Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | FMSA | |
Entity Registrant Name | FMSA HOLDINGS INC. | |
Entity Central Index Key | 1010858 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 161,341,302 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenue | $301,490 | $294,933 |
Cost of sales (excluding depreciation, depletion, amortization, and stock compensation expense shown separately) | 202,548 | 191,112 |
Operating expenses | ||
Selling, general and administrative expenses | 24,020 | 21,778 |
Depreciation, depletion and amortization expense | 16,223 | 12,938 |
Stock compensation expense | 1,883 | 2,094 |
Other operating expense (income) | -313 | -65 |
Income from operations | 57,129 | 67,076 |
Interest expense, net | 15,308 | 17,906 |
Other non-operating expense | 324 | 291 |
Income before provision for income taxes | 41,497 | 48,879 |
Provision for income taxes | 10,617 | 14,265 |
Net income | 30,880 | 34,614 |
Less: Net income attributable to the non-controlling interest | 121 | 73 |
Net income attributable to FMSA Holdings Inc. | $30,759 | $34,541 |
Earnings per share | ||
Basic | $0.19 | $0.22 |
Diluted | $0.18 | $0.21 |
Weighted average number of shares outstanding | ||
Basic | 160,948,858 | 156,462,356 |
Diluted | 166,330,707 | 165,082,614 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income | $30,880 | $34,614 |
Other comprehensive income (loss), net of tax | ||
Foreign currency translation adjustment | -3,233 | -435 |
Pension obligations | 49 | 28 |
Change in fair value of derivative agreements | -2,735 | -1,913 |
Total other comprehensive income (loss), net of tax | -5,919 | -2,320 |
Comprehensive income | 24,961 | 32,294 |
Comprehensive income attributable to the non-controlling interest | 121 | 73 |
Comprehensive income attributable to FMSA Holdings Inc. | $24,840 | $32,221 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $118,372 | $76,923 |
Accounts receivable, net | 177,444 | 206,094 |
Inventories | 115,748 | 131,613 |
Deferred income taxes | 5,158 | 5,158 |
Prepaid expenses and other assets | 33,132 | 40,766 |
Total current assets | 449,854 | 460,554 |
Property, plant and equipment, net | 859,930 | 841,274 |
Goodwill | 84,649 | 84,677 |
Intangibles, net | 99,466 | 100,769 |
Other assets | 26,389 | 26,742 |
Total assets | 1,520,288 | 1,514,016 |
Current liabilities | ||
Current portion of long-term debt | 17,277 | 17,274 |
Accounts payable | 70,527 | 88,542 |
Accrued expenses | 30,908 | 36,025 |
Total current liabilities | 118,712 | 141,841 |
Long-term debt | 1,233,544 | 1,235,365 |
Deferred income taxes | 74,613 | 74,351 |
Other long-term liabilities | 32,439 | 28,985 |
Total liabilities | 1,459,308 | 1,480,542 |
Commitments and contingent liabilities | ||
Common stock: $0.01 par value, 272,000,000 authorized shares Shares outstanding: 161,133,766 and 160,913,266 at March 31, 2015 and December 31, 2014, respectively | 2,388 | 2,387 |
Preferred stock: $0.01 par value, 100,000,000 authorized shares Shares outstanding: 0 at March 31, 2015 and December 31, 2014, respectively | ||
Additional paid-in capital | 774,432 | 771,888 |
Retained earnings | 527,938 | 497,179 |
Accumulated other comprehensive income (loss) | -18,728 | -12,809 |
Total equity attributable to FMSA Holdings Inc. before treasury stock | 1,286,030 | 1,258,645 |
Less: Treasury stock at cost Shares in treasury: 77,765,480 at March 31, 2015 and December 31, 2014, respectively | -1,227,663 | -1,227,663 |
Total equity attributable to FMSA Holdings Inc. | 58,367 | 30,982 |
Non-controlling interest | 2,613 | 2,492 |
Total equity | 60,980 | 33,474 |
Total liabilities and equity | $1,520,288 | $1,514,016 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 272,000,000 | 272,000,000 |
Common stock, shares outstanding | 161,133,766 | 160,913,266 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Shares in treasury | 77,765,480 | 77,765,480 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Equity (Unaudited) (USD $) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Subtotal [Member] | Non-controlling Interest [Member] |
In Thousands | |||||||||
Beginning balances at Dec. 31, 2013 | ($165,358) | $2,341 | $733,088 | $326,729 | ($3,536) | ($1,227,001) | ($168,379) | $3,021 | |
Beginning balances, shares at Dec. 31, 2013 | 156,462 | 77,706 | |||||||
Purchase of treasury stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Purchase of treasury stock, shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Stock compensation expense | 2,094 | 2,094 | 2,094 | ||||||
Transactions with non-controlling interest | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Net income | 34,614 | 34,541 | 34,541 | 73 | |||||
Other comprehensive income (loss) | -2,320 | -2,320 | -2,320 | ||||||
Ending balances at Mar. 31, 2014 | -130,970 | 2,341 | 735,182 | 361,270 | -5,856 | -1,227,001 | -134,064 | 3,094 | |
Ending balances, shares at Mar. 31, 2014 | 156,462 | 77,706 | |||||||
Beginning balances at Dec. 31, 2014 | 33,474 | 2,387 | 771,888 | 497,179 | -12,809 | -1,227,663 | 30,982 | 2,492 | |
Beginning balances, shares at Dec. 31, 2014 | 160,913 | 77,765 | |||||||
Purchase of treasury stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Purchase of treasury stock, shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Stock options exercised | 786 | 1 | 785 | 786 | |||||
Stock options exercised, shares | 221 | ||||||||
Stock compensation expense | 1,883 | 1,883 | 1,883 | ||||||
Tax effect of stock options exercised | -124 | -124 | -124 | ||||||
Transactions with non-controlling interest | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Net income | 30,880 | 30,759 | 30,759 | 121 | |||||
Other comprehensive income (loss) | -5,919 | -5,919 | -5,919 | ||||||
Ending balances at Mar. 31, 2015 | $60,980 | $2,388 | $774,432 | $527,938 | ($18,728) | ($1,227,663) | $58,367 | $2,613 | |
Ending balances, shares at Mar. 31, 2015 | 161,134 | 77,765 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Cash Flows [Abstract] | ||
Net income | $30,880 | $34,614 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and depletion | 14,920 | 11,602 |
Amortization | 2,993 | 2,950 |
Inventory reserve adjustment | 1,241 | |
Unrealized loss (gain) on interest rate swaps | 18 | 100 |
Deferred income taxes | 262 | 1,353 |
Stock compensation expense | 1,883 | 2,094 |
Change in operating assets and liabilities, net of acquired balances: | ||
Accounts receivable | 28,650 | -51,489 |
Inventories | 14,624 | -1,769 |
Prepaid expenses and other assets | 3,567 | 14,308 |
Accounts payable | -17,255 | -100 |
Accrued expenses | -4,363 | 8,411 |
Net cash provided by operating activities | 77,420 | 22,074 |
Cash flows from investing activities | ||
Capital expenditures | -31,855 | -29,835 |
Net cash used in investing activities | -31,855 | -29,835 |
Cash flows from financing activities | ||
Proceeds from issuance of term loans | 41,000 | |
Payments on term debt | -3,128 | -3,128 |
Change in other long-term debt and capital leases | -1,479 | -1,105 |
Proceeds from borrowing on revolving credit facility | 4,000 | |
Payments on revolving credit facility | -41,000 | |
Proceeds from option exercises | 786 | |
Tax effect of stock options exercised and dividend equivalents | -124 | |
Financing costs | -1,699 | |
Net cash used in financing activities | -3,945 | -1,932 |
Foreign currency adjustment | -171 | -20 |
Increase (decrease) in cash and cash equivalents | 41,449 | -9,713 |
Cash and cash equivalents: | ||
Beginning of period | 76,923 | 17,815 |
End of period | $118,372 | $8,102 |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 1. Significant Accounting Policies |
Basis of Presentation | |
The unaudited condensed consolidated financial statements of FMSA Holdings Inc. and its consolidated subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal, recurring nature) and disclosures necessary for a fair presentation of the financial position, results of operations, comprehensive income and cash flows of the reported interim periods. The condensed consolidated balance sheet as of December 31, 2014 was derived from audited financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for the full year or any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as filed in the 2014 Annual Report on Form 10-K and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). Under ASU 2014-09, companies recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled, in exchange for those goods or services. The new requirements significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. | |
On April 1, 2015, the FASB voted to propose a delay in the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, and the interim periods within that year. As such, for a public business entity with a calendar year-end, the ASU would be effective on January 1, 2018, for both its interim and annual reporting periods. This proposal represents a one-year deferral from the original effective date. The proposed new effective date guidance will allow early adoption for all entities (i.e., both public business entities and other entities) as of the original effective date for public business entities, which was annual reporting periods beginning after December 15, 2016, and the interim periods within that year. Early adoption by public business entities was not permitted under the original effective date guidance. The Company is in the process of evaluating the effect of the new guidance on its financial statements and disclosures. | |
In February 2015, the FASB issued Accounting Standards Update No. 2015-02 – Consolidation (Topic 810). The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. The amendments modify the evaluation of whether certain limited partnerships and similar entities are variable interest entities (VIEs) or voting interest entities, impact the consolidation analysis of VIEs, and provide an exception for certain registered money market funds. The Company does not have any unconsolidated or consolidated legal entities impacted by this amendment. | |
In April 2015, the FASB issued Accounting Standards Update No. 2015-03 – Interest – Imputation of Interest (Subtopic 835-30). Under Subtopic 835-30, debt issuance costs related to a recognized debt liability will be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance is required to be applied on retrospective basis. The Company is not required to adopt this reporting standard until reporting periods beginning after December 15, 2015. The Company is in the process of evaluating the effect of the new guidance on its financial statements and disclosures. |
Inventories
Inventories | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventories | 2 | Inventories | |||||||
At March 31, 2015 and December 31, 2014, inventories consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Raw materials | $ | 18,869 | $ | 19,803 | |||||
Work-in-process | 20,963 | 23,568 | |||||||
Finished goods | 79,176 | 91,202 | |||||||
119,008 | 134,573 | ||||||||
Less: LIFO reserve | (3,260 | ) | (2,960 | ) | |||||
Inventories | $ | 115,748 | $ | 131,613 | |||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment | 3 | Property, Plant and Equipment | |||||||
At March 31, 2015 and December 31, 2014, property, plant and equipment consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Land and improvements | $ | 64,963 | $ | 63,800 | |||||
Mineral reserves and mine development | 275,515 | 303,804 | |||||||
Machinery and equipment | 512,337 | 478,225 | |||||||
Buildings and improvements | 146,611 | 146,165 | |||||||
Furniture, fixtures and other | 3,729 | 3,604 | |||||||
Construction in progress | 100,946 | 110,677 | |||||||
1,104,101 | 1,106,275 | ||||||||
Accumulated depletion and depreciation | (244,171 | ) | (265,001 | ) | |||||
Property, plant and equipment, net | $ | 859,930 | $ | 841,274 | |||||
LongTerm_Debt
Long-Term Debt | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Long-Term Debt | 4 | Long-Term Debt | |||||||
At March 31, 2015 and December 31, 2014, long-term debt consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Term Loans - Term B-1 | $ | 319,221 | $ | 319,917 | |||||
Term Loans - Term B-2 | 908,775 | 910,900 | |||||||
Industrial Revenue bond | 10,000 | 10,000 | |||||||
Revolving credit facility and other | 1,082 | 1,098 | |||||||
Capital leases, net | 11,743 | 10,724 | |||||||
1,250,821 | 1,252,639 | ||||||||
Less: current portion | (17,277 | ) | (17,274 | ) | |||||
Long-term debt including leases | $ | 1,233,544 | $ | 1,235,365 | |||||
In February 2014 the Company executed a joinder agreement to borrow $41,000 as an additional Term Loan B-2. The proceeds of this borrowing were used to repay then outstanding amounts under the revolving credit facility. The additional borrowings mature on the same date as the then existing Term Loan B-2 (September 5, 2019) and the required quarterly principal repayments for the Term Loan B-2 were increased by one-quarter of 1% of the amount borrowed with the balance due at maturity. There were no other changes in the terms, interest rates or covenants of the 2013 Amended Credit Agreement. | |||||||||
In March 2014 the Company amended the existing 2013 Amended Credit Agreement whereby the applicable margin for the Term Loan B-1 and the Term Loan B-2 base rate loans was reduced to 2.5% and the applicable margin for the Term Loan B-1 and the Term Loan B-2 Eurodollar rate loans was reduced to 3.5%. | |||||||||
In August and September 2014, the Company executed additional joinder agreements for incremental revolving commitments to the Revolving Credit Facility for $46,629 and $3,371 respectively, which brings the Company’s total Revolving Credit Facility commitment to $125,000. As of March 31, 2015, there was $113,467 available borrowing remaining on this facility. There were no other changes in the terms, interest rates or covenants of the Revolving Credit Facility. | |||||||||
As of April 30, 2015, Fairmount Santrol Inc., a direct wholly-owned subsidiary of the Company entered into the Third Amendment to the Second Amended and Restated Credit Agreement (the “Amendment”) to the 2013 Amended Credit Agreement. The Amendment provides for the extension of the maturity date of $45,919 of outstanding Tranche B-1 term loans from March 15, 2017 (the “Stated B-1 Maturity Date”) to September 5, 2019 (the “Extended Maturity Date,” which is the same maturity date applicable to Tranche B-2 term loans under the Credit Agreement). Such extended loans effectively will be converted to Tranche B-2 term loans, and will be treated as Tranche B-2 terms loans under the Credit Agreement for all purposes (including pricing), except for certain minor administrative differences and except that, prior to the Stated B-1 Maturity Date, the extended loans shall continue to amortize as Tranche B-1 term loans. The Company paid a fee of approximately $1,100 to the lender as an extension fee. | |||||||||
After the Amendment, $274,206 in principal amount of outstanding Tranche B-1 term loans mature on March 15, 2017 and $958,130 in principal amount of outstanding Tranche B-2 term loans (including Extended Loans) mature on September 5, 2019. |
Earnings_per_Share
Earnings per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings per Share | 5 | Earnings per Share | |||||||
The table below shows the computation of basic and diluted earnings per share for the three months ended March 31, 2015 and 2014: | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net income attributable to FMSA Holdings Inc. | $ | 30,759 | $ | 34,541 | |||||
Denominator: | |||||||||
Basic weight average shares outstanding | 160,948,858 | 156,462,356 | |||||||
Dilutive effect of employee stock options & RSU’s | 5,381,849 | 8,620,258 | |||||||
Diluted weighted average shares outstanding | 166,330,707 | 165,082,614 | |||||||
Earnings per common share - basic | $ | 0.19 | $ | 0.22 | |||||
Earnings per common share - diluted | $ | 0.18 | $ | 0.21 | |||||
The calculation of diluted weighted average shares outstanding for the three months ended March 31, 2015 and 2014 excludes 6,416,198 and 2,717,314 potential common shares, respectively, because the effect of including these potential common shares would be antidilutive. |
Derivative_Instruments
Derivative Instruments | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||
Derivative Instruments | 6 | Derivative Instruments | |||||||||
The Company enters into interest rate swap agreements as a means to hedge its variable interest rate risk on debt instruments. The notional value of these swap agreements is $590,225 at March 31, 2015 and effectively fixes the variable rate in a range of 0.83% to 3.115%. The notional amount of these instruments is scheduled to increase over time to provide a hedge against variable interest rate debt. The interest rate swap agreements mature at various dates between March 31, 2015 and September 5, 2019. | |||||||||||
The derivative instruments are recorded on the balance sheet at their fair values. Changes in the fair value of derivatives are recorded each period in current earnings or in other comprehensive income, depending on whether a derivative is designated as part of a hedging relationship and, if it is, depending on the type of hedging relationship. For cash flow hedges in which the Company is hedging the variability of cash flows related to a variable-rate liability, the effective portion of the gain or loss on the derivative instrument is reported in other comprehensive income in the periods during which earnings are impacted by the variability of the cash flows of the hedged item. The ineffective portion of all hedges is recognized in current period earnings. As interest expense is accrued on the debt obligation, amounts in accumulated other comprehensive income (loss) related to the interest rate swaps are reclassified into income to obtain a net cost on the debt obligation equal to the effective yield of the fixed rate of each swap. In the event that an interest rate swap is terminated prior to maturity, gains or losses in accumulated other comprehensive income (loss) remain deferred and are reclassified into earnings in the periods in which the hedged forecasted transaction affects earnings. | |||||||||||
The Company formally designates and documents instruments at inception that qualify for hedge accounting of underlying exposures in accordance with GAAP. Both at inception and for each reporting period, the Company assesses whether the financial instruments used in hedging transactions are effective in offsetting changes in cash flows of the related underlying exposure. | |||||||||||
The following table summarizes the fair values and the respective classification in the Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014: | |||||||||||
Assets (Liabilities) | |||||||||||
Interest Rate Swap Agreements | Balance Sheet Classification | March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||||
Designated as hedges | Other long-term liabilities | $ | (14,228 | ) | $ | (10,253 | ) | ||||
Not desiginated as hedges | Other long-term liabilities | (958 | ) | (1,443 | ) | ||||||
Designated as hedges | Other assets | — | 333 | ||||||||
$ | (15,186 | ) | $ | (11,363 | ) | ||||||
The Company recognized $16 and $15 in interest expense, representing the ineffective portion of interest rate swap agreements designated as hedges, in the three months ended March 31, 2015 and 2014, respectively. The Company expects $3,069 to be reclassified from accumulated other comprehensive income into interest expense in the twelve-month period ending March 31, 2016. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | 7 | Fair Value Measurements | |||||||||||||||
Financial instruments held by the Company include cash equivalents, accounts receivable, accounts payable, long-term debt and interest rate swaps. The Company is also liable for contingent consideration from an acquisition that is subject to fair value measurement. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. | |||||||||||||||||
Based on the examination of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: | |||||||||||||||||
Level 1 | Quoted market prices in active markets for identical assets or liabilities | ||||||||||||||||
Level 2 | Observable market based inputs or unobservable inputs that are corroborated by market data | ||||||||||||||||
Level 3 | Unobservable inputs that are not corroborated by market data | ||||||||||||||||
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 book value of cash equivalents, accounts receivable and accounts payable are considered to be representative of their fair values because of their short maturities. The carrying value of the Company’s long-term debt is recognized at amortized cost. The value of the Company’s Term B-1 and Term B-2 loans differs from amortized costs and is valued at prices obtained from a readily-available source for trading non-public debt, which represent active market prices and therefore is considered Level 1. The fair value of the Company’s Term B-1 loan was $291,314 and $295,750 and Term B-2 loan was $798,185 and 794,500 at March 31, 2015 and December 31, 2014, respectively. | |||||||||||||||||
The following table presents the amounts carried at fair value as of March 31, 2015 and December 31, 2014 for the Company’s other financial instruments. | |||||||||||||||||
Quoted Prices | Other | Unobservable | Total | ||||||||||||||
in Active | Observable | Inputs | |||||||||||||||
Markets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
March 31, 2015 | |||||||||||||||||
Interest rate swap agreeements | $ | — | $ | (15,186 | ) | $ | — | $ | (15,186 | ) | |||||||
$ | — | $ | (15,186 | ) | $ | — | $ | (15,186 | ) | ||||||||
December 31, 2014 | |||||||||||||||||
Interest rate swap agreeements | $ | — | $ | (11,363 | ) | $ | — | $ | (11,363 | ) | |||||||
$ | — | $ | (11,363 | ) | $ | — | $ | (11,363 | ) | ||||||||
Common_Stock_and_StockBased_Co
Common Stock and Stock-Based Compensation | 3 Months Ended | |
Mar. 31, 2015 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Common Stock and Stock-Based Compensation | 8 | Common Stock and Stock-Based Compensation |
The Company granted options to purchase 54,740 and 0 shares of common stock in the three months ended March 31, 2015 and 2014, respectively. The average grant date fair value was $3.13 for options issued in the three months ended March 31, 2015. The Company was not publicly traded in the three months ended March 31, 2014. The company issued restricted stock units of 5,916 and 0 in the three months ended March 31, 2015 and 2014, respectively. |
Income_Taxes
Income Taxes | 3 Months Ended | |
Mar. 31, 2015 | ||
Income Tax Disclosure [Abstract] | ||
Income Taxes | 9 | Income Taxes |
The Company computes and applies to ordinary income an estimated annual effective tax rate on a quarterly basis based on current and forecasted business levels and activities, including the mix of domestic and foreign results and enacted tax laws. The estimated annual effective tax rate is updated quarterly based on actual results and updated operating forecasts. Ordinary income refers to income (loss) before income tax expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs as a discrete item of tax. | ||
For the three months ended March 31, 2015, the Company recorded tax expense of $10,617 on income before income taxes of $41,497. For the three months ended March 31, 2014, the Company recorded tax expense of $14,265 on income before income taxes of $48,879. The effective tax rate for the three months ended March 31, 2015 was 25.6%, as compared with 29.2% for the three months ended March 31, 2014. The decrease in the effective tax rate from the corresponding fiscal period in 2014 was primarily due to a greater impact on the effective tax rate from the depletion deduction. |
Defined_Benefit_Plans
Defined Benefit Plans | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||
Defined Benefit Plans | 10 | Defined Benefit Plans | |||||||
The Company maintains two multiemployer defined benefit pension plans covering union employees at certain facilities that provide benefits based upon years of service or a combination of employee earnings and length of service. Net periodic benefit cost recognized for these plans for the three months ended March 31, 2015 and 2014 is as follows: | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Service cost | $ | 27 | $ | 19 | |||||
Interest cost | 85 | 83 | |||||||
Expected return on plan assets | (127 | ) | (146 | ) | |||||
Amortization of prior service cost | 4 | 5 | |||||||
Amortization of net actuarial loss | 70 | 40 | |||||||
Net periodic benefit cost | $ | 59 | $ | 1 | |||||
The Company contributed $18 and $78 during the three months ended March 31, 2015 and 2014, respectively. Total expected employer contributions during the year ending December 31, 2015 are $66. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Accumulated Other Comprehensive Income | 11 | Accumulated Other Comprehensive Income | |||||||||||||||
The components of accumulated other comprehensive income (loss) attributable to FMSA Holdings Inc. at March 31, 2015 and December 31, 2014 were as follows: | |||||||||||||||||
March 31, 2015 | |||||||||||||||||
Gross | Tax Effect | Net Amount | |||||||||||||||
Foreign currency translation | $ | (8,212 | ) | $ | — | $ | (8,212 | ) | |||||||||
Additional pension liability | (4,162 | ) | 1,563 | (2,599 | ) | ||||||||||||
Unrealized gain (loss) on interest rate hedges | (12,410 | ) | 4,493 | (7,917 | ) | ||||||||||||
$ | (24,784 | ) | $ | 6,056 | $ | (18,728 | ) | ||||||||||
31-Dec-14 | |||||||||||||||||
Gross | Tax Effect | Net Amount | |||||||||||||||
Foreign currency translation | $ | (4,979 | ) | $ | — | $ | (4,979 | ) | |||||||||
Additional pension liability | (4,236 | ) | 1,588 | (2,648 | ) | ||||||||||||
Unrealized gain (loss) on interest rate hedges | (8,292 | ) | 3,110 | (5,182 | ) | ||||||||||||
$ | (17,507 | ) | $ | 4,698 | $ | (12,809 | ) | ||||||||||
The following table presents the changes in accumulated other comprehensive income by component for the three months ended March 31, 2015: | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Unrealized | Additional | Foreign | Total | ||||||||||||||
gain (loss) on | pension | currency | |||||||||||||||
interest rate | liability | translation | |||||||||||||||
hedges | |||||||||||||||||
Beginning balance | $ | (5,182 | ) | $ | (2,648 | ) | $ | (4,979 | ) | $ | (12,809 | ) | |||||
Other comprehensive income (loss) before reclassifications | (3,158 | ) | — | (3,233 | ) | (6,391 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 423 | 49 | — | 472 | |||||||||||||
Ending balance | $ | (7,917 | ) | $ | (2,599 | ) | $ | (8,212 | ) | $ | (18,728 | ) | |||||
The following table presents the reclassifications out of accumulated other comprehensive income during the three months ended March 31, 2015: | |||||||||||||||||
Details about accumulated other comprehensive income | Amount | Affected | |||||||||||||||
reclassified from | |||||||||||||||||
accumulated other | line item | ||||||||||||||||
comprehensive | |||||||||||||||||
income | on the | ||||||||||||||||
statement of | |||||||||||||||||
income | |||||||||||||||||
Change in fair value of derivative swap agreements | |||||||||||||||||
Interest rate hedging contracts | $ | 638 | Interest expense | ||||||||||||||
Tax effect | (215 | ) | Tax expense (benefit) | ||||||||||||||
$ | 423 | Net of tax | |||||||||||||||
Amortization of pension obligations | |||||||||||||||||
Prior service cost | $ | 4 | Cost of sales | ||||||||||||||
Actuarial losses | 70 | Cost of sales | |||||||||||||||
74 | Total before tax | ||||||||||||||||
Tax effect | (25 | ) | Tax expense | ||||||||||||||
49 | Net of tax | ||||||||||||||||
Total reclassifications for the period | $ | 472 | Net of tax | ||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 31, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 12 | Commitments and Contingencies |
Certain subsidiaries are defendants in lawsuits in which the alleged injuries are claimed to be silicosis-related and to have resulted, in whole or in part, from exposure to silica-containing products, allegedly including those sold by certain subsidiaries. In the majority of cases, there are numerous other defendants. In accordance with its insurance obligations, the defense of these actions has been tendered to and the cases are being defended by the subsidiaries’ insurance carriers. Management believes that the Company’s substantial level of existing and available insurance coverage combined with various open indemnities is more than sufficient to cover any exposure to silicosis-related expenses. An estimate of the possible loss, if any, cannot be made at this time. | ||
The Company has entered into numerous mineral rights agreements, in which payments under the agreements are expensed as incurred. Certain agreements require annual payments while other agreements require payments based upon annual tons mined and others a combination thereof. | ||
The Company leases certain machinery, equipment (including railcars), buildings and office space under operating lease arrangements. Total rent expense associated with these leases was $16,360 and $12,639 for the three months ended March 31, 2015 and 2014, respectively. | ||
The Company is subject to a contingent consideration arrangement related to the purchase of Self-Suspending Proppant LLC (“SSP”), which was accounted for as an acquisition of a group of assets. The contingent consideration is based on a fixed percentage of the cumulative product margin, less certain adjustments, generated by sales of Propel SSP and other products incorporating SSP technology for the five years commencing on October 1, 2015. Because the earnout is dependent on future sales and the related cost of sales, the amounts of which are highly uncertain, it is not currently possible to estimate the amounts that will be paid. The contingent consideration will be accrued and capitalized as part of the cost of the SSP assets at the time a payment is probable and reasonably estimable. |
Transactions_with_Related_Part
Transactions with Related Parties | 3 Months Ended | |
Mar. 31, 2015 | ||
Related Party Transactions [Abstract] | ||
Transactions with Related Parties | 13 | Transactions with Related Parties |
The Company had purchases from an affiliated entity for freight, logistic services and consulting services related to its operations in China of $44 and $702 in the three months ended March 31, 2015 and 2014, respectively. The Company had purchases from an affiliated entity for material purchases related to its operations in China of $0 in the three months ended March 31, 2015 and 2014, respectively. | ||
The Company paid management fees of $0 and $291 in the three months ended March 31, 2015 and 2014, respectively. Concurrent with the Company’s initial public offering on October 3, 2014, the Company no longer pays a management fee to American Securities LLC. |
Segment_Reporting
Segment Reporting | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Segment Reporting | 14 | Segment Reporting | |||||||
The Company organizes its business into two reportable segments, Proppant Solutions and Industrial & Recreational Products. The reportable segments are consistent with how management views the markets served by the Company and the financial information reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance. | |||||||||
The chief operating decision maker primarily evaluates an operating segment’s performance based on segment contribution margin, which excludes certain corporate costs not associated with the operations of the segment. These corporate costs are separately stated below and include costs that are related to functional areas such as operations management, corporate purchasing, accounting, treasury, information technology, legal and human resources. | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Revenue | |||||||||
Proppant Solutions | $ | 272,869 | $ | 266,500 | |||||
Industrial & Recreational Products | 28,621 | 28,433 | |||||||
Total revenue | 301,490 | 294,933 | |||||||
Segment contribution margin | |||||||||
Proppant Solutions | 83,819 | 89,028 | |||||||
Industrial & Recreational Products | 7,076 | 6,222 | |||||||
Total segment contribution margin | 90,895 | 95,250 | |||||||
Operating expenses excluded from segment contribution margin | |||||||||
Selling, general, and administrative | 15,760 | 13,126 | |||||||
Depreciation, depletion, and amortization | 16,223 | 12,938 | |||||||
Stock compensation expense | 1,883 | 2,094 | |||||||
Other operating expense (income) | (99 | ) | 16 | ||||||
Interest expense, net | 15,308 | 17,906 | |||||||
Other non-operating expense | 324 | 291 | |||||||
Income before provision for taxes | $ | 41,497 | $ | 48,879 | |||||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
The unaudited condensed consolidated financial statements of FMSA Holdings Inc. and its consolidated subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal, recurring nature) and disclosures necessary for a fair presentation of the financial position, results of operations, comprehensive income and cash flows of the reported interim periods. The condensed consolidated balance sheet as of December 31, 2014 was derived from audited financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for the full year or any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as filed in the 2014 Annual Report on Form 10-K and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). Under ASU 2014-09, companies recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled, in exchange for those goods or services. The new requirements significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. | |
On April 1, 2015, the FASB voted to propose a delay in the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, and the interim periods within that year. As such, for a public business entity with a calendar year-end, the ASU would be effective on January 1, 2018, for both its interim and annual reporting periods. This proposal represents a one-year deferral from the original effective date. The proposed new effective date guidance will allow early adoption for all entities (i.e., both public business entities and other entities) as of the original effective date for public business entities, which was annual reporting periods beginning after December 15, 2016, and the interim periods within that year. Early adoption by public business entities was not permitted under the original effective date guidance. The Company is in the process of evaluating the effect of the new guidance on its financial statements and disclosures. | |
In February 2015, the FASB issued Accounting Standards Update No. 2015-02 – Consolidation (Topic 810). The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. The amendments modify the evaluation of whether certain limited partnerships and similar entities are variable interest entities (VIEs) or voting interest entities, impact the consolidation analysis of VIEs, and provide an exception for certain registered money market funds. The Company does not have any unconsolidated or consolidated legal entities impacted by this amendment. | |
In April 2015, the FASB issued Accounting Standards Update No. 2015-03 – Interest – Imputation of Interest (Subtopic 835-30). Under Subtopic 835-30, debt issuance costs related to a recognized debt liability will be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance is required to be applied on retrospective basis. The Company is not required to adopt this reporting standard until reporting periods beginning after December 15, 2015. The Company is in the process of evaluating the effect of the new guidance on its financial statements and disclosures. |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of Inventories | At March 31, 2015 and December 31, 2014, inventories consisted of the following: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Raw materials | $ | 18,869 | $ | 19,803 | |||||
Work-in-process | 20,963 | 23,568 | |||||||
Finished goods | 79,176 | 91,202 | |||||||
119,008 | 134,573 | ||||||||
Less: LIFO reserve | (3,260 | ) | (2,960 | ) | |||||
Inventories | $ | 115,748 | $ | 131,613 | |||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Property, Plant and Equipment | At March 31, 2015 and December 31, 2014, property, plant and equipment consisted of the following: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Land and improvements | $ | 64,963 | $ | 63,800 | |||||
Mineral reserves and mine development | 275,515 | 303,804 | |||||||
Machinery and equipment | 512,337 | 478,225 | |||||||
Buildings and improvements | 146,611 | 146,165 | |||||||
Furniture, fixtures and other | 3,729 | 3,604 | |||||||
Construction in progress | 100,946 | 110,677 | |||||||
1,104,101 | 1,106,275 | ||||||||
Accumulated depletion and depreciation | (244,171 | ) | (265,001 | ) | |||||
Property, plant and equipment, net | $ | 859,930 | $ | 841,274 | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Long-Term Debt | At March 31, 2015 and December 31, 2014, long-term debt consisted of the following: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Term Loans - Term B-1 | $ | 319,221 | $ | 319,917 | |||||
Term Loans - Term B-2 | 908,775 | 910,900 | |||||||
Industrial Revenue bond | 10,000 | 10,000 | |||||||
Revolving credit facility and other | 1,082 | 1,098 | |||||||
Capital leases, net | 11,743 | 10,724 | |||||||
1,250,821 | 1,252,639 | ||||||||
Less: current portion | (17,277 | ) | (17,274 | ) | |||||
Long-term debt including leases | $ | 1,233,544 | $ | 1,235,365 | |||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Computation of Basic and Diluted Earnings per Share | The table below shows the computation of basic and diluted earnings per share for the three months ended March 31, 2015 and 2014: | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net income attributable to FMSA Holdings Inc. | $ | 30,759 | $ | 34,541 | |||||
Denominator: | |||||||||
Basic weight average shares outstanding | 160,948,858 | 156,462,356 | |||||||
Dilutive effect of employee stock options & RSU’s | 5,381,849 | 8,620,258 | |||||||
Diluted weighted average shares outstanding | 166,330,707 | 165,082,614 | |||||||
Earnings per common share - basic | $ | 0.19 | $ | 0.22 | |||||
Earnings per common share - diluted | $ | 0.18 | $ | 0.21 |
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||
Fair Values of Derivative Instrument and the Respective Classification in Condensed Consolidated Balance Sheets | The following table summarizes the fair values and the respective classification in the Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014: | ||||||||||
Assets (Liabilities) | |||||||||||
Interest Rate Swap Agreements | Balance Sheet Classification | March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||||
Designated as hedges | Other long-term liabilities | $ | (14,228 | ) | $ | (10,253 | ) | ||||
Not desiginated as hedges | Other long-term liabilities | (958 | ) | (1,443 | ) | ||||||
Designated as hedges | Other assets | — | 333 | ||||||||
$ | (15,186 | ) | $ | (11,363 | ) | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Financial Instruments Carried at Fair Value | The following table presents the amounts carried at fair value as of March 31, 2015 and December 31, 2014 for the Company’s other financial instruments. | ||||||||||||||||
Quoted Prices | Other | Unobservable | Total | ||||||||||||||
in Active | Observable | Inputs | |||||||||||||||
Markets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
March 31, 2015 | |||||||||||||||||
Interest rate swap agreeements | $ | — | $ | (15,186 | ) | $ | — | $ | (15,186 | ) | |||||||
$ | — | $ | (15,186 | ) | $ | — | $ | (15,186 | ) | ||||||||
December 31, 2014 | |||||||||||||||||
Interest rate swap agreeements | $ | — | $ | (11,363 | ) | $ | — | $ | (11,363 | ) | |||||||
$ | — | $ | (11,363 | ) | $ | — | $ | (11,363 | ) | ||||||||
Defined_Benefit_Plans_Tables
Defined Benefit Plans (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||
Net Periodic Benefit Cost Recognized for Plans | Net periodic benefit cost recognized for these plans for the three months ended March 31, 2015 and 2014 is as follows: | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Service cost | $ | 27 | $ | 19 | |||||
Interest cost | 85 | 83 | |||||||
Expected return on plan assets | (127 | ) | (146 | ) | |||||
Amortization of prior service cost | 4 | 5 | |||||||
Amortization of net actuarial loss | 70 | 40 | |||||||
Net periodic benefit cost | $ | 59 | $ | 1 | |||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Components of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) attributable to FMSA Holdings Inc. at March 31, 2015 and December 31, 2014 were as follows: | ||||||||||||||||
March 31, 2015 | |||||||||||||||||
Gross | Tax Effect | Net Amount | |||||||||||||||
Foreign currency translation | $ | (8,212 | ) | $ | — | $ | (8,212 | ) | |||||||||
Additional pension liability | (4,162 | ) | 1,563 | (2,599 | ) | ||||||||||||
Unrealized gain (loss) on interest rate hedges | (12,410 | ) | 4,493 | (7,917 | ) | ||||||||||||
$ | (24,784 | ) | $ | 6,056 | $ | (18,728 | ) | ||||||||||
31-Dec-14 | |||||||||||||||||
Gross | Tax Effect | Net Amount | |||||||||||||||
Foreign currency translation | $ | (4,979 | ) | $ | — | $ | (4,979 | ) | |||||||||
Additional pension liability | (4,236 | ) | 1,588 | (2,648 | ) | ||||||||||||
Unrealized gain (loss) on interest rate hedges | (8,292 | ) | 3,110 | (5,182 | ) | ||||||||||||
$ | (17,507 | ) | $ | 4,698 | $ | (12,809 | ) | ||||||||||
Changes in Accumulated Other Comprehensive Income by Component | The following table presents the changes in accumulated other comprehensive income by component for the three months ended March 31, 2015: | ||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Unrealized | Additional | Foreign | Total | ||||||||||||||
gain (loss) on | pension | currency | |||||||||||||||
interest rate | liability | translation | |||||||||||||||
hedges | |||||||||||||||||
Beginning balance | $ | (5,182 | ) | $ | (2,648 | ) | $ | (4,979 | ) | $ | (12,809 | ) | |||||
Other comprehensive income (loss) before reclassifications | (3,158 | ) | — | (3,233 | ) | (6,391 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 423 | 49 | — | 472 | |||||||||||||
Ending balance | $ | (7,917 | ) | $ | (2,599 | ) | $ | (8,212 | ) | $ | (18,728 | ) | |||||
Reclassifications out of Accumulated Comprehensive Income | The following table presents the reclassifications out of accumulated other comprehensive income during the three months ended March 31, 2015: | ||||||||||||||||
Details about accumulated other comprehensive income | Amount | Affected | |||||||||||||||
reclassified from | |||||||||||||||||
accumulated other | line item | ||||||||||||||||
comprehensive | |||||||||||||||||
income | on the | ||||||||||||||||
statement of | |||||||||||||||||
income | |||||||||||||||||
Change in fair value of derivative swap agreements | |||||||||||||||||
Interest rate hedging contracts | $ | 638 | Interest expense | ||||||||||||||
Tax effect | (215 | ) | Tax expense (benefit) | ||||||||||||||
$ | 423 | Net of tax | |||||||||||||||
Amortization of pension obligations | |||||||||||||||||
Prior service cost | $ | 4 | Cost of sales | ||||||||||||||
Actuarial losses | 70 | Cost of sales | |||||||||||||||
74 | Total before tax | ||||||||||||||||
Tax effect | (25 | ) | Tax expense | ||||||||||||||
49 | Net of tax | ||||||||||||||||
Total reclassifications for the period | $ | 472 | Net of tax | ||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Summarized Financial Information for Reportable Segments | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Revenue | |||||||||
Proppant Solutions | $ | 272,869 | $ | 266,500 | |||||
Industrial & Recreational Products | 28,621 | 28,433 | |||||||
Total revenue | 301,490 | 294,933 | |||||||
Segment contribution margin | |||||||||
Proppant Solutions | 83,819 | 89,028 | |||||||
Industrial & Recreational Products | 7,076 | 6,222 | |||||||
Total segment contribution margin | 90,895 | 95,250 | |||||||
Operating expenses excluded from segment contribution margin | |||||||||
Selling, general, and administrative | 15,760 | 13,126 | |||||||
Depreciation, depletion, and amortization | 16,223 | 12,938 | |||||||
Stock compensation expense | 1,883 | 2,094 | |||||||
Other operating expense (income) | (99 | ) | 16 | ||||||
Interest expense, net | 15,308 | 17,906 | |||||||
Other non-operating expense | 324 | 291 | |||||||
Income before provision for taxes | $ | 41,497 | $ | 48,879 | |||||
Inventories_Schedule_of_Invent
Inventories - Schedule of Inventories (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $18,869 | $19,803 |
Work-in-process | 20,963 | 23,568 |
Finished goods | 79,176 | 91,202 |
Inventory gross | 119,008 | 134,573 |
Less: LIFO reserve | -3,260 | -2,960 |
Inventories | $115,748 | $131,613 |
Property_Plant_and_Equipment_S
Property, Plant and Equipment - Schedule of Property,Plant and Equipment (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $1,104,101 | $1,106,275 |
Accumulated depletion and depreciation | -244,171 | -265,001 |
Property, plant, and equipment, net | 859,930 | 841,274 |
Land and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 64,963 | 63,800 |
Mineral Reserves and Mine Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 275,515 | 303,804 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 512,337 | 478,225 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 146,611 | 146,165 |
Furniture, Fixtures and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 3,729 | 3,604 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $100,946 | $110,677 |
LongTerm_Debt_Schedule_of_Long
Long-Term Debt - Schedule of Long-Term Debt (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Industrial Revenue bond | $10,000 | $10,000 |
Revolving credit facility and other | 1,082 | 1,098 |
Capital leases, net | 11,743 | 10,724 |
Long term debt | 1,250,821 | 1,252,639 |
Long term debt | 1,250,821 | 1,252,639 |
Less: current portion | -17,277 | -17,274 |
Long-term debt including leases | 1,233,544 | 1,235,365 |
Term Loan B-1 [Member] | ||
Debt Instrument [Line Items] | ||
Term Loans | 319,221 | 319,917 |
Revolving credit facility and other | 274,206 | |
Term Loan B-2 [Member] | ||
Debt Instrument [Line Items] | ||
Term Loans | 908,775 | 910,900 |
Revolving credit facility and other | $958,130 |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | ||||
Mar. 31, 2015 | Sep. 30, 2014 | Aug. 31, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||||
Available borrowing remaining on the credit facility | $113,467,000 | |||||
Total Revolving Credit Facility commitment | 125,000,000 | 125,000,000 | ||||
Outstanding tranche B-1 term loans | 1,082,000 | 1,098,000 | ||||
Extension fee paid | 1,100,000 | |||||
Additional Joinder Agreements [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, incremental revolving commitments | 3,371,000 | 46,629,000 | ||||
Fairmount Santrol Inc [Member] | Pre Amendment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument borrowings, maturity date | 15-Mar-17 | |||||
Fairmount Santrol Inc [Member] | Post Amendment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument borrowings, maturity date | 5-Sep-19 | |||||
Term Loan B-2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument increased borrowings | 41,000,000 | |||||
Debt instrument borrowings, maturity date | 5-Sep-19 | |||||
Debt instrument borrowings, interest rate term | One-quarter of 1% | |||||
Outstanding tranche B-1 term loans | 958,130,000 | |||||
Term Loan B-2 [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Reduced margin rate | 2.50% | |||||
Term Loan B-2 [Member] | Eurodollar [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Reduced margin rate | 3.50% | |||||
Term Loan B-1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument borrowings, maturity date | 15-Mar-17 | |||||
Outstanding tranche B-1 term loans | 274,206,000 | |||||
Term Loan B-1 [Member] | Fairmount Santrol Inc [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding tranche B-1 term loans | $45,919,000 | |||||
Term Loan B-1 [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Reduced margin rate | 2.50% | |||||
Term Loan B-1 [Member] | Eurodollar [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Reduced margin rate | 3.50% |
Earnings_Per_Share_Computation
Earnings Per Share - Computation of Basic and Diluted Earnings per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator: | ||
Net income attributable to FMSA Holdings Inc. | $30,759 | $34,541 |
Denominator: | ||
Basic weight average shares outstanding | 160,948,858 | 156,462,356 |
Dilutive effect of employee stock options & RSU's | 5,381,849 | 8,620,258 |
Diluted weighted average shares outstanding | 166,330,707 | 165,082,614 |
Earnings per common share-basic | $0.19 | $0.22 |
Earnings per common share-diluted | $0.18 | $0.21 |
Earnings_per_Share_Additional_
Earnings per Share - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Securities excluded from computation of earning per share | 6,416,198 | 2,717,314 |
Derivative_Instruments_Additio
Derivative Instruments - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Derivative [Line Items] | ||
Interest expense | ($15,308,000) | ($17,906,000) |
Reclassification Out of Accumulated Other Comprehensive Income [Member] | ||
Derivative [Line Items] | ||
Interest expense | 3,069,000 | |
Interest Rate Swap Agreements [Member] | ||
Derivative [Line Items] | ||
Notional amount of swap agreements | 590,225,000 | |
Interest expense | $16,000 | $15,000 |
Interest Rate Swap Agreements [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative, minimum variable interest rate | 0.83% | |
Interest rate swap agreement, maturity date | 31-Mar-15 | |
Interest Rate Swap Agreements [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative, maximum variable interest rate | 3.12% | |
Interest rate swap agreement, maturity date | 5-Sep-19 |
Derivative_Instruments_Fair_Va
Derivative Instruments - Fair Values of Derivative Instrument and the Respective Classification in Condensed Consolidated Balance Sheets (Detail) (Interest Rate Swap Agreements [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, fair value | ($15,186) | ($11,363) |
Designated as Hedges [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | -14,228 | -10,253 |
Designated as Hedges [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 333 | |
Not Designated as Hedges [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | ($958) | ($1,443) |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (Quoted Prices in Active Markets (Level 1) [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Term Loan B-1 [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Fair value of long term debt | $291,314 | $295,750 |
Term Loan B-2 [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Fair value of long term debt | $798,185 | $794,500 |
Fair_Value_Measurements_Financ
Fair Value Measurements - Financial Instruments Carried at Fair Value (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Net Asset (Liability) | ($15,186) | ($11,363) |
Interest Rate Swap Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | -15,186 | -11,363 |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Net Asset (Liability) | -15,186 | -11,363 |
Other Observable Inputs (Level 2) [Member] | Interest Rate Swap Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | ($15,186) | ($11,363) |
Common_Stock_and_Stock_Based_C
Common Stock and Stock Based Compensation - Additional Information (Detail) (Common Stock [Member], USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Common Stock [Member] | ||
Stock Based Compensation [Line Items] | ||
Number of shares granted to purchase | 54,740 | 0 |
Average grant date fair value of options issued | $3.13 | |
Restricted stock units issued | 5,916 | 0 |
IncomeTaxes_Additional_Informa
IncomeTaxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $10,617 | $14,265 |
Income before income taxes | $41,497 | $48,879 |
Effective income tax rate | 25.60% | 29.20% |
Defined_Benefit_Plans_Addition
Defined Benefit Plans - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Pension_Plan | ||
Compensation and Retirement Disclosure [Abstract] | ||
Number of defined benefit pension plans | 2 | |
Pension and postretirement contributions | $18 | $78 |
Expected contribution for pension plan | $66 |
Defined_Benefit_Plans_Net_Peri
Defined Benefit Plans - Net Periodic Benefit Cost Recognized for Plans (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Schedule Of Sale Of Subsidiary [Abstract] | ||
Service cost | $27 | $19 |
Interest cost | 85 | 83 |
Expected return on plan assets | -127 | -146 |
Amortization of prior service cost | 4 | 5 |
Amortization of net actuarial loss | 70 | 40 |
Net periodic benefit cost | $59 | $1 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income - Components of Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | ($24,784) | ($17,507) |
Accumulated other comprehensive income (loss), Tax Effect | 6,056 | 4,698 |
Accumulated other comprehensive income (loss) | -18,728 | -12,809 |
Foreign Currency Translation [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | -8,212 | -4,979 |
Accumulated other comprehensive income (loss) | -8,212 | -4,979 |
Additional Pension Liability [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | -4,162 | -4,236 |
Accumulated other comprehensive income (loss), Tax Effect | 1,563 | 1,588 |
Accumulated other comprehensive income (loss) | -2,599 | -2,648 |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | -12,410 | -8,292 |
Accumulated other comprehensive income (loss), Tax Effect | 4,493 | 3,110 |
Accumulated other comprehensive income (loss) | ($7,917) | ($5,182) |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Income - Changes in Accumulated Other Comprehensive Income by Component (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | ($12,809) |
Other comprehensive income (loss) before reclassifications | -6,391 |
Amounts reclassified from accumulated other comprehensive income (loss) | 472 |
Ending balance | -18,728 |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | -5,182 |
Other comprehensive income (loss) before reclassifications | -3,158 |
Amounts reclassified from accumulated other comprehensive income (loss) | 423 |
Ending balance | -7,917 |
Additional Pension Liability [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | -2,648 |
Amounts reclassified from accumulated other comprehensive income (loss) | 49 |
Ending balance | -2,599 |
Foreign Currency Translation [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | -4,979 |
Other comprehensive income (loss) before reclassifications | -3,233 |
Ending balance | ($8,212) |
Accumulated_Other_Comprehensiv4
Accumulated Other Comprehensive Income - Reclassifications out of Accumulated Comprehensive Income (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Total before tax | $41,497 | $48,879 |
Provision for income taxes | -10,617 | -14,265 |
Net income | 30,880 | 34,614 |
Cost of sales | 202,548 | 191,112 |
Reclassification Out of Accumulated Other Comprehensive Income [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Net income | 472 | |
Reclassification Out of Accumulated Other Comprehensive Income [Member] | Unrealized Gain (Loss) on Interest Rate Hedges [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest expense | 638 | |
Provision for income taxes | -215 | |
Net income | 423 | |
Reclassification Out of Accumulated Other Comprehensive Income [Member] | Accumulated Defined Benefit Plans Adjustment, Net Prior Service Cost (Credit) [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Cost of sales | 4 | |
Reclassification Out of Accumulated Other Comprehensive Income [Member] | Accumulated Defined Benefit Plans Adjustment, Net Unamortized Gain (Loss) [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Cost of sales | 70 | |
Reclassification Out of Accumulated Other Comprehensive Income [Member] | Additional Pension Liability [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Total before tax | 74 | |
Provision for income taxes | -25 | |
Net income | $49 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 |
Commitments And Contingencies [Line Items] | |||
Rent expense for lease | $16,360 | $12,639 | |
Self-Suspending Proppant LLC [Member] | |||
Commitments And Contingencies [Line Items] | |||
Commitment period of sales | 5 years | ||
Commitment commencing date | 1-Oct-15 |
Transactions_with_Related_Part1
Transactions with Related Parties - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Affiliated Entity [Member] | ||
Related Party Transaction [Line Items] | ||
Purchases from an affiliated entity | $44 | $702 |
Material Purchases [Member] | ||
Related Party Transaction [Line Items] | ||
Purchases from an affiliated entity | 0 | 0 |
Management Services [Member] | ||
Related Party Transaction [Line Items] | ||
Management fees payment | $0 | $291 |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Segments | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment_Reporting_Summarized_F
Segment Reporting - Summarized Financial Information for Reportable Segments (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue | ||
Revenue | $301,490 | $294,933 |
Segment contribution margin | ||
Segment contribution margin | 90,895 | 95,250 |
Operating expenses excluded from segment contribution margin | ||
Selling, general, and administrative | 24,020 | 21,778 |
Depreciation, depletion, and amortization | 16,223 | 12,938 |
Stock compensation expense | 1,883 | 2,094 |
Other operating expense (income) | -313 | -65 |
Interest expense, net | 15,308 | 17,906 |
Other non-operating expense | 324 | 291 |
Income before provision for income taxes | 41,497 | 48,879 |
Proppant Solutions [Member] | ||
Revenue | ||
Revenue | 272,869 | 266,500 |
Segment contribution margin | ||
Segment contribution margin | 83,819 | 89,028 |
Industrial & Recreational Products [Member] | ||
Revenue | ||
Revenue | 28,621 | 28,433 |
Segment contribution margin | ||
Segment contribution margin | 7,076 | 6,222 |
Corporate and Other [Member] | ||
Operating expenses excluded from segment contribution margin | ||
Selling, general, and administrative | 15,760 | 13,126 |
Depreciation, depletion, and amortization | 16,223 | 12,938 |
Stock compensation expense | 1,883 | 2,094 |
Other operating expense (income) | -99 | 16 |
Interest expense, net | 15,308 | 17,906 |
Other non-operating expense | $324 | $291 |