 66,271 |
Energy Chemical Technologies [Member] | ' |
Goodwill [Roll Forward] | ' |
Balance at December 31, 2012 | 11,610 |
Acquisition of Florida Chemical | 18,686 |
Balance at September 30, 2013 | 30,296 |
Consumer and Industrial Chemical Technologies [Member] | ' |
Goodwill [Roll Forward] | ' |
Balance at December 31, 2012 | 0 |
Acquisition of Florida Chemical | 20,642 |
Balance at September 30, 2013 | 20,642 |
Teledrift [Member] | ' |
Goodwill [Roll Forward] | ' |
Balance at December 31, 2012 | 15,333 |
Acquisition of Florida Chemical | 0 |
Balance at September 30, 2013 | $15,333 |
Goodwill_Additional_Disclosure
Goodwill - Additional Disclosures (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
segment | |
Goodwill [Line Items] | ' |
Goodwill acquired | $39,328 |
Number of Operating Segments with Goodwill Balance | 2 |
Energy Chemical Technologies [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill acquired | 18,686 |
Consumer and Industrial Chemical Technologies [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill acquired | $20,642 |
Other_Intangible_Assets_Schedu
Other Intangible Assets - Schedule of Other Intangible Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Finite and Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, cost | $80,211,000 | $36,409,000 |
Finite-lived intangible assets, accumulated amortization | 13,179,000 | 12,243,000 |
Total other intangibles assets | 91,841,000 | 36,409,000 |
Other intangible assets, net | 78,662,000 | 24,166,000 |
Acquired Intangible Assets [Member] | ' | ' |
Finite and Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, cost | 78,955,000 | 35,119,000 |
Finite-lived intangible assets, accumulated amortization | 13,126,000 | 11,058,000 |
Patents and technology [Member] | ' | ' |
Finite and Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, cost | 19,000,000 | 4,314,000 |
Finite-lived intangible assets, accumulated amortization | 2,924,000 | 1,654,000 |
Increase in finite lived intangible assets | 14,100,000 | ' |
Customer Lists [Member] | ' | ' |
Finite and Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, cost | 52,607,000 | 23,337,000 |
Finite-lived intangible assets, accumulated amortization | 8,313,000 | 6,688,000 |
Increase in finite lived intangible assets | 29,300,000 | ' |
Noncompete Agreements [Member] | ' | ' |
Finite and Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, cost | 0 | 402,000 |
Finite-lived intangible assets, accumulated amortization | 0 | 402,000 |
Trademarks and brand names [Member] | ' | ' |
Finite and Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, cost | 7,191,000 | 6,151,000 |
Finite-lived intangible assets, accumulated amortization | 1,889,000 | 1,513,000 |
Increase in finite lived intangible assets | 1,000,000 | ' |
Other Intangible Assets [Member] | ' | ' |
Finite and Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, cost | 157,000 | 915,000 |
Finite-lived intangible assets, accumulated amortization | 0 | 801,000 |
Deferred Financing Costs [Member] | ' | ' |
Finite and Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, cost | 1,256,000 | 1,290,000 |
Finite-lived intangible assets, accumulated amortization | 53,000 | 1,185,000 |
Trademarks and brand names [Member] | ' | ' |
Finite and Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Indefinite-lived intangible assets | 11,630,000 | 0 |
Increase in indefinite lived intangible assets | $11,600,000 | ' |
Other_Intangible_Assets_Amorti
Other Intangible Assets - Amortization (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Other Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization of other intangible assets | $1.30 | $0.50 | $2.70 | $1.60 |
Minimum [Member] | ' | ' | ' | ' |
Other Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization period | ' | ' | '2 years | ' |
Maximum [Member] | ' | ' | ' | ' |
Other Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization period | ' | ' | '20 years | ' |
Convertible_Notes_LongTerm_Deb2
Convertible Notes, Long-Term Debt and Credit Facility (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Components of convertible notes and long-term debt | ' | ' |
Capital lease obligations | $1,643 | $1,784 |
Total long-term debt | 76,639 | 26,784 |
Less current portion of long-term debt | -35,529 | -4,329 |
Long-term debt, less current portion | 41,110 | 22,455 |
Convertible Debt [Member] | ' | ' |
Components of convertible notes and long-term debt | ' | ' |
Less discount | 0 | -55 |
Long term debt, net | 0 | 5,133 |
Term loan [Member] | ' | ' |
Components of convertible notes and long-term debt | ' | ' |
Long-term debt, gross | ' | 25,000 |
Long term debt, net | 47,600 | ' |
Revolving Credit Facility [Member] | ' | ' |
Components of convertible notes and long-term debt | ' | ' |
Long-term debt, gross | 27,377 | 0 |
2008 Notes [Member] | Convertible Debt [Member] | ' | ' |
Components of convertible notes and long-term debt | ' | ' |
Long-term debt, gross | $0 | $5,188 |
Convertible_Notes_LongTerm_Deb3
Convertible Notes, Long-Term Debt and Credit Facility - Credit Facility (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Line of Credit Facility [Line Items] | ' |
Credit facility, financial covenant, EBITDA to debt ratio, upper range | 110.00% |
Credit facility, financial covenant, EBITDA to debt ratio, lower range | 100.00% |
Credit facility, financial covenant, funded debt to adjusted EBITDA ratio | 4 |
Credit facility, covenant terms | 'The Credit Facility is secured by substantially all of the Company’s domestic personal property, including accounts receivable, inventory, equipment and other intangible assets. The Credit Facility contains customary representations, warranties, and both affirmative and negative covenants, including a financial covenant to maintain a consolidated earnings before interest, taxes, depreciation and amortization (“EBITDAâ€) to debt ratio of 1.10 to 1.00, a financial covenant to maintain a ratio of funded debt to adjusted EBITDA of not greater than 4.0 to 1.0, and an annual limit on capital expenditures of approximately $36 million. The Credit Facility restricts the payment of cash dividends on common stock. In the event of default, PNC Bank may accelerate the maturity date of any outstanding amounts borrowed under the Credit Facility. |
Credit facility, interest rate description | 'The interest rate on advances under the revolving credit facility varies based on the level of borrowing. Rates range (a) between PNC Bank's base lending rate plus 0.5% to 1.0% or (b) between the London Interbank Offered Rate (LIBOR) plus 1.5% to 2.0%. PNC Bank's base lending rate was 3.25% at June 30, 2013. The Company is required to pay a monthly facility fee of 0.25% on any unused amount under the commitment based on daily averages. At June 30, 2013, $37.6 million was outstanding under the revolving credit facility at an interest rate of 3.75% and $25.0 million borrowed as LIBOR loans at an interest rate of 1.70%. |
Line of Credit [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Annual limit on capital expenditures | 36,000,000 |
Line of Credit [Member] | Revolving Credit Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Maximum borrowing capacity | 75,000,000 |
Credit facility, commitment fee percentage | 0.25% |
Credit facility, amount outstanding | 27,400,000 |
Credit facility, availability | 74,800,000 |
Letter of Credit [Member] | Revolving Credit Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Maximum borrowing capacity | 10,000,000 |
Term loan [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Debt, face amount | 50,000,000 |
Amount borrowed | 47,600,000 |
Monthly principal payments | 600,000 |
PNC Bank Base Rate [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility, amount outstanding | 7,400,000 |
Credit facility, interest rate at period end | 3.75% |
PNC Bank Base Rate [Member] | Term loan [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Amount borrowed | 1,600,000 |
Debt, interest rate at period end | 4.50% |
London Interbank Lending Rate (LIBOR) [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Base lending rate | 3.25% |
Credit facility, amount outstanding | 20,000,000 |
Credit facility, interest rate at period end | 1.69% |
London Interbank Lending Rate (LIBOR) [Member] | Term loan [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Amount borrowed | 46,000,000 |
Debt, interest rate at period end | 2.44% |
Minimum [Member] | PNC Bank Base Rate [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility, variable percentage rate spread | 0.50% |
Minimum [Member] | PNC Bank Base Rate [Member] | Term loan [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility, variable percentage rate spread | 1.25% |
Minimum [Member] | London Interbank Lending Rate (LIBOR) [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility, variable percentage rate spread | 1.50% |
Minimum [Member] | London Interbank Lending Rate (LIBOR) [Member] | Term loan [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility, variable percentage rate spread | 2.25% |
Maximum [Member] | PNC Bank Base Rate [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility, variable percentage rate spread | 1.00% |
Maximum [Member] | PNC Bank Base Rate [Member] | Term loan [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility, variable percentage rate spread | 1.75% |
Maximum [Member] | London Interbank Lending Rate (LIBOR) [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility, variable percentage rate spread | 2.00% |
Maximum [Member] | London Interbank Lending Rate (LIBOR) [Member] | Term loan [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility, variable percentage rate spread | 2.75% |
Convertible_Notes_LongTerm_Deb4
Convertible Notes, Long-Term Debt and Credit Facility - Convertible Notes (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||||
Feb. 14, 2008 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2010 | Dec. 31, 2012 | Jun. 25, 2012 | Feb. 14, 2008 | 31-May-11 | Sep. 30, 2013 | Feb. 15, 2013 | Mar. 31, 2010 | Jan. 05, 2012 | Sep. 30, 2013 | Mar. 31, 2010 | Mar. 31, 2010 | |
2008 Notes [Member] | 2008 Notes [Member] | 2008 Notes [Member] | 2008 Notes [Member] | 2008 Notes [Member] | 2008 Notes [Member] | 2008 Notes [Member] | 2010 Notes [Member] | 2010 Notes [Member] | 2010 Notes [Member] | Exchange Agreement [Member] | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes repurchased | ' | ' | ' | ' | ' | ' | $50,300,000 | $15,000,000 | ' | ' | ' | $5,200,000 | ' | $36,000,000 | ' | ' | ' |
Principal amount | ' | ' | ' | ' | ' | ' | ' | ' | 115,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 5.25% | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes maturity date | ' | ' | ' | ' | ' | ' | ' | ' | 15-Feb-28 | ' | ' | ' | ' | ' | 15-Feb-28 | ' | ' |
Nonconvertible debt borrowing interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.50% | ' | ' | ' | ' | ' | ' |
Expected term for accretion of associated debt discount (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' |
Contractual call/put options, exercisable date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Feb-13 | ' | ' | ' | ' | ' | ' |
Effective tax rate | 38.00% | 35.00% | 35.00% | 35.00% | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on notes | ' | ' | ' | ' | ' | ' | ' | ' | 27,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax liability on notes | ' | ' | ' | ' | ' | ' | ' | ' | 10,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Value of common stock shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 |
Convertible notes for each $1,000 principal amount, amount of notes exchanged | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' |
Convertible notes for each $1,000 principal amount, amount of aggregate consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,000,000 | ' |
Assumed rate of accretion on notes | ' | ' | ' | ' | ' | 9.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash redeemed, percent of outstanding principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Convertible notes for each $1,000 principal amount, number of shares | ' | ' | ' | 43.956 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes for each $1000 principal amount, principal amount of notes converted | ' | 1,000 | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes for each $1,000 principal amount, conversion price per share | ' | $22.75 | ' | $22.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of notes exchanged | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' |
Percentage of original principal amount of notes plus accrued and unpaid interest equalized repurchase | ' | ' | ' | ' | ' | ' | ' | 102.00% | ' | ' | ' | ' | ' | 104.95% | ' | ' | ' |
Convertible notes for each $1,000 principal amount, number of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 559,007 | ' | ' | ' | ' | ' | ' | ' |
Loss on the extinguishment of debt | ' | ' | ' | ' | ' | ' | 900,000 | 1,000,000 | ' | 1,100,000 | ' | ' | ' | 5,400,000 | ' | ' | ' |
Cash premium loss recognized on conversion of debt | ' | ' | ' | ($55,000) | ($2,862,000) | ' | $300,000 | $300,000 | ' | ' | ' | ' | ' | $1,800,000 | ' | ' | ' |
Convertible_Notes_LongTerm_Deb5
Convertible Notes, Long-Term Debt and Credit Facility - Additional Disclosures (Details) (USD $) | 0 Months Ended | 1 Months Ended | ||||
Jan. 22, 2013 | Jun. 30, 2012 | Nov. 30, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 11, 2008 | |
Debt Disclosure [Abstract] | ' | ' | ' | ' | ' | ' |
Share lending agreement, number of common stock shares loaned | ' | ' | ' | 3,800,000 | ' | 3,800,000 |
Own share lending arrangement nominal loan fee per share | ' | ' | ' | ' | ' | $0.00 |
Share lending agreement, fair value | ' | ' | ' | ' | ' | $500,000 |
Return of borrowed shares, in shares | 2,439,558 | 659,340 | 701,102 | ' | ' | ' |
Capital lease obligations | ' | ' | ' | $1,643,000 | $1,784,000 | ' |
Earnings_Per_Share_Basic_and_D
Earnings Per Share - Basic and Diluted Earnings per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net income - Basic | $8,968 | $9,806 | $25,173 | $26,590 |
Interest on convertible notes | 0 | 414 | 0 | 0 |
Net income - Diluted | $8,968 | $10,220 | $25,173 | $26,590 |
Weighted average common shares outstanding - Basic | 52,742 | 48,384 | 50,819 | 48,054 |
Assumed conversions: | ' | ' | ' | ' |
Incremental common shares from warrants | 1,365 | 1,493 | 1,404 | 1,617 |
Incremental common shares from stock options | 1,134 | 1,003 | 1,143 | 986 |
Incremental common shares from restricted stock units | 76 | 158 | 41 | 80 |
Incremental common shares from convertible senior notes | 0 | 2,440 | 0 | 0 |
Weighted average common shares outstanding - Diluted | 55,317 | 53,478 | 53,407 | 50,737 |
Basic earnings per common share | $0.17 | $0.20 | $0.50 | $0.55 |
Diluted earnings per common share | $0.16 | $0.19 | $0.47 | $0.52 |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Disclosures (Details) (USD $) | Sep. 30, 2013 | Feb. 11, 2008 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Feb. 15, 2013 | Dec. 31, 2012 | Jun. 25, 2012 |
In Millions, unless otherwise specified | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | 2008 Notes [Member] | 2008 Notes [Member] | 2008 Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock included in share lending agreement | 3.8 | 3.8 | ' | ' | ' | ' | ' | ' | ' |
Notes repurchased | ' | ' | ' | ' | ' | ' | $5.20 | $50.30 | $15 |
Anti-dilutive securities excluded from calculation of earnings per share | ' | ' | 0.1 | 0.1 | 0.1 | 0.1 | ' | ' | ' |
Fair_Value_Measurements_Change
Fair Value Measurements - Changes in Level 3 Liabilities (Details) (Level 3 [Member], USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Level 3 [Member] | ' | ' |
Changes in warrant liability | ' | ' |
Balance, beginning of period | $0 | $16,622 |
Fair value adjustments, net | 0 | -2,649 |
Reclassification to additional paid-in capital | 0 | -13,973 |
Net transfers in/(out) | 0 | 0 |
Balance, end of period | $0 | $0 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value of Other Financial Instruments (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Carrying Value [Member] | ' | ' | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' | ||
Marketable Securities | $220 | $0 | ||
Borrowings under revolving credit facility | 27,377 | 0 | ||
Carrying Value [Member] | Capital Lease Obligations [Member] | ' | ' | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' | ||
Capital lease obligations | 1,643 | 1,784 | ||
Fair Value [Member] | ' | ' | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' | ||
Marketable Securities | 220 | 0 | ||
Borrowings under revolving credit facility | 27,377 | 0 | ||
Fair Value [Member] | Capital Lease Obligations [Member] | ' | ' | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' | ||
Capital lease obligations | 1,601 | 1,736 | ||
2008 Notes [Member] | Carrying Value [Member] | Convertible Debt [Member] | ' | ' | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' | ||
Long-term debt | 0 | [1] | 5,133 | [1] |
2008 Notes [Member] | Fair Value [Member] | Convertible Debt [Member] | ' | ' | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' | ||
Long-term debt | 0 | [1] | 5,163 | [1] |
2012 Term Loan [Member] | Carrying Value [Member] | Term loan [Member] | ' | ' | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' | ||
Long-term debt | 47,619 | 25,000 | ||
2012 Term Loan [Member] | Fair Value [Member] | Term loan [Member] | ' | ' | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' | ||
Long-term debt | $47,619 | $25,000 | ||
[1] | The carrying value of the 2008 Notes represents the discounted debt component only, while the fair value of the Notes is based on the market value of the respective notes, including convertible equity features. |
Income_Taxes_Details
Income Taxes (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Filinggroup | |
Income Tax Disclosure [Abstract] | ' |
Number of U.S. tax return filing groups | 2 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Effective Tax Rate (Details) | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 14, 2008 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Federal statutory tax rate | 38.00% | 35.00% | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | ' | 3.60% | 1.10% | 3.20% | 2.10% |
Change in valuation allowance | ' | 0.20% | -6.90% | -0.10% | -5.10% |
Warrant liability fair value adjustment | ' | 0.00% | -2.30% | 0.00% | -1.90% |
Domestic production activities deduction | ' | -2.30% | -2.80% | -2.40% | -2.50% |
Other | ' | 2.10% | -1.00% | 1.00% | -0.30% |
Effective income tax rate | ' | 38.60% | 23.10% | 36.70% | 27.30% |
Income_Taxes_Deferred_Taxes_De
Income Taxes - Deferred Taxes (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Current deferred tax assets | $1,591 | $1,274 |
Non-current deferred tax assets | 14,763 | 16,045 |
Non-current deferred tax liabilities | -25,491 | -751 |
Net deferred tax assets (liabilities) | ($9,137) | $16,568 |
Convertible_Preferred_Stock_an1
Convertible Preferred Stock and Stock Warrants (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 14, 2012 | Feb. 04, 2011 | Jan. 06, 2011 | Aug. 12, 2009 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
payment | payment | |||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of cumulative convertible preferred stock and warrants | ' | ' | ' | 16,000 | ' | ' | ' | ' | ' | ' |
Issue price of cumulative convertible preferred stock and warrants | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' |
Issuance of detachable warrants to acquire common stock | ' | ' | ' | 155 | ' | ' | ' | ' | ' | ' |
Issuance of detachable Contingent Warrants to acquire common stock | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' |
Proceeds from host contract | ' | ' | ' | 68.00% | ' | ' | ' | ' | ' | ' |
Net proceeds from host contract | ' | ' | ' | $10,800,000 | ' | ' | ' | ' | ' | ' |
Fair value of the detachable warrants | ' | ' | ' | 5,200,000 | ' | ' | ' | ' | ' | ' |
Beneficial conversion discount associated with preferred stock | ' | ' | ' | 5,200,000 | ' | ' | ' | ' | ' | ' |
Conversion period, in months | ' | ' | ' | '36 months | ' | ' | ' | ' | ' | ' |
Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Preferred Stock shares issued upon conversion | ' | 434.782 | ' | ' | 434.782 | ' | 434.782 | ' | ' | ' |
Conversion price of convertible preferred stock | ' | ' | ' | ' | $2.30 | ' | $2.30 | ' | ' | ' |
Cumulative convertible preferred stock, liquidation preference | ' | ' | ' | ' | $1,000 | ' | $1,000 | ' | ' | ' |
Dividends accrued, liquidation preference annual payment rate | ' | ' | 15.00% | ' | ' | ' | 15.00% | ' | ' | ' |
Number of quarterly dvidend payments | ' | ' | ' | ' | ' | ' | 8 | ' | ' | 8 |
Criteria for availing obligation to pay dividend for the shareholders | ' | ' | ' | ' | ' | ' | 'Previously paid an amount at least eight quarterly dividends | ' | ' | ' |
Conversion of preferred stock into common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,871,719 |
Preferred stock dividends, value of common stock per share | ' | $91.67 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Price Per Share | ' | $6.63 | $4.81 | ' | ' | ' | ' | ' | ' | ' |
Prior business days for volume-weighted average price per share | ' | '10 days | '10 days | ' | ' | ' | ' | ' | ' | ' |
Stock Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of warrant liability | ' | ' | ' | ' | 0 | 0 | 0 | 2,649,000 | 2,600,000 | ' |
Revalued warrant liability | $14,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants exercisable | ' | ' | ' | ' | ' | ' | 1,277,250 | ' | ' | ' |
Exercisable [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of the exercisable warrants | ' | ' | ' | 2.31 | ' | ' | ' | ' | ' | ' |
Contingent [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of the exercisable warrants | ' | ' | ' | 2.45 | ' | ' | ' | ' | ' | ' |
Expected term | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' |
Volatility rate | 58.10% | ' | ' | 54.00% | ' | ' | ' | ' | ' | ' |
Risk-free return rate | 0.36% | ' | ' | 2.70% | ' | ' | ' | ' | ' | ' |
Expected dividend rate | 0.00% | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' |
Exercisable and Contingent [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of the exercisable warrants | ' | ' | ' | ' | 1.21 | ' | 1.21 | ' | ' | ' |
Business_Segment_Geographic_an2
Business Segment, Geographic and Major Customer Information - Reportable Segments (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Summarized financial information regarding reportable segments | ' | ' | ' | ' | ' |
Net revenue from external customers | $98,388 | $78,628 | $270,217 | $236,126 | ' |
Gross margin | 37,502 | 33,843 | 107,726 | 100,319 | ' |
Income (loss) from operations | 15,087 | 14,593 | 41,166 | 46,930 | ' |
Depreciation and amortization | 4,025 | 2,967 | 10,948 | 8,468 | ' |
Total assets | 380,979 | 218,135 | 380,979 | 218,135 | 219,867 |
Capital expenditures | 2,475 | 5,765 | 9,985 | 15,243 | ' |
Energy Chemical Technologies [Member] | ' | ' | ' | ' | ' |
Summarized financial information regarding reportable segments | ' | ' | ' | ' | ' |
Net revenue from external customers | 51,670 | 44,189 | 144,029 | 137,827 | ' |
Gross margin | 21,849 | 20,774 | 61,548 | 61,856 | ' |
Income (loss) from operations | 16,247 | 16,530 | 45,300 | 50,005 | ' |
Depreciation and amortization | 932 | 460 | 2,201 | 1,321 | ' |
Total assets | 121,876 | 53,076 | 121,876 | 53,076 | ' |
Capital expenditures | 161 | 733 | 3,077 | 2,896 | ' |
Consumer and Industrial Chemical Technologies [Member] | ' | ' | ' | ' | ' |
Summarized financial information regarding reportable segments | ' | ' | ' | ' | ' |
Net revenue from external customers | 15,292 | 0 | 27,967 | 0 | ' |
Gross margin | 3,588 | 0 | 7,281 | 0 | ' |
Income (loss) from operations | 2,301 | 0 | 4,648 | 0 | ' |
Depreciation and amortization | 382 | 0 | 634 | 0 | ' |
Total assets | 97,129 | 0 | 97,129 | 0 | ' |
Capital expenditures | 165 | 0 | 165 | 0 | ' |
Drilling Products [Member] | ' | ' | ' | ' | ' |
Summarized financial information regarding reportable segments | ' | ' | ' | ' | ' |
Net revenue from external customers | 27,569 | 30,424 | 86,268 | 89,214 | ' |
Gross margin | 10,821 | 11,252 | 34,622 | 34,764 | ' |
Income (loss) from operations | 4,309 | 5,329 | 15,510 | 17,320 | ' |
Depreciation and amortization | 2,438 | 2,277 | 7,215 | 6,738 | ' |
Total assets | 136,832 | 122,533 | 136,832 | 122,533 | ' |
Capital expenditures | 1,596 | 2,384 | 4,066 | 7,724 | ' |
Artificial Lift Technologies [Member] | ' | ' | ' | ' | ' |
Summarized financial information regarding reportable segments | ' | ' | ' | ' | ' |
Net revenue from external customers | 3,857 | 4,015 | 11,953 | 9,085 | ' |
Gross margin | 1,244 | 1,817 | 4,275 | 3,699 | ' |
Income (loss) from operations | 769 | 1,384 | 2,712 | 2,284 | ' |
Depreciation and amortization | 60 | 54 | 181 | 148 | ' |
Total assets | 16,542 | 10,563 | 16,542 | 10,563 | ' |
Capital expenditures | 225 | 5 | 1,669 | 73 | ' |
Corporate and Other [Member] | ' | ' | ' | ' | ' |
Summarized financial information regarding reportable segments | ' | ' | ' | ' | ' |
Net revenue from external customers | 0 | 0 | 0 | 0 | ' |
Gross margin | 0 | 0 | 0 | 0 | ' |
Income (loss) from operations | -8,539 | -8,650 | -27,004 | -22,679 | ' |
Depreciation and amortization | 213 | 176 | 717 | 261 | ' |
Total assets | 8,600 | 31,963 | 8,600 | 31,963 | ' |
Capital expenditures | $328 | $2,643 | $1,008 | $4,550 | ' |
Business_Segment_Geographic_an3
Business Segment, Geographic and Major Customer Information - Geographic Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue by geographic location | ' | ' | ' | ' |
Revenue | $98,388 | $78,628 | $270,217 | $236,126 |
U.S. [Member] | ' | ' | ' | ' |
Revenue by geographic location | ' | ' | ' | ' |
Revenue | 84,640 | 68,512 | 234,151 | 206,394 |
Other countries [Member] | ' | ' | ' | ' |
Revenue by geographic location | ' | ' | ' | ' |
Revenue | $13,748 | $10,116 | $36,066 | $29,732 |
Business_Segment_Geographic_an4
Business Segment, Geographic and Major Customer Information - Major Customers (Details) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |||||
Customer A [Member] | ' | ' | ' | ' | ||||
Summary of revenue from major costumers | ' | ' | ' | ' | ||||
Percentage of revenue by major customers | 15.50% | 16.60% | 16.60% | 15.20% | ||||
Customer B [Member] | ' | ' | ' | ' | ||||
Summary of revenue from major costumers | ' | ' | ' | ' | ||||
Percentage of revenue by major customers | ' | [1] | ' | [1] | ' | [1] | 10.40% | |
Customer C [Member] | ' | ' | ' | ' | ||||
Summary of revenue from major costumers | ' | ' | ' | ' | ||||
Percentage of revenue by major customers | ' | [1] | 12.10% | ' | [1] | ' | [1] | |
[1] | This customer did not account for more than 10% of revenue. |
Business_Segment_Geographic_an5
Business Segment, Geographic and Major Customer Information - Additional Disclosures (Details) | 9 Months Ended |
Sep. 30, 2013 | |
segment | |
Segment Reporting Information [Line Items] | ' |
Number of segments | 4 |
Customer Concentration Risk [Member] | Major Customers [Member] | Sales Revenue, Net [Member] | Chemical Technologies [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Revenue attributable to Chemicals segment | 97.00% |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 1 Months Ended | 9 Months Ended | |
In Millions, except Share data, unless otherwise specified | Feb. 28, 2011 | Sep. 30, 2013 | Jul. 31, 2013 |
agreement | majorfinancialinstitution | ||
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Separate representation agreements | 2 | ' | ' |
Exercise price of warrant | 125.00% | ' | ' |
Potential number of warrants issued under representation agreements during 2013 and 2014 | 100,000 | ' | ' |
Number of financial institutions maintaining cash | ' | 1 | ' |
Cash expected to be paid | ' | ' | $6.50 |