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Discontinued Operations
 9 Months Ended
Sep. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
Discontinued Operations
During the fourth quarter of 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.
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. 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 of 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.
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 sale or disposal of the assets and transfer or liquidation of liabilities and obligations of these segments was completed in 2017. The Company has no continuing involvement with the discontinued operations.
The following summarized financial information has been segregated from continuing operations and reported as Discontinued Operations for the three and nine months ended September 30, 2017 (in thousands):
 
Three months ended September 30, 2017
 
Nine months ended September 30, 2017
Drilling Technologies
 
 
 
Revenue
$
—

 
$
11,534

Cost of revenue
—

 
(7,259
)
Selling, general and administrative
(791
)
 
(6,562
)
Research and development
—

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

 
97

Loss from operations
(755
)
 
(2,196
)
Other income (expense)
26

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

 
(902
)
Loss on write-down of assets held for sale
—

 
(6,831
)
Loss before income taxes
(266
)
 
(10,020
)
Income tax benefit
581

 
3,473

Net income (loss) from discontinued operations
$
315

 
$
(6,547
)
 
 
 
 
Production Technologies
 
 
 
Revenue
$
—

 
$
4,002

Cost of revenue
—

 
(3,189
)
Selling, general and administrative
(64
)
 
(1,739
)
Research and development
—

 
(364
)
Loss from operations
(64
)
 
(1,290
)
Other expense
—

 
(52
)
Gain on sale of businesses
61

 
233

Loss on write-down of assets held for sale
—

 
(9,718
)
Loss before income taxes
(3
)
 
(10,827
)
Income tax benefit
7

 
3,753

Net income (loss) from discontinued operations
$
4

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

 
$
(13,621
)

At December 31, 2017, all remaining assets and liabilities of the discontinued operations were assumed by the Company’s continuing operations. These balances included $0.3 million of net accounts receivable, $1.4 million of sales price hold-back that will be received during 2018, and $1.4 million of accrued liabilities to be settled in 2018.
 
 
 
 
 
 
 
 
Assets Held for Sale
During the second quarter of 2018, the Company committed to a plan to divest the revenue generating assets associated with the Dalton, Georgia facility within the Energy Chemistry Technologies segment. The Company determined that the divestiture of this business line did not meet the criteria for discontinued operations presentation, as the commitment to divest this business line does not represent a strategic shift that will have a major effect on its operations and financial results. These assets were available for immediate sale in their present condition, subject to only usual and customary terms. During the three months ended June 30, 2018, a loss on write-down of assets held for sale of $2.6 million was recorded to state the assets at fair value less costs to sell.
The assets classified as held for sale at December 31, 2017 is as follows (in thousands):
Property and equipment, net
$
4,998

Valuation allowance
—

Assets held for sale, net
$
4,998


On September 10, 2018, the Company completed the sale of the assets of the Dalton, Georgia facility to T&L Properties of Dalton, LLC for $1.8 million in cash consideration. The Company recorded a loss on the sale of the business of $0.4 million for the three months ended September 30, 2018.