Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jan. 16, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | FLOTEK INDUSTRIES INC/CN/ | ||
Entity Central Index Key | 928054 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 53,364,905 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $1,527,000,000 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $1,266 | $2,730 |
Accounts receivable, net of allowance for doubtful accounts of $847 and $872 at December 31, 2014 and 2013, respectively | 78,624 | 65,016 |
Inventories, net | 85,958 | 63,132 |
Deferred tax assets, net | 2,696 | 2,522 |
Other current assets | 11,055 | 4,261 |
Total current assets | 179,599 | 137,661 |
Property and equipment, net | 86,111 | 79,114 |
Goodwill | 71,131 | 66,271 |
Deferred tax assets, net | 12,907 | 15,012 |
Other intangible assets, net | 73,528 | 77,523 |
TOTAL ASSETS | 423,276 | 375,581 |
Current liabilities: | ||
Accounts payable | 33,185 | 19,899 |
Accrued liabilities | 12,314 | 12,778 |
Income taxes payable | 1,307 | 3,361 |
Interest payable | 93 | 111 |
Current portion of long-term debt | 18,643 | 26,415 |
Total current liabilities | 65,542 | 62,564 |
Long-term debt, less current portion | 25,398 | 35,690 |
Deferred tax liabilities, net | 25,982 | 27,575 |
Total liabilities | 116,922 | 125,829 |
Commitments and contingencies | ||
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; 54,633,726 shares issued and 53,357,811 shares outstanding at December 31, 2014; 58,265,911 shares issued and 51,804,078 shares outstanding at December 31, 2013 | 5 | 6 |
Additional paid-in capital | 254,233 | 266,122 |
Accumulated other comprehensive income (loss) | -502 | -359 |
Retained earnings (accumulated deficit) | 52,762 | -841 |
Treasury stock, at cost; 449,397 and 5,394,178 shares at December 31, 2014 and 2013, respectively | -495 | -15,176 |
Flotek Industries, Inc. stockholders' equity | 306,003 | 249,752 |
Noncontrolling interests | 351 | 0 |
Total equity | 306,354 | 249,752 |
TOTAL LIABILITIES AND EQUITY | $423,276 | $375,581 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $847 | $872 |
Cumulative convertible preferred stock, at par value (in dollars per share) | $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 (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 54,633,726 | 58,265,911 |
Common stock, shares outstanding | 53,357,811 | 51,804,078 |
Treasury stock, shares | 449,397 | 5,394,178 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ||||
Revenue | $449,157 | $371,065 | $312,828 | |
Cost of revenue | 266,198 | 223,538 | 181,209 | |
Gross margin | 182,959 | 147,527 | 131,619 | |
Expenses: | ||||
Selling, general and administrative | 87,146 | 78,197 | 66,415 | |
Depreciation and amortization | 9,738 | 7,273 | 4,410 | |
Research and development | 4,976 | 3,752 | 3,182 | |
Loss (gain) on disposal of long-lived assets | 211 | -421 | -1,009 | |
Total expenses | 102,071 | 88,801 | 72,998 | |
Income from operations | 80,888 | 58,726 | 58,621 | |
Other income (expense): | ||||
Loss on extinguishment of debt | 0 | 0 | -7,257 | |
Change in fair value of warrant liability | 0 | 0 | 2,649 | |
Interest expense | -1,610 | -2,092 | -8,103 | |
Other income (expense), net | -394 | 316 | -452 | |
Total other income (expense) | -2,004 | -1,776 | -13,163 | |
Income before income taxes | 78,884 | 56,950 | 45,458 | |
Income tax (expense) benefit | -25,281 | -20,772 | 4,333 | |
Net income | $53,603 | $36,178 | $49,791 | |
Earnings per common share: | ||||
Basic earnings per common share (in dollars per share) | $0.98 | $0.70 | [1] | $1.03 |
Diluted earnings per common share (in dollars per share) | $0.97 | $0.67 | [1] | $0.97 |
Weighted average common shares: | ||||
Weighted average common shares used in computing basic earnings per common share (in shares) | 54,511 | 51,346 | 48,185 | |
Weighted average common shares used in computing diluted earnings per common share (in shares) | 55,526 | 53,841 | 53,554 | |
[1] | The sum of the quarterly earnings per share (basic and diluted) may not agree to the earnings per share for the year due to the timing of common stock issuances. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net income | $53,603 | $36,178 | $49,791 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | -143 | -319 | 4 |
Comprehensive income | $53,460 | $35,859 | $49,795 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings (Accumulated Deficit) [Member] | Non-controlling Interests [Member] | Florida Chemical Company, Inc [Member] | Florida Chemical Company, Inc [Member] | Florida Chemical Company, Inc [Member] | EOGA [Member] | EOGA [Member] | EOGA [Member] | SiteLark [Member] | SiteLark [Member] | SiteLark [Member] |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] |
USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||
Beginning balance at Dec. 31, 2011 | $78,298 | $5 | ($1,667) | $166,814 | ($44) | ($86,810) | ||||||||||
Beginning balance, shares at Dec. 31, 2011 | 51,958,000 | 1,358,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Net income | 49,791 | 49,791 | ||||||||||||||
Foreign currency translation adjustment | 4 | 4 | ||||||||||||||
Common stock issued in payment of accrued liability | 0 | |||||||||||||||
Fair value of warrant liability reclassified to additional paid-in-capital | 13,973 | 13,973 | ||||||||||||||
Stock issued under employee stock purchase plan | 161 | 161 | ||||||||||||||
Stock issued under employee stock purchase plan, shares | -15,000 | |||||||||||||||
Stock warrants exercised | 421 | 421 | ||||||||||||||
Stock warrants exercised, shares | 348,350 | 348,000 | ||||||||||||||
Stock options exercised | 167 | 167 | ||||||||||||||
Stock options exercised, shares | 68,000 | |||||||||||||||
Restricted stock granted, shares | 750,000 | |||||||||||||||
Restricted stock forfeited, shares | 30,000 | |||||||||||||||
Treasury stock purchased | -2,034 | -2,034 | ||||||||||||||
Treasury stock purchased, shares | 166,000 | |||||||||||||||
Excess tax benefit related to share-based awards | 528 | 528 | ||||||||||||||
Stock compensation expense | 13,421 | 13,421 | ||||||||||||||
Return of borrowed shares under share lending agreement | 659,000 | |||||||||||||||
Ending balance at Dec. 31, 2012 | 154,730 | 5 | -3,701 | 195,485 | -40 | -37,019 | ||||||||||
Ending balance, shares at Dec. 31, 2012 | 53,124,000 | 2,198,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Net income | 36,178 | 36,178 | ||||||||||||||
Foreign currency translation adjustment | -319 | -319 | ||||||||||||||
Common stock issued in payment of accrued liability | 0 | |||||||||||||||
Common stock issued in payment of accrued liability, shares | 0 | |||||||||||||||
Fair value of warrant liability reclassified to additional paid-in-capital | 0 | |||||||||||||||
Issuance cost of preferred stock an detachable warrants | -200 | -200 | ||||||||||||||
Stock issued under employee stock purchase plan | 824 | 824 | ||||||||||||||
Stock issued under employee stock purchase plan, shares | -44,000 | |||||||||||||||
Stock warrants exercised | 323 | 323 | ||||||||||||||
Stock warrants exercised, shares | 267,000 | 267,000 | ||||||||||||||
Stock options exercised | 4,397 | 4,397 | ||||||||||||||
Stock options exercised, shares | 571,500 | 572,000 | ||||||||||||||
Restricted stock granted, shares | 802,164 | 802,000 | ||||||||||||||
Restricted stock forfeited, shares | 115,000 | |||||||||||||||
Stock granted in incentive performance plan, shares | 217,000 | |||||||||||||||
Treasury stock purchased | -7,568 | -7,568 | ||||||||||||||
Treasury stock purchased, shares | 448,121 | 448,000 | ||||||||||||||
Stock surrendered for exercise of stock options | -3,907 | -3,907 | ||||||||||||||
Stock surrendered for exercise of stock options, shares | 237,267 | 237,000 | ||||||||||||||
Excess tax benefit related to share-based awards | 1,668 | 1,668 | ||||||||||||||
Stock compensation expense | 10,914 | 10,914 | ||||||||||||||
Stock issued in acquisition | 52,712 | 1 | 52,711 | |||||||||||||
Stock issued in acquisition, shares | 3,284,180 | 3,284,000 | ||||||||||||||
Return of borrowed shares under share lending agreement | 2,440,000 | |||||||||||||||
Retirement of Treasury Stock, shares | 0 | |||||||||||||||
Ending balance at Dec. 31, 2013 | 249,752 | 6 | -15,176 | 266,122 | -359 | -841 | ||||||||||
Ending balance, shares at Dec. 31, 2013 | 58,266,000 | 5,394,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Net income | 53,603 | 53,603 | ||||||||||||||
Foreign currency translation adjustment | -143 | -143 | ||||||||||||||
Common stock issued in payment of accrued liability | 600 | 600 | ||||||||||||||
Common stock issued in payment of accrued liability, shares | 27,101 | 27,000 | ||||||||||||||
Fair value of warrant liability reclassified to additional paid-in-capital | 0 | |||||||||||||||
Stock issued under employee stock purchase plan | 906 | 906 | ||||||||||||||
Stock issued under employee stock purchase plan, shares | -43,000 | |||||||||||||||
Stock warrants exercised | 1,545 | 1,545 | ||||||||||||||
Stock warrants exercised, shares | 1,277,250 | 1,277,000 | ||||||||||||||
Stock options exercised | 1,660 | 1,660 | ||||||||||||||
Stock options exercised, shares | 311,954 | 312,000 | ||||||||||||||
Restricted stock granted, shares | 525,120 | 526,000 | ||||||||||||||
Restricted stock forfeited, shares | 61,000 | |||||||||||||||
Stock granted in incentive performance plan, shares | 0 | |||||||||||||||
Treasury stock purchased | -6,294 | -6,294 | ||||||||||||||
Treasury stock purchased, shares | 243,005 | 243,000 | ||||||||||||||
Stock surrendered for exercise of stock options | -1,198 | -1,198 | ||||||||||||||
Stock surrendered for exercise of stock options, shares | 46,208 | 46,000 | ||||||||||||||
Excess tax benefit related to share-based awards | 3,448 | 3,448 | ||||||||||||||
Stock compensation expense | 10,476 | 10,476 | ||||||||||||||
Investment in Flotek Gulf, LLC and Flotek Gulf Research, LLC | 351 | 351 | ||||||||||||||
Stock issued in acquisition | 1,894 | 1,894 | 149 | 149 | ||||||||||||
Stock issued in acquisition, shares | 0 | 94,000 | 5,000 | |||||||||||||
Repurchase of common stock | -10,395 | -10,395 | ||||||||||||||
Repurchase of common stock, shares | 621,000 | |||||||||||||||
Retirement of Treasury Stock | -1 | 32,568 | -32,567 | |||||||||||||
Retirement of Treasury Stock, shares | -5,873,291 | -5,873,000 | -5,873,000 | |||||||||||||
Ending balance at Dec. 31, 2014 | 306,354 | 5 | -495 | 254,233 | -502 | 52,762 | 351 | |||||||||
Ending balance, shares at Dec. 31, 2014 | 54,634,000 | 449,000 | ||||||||||||||
Beginning balance at Dec. 30, 2014 | 306,354 | 5 | -495 | 254,233 | ||||||||||||
Beginning balance, shares at Dec. 30, 2014 | 54,634,000 | 449,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Retirement of Treasury Stock | ($32,600) | ($1) | $32,600 | ($32,600) | ||||||||||||
Retirement of Treasury Stock, shares | -5,873,291 | |||||||||||||||
Ending balance at Dec. 31, 2014 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $53,603 | $36,178 | $49,791 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Change in fair value of warrant liability | 0 | 0 | -2,649 |
Depreciation and amortization | 17,848 | 15,109 | 11,583 |
Amortization of deferred financing costs | 343 | 169 | 946 |
Accretion of debt discount | 0 | 55 | 3,710 |
Provision for doubtful accounts | 481 | 570 | 512 |
Provision for inventory reserves and market adjustments | 358 | 1,330 | 2,079 |
Gain on sale of assets | -3,407 | -4,565 | -4,819 |
Stock compensation expense | 10,476 | 10,914 | 13,421 |
Deferred income tax provision (benefit) | 1,502 | 793 | -18,746 |
Excess in tax benefit related to share-based awards | -3,448 | -1,668 | -528 |
Non-cash loss on extinguishment of debt | 0 | 0 | 4,841 |
Changes in current assets and liabilities: | |||
Restricted cash | 0 | 150 | 0 |
Accounts receivable | -13,749 | -9,862 | 1,796 |
Inventories | -23,096 | 4,523 | -9,368 |
Other current assets | -6,388 | 936 | -2,073 |
Accounts payable | 13,147 | -21,326 | 2,527 |
Accrued liabilities | -224 | 4,053 | -1,894 |
Income taxes payable | 1,394 | 2,194 | 369 |
Interest payable | -18 | -5 | -1,983 |
Net cash provided by operating activities | 48,822 | 39,548 | 49,515 |
Cash flows from investing activities: | |||
Capital expenditures | -19,907 | -15,007 | -20,701 |
Proceeds from sale of assets | 4,639 | 5,788 | 5,521 |
Payments for acquisitions, net of cash acquired | -5,704 | -53,396 | 0 |
Purchase of patents and other intangible assets | -731 | -85 | -20 |
Net cash used in investing activities | -21,703 | -62,700 | -15,200 |
Cash flows from financing activities: | |||
Repayments of indebtedness | -10,292 | -13,206 | -102,438 |
Proceeds from borrowings | 0 | 26,190 | 25,000 |
Borrowings on revolving credit facility | 357,183 | 313,396 | 0 |
Repayments on revolving credit facility | -364,955 | -297,124 | 0 |
Debt issuance costs | -399 | -1,293 | -106 |
Issuance costs of preferred stock and detachable warrants | 0 | -200 | 0 |
Excess tax benefit related to share-based awards | 3,448 | 1,668 | 528 |
Purchase of treasury stock | -6,294 | -7,568 | -2,034 |
Proceeds from sale of common stock | 906 | 824 | 161 |
Repurchase of common stock | -10,395 | 0 | 0 |
Proceeds from exercise of stock options | 462 | 491 | 167 |
Proceeds from exercise of warrants | 1,545 | 323 | 421 |
Proceeds from noncontrolling interest | 351 | 0 | 0 |
Net cash (used in) provided by financing activities | -28,440 | 23,501 | -78,301 |
Effect of changes in exchange rates on cash and cash equivalents | -143 | -319 | 4 |
Net (decrease) increase in cash and cash equivalents | -1,464 | 30 | -43,982 |
Cash and cash equivalents at beginning of year | 2,730 | 2,700 | 46,682 |
Cash and cash equivalents at end of year | $1,266 | $2,730 | $2,700 |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2014 | |
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 global, diversified, technology-driven supplier of energy chemicals and consumer and industrial chemicals and is a global developer and supplier of drilling, completion and production technologies and related services. | |
Flotek's strategic focus, and that of its diversified subsidiaries (collectively referred to as the “Company”), includes energy related chemical technologies, drilling and production technologies, and consumer and industrial chemical technologies. Within energy technologies, the Company provides oilfield specialty chemicals and logistics, down-hole drilling tools and production related 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 food and beverage companies, fragrance companies, and companies providing household and industrial cleaning products. | |
The Company is headquartered in Houston, Texas, with operating locations in Colorado, Florida, Louisiana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Texas, Utah, Wyoming, Canada, the Netherlands and the Middle East. Flotek’s products are marketed both domestically and internationally, with international presence and/or initiatives in over 20 countries. | |
Flotek was initially incorporated under the laws of the Province of British Columbia on May 17, 1985. On October 23, 2001, Flotek changed its corporate domicile to the state of Delaware. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |||||||||||
Basis of Presentation | ||||||||||||
The Company’s consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America ("GAAP”). | ||||||||||||
The consolidated financial statements include the accounts of Flotek Industries, Inc. and all wholly-owned subsidiary corporations. Where Flotek owns less than 100% of the share capital of its subsidiaries, but is still considered to have sufficient ownership to control the business, results of the business operations are consolidated within the Company's financial statements. The ownership interests held by other parties are shown as noncontrolling interests. | ||||||||||||
All significant intercompany accounts and transactions have been eliminated in consolidation. The Company does not have investments in any unconsolidated subsidiaries. | ||||||||||||
Cash Equivalents | ||||||||||||
Cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase. | ||||||||||||
Cash Management | ||||||||||||
The Company uses 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. | ||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||
Accounts receivable arise from product sales, product rentals and services and are stated at estimated net realizable value. This value incorporates an allowance for doubtful accounts to reflect any loss anticipated on accounts receivable balances. The Company regularly evaluates its accounts receivable to estimate amounts that will not be collected and records the appropriate provision for doubtful accounts as a charge to operating expenses. The allowance for doubtful accounts is based on a combination of the age of the receivables, individual customer circumstances, credit conditions and historical write-offs and collections. The Company writes off specific accounts receivable when they are determined to be uncollectible. | ||||||||||||
The majority of the Company’s customers are engaged in the energy industry. The cyclical nature of the energy industry may affect customers’ operating performance and cash flows, which directly impact the Company’s ability to collect on outstanding obligations. Additionally, certain customers are located in international areas that are inherently subject to risks of economic, political and civil instability, which can impact the collectability of receivables. | ||||||||||||
Changes in the allowance for doubtful accounts are as follows (in thousands): | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance, beginning of year | $ | 872 | $ | 714 | $ | 571 | ||||||
Charged to provision for doubtful accounts | 481 | 570 | 512 | |||||||||
Write-offs | (506 | ) | (412 | ) | (369 | ) | ||||||
Balance, end of year | $ | 847 | $ | 872 | $ | 714 | ||||||
Inventories | ||||||||||||
Inventories consist of raw materials, work-in-process and finished goods and are stated at the lower of cost, determined using the weighted-average cost method, or market. Finished goods inventories include raw materials, direct labor and production overhead. The Company regularly reviews inventories on hand and current market conditions to determine if the cost of finished goods inventories exceed current market prices and impairs the cost basis of the inventory accordingly. Historically, the Company recorded a provision for excess and obsolete inventory. Impairment or provisions are based primarily on forecasts of product demand, historical trends, market conditions, production or procurement requirements and technological developments and advancements. | ||||||||||||
Property and Equipment | ||||||||||||
Property and equipment are stated at cost. The cost of ordinary maintenance and repair is charged to operating expense, while replacement of critical components and major improvements are capitalized. Depreciation or amortization of property and equipment, including assets held under capital leases, is calculated using the straight-line method over the asset’s estimated useful life as follows: | ||||||||||||
Buildings and leasehold | ||||||||||||
improvements | 2-30 years | |||||||||||
Machinery, equipment and rental | ||||||||||||
tools | 7-10 years | |||||||||||
Furniture and fixtures | 3 years | |||||||||||
Transportation equipment | 2-5 years | |||||||||||
Computer equipment and software | 3-7 years | |||||||||||
Property and equipment are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. Indicative events or circumstances include, but are not limited to, matters such as a significant decline in market value or a significant change in business climate. An impairment loss is recognized when the carrying value of an asset exceeds the estimated undiscounted future cash flows from the use of the asset and its eventual disposition. The amount of impairment loss recognized is the excess of the asset’s carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or the fair value less cost to sell. Upon sale or other disposition of an asset, the Company recognizes a gain or loss on disposal measured as the difference between the net carrying value of the asset and the net proceeds received. | ||||||||||||
Internal Use Computer Software Costs | ||||||||||||
Direct costs incurred to purchase and develop computer software for internal use are capitalized during the application development and implementation stages. These software costs have been for enterprise-level business and finance software that is customized to meet the Company’s specific operational needs. Capitalized costs are included in property and equipment and are amortized on a straight-line basis over the estimated useful life of the software beginning when the software project is substantially complete and placed in service. Costs incurred during the preliminary project stage and costs for training, data conversion and maintenance are expensed as incurred. | ||||||||||||
The Company amortizes software costs using the straight-line method over the expected life of the software, generally 3 to 7 years. The unamortized amount of capitalized software was $4.1 million at December 31, 2014. | ||||||||||||
Goodwill | ||||||||||||
Goodwill is the excess of cost of an acquired entity over the amounts assigned to identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not subject to amortization, but is tested for impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate a potential impairment. These circumstances may include an adverse change in the business climate or a change in the assessment of future operations of a reporting unit. | ||||||||||||
The Company assesses whether a goodwill impairment exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, based on this qualitative assessment, it is determined that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company does not perform a quantitative assessment. | ||||||||||||
If the qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount or if the Company elects not to perform a qualitative assessment, a quantitative assessment or two-step impairment test is performed to determine whether goodwill impairment exists at the reporting unit. | ||||||||||||
The first step is to compare the estimated fair value of each reporting unit with goodwill to its carrying amount, including goodwill. To determine fair value estimates, the Company uses the income approach based on discounted cash flow analyses, combined with a market-based approach. The market-based approach considers valuation comparisons of recent public sale transactions of similar businesses and earnings multiples of publicly traded businesses operating in industries consistent with the reporting unit. If the fair value of a reporting unit is less than its carrying amount, the second step of the impairment test is performed to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. | ||||||||||||
Other Intangible Assets | ||||||||||||
The Company’s other intangible assets have finite and indefinite lives and consist of customer relationships, trademarks and brand names and purchased patents. | ||||||||||||
The cost of intangible assets with finite lives is amortized using the straight-line method over the estimated period of economic benefit, ranging from 2 to 20 years. Asset lives are adjusted whenever there is a change in the estimated period of economic benefit. No residual value has been assigned to these intangible assets. | ||||||||||||
Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. These conditions may include a change in the extent or manner in which the asset is being used or a change in future operations. The Company assesses the recoverability of the carrying amount by preparing estimates of future revenue, margins and cash flows. If the sum of expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, an impairment loss is recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. Fair value of these assets may be determined by a variety of methodologies, including discounted cash flow models. | ||||||||||||
Intangible assets with indefinite lives are not subject to amortization, but are tested for impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate a potential impairment. These circumstances may include, but are not limited to, a significant adverse change in the business climate, unanticipated competition, or a change in projected operations or results of a reporting unit. | ||||||||||||
The Company assesses whether an indefinite lived intangible impairment exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of the indefinite lived intangible is less than its carrying amount. If, based on this qualitative assessment, it is determined that it is not more likely than not that the fair value of the indefinite lived intangible is less than its carrying amount, the Company does not perform a quantitative assessment. | ||||||||||||
If the qualitative assessment indicates that it is more likely than not that the indefinite-lived intangible asset is impaired or if the Company elects to not perform a qualitative assessment, the Company then performs the quantitative impairment test. The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Fair value of these assets may be determined by a variety of methodologies, including discounted cash flows. | ||||||||||||
Warrant Liability | ||||||||||||
Prior to June 2012, the Company used the Black-Scholes option-pricing model to estimate the fair value of its warrant liability. On June 14, 2012, provisions in the Company’s outstanding warrants were amended to eliminate anti-dilution price adjustment provisions and remove cash settlement provisions in the event of a change of control. 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. | ||||||||||||
Business Combinations | ||||||||||||
The Company includes the results of operations of its acquisitions in its consolidated results, prospectively from the date of acquisition. Acquisitions are accounted for by applying the acquisitions method. The Company allocates the fair value of purchase consideration to the assets acquired, liabilities assumed, and any non-controlling interests in the acquired entity generally based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed and any non-controlling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include the value of the synergies between the acquired company and Flotek and the value of the acquired assembled workforce. Acquisition-related expenses are recognized separately from the business acquisition and are recognized as expenses as incurred. | ||||||||||||
Fair Value Measurements | ||||||||||||
The Company categorizes financial assets and liabilities using a three-tier fair value hierarchy, based on the nature of the inputs used to determine fair value. Inputs refer broadly to assumptions market participants would use to value an asset or liability and may be observable or unobservable. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). “Level 1” measurements are measurements using quoted prices in active markets for identical assets and liabilities. “Level 2” measurements are measurements using quoted prices in markets that are not active or that are based on quoted prices for similar assets or liabilities. “Level 3” measurements are measurements that use significant unobservable inputs which require a company to develop its own assumptions. When determining the fair value of assets and liabilities, the Company uses the most reliable measurement available. | ||||||||||||
Revenue Recognition | ||||||||||||
Revenue for product sales and services is recognized when all of the following criteria have been met: (i) persuasive evidence of an arrangement exists, (ii) products are shipped or services rendered to the customer and significant risks and rewards of ownership have passed to the customer, (iii) the price to the customer is fixed and determinable and (iv) collectability is reasonably assured. Products and services are sold with fixed or determinable prices and do not include right of return provisions or other significant post-delivery obligations. Deposits and other funds received in advance of delivery are deferred until the transfer of ownership is complete. Shipping and handling costs are reflected in cost of revenue. Taxes collected are not included in revenue, rather taxes are accrued for future remittance to governmental authorities. | ||||||||||||
The Logistics division of chemicals recognizes revenue from design and construction oversight contracts under the percentage-of-completion method of accounting, measured by the percentage of “costs incurred to date” to the “total estimated costs of completion.” This percentage is applied to the “total estimated revenue at completion” to calculate proportionate revenue earned to date. Contracts for services are inclusive of direct labor and material costs, as well as, indirect costs of operations. General and administrative costs are charged to expense as incurred. Changes in job performance metrics and estimated profitability, including contract bonus or penalty provisions and final contract settlements, are recognized in the period such revisions appear probable. Known or anticipated losses on contracts are recognized in full when amounts are probable and estimable. Bulk material loading revenue is recognized as services are performed. | ||||||||||||
Drilling revenue is recognized upon receipt of a signed and dated field billing ticket from the customer. Customers are charged contractually agreed amounts for oilfield rental equipment damaged or lost-in-hole (“LIH”). LIH proceeds are recognized as revenue and the associated carrying value is charged to cost of sales. LIH revenue totaled $4.7 million, $5.9 million and $4.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
The Company generally is not contractually obligated to accept returns, except for defective products. Typically products determined to be defective are replaced or the customer is issued a credit memo. Based on historical return rates, no provision is made for returns at the time of sale. All costs associated with product returns are expensed as incurred. | ||||||||||||
Foreign Currency Translation | ||||||||||||
Financial statements of foreign subsidiaries are prepared using the currency of the primary economic environment of the foreign subsidiaries, as the functional currency. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of identified reporting periods. Revenue and expense transactions are translated using the average monthly exchange rate for the reporting period. Resultant translation adjustments are recognized as other comprehensive income (loss) within stockholders’ equity. | ||||||||||||
Comprehensive Income (Loss) | ||||||||||||
Comprehensive income (loss) encompasses all changes in stockholders’ equity except those arising from investments from, and distributions to stockholders. The Company’s comprehensive income (loss) includes net income and foreign currency translation adjustments. | ||||||||||||
Research and Development Costs | ||||||||||||
Expenditures for research activities relating to product development and improvement are charged to expense as incurred. | ||||||||||||
Income Taxes | ||||||||||||
The Company has two U.S. tax filing groups which file separate U.S. Federal tax returns. Taxable income of one return cannot be offset by tax attributes, including net operating losses, of the other return. | ||||||||||||
The Company uses the liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities, and are measured using the tax rates expected to be in effect when the differences reverse. Deferred tax assets and liabilities are recognized related to the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of the Company’s assets and liabilities using statutory tax rates at the applicable year end. Deferred tax assets are also recognized for operating loss and tax credit carry forwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is used to reduce deferred tax assets when uncertainty exists regarding their realization. | ||||||||||||
A valuation allowance is recorded to reduce previously recorded tax assets when it becomes more-likely-than-not that such assets will not be realized. The Company evaluates, at least annually, net operating loss carry forwards and other net deferred tax assets and considers all available evidence, both positive and negative, to determine whether a valuation allowance is necessary relative to net operating loss carry forwards and other net deferred tax assets. In making this determination, the Company considers cumulative losses in recent years as significant negative evidence. The Company considers recent years to mean the current year plus the two preceding years. The Company considers the recent cumulative income or loss position of its filings groups as objectively verifiable evidence for the projection of future income, which consists primarily of determining the average of the pre-tax income of the current and prior two years after adjusting for certain items not indicative of future performance. Based on this analysis, the Company determines whether a valuation allowance is necessary. | ||||||||||||
U.S. Federal income taxes are not provided on unremitted earnings of subsidiaries operating outside the U.S. because it is the Company’s intention to permanently reinvest undistributed earnings in the subsidiary. These earnings would become subject to income tax if they were remitted as dividends or loaned to a U.S. affiliate. Determination of the amount of unrecognized deferred U.S. income tax liability on these unremitted earnings is not practicable. | ||||||||||||
The Company has performed an evaluation and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. | ||||||||||||
The Company’s policy is to record interest and penalties related to income tax matters as income tax expense. | ||||||||||||
Earnings Per Share | ||||||||||||
Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income attributable to common stockholders, adjusted for the effect of assumed conversions of convertible notes and preferred stock, by the weighted average number of common shares outstanding, including potentially dilutive common share equivalents, if the effect is dilutive. Potentially dilutive common shares equivalents consist of incremental shares of common stock issuable upon exercise of stock options and warrants, settlement of restricted stock units, and conversion of convertible notes and convertible preferred stock. | ||||||||||||
Debt Issuance Costs | ||||||||||||
Costs related to debt issuance are capitalized and amortized as interest expense over the term of the related debt using the straight-line method, which approximates the effective interest method. Upon the repayment of debt, the Company accelerates the recognition of an appropriate amount of the costs as interest expense. | ||||||||||||
Capitalization of Interest | ||||||||||||
Interest costs are capitalized for qualifying in-process software development projects. Capitalization of interest commences when activities to prepare the asset are in progress, and expenditures and borrowing costs are being incurred. Interest costs are capitalized until the assets are ready for their intended use. Capitalized interest is added to the cost of the underlying assets and amortized over the estimated useful lives of the assets. During the year ended December 31, 2012, $0.1 million of interest was capitalized. | ||||||||||||
Stock-Based Compensation | ||||||||||||
Stock-based compensation expense for share-based payments, related to stock option and restricted stock awards, is recognized based on their grant-date fair values. The Company recognizes compensation expense, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. Estimated forfeitures are based on historical experience. | ||||||||||||
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. | ||||||||||||
Significant items subject to estimates and assumptions include application of the percentage-of-completion method of revenue recognition, the carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, share-based compensation expense and valuation allowances for accounts receivable, inventories, and deferred tax assets. | ||||||||||||
Reclassifications | ||||||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications did not impact net income. | ||||||||||||
New Accounting Pronouncements | ||||||||||||
(a) Application of New Accounting Standards | ||||||||||||
Effective January 1, 2014, the Company adopted the accounting guidance in Accounting Standards Update ("ASU") No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which provides guidance for reporting unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. Implementation of this standard did not have a material effect on the consolidated financial statements. | ||||||||||||
(b) New Accounting Requirements and Disclosures | ||||||||||||
In April 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-08, "Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which amends the definition of a discontinued operation by raising the threshold for a disposal to qualify as discontinued operations. The ASU will also require entities to provide additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued operations criteria. The pronouncement is effective prospectively for all disposals (except disposals classified as held for sale before the adoption date) of components initially classified as held for sale in periods beginning on or after December 15, 2014. Early adoption is permitted. The Company is currently evaluating this guidance and does not expect that adoption will have a material effect on the consolidated financial statements. | ||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." The ASU will supersede most of the existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity's nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The pronouncement is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and is to be applied retrospectively, with early application not permitted. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures. | ||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period." The ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The ASU is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is evaluating the potential impacts of the new standard on its existing stock-based compensation plans. | ||||||||||||
In November 2014, the FASB issued ASU No. 2014-17, "Business Combinations: Pushdown Accounting." This ASU provides companies with the option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The election to apply pushdown accounting can be made either in the period in which the change of control occurred, or in a subsequent period. This ASU is effective on November 18, 2014. Implementation of this standard is not expected to have a material effect on the consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Acquisitions | Acquisitions | ||||||||
On May 10, 2013, the Company acquired Florida Chemical Company, Inc. ("Florida Chemical"), one of the world's largest processors 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 was 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): | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Revenue | $ | 395,407 | $ | 391,786 | |||||
Net income | 38,271 | 53,902 | |||||||
Earnings per common share: | |||||||||
Basic | $ | 0.73 | $ | 1.05 | |||||
Diluted | $ | 0.7 | $ | 0.98 | |||||
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 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. Results of Florida Chemical's operations are included in the Company's consolidated financial statements from the date of acquisition. The Company's consolidated statements of operations for the year ended December 31, 2013 include $50.9 million of revenue and $10.0 million of income from operations 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. | |||||||||
During the quarter ended September 30, 2014, the Company identified and recorded a final adjustment related to the acquisition of Florida Chemical. Current deferred tax assets were increased by $1.2 million with a corresponding decrease to goodwill within the consumer and industrial chemical technologies reporting unit. This final adjustment was not significant relative to the total consideration paid for Florida Chemical and, therefore, the final adjustment has not been retrospectively applied to the Company's balance sheet as of December 31, 2013. This adjustment, if recorded in 2013, would have had no impact on the 2013 consolidated statements of operations and cash flows. | |||||||||
On January 1, 2014, the Company acquired 100% of the membership interests in Eclipse IOR Services, LLC ("EOGA"), a leading Enhanced Oil Recovery ("EOR") design and injection firm, for $5.3 million in cash consideration, net of cash received, and 94,354 shares of the Company's common stock. EOGA’s enhanced oil recovery processes and its use of polymers to improve the performance of EOR projects has been combined with the Company’s existing EOR products and services. | |||||||||
On April 1, 2014, the Company acquired 100% of the membership interests in SiteLark, LLC ("SiteLark") for $0.4 million in cash and 5,327 shares of the Company's common stock. SiteLark provides reservoir engineering and modeling services for a variety of hydrocarbon applications. Its services include proprietary software which assists engineers with reservoir simulation, reservoir engineering and waterflood optimization. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||||||
Supplemental Cash Flow Information | Supplemental Cash Flow Information | |||||||||||
Supplemental cash flow information is as follows (in thousands): | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Supplemental non-cash investing and financing activities: | ||||||||||||
Value of common stock issued in acquisitions | $ | 2,043 | $ | 52,711 | $ | — | ||||||
Final Florida Chemical acquisition adjustment | 1,162 | — | — | |||||||||
Fair value of warrant liability reclassified to additional paid-in capital | — | — | 13,973 | |||||||||
Value of common stock issued in payment of accrued liability | 600 | — | — | |||||||||
Equipment acquired through capital leases | — | 754 | 1,263 | |||||||||
Exercise of stock options by common stock surrender | 1,198 | 3,907 | — | |||||||||
Supplemental cash payment information: | ||||||||||||
Interest paid | $ | 1,285 | $ | 1,859 | $ | 5,521 | ||||||
Income taxes paid | 22,389 | 17,783 | 14,049 | |||||||||
Revenue
Revenue | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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): | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenue: | ||||||||||||
Products | $ | 354,356 | $ | 282,639 | $ | 224,777 | ||||||
Rentals | 65,549 | 62,042 | 67,938 | |||||||||
Services | 29,252 | 26,384 | 20,113 | |||||||||
$ | 449,157 | $ | 371,065 | $ | 312,828 | |||||||
Cost of Revenue: | ||||||||||||
Products | $ | 214,417 | $ | 180,800 | $ | 135,367 | ||||||
Rentals | 31,285 | 24,987 | 30,618 | |||||||||
Services | 12,385 | 9,916 | 8,051 | |||||||||
Depreciation | 8,111 | 7,835 | 7,173 | |||||||||
$ | 266,198 | $ | 223,538 | $ | 181,209 | |||||||
Inventories
Inventories | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Inventory Disclosure [Abstract] | ||||||||||||
Inventories | Inventories | |||||||||||
Inventories are as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Raw materials | $ | 31,581 | $ | 13,953 | ||||||||
Work-in-process | 3,129 | 1,904 | ||||||||||
Finished goods | 51,248 | 50,019 | ||||||||||
Inventories | 85,958 | 65,876 | ||||||||||
Less reserve for excess and obsolete inventory | — | (2,744 | ) | |||||||||
Inventories, net | $ | 85,958 | $ | 63,132 | ||||||||
Changes in the reserve for excess and obsolete inventory are as follows (in thousands): | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance, beginning of year | $ | 2,744 | $ | 2,752 | $ | 2,679 | ||||||
Charged to costs and expenses | 358 | 1,330 | 882 | |||||||||
Deductions | (3,102 | ) | (1,338 | ) | (809 | ) | ||||||
Balance, end of the year | $ | — | $ | 2,744 | $ | 2,752 | ||||||
At December 31, 2014, the Company recorded a $2.0 million write-down of inventory to recognize impairment of all items identified and included in the reserve for excess and obsolete inventory. At December 31, 2012, the Company recorded a $1.2 million write-down of inventory with a market value less than its cost. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment are as follows (in thousands): | ||||||||
31-Dec | ||||||||
2014 | 2013 | |||||||
Land | $ | 6,780 | $ | 5,088 | ||||
Buildings and leasehold improvements | 33,765 | 32,269 | ||||||
Machinery, equipment and rental tools | 80,731 | 71,073 | ||||||
Equipment in progress | 7,299 | 4,601 | ||||||
Furniture and fixtures | 2,528 | 2,400 | ||||||
Transportation equipment | 6,566 | 6,340 | ||||||
Computer equipment and software | 7,605 | 7,617 | ||||||
Property and equipment | 145,274 | 129,388 | ||||||
Less accumulated depreciation | (59,163 | ) | (50,274 | ) | ||||
Property and equipment, net | $ | 86,111 | $ | 79,114 | ||||
Depreciation expense, including expense recorded in cost of revenue, totaled $13.1 million, $11.2 million and $9.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||
During the years ended December 31, 2014, 2013 and 2012, no impairments were recognized related to property and equipment. |
Goodwill
Goodwill | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Goodwill | Goodwill | |||||||||||||||||||||||
The Company had five reporting units, Energy Chemical Technologies, Consumer and Industrial Chemical Technologies, Drilling Tools, Teledrift®, and Production Technologies, of which only three had an existing goodwill balance at December 31, 2014. For segment reporting purposes, Downhole Tools and the Teledrift® reporting units are included 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 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. During the year ended December 31, 2014, the Company recorded a final adjustment related to the acquisition of Florida Chemical that reduced goodwill by $1.2 million (see Note 3). The net addition to goodwill will not be deductible for income tax purposes. | ||||||||||||||||||||||||
Goodwill is tested for impairment annually in the fourth quarter, or more frequently if circumstances indicate a potential impairment. During annual goodwill impairment testing during the years ended December 31, 2014, 2013 and 2012, the Company first assessed qualitative factors to determine whether it was necessary to perform the two-step goodwill impairment test that the Company has historically used. The Company concluded that it was not more-likely-than-not that goodwill was impaired as of the fourth quarter of each year, and therefore, further testing was not required. | ||||||||||||||||||||||||
Changes in the carrying value of goodwill for each reporting unit are as follows (in thousands): | ||||||||||||||||||||||||
Energy Chemical Technologies | Consumer and Industrial Chemical Technologies | Downhole | Teledrift® | Production Technologies | Total | |||||||||||||||||||
Tools | ||||||||||||||||||||||||
Balance at December 31, 2012: | ||||||||||||||||||||||||
Goodwill | $ | 11,610 | $ | — | $ | 43,009 | $ | 46,396 | $ | 5,861 | $ | 106,876 | ||||||||||||
Accumulated impairment losses | — | — | (43,009 | ) | (31,063 | ) | (5,861 | ) | (79,933 | ) | ||||||||||||||
Goodwill balance, net | 11,610 | — | — | 15,333 | — | 26,943 | ||||||||||||||||||
Activity during the year 2013: | ||||||||||||||||||||||||
Goodwill impairment recognized | — | — | — | — | — | — | ||||||||||||||||||
Acquisition goodwill recognized | 18,686 | 20,642 | — | — | — | 39,328 | ||||||||||||||||||
Balance at December 31, 2013: | ||||||||||||||||||||||||
Goodwill | 30,296 | 20,642 | 43,009 | 46,396 | 5,861 | 146,204 | ||||||||||||||||||
Accumulated impairment losses | — | — | (43,009 | ) | (31,063 | ) | (5,861 | ) | (79,933 | ) | ||||||||||||||
Goodwill balance, net | 30,296 | 20,642 | — | 15,333 | — | 66,271 | ||||||||||||||||||
Activity during the year 2014: | ||||||||||||||||||||||||
Goodwill impairment recognized | — | — | — | — | — | — | ||||||||||||||||||
Acquisition goodwill recognized | 6,022 | (1,162 | ) | — | — | — | 4,860 | |||||||||||||||||
Balance at December 31, 2014: | ||||||||||||||||||||||||
Goodwill | 36,318 | 19,480 | 43,009 | 46,396 | 5,861 | 151,064 | ||||||||||||||||||
Accumulated impairment losses | — | — | (43,009 | ) | (31,063 | ) | (5,861 | ) | (79,933 | ) | ||||||||||||||
Goodwill balance, net | $ | 36,318 | $ | 19,480 | $ | — | $ | 15,333 | $ | — | $ | 71,131 | ||||||||||||
Other_Intangible_Assets
Other Intangible Assets | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Other Intangible Assets | Other Intangible Assets | |||||||||||||||
Other intangible assets are as follows (in thousands): | ||||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Cost | Accumulated | Cost | Accumulated | |||||||||||||
Amortization | Amortization | |||||||||||||||
Finite lived intangible assets: | ||||||||||||||||
Patents and technology | $ | 20,061 | $ | 4,569 | $ | 18,996 | $ | 3,244 | ||||||||
Customer lists | 52,607 | 11,829 | 52,607 | 9,018 | ||||||||||||
Trademarks and brand names | 7,191 | 2,706 | 7,191 | 2,053 | ||||||||||||
Other | — | — | 191 | — | ||||||||||||
Total finite lived intangible assets acquired | 79,859 | 19,104 | 78,985 | 14,315 | ||||||||||||
Deferred financing costs | 1,655 | 512 | 1,392 | 169 | ||||||||||||
Total amortizable intangible assets | 81,514 | $ | 19,616 | 80,377 | $ | 14,484 | ||||||||||
Indefinite lived intangible assets: | ||||||||||||||||
Trademarks and brand names | 11,630 | 11,630 | ||||||||||||||
Total other intangible assets | $ | 93,144 | $ | 92,007 | ||||||||||||
Carrying value: | ||||||||||||||||
Other intangible assets, net | $ | 73,528 | $ | 77,523 | ||||||||||||
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 were recorded at fair value as of the date of acquisition. Amortization of these other intangible assets will not be deductible for income tax purposes. | ||||||||||||||||
Intangible assets acquired are amortized on a straight-line basis over two to 20 years. Amortization of intangible assets acquired totaled $4.8 million, $3.9 million and $2.1 million for the years end ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||
Amortization of deferred financing costs totaled $0.3 million, $0.2 million and $0.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. During the years ended December 31, 2013 and 2012, the carrying value of deferred financing costs was reduced by less than $0.1 million and by $1.8 million, respectively, upon repayments of the Company’s convertible senior notes. | ||||||||||||||||
Estimated future amortization expense for other intangible assets, including deferred financing costs, at December 31, 2014 is as follows (in thousands): | ||||||||||||||||
Year ending December 31, | ||||||||||||||||
2015 | $ | 5,104 | ||||||||||||||
2016 | 4,872 | |||||||||||||||
2017 | 4,718 | |||||||||||||||
2018 | 4,457 | |||||||||||||||
2019 | 4,247 | |||||||||||||||
Thereafter | 38,500 | |||||||||||||||
Other intangible assets, net | $ | 61,898 | ||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, no impairments were recognized related to other intangible assets. |
LongTerm_Debt_and_Credit_Facil
Long-Term Debt and Credit Facility | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Long-Term Debt and Credit Facility | Long-Term Debt and Credit Facility | ||||||||||||
Long-term debt is as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Long-term debt: | |||||||||||||
Borrowings under revolving credit facility | $ | 8,500 | $ | 16,272 | |||||||||
Term loan | 35,541 | 45,833 | |||||||||||
Total long-term debt | 44,041 | 62,105 | |||||||||||
Less current portion of long-term debt | (18,643 | ) | (26,415 | ) | |||||||||
Long-term debt, less current portion | $ | 25,398 | $ | 35,690 | |||||||||
Credit Facility | |||||||||||||
On May 10, 2013, the Company and certain of its subsidiaries (the “Borrowers”) entered into an Amended and Restated Revolving Credit, Term Loan 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, 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 real and personal property, including accounts receivable, inventory, land, buildings, equipment and other intangible assets. The Credit Facility contains customary representations, warranties, and both affirmative and negative covenants, including a financial covenant to maintain 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. | |||||||||||||
The Credit Facility includes a provision that 25% of EBITDA minus cash paid for taxes, dividends, debt payments and unfunded capital expenditures, not to exceed $3.0 million for any year, be paid within 60 days of the fiscal year end. For the year ended December 31, 2014, the excess cash flow exceeded $3.0 million. Consequently, the Company will pay $3.0 million on its term loan balance to PNC Bank by March 2, 2015. This amount is classified as current debt at December 31, 2014. | |||||||||||||
Each of the Company’s domestic subsidiaries is fully obligated for Credit Facility indebtedness as a borrower or as a guarantor. | |||||||||||||
(a) Revolving Credit Facility | |||||||||||||
Under the revolving credit facility, the Company may borrow up to $75 million through May 10, 2018. 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 December 31, 2014, eligible accounts receivable and inventory securing the revolving credit facility provided availability of $66.3 million under the revolving credit facility. Available borrowing capacity, net of outstanding borrowings, was $57.8 million at December 31, 2014. | |||||||||||||
The interest rate on borrowings under the revolving credit facility varies based on the level of borrowing under the Credit Facility. 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 December 31, 2014. 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 December 31, 2014, $8.5 million was outstanding under the revolving credit facility, borrowed as base rate loans at an interest rate of 3.75%. | |||||||||||||
Borrowings under the revolving credit facility are classified as current debt as a result of the required lockbox arrangement and the subjective acceleration clause. | |||||||||||||
(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 on 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 land, buildings, equipment and other intangible assets. | |||||||||||||
The interest rate on the term loan varies based on the level of borrowing under the 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 December 31, 2014, $35.5 million was outstanding under the term loan, with $0.5 million borrowed as base rate loans at an interest rate of 4.50% and $35.0 million borrowed as LIBOR loans at an interest rate of 2.41%. | |||||||||||||
Repaid Convertible Notes | |||||||||||||
The Company’s convertible notes have consisted of Convertible Senior Unsecured Notes (“2008 Notes”) and Convertible Senior Secured Notes (“2010 Notes”). During 2012, the Company repurchased $65.3 million of the outstanding 2008 Notes and all $36.0 million of the outstanding 2010 Notes for cash equal to the original principal amount and a total premium of $2.1 million, plus accrued and unpaid interest. As a result of these transactions, the Company recognized a loss on extinguishment of debt of $7.3 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. | |||||||||||||
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.” | |||||||||||||
Share Lending Agreement | |||||||||||||
Concurrent with the offering of the 2008 Notes, the Company entered into a share lending agreement (the “Share Lending Agreement”) with the underwriter (the “Borrower”). 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 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 of 1933, as amended. 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. | |||||||||||||
Through December 31, 2012, the Borrower returned 1,360,442 shares of the Company’s borrowed common stock. On January 22, 2013, the remaining 2,439,558 shares of the Company's common stock were returned to the Company and the Share Lending Agreement was terminated. No consideration was paid by the Company for the return of the Borrowed Shares. | |||||||||||||
Shares that had been loaned under the Share Lending Agreement were not considered outstanding for the purpose of computing and reporting earnings per common share. | |||||||||||||
Debt Maturities | |||||||||||||
Maturities of long-term debt at December 31, 2014 are as follows (in thousands): | |||||||||||||
Year ending December 31, | Revolving Credit Facility | Term Loan | Total | ||||||||||
2015 | $ | 8,500 | $ | 10,143 | $ | 18,643 | |||||||
2016 | — | 7,143 | 7,143 | ||||||||||
2017 | — | 7,143 | 7,143 | ||||||||||
2018 | — | 11,112 | 11,112 | ||||||||||
Total | $ | 8,500 | $ | 35,541 | $ | 44,041 | |||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
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 | ||||||||||||||||
At December 31, 2014 and 2013, no liabilities were required to be measured at fair value on a recurring basis. There were no transfers in or out of either Level 1 or Level 2 fair value measurements during the years ended December 31, 2014 and 2013. During the year ended December 31, 2012, $2.6 million of non-cash gains were recognized as fair value adjustments within Level 3 of the fair value measurement hierarchy. The change resulted from the change in the fair value of the exercisable and contingent warrants outstanding. | ||||||||||||||||
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, estimated using a Black-Scholes option pricing model, 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. | ||||||||||||||||
During the years ended December 31, 2014 and 2013, there were no transfers in or out of the Level 3 hierarchy. | ||||||||||||||||
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 years ended December 31, 2014, 2013 and 2012. | ||||||||||||||||
Fair Value of Other Financial Instruments | ||||||||||||||||
The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these accounts. The Company had no cash equivalents at December 31, 2014 or 2013. | ||||||||||||||||
The carrying value and estimated fair value of the Company’s long-term debt are as follows (in thousands): | ||||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Value | Value | Value | Value | |||||||||||||
Borrowings under revolving credit facility | $ | 8,500 | $ | 8,500 | $ | 16,272 | $ | 16,272 | ||||||||
Term loan | 35,541 | 35,541 | 45,833 | 45,833 | ||||||||||||
The carrying value of borrowings under the revolving credit facility and the term loan approximate their fair value because the interest rate is variable. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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 common 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 year ended December 31, 2013, 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 years ended December 31, 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): | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income attributable to common stockholders - Basic | $ | 53,603 | $ | 36,178 | $ | 49,791 | ||||||
Impact of assumed conversions: | ||||||||||||
Interest on convertible notes | — | — | 1,959 | |||||||||
Net income attributable to common stockholders - Diluted | $ | 53,603 | $ | 36,178 | $ | 51,750 | ||||||
Weighted average common shares outstanding - Basic | 54,511 | 51,346 | 48,185 | |||||||||
Assumed conversions: | ||||||||||||
Incremental common shares from warrants | 121 | 1,355 | 1,560 | |||||||||
Incremental common shares from stock options | 880 | 1,133 | 992 | |||||||||
Incremental common shares from restricted stock units | 14 | 7 | 116 | |||||||||
Incremental common shares from convertible senior notes | — | — | 2,701 | |||||||||
Weighted average common shares outstanding - Diluted | 55,526 | 53,841 | 53,554 | |||||||||
Basic earnings per common share | $ | 0.98 | $ | 0.7 | $ | 1.03 | ||||||
Diluted earnings per common share | $ | 0.97 | $ | 0.67 | $ | 0.97 | ||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
Components of the income tax expense (benefit) are as follows (in thousands): | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 21,468 | $ | 15,225 | $ | 12,072 | ||||||
State | 684 | 3,322 | 1,450 | |||||||||
Foreign | 1,627 | 1,432 | 891 | |||||||||
Total current | 23,779 | 19,979 | 14,413 | |||||||||
Deferred: | ||||||||||||
Federal | 2,573 | 1,336 | (18,836 | ) | ||||||||
State | (1,071 | ) | (543 | ) | 90 | |||||||
Total deferred | 1,502 | 793 | (18,746 | ) | ||||||||
Income tax expense (benefit) | $ | 25,281 | $ | 20,772 | $ | (4,333 | ) | |||||
A reconciliation of the U.S. federal statutory tax rate to the effective income tax rate is as follows: | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal statutory tax rate | 35 | % | 35 | % | 35 | % | ||||||
State income taxes, net of federal benefit | 2.3 | 2.8 | 2.3 | |||||||||
Return to accrual adjustments | (0.9 | ) | 0.2 | (1.3 | ) | |||||||
Change in valuation allowance | — | — | (41.0 | ) | ||||||||
Warrant liability fair value adjustment | — | — | (2.0 | ) | ||||||||
Domestic production activities deduction | (2.5 | ) | (2.6 | ) | (3.0 | ) | ||||||
Other | (1.9 | ) | 1.1 | 0.5 | ||||||||
Effective income tax rate | 32 | % | 36.5 | % | (9.5 | )% | ||||||
Fluctuations in effective tax rates have historically been impacted by permanent tax differences with no associated income tax impact and existing deferred tax asset valuation allowances. The change in the effective tax rate in 2014 resulted primarily from changes in state apportionment factors, including the effect on state deferred tax assets and liabilities. | ||||||||||||
Deferred income taxes reflect the tax effect of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and the value reported for income tax purposes, at the enacted tax rates expected to be in effect when the differences reverse. The components of deferred tax assets and liabilities are as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 10,183 | $ | 11,665 | ||||||||
Allowance for doubtful accounts | 369 | 383 | ||||||||||
Inventory valuation reserves | 1,896 | 1,503 | ||||||||||
Equity compensation | 4,146 | 3,693 | ||||||||||
Accrued compensation | 75 | 598 | ||||||||||
Other | 1 | 1 | ||||||||||
Total gross deferred tax assets | 16,670 | 17,843 | ||||||||||
Valuation allowance | (809 | ) | (856 | ) | ||||||||
Total deferred tax assets, net | 15,861 | 16,987 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Property and equipment | (12,066 | ) | (12,374 | ) | ||||||||
Intangible assets and goodwill | (9,823 | ) | (9,587 | ) | ||||||||
Convertible debt | (4,126 | ) | (5,020 | ) | ||||||||
Prepaid insurance and other | (225 | ) | (47 | ) | ||||||||
Total gross deferred tax liabilities | (26,240 | ) | (27,028 | ) | ||||||||
Net deferred tax (liabilities) assets | $ | (10,379 | ) | $ | (10,041 | ) | ||||||
Deferred taxes are presented in the balance sheets as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Current deferred tax assets | $ | 2,696 | $ | 2,522 | ||||||||
Non-current deferred tax assets | 12,907 | 15,012 | ||||||||||
Non-current deferred tax liabilities | (25,982 | ) | (27,575 | ) | ||||||||
Net deferred tax (liabilities) assets | $ | (10,379 | ) | $ | (10,041 | ) | ||||||
During the year ended December 31, 2014, the Company recorded a final adjustment related to the acquisition of Florida Chemical that increased current deferred tax assets by $1.2 million (see Note 3). | ||||||||||||
As of December 31, 2014, the Company had U.S. net operating loss carryforwards of $26.3 million, expiring in various amounts in 2028 through 2030. The ability to utilize net operating losses and other tax attributes could be subject to a significant limitation if the Company were to undergo an “ownership change” for purposes of Section 382 of the Tax Code. | ||||||||||||
The Company’s corporate organizational structure requires the filing of two separate consolidated U.S. Federal income tax returns. Taxable income of one group ("Group A") cannot be offset by tax attributes, including net operating losses of the other group ("Group B"). The Company considers all available evidence, both positive and negative, to determine whether a valuation allowance is necessary. The Company considers cumulative losses in recent years as significant negative evidence. The Company considers recent years to mean the current year plus the two preceding years. | ||||||||||||
Prior to December 31, 2012, the Company did not have sufficient positive evidence to overcome the existence of a cumulative loss in Group B and thus, prior to December 31, 2012, maintained a full valuation allowance against deferred tax assets of that group. As of December 31, 2012, Group B was no longer in a cumulative loss position. Accordingly, the Company considered the objectively verifiable positive evidence for projecting future income, which included primarily determining the average of the pre-tax income of the current and prior two years after adjusting for certain items not indicative of future performance. Based on this analysis, the Company determined a valuation allowance was no longer necessary for the group's U.S. federal deferred tax assets. Accordingly, the Company decreased its valuation allowance by $16.5 million at December 31, 2012 and recognized a reduction of deferred federal income tax expense. As Group B continues to be in a cumulative loss position as of December 31, 2014 in certain state jurisdictions, the Company has determined that a valuation allowance of $0.8 million is required for deferred tax assets. | ||||||||||||
The Company has not calculated U.S. taxes on unremitted earnings of certain non-U.S. subsidiaries due to the Company’s intent to reinvest the unremitted earnings of the non-U.S. subsidiaries. At December 31, 2014, the Company had approximately $2.9 million in unremitted earnings outside the U.S. which were not included for U.S. tax purposes. U.S. income tax liability would be incurred if these funds were remitted to the U.S. It is not practicable to estimate the amount of the deferred tax liability on such unremitted earnings. | ||||||||||||
The Company has performed an evaluation and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The evaluation was performed for the tax years which remain subject to examination by tax jurisdictions as of December 31, 2014 which are the years ended December 31, 2011 through December 31, 2014 for U.S. federal taxes and the years ended December 31, 2010 through December 31, 2014 for state tax jurisdictions. | ||||||||||||
The Company’s policy is to record penalties and interest related to income tax matters as income tax expense. |
Convertible_Preferred_Stock_an
Convertible Preferred Stock and Stock Warrants | 12 Months Ended |
Dec. 31, 2014 | |
Warrants and Rights Note Disclosure [Abstract] | |
Convertible Preferred Stock and Stock Warrants | Convertible Preferred Stock and Stock Warrants |
In August 2009, the Company sold convertible preferred stock with detachable warrants to purchase shares of the Company's common stock. In February 2011, the Company exercised its contractual right to mandatorily convert all outstanding shares of convertible preferred stock into shares of common stock. Currently, the Company has no issued or outstanding shares of preferred stock. | |
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 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 then qualified 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 were no longer fair value adjustments because the warrants continued 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. | |
During the years ended December 31, 2013 and 2012, warrants were exercised to purchase 267,000 shares and 348,350 shares, respectively, of the Company’s common stock for which the Company received cash proceeds of $0.3 million and $0.4 million, respectively. | |
On February 7, 2014, warrants were exercised to purchase 1,277,250 shares of the Company’s common stock at $1.21 per share. The Company received cash proceeds of $1.5 million in connection with the warrants exercised. Following this exercise, the Company no longer has any outstanding warrants. |
Common_Stock
Common Stock | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Common Stock | Common Stock | |||||||||||||
The Company’s Certificate of Incorporation, as amended November 9, 2009, authorizes the Company to issue up to 80 million shares of common stock, par value $0.0001 per share, and 100,000 shares of one or more series of preferred stock, par value $0.0001 per share. | ||||||||||||||
A reconciliation of the changes in common shares issued is as follows: | ||||||||||||||
Year ended December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Shares issued at the beginning of the year | 58,265,911 | 53,123,978 | ||||||||||||
Issued in purchase of Florida Chemical Company, Inc. | — | 3,284,180 | ||||||||||||
Issued in purchases of Eclipse IOR Services, LLC and SiteLark, LLC | 99,681 | — | ||||||||||||
Issued in payment of accrued liability | 27,101 | — | ||||||||||||
Issued upon exercise of warrants | 1,277,250 | 267,000 | ||||||||||||
Issued from restricted stock units | — | 217,089 | ||||||||||||
Issued as restricted stock award grants | 525,120 | 802,164 | ||||||||||||
Issued upon exercise of stock options | 311,954 | 571,500 | ||||||||||||
Retirement of treasury shares | (5,873,291 | ) | — | |||||||||||
Shares issued at the end of the year | 54,633,726 | 58,265,911 | ||||||||||||
Stock-Based Incentive Plans | ||||||||||||||
Stockholders approved long term incentive plans in 2014, 2010, 2007, 2005 and 2003 (the "2014 Plan," the “2010 Plan,” the “2007 Plan,” the “2005 Plan” and the “2003 Plan,” respectively) under which the Company may grant equity awards to officers, key employees, and non-employee directors in the form of stock options, restricted stock and certain other incentive awards. The maximum number of shares that may be issued under the 2014 Plan, 2010 Plan, 2007 Plan and 2005 Plan are 2.7 million, 6.0 million, 2.2 million and 1.9 million, respectively. A December 31, 2014, the Company had a total of 2.3 million shares remaining to be granted under the 2014 Plan, 2010 Plan, 2007 Plan and 2005 Plan. Shares may no longer be granted under the 2003 Plan. | ||||||||||||||
Stock Options | ||||||||||||||
All stock options are granted with an exercise price equal to the market value of the Company’s common stock on the date of grant. Options expire no later than ten years from the date of grant and generally vest in four years or less. Proceeds received from stock option exercises are credited to common stock and additional paid-in capital, as appropriate. The Company uses historical data to estimate pre-vesting option forfeitures. Estimates are adjusted when actual forfeitures differ from the estimate. Stock-based compensation expense is recorded for all equity awards expected to vest. | ||||||||||||||
The fair value of stock options at the date of grant is calculated using the Black-Scholes option pricing model. The risk free interest rate is based on the implied yield of U.S. Treasury zero-coupon securities that correspond to the expected life of the option. Volatility is estimated based on historical and implied volatilities of the Company’s stock and of identified companies considered to be representative peers of the Company. The expected life of awards granted represents the period of time the options are expected to remain outstanding. The Company uses the “simplified” method which is permitted for companies that cannot reasonably estimate the expected life of options based on historical share option exercise experience. The Company does not expect to pay dividends on common stock. No options were granted to employees during 2014, 2013 or 2012. | ||||||||||||||
The Black-Scholes option valuation model was developed to estimate the fair value of traded options that have no vesting restrictions and are fully-transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value calculation. The Company’s options are not characteristic of traded options; therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of options. | ||||||||||||||
Stock option activity for the year ended December 31, 2014 is as follows: | ||||||||||||||
Options | Shares | Weighted-Average | Weighted-Average | Aggregate | ||||||||||
Exercise | Remaining | Intrinsic Value | ||||||||||||
Price | Contractual Term | |||||||||||||
(in years) | ||||||||||||||
Outstanding as of January 1, 2014 | 1,864,042 | $ | 4.95 | |||||||||||
Exercised | (311,954 | ) | 5.32 | |||||||||||
Forfeited | (7,128 | ) | 17.58 | |||||||||||
Expired | — | — | ||||||||||||
Outstanding as of December 31, 2014 | 1,544,960 | $ | 4.81 | 1.81 | $ | 21,497,484 | ||||||||
Vested or expected to vest at | ||||||||||||||
December 31, 2014 | 1,544,960 | $ | 4.81 | 1.81 | $ | 21,497,484 | ||||||||
Options exercisable as of | ||||||||||||||
December 31, 2014 | 1,544,960 | $ | 4.81 | 1.81 | $ | 21,497,484 | ||||||||
The total intrinsic value of stock options exercised during the years ended December 31, 2014, 2013 and 2012 was $6.0 million, $5.6 million and $0.6 million, respectively. The total fair value of stock options vesting during the years ended December 31, 2014 was less than $0.1 million, and was $4.2 million and $0.5 million for the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||
At December 31, 2014, the Company had recognized all compensation expense related to stock options. | ||||||||||||||
Restricted Stock | ||||||||||||||
The Company grants employees either time-vesting or performance-based restricted shares in accordance with terms specified in the Restricted Stock Agreements ("RSAs"). Time-vesting restricted shares vest after a stipulated period of time has elapsed subsequent to the date of grant, generally three to four years. Certain time-vested shares have also been issued with a portion of the shares granted vesting immediately. Performance-based restricted shares are issued with performance criteria defined over a designated performance period and vest only when, and if, the outlined performance criteria are met. During the year ended December 31, 2014, approximately 62% of the restricted shares granted were time-vesting and the remainder were performance-based. Grantees of restricted shares retain voting rights for the granted shares. | ||||||||||||||
Restricted stock share activity for the year ended December 31, 2014 is as follows: | ||||||||||||||
Restricted Stock Shares | Shares | Weighted- | ||||||||||||
Average Fair | ||||||||||||||
Value at Date of | ||||||||||||||
Grant | ||||||||||||||
Non-vested at January 1, 2014 | 1,067,655 | $ | 12.78 | |||||||||||
Granted | 349,544 | 27.29 | ||||||||||||
RSAs converted from 2013 restricted stock units | 175,576 | 16.35 | ||||||||||||
Vested | (705,566 | ) | 13.65 | |||||||||||
Forfeited | (60,691 | ) | 14.89 | |||||||||||
Non-vested at December 31, 2014 | 826,518 | $ | 18.78 | |||||||||||
The weighted-average grant-date fair value of restricted stock granted during the years ended December 31, 2014, 2013 and 2012 was $27.29, $15.17 and $11.03 per share, respectively. The total fair value of restricted stock that vested during the years ended December 31, 2014, 2013 and 2012 was $10.2 million, $8.4 million and $5.4 million, respectively. | ||||||||||||||
At December 31, 2014, there was $10.7 million of unrecognized compensation expense related to non-vested restricted stock. The unrecognized compensation expense is expected to be recognized over a weighted-average period of 1.8 years. | ||||||||||||||
Restricted Stock Units | ||||||||||||||
During the year ended December 31, 2014, the Company granted performance-based restricted stock units ("RSUs") that will be converted into 352,254 shares of common stock. These shares, which will be issued as RSAs, will vest in equal one-half tranches on December 31, 2015 and 2016. | ||||||||||||||
Restricted stock unit share activity for the year ended December 31, 2014 is as follows: | ||||||||||||||
Restricted Stock Unit Shares | Shares | Weighted- | ||||||||||||
Average Fair | ||||||||||||||
Value at Date of | ||||||||||||||
Grant | ||||||||||||||
RSU share equivalents at January 1, 2014 | 175,576 | $ | 16.35 | |||||||||||
2013 RSUs converted to RSAs in 2014 | (175,576 | ) | 16.35 | |||||||||||
Share equivalents earned in 2014 | 352,254 | 24.66 | ||||||||||||
RSU share equivalents at December 31, 2014 | 352,254 | $ | 24.66 | |||||||||||
At December 31, 2014, there was $6.8 million of unrecognized compensation expense related to 2014 restricted stock units. The unrecognized compensation expense is expected to be recognized over a weighted-average period of 2.0 years. | ||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
The Company's Employee Stock Purchase Plan (ESPP) was approved by stockholders on May 18, 2012. The Company registered 500,000 shares of its common stock, currently held as treasury shares, for issuance under the ESPP. The purpose of the ESPP is to provide employees with an opportunity to purchase shares of the Company's common stock through accumulated payroll deductions. The ESPP allows participants to purchase common stock at a purchase price equal to 85% of the fair market value of the common stock on the last business day of a three-month offering period which coincides with calendar quarters. The first quarterly offering period began on October 1, 2012. Payroll deductions may not exceed 10% of an employee's compensation and participants may not purchase more than 1,000 shares in any one offering period. The fair value of the discount associated with shares purchased under the plan is recognized as share-based compensation expense and was $0.2 million, $0.1 million and less than $0.1 million during the years ended December 31, 2014, 2013 and 2012, respectively. The total fair value of the shares purchased under the plan during the years ended December 31, 2014, 2013 and 2012 was $1.1 million, $0.9 million and $0.2 million, respectively. The employee payment associated with participation in the plan was satisfied through payroll deductions. | ||||||||||||||
Share-Based Compensation Expense | ||||||||||||||
Non-cash share-based compensation expense related to stock options, restricted stock, restricted stock unit grants and stock purchased under the Company's ESPP was $10.5 million, $10.9 million and $13.4 million during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||
Treasury Stock | ||||||||||||||
The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders’ equity. During the years ended December 31, 2014 and 2013, the Company purchased 243,005 shares and 448,121 shares, respectively, of the Company’s common stock at market value as payment of income tax withholding owed by employees upon the vesting of restricted shares and the exercise of stock options. Shares issued as restricted stock awards to employees that were forfeited are accounted for as treasury stock. During the years ended December 31, 2014 and 2013, shares surrendered for the exercise of stock options were 46,208 and 237,267, respectively. These surrendered shares are also accounted for as treasury stock. | ||||||||||||||
During the year ended December 31, 2013, JP Morgan Chase & Co. returned 2,439,558 shares of the Company’s common stock that had been borrowed under the Share Lending Agreement. These shares were then included in treasury stock. | ||||||||||||||
Retirement of Treasury Stock | ||||||||||||||
On December 31, 2014, the Company retired 5,873,291 shares of its treasury stock with an aggregate cost of $32.6 million. The retirement was recorded as reductions of $32.6 million in treasury stock, $1,000 in common stock and $32.6 million in additional paid-in capital. | ||||||||||||||
All retired treasury shares are canceled and returned to the status of authorized but unissued shares. The retirement of treasury stock had no impact on the Company's total consolidated stockholder's equity. | ||||||||||||||
Stock Repurchase Program | ||||||||||||||
In November 2012, the Company's Board of Directors authorized the repurchase of up to $25 million of the Company's common stock. Repurchases may be made in the open market or through privately negotiated transactions. In December 2014, the Company repurchased 621,176 shares of its outstanding common stock on the open market at a cost of $10.4 million, inclusive of transaction costs, or an average price of $16.74 per share. | ||||||||||||||
As of December 31, 2014, the Company has $14.6 million remaining under its share repurchase program. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
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. | |||||
Operating Lease Commitments | |||||
The Company has operating leases for office space, vehicles and equipment. Future minimum lease payments under operating leases at December 31, 2014 are as follows (in thousands): | |||||
Year ending December 31, | Minimum | ||||
Lease | |||||
Payments | |||||
2015 | $ | 2,440 | |||
2016 | 2,647 | ||||
2017 | 2,274 | ||||
2018 | 2,060 | ||||
2019 | 1,869 | ||||
Thereafter | 13,918 | ||||
Total | $ | 25,208 | |||
Rent expense under operating leases totaled $2.2 million, $1.7 million and $1.9 million during the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
401(k) Retirement Plan | |||||
The Company maintains a 401(k) retirement plan for the benefit of eligible employees in the U.S. All employees are eligible to participate in the plan upon employment. The Company matches 100% of employee 401(k) contributions of up to 2% of qualified compensation. During the years ended December 31, 2014, 2013 and 2012, compensation expense included $0.7 million, $0.6 million and $0.5 million, respectively, related to the Company’s 401(k) match. | |||||
Concentrations and Credit Risk | |||||
The majority of the Company’s revenue is derived from the oil and gas industry. Customers include major oilfield services companies, 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. | |||||
The Company is subject to significant 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 a major financial institution and balances often exceed insurable amounts. |
Business_Segment_Geographic_an
Business Segment, Geographic and Major Customer Information | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||
Business Segment, Geographic and Major Customer Information | 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. The operations of the Company are categorized into four reportable segments: Energy Chemical Technologies, Consumer and Industrial Chemical Technologies, Drilling Technologies and Production Technologies. | |||||||||||||||||||||||||
• | Energy Chemical Technologies designs, develops, manufactures, packages and markets specialty chemicals used in oil and natural gas well drilling, cementing, completion, stimulation, and production. In addition, the Company's chemistries are used in specialized enhanced and improved oil recovery markets ("EOR" or "IOR"). 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, inspects, manufactures and markets downhole drilling equipment used in energy, mining, water well and industrial drilling activities. | ||||||||||||||||||||||||
• | Production Technologies assembles and markets production-related equipment, including the PetrovalveTM product line of rod pump components, electric submersible pumps, gas separators, valves and services that support natural gas and oil 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 taxes, are not allocated to reportable segments. | |||||||||||||||||||||||||
Summarized financial information of the reportable segments is as follows (in thousands): | |||||||||||||||||||||||||
As of and for the year ended December 31, | Energy Chemical Technologies | Consumer and Industrial Chemical Technologies | Drilling Technologies | Production Technologies | Corporate and | Total | |||||||||||||||||||
Other | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 268,761 | $ | 51,091 | $ | 113,302 | $ | 16,003 | $ | — | $ | 449,157 | |||||||||||||
Gross margin | 117,867 | 12,897 | 45,651 | 6,544 | — | 182,959 | |||||||||||||||||||
Income (loss) from operations | 84,846 | 6,558 | 19,022 | 3,246 | (32,784 | ) | 80,888 | ||||||||||||||||||
Depreciation and amortization | 4,401 | 2,138 | 9,808 | 327 | 1,174 | 17,848 | |||||||||||||||||||
Total assets | 156,596 | 87,412 | 147,584 | 21,843 | 9,841 | 423,276 | |||||||||||||||||||
Capital expenditures | 6,983 | 115 | 9,626 | 942 | 2,241 | 19,907 | |||||||||||||||||||
2013 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 200,932 | $ | 42,927 | $ | 112,406 | $ | 14,800 | $ | — | $ | 371,065 | |||||||||||||
Gross margin | 88,536 | 10,659 | 43,156 | 5,176 | — | 147,527 | |||||||||||||||||||
Income (loss) from operations | 65,396 | 6,260 | 18,306 | 3,060 | (34,296 | ) | 58,726 | ||||||||||||||||||
Depreciation and amortization | 3,160 | 1,126 | 9,632 | 250 | 941 | 15,109 | |||||||||||||||||||
Total assets | 127,119 | 86,640 | 135,738 | 16,647 | 9,437 | 375,581 | |||||||||||||||||||
Capital expenditures | 5,225 | 183 | 6,326 | 1,749 | 1,524 | 15,007 | |||||||||||||||||||
2012 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 183,986 | $ | — | $ | 116,736 | $ | 12,106 | $ | — | $ | 312,828 | |||||||||||||
Gross margin | 81,438 | — | 45,709 | 4,472 | — | 131,619 | |||||||||||||||||||
Income (loss) from operations | 65,440 | — | 22,282 | 3,395 | (32,496 | ) | 58,621 | ||||||||||||||||||
Depreciation and amortization | 1,765 | — | 9,115 | 206 | 497 | 11,583 | |||||||||||||||||||
Total assets | 59,195 | — | 118,771 | 11,189 | 30,712 | 219,867 | |||||||||||||||||||
Capital expenditures | 3,553 | — | 12,264 | 77 | 4,807 | 20,701 | |||||||||||||||||||
Geographic Information | |||||||||||||||||||||||||
Revenue by country is based on the location where services are provided and products are used. No individual country other than the United States ("U.S.") accounted for more than 10% of revenue. Revenue by geographic location is as follows (in thousands): | |||||||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
U.S. | $ | 370,087 | $ | 319,649 | $ | 272,945 | |||||||||||||||||||
Other countries | 79,070 | 51,416 | 39,883 | ||||||||||||||||||||||
Total | $ | 449,157 | $ | 371,065 | $ | 312,828 | |||||||||||||||||||
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: | |||||||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Customer A | 16.10% | 16.20% | 15.60% | ||||||||||||||||||||||
Customer B | * | * | 10.00% | ||||||||||||||||||||||
*This customer did not account for more than 10% of revenue. | |||||||||||||||||||||||||
Over 94% of the revenue from major customers noted above was from the Energy Chemical Technologies segment. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Quarterly Financial Data [Abstract] | ||||||||||||||||||||
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) | |||||||||||||||||||
First | Second | Third | Fourth | Total | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||
2014 | ||||||||||||||||||||
Revenue | $ | 102,575 | $ | 105,318 | $ | 116,761 | $ | 124,503 | $ | 449,157 | ||||||||||
Gross margin | 43,681 | 42,310 | 46,078 | 50,890 | 182,959 | |||||||||||||||
Net income | 12,018 | 11,041 | 14,272 | 16,272 | 53,603 | |||||||||||||||
Earnings per share (1): | ||||||||||||||||||||
Basic | $ | 0.22 | $ | 0.2 | $ | 0.26 | $ | 0.3 | $ | 0.98 | ||||||||||
Diluted | $ | 0.22 | $ | 0.2 | $ | 0.26 | $ | 0.29 | $ | 0.97 | ||||||||||
2013 | ||||||||||||||||||||
Revenue | $ | 78,243 | $ | 93,586 | $ | 98,388 | $ | 100,848 | $ | 371,065 | ||||||||||
Gross margin | 32,630 | 37,594 | 37,502 | 39,801 | 147,527 | |||||||||||||||
Net income | 7,765 | 8,440 | 8,968 | 11,005 | 36,178 | |||||||||||||||
Earnings per share (1): | ||||||||||||||||||||
Basic | $ | 0.16 | $ | 0.17 | $ | 0.17 | $ | 0.21 | $ | 0.7 | ||||||||||
Diluted | $ | 0.15 | $ | 0.16 | $ | 0.16 | $ | 0.2 | $ | 0.67 | ||||||||||
(1) The sum of the quarterly earnings per share (basic and diluted) may not agree to the earnings per share for the year due to the timing of common stock issuances. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Accounting Principles | Basis of Presentation | |
The Company’s consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America ("GAAP”). | ||
Principles of Consolidation | The consolidated financial statements include the accounts of Flotek Industries, Inc. and all wholly-owned subsidiary corporations. Where Flotek owns less than 100% of the share capital of its subsidiaries, but is still considered to have sufficient ownership to control the business, results of the business operations are consolidated within the Company's financial statements. The ownership interests held by other parties are shown as noncontrolling interests. | |
All significant intercompany accounts and transactions have been eliminated in consolidation. The Company does not have investments in any unconsolidated subsidiaries. | ||
Cash Equivalents | Cash Equivalents | |
Cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase. | ||
Cash Management | ||
The Company uses 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. | ||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts | |
Accounts receivable arise from product sales, product rentals and services and are stated at estimated net realizable value. This value incorporates an allowance for doubtful accounts to reflect any loss anticipated on accounts receivable balances. The Company regularly evaluates its accounts receivable to estimate amounts that will not be collected and records the appropriate provision for doubtful accounts as a charge to operating expenses. The allowance for doubtful accounts is based on a combination of the age of the receivables, individual customer circumstances, credit conditions and historical write-offs and collections. The Company writes off specific accounts receivable when they are determined to be uncollectible. | ||
The majority of the Company’s customers are engaged in the energy industry. The cyclical nature of the energy industry may affect customers’ operating performance and cash flows, which directly impact the Company’s ability to collect on outstanding obligations. Additionally, certain customers are located in international areas that are inherently subject to risks of economic, political and civil instability, which can impact the collectability of receivables. | ||
Inventories | Inventories | |
Inventories consist of raw materials, work-in-process and finished goods and are stated at the lower of cost, determined using the weighted-average cost method, or market. Finished goods inventories include raw materials, direct labor and production overhead. The Company regularly reviews inventories on hand and current market conditions to determine if the cost of finished goods inventories exceed current market prices and impairs the cost basis of the inventory accordingly. Historically, the Company recorded a provision for excess and obsolete inventory. Impairment or provisions are based primarily on forecasts of product demand, historical trends, market conditions, production or procurement requirements and technological developments and advancements. | ||
Property and Equipment | Property and Equipment | |
Property and equipment are stated at cost. The cost of ordinary maintenance and repair is charged to operating expense, while replacement of critical components and major improvements are capitalized. Depreciation or amortization of property and equipment, including assets held under capital leases, is calculated using the straight-line method over the asset’s estimated useful life as follows: | ||
Buildings and leasehold | ||
improvements | 2-30 years | |
Machinery, equipment and rental | ||
tools | 7-10 years | |
Furniture and fixtures | 3 years | |
Transportation equipment | 2-5 years | |
Computer equipment and software | 3-7 years | |
Property and equipment are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. Indicative events or circumstances include, but are not limited to, matters such as a significant decline in market value or a significant change in business climate. An impairment loss is recognized when the carrying value of an asset exceeds the estimated undiscounted future cash flows from the use of the asset and its eventual disposition. The amount of impairment loss recognized is the excess of the asset’s carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or the fair value less cost to sell. Upon sale or other disposition of an asset, the Company recognizes a gain or loss on disposal measured as the difference between the net carrying value of the asset and the net proceeds received. | ||
Internal Use Computer Software Costs | Internal Use Computer Software Costs | |
Direct costs incurred to purchase and develop computer software for internal use are capitalized during the application development and implementation stages. These software costs have been for enterprise-level business and finance software that is customized to meet the Company’s specific operational needs. Capitalized costs are included in property and equipment and are amortized on a straight-line basis over the estimated useful life of the software beginning when the software project is substantially complete and placed in service. Costs incurred during the preliminary project stage and costs for training, data conversion and maintenance are expensed as incurred. | ||
The Company amortizes software costs using the straight-line method over the expected life of the software, generally 3 to 7 years. | ||
Goodwill | Goodwill | |
Goodwill is the excess of cost of an acquired entity over the amounts assigned to identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not subject to amortization, but is tested for impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate a potential impairment. These circumstances may include an adverse change in the business climate or a change in the assessment of future operations of a reporting unit. | ||
The Company assesses whether a goodwill impairment exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, based on this qualitative assessment, it is determined that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company does not perform a quantitative assessment. | ||
If the qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount or if the Company elects not to perform a qualitative assessment, a quantitative assessment or two-step impairment test is performed to determine whether goodwill impairment exists at the reporting unit. | ||
The first step is to compare the estimated fair value of each reporting unit with goodwill to its carrying amount, including goodwill. To determine fair value estimates, the Company uses the income approach based on discounted cash flow analyses, combined with a market-based approach. The market-based approach considers valuation comparisons of recent public sale transactions of similar businesses and earnings multiples of publicly traded businesses operating in industries consistent with the reporting unit. If the fair value of a reporting unit is less than its carrying amount, the second step of the impairment test is performed to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. | ||
Other Intangible Assets | Other Intangible Assets | |
The Company’s other intangible assets have finite and indefinite lives and consist of customer relationships, trademarks and brand names and purchased patents. | ||
The cost of intangible assets with finite lives is amortized using the straight-line method over the estimated period of economic benefit, ranging from 2 to 20 years. Asset lives are adjusted whenever there is a change in the estimated period of economic benefit. No residual value has been assigned to these intangible assets. | ||
Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. These conditions may include a change in the extent or manner in which the asset is being used or a change in future operations. The Company assesses the recoverability of the carrying amount by preparing estimates of future revenue, margins and cash flows. If the sum of expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, an impairment loss is recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. Fair value of these assets may be determined by a variety of methodologies, including discounted cash flow models. | ||
Intangible assets with indefinite lives are not subject to amortization, but are tested for impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate a potential impairment. These circumstances may include, but are not limited to, a significant adverse change in the business climate, unanticipated competition, or a change in projected operations or results of a reporting unit. | ||
The Company assesses whether an indefinite lived intangible impairment exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of the indefinite lived intangible is less than its carrying amount. If, based on this qualitative assessment, it is determined that it is not more likely than not that the fair value of the indefinite lived intangible is less than its carrying amount, the Company does not perform a quantitative assessment. | ||
If the qualitative assessment indicates that it is more likely than not that the indefinite-lived intangible asset is impaired or if the Company elects to not perform a qualitative assessment, the Company then performs the quantitative impairment test. The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Fair value of these assets may be determined by a variety of methodologies, including discounted cash flows. | ||
Warrant liability | Warrant Liability | |
Prior to June 2012, the Company used the Black-Scholes option-pricing model to estimate the fair value of its warrant liability. On June 14, 2012, provisions in the Company’s outstanding warrants were amended to eliminate anti-dilution price adjustment provisions and remove cash settlement provisions in the event of a change of control. 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. | ||
Business Combinations | Business Combinations | |
The Company includes the results of operations of its acquisitions in its consolidated results, prospectively from the date of acquisition. Acquisitions are accounted for by applying the acquisitions method. The Company allocates the fair value of purchase consideration to the assets acquired, liabilities assumed, and any non-controlling interests in the acquired entity generally based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed and any non-controlling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include the value of the synergies between the acquired company and Flotek and the value of the acquired assembled workforce. Acquisition-related expenses are recognized separately from the business acquisition and are recognized as expenses as incurred. | ||
Fair Value Measurements | Fair Value Measurements | |
The Company categorizes financial assets and liabilities using a three-tier fair value hierarchy, based on the nature of the inputs used to determine fair value. Inputs refer broadly to assumptions market participants would use to value an asset or liability and may be observable or unobservable. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). “Level 1” measurements are measurements using quoted prices in active markets for identical assets and liabilities. “Level 2” measurements are measurements using quoted prices in markets that are not active or that are based on quoted prices for similar assets or liabilities. “Level 3” measurements are measurements that use significant unobservable inputs which require a company to develop its own assumptions. When determining the fair value of assets and liabilities, the Company uses the most reliable measurement available. | ||
Revenue Recognition | Revenue Recognition | |
Revenue for product sales and services is recognized when all of the following criteria have been met: (i) persuasive evidence of an arrangement exists, (ii) products are shipped or services rendered to the customer and significant risks and rewards of ownership have passed to the customer, (iii) the price to the customer is fixed and determinable and (iv) collectability is reasonably assured. Products and services are sold with fixed or determinable prices and do not include right of return provisions or other significant post-delivery obligations. Deposits and other funds received in advance of delivery are deferred until the transfer of ownership is complete. Shipping and handling costs are reflected in cost of revenue. Taxes collected are not included in revenue, rather taxes are accrued for future remittance to governmental authorities. | ||
The Logistics division of chemicals recognizes revenue from design and construction oversight contracts under the percentage-of-completion method of accounting, measured by the percentage of “costs incurred to date” to the “total estimated costs of completion.” This percentage is applied to the “total estimated revenue at completion” to calculate proportionate revenue earned to date. Contracts for services are inclusive of direct labor and material costs, as well as, indirect costs of operations. General and administrative costs are charged to expense as incurred. Changes in job performance metrics and estimated profitability, including contract bonus or penalty provisions and final contract settlements, are recognized in the period such revisions appear probable. Known or anticipated losses on contracts are recognized in full when amounts are probable and estimable. Bulk material loading revenue is recognized as services are performed. | ||
Drilling revenue is recognized upon receipt of a signed and dated field billing ticket from the customer. Customers are charged contractually agreed amounts for oilfield rental equipment damaged or lost-in-hole (“LIH”). LIH proceeds are recognized as revenue and the associated carrying value is charged to cost of sales. LIH revenue totaled $4.7 million, $5.9 million and $4.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||
The Company generally is not contractually obligated to accept returns, except for defective products. Typically products determined to be defective are replaced or the customer is issued a credit memo. Based on historical return rates, no provision is made for returns at the time of sale. All costs associated with product returns are expensed as incurred. | ||
Revenue Recognition | ||
Revenue for product sales and services is recognized when all of the following criteria have been met: (i) persuasive evidence of an arrangement exists, (ii) products are shipped or services rendered to the customer and significant risks and rewards of ownership have passed to the customer, (iii) the price to the customer is fixed and determinable and (iv) collectability is reasonably assured. Products and services are sold with fixed or determinable prices and do not include right of return provisions or other significant post-delivery obligations. Deposits and other funds received in advance of delivery are deferred until the transfer of ownership is complete. Shipping and handling costs are reflected in cost of revenue. Taxes collected are not included in revenue, rather taxes are accrued for future remittance to governmental authorities. | ||
The Logistics division of chemicals recognizes revenue from design and construction oversight contracts under the percentage-of-completion method of accounting, measured by the percentage of “costs incurred to date” to the “total estimated costs of completion.” This percentage is applied to the “total estimated revenue at completion” to calculate proportionate revenue earned to date. Contracts for services are inclusive of direct labor and material costs, as well as, indirect costs of operations. General and administrative costs are charged to expense as incurred. Changes in job performance metrics and estimated profitability, including contract bonus or penalty provisions and final contract settlements, are recognized in the period such revisions appear probable. Known or anticipated losses on contracts are recognized in full when amounts are probable and estimable. Bulk material loading revenue is recognized as services are performed. | ||
Drilling revenue is recognized upon receipt of a signed and dated field billing ticket from the customer. Customers are charged contractually agreed amounts for oilfield rental equipment damaged or lost-in-hole (“LIH”). LIH proceeds are recognized as revenue and the associated carrying value is charged to cost of sales. LIH revenue totaled $4.7 million, $5.9 million and $4.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||
The Company generally is not contractually obligated to accept returns, except for defective products. Typically products determined to be defective are replaced or the customer is issued a credit memo. Based on historical return rates, no provision is made for returns at the time of sale. All costs associated with product returns are expensed as incurred. | ||
Foreign Currency Translation | Foreign Currency Translation | |
Financial statements of foreign subsidiaries are prepared using the currency of the primary economic environment of the foreign subsidiaries, as the functional currency. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of identified reporting periods. Revenue and expense transactions are translated using the average monthly exchange rate for the reporting period. Resultant translation adjustments are recognized as other comprehensive income (loss) within stockholders’ equity. | ||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | |
Comprehensive income (loss) encompasses all changes in stockholders’ equity except those arising from investments from, and distributions to stockholders. The Company’s comprehensive income (loss) includes net income and foreign currency translation adjustments. | ||
Research and Development Costs | Research and Development Costs | |
Expenditures for research activities relating to product development and improvement are charged to expense as incurred. | ||
Income Taxes | Income Taxes | |
The Company has two U.S. tax filing groups which file separate U.S. Federal tax returns. Taxable income of one return cannot be offset by tax attributes, including net operating losses, of the other return. | ||
The Company uses the liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities, and are measured using the tax rates expected to be in effect when the differences reverse. Deferred tax assets and liabilities are recognized related to the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of the Company’s assets and liabilities using statutory tax rates at the applicable year end. Deferred tax assets are also recognized for operating loss and tax credit carry forwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is used to reduce deferred tax assets when uncertainty exists regarding their realization. | ||
A valuation allowance is recorded to reduce previously recorded tax assets when it becomes more-likely-than-not that such assets will not be realized. The Company evaluates, at least annually, net operating loss carry forwards and other net deferred tax assets and considers all available evidence, both positive and negative, to determine whether a valuation allowance is necessary relative to net operating loss carry forwards and other net deferred tax assets. In making this determination, the Company considers cumulative losses in recent years as significant negative evidence. The Company considers recent years to mean the current year plus the two preceding years. The Company considers the recent cumulative income or loss position of its filings groups as objectively verifiable evidence for the projection of future income, which consists primarily of determining the average of the pre-tax income of the current and prior two years after adjusting for certain items not indicative of future performance. Based on this analysis, the Company determines whether a valuation allowance is necessary. | ||
U.S. Federal income taxes are not provided on unremitted earnings of subsidiaries operating outside the U.S. because it is the Company’s intention to permanently reinvest undistributed earnings in the subsidiary. These earnings would become subject to income tax if they were remitted as dividends or loaned to a U.S. affiliate. Determination of the amount of unrecognized deferred U.S. income tax liability on these unremitted earnings is not practicable. | ||
The Company has performed an evaluation and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. | ||
The Company’s policy is to record interest and penalties related to income tax matters as income tax expense. | ||
Earnings Per Share | Earnings Per Share | |
Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income attributable to common stockholders, adjusted for the effect of assumed conversions of convertible notes and preferred stock, by the weighted average number of common shares outstanding, including potentially dilutive common share equivalents, if the effect is dilutive. Potentially dilutive common shares equivalents consist of incremental shares of common stock issuable upon exercise of stock options and warrants, settlement of restricted stock units, and conversion of convertible notes | ||
Debt Issuance Costs | Debt Issuance Costs | |
Costs related to debt issuance are capitalized and amortized as interest expense over the term of the related debt using the straight-line method, which approximates the effective interest method. Upon the repayment of debt, the Company accelerates the recognition of an appropriate amount of the costs as interest expense. | ||
Capitalization of Interest | Capitalization of Interest | |
Interest costs are capitalized for qualifying in-process software development projects. Capitalization of interest commences when activities to prepare the asset are in progress, and expenditures and borrowing costs are being incurred. Interest costs are capitalized until the assets are ready for their intended use. Capitalized interest is added to the cost of the underlying assets and amortized over the estimated useful lives of the assets. | ||
Stock-Based Compensation | Stock-Based Compensation | |
Stock-based compensation expense for share-based payments, related to stock option and restricted stock awards, is recognized based on their grant-date fair values. The Company recognizes compensation expense, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. Estimated forfeitures are based on historical experience. | ||
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. | ||
Significant items subject to estimates and assumptions include application of the percentage-of-completion method of revenue recognition, the carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, share-based compensation expense and valuation allowances for accounts receivable, inventories, and deferred tax assets. | ||
Reclassifications | Reclassifications | |
Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications did not impact net income. | ||
New Accounting Pronouncements | New Accounting Pronouncements | |
(a) Application of New Accounting Standards | ||
Effective January 1, 2014, the Company adopted the accounting guidance in Accounting Standards Update ("ASU") No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which provides guidance for reporting unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. Implementation of this standard did not have a material effect on the consolidated financial statements. | ||
(b) New Accounting Requirements and Disclosures | ||
In April 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-08, "Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which amends the definition of a discontinued operation by raising the threshold for a disposal to qualify as discontinued operations. The ASU will also require entities to provide additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued operations criteria. The pronouncement is effective prospectively for all disposals (except disposals classified as held for sale before the adoption date) of components initially classified as held for sale in periods beginning on or after December 15, 2014. Early adoption is permitted. The Company is currently evaluating this guidance and does not expect that adoption will have a material effect on the consolidated financial statements. | ||
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." The ASU will supersede most of the existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity's nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The pronouncement is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and is to be applied retrospectively, with early application not permitted. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures. | ||
In June 2014, the FASB issued ASU No. 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period." The ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The ASU is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is evaluating the potential impacts of the new standard on its existing stock-based compensation plans. | ||
In November 2014, the FASB issued ASU No. 2014-17, "Business Combinations: Pushdown Accounting." This ASU provides companies with the option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The election to apply pushdown accounting can be made either in the period in which the change of control occurred, or in a subsequent period. This ASU is effective on November 18, 2014. Implementation of this standard is not expected to have a material effect on the consolidated financial statements. | ||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Schedule of changes in the allowance for doubtful accounts | Changes in the allowance for doubtful accounts are as follows (in thousands): | |||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance, beginning of year | $ | 872 | $ | 714 | $ | 571 | ||||||
Charged to provision for doubtful accounts | 481 | 570 | 512 | |||||||||
Write-offs | (506 | ) | (412 | ) | (369 | ) | ||||||
Balance, end of year | $ | 847 | $ | 872 | $ | 714 | ||||||
Schedule of depreciation or amortization of property and equipment | Depreciation or amortization of property and equipment, including assets held under capital leases, is calculated using the straight-line method over the asset’s estimated useful life as follows: | |||||||||||
Buildings and leasehold | ||||||||||||
improvements | 2-30 years | |||||||||||
Machinery, equipment and rental | ||||||||||||
tools | 7-10 years | |||||||||||
Furniture and fixtures | 3 years | |||||||||||
Transportation equipment | 2-5 years | |||||||||||
Computer equipment and software | 3-7 years |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Acquisition purchase price | The Company acquired 100% of the outstanding shares of Florida Chemical's common stock. The purchase consideration transferred was 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 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 | Pro forma financial information is as follows (in thousands, except per share data): | ||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Revenue | $ | 395,407 | $ | 391,786 | |||||
Net income | 38,271 | 53,902 | |||||||
Earnings per common share: | |||||||||
Basic | $ | 0.73 | $ | 1.05 | |||||
Diluted | $ | 0.7 | $ | 0.98 | |||||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||||||
Components of supplemental cash flow information | Supplemental cash flow information is as follows (in thousands): | |||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Supplemental non-cash investing and financing activities: | ||||||||||||
Value of common stock issued in acquisitions | $ | 2,043 | $ | 52,711 | $ | — | ||||||
Final Florida Chemical acquisition adjustment | 1,162 | — | — | |||||||||
Fair value of warrant liability reclassified to additional paid-in capital | — | — | 13,973 | |||||||||
Value of common stock issued in payment of accrued liability | 600 | — | — | |||||||||
Equipment acquired through capital leases | — | 754 | 1,263 | |||||||||
Exercise of stock options by common stock surrender | 1,198 | 3,907 | — | |||||||||
Supplemental cash payment information: | ||||||||||||
Interest paid | $ | 1,285 | $ | 1,859 | $ | 5,521 | ||||||
Income taxes paid | 22,389 | 17,783 | 14,049 | |||||||||
Revenue_Tables
Revenue (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Revenue [Abstract] | ||||||||||||
Differentiation of revenue and cost of revenue | Revenue and cost of revenue by source are as follows (in thousands): | |||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenue: | ||||||||||||
Products | $ | 354,356 | $ | 282,639 | $ | 224,777 | ||||||
Rentals | 65,549 | 62,042 | 67,938 | |||||||||
Services | 29,252 | 26,384 | 20,113 | |||||||||
$ | 449,157 | $ | 371,065 | $ | 312,828 | |||||||
Cost of Revenue: | ||||||||||||
Products | $ | 214,417 | $ | 180,800 | $ | 135,367 | ||||||
Rentals | 31,285 | 24,987 | 30,618 | |||||||||
Services | 12,385 | 9,916 | 8,051 | |||||||||
Depreciation | 8,111 | 7,835 | 7,173 | |||||||||
$ | 266,198 | $ | 223,538 | $ | 181,209 | |||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Inventory Disclosure [Abstract] | ||||||||||||
Components of Inventory | Inventories are as follows (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Raw materials | $ | 31,581 | $ | 13,953 | ||||||||
Work-in-process | 3,129 | 1,904 | ||||||||||
Finished goods | 51,248 | 50,019 | ||||||||||
Inventories | 85,958 | 65,876 | ||||||||||
Less reserve for excess and obsolete inventory | — | (2,744 | ) | |||||||||
Inventories, net | $ | 85,958 | $ | 63,132 | ||||||||
Schedule of changes in the reserve for excess and obsolete inventory | Changes in the reserve for excess and obsolete inventory are as follows (in thousands): | |||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance, beginning of year | $ | 2,744 | $ | 2,752 | $ | 2,679 | ||||||
Charged to costs and expenses | 358 | 1,330 | 882 | |||||||||
Deductions | (3,102 | ) | (1,338 | ) | (809 | ) | ||||||
Balance, end of the year | $ | — | $ | 2,744 | $ | 2,752 | ||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Components of property, plant and equipment | Property and equipment are as follows (in thousands): | |||||||
31-Dec | ||||||||
2014 | 2013 | |||||||
Land | $ | 6,780 | $ | 5,088 | ||||
Buildings and leasehold improvements | 33,765 | 32,269 | ||||||
Machinery, equipment and rental tools | 80,731 | 71,073 | ||||||
Equipment in progress | 7,299 | 4,601 | ||||||
Furniture and fixtures | 2,528 | 2,400 | ||||||
Transportation equipment | 6,566 | 6,340 | ||||||
Computer equipment and software | 7,605 | 7,617 | ||||||
Property and equipment | 145,274 | 129,388 | ||||||
Less accumulated depreciation | (59,163 | ) | (50,274 | ) | ||||
Property and equipment, net | $ | 86,111 | $ | 79,114 | ||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Schedule of 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 | Downhole | Teledrift® | Production Technologies | Total | |||||||||||||||||||
Tools | ||||||||||||||||||||||||
Balance at December 31, 2012: | ||||||||||||||||||||||||
Goodwill | $ | 11,610 | $ | — | $ | 43,009 | $ | 46,396 | $ | 5,861 | $ | 106,876 | ||||||||||||
Accumulated impairment losses | — | — | (43,009 | ) | (31,063 | ) | (5,861 | ) | (79,933 | ) | ||||||||||||||
Goodwill balance, net | 11,610 | — | — | 15,333 | — | 26,943 | ||||||||||||||||||
Activity during the year 2013: | ||||||||||||||||||||||||
Goodwill impairment recognized | — | — | — | — | — | — | ||||||||||||||||||
Acquisition goodwill recognized | 18,686 | 20,642 | — | — | — | 39,328 | ||||||||||||||||||
Balance at December 31, 2013: | ||||||||||||||||||||||||
Goodwill | 30,296 | 20,642 | 43,009 | 46,396 | 5,861 | 146,204 | ||||||||||||||||||
Accumulated impairment losses | — | — | (43,009 | ) | (31,063 | ) | (5,861 | ) | (79,933 | ) | ||||||||||||||
Goodwill balance, net | 30,296 | 20,642 | — | 15,333 | — | 66,271 | ||||||||||||||||||
Activity during the year 2014: | ||||||||||||||||||||||||
Goodwill impairment recognized | — | — | — | — | — | — | ||||||||||||||||||
Acquisition goodwill recognized | 6,022 | (1,162 | ) | — | — | — | 4,860 | |||||||||||||||||
Balance at December 31, 2014: | ||||||||||||||||||||||||
Goodwill | 36,318 | 19,480 | 43,009 | 46,396 | 5,861 | 151,064 | ||||||||||||||||||
Accumulated impairment losses | — | — | (43,009 | ) | (31,063 | ) | (5,861 | ) | (79,933 | ) | ||||||||||||||
Goodwill balance, net | $ | 36,318 | $ | 19,480 | $ | — | $ | 15,333 | $ | — | $ | 71,131 | ||||||||||||
Other_Intangible_Assets_Tables
Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Schedule of other intangible assets | Other intangible assets are as follows (in thousands): | |||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Cost | Accumulated | Cost | Accumulated | |||||||||||||
Amortization | Amortization | |||||||||||||||
Finite lived intangible assets: | ||||||||||||||||
Patents and technology | $ | 20,061 | $ | 4,569 | $ | 18,996 | $ | 3,244 | ||||||||
Customer lists | 52,607 | 11,829 | 52,607 | 9,018 | ||||||||||||
Trademarks and brand names | 7,191 | 2,706 | 7,191 | 2,053 | ||||||||||||
Other | — | — | 191 | — | ||||||||||||
Total finite lived intangible assets acquired | 79,859 | 19,104 | 78,985 | 14,315 | ||||||||||||
Deferred financing costs | 1,655 | 512 | 1,392 | 169 | ||||||||||||
Total amortizable intangible assets | 81,514 | $ | 19,616 | 80,377 | $ | 14,484 | ||||||||||
Indefinite lived intangible assets: | ||||||||||||||||
Trademarks and brand names | 11,630 | 11,630 | ||||||||||||||
Total other intangible assets | $ | 93,144 | $ | 92,007 | ||||||||||||
Carrying value: | ||||||||||||||||
Other intangible assets, net | $ | 73,528 | $ | 77,523 | ||||||||||||
Schedule of estimated future amortization expense | Estimated future amortization expense for other intangible assets, including deferred financing costs, at December 31, 2014 is as follows (in thousands): | |||||||||||||||
Year ending December 31, | ||||||||||||||||
2015 | $ | 5,104 | ||||||||||||||
2016 | 4,872 | |||||||||||||||
2017 | 4,718 | |||||||||||||||
2018 | 4,457 | |||||||||||||||
2019 | 4,247 | |||||||||||||||
Thereafter | 38,500 | |||||||||||||||
Other intangible assets, net | $ | 61,898 | ||||||||||||||
LongTerm_Debt_and_Credit_Facil1
Long-Term Debt and Credit Facility (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Components of long-term debt | Long-term debt is as follows (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Long-term debt: | |||||||||||||
Borrowings under revolving credit facility | $ | 8,500 | $ | 16,272 | |||||||||
Term loan | 35,541 | 45,833 | |||||||||||
Total long-term debt | 44,041 | 62,105 | |||||||||||
Less current portion of long-term debt | (18,643 | ) | (26,415 | ) | |||||||||
Long-term debt, less current portion | $ | 25,398 | $ | 35,690 | |||||||||
Schedule of maturities of long-term debt | Maturities of long-term debt at December 31, 2014 are as follows (in thousands): | ||||||||||||
Year ending December 31, | Revolving Credit Facility | Term Loan | Total | ||||||||||
2015 | $ | 8,500 | $ | 10,143 | $ | 18,643 | |||||||
2016 | — | 7,143 | 7,143 | ||||||||||
2017 | — | 7,143 | 7,143 | ||||||||||
2018 | — | 11,112 | 11,112 | ||||||||||
Total | $ | 8,500 | $ | 35,541 | $ | 44,041 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Carrying value and estimated fair value of convertible notes and long-term debt | The carrying value and estimated fair value of the Company’s long-term debt are as follows (in thousands): | |||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Value | Value | Value | Value | |||||||||||||
Borrowings under revolving credit facility | $ | 8,500 | $ | 8,500 | $ | 16,272 | $ | 16,272 | ||||||||
Term loan | 35,541 | 35,541 | 45,833 | 45,833 | ||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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): | |||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income attributable to common stockholders - Basic | $ | 53,603 | $ | 36,178 | $ | 49,791 | ||||||
Impact of assumed conversions: | ||||||||||||
Interest on convertible notes | — | — | 1,959 | |||||||||
Net income attributable to common stockholders - Diluted | $ | 53,603 | $ | 36,178 | $ | 51,750 | ||||||
Weighted average common shares outstanding - Basic | 54,511 | 51,346 | 48,185 | |||||||||
Assumed conversions: | ||||||||||||
Incremental common shares from warrants | 121 | 1,355 | 1,560 | |||||||||
Incremental common shares from stock options | 880 | 1,133 | 992 | |||||||||
Incremental common shares from restricted stock units | 14 | 7 | 116 | |||||||||
Incremental common shares from convertible senior notes | — | — | 2,701 | |||||||||
Weighted average common shares outstanding - Diluted | 55,526 | 53,841 | 53,554 | |||||||||
Basic earnings per common share | $ | 0.98 | $ | 0.7 | $ | 1.03 | ||||||
Diluted earnings per common share | $ | 0.97 | $ | 0.67 | $ | 0.97 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of components of income tax provision (benefit) | Components of the income tax expense (benefit) are as follows (in thousands): | |||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 21,468 | $ | 15,225 | $ | 12,072 | ||||||
State | 684 | 3,322 | 1,450 | |||||||||
Foreign | 1,627 | 1,432 | 891 | |||||||||
Total current | 23,779 | 19,979 | 14,413 | |||||||||
Deferred: | ||||||||||||
Federal | 2,573 | 1,336 | (18,836 | ) | ||||||||
State | (1,071 | ) | (543 | ) | 90 | |||||||
Total deferred | 1,502 | 793 | (18,746 | ) | ||||||||
Income tax expense (benefit) | $ | 25,281 | $ | 20,772 | $ | (4,333 | ) | |||||
Schedule of effective income tax rate reconciliation | A reconciliation of the U.S. federal statutory tax rate to the effective income tax rate is as follows: | |||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal statutory tax rate | 35 | % | 35 | % | 35 | % | ||||||
State income taxes, net of federal benefit | 2.3 | 2.8 | 2.3 | |||||||||
Return to accrual adjustments | (0.9 | ) | 0.2 | (1.3 | ) | |||||||
Change in valuation allowance | — | — | (41.0 | ) | ||||||||
Warrant liability fair value adjustment | — | — | (2.0 | ) | ||||||||
Domestic production activities deduction | (2.5 | ) | (2.6 | ) | (3.0 | ) | ||||||
Other | (1.9 | ) | 1.1 | 0.5 | ||||||||
Effective income tax rate | 32 | % | 36.5 | % | (9.5 | )% | ||||||
Schedule of deferred tax assets and liabilities | The components of deferred tax assets and liabilities are as follows (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 10,183 | $ | 11,665 | ||||||||
Allowance for doubtful accounts | 369 | 383 | ||||||||||
Inventory valuation reserves | 1,896 | 1,503 | ||||||||||
Equity compensation | 4,146 | 3,693 | ||||||||||
Accrued compensation | 75 | 598 | ||||||||||
Other | 1 | 1 | ||||||||||
Total gross deferred tax assets | 16,670 | 17,843 | ||||||||||
Valuation allowance | (809 | ) | (856 | ) | ||||||||
Total deferred tax assets, net | 15,861 | 16,987 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Property and equipment | (12,066 | ) | (12,374 | ) | ||||||||
Intangible assets and goodwill | (9,823 | ) | (9,587 | ) | ||||||||
Convertible debt | (4,126 | ) | (5,020 | ) | ||||||||
Prepaid insurance and other | (225 | ) | (47 | ) | ||||||||
Total gross deferred tax liabilities | (26,240 | ) | (27,028 | ) | ||||||||
Net deferred tax (liabilities) assets | $ | (10,379 | ) | $ | (10,041 | ) | ||||||
Deferred taxes are presented in the balance sheets as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Current deferred tax assets | $ | 2,696 | $ | 2,522 | ||||||||
Non-current deferred tax assets | 12,907 | 15,012 | ||||||||||
Non-current deferred tax liabilities | (25,982 | ) | (27,575 | ) | ||||||||
Net deferred tax (liabilities) assets | $ | (10,379 | ) | $ | (10,041 | ) |
Common_Stock_Tables
Common Stock (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Schedule of reconciliation of changes in common shares issued | A reconciliation of the changes in common shares issued is as follows: | |||||||||||||
Year ended December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Shares issued at the beginning of the year | 58,265,911 | 53,123,978 | ||||||||||||
Issued in purchase of Florida Chemical Company, Inc. | — | 3,284,180 | ||||||||||||
Issued in purchases of Eclipse IOR Services, LLC and SiteLark, LLC | 99,681 | — | ||||||||||||
Issued in payment of accrued liability | 27,101 | — | ||||||||||||
Issued upon exercise of warrants | 1,277,250 | 267,000 | ||||||||||||
Issued from restricted stock units | — | 217,089 | ||||||||||||
Issued as restricted stock award grants | 525,120 | 802,164 | ||||||||||||
Issued upon exercise of stock options | 311,954 | 571,500 | ||||||||||||
Retirement of treasury shares | (5,873,291 | ) | — | |||||||||||
Shares issued at the end of the year | 54,633,726 | 58,265,911 | ||||||||||||
Schedule of stock option activity | Stock option activity for the year ended December 31, 2014 is as follows: | |||||||||||||
Options | Shares | Weighted-Average | Weighted-Average | Aggregate | ||||||||||
Exercise | Remaining | Intrinsic Value | ||||||||||||
Price | Contractual Term | |||||||||||||
(in years) | ||||||||||||||
Outstanding as of January 1, 2014 | 1,864,042 | $ | 4.95 | |||||||||||
Exercised | (311,954 | ) | 5.32 | |||||||||||
Forfeited | (7,128 | ) | 17.58 | |||||||||||
Expired | — | — | ||||||||||||
Outstanding as of December 31, 2014 | 1,544,960 | $ | 4.81 | 1.81 | $ | 21,497,484 | ||||||||
Vested or expected to vest at | ||||||||||||||
December 31, 2014 | 1,544,960 | $ | 4.81 | 1.81 | $ | 21,497,484 | ||||||||
Options exercisable as of | ||||||||||||||
December 31, 2014 | 1,544,960 | $ | 4.81 | 1.81 | $ | 21,497,484 | ||||||||
Schedule of restricted stock activity | Restricted stock share activity for the year ended December 31, 2014 is as follows: | |||||||||||||
Restricted Stock Shares | Shares | Weighted- | ||||||||||||
Average Fair | ||||||||||||||
Value at Date of | ||||||||||||||
Grant | ||||||||||||||
Non-vested at January 1, 2014 | 1,067,655 | $ | 12.78 | |||||||||||
Granted | 349,544 | 27.29 | ||||||||||||
RSAs converted from 2013 restricted stock units | 175,576 | 16.35 | ||||||||||||
Vested | (705,566 | ) | 13.65 | |||||||||||
Forfeited | (60,691 | ) | 14.89 | |||||||||||
Non-vested at December 31, 2014 | 826,518 | $ | 18.78 | |||||||||||
Schedule of restricted stock unit activity | Restricted stock unit share activity for the year ended December 31, 2014 is as follows: | |||||||||||||
Restricted Stock Unit Shares | Shares | Weighted- | ||||||||||||
Average Fair | ||||||||||||||
Value at Date of | ||||||||||||||
Grant | ||||||||||||||
RSU share equivalents at January 1, 2014 | 175,576 | $ | 16.35 | |||||||||||
2013 RSUs converted to RSAs in 2014 | (175,576 | ) | 16.35 | |||||||||||
Share equivalents earned in 2014 | 352,254 | 24.66 | ||||||||||||
RSU share equivalents at December 31, 2014 | 352,254 | $ | 24.66 | |||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of future minimum lease payments under operating leases | Future minimum lease payments under operating leases at December 31, 2014 are as follows (in thousands): | ||||
Year ending December 31, | Minimum | ||||
Lease | |||||
Payments | |||||
2015 | $ | 2,440 | |||
2016 | 2,647 | ||||
2017 | 2,274 | ||||
2018 | 2,060 | ||||
2019 | 1,869 | ||||
Thereafter | 13,918 | ||||
Total | $ | 25,208 | |||
Business_Segment_Geographic_an1
Business Segment, Geographic and Major Customer Information (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
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 year ended December 31, | Energy Chemical Technologies | Consumer and Industrial Chemical Technologies | Drilling Technologies | Production Technologies | Corporate and | Total | |||||||||||||||||||
Other | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 268,761 | $ | 51,091 | $ | 113,302 | $ | 16,003 | $ | — | $ | 449,157 | |||||||||||||
Gross margin | 117,867 | 12,897 | 45,651 | 6,544 | — | 182,959 | |||||||||||||||||||
Income (loss) from operations | 84,846 | 6,558 | 19,022 | 3,246 | (32,784 | ) | 80,888 | ||||||||||||||||||
Depreciation and amortization | 4,401 | 2,138 | 9,808 | 327 | 1,174 | 17,848 | |||||||||||||||||||
Total assets | 156,596 | 87,412 | 147,584 | 21,843 | 9,841 | 423,276 | |||||||||||||||||||
Capital expenditures | 6,983 | 115 | 9,626 | 942 | 2,241 | 19,907 | |||||||||||||||||||
2013 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 200,932 | $ | 42,927 | $ | 112,406 | $ | 14,800 | $ | — | $ | 371,065 | |||||||||||||
Gross margin | 88,536 | 10,659 | 43,156 | 5,176 | — | 147,527 | |||||||||||||||||||
Income (loss) from operations | 65,396 | 6,260 | 18,306 | 3,060 | (34,296 | ) | 58,726 | ||||||||||||||||||
Depreciation and amortization | 3,160 | 1,126 | 9,632 | 250 | 941 | 15,109 | |||||||||||||||||||
Total assets | 127,119 | 86,640 | 135,738 | 16,647 | 9,437 | 375,581 | |||||||||||||||||||
Capital expenditures | 5,225 | 183 | 6,326 | 1,749 | 1,524 | 15,007 | |||||||||||||||||||
2012 | |||||||||||||||||||||||||
Net revenue from external customers | $ | 183,986 | $ | — | $ | 116,736 | $ | 12,106 | $ | — | $ | 312,828 | |||||||||||||
Gross margin | 81,438 | — | 45,709 | 4,472 | — | 131,619 | |||||||||||||||||||
Income (loss) from operations | 65,440 | — | 22,282 | 3,395 | (32,496 | ) | 58,621 | ||||||||||||||||||
Depreciation and amortization | 1,765 | — | 9,115 | 206 | 497 | 11,583 | |||||||||||||||||||
Total assets | 59,195 | — | 118,771 | 11,189 | 30,712 | 219,867 | |||||||||||||||||||
Capital expenditures | 3,553 | — | 12,264 | 77 | 4,807 | 20,701 | |||||||||||||||||||
Revenue by major customers | Revenue from major customers, as a percentage of consolidated revenue, is as follows: | ||||||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Customer A | 16.10% | 16.20% | 15.60% | ||||||||||||||||||||||
Customer B | * | * | 10.00% | ||||||||||||||||||||||
*This customer did not account for more than 10% of revenue. | |||||||||||||||||||||||||
Revenue by country is based on the location where services are provided and products are used. No individual country other than the United States ("U.S.") accounted for more than 10% of revenue. Revenue by geographic location is as follows (in thousands): | |||||||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
U.S. | $ | 370,087 | $ | 319,649 | $ | 272,945 | |||||||||||||||||||
Other countries | 79,070 | 51,416 | 39,883 | ||||||||||||||||||||||
Total | $ | 449,157 | $ | 371,065 | $ | 312,828 | |||||||||||||||||||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Quarterly Financial Data [Abstract] | ||||||||||||||||||||
Schedule of quarterly financial data | ||||||||||||||||||||
First | Second | Third | Fourth | Total | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||
2014 | ||||||||||||||||||||
Revenue | $ | 102,575 | $ | 105,318 | $ | 116,761 | $ | 124,503 | $ | 449,157 | ||||||||||
Gross margin | 43,681 | 42,310 | 46,078 | 50,890 | 182,959 | |||||||||||||||
Net income | 12,018 | 11,041 | 14,272 | 16,272 | 53,603 | |||||||||||||||
Earnings per share (1): | ||||||||||||||||||||
Basic | $ | 0.22 | $ | 0.2 | $ | 0.26 | $ | 0.3 | $ | 0.98 | ||||||||||
Diluted | $ | 0.22 | $ | 0.2 | $ | 0.26 | $ | 0.29 | $ | 0.97 | ||||||||||
2013 | ||||||||||||||||||||
Revenue | $ | 78,243 | $ | 93,586 | $ | 98,388 | $ | 100,848 | $ | 371,065 | ||||||||||
Gross margin | 32,630 | 37,594 | 37,502 | 39,801 | 147,527 | |||||||||||||||
Net income | 7,765 | 8,440 | 8,968 | 11,005 | 36,178 | |||||||||||||||
Earnings per share (1): | ||||||||||||||||||||
Basic | $ | 0.16 | $ | 0.17 | $ | 0.17 | $ | 0.21 | $ | 0.7 | ||||||||||
Diluted | $ | 0.15 | $ | 0.16 | $ | 0.16 | $ | 0.2 | $ | 0.67 | ||||||||||
(1) The sum of the quarterly earnings per share (basic and diluted) may not agree to the earnings per share for the year due to the timing of common stock issuances. |
Organization_and_Nature_of_Ope1
Organization and Nature of Operations (Details) | Dec. 31, 2014 |
country | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries with international presence and/or initiatives, over 20 countries | 20 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Allowance for Doubtful Accounts) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Changes in the allowance for doubtful accounts | |||
Balance, beginning of year | $872 | $714 | $571 |
Charged to provision for doubtful accounts | 481 | 570 | 512 |
Write-offs | -506 | -412 | -369 |
Balance, end of year | $847 | $872 | $714 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Property and Equipment) (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |
Unamortized amount of capitalized software | 4.1 |
Buildings and leasehold improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 2 years |
Buildings and leasehold improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 30 years |
Machinery, equipment and rental tools [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Machinery, equipment and rental tools [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Transportation equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 2 years |
Transportation equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Computer equipment and software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Computer equipment and software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Computer software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Computer software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Other Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 2 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 20 years |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Additional Disclosures) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Lost-in-hole revenue | $4.70 | $5.90 | $4.20 |
Interest Costs Capitalized | $0.10 |
Acquisitions_Additional_Disclo
Acquisitions - Additional Disclosures (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 10-May-13 | Sep. 30, 2014 | Jan. 02, 2014 | Apr. 02, 2014 | |
Business Acquisition [Line Items] | |||||||
Increase in long-term debt | $0 | $26,190,000 | $25,000,000 | ||||
Final adjustment related to acquisition, increase in current deferred tax assets | 1,162,000 | 0 | 0 | ||||
Payments for acquisition, net of cash acquired | 5,704,000 | 53,396,000 | 0 | ||||
Florida Chemical Company, Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percent of membership interests acquired | 100.00% | ||||||
Increase in long-term debt | 25,000,000 | ||||||
Additional borrowing on credit facility | 28,700,000 | ||||||
Common stock, shares issued | 3,284,180 | ||||||
Revenue of the acquired business from the date of acquisition | 50,900,000 | ||||||
Income from operations of the acquired business from the date of acquisition | 10,000,000 | ||||||
Total purchase price | 106,438,000 | ||||||
Final adjustment related to acquisition, increase in current deferred tax assets | 1,200,000 | ||||||
Consideration transferred, cash payments | 49,500,000 | ||||||
EOGA [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percent of membership interests acquired | 100.00% | ||||||
Common stock, shares issued | 94,354 | ||||||
Payments for acquisition, net of cash acquired | 5,300,000 | ||||||
SiteLark [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percent of membership interests acquired | 100.00% | ||||||
Common stock, shares issued | 5,327 | ||||||
Consideration transferred, cash payments | 400,000 | ||||||
Selling, General and Administrative Expenses [Member] | Florida Chemical Company, Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition costs incurred | $1,400,000 |
Acquisitions_Purchase_Price_De
Acquisitions - 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 | 3,284,180 |
Repayment of debt | 4,227 |
Total purchase price | $106,438 |
Acquisitions_Purchase_Price_Al
Acquisitions - Purchase Price Allocation (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 10-May-13 |
In Thousands, unless otherwise specified | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $71,131 | $66,271 | $26,943 | |
Florida Chemical Company, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 331 | |||
Net working capital, net of cash | 15,574 | |||
Other assets | 205 | |||
Goodwill | 39,328 | |||
Deferred tax impact of valuation adjustment | -25,170 | |||
Total purchase price allocation | 106,438 | |||
Personal Property [Member] | Florida Chemical Company, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Property and equipment | 13,400 | |||
Real Property [Member] | Florida Chemical Company, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Property and equipment | 6,750 | |||
Customer relationships [Member] | Florida Chemical Company, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | 29,270 | |||
Trade names [Member] | Florida Chemical Company, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | 12,670 | |||
Proprietary technology [Member] | Florida Chemical Company, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | $14,080 |
Acquisitions_Pro_Forma_Details
Acquisitions - Pro Forma (Details) (Florida Chemical Company, Inc [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Florida Chemical Company, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $395,407 | $391,786 |
Net income | $38,271 | $53,902 |
Earnings per common share: | ||
Basic (in dollars per share) | $0.73 | $1.05 |
Diluted (in dollars per share) | $0.70 | $0.98 |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 14, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental non-cash investing and financing activities: | ||||
Supplemental non-cash investing and financing activities: | $2,043 | $52,711 | $0 | |
Final Florida Chemical acquisition adjustment | 1,162 | 0 | 0 | |
Fair value of warrant liability reclassified to additional paid-in-capital | 14,000 | 0 | 0 | 13,973 |
Value of common stock issued in payment of accrued liability | 600 | 0 | 0 | |
Equipment acquired through capital leases | 0 | 754 | 1,263 | |
Exercise of stock options by common stock surrender | 1,198 | 3,907 | 0 | |
Supplemental cash payment information: | ||||
Interest paid | 1,285 | 1,859 | 5,521 | |
Income taxes paid | $22,389 | $17,783 | $14,049 |
Revenue_Details
Revenue (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||||||||||
Products | $354,356 | $282,639 | $224,777 | ||||||||
Rentals | 65,549 | 62,042 | 67,938 | ||||||||
Services | 29,252 | 26,384 | 20,113 | ||||||||
Total revenues | 124,503 | 116,761 | 105,318 | 102,575 | 100,848 | 98,388 | 93,586 | 78,243 | 449,157 | 371,065 | 312,828 |
Cost of Revenue: | |||||||||||
Products | 214,417 | 180,800 | 135,367 | ||||||||
Rentals | 31,285 | 24,987 | 30,618 | ||||||||
Services | 12,385 | 9,916 | 8,051 | ||||||||
Depreciation | 8,111 | 7,835 | 7,173 | ||||||||
Total cost of revenue | $266,198 | $223,538 | $181,209 |
Inventories_Schedule_of_Invent
Inventories (Schedule of Inventory) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | |
Components of Inventory | |||
Raw materials | $31,581,000 | $13,953,000 | |
Work-in-process | 3,129,000 | 1,904,000 | |
Finished goods | 51,248,000 | 50,019,000 | |
Inventories | 85,958,000 | 65,876,000 | |
Less reserve for excess and obsolete inventory | 0 | -2,744,000 | |
Inventories, net | 85,958,000 | 63,132,000 | |
Write-down for inventory | $2,000,000 | $1,200,000 |
Inventories_Changes_in_Invento
Inventories (Changes in Inventory Reserve) (Details) (Inventory Valuation Reserve [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory Valuation Reserve [Member] | |||
Change in the reserve for excess and obsolete inventory | |||
Balance, beginning of year | $2,744 | $2,752 | $2,679 |
Charged to costs and expenses | 358 | 1,330 | 882 |
Deductions | -3,102 | -1,338 | -809 |
Balance, end of the year | $0 | $2,744 | $2,752 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Components of Property, Plant and Equipment | ||
Land | $6,780 | $5,088 |
Buildings and leasehold improvements | 33,765 | 32,269 |
Machinery, equipment and rental tools | 80,731 | 71,073 |
Equipment in progress | 7,299 | 4,601 |
Furniture and fixtures | 2,528 | 2,400 |
Property and equipment | 145,274 | 129,388 |
Less accumulated depreciation | -59,163 | -50,274 |
Property and equipment, net | 86,111 | 79,114 |
Transportation equipment [Member] | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 6,566 | 6,340 |
Computer equipment and software [Member] | ||
Components of Property, Plant and Equipment | ||
Property and equipment | $7,605 | $7,617 |
Property_and_Equipment_Additio
Property and Equipment (Additional Disclosures) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense, inclusive of expense captured in cost of revenue | $13,100,000 | $11,200,000 | $9,500,000 |
Impairment related to property and equipment | $0 | $0 | $0 |
Goodwill_Details
Goodwill (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | 31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 |
Changes in the carrying value of goodwill: | |||
Goodwill, beginning balance | $146,204 | $106,876 | |
Accumulated impairment losses, beginning balance | -79,933 | -79,933 | |
Goodwill balance, net, beginnging balance | 66,271 | 26,943 | |
Goodwill impairment recognized | 0 | 0 | |
Acquisition goodwill recognized | 39,300 | 4,860 | 39,328 |
Goodwill, ending balance | 151,064 | 146,204 | |
Accumulated impairment losses, ending balance | -79,933 | -79,933 | |
Goodwill balance, net, ending balance | 71,131 | 66,271 | |
Energy Chemical Technologies [Member] | |||
Changes in the carrying value of goodwill: | |||
Goodwill, beginning balance | 30,296 | 11,610 | |
Accumulated impairment losses, beginning balance | 0 | 0 | |
Goodwill balance, net, beginnging balance | 30,296 | 11,610 | |
Goodwill impairment recognized | 0 | 0 | |
Acquisition goodwill recognized | 18,700 | 6,022 | 18,686 |
Goodwill, ending balance | 36,318 | 30,296 | |
Accumulated impairment losses, ending balance | 0 | 0 | |
Goodwill balance, net, ending balance | 36,318 | 30,296 | |
Consumer and Industrial Chemical Technologies [Member] | |||
Changes in the carrying value of goodwill: | |||
Goodwill, beginning balance | 20,642 | 0 | |
Accumulated impairment losses, beginning balance | 0 | 0 | |
Goodwill balance, net, beginnging balance | 20,642 | 0 | |
Goodwill impairment recognized | 0 | 0 | |
Acquisition goodwill recognized | 20,600 | -1,162 | 20,642 |
Goodwill, ending balance | 19,480 | 20,642 | |
Accumulated impairment losses, ending balance | 0 | 0 | |
Goodwill balance, net, ending balance | 19,480 | 20,642 | |
Downhole Tool [Member] | |||
Changes in the carrying value of goodwill: | |||
Goodwill, beginning balance | 43,009 | 43,009 | |
Accumulated impairment losses, beginning balance | -43,009 | -43,009 | |
Goodwill balance, net, beginnging balance | 0 | 0 | |
Goodwill impairment recognized | 0 | 0 | |
Acquisition goodwill recognized | 0 | 0 | |
Goodwill, ending balance | 43,009 | 43,009 | |
Accumulated impairment losses, ending balance | -43,009 | -43,009 | |
Goodwill balance, net, ending balance | 0 | 0 | |
Teledrift [Member] | |||
Changes in the carrying value of goodwill: | |||
Goodwill, beginning balance | 46,396 | 46,396 | |
Accumulated impairment losses, beginning balance | -31,063 | -31,063 | |
Goodwill balance, net, beginnging balance | 15,333 | 15,333 | |
Goodwill impairment recognized | 0 | 0 | |
Acquisition goodwill recognized | 0 | 0 | |
Goodwill, ending balance | 46,396 | 46,396 | |
Accumulated impairment losses, ending balance | -31,063 | -31,063 | |
Goodwill balance, net, ending balance | 15,333 | 15,333 | |
Production Technologies [Member] | |||
Changes in the carrying value of goodwill: | |||
Goodwill, beginning balance | 5,861 | 5,861 | |
Accumulated impairment losses, beginning balance | -5,861 | -5,861 | |
Goodwill balance, net, beginnging balance | 0 | 0 | |
Goodwill impairment recognized | 0 | 0 | |
Acquisition goodwill recognized | 0 | 0 | |
Goodwill, ending balance | 5,861 | 5,861 | |
Accumulated impairment losses, ending balance | -5,861 | -5,861 | |
Goodwill balance, net, ending balance | $0 | $0 |
Goodwill_Additional_Disclosure
Goodwill (Additional Disclosures) (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | 31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
reporting_unit | ||||
segment | ||||
Goodwill [Line Items] | ||||
Number of reporting units | 5 | |||
Number of reporting units with goodwill balance | 3 | |||
Goodwill acquired | $39,300 | $4,860 | $39,328 | |
Final Florida Chemical acquisition adjustment | 1,162 | 0 | 0 | |
Energy Chemical Technologies [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill acquired | 18,700 | 6,022 | 18,686 | |
Consumer and Industrial Chemical Technologies [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill acquired | $20,600 | ($1,162) | $20,642 |
Other_Intangible_Assets_Schedu
Other Intangible Assets (Schedule of Intangible Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | $81,514 | $80,377 |
Finite-lived intangible assets, accumulated amortization | 19,616 | 14,484 |
Total other intangible assets | 93,144 | 92,007 |
Other intangible assets, net | 73,528 | 77,523 |
Acquired Intangible Assets [Member] | ||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | 79,859 | 78,985 |
Finite-lived intangible assets, accumulated amortization | 19,104 | 14,315 |
Patents [Member] | ||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | 20,061 | 18,996 |
Finite-lived intangible assets, accumulated amortization | 4,569 | 3,244 |
Customer Lists [Member] | ||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | 52,607 | 52,607 |
Finite-lived intangible assets, accumulated amortization | 11,829 | 9,018 |
Trademarks and brand names [Member] | ||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | 7,191 | 7,191 |
Finite-lived intangible assets, accumulated amortization | 2,706 | 2,053 |
Other [Member] | ||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | 0 | 191 |
Finite-lived intangible assets, accumulated amortization | 0 | 0 |
Deferred Financing Costs [Member] | ||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | 1,655 | 1,392 |
Finite-lived intangible assets, accumulated amortization | 512 | 169 |
Trademarks and brand names [Member] | ||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $11,630 | $11,630 |
Other_Intangible_Assets_Estima
Other Intangible Assets (Estimated Future Amortization Expense) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 | $5,104 |
2016 | 4,872 |
2017 | 4,718 |
2018 | 4,457 |
2019 | 4,247 |
Thereafter | 38,500 |
Other intangible assets, net | $61,898 |
Other_Intangible_Assets_Additi
Other Intangible Assets (Additional Disclosures) (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 10-May-13 | |
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||||
Amortization of other intangible assets | $4,800,000 | $3,900,000 | $2,100,000 | |
Amortization of deferred financing costs | 343,000 | 169,000 | 946,000 | |
Reduction in carrying value of deferred financing costs (less than $0.1 million) | 100,000 | 1,800,000 | ||
Impairment loss | 0 | 0 | 0 | |
Minimum [Member] | ||||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||||
Amortization period | 2 years | |||
Maximum [Member] | ||||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||||
Amortization period | 20 years | |||
Patents and technology Member] | ||||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||||
Acquired finite lived intangible assets | 14,100,000 | |||
Customer Lists [Member] | ||||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||||
Acquired finite lived intangible assets | 29,300,000 | |||
Trademarks and brand names [Member] | ||||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||||
Acquired finite lived intangible assets | 1,000,000 | |||
Trademarks and brand names [Member] | ||||
Schedule of Finite and Indefinite Lived Intangible Assets [Line Items] | ||||
Acquired indefinite lived intangible assets | $11,600,000 |
LongTerm_Debt_and_Credit_Facil2
Long-Term Debt and Credit Facility (Schedule of Long-Term Debt) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $44,041 | $62,105 |
Less current portion of long-term debt | -18,643 | -26,415 |
Long-term debt, less current portion | 25,398 | 35,690 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 8,500 | 16,272 |
Term loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $35,541 | $45,833 |
LongTerm_Debt_and_Credit_Facil3
Long-Term Debt and Credit Facility (Credit Facility) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | 10-May-13 | |
Debt Instrument [Line Items] | ||
Credit facility, financial covenant, EBIDTDA to debt ratio, upper range | 1.1 | |
Credit facility, financial covenant, funded debt to adjusted EBITDA ratio | 4 | |
Annual limit on capital expenditures | $36,000,000 | |
Covenant, Percent of Adjusted EBITDA Which Must Be Prepaid | 25.00% | |
Credit Facility Ceiling Value, Applicable to 25% Of Adjusted EBITDA Which Must Be Paid | 3,000,000 | |
Covenant, Maximum Number of Days From Year End By Which Prepayment of 25% of Adjusted EBTDA is Due | 60 days | |
Excess Cash Flow Minimum Achieved Under Loan Covenant | 3,000,000 | |
Amount Company Will Prepay on Term Loan Due To Covenant Requirement | 3,000,000 | |
Term loan [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | 50,000,000 | 50,000,000 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $75,000,000 | $75,000,000 |
LongTerm_Debt_and_Credit_Facil4
Long-Term Debt and Credit Facility (Revolving Credit Facility) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | 10-May-13 | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $75,000,000 | $75,000,000 |
Credit facility, current borrowing capacity | 66,300,000 | |
Credit facility, remaining borrowing capacity | 57,800,000 | |
Monthly facility fee | 0.25% | |
Amount borrowed | 8,500,000 | |
Letter of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $10,000,000 | |
PNC Bank base lending rate [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Base lending rate | 3.25% | |
Interest rate at period end | 3.75% | |
Minimum [Member] | PNC Bank base lending rate [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Minimum [Member] | LIBOR [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.50% | |
Maximum [Member] | PNC Bank base lending rate [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Maximum [Member] | LIBOR [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 2.00% |
LongTerm_Debt_and_Credit_Facil5
Long-Term Debt and Credit Facility (Term Loan) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | 10-May-13 | |
Debt Instrument [Line Items] | |||
Debt outstanding | $44,041,000 | $62,105,000 | |
Term loan [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | 50,000,000 | 50,000,000 | |
Monthly principal payments | 600,000 | ||
Debt outstanding | 35,541,000 | 45,833,000 | |
PNC Bank base lending rate [Member] | Term loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt outstanding | 500,000 | ||
Interest rate at period end | 4.50% | ||
LIBOR [Member] | Term loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt outstanding | $35,000,000 | ||
Interest rate at period end | 2.41% | ||
Minimum [Member] | PNC Bank base lending rate [Member] | Term loan [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
Minimum [Member] | LIBOR [Member] | Term loan [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.25% | ||
Maximum [Member] | PNC Bank base lending rate [Member] | Term loan [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.75% | ||
Maximum [Member] | LIBOR [Member] | Term loan [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.75% |
LongTerm_Debt_and_Credit_Facil6
Long-Term Debt and Credit Facility Long-Term Debt and Credit Facility (Repaid Convertible Notes and Share Lending Agreement) (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Jan. 22, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 11, 2008 | Feb. 15, 2013 |
Debt Instrument [Line Items] | |||||
Share lending agreement, number of common stock shares loaned | 3,800,000 | ||||
Own share lending arrangement nominal loan fee per share (in dollars per share) | $0.00 | ||||
Return of borrowed shares under share-based, shares | 2,439,558 | 2,439,558 | 1,360,442 | ||
2008 and 2010 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Loss on the extinguishment of debt | 7.3 | ||||
2008 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Notes repurchased | 65.3 | 5.2 | |||
2010 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Notes repurchased | 36 | ||||
Debt Instrument, Unamortized Premium | 2.1 |
LongTerm_Debt_and_Credit_Facil7
Long-Term Debt and Credit Facility (Maturities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Term Loan | ||
2015 | $18,643 | |
2016 | 7,143 | |
2017 | 7,143 | |
2018 | 11,112 | |
Long-term debt | 44,041 | 62,105 |
Revolving Credit Facility [Member] | ||
Term Loan | ||
2015 | 8,500 | |
2016 | 0 | |
2017 | 0 | |
2018 | 0 | |
Long-term debt | 8,500 | 16,272 |
Term loan [Member] | ||
Term Loan | ||
2015 | 10,143 | |
2016 | 7,143 | |
2017 | 7,143 | |
2018 | 11,112 | |
Long-term debt | $35,541 | $45,833 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements (Fair Value of Other Financial Instruments) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Carrying Value [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Borrowings under revolving credit facility | $8,500 | $16,272 |
Term loan | 35,541 | 45,833 |
Fair Value [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Borrowings under revolving credit facility | 8,500 | 16,272 |
Term loan | $35,541 | $45,833 |
Fair_Value_Measurements_Additi
Fair Value Measurements (Additional Disclosures) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Impairment of assets | $0 | $0 | $0 |
Cash equivalents | 0 | 0 | |
Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Non-cash gains recognized as fair value adjustments | $2,600,000 |
Earnings_Per_Share_Basic_and_D
Earnings Per Share (Basic and Diluted Earnings (Loss) Per Common Share) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||
Net income attributable to common stockholders - Basic | $53,603 | $36,178 | $49,791 | |||||||||||||||||
Impact of assumed conversions: | ||||||||||||||||||||
Interest on convertible notes | 0 | 0 | 1,959 | |||||||||||||||||
Net income attributable to common stockholders - Diluted | $53,603 | $36,178 | $51,750 | |||||||||||||||||
Weighted average common shares outstanding - Basic | 54,511 | 51,346 | 48,185 | |||||||||||||||||
Assumed conversions: | ||||||||||||||||||||
Incremental common shares from warrants | 121 | 1,355 | 1,560 | |||||||||||||||||
Incremental common shares from stock options | 880 | 1,133 | 992 | |||||||||||||||||
Incremental common shares from restricted stock units | 14 | 7 | 116 | |||||||||||||||||
Incremental common shares from convertible senior notes | 0 | 0 | 2,701 | |||||||||||||||||
Weighted average common shares outstanding - Diluted | 55,526 | 53,841 | 53,554 | |||||||||||||||||
Basic earnings per common share (in dollars per share) | $0.30 | [1] | $0.26 | [1] | $0.20 | [1] | $0.22 | [1] | $0.21 | [1] | $0.17 | [1] | $0.17 | [1] | $0.16 | [1] | $0.98 | $0.70 | [1] | $1.03 |
Diluted earnings per common share (in dollars per share) | $0.29 | [1] | $0.26 | [1] | $0.20 | [1] | $0.22 | [1] | $0.20 | [1] | $0.16 | [1] | $0.16 | [1] | $0.15 | [1] | $0.97 | $0.67 | [1] | $0.97 |
[1] | The sum of the quarterly earnings per share (basic and diluted) may not agree to the earnings per share for the year due to the timing of common stock issuances. |
Earnings_Per_Share_Additional_
Earnings Per Share (Additional Disclosures) (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 11, 2008 | Feb. 15, 2013 |
Debt Instrument [Line Items] | ||||
Common stock included in share lending agreement | 3.8 | |||
2008 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes repurchased | 65.3 | $5.20 | ||
Stock options [Member] | ||||
Debt Instrument [Line Items] | ||||
Anti-dilutive securities excluded from calculation of earnings per share | 0.1 | 0.1 |
Income_Taxes_Components_of_Inc
Income Taxes (Components of Income Tax Provision) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | $21,468 | $15,225 | $12,072 |
State | 684 | 3,322 | 1,450 |
Foreign | 1,627 | 1,432 | 891 |
Total current | 23,779 | 19,979 | 14,413 |
Deferred: | |||
Federal | 2,573 | 1,336 | -18,836 |
State | -1,071 | -543 | 90 |
Total deferred | 1,502 | 793 | -18,746 |
Income tax expense (benefit) | $25,281 | $20,772 | ($4,333) |
Income_Taxes_Reconciliation_of
Income Taxes (Reconciliation of Effective Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory tax rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 2.30% | 2.80% | 2.30% |
Return to accrual adjustments | -0.90% | 0.20% | -1.30% |
Change in valuation allowance | 0.00% | 0.00% | -41.00% |
Warrant liability fair value adjustment | 0.00% | 0.00% | -2.00% |
Domestic production activities deduction | -2.50% | -2.60% | -3.00% |
Other | -1.90% | 1.10% | 0.50% |
Effective income tax rate | 32.00% | 36.50% | -9.50% |
Income_Taxes_Components_of_Def
Income Taxes (Components of Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Net operating loss carryforwards | $10,183 | $11,665 |
Allowance for doubtful accounts | 369 | 383 |
Inventory valuation reserves | 1,896 | 1,503 |
Equity compensation | 4,146 | 3,693 |
Accrued compensation | 75 | 598 |
Other | 1 | 1 |
Total gross deferred tax assets | 16,670 | 17,843 |
Valuation allowance | -809 | -856 |
Total deferred tax assets, net | 15,861 | 16,987 |
Deferred tax liabilities: | ||
Property and equipment | -12,066 | -12,374 |
Intangible assets and goodwill | -9,823 | -9,587 |
Convertible debt | -4,126 | -5,020 |
Prepaid insurance and other | -225 | -47 |
Total gross deferred tax liabilities | -26,240 | -27,028 |
Net deferred tax (liabilities) assets | ($10,379) | ($10,041) |
Income_Taxes_Deferred_Taxes_Pr
Income Taxes (Deferred Taxes Presented in the Balance Sheets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Current deferred tax assets | $2,696 | $2,522 |
Non-current deferred tax assets | 12,907 | 15,012 |
Non-current deferred tax liabilities | -25,982 | -27,575 |
Net deferred tax (liabilities) assets | ($10,379) | ($10,041) |
Income_Taxes_Additional_Disclo
Income Taxes (Additional Disclosures) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Filinggroup | |||
Income Tax Disclosure [Abstract] | |||
Final adjustment related to acquisition, increase in current deferred tax assets | $1,162,000 | $0 | $0 |
Net operating loss carryforwards | 26,300,000 | ||
Number of U.S. tax return filing groups | 2 | ||
Valuation allowance removed | 16,500,000 | ||
Valuation allowance, state jurisdictions | 800,000 | ||
Unremitted earnings outside the US | $2,900,000 |
Convertible_Preferred_Stock_an1
Convertible Preferred Stock and Stock Warrants (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Feb. 07, 2014 | Jun. 14, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 07, 2014 |
Warrants and Rights Note Disclosure [Abstract] | ||||||
Change in fair value of warrant liability | $0 | $0 | $2,649 | |||
Revalued warrant liability | 14,000 | 0 | 0 | 13,973 | ||
Volatility rate | 58.10% | |||||
Risk-free rate of return | 0.36% | |||||
Assumed dividend rate | 0.00% | |||||
Stock warrants exercised, shares | 1,277,250 | 1,277,250 | 267,000 | 348,350 | ||
Exercise price of the exercisable warrants (in dollars per share) | $1.21 | |||||
Cash proceeds from exercise of warrants | $1,500 | $1,545 | $323 | $421 |
Common_Stock_Reconciliation_of
Common Stock (Reconciliation of Common Shares Issued and Additional Disclosures) (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Feb. 07, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
series | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 80,000,000 | 80,000,000 | 80,000,000 | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | ||
Preferred stock. shares authorized | 100,000 | 100,000 | 100,000 | ||
Preferred stock, minimum number of series authorized | 1 | ||||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | ||
Reconciliation of Changes in Common Shares Issued | |||||
Shares issued at the beginning of the year | 54,633,726 | 58,265,911 | 53,123,978 | ||
Issued in payment of accrued liability | 27,101 | 0 | |||
Issued upon exercise of warrants | 1,277,250 | 1,277,250 | 267,000 | 348,350 | |
Issued from restricted stock units | 0 | 217,089 | |||
Issued as restricted stock award grants | 525,120 | 802,164 | |||
Issued upon exercise of stock options | 311,954 | 571,500 | |||
Retirement of treasury stock | -5,873,291 | -5,873,291 | 0 | ||
Shares issued at the end of the year | 54,633,726 | 54,633,726 | 58,265,911 | 53,123,978 | |
Florida Chemical Company, Inc [Member] | |||||
Reconciliation of Changes in Common Shares Issued | |||||
Issued in acquisitions | 0 | 3,284,180 | |||
Eclipse IOR Services, LLC and SiteLark LLC [Member] | |||||
Reconciliation of Changes in Common Shares Issued | |||||
Issued in acquisitions | 99,681 | 0 |
Common_Stock_StockBased_Incent
Common Stock (Stock-Based Incentive Plans) (Details) | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares remaining to be granted | 2,300,000 |
2014 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum number of shares that may be issued | 2,700,000 |
2010 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum number of shares that may be issued | 6,000,000 |
2007 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum number of shares that may be issued | 2,200,000 |
2005 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum number of shares that may be issued | 1,900,000 |
Common_Stock_Stock_Option_Acti
Common Stock (Stock Option Activity and Additional Details) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 0 | 0 | 0 |
Shares | |||
Outstanding as of January 1, 2014 | 1,864,042 | ||
Exercised | -311,954 | -571,500 | |
Forfeited | -7,128 | ||
Expired | 0 | ||
Outstanding as of December 31, 2014 | 1,544,960 | 1,864,042 | |
Vested or expected to vest at December 31, 2014 | 1,544,960 | ||
Options exercisable as of December 31, 2014 | 1,544,960 | ||
Weighted-Average Exercise Price (in dollars per share) | |||
Outstanding as of January 1, 2014 | $4.95 | ||
Exercised | $5.32 | ||
Forfeited | $17.58 | ||
Expired | $0 | ||
Outstanding as of December 31, 2014 | $4.81 | $4.95 | |
Vested or expected to vest at December 31, 2014 | $4.81 | ||
Options exercisable as of December 31, 2014 | $4.81 | ||
Weighted Average Remaining Conctracual Term (in years) | |||
Outstanding as of December 31, 2014 | 1 year 9 months 22 days | ||
Vesting or expected to vest at December 31, 2014 | 1 year 9 months 22 days | ||
Options exercisable as of December 31, 2014 | 1 year 9 months 22 days | ||
Aggregate Intrinsic Value | |||
Outstanding as of December 31, 2014 | $21,497,484 | ||
Vesting or expected to vest at December 31, 2014 | 21,497,484 | ||
Options exercisable as of December 31, 2014 | 21,497,484 | ||
Stock Options, Additional Disclosures | |||
Total intrinsic value of stock options exercised | 6,000,000 | 5,600,000 | 600,000 |
Total fair value of stock options vesting (less than $0.1 million in 2014) | $100,000 | $4,200,000 | $500,000 |
Stock options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award expiration period | 10 years | ||
Vesting period in years | 4 years |
Common_Stock_Restricted_Stock_
Common Stock (Restricted Stock and Units) (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restricted Stock [Member] | |||
Shares | |||
Non-vested at January 1, 2014 | 1,067,655 | ||
Granted | 349,544 | ||
Conversion of units | 175,576 | ||
Vested | -705,566 | ||
Forfeited | -60,691 | ||
Non-vested at December 31, 2014 | 826,518 | 1,067,655 | |
Weighted-Average Fair Value - Date of Grant (in dollars per share) | |||
Non-vested at January 1, 2014 | $12.78 | ||
Granted | $27.29 | $15.17 | $11.03 |
Conversion of units | $16.35 | ||
Vested | $13.65 | ||
Forfeited | $14.89 | ||
Non-vested at December 31, 2014 | $18.78 | $12.78 | |
Fair value of vested restricted stock | $10.20 | $8.40 | $5.40 |
Award unrecognized compensation expense | 10.7 | ||
Award unrecognized compensation expense, expected period for recognition | 1 year 9 months 24 days | ||
Restricted Stock, Time-vesting [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of time-vesting restricted stock awards | 62.00% | ||
Restricted Stock, Time-vesting [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period in years | 3 years | ||
Restricted Stock, Time-vesting [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period in years | 4 years | ||
Restricted Stock Units [Member] | |||
Shares | |||
Non-vested at January 1, 2014 | 175,576 | ||
Conversion of units | 175,576 | ||
Share equivalents earned in 2014 | 352,254 | ||
Non-vested at December 31, 2014 | 352,254 | ||
Weighted-Average Fair Value - Date of Grant (in dollars per share) | |||
Non-vested at January 1, 2014 | $16.35 | ||
Conversion of units | $16.35 | ||
Share equivalents earned in 2014 | $24.66 | ||
Non-vested at December 31, 2014 | $24.66 | ||
Award unrecognized compensation expense | $6.80 | ||
Award unrecognized compensation expense, expected period for recognition | 2 years | ||
Awards granted | 352,254 | ||
Vesting on December 31, 2015 [Member] | Restricted Stock [Member] | |||
Weighted-Average Fair Value - Date of Grant (in dollars per share) | |||
Award vesting percentage | 50.00% | ||
Vesting on December 31, 2016 [Member] | Restricted Stock [Member] | |||
Weighted-Average Fair Value - Date of Grant (in dollars per share) | |||
Award vesting percentage | 50.00% |
Common_Stock_Employee_Stock_Pu
Common Stock (Employee Stock Purchase Plan) (Details) (USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 18-May-12 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense (less than $0.1 million in 2012) | $10.50 | $10.90 | $13.40 | |
Total fair value of the shares purchased under the plan | 1.1 | 0.9 | 0.2 | |
Employee Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Registered shares of common stock | 500,000 | |||
Percent of common stock fair market value | 85.00% | |||
Offering period | 3 months | |||
Maximum employee compensation payroll deductions may not exceed | 10.00% | |||
Maximum shares employees may purchase in any one offering period | 1,000 | |||
Share based compensation expense (less than $0.1 million in 2012) | $0.20 | $0.10 | $0.10 |
Common_Stock_ShareBased_Compen
Common Stock (Share-Based Compensation, Treasury Stock, and Stock Repurchase Plan) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Jan. 22, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Non-cash share-based compensation expense | $10,500,000 | $10,900,000 | $13,400,000 | ||||
Common stock shares purchased by the company | 621,176 | 243,005 | 448,121 | ||||
Common stock shares purchased, cost | 10,400,000 | 6,294,000 | 7,568,000 | 2,034,000 | |||
Common stock shares purchased, average cost per share (in dollars per share) | $16.74 | ||||||
Stock surrendered for exercise of stock options, shares | 46,208 | 237,267 | |||||
Return of borrowed shares under share-based, shares | 2,439,558 | 2,439,558 | 1,360,442 | ||||
Treasury stock shares retired | 5,873,291 | 5,873,291 | 0 | ||||
Treasury stock shares retired, cost | 32,600,000 | ||||||
Stock repurchase shares authorized | 25,000,000 | ||||||
Remaining authorized repurchase amount | 14,600,000 | 14,600,000 | 14,600,000 | ||||
Treasury Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock shares purchased by the company | 243,000 | 448,000 | 166,000 | ||||
Common stock shares purchased, cost | 6,294,000 | 7,568,000 | 2,034,000 | ||||
Stock surrendered for exercise of stock options, shares | 46,000 | 237,000 | |||||
Treasury stock shares retired | 5,873,000 | ||||||
Treasury stock shares retired, cost | -32,600,000 | -32,568,000 | |||||
Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Treasury stock shares retired | 5,873,000 | ||||||
Treasury stock shares retired, cost | 1,000 | 1,000 | |||||
Additional Paid-in Capital [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Treasury stock shares retired, cost | $32,600,000 | $32,567,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense under operating leases | $2.20 | $1.70 | $1.90 |
Matching 401(k) contribution | 100.00% | ||
Maximum contribution, percent of qualified compensation | 2.00% | ||
Compensation expense related to 401(k) retirement plan | $0.70 | $0.60 | $0.50 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Operating Leases) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Future minimum lease payments under operating leases | |
2015 | $2,440 |
2016 | 2,647 |
2017 | 2,274 |
2018 | 2,060 |
2019 | 1,869 |
Thereafter | 13,918 |
Total | $25,208 |
Business_Segment_Geographic_an2
Business Segment, Geographic and Major Customer Information (Additional Disclosures) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
segment | |
Segment Reporting [Abstract] | |
Reportable segments | 4 |
Business_Segment_Geographic_an3
Business Segment, Geographic and Major Customer Information (Reportable Segments) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Summarized financial information regarding reportable segments | |||||||||||
Net revenue from external customers | $124,503 | $116,761 | $105,318 | $102,575 | $100,848 | $98,388 | $93,586 | $78,243 | $449,157 | $371,065 | $312,828 |
Gross margin | 50,890 | 46,078 | 42,310 | 43,681 | 39,801 | 37,502 | 37,594 | 32,630 | 182,959 | 147,527 | 131,619 |
Income (loss) from operations | 80,888 | 58,726 | 58,621 | ||||||||
Depreciation and amortization | 17,848 | 15,109 | 11,583 | ||||||||
Total assets | 423,276 | 375,581 | 423,276 | 375,581 | 219,867 | ||||||
Capital expenditures | 19,907 | 15,007 | 20,701 | ||||||||
Energy Chemical Technologies [Member] | |||||||||||
Summarized financial information regarding reportable segments | |||||||||||
Net revenue from external customers | 268,761 | 200,932 | 183,986 | ||||||||
Gross margin | 117,867 | 88,536 | 81,438 | ||||||||
Income (loss) from operations | 84,846 | 65,396 | 65,440 | ||||||||
Depreciation and amortization | 4,401 | 3,160 | 1,765 | ||||||||
Total assets | 156,596 | 127,119 | 156,596 | 127,119 | 59,195 | ||||||
Capital expenditures | 6,983 | 5,225 | 3,553 | ||||||||
Consumer and Industrial Chemical Technologies [Member] | |||||||||||
Summarized financial information regarding reportable segments | |||||||||||
Net revenue from external customers | 51,091 | 42,927 | 0 | ||||||||
Gross margin | 12,897 | 10,659 | 0 | ||||||||
Income (loss) from operations | 6,558 | 6,260 | 0 | ||||||||
Depreciation and amortization | 2,138 | 1,126 | 0 | ||||||||
Total assets | 87,412 | 86,640 | 87,412 | 86,640 | 0 | ||||||
Capital expenditures | 115 | 183 | 0 | ||||||||
Drilling Technologies [Member] | |||||||||||
Summarized financial information regarding reportable segments | |||||||||||
Net revenue from external customers | 113,302 | 112,406 | 116,736 | ||||||||
Gross margin | 45,651 | 43,156 | 45,709 | ||||||||
Income (loss) from operations | 19,022 | 18,306 | 22,282 | ||||||||
Depreciation and amortization | 9,808 | 9,632 | 9,115 | ||||||||
Total assets | 147,584 | 135,738 | 147,584 | 135,738 | 118,771 | ||||||
Capital expenditures | 9,626 | 6,326 | 12,264 | ||||||||
Production Technologies [Member] | |||||||||||
Summarized financial information regarding reportable segments | |||||||||||
Net revenue from external customers | 16,003 | 14,800 | 12,106 | ||||||||
Gross margin | 6,544 | 5,176 | 4,472 | ||||||||
Income (loss) from operations | 3,246 | 3,060 | 3,395 | ||||||||
Depreciation and amortization | 327 | 250 | 206 | ||||||||
Total assets | 21,843 | 16,647 | 21,843 | 16,647 | 11,189 | ||||||
Capital expenditures | 942 | 1,749 | 77 | ||||||||
Corporate and Other [Member] | |||||||||||
Summarized financial information regarding reportable segments | |||||||||||
Net revenue from external customers | 0 | 0 | 0 | ||||||||
Gross margin | 0 | 0 | 0 | ||||||||
Income (loss) from operations | -32,784 | -34,296 | -32,496 | ||||||||
Depreciation and amortization | 1,174 | 941 | 497 | ||||||||
Total assets | 9,841 | 9,437 | 9,841 | 9,437 | 30,712 | ||||||
Capital expenditures | $2,241 | $1,524 | $4,807 |
Business_Segment_Geographic_an4
Business Segment, Geographic and Major Customer Information (Revenue by Geographic Location) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue by geographic location | |||||||||||
Revenue | $124,503 | $116,761 | $105,318 | $102,575 | $100,848 | $98,388 | $93,586 | $78,243 | $449,157 | $371,065 | $312,828 |
U.S. [Member] | |||||||||||
Revenue by geographic location | |||||||||||
Revenue | 370,087 | 319,649 | 272,945 | ||||||||
Other countries [Member] | |||||||||||
Revenue by geographic location | |||||||||||
Revenue | $79,070 | $51,416 | $39,883 |
Business_Segment_Geographic_an5
Business Segment, Geographic and Major Customer Information (Major Customers) (Details) (Customer Concentration Risk [Member], Sales Revenue, Net [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Customer A [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 16.10% | 16.20% | 15.60% |
Customer B [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Energy Chemical Technologies [Member] | Major Customers [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 94.00% | 95.00% | 95.00% |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||||
Quarterly Financial Data [Abstract] | ||||||||||||||||||||
Revenue | $124,503 | $116,761 | $105,318 | $102,575 | $100,848 | $98,388 | $93,586 | $78,243 | $449,157 | $371,065 | $312,828 | |||||||||
Gross margin | 50,890 | 46,078 | 42,310 | 43,681 | 39,801 | 37,502 | 37,594 | 32,630 | 182,959 | 147,527 | 131,619 | |||||||||
Net income | $16,272 | $14,272 | $11,041 | $12,018 | $11,005 | $8,968 | $8,440 | $7,765 | $53,603 | $36,178 | $49,791 | |||||||||
Earnings per common share: | ||||||||||||||||||||
Basic (in dollars per share) | $0.30 | [1] | $0.26 | [1] | $0.20 | [1] | $0.22 | [1] | $0.21 | [1] | $0.17 | [1] | $0.17 | [1] | $0.16 | [1] | $0.98 | $0.70 | [1] | $1.03 |
Diluted (in dollars per share) | $0.29 | [1] | $0.26 | [1] | $0.20 | [1] | $0.22 | [1] | $0.20 | [1] | $0.16 | [1] | $0.16 | [1] | $0.15 | [1] | $0.97 | $0.67 | [1] | $0.97 |
[1] | The sum of the quarterly earnings per share (basic and diluted) may not agree to the earnings per share for the year due to the timing of common stock issuances. |