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Discontinued Operations
9 Months Ended
Sep. 30, 2017
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
Discontinued Operations
During the fourth quarter 2016, the Company initiated a strategic restructuring of its business to enable a greater focus on its core businesses in energy chemistry and consumer and industrial chemistry. The Company executed a plan to sell or otherwise dispose of the Drilling Technologies and Production Technologies segments. An investment banking advisory services firm was engaged and actively marketed these segments.
The Company met all of the criteria to classify the Drilling Technologies and Production Technologies segments’ assets and liabilities as held for sale in the fourth quarter 2016. Effective December 31, 2016, the Company classified the assets, liabilities, and results of operations for these two segments as “Discontinued Operations” for all periods presented.
Disposal of the Drilling Technologies and Production Technologies reporting segments represented a strategic shift that would have a major effect on the Company’s operations and financial results. Management expects the sale or disposal of the assets of these segments to be completed by the end of 2017.
On May 22, 2017, the Company completed the sale of substantially all of the assets and transfer of certain specified liabilities and obligations of the Company’s Drilling Technologies segment to National Oilwell Varco, L.P. (“NOV”) for $17.0 million in cash consideration, subject to normal working capital adjustments, with $1.5 million held back by NOV for up to 18 months to satisfy potential indemnification claims.
On May 23, 2017, the Company completed the sale of substantially all of the assets and transfer of certain specified liabilities and obligations of the Company’s Production Technologies segment to Raptor Lift Solutions, LLC (“Raptor Lift”) for $2.9 million in cash consideration, with $0.4 million held back by Raptor Lift to satisfy potential indemnification claims.
On August 16, 2017, the Company completed the sale of substantially all of the remaining assets of the Company’s Drilling Technologies segment to Galleon Mining Tools, Inc. for $1.0 million in cash consideration and a note receivable of $1.0 million due in one year.
The following summarized financial information has been segregated from continuing operations and reported as Discontinued Operations for the three and nine months ended September 30, 2017 and 2016 (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016
Drilling Technologies
 
 
 
 
 
 
 
Revenue
$

 
$
7,197

 
$
11,534

 
$
20,026

Cost of revenue

 
(4,290
)
 
(7,259
)
 
(13,876
)
Selling, general and administrative
(791
)
 
(3,568
)
 
(6,562
)
 
(11,723
)
Depreciation and amortization

 
(340
)
 

 
(1,425
)
Research and development

 

 
(6
)
 
(65
)
Gain on disposal of long-lived assets
36

 
77

 
97

 
92

Impairment of inventory and long-lived assets

 

 

 
(36,522
)
Loss from operations
(755
)
 
(924
)
 
(2,196
)
 
(43,493
)
Other income (expense)
26

 
(77
)
 
(91
)
 
(320
)
Gain (loss) on sales of businesses
463

 

 
(902
)
 

Loss on write-down of assets held for sale

 

 
(6,831
)
 

Loss before income taxes
(266
)
 
(1,001
)
 
(10,020
)
 
(43,813
)
Income tax benefit
581

 
592

 
3,473

 
15,673

Net income (loss) from discontinued operations
$
315

 
$
(409
)
 
$
(6,547
)
 
$
(28,140
)
 
 
 
 
 
 
 
 
Production Technologies
 
 
 
 
 
 
 
Revenue
$

 
$
2,145

 
$
4,002

 
$
6,034

Cost of revenue

 
(2,040
)
 
(3,189
)
 
(5,833
)
Selling, general and administrative
(64
)
 
(878
)
 
(1,739
)
 
(2,929
)
Depreciation and amortization

 
(149
)
 

 
(447
)
Research and development

 
(204
)
 
(364
)
 
(671
)
Gain (loss) on disposal of long-lived assets

 
8

 

 
(51
)
Impairment of inventory

 

 

 
(3,913
)
Loss from operations
(64
)
 
(1,118
)
 
(1,290
)
 
(7,810
)
Other expense

 
(24
)
 
(52
)
 
(68
)
Gain on sale of businesses
61

 

 
233

 

Loss on write-down of assets held for sale

 

 
(9,718
)
 

Loss before income taxes
(3
)
 
(1,142
)
 
(10,827
)
 
(7,878
)
Income tax benefit
7

 
675

 
3,753

 
2,818

Net income (loss) from discontinued operations
$
4

 
$
(467
)
 
$
(7,074
)
 
$
(5,060
)
 
 
 
 
 
 
 
 
Drilling Technologies and Production Technologies
 
 
 
 
 
 
 
Income (loss) from discontinued operations, net of tax
$
319

 
$
(876
)
 
$
(13,621
)
 
$
(33,200
)

The assets and liabilities held for sale on the Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 are as follows (in thousands):
 
Drilling Technologies
 
Production Technologies
 
September 30, 2017
 
December 31, 2016
 
September 30, 2017
 
December 31, 2016
Assets:
 
 
 
 
 
 
 
Accounts receivable, net
$
1,749

 
$
5,072

 
$
201

 
$
1,784

Inventories
5

 
9,078

 
5

 
8,115

Other current assets
1,585

 
278

 
699

 
370

Long-term receivable

 

 

 
4,179

Property and equipment, net

 
11,277

 

 
3,978

Goodwill

 
15,333

 

 
1,689

Other intangible assets, net

 
7,395

 

 
484

Assets held for sale
3,339

 
48,433

 
905

 
20,599

Valuation allowance
(109
)
 
(18,971
)
 

 
(6,161
)
Assets held for sale, net
$
3,230

 
$
29,462

 
$
905

 
$
14,438

Liabilities:
 
 
 
 
 
 
 
Accounts payable
$
15

 
$
2,472

 
$
10

 
$
914

Accrued liabilities
1,419

 
1,190

 
142

 
385

Liabilities held for sale
$
1,434

 
$
3,662

 
$
152

 
$
1,299