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FAIR VALUE MEASUREMENT | 12 Months Ended
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Dec. 31, 2020
FAIR VALUE MEASUREMENT |
FAIR VALUE MEASUREMENT | NOTE 13—FAIR VALUE MEASUREMENT The Company utilizes fair value measurements to measure assets and liabilities in a business combination or assess impairment and abandonment of property and equipment, intangible assets and goodwill. Fair value is defined as the amount at which an asset (or liability) could be bought (or incurred) or sold (or settled) in an orderly transaction between market participants at the measurement date. Further, ASC 820, Fair Value Measurements, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and includes certain disclosure requirements. Fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk. ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: Level 1—Unadjusted quoted prices for identical assets or liabilities in active markets. Level 2—Quoted prices for similar assets or liabilities in non-active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—Inputs that are unobservable and significant to the fair value measurement (including the Company’s own assumptions in determining fair value). A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. There were no transfers into, or out of, the three levels of the fair value hierarchy for the years ended December 31, 2020, 2019 and 2018. Assets and liabilities measured at fair value on a recurring and non-recurring basis Nonfinancial assets and liabilities measured at fair value on a non-recurring basis include certain nonfinancial assets and liabilities as may be acquired in a business combination and measurements of goodwill and intangible impairment. As there is no corroborating market activity to support the assumptions used, the Company has designated these measurements as Level 3. Long-lived assets, such as property and equipment and finite-lived intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate that its carrying value may not be recoverable. The development of future cash flows and the estimate of fair value represent the Company’s best estimates based on industry trends and reference to market transactions and are subject to variability. The Company’s estimates of fair value have been determined at discrete points in time based on relevant information. These estimates involve uncertainty and cannot be determined with precision. There were no significant changes in valuation techniques or related inputs for the years ended December 31, 2020, 2019 and 2018. The following table presents information about the Company’s assets measured at fair value on a recurring and non-recurring basis for the years ended December 31, 2020, 2019 and 2018. ​
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​ | ​ | ​ | ​ | ​ | ​ | Fair Value | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Measurements Using | ​ | Carrying | ​ | ​ | ​
​ | ​ | Frequency | ​ | Measurement Date |  | Level 1 |  | Level 2 |  | Level 3 |  | Value(1) |  | Impairment
​ | ​ | ​ | ​ | ​ | ​ | (in thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Year Ended December 31, 2020 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Goodwill | ​ | Non-recurring | ​ | March 31 | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 266,934 | ​ | $ | 266,934
Trademark | ​ | Non-recurring | ​ | March 31 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 14,360 | ​ | ​ | 23,442 | ​ | ​ | 9,082
Property and equipment | ​ | Non-recurring | ​ | March 31 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 176 | ​ | ​ | 3,360 | ​ | ​ | 3,184
Property and equipment | ​ | Non-recurring | ​ | June 30 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,726 | ​ | ​ | 4,726
Investments | ​ | Recurring | ​ | September 30 | ​ | ​ | — | ​ | ​ | 1,768 | ​ | ​ | — | ​ | ​ | 1,768 | ​ | ​ | —
Investments | ​ | Recurring | ​ | December 31 | ​ | ​ | 3,377 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3,377 | ​ | ​ | —
Year Ended December 31, 2019 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Goodwill | ​ | Non-recurring | ​ | March 31 | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 4,396 | ​ | $ | 4,396
Property and equipment | ​ | Non-recurring | ​ | March 31 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,346 | ​ | ​ | 2,865 | ​ | ​ | 519
Property and equipment | ​ | Non-recurring | ​ | June 30 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,386 | ​ | ​ | 2,760 | ​ | ​ | 374
Property and equipment | ​ | Non-recurring | ​ | September 30 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 38 | ​ | ​ | 87 | ​ | ​ | 49
Property and equipment | ​ | Non-recurring | ​ | December 31 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,555 | ​ | ​ | 5,328 | ​ | ​ | 2,773
Year Ended December 31, 2018 | ​ | ​ | ​ | ​ | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Cost-Method Investment | ​ | Non-recurring | ​ | March 31 | ​ | $ | — | ​ | $ | — | ​ | $ | 500 | ​ | $ | 2,500 | ​ | $ | 2,000
Property and equipment | ​ | Non-recurring | ​ | June 30 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,282 | ​ | ​ | 2,282
Property and equipment | ​ | Non-recurring | ​ | December 31 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 10,262 | ​ | ​ | 14,637 | ​ | ​ | 4,375
Goodwill | ​ | Non-recurring | ​ | December 31 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 7,000 | ​ | ​ | 24,894 | ​ | ​ | 17,894
(1) | Amount represents carrying value at the date of assessment.
Other fair value considerations See Note 4—Impairments and Other Costs for a discussion of impairment reflected above incurred during the years ended December 31, 2020, 2019 and 2018, respectively. Also, see Note 3—Acquisitions and Divestitures for a discussion of the fair value incorporated into the purchase price allocation for the WCS and Pro Well acquisitions occurring during the years ended December 31, 2019 and December 31, 2018, respectively. The carrying values of the Company’s current financial instruments, which include cash and cash equivalents, accounts receivable trade and accounts payable, approximate their fair value at December 31, 2020 and 2019 due to the short-term maturity of these instruments. The Company did not have any bank debt as of December 31, 2020 or 2019. The estimated fair values of the Company’s financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange. ​ Nonmonetary transaction: During the third quarter of 2020, the Company had a nonmonetary exchange with a customer whereby the customer settled a $1.6 million accounts receivable balance using its restricted common stock, warrants and other privately traded securities. The Company elected the fair value option to account for the securities using a Level-2 calculation during the third quarter of 2020 with the value of the restricted stock and warrants derived from quoted active market pricing of unrestricted, publicly-traded, common stock and warrants and the value of the other privately traded securities was derived from a correlation with observable market data. The Company chose the fair value option because it represents the period-end value of the securities, which the Company has the ability to sell. The registration statement registering the resale of the restricted common stock, warrants and other privately traded securities received became effective in the fourth quarter of 2020, and the Company can sell the common stock and related securities. Accordingly, the Company used a Level-1 calculation during the fourth quarter of 2020 with the value of the registered stock, warrants and other securities derived from quoted active market pricing of unrestricted, publicly-traded, common stock, warrants and other securities. The Company recorded a $1.8 million unrealized gain on the nonmonetary exchange based on the value of the equity at December 31, 2020, recognized within other expense, net on the accompanying consolidated statements of operations. The $3.4 million of common stock and related securities was included in prepaid expenses and other current assets on the accompanying consolidated balance sheets as of December 31, 2020.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 + Details
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