Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 06, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FMSA | ||
Entity Registrant Name | Fairmount Santrol Holdings Inc. | ||
Entity Central Index Key | 1,010,858 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 161,433,248 | ||
Entity Public Float | $ 1,322,138,301 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenue | $ 828,709,000 | $ 1,356,458,000 | $ 988,386,000 |
Cost of sales (excluding depreciation, depletion, amortization, and stock compensation expense shown separately) | 608,845,000 | 851,454,000 | 627,842,000 |
Operating expenses | |||
Selling, general and administrative expenses | 80,666,000 | 114,227,000 | 81,858,000 |
Depreciation, depletion and amortization expense | 66,754,000 | 59,379,000 | 37,771,000 |
Stock compensation expense | 4,525,000 | 16,571,000 | 10,133,000 |
Restructuring and other charges | 27,451,000 | 0 | 0 |
Goodwill impairment | 69,246,000 | 0 | 0 |
Other operating expense | 1,357,000 | 3,163,000 | 2,826,000 |
Income (loss) from operations | (30,135,000) | 311,664,000 | 227,956,000 |
Interest expense, net | 62,242,000 | 60,842,000 | 61,926,000 |
Loss on extinguishment of debt | 11,760,000 | ||
Other non-operating expense | 1,492,000 | 2,786,000 | 4,394,000 |
Income (loss) before provision for income taxes | (93,869,000) | 248,036,000 | 149,876,000 |
Provision (benefit) for income taxes | (1,939,000) | 77,413,000 | 45,219,000 |
Net income (loss) | (91,930,000) | 170,623,000 | 104,657,000 |
Less: Net income attributable to the non-controlling interest | 205,000 | 173,000 | 696,000 |
Net income (loss) attributable to Fairmount Santrol Holdings Inc. | $ (92,135,000) | $ 170,450,000 | $ 103,961,000 |
Earnings per share | |||
Basic | $ (0.57) | $ 1.08 | $ 0.67 |
Diluted | $ (0.57) | $ 1.03 | $ 0.63 |
Weighted average number of shares outstanding | |||
Basic | 161,296,933 | 157,949,664 | 156,008,218 |
Diluted | 161,296,933 | 166,277,124 | 164,637,554 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (91,930) | $ 170,623 | $ 104,657 |
Other comprehensive income (loss), net of tax | |||
Foreign currency translation adjustment | (3,733) | (2,353) | (2) |
Pension obligations | 97 | (950) | 914 |
Change in fair value of derivative agreements | (1,248) | (5,970) | 4,751 |
Total other comprehensive income (loss), net of tax | (4,884) | (9,273) | 5,663 |
Comprehensive income (loss) | (96,814) | 161,350 | 110,320 |
Comprehensive income attributable to the non-controlling interest | 205 | 173 | 696 |
Comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. | $ (97,019) | $ 161,177 | $ 109,624 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 171,486 | $ 76,923 |
Accounts receivable, net | 73,566 | 206,094 |
Inventories | 70,494 | 131,613 |
Deferred income taxes | 5,158 | |
Prepaid expenses and other assets | 39,910 | 40,766 |
Current assets classified as held-for-sale (includes cash, accounts receivable, inventories, and property, plant, and equipment) | 4,218 | |
Total current assets | 359,674 | 460,554 |
Property, plant and equipment, net | 870,997 | 841,274 |
Deferred income taxes | 834 | |
Goodwill | 15,301 | 84,677 |
Intangibles, net | 96,482 | 100,769 |
Other assets | 25,671 | 26,742 |
Total assets | 1,368,959 | 1,514,016 |
Current liabilities | ||
Current portion of long-term debt | 17,536 | 17,274 |
Accounts payable | 40,421 | 88,542 |
Accrued expenses | 26,785 | 36,025 |
Current liabilities directly related to current assets classified as held-for-sale (includes accounts payable and accrued expenses) | 934 | |
Total current liabilities | 85,676 | 141,841 |
Long-term debt | 1,220,280 | 1,235,365 |
Deferred income taxes | 89,569 | 74,351 |
Other long-term liabilities | 33,802 | 28,985 |
Total liabilities | $ 1,429,327 | $ 1,480,542 |
Commitments and contingent liabilities | ||
Common stock: $0.01 par value, 1,850,000,000 authorized shares Shares outstanding: 161,433,248 and 160,913,266 at December 31, 2015 and December 31, 2014, respectively | $ 2,391 | $ 2,387 |
Preferred stock: $0.01 par value, 100,000,000 authorized shares Shares outstanding: 0 at December 31, 2015 and December 31, 2014, respectively | ||
Additional paid-in capital | $ 776,705 | $ 771,888 |
Retained earnings | 405,044 | 497,179 |
Accumulated other comprehensive income (loss) | (17,693) | (12,809) |
Total equity attributable to Fairmount Santrol Holdings Inc. before treasury stock | 1,166,447 | 1,258,645 |
Less: Treasury stock at cost Shares in treasury: 77,765,480 at December 31, 2015 and December 31, 2014, respectively | (1,227,663) | (1,227,663) |
Total equity (deficit) attributable to Fairmount Santrol Holdings Inc. | (61,216) | 30,982 |
Non-controlling interest | 848 | 2,492 |
Total equity (deficit) | (60,368) | 33,474 |
Total liabilities and equity | $ 1,368,959 | $ 1,514,016 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,850,000,000 | 1,850,000,000 |
Common stock, shares outstanding | 161,433,248 | 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 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Subtotal [Member] | Non-controlling Interest [Member] |
Beginning balances at Dec. 31, 2012 | $ (285,928) | $ 2,334 | $ 719,858 | $ 222,768 | $ (9,199) | $ (1,225,299) | $ (289,538) | $ 3,610 |
Beginning balances, shares at Dec. 31, 2012 | 155,877,000 | 77,546,000 | ||||||
Purchase of treasury stock | (1,702) | $ (1,702) | (1,702) | |||||
Purchase of treasury stock, shares | (160,000) | 160,000 | ||||||
Stock options exercised | 1,277 | $ 7 | 1,270 | 1,277 | ||||
Stock options exercised, shares | 745,000 | |||||||
Stock compensation expense | 10,133 | 10,133 | 10,133 | |||||
Tax effect of stock options exercised | 1,827 | 1,827 | 1,827 | |||||
Transactions with non-controlling interest | (1,285) | (1,285) | ||||||
Net income (loss) | 104,657 | 103,961 | 103,961 | 696 | ||||
Other comprehensive income (loss) | 5,663 | 5,663 | 5,663 | |||||
Ending balances at Dec. 31, 2013 | (165,358) | $ 2,341 | 733,088 | 326,729 | (3,536) | $ (1,227,001) | (168,379) | 3,021 |
Ending balances, shares at Dec. 31, 2013 | 156,462,000 | 77,706,000 | ||||||
Purchase of treasury stock | (662) | $ (662) | (662) | |||||
Purchase of treasury stock, shares | (59,000) | 59,000 | ||||||
Stock options exercised | 6,540 | $ 46 | 6,494 | 6,540 | ||||
Stock options exercised, shares | 4,510,000 | |||||||
Stock compensation expense | 16,571 | 16,571 | 16,571 | |||||
Tax effect of stock options exercised | 15,735 | 15,735 | 15,735 | |||||
Transactions with non-controlling interest | (702) | (702) | ||||||
Net income (loss) | 170,623 | 170,450 | 170,450 | 173 | ||||
Other comprehensive income (loss) | (9,273) | (9,273) | (9,273) | |||||
Ending balances at Dec. 31, 2014 | 33,474 | $ 2,387 | 771,888 | 497,179 | (12,809) | $ (1,227,663) | 30,982 | 2,492 |
Ending balances, shares at Dec. 31, 2014 | 160,913,000 | 77,765,000 | ||||||
Stock options exercised | $ 1,767 | $ 4 | 1,763 | 1,767 | ||||
Stock options exercised, shares | 519,982 | 520,000 | ||||||
Stock compensation expense | $ 4,525 | 4,525 | 4,525 | |||||
Tax effect of stock options exercised | 1,471 | 1,471 | 1,471 | |||||
Transactions with non-controlling interest | (1,849) | (1,849) | ||||||
Net income (loss) | (91,930) | (92,135) | (92,135) | 205 | ||||
Other comprehensive income (loss) | (4,884) | (4,884) | (4,884) | |||||
Ending balances at Dec. 31, 2015 | $ (60,368) | $ 2,391 | $ 776,705 | $ 405,044 | $ (17,693) | $ (1,227,663) | $ (61,216) | $ 848 |
Ending balances, shares at Dec. 31, 2015 | 161,433,000 | 77,765,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Cash Flows [Abstract] | |||
Net income (loss) | $ (91,930,000) | $ 170,623,000 | $ 104,657,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and depletion | 62,218,000 | 54,111,000 | 35,917,000 |
Amortization | 11,416,000 | 11,991,000 | 8,446,000 |
Write-off of deferred financing costs | 864,000 | 11,358,000 | |
Write-off and impairment of long-lived assets | 7,954,000 | 200,000 | |
Goodwill impairment | 69,246,000 | 0 | 0 |
Inventory reserve adjustment | 1,591,000 | ||
(Gain) loss on sale of fixed assets | 8,712,000 | 854,000 | |
Unrealized loss on interest rate swaps | 49,000 | 208,000 | 3,009,000 |
Deferred income taxes and taxes payable | 20,983,000 | 37,810,000 | 826,000 |
Stock compensation expense | 4,525,000 | 16,571,000 | 10,133,000 |
Change in operating assets and liabilities, net of acquired balances: | |||
Accounts receivable | 129,686,000 | (66,406,000) | (22,097,000) |
Inventories | 59,527,000 | (13,264,000) | 158,000 |
Prepaid expenses and other assets | (3,272,000) | (23,454,000) | (11,698,000) |
Accounts payable | (38,698,000) | (1,456,000) | 46,542,000 |
Accrued expenses | (6,877,000) | 17,488,000 | (12,616,000) |
Net cash provided by operating activities | 235,994,000 | 205,276,000 | 174,635,000 |
Cash flows from investing activities | |||
Proceeds from sale of fixed assets | 5,160,000 | ||
Capital expenditures | (113,750,000) | (143,491,000) | (111,514,000) |
Purchase of business and assets | (250,000) | (468,003,000) | |
Net cash used in investing activities | (114,000,000) | (138,331,000) | (579,517,000) |
Cash flows from financing activities | |||
Proceeds from issuance of term loans | 41,000,000 | 1,226,950,000 | |
Payments on term debt | (13,532,000) | (12,512,000) | (841,025,000) |
Change in other long-term debt and capital leases | (6,975,000) | (4,830,000) | (2,356,000) |
Proceeds from borrowing on revolving credit facility | 32,267,000 | 148,100,000 | |
Payments on revolving credit facility | (73,000,000) | (107,100,000) | |
Settlement of contingent consideration | (9,600,000) | ||
Proceeds from option exercises | 1,767,000 | 6,540,000 | 1,277,000 |
Purchase of treasury stock | (662,000) | (1,702,000) | |
Tax effect of stock options exercised and dividend equivalents | (1,472,000) | 15,735,000 | 1,827,000 |
Distributions to non-controlling interest | (301,000) | (702,000) | (1,285,000) |
Financing costs | (4,578,000) | (1,913,000) | (14,171,000) |
Net cash provided by (used in) financing activities | (25,091,000) | (7,677,000) | 410,515,000 |
Change in cash and cash equivalents related to assets classified as held-for-sale | (1,376,000) | ||
Foreign currency adjustment | (964,000) | (160,000) | 316,000 |
Increase in cash and cash equivalents | 94,563,000 | 59,108,000 | 5,949,000 |
Cash and cash equivalents: | |||
Beginning of period | 76,923,000 | 17,815,000 | 11,866,000 |
End of period | 171,486,000 | 76,923,000 | 17,815,000 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 61,395,000 | 62,167,000 | 57,694,000 |
Income taxes paid (refunded) | (19,898,000) | 32,203,000 | 56,319,000 |
Non-cash investing activities: | |||
Equipment purchased under capital leases | $ 4,552,000 | $ 6,558,000 | $ 5,989,000 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Fairmount Santrol Holdings Inc. (formerly “FMSA Holdings Inc.”) and its consolidated subsidiaries (collectively, the “Company”) is a supplier of proppants and sand products. The Company is organized into two segments: Proppant Solutions and Industrial & Recreational Products. This segmentation is based on the end markets served, management structure, and the financial information that is reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance. The Proppant Solutions business serves the oil and gas recovery markets in the United States, Canada, Argentina, Mexico, China, northern Europe, and the United Arab Emirates, providing raw and coated proppants primarily for use in hydraulic fracturing. The raw sand and substrate for coated sand generally consists of high-purity silica sands produced at facilities in Illinois, Wisconsin, and Texas. The Industrial & Recreational Products (“I&R”) business provides raw and coated sands to the foundry, building products, glass, turf and landscape, and filtration industries. Raw sand for the I&R business is produced at facilities in Ohio, Wisconsin, and Illinois. In addition to its wholly-owned subsidiaries, the Company owns 90% of a holding company, Technimat LLC, which owns 70% of Santrol (Yixing) Proppant Co., a manufacturer of resin-based proppants located in China. The non-controlling interests in both entities are presented as “non-controlling interest” on the balance sheet. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principal of Consolidation The consolidated financial statements include the accounts of Fairmount Santrol Holdings Inc. and its wholly-owned and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. Liquidity and Debt Obligations Given the current volatility in the oil and gas market, upon which the Company depends for a majority of its revenues, as well as its upcoming term loan payments in the amount of $156,134 due in March 2017, these conditions could raise substantial doubt about the Company’s ability to satisfy its obligations on a current basis. Management has evaluated its plans to ensure adequate liquidity to meet its obligations in the coming year. In addition to reductions in operating costs, and selling, general, and administrative costs, management believes it has the ability to manage liquidity and meet its obligations throughout 2016, as well as the time the term loan payment is due in March 2017, through capital spending reductions, working capital improvements, permitted asset sales, current Revolving Credit Facility availability, and permitted borrowing under the terms of its credit agreement (see Note 10). Meeting the forecast is depending upon management executing on its current plan and assumes there will not be significant further deterioration in the markets. A continued sustained downturn in the Company’s key markets could significantly impact its forecasts. While the Company believes its operations forecasts are reasonable, the forecasts are based on assumptions, and market conditions impacting the industry, primarily the proppant business, are uncertain. In the event the operating results are significantly worse than projected or the Company is unsuccessful in generating sufficient liquidity, the Company may not be able to satisfy its debt obligations and would be forced to restructure these obligations, Revenue Recognition Revenue is recognized when delivery of products has occurred, the selling price is fixed or determinable, collectability is reasonably assured and title and risk of loss have transferred to the customer. This generally occurs when products leave a distribution terminal or, in the case of direct shipments, when products leave a production facility. In a majority of cases, transportation costs to move product from a production facility to a storage terminal are borne by the Company and capitalized into the cost of inventory. These costs are included in the cost of sales as the product is sold. The Company derives its revenue by mining and processing minerals that its customers purchase for various uses. Its net sales are primarily a function of the price per ton realized and the volumes sold. In a number of instances, its net sales also include a separate charge for transportation services it provides to its customers. In the Proppant Solutions segment, the Company primarily sells its products under market rate contracts with terms typically ranging from two to ten years. The Company invoices the majority of its customers on a per shipment basis when the customer takes possession of the product. Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. At various times, the Company maintains funds on deposit at its banks in excess of FDIC insurance limits. Accounts Receivable Trade accounts receivable are stated at the amount management expects to collect, and do not bear interest. Management provides for uncollectible amounts based on its assessment of the current status of individual accounts. Accounts receivable are net of allowance for doubtful accounts of $2,470 and $4,255 as of December 31, 2015 and 2014, respectively. Inventories Inventories are stated at the lower of cost or market. Certain subsidiaries determine cost using the last-in, first-out (LIFO) method. If the first-in, first-out (FIFO) method of inventory accounting had been used, inventories would have been higher by $2,912 and $2,960 at December 31, 2015 and 2014, respectively. LIFO inventories comprise 18% and 16% of inventories reflected in the accompanying Consolidated Balance Sheets as of December 31, 2015 and 2014, respectively. The cost of inventories of all other subsidiaries is determined using the FIFO method. In 2013, the Company recognized $4,958 permanent write-down in the value of finished goods inventory, net of expected recoveries from suppliers. The inventory write-down is included in cost of sales. In the year ended December 31, 2014, the Company recorded a write-down of $908 of certain inventory to recognize a permanent decline in the value of the inventory, which is included in other operating expense. In the year ended December 31, 2015, the Company recorded $1,590 of adjustments to increase the inventory reserve to recognize the decline in value of work-in-process and finished goods inventory, which is recorded in cost of sales. Property, Plant, and Equipment Property, plant, and equipment are stated at cost. Expenditures, including interest, for property, plant, and equipment and items that substantially increase the useful lives of existing assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation on property, plant, and equipment is computed on a straight-line basis over the estimated useful lives of the related assets. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. Depletion expense calculated for depletable land and mineral rights is based on cost multiplied by a depletion factor. The depletion factor varies based on production and other factors, but is generally equal to annual tons mined divided by total estimated remaining reserves for the mine. The estimated service lives of property and equipment are principally as follows: Land improvements 10-40 years Machinery and equipment 3-20 years Buildings and improvements 10-40 years Furniture, fixtures, and other 3-10 years Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Construction in progress at December 31, 2015, represents machinery and facilities under installation. The Company capitalizes interest cost incurred on funds used to construct property, plant, and equipment. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life. Interest cost capitalized was $4,903 and $6,765 in 2015 and 2014, respectively. Depreciation and depletion expense was $62,218, $54,111, and $35,917 in years ended December 31, 2015, 2014, and 2013, respectively. Included in land and improvements are occupancy rights in China of $354 that are held for a term of 50 years until December 2057. As of December 31, 2015, these assets are further classified as held-for-sale. The Company reviews property, plant, and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of property, plant, and equipment may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets or asset groups. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. Deferred Financing Costs Deferred financing costs are amortized over the terms of the related debt obligations and are included in other assets. In connection with the refinancing of the Company’s debt in September 2013 (see Note 10), the Company incurred financing costs of $15,132 of which $14,171 were capitalized. In connection with the refinancing, the Company wrote off $11,358 of costs that were previously capitalized. In 2014, the Company incurred additional deferred financing charges in connection with the amendment of the existing credit agreement whereby the applicable margin for B-1 and B-2 base rate and Eurodollar loans was reduced (refer to Note 10). In connection with the amendment to the Revolving Credit Facility in 2015, the Company wrote off $864 of costs that were previously capitalized. The following table presented deferred financing costs as of December 31, 2015 and 2014: December 31, December 31, Deferred financing costs $ 42,541 $ 37,936 Accumulated amortization (24,145 ) (17,510 ) Deferred financing costs, net $ 18,396 $ 20,426 Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are reviewed for impairment by applying a fair-value based test on an annual basis or more frequently if circumstances indicate that impairment may have occurred. The Company evaluates qualitative factors such as economic performance, industry conditions, and other factors to determine if it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an indication of goodwill impairment exists. The second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to the excess. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a definite-lived intangible asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the assets or asset groups. The evaluation of goodwill or other intangible assets for possible impairment includes estimating fair value using one or a combination of valuation techniques, such as discounted cash flows or based on comparable companies or transactions. These valuations require the Company to make estimates and assumptions regarding future operating results, cash flows, changes in working capital and capital expenditures, selling prices, profitability, and the cost of capital. Although the Company believes its assumptions and estimates are reasonable, deviations from the assumptions and estimates could produce a materially different result. Earnings per Share Basic and diluted earnings per share is presented for net income attributable to Fairmount Santrol Holdings Inc. Basic earnings per share is computed by dividing income available to Fairmount Santrol Holdings Inc. common stockholders by the weighted-average number of outstanding common shares for the period. Diluted earnings per share is computed by increasing the weighted-average number of outstanding common shares to include the additional common shares that would be outstanding after exercise of outstanding stock options and restricted stock units. Potential common shares in the diluted earnings per share calculation are excluded to the extent that they would be anti-dilutive. Derivatives and Hedging Activities Due to its variable-rate indebtedness, the Company is exposed to fluctuations in interest rates. The Company uses interest rate swaps to manage this exposure. These 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 during 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. Foreign Currency Translation Assets and liabilities of all foreign operations are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are reflected as accumulated other comprehensive income (loss) in equity. Concentration of Labor Approximately 16% of the Company’s domestic labor force is covered under two union agreements that expire in 2016 and one union agreement that expires in 2018. The Company is in the process of negotiating new union agreements for those that expire in 2016. Concentration of Credit Risk At December 31, 2015, the Company had one customer whose receivable balance exceeded 10% of total receivables. Approximately, 35% of the Company’s accounts receivable balance is from this customer. At December 31, 2014, the Company had two customers whose receivable balances exceeded 10% of its total receivables. Approximately, 21% and 18% of the accounts receivable balance were from these two customers, respectively. Income Taxes The Company uses the asset and liability method to account for deferred income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax bases. Management reviews the Company’s deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established if management believes it is more likely than not that some portion of the deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change. The Company recognizes a tax benefit associated with an uncertain tax position when the tax position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties accrued related to unrecognized tax uncertainties in income tax expense. Asset Retirement Obligation The Company estimates the future cost of dismantling, restoring, and reclaiming operating excavation sites and related facilities in accordance with federal, state, and local regulatory requirements. The Company records the initial estimated present value of reclamation costs as an asset retirement obligation and increases the carrying amount of the related asset by a corresponding amount. The Company allocates reclamation costs to expense over the life of the related assets and adjusts the related liability for changes resulting from the passage of time and revisions to either the timing or amount of the original present value estimate. If the asset retirement obligation is settled for more or less than the carrying amount of the liability, a loss or gain will be recognized, respectively. Research and Development (R&D) The Company’s research and development expenses consist of personnel and other direct and indirect costs for internally-funded project development. Total expenses for R&D for the years ended December 31, 2015, 2014, and 2013 were $5,036, $6,286, and $5,364, respectively. Total research and development expenditures represented 0.61%, 0.46%, and 0.54% of revenues in 2015, 2014, and 2013, respectively. Change in Classification During 2014, the Company modified the presentation of certain recoverable value-added taxes and other taxes remitted in Mexico to more appropriately reflect the nature of the underlying tax-related receivables. The consolidated statements of cash flows were modified to reflect the reclassification and resulted in $1,366 being reclassified from the change in accounts receivable to the change in prepaids and other assets for the year ended December 31, 2013. There was no net effect to cash flows provided by operating activities for the period. In accordance with Accounting Standards Update No. 2015-17 – Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) is a separate line within equity that reports the Company’s cumulative income that has not been reported as part of net income. Items that are included in this line are the income or loss from foreign currency translation, actuarial gains and losses and prior service cost related to pension liabilities, and the unrealized gains and losses on certain investments or hedges, net of taxes. The components of accumulated other comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. at December 31, 2015 and 2014 were as follows: December 31, 2015 Gross Tax Effect Net Amount Foreign currency translation $ (10,030 ) $ 1,318 $ (8,712 ) Additional pension liability (4,014 ) 1,464 (2,550 ) Unrealized gain (loss) on interest rate hedges (10,128 ) 3,697 (6,431 ) $ (24,172 ) $ 6,479 $ (17,693 ) December 31, 2014 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 year ended December 31, 2015: Year Ended December 31, 2015 Unrealized Additional Foreign Total Beginning balance $ (5,182 ) $ (2,648 ) $ (4,979 ) $ (12,809 ) Other comprehensive income (loss) before reclassifications (3,231 ) (174 ) (3,733 ) (7,138 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,982 272 — 2,254 Ending balance $ (6,431 ) $ (2,550 ) $ (8,712 ) $ (17,693 ) The following table presents the reclassifications out of accumulated other comprehensive income during the year ended December 31, 2015: Details about accumulated other comprehensive income Amount reclassified Affected line item on the Change in fair value of derivative swap agreements Interest rate hedging contracts $ 3,320 Interest expense Tax effect (1,337 ) Tax expense (benefit) $ 1,983 Net of tax Amortization of pension obligations Prior service cost $ 16 Cost of sales Actuarial losses 280 Cost of sales 296 Total before tax Tax effect (25 ) Tax expense 271 Net of tax Total reclassifications for the period $ 2,254 Net of tax |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements In July 2015, the FASB issued Accounting Standards Update No. 2015-11 – Inventory (Topic 330) – Simplifying the Measurement of Inventory In August 2015, the FASB issued Accounting Standards Update No. 2015-14, which deferred the application of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, and the interim periods within that year. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 – Revenue from Contracts with Customers In August 2015, the FASB issued Accounting Standards Update No. 2015-15 – Interest – Imputation of Interest In November 2015, the FASB issued Accounting Standards Update No. 2015-17 – Income Taxes – Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued Accounting Standards Update No. 2016-02 – Leases Leases |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories At December 31, 2015 and 2014, inventories consisted of the following: December 31, December 31, Raw materials $ 10,813 $ 19,803 Work-in-process 14,613 23,568 Finished goods 47,980 91,202 73,406 134,573 Less: LIFO reserve (2,912 ) (2,960 ) Inventories $ 70,494 $ 131,613 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | 5. Property, Plant, and Equipment At December 31, 2015 and 2014, property, plant, and equipment consisted of the following: December 31, December 31, Land and improvements $ 82,966 $ 63,800 Mineral reserves and mine development 323,691 303,804 Machinery and equipment 575,034 478,225 Buildings and improvements 171,791 146,165 Furniture, fixtures, and other 3,609 3,604 Construction in progress 37,047 110,677 1,194,138 1,106,275 Accumulated depletion and depreciation (323,141 ) (265,001 ) Property, plant, and equipment, net $ 870,997 $ 841,274 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 6. Accrued Expenses At December 31, 2015 and 2014, accrued expenses consisted of the following: December 31, December 31, Accrued payroll and fringe benefits $ 13,285 $ 21,845 Accrued income taxes 1,042 627 Other accrued expenses 12,458 13,553 Accrued expenses $ 26,785 $ 36,025 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | 7. Other Long-Term Liabilities At December 31, 2015 and 2014, other long-term liabilities consisted of the following: December 31, 2015 December 31, 2014 Interest rate swaps $ 12,107 $ 11,696 Accrued asset retirement obligations 4,288 3,122 Accrued compensation and benefits 6,784 7,081 Other 10,623 7,086 Other long-term liabilities $ 33,802 $ 28,985 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 8. Acquisitions The Company made no acquisitions in 2015 and 2014, respectively. In 2013, the Company made three acquisitions. On April 30, 2013, the Company acquired 100% of Self-Suspending Proppant LLC (“SSP”) for total consideration of $56,320 plus contingent consideration. The Company accounted for this transaction as an acquisition of a group of assets. SSP owned the exclusive rights to certain intellectual property related to providing proppant with enhanced performance attributes through proprietary coating technology. The contingent consideration is a fixed percentage of the cumulative product margin, less certain adjustments, generated by Propel SSP sales and any other product 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 possible to estimate the amount that will be paid. The Company entered into an Amendment to this agreement on December 17, 2015. This Amendment (a) extends the period during which the aggregate earnout payments must equal or exceed $45,000 from the two-year period ending October 1, 2017 until the three-year period ending October 1, 2018; and (b) provides that the aggregate earnout payments during the two-year period ending October 1, 2017 must equal or exceed $15,000 and granted the Seller a security interest in 51% of the equity interests in the Company to secure such $15,000. The Amendment does not alter the final threshold earnout amount, which continues to be $195,000 (inclusive of the prior earnout amounts, if any) by October 1, 2020. The contingent consideration will be capitalized, and the associated amortization expense will be recognized, at the time a payment is probable and reasonably estimable. On June 12, 2013, the Company purchased Great Plains Sands, LLC (“Great Plains”), located in Minnesota, for total purchase consideration of $73,579. The Company accounted for this acquisition under ASC 805 as a business combination. Included in the purchase amount is contingent consideration of $9,600 for additional payments due to the seller based on the acquired plant meeting certain operating targets. The contingent consideration was paid in July 2014. The goodwill of $3,887 is primarily attributable to the synergies expected to arise after the acquisition. The Company expects that all of the goodwill generated in this acquisition will be deductible for tax purposes. The production facilities were not complete at the time of the acquisition, and accordingly there were no pre-acquisition revenues or cost of sales. As a result, pro forma results would not be meaningful in evaluating the financial effect of this acquisition. It is not practicable to determine revenue and net income included in the Company’s operating results relating to Great Plains since the date of acquisition because Great Plains has been fully integrated into the Company’s operations, and the operating results of Great Plains can therefore not be separately identified. On September 6, 2013, the Company purchased certain assets and assumed certain liabilities from FTS International Services, LLC (“FTSI”) and affiliates. The Company acquired sand reserves, frac sand production capacity, resin-coating capacity, and logistics assets consisting of terminals and railcars. The assets are located in various states, including Texas, Wisconsin, Missouri, Alabama, and Illinois. In connection with this acquisition, the Company also entered into a ten year supply agreement with FTSI. In April 2014, the agreed upon quantities of certain raw sand required under the supply agreement were lowered to 80% of the original quantity. The total consideration was $347,704. The Company accounted for this acquisition under ASC 805 as a business combination. The goodwill of $49,456 is primarily attributable to the synergies expected to arise after the acquisition. The Company expects that all of the goodwill generated in this acquisition will be deductible for tax purposes. The historical financial information for the assets acquired was impracticable to obtain, and inclusion of pro forma information would require the Company to make estimates and assumptions regarding these assets’ historical financial results that may not be reasonable or accurate. As a result, pro forma results are not presented. It is not practicable to determine revenue and net income included in the Company’s operating results relating to FTSI since the date of acquisition because FTSI has been fully integrated into the Company’s operations, and the operating results of FTSI can therefore not be separately identified. The purchase price for each of these acquisitions was assigned to the fair value of the assets acquired. Such determination of fair value is based on valuation models that incorporate the present value of expected future cash flows and profitability projections. There are many assumptions and estimates underlying the determination of the fair value. Although the Company believes its assumptions and estimates are reasonable, deviations from the assumptions and estimates could produce a materially different result. The purchase price for the three transactions in 2013 has been allocated to the fair value of the assets acquired and liabilities assumed as follows: SSP Great Plains FTSI Land and buildings $ — $ 7,623 $ 2,428 Inventory — 1,085 25,990 Machinery and equipment — 13,200 125,239 Mineral reserves — 48,100 95,500 Other assets — 1,568 — Acquired technology 56,320 — — Supply agreement — — 50,700 Other intangibles — — 687 Goodwill — 3,887 49,456 Liabilities assumed — (1,884 ) (2,296 ) Net assets acquired $ 56,320 $ 73,579 $ 347,704 Cash consideration $ 56,320 $ 63,979 $ 347,704 Contingent consideration — 9,600 — Total purchase consideration $ 56,320 $ 73,579 $ 347,704 The Company capitalized $1,320 of transaction related expenses in connection with the SSP transaction. The Company recognized $7,113 of transaction related expenses in connection with the Great Plains and FTSI acquisitions, which is included in selling, general and administrative expenses. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 9. Goodwill and Other Intangible Assets The following table summarizes the activity in goodwill for the years ended December 31, 2015 and 2014: Beginning Acquisitions Dispositions Impairment Currency Ending Year Ended December 31, 2015: Proppant Solutions $ 68,216 $ — $ — $ (69,246 ) $ 1,030 $ — Industrial & Recreational Products 16,461 — — — (1,160 ) 15,301 Total goodwill $ 84,677 $ — $ — $ (69,246 ) $ (130 ) $ 15,301 Year Ended December 31, 2014: Proppant Solutions $ 70,991 $ — $ — $ — $ (2,775 ) $ 68,216 Industrial & Recreational Products 16,461 — — — — 16,461 Total goodwill $ 87,452 $ — $ — $ — $ (2,775 ) $ 84,677 Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Company evaluates goodwill on an annual basis in the fourth quarter and when management believes indicators of impairment exist. Due to the significant changes in the oil and gas business climate during 2015 and the declines in the Company’s stock price and debt fair values, the Company assessed qualitative factors and determined that it could not conclude it was more likely than not that the fair value of its goodwill exceeded its carrying value for the goodwill recorded in the Proppant Solutions reporting unit. Accordingly, the Company proceeded to a quantitative evaluation of potential impairment of its goodwill. This evaluation was based on the income (or discounted cash flows) approach. Key assumptions include future growth or recovery rates in the business, the long-term discount rate, and expected terminal values of a business exit. The Company estimated the value of its two goodwill reporting units based on management’s best current available estimates of the future cash flows to arrive at the income approach estimate of fair value. Based on these estimates, the Company has concluded there has been an impairment loss in the goodwill attributable to the Proppant Solutions segment in the three months ended December 31, 2015. The Company then estimated the fair values of all tangible and intangible assets in the segments as of December 31, 2015 and concluded that the fair value of the Proppant Solutions segment goodwill has declined to zero. An impairment charge of $69,246 was recorded in the three months ended December 31, 2015. The Company did not recognize any impairment losses for goodwill or other intangible assets in the years ended December 31, 2014 and 2013. Currency translation and other relates to the impact of the change in foreign currency exchange rates from international entities on goodwill, an adjustment to the initial FTSI purchase price allocation from exercising an option to acquire an additional mining facility, and an adjustment recorded to goodwill related to the post-acquisition settlement of escrow proceeds. Goodwill on a certain property was originally recorded in the Proppant Solutions segment. When the property transitioned to Industrial & Recreational Products usage, it was transferred to that segment. In 2015, the property was idled and returned to the Proppant Solutions segment, where the write-off of goodwill related to that property was recorded. Information regarding acquired intangible assets as of December 31, 2015 and 2014 is as follows: December 31, 2015 Gross Carrying Accumulated Intangible Acquired technology and patents $ 56,320 $ — $ 56,320 Supply agreement 50,700 (11,154 ) 39,546 Other intangible assets 1,190 (574 ) 616 Intangible assets $ 108,210 $ (11,728 ) $ 96,482 December 31, 2014 Gross Carrying Accumulated Intangible Acquired technology and patents $ 56,928 $ (608 ) $ 56,320 Supply agreement 50,700 (6,760 ) 43,940 Other intangible assets 687 (178 ) 509 Intangible assets $ 108,315 $ (7,546 ) $ 100,769 The acquired technology from the SSP acquisition will be amortized ratably over its estimated useful life once product using the technology is fully commercialized. The supply agreement was previously amortized ratably over the life of the agreement, which was 10 years. However, in May 2015, the supply agreement was amended, extending the maturity date from September 2023 to December 2024. The supply agreement is now being amortized over the amended life. Estimated future amortization expense related to intangible assets at December 31, 2015 is as follows: Amortization 2016 $ 4,534 2017 4,516 2018 4,471 2019 4,420 2020 4,394 Thereafter 18,263 Total $ 40,598 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 10. Long-Term Debt At December 31, 2015 and 2014, long-term debt consisted of the following: December 31, December 31, Term B-1 Loans $ 156,134 $ 319,917 Term B-2 Loans 902,402 910,900 Extended Term B-1 Loans 159,878 — Industrial Revenue bond 10,000 10,000 Revolving credit facility and other 101 1,098 Capital leases, net 9,301 10,724 1,237,816 1,252,639 Less: current portion (17,536 ) (17,274 ) Long-term debt including leases $ 1,220,280 $ 1,235,365 On September 5, 2013, the Company entered into the Second Amended and Restated Credit Agreement (the “2013 Amended Credit Agreement”). The 2013 Amended Credit Agreement initially contained a revolving credit facility (“Revolving Credit Facility”) and two tranches of term loans, a term B-1 facility (“Term B-1 Loans”) and a term B-2 facility (“Term B-2 Loans”). The Revolving Credit Facility and the Term B-1 and B-2 Loans are secured by a first priority lien on substantially all of the Company’s domestic assets. As of April 30, 2015, the Company entered into the Third Amendment to the Second Amended and Restated Credit Agreement (the “April 2015 Amendment”) to the 2013 Amended Credit Agreement. The April 2015 Amendment provides for the extension of the maturity date of $46,036 of outstanding Term B-1 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 Term B-2 Loans under the 2013 Amended Credit Agreement). The Company paid a fee of approximately $1,151 to the lender as a consent fee. As of May 15, 2015, the Company entered into the Fourth Amendment to the Second Amended and Restated Credit Agreement (the “May 2015 Amendment”). The May 2015 Amendment provides for the extension of the maturity date of $115,458 of outstanding Term B-1 Loans from the Stated B-1 Maturity Date to the Extended Maturity Date. Such loans (together with the other loans whose maturity dates were extended under the April 2015 Amendment, Extended Term B-1 Loans) effectively will be converted to Term B-2 Loans, and will be treated as Term B-2 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, Extended Term B-1 Loans shall continue to amortize as Term B-1 Loans. Upon giving effect to the April and May 2015 Amendments, the maturity date of approximately $161,495 in principal amount of outstanding Term B-1 Loans was so extended. The Company paid a fee of approximately $2,886 to the lender as a consent fee for the May 2015 Amendment. After the April and May 2015 Amendments, $156,619 in principal amount of outstanding Term B-1 Loans mature on March 15, 2017 and $1,073,706 in principal amount of outstanding Term B-2 Loans (including Extended Term B-1 Loans) mature on September 5, 2019. As of September 30, 2015, the Company entered into an amendment to the 2013 Amended Credit Agreement that modified the Revolving Credit Facility. These modifications consisted primarily of (i) a reduction in the U.S. revolving commitments from $124,000 to $99,000 (while the aggregate Canadian revolving commitment remained at $1,000) and (ii) changes in the financial covenant governing the availability of amounts under the Revolving Credit Facility if, and only if, the Company has drawn, including letters of credit, more than $31,250 on the Revolving Credit Facility. Generally, if the Company’s leverage ratio is greater than 4.75:1.00 during the period from the third quarter of 2015 through the fourth quarter of 2016, so long as the stated quarterly adjusted EBITDA thresholds are exceeded, the amount available to borrow under the Revolving Credit Facility is increased from $31,250 to $40,000. Commencing with the end of the first quarter of 2017, the quarterly adjusted EBITDA thresholds are discontinued and the full amount of the revolving commitment ($100,000) is available so long as the Company’s leverage ratio does not exceed a revised limit (6.50:1.00 for the first quarter of 2017 declining quarterly to 4.75:1.00 for the fourth quarter of 2017). As of December 31, 2015, the Company’s leverage ratio was 8.96:1.00. As of December 31, 2015, there was $19,717 available capacity remaining on the Revolving Credit Facility and $11,533 committed to outstanding letters of credit since the quarterly cumulative EBITDA threshold was not met at December 31, 2015. The Company has a $10,000 Industrial Revenue Bond outstanding related to the construction of manufacturing facility in Wisconsin. The bond bears interest, which is payable monthly, at a variable rate. The rate was 0.02% at December 31, 2015. The bond matures on September 1, 2027 and is collateralized by a letter of credit of $10,000. Maturities of long-term debt are as follows: Capital Lease Obligations Other Long-Term Total Lease Less Present Year Ended: 2016 $ 5,253 $ 241 $ 5,012 $ 12,525 $ 17,537 2017 3,530 90 3,440 165,460 168,900 2018 689 16 673 10,927 11,600 2019 179 3 176 1,029,565 1,029,741 2020 — — — — — Thereafter — — — 10,038 10,038 $ 9,651 $ 350 $ 9,301 $ 1,228,515 $ 1,237,816 Information pertaining to assets and related accumulated depreciation in the balance sheet for capital lease items is as follows: December 31, December 31, Cost $ 22,684 $ 18,131 Accumulated depreciation (8,812 ) (5,111 ) Net book value $ 13,872 $ 13,020 |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 11. Earnings per Share The table below shows the computation of basic and diluted earnings per share for the years ended December 31, 2015, 2014, and 2013: Year Ended December 31, 2015 2014 2013 Numerator: Net income (loss) attributable to Fairmount Santrol Holdings Inc. $ (92,135 ) $ 170,450 $ 103,961 Denominator: Basic weighted average shares outstanding 161,296,933 157,949,664 156,008,218 Dilutive effect of employee stock options & RSU’s — 8,327,460 8,629,336 Diluted weighted average shares outstanding 161,296,933 166,277,124 164,637,554 Earnings per common share—basic $ (0.57 ) $ 1.08 $ 0.67 Earnings per common share—diluted $ (0.57 ) $ 1.03 $ 0.63 Because the Company experienced a loss in the year ended December 31, 2015, the calculation of diluted weighted average shares outstanding is not appropriate because the effect of including these potential common shares would be antidilutive. The calculation of diluted weighted average shares outstanding for the years ended December 31, 2014 and 2013 excludes 715,068 and 1,112,038 potential common shares because the effect of including these potential common shares would be antidilutive. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 12. Derivative Instruments The Company enters into interest rate swap agreements as a means to partially hedge its variable interest rate risk on debt instruments. The current notional value of these swap agreements is $525,225 at December 31, 2015 and effectively fixes the variable rate in a range of 0.83% to 3.115%. The total notional amount of these instruments is scheduled to increase over time to provide a partial hedge against variable interest rate debt. The interest rate swap agreements mature at various dates between March 15, 2017 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. Certain of the interest rate swaps qualify for cash flow hedge accounting treatment. The following table summarizes the fair values and the respective classification in the Consolidated Balance Sheets as of December 31, 2015 and 2014: Assets (Liabilities) Interest Rate Swap Agreements Balance Sheet Classification December 31, December 31, Designated as hedges Other long-term liabilities $ (12,107 ) $ (10,253 ) Not designated as hedges Other long-term liabilities — (1,443 ) Designated as hedges Other assets 118 333 $ (11,989 ) $ (11,363 ) The Company recognized $21 in interest expense, representing the ineffective portion of interest rate swap agreements designated as hedges, in the year ended December 31, 2014. In the years ended December 31, 2015 and 2013, respectively, the Company recognized $51 and $15 in interest income, representing the ineffective portion of interest rate swap agreements designated as hedges. The Company expects $5,063 to be reclassified from accumulated other comprehensive income into interest expense in the year ending December 31, 2016. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements Financial instruments held by the Company include cash equivalents, accounts receivable, accounts payable, long-term debt (including the current portion thereof) 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 (including the current portion thereof) is recognized at amortized cost. The value of the Company’s Term B-1, Extended Term, 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 quoted prices for identical or similar assets in markets that are not active, and therefore is considered Level 2. The fair value of the Company’s Term B-1 loan was $106,360 and $295,750, Extended Term loan was $76,922 and $0, and Term B-2 loan was $443,580 and $796,500 at December 31, 2015 and 2014, respectively. As a result of the downturn in end markets in 2015, and in accordance with ASC 360-10, the fair value of certain of the Company’s long-lived assets held and used with a carrying value of $165,389 was written down to fair value of $79,385 and the fair value of certain of the Company’s long-lived assets held-for-sale with a carrying value of $2,635 was written down to fair value of $0. The resulting impairment charges of $86,004 and $2,635, respectively, were based on management’s estimate of the disposed value of the assets and were recognized in restructuring and other charges in income from operations in the current period. The following table presents the amounts carried at fair value as of December 31, 2015 and 2014 for the Company’s other financial instruments. Recurring Fair Value Measurements Quoted Prices in Other Unobservable Total December 31, 2015 Interest rate swap agreeements $ — $ (11,989 ) $ — $ (11,989 ) $ — $ (11,989 ) $ — $ (11,989 ) December 31, 2014 Interest rate swap agreeements $ — $ (11,363 ) $ — $ (11,363 ) $ — $ (11,363 ) $ — $ (11,363 ) The following table shows assets measured at fair value on a non-recurring basis. The fair value of goodwill and the SSP intangible asset are determined using Level 3 inputs. Please refer to Notes 9 and 22 for further discussion. Non-Recurring Fair Value Measurements Quoted Prices in Other Unobservable Total December 31, 2015 Long-lived assets held and used $ — $ — $ 79,385 $ 79,385 Long-lived assets held for sale — — — — $ — $ — $ 79,385 $ 79,385 December 31, 2014 Long-lived assets held and used $ — $ — $ 165,389 $ 165,389 Long-lived assets held for sale — — 2,635 2,635 $ — $ — $ 168,024 $ 168,024 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes Income (loss) before provision (benefit) for income taxes includes the following components: 2015 2014 2013 United States $ (94,746 ) $ 238,332 $ 137,456 Foreign 877 9,704 12,420 Total $ (93,869 ) $ 248,036 $ 149,876 The components of the provision (benefit) for income taxes are as follows: 2015 2014 2013 Federal $ (23,515 ) $ 30,656 $ 34,578 State and local 359 3,754 3,329 Foreign 1,396 5,193 6,486 Subtotal (21,760 ) 39,603 44,393 Change in deferred taxes 19,821 37,810 826 Total $ (1,939 ) $ 77,413 $ 45,219 The effective tax rate for 2014 and 2013, respectively, was a provision on income, while 2015 was a provision on a loss. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: 2015 2014 2013 U.S. statutory rate 35.0 % 35.0 % 35.0 % Increase (decrease) resulting from: State income taxes, net 0.2 1.2 2.2 Foreign tax rate differential and adjustment 0.1 0.6 1.4 U.S. statutory depletion 9.7 (5.8 ) (6.9 ) Manufacturers’ deduction (4.0 ) (0.9 ) (2.1 ) Unremitted foreign earnings (4.1 ) 0.0 0.0 Goodwill impairment (6.2 ) 0.0 0.0 Valuation allowance (27.6 ) 0.5 0.0 Other items, net (1.0 ) 0.6 0.6 Effective rate 2.1 % 31.2 % 30.2 % The differences between the statutory U.S. tax rate and the Company’s effective tax rate in 2015 is due to the accrual of deferred taxes on the cumulative amount of foreign undistributed earnings resulting from a change in the Company’s indefinite reinvestment assertion; an increase in the valuation allowance primarily related to U.S. alternative minimum tax credits and U.S. research credits; a goodwill impairment charge for which the Company could not record an income tax benefit; tax depletion; and the manufacturers’ deduction. The difference between the statutory U.S. tax rate and the Company’s effective tax rate in 2014 and 2013 is primarily due to tax depletion and nondeductible expenses. Significant components of deferred tax assets and liabilities as of December 31, 2015 and 2014 are as follows: 2015 2014 Deferred tax assets Accrued liabilities $ 1,088 $ 1,924 Inventory 3,168 3,435 Stock compensation 19,213 19,702 Deferred compensation 1,161 1,274 Interest rate derivatives 4,373 4,221 Pension 3,425 1,590 Intangibles 13,791 — Foreign tax credit carryforwards 1,196 1,309 Alternative minimum tax credit carryforwards 24,463 — Research and experimentation tax credit carryforwards 971 — Net operating loss carryforwards 965 — Other assets 2,027 1,383 Total deferred tax assets before valuation allowance 75,841 34,838 Valuation allowance (27,230 ) (1,309 ) Total deferred tax assets after valuation allowance 48,611 33,529 Deferred tax liabilities Property, plant, and equipment (131,278 ) (99,352 ) Intangibles — (3,370 ) Unremitted foreign earnings (2,553 ) — Other liabilities (3,515 ) — Total deferred tax liabilities (137,346 ) (102,722 ) Net deferred tax assets (liabilities) $ (88,735 ) $ (69,193 ) As of December 31, 2015 and 2014, the Company had a gross deferred tax asset of $24,463 and $0, respectively, related to U.S. alternative minimum tax credits that can be carried forward indefinitely. As of December 31, 2015 and 2014, the Company had deferred tax assets relating to foreign tax credit carryforwards of $1,196 and $1,309, respectively, state net operating loss carryforwards of $965 and $0, respectively, and research and experimentation tax credit carryforwards of $971 and $0, respectively. The foreign tax credit carryforwards are available to be utilized through 2024. The state net operating loss carryforwards and the research and experimentation tax credit carryforwards are available to be utilized through 2035. The Company has provided a valuation allowance to reduce the carrying value of certain of these deferred tax assets, as management has concluded that, based on available evidence, it is more likely than not that the deferred tax assets will not be fully realized. Prior to 2015, the Company asserted under ASC 740-30 (formerly APB 23) that the unremitted earnings of its foreign subsidiaries were permanently invested. Accordingly, no provision was made for U.S. deferred taxes related to future repatriation of these earnings. At December 31, 2014, and 2013, cumulative undistributed earnings of foreign subsidiaries included in consolidated retained earnings amounted to $14,003, and $12,368, respectively. In 2015, as a result of the economic downturn and the Company’s upcoming debt service requirements, the Company withdrew its indefinite reinvestment assertion for foreign subsidiaries’ unremitted earnings and provided deferred taxes of $2,553 representing the amount of the expected residual U.S. tax that will be payable upon repatriation of unremitted foreign earnings. The Company or its subsidiaries file income tax returns in the United States, Canada, China, Mexico, and Denmark. The Company is subject to income tax examinations for its U.S. Federal income taxes for the preceding three fiscal years and, in general, is subject to state and local income tax examinations for the same periods. The Company has tax years that remain open and subject to examination by tax authorities in the following major taxing jurisdictions: Canada for years after 2010, Mexico for years after 2009, and China and Denmark for years after 2011. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2015 2014 2013 Unrecognized tax benefits balance—January 1 $ 5,327 $ 3,038 $ 3,366 Increases (decreases) for tax positions in prior years (222 ) 2,201 — Increases (decreases) for tax positions in current year 95 88 143 Lapses in statutes of limitations — — (471 ) Unrecognized tax benefits balance—December 31 $ 5,200 $ 5,327 $ 3,038 Interest and penalty amounts previously included in the reconciliation have been removed. At December 31, 2015 and 2014, the Company had $5,200 and $5,327, respectively, of unrecognized tax benefits. If the $5,200 were recognized, $3,499 would affect the effective tax rate. Within the next twelve months, it is reasonably possible that certain statute of limitations periods would expire, which could result in a decrease of up to $2,686 in the Company’s unrecognized tax benefits. Interest and penalties are recorded in provision for income taxes. At December 31, 2015 and 2014, the Company had $1,752 and $1,365, respectively, of accrued interest and penalties related to unrecognized tax benefits recorded. |
Common Stock and Stock-Based Co
Common Stock and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock and Stock-Based Compensation | 15. Common Stock and Stock-Based Compensation The Company has a single class of par value $0.01 per share common stock. Each share of common stock has identical rights and privileges and is entitled to one vote per share. The Company has authorized, but not issued, a single class of par value $0.01 per share preferred stock. The Company has several stock plans that allow for granting of options to acquire common shares to employees and key non-employees. As of December 31, 2013, the plans consisted of the FML Holdings, Inc. Non-Qualified Stock Option Plan (the “1997 Plan”), the Long Term Incentive Compensation Plan (the “2006 Plan”), and the FML Holdings, Inc. Stock Option Plan (the “2010 Plan”). At December 31, 2014, the 1997 Plan, the 2006 Plan, and the 2010 Plan were still in existence, and a new plan, the FMSA Holdings Inc. 2014 Long Term Incentive Plan (the “LTIP”) was added as of September 11, 2014. The LTIP authorized and issued both non-qualified stock options as well as restricted stock units (“RSU’s”). For all stock plans, the options are exercisable for a ten year period. Options are exercisable at times determined by the compensation committee of the Company and, as set forth in each individual option agreement. The options may become exercisable over a period of years or become exercisable only if performance or other goals set by the Board are attained, or may be a combination of both. Options may be exercised, in whole or in part, at any time after becoming exercisable, but not later than the date the option expires, which is typically 10 years from the grant date. Options granted after 2009 contain a 7-year vesting period that may be shortened to five years upon attainment of certain Company performance, except for stock issued under the LTIP Plan, which has a 5-year vesting period that may be shortened to three years upon attainment of certain Company performance goals as determined by the compensation committee. The stock plans also contain a change in control provision that provides for immediate vesting upon certain changes of ownership of the company. All options granted prior to 2010 are fully vested. RSU’s granted under the LTIP vest after a 6-year period and vesting can be accelerated to four years upon attainment of certain Company performance goals as determined by the compensation committee. The weighted-average fair value of RSU’s granted during the years ended December 31, 2015 and 2014 was $8.80 and $13.19, respectively, based on the closing price of the underlying share as of the grant date. The weighted-average fair value of options granted during the years ended December 31, 2015, 2014, and 2013 was $8.79, $8.49, and $5.35, respectively, based on the Black-Scholes-Merton options-pricing model, with the following assumptions: 2015 2014 2013 Dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 45.61 % 48.72 % 46.38 % Risk-free interest rate 1.65 - 2.03 % 1.94 - 2.03 % 1.12 - 2.00 % Expected option life 6.5 years 6.5 years 6.5 years The Company has no current plans to declare a dividend that would require a dividend yield assumption other than zero. Expected volatility is based on the volatilities of various comparable companies’ common stock. Although the Company has been publicly traded since October 3, 2014, the Company does not believe the expected volatility of options can yet be computed based solely on the price of the Company’s common stock. The comparable companies were selected by analyzing public companies in the industry based on various factors including, but not limited to, company size, financial data availability, active trading volume, and capital structure. The risk-free interest rate is an interpolated rate from the U.S. constant maturity treasury rate for a term corresponding to the expected option life. Because the Company does not have sufficient historical data to provide a reasonable basis to estimate the expected life of the options, the Company uses the simplified method, which assumes the expected life is the mid-point between the vesting date and the end of the contractual term. In determining the underlying value of the Company’s stock prior to the commencement of public trading on October 3, 2014, the company used a combination of the guideline company approach and a discounted cash flow analysis. The key assumptions in this estimate include management’s projections of future cash flows, the Company-specific cost of capital used as a discount rate, lack of marketability discount, and qualitative factors to compare the Company to comparable guideline companies. Following the Company’s IPO on October 3, 2014, the shares were valued at the closing price as of the date of issuance. The Company recorded $4,525, $16,571 and $10,133 of stock compensation expense related to these options and RSU’s, which is included in additional paid-in capital, for the years ended December 31, 2015, 2014, and 2013, respectively. Option activity during 2015 is as follows: Restricted Weighted Options Weighted Outstanding at December 31, 2014 258,536 $ 13.19 16,106,718 $ 6.17 Granted 363,126 8.80 1,630,952 8.79 Exercised — — (519,982 ) 3.41 Forfeited (42,278 ) 13.07 (474,434 ) 11.04 Expired — — (466,752 ) 9.53 Outstanding at December 31, 2015 579,384 $ 10.45 16,276,502 $ 6.28 Exercisable at December 31, 2015 — $ — 10,695,632 $ 4.36 Options outstanding as of December 31, 2015 and 2014, respectively, have an aggregate intrinsic value of $4,129 and $44,094 and a weighted average remaining contractual life of 5.7 years and 6.6 years. Options that are exercisable as of December 31, 2015 and 2014, respectively, have an aggregate intrinsic value of $4,129 and $39,653 and a weighted average remaining contractual life of 4.6 years and 5.9 years. The aggregate intrinsic value represents the difference between the fair value of the Company’s shares of $2.35 per share and $6.92 per share at December 31, 2015 and 2014, respectively, and the exercise price of the dilutive options, multiplied by the number of dilutive options outstanding at that date. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2015, 2014, and 2013 was $1,839, $51,410, and $6,564, respectively. Net cash proceeds from the exercise of stock options were $1,775, $6,540 and $1,277 in the years ended December 31, 2015, 2014, and 2013, respectively. There was $656, $16,143, and $2,461 of income tax benefits realized from stock option exercises in the years ended December 31, 2015, 2014, and 2013, respectively. At December 31, 2015, options to purchase 16,276,502 common shares were outstanding at a range of exercise prices of $1.43 to $20.52 per share. At December 31, 2014, options to purchase 16,106,728 common shares were outstanding at a range of exercise prices of $1.43 to $20.52 per share. As of December 31, 2015, $17,272 of unrecognized compensation cost related to non-vested stock options and RSU’s is expected to be recognized over a weighted-average period of approximately 4.2 remaining years. As of December 31, 2014, $19,874 of unrecognized compensation cost related to non-vested stock options and RSU’s is expected to be recognized over a weighted-average period of approximately 4.0 remaining years. |
Defined Benefit Plans
Defined Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Benefit Plans | 16. Defined Benefit Plans The Company maintained two 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. The plans were underfunded by $2,199 and $2,249 as of December 31, 2015 and 2014, respectively. The following assumptions were used to determine the Company’s obligations under the plans: Wedron Pension Troy Grove Pension 2015 2014 2015 2014 Discount rate 3.75 % 3.75 % 4.00 % 4.00 % Long-term rate of return on plan assets 7.50 % 9.00 % 7.50 % 9.00 % The difference in the discount rates used for the Wedron Pension and the Troy Grove Pension is due to the differing characteristics of the two plans, including employee characteristics and plan size. The Company uses a cash flow matching approach to determine its discount rate using each plan’s projected cash flows and the Citigroup Discount Curve. The long term rate of return on assets is based on management’s estimate of future long term rates of return on similar assets and is consistent with historical returns on such assets. The written investment policy for the pension plans includes a target allocation of about 70% in equities and 30% in fixed income investments. Only high-quality diversified securities similar to stocks and bonds are used. Higher-risk securities or strategies (such as derivatives) are not currently used but could be used incidentally by mutual funds held by the plan. The pension plans’ obligations are long-term in nature and the investment policy is therefore focused on the long-term. Goals include achieving gross returns at least equal to relevant indices. Management and the plans’ investment advisor regularly review and discuss investment performance, adherence to the written investment policy, and the investment policy itself. Benefits under the Wedron plan were frozen effective December 31, 2012. The following relates to the defined benefit plans as of December 31, 2015 and 2014: 2015 2014 Change in benefit obligation Benefit obligation at beginning of year $ 9,146 $ 7,418 Service cost 108 74 Interest cost 340 332 Actuarial (gain) loss (525 ) 1,568 Benefit payments (257 ) (246 ) Benefit obligation at end of year $ 8,812 $ 9,146 Change in plan assets Fair value of plan assets at beginning of year $ 6,897 $ 6,492 Actual return on plan assets (90 ) 454 Employer contributions 63 197 Benefit payments (257 ) (246 ) Fair value of plan assets at end of year $ 6,613 $ 6,897 Accrued benefit cost $ (2,199 ) $ (2,249 ) The accrued benefit cost is included in the Consolidated Balance Sheets in other long-term liabilities. The following relates to the defined benefit plans for the years ended December 31, 2015, 2014, and 2013, respectively: Year Ended December 31, 2015 2014 2013 Components of net periodic benefit cost Service cost $ 108 $ 74 $ 86 Interest cost 340 332 300 Expected return on plan assets (508 ) (585 ) (503 ) Amortization of prior service cost 16 19 19 Amortization of net actuarial loss 280 159 253 Net periodic benefit cost $ 236 $ (1 ) $ 155 Year Ended December 31, 2015 2014 2013 Changes in other comprehensive income (loss) Net actuarial gain (loss) $ (75 ) $ (1,699 ) $ 1,189 Amortization of prior service cost 16 16 19 Amortization of net actuarial loss 280 164 253 Deferred tax asset (124 ) 569 (565 ) Other comprehensive income (loss) $ 97 $ (950 ) $ 896 Pension expense for such plans totaled $236 and $155 for the years ended December 31, 2015 and 2013, respectively. Pension income for such plans totaled $1 for the year ended December 31, 2014. The net actuarial loss and prior service cost that the Company expects will be amortized from accumulated other comprehensive loss into periodic benefit cost in the year ending December 31, 2016, are $267 and $1, respectively. Benefits expected to be paid out over the next ten years: Year Ending Benefit 2016 $ 336 2017 373 2018 411 2019 437 2020 470 2021-2025 2,625 Fair value measurements for assets held in the benefit plans as of December 31, 2015 are as follows: Quoted Prices Other Unobservable Balance at Cash $ 100 $ — $ — $ 100 Fixed income 1,881 — — 1,881 Mutual funds 4,633 — — 4,633 $ 6,614 $ — $ — $ 6,614 |
Other Benefit Plans
Other Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | |
Other Benefit Plans | 17. Other Benefit Plans Certain union employees participate in a multiemployer defined benefit pension plan under which monthly contributions are made by the Company based upon payroll costs as governed by the collective bargaining agreement. The risks of participating in a multiemployer plan are different from a single-employer plan in the following aspects (a) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (b) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and (c) if the Company chooses to stop participating in the multiemployer plan, the Company may be required to pay the multiemployer plan an amount based on the underfunded status of the multiemployer plan, referred to as a withdrawal liability. As part of its recent efficiency and cost-reduction initiatives, the Company has closed these facilities and has recorded its estimated withdrawal liability from the plans in the amount of $5,276 in the year ended December 31, 2015. The Company has a defined contribution plan (401(k) Plan) covering substantially all employees. Under the provisions of the 401(k) Plan, the Company matches 50% of each employee’s contribution up to 5% of an employee’s annual salary. Company match contributions were $1,191, $1,179, and $965 for the years ended December 31, 2015, 2014, and 2013, respectively. Included in these contributions are Company contributions to the 401(k) Plan for Wedron Silica union members, which were $352, $315, and $266 for the years ended December 31, 2015, 2014, and 2013 respectively. The Company previously maintained an Employee Stock Bonus Plan (ESBP). This plan covered substantially all non-union employees. Discretionary contributions accrued at December 31, 2014 were $4,295. Participant accounts in the Employee Stock Bonus Plan held 6,903,326 of common stock shares of the Company as of December 31, 2014. The Company, as plan sponsor, merged the ESBP with the 401(K) Plan as of January 1, 2015. All of the assets of the ESBP were rolled over and credited to plan accounts in the 401(k) Plan. The Company may, at its discretion, make additional contributions, which are determined in part based on the Company’s return on investable assets, to the Plan. Discretionary contributions accrued at December 31, 2015 were $1,223. Participant accounts in the 401(k) Plan held 6,433,727 of common stock shares of the Company as of December 31, 2015. Effective January 1, 1999, the Company adopted a Supplemental Executive Retirement Plan (SERP) for certain employees who participate in the Company’s 401(k) Plan and/or the Employee Stock Bonus Plan (ESBP). The purpose of the SERP is to provide an opportunity for the participants of the SERP to defer compensation and to receive their pro rata share of former ESBP contributions. Due to income restrictions imposed by the IRS code, such contributions were formerly made to the ESBP but, in some instances, were forfeited by these employees to the remaining ESBP participant accounts. Accrued Company contributions to the SERP were $60 and $151 for the years ended December 31, 2015 and 2014, respectively. The Company has deferred compensation agreements with various management employees that provide for supplemental payments upon retirement. These amounts are being accrued for over the estimated employment periods of these individuals. |
Self-Insured Plans
Self-Insured Plans | 12 Months Ended |
Dec. 31, 2015 | |
Insurance [Abstract] | |
Self-Insured Plans | 18. Self-Insured Plans Certain subsidiaries, located in Illinois and Michigan, are self-insured for workers’ compensation up to $1,000 per occurrence and $3,000 in the aggregate. The Company has an accrued liability of $463 and $388 as of December 31, 2015 and 2014, respectively, for anticipated future payments on claims incurred to date. Management believes these amounts are adequate to cover all required payments. The Company is also self-insured for medical benefits. The Company has an accrued liability of $4,048 and $3,506 as of December 31, 2015 and 2014, respectively, for anticipated future payments on claims incurred to date. Management believes this amount is adequate to cover all required payments. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies 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. Total royalty expense associated with these agreements was $1,899, $3,786, and $1,818 for the years ended December 31, 2015, 2014, and 2013, respectively. The Company leases certain machinery, equipment (including railcars), buildings, and office space under operating lease arrangements. Total rent expense associated with these leases was $67,745, $56,247, and $34,195 for the years ended December 31, 2015, 2014, and 2013, respectively. Minimum lease payments, primarily for railcars, equipment, and office leases, due under the long-term operating lease obligations are shown below. The table below includes railcar leases, which comprise substantially all of the Company’s equipment lease obligations, as well as purchase commitments for guaranteed minimum payments for certain third party terminal operators: Equipment Real Estate Total 2016 $ 57,536 $ 8,015 $ 65,551 2017 47,402 7,222 54,624 2018 39,610 5,453 45,063 2019 25,408 4,480 29,888 2020 13,291 3,964 17,255 Thereafter 46,579 7,549 54,128 Total $ 229,826 $ 36,683 $ 266,509 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. Therefore, the Company entered into an Amendment to this agreement on December 17, 2015. This Amendment (a) extends the period during which the aggregate earnout payments must equal or exceed $45,000 from the two-year period ending October 1, 2017 until the three-year period ending October 1, 2018; and (b) provides that the aggregate earnout payments during the two-year period ending October 1, 2017 must equal or exceed $15,000 and granted the Seller a security interest in 51% of the equity interests in the Company to secure such $15,000. The Amendment does not alter the final threshold earnout amount, which continues to be $195,000 (inclusive of the $45,000 payment, if any) by October 1, 2020. 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. 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. The defense of these actions has been tendered to and the cases are being defended by the subsidiaries’ insurance carriers, although the Company does retain a small portion of the defense costs. 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. In December 2015, the Company was notified by the Securities and Exchange Commission (the “SEC”) that it was being investigated for possible violations of the Foreign Corrupt Practices Act (the “FCPA”) and other securities laws relating to matters concerning certain of our international operations. The Company had previously retained outside legal counsel to investigate the subject matter of the SEC’s investigation, and at that time, the Company determined that no further action was necessary. The Company cannot predict what, if any, further action the SEC may take regarding its investigation, and cannot provide an estimate of the potential costs of the SEC’s investigation or any possible fines, penalties, or other remedial actions that might result, if any, at this time. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 20. 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 $288, $2,902, and $1,382 in the years ended December 31, 2015, 2014, and 2013, respectively. The Company had purchases from an affiliated entity for material purchases related to its operations in China of $62, $44, and $32 in the years ended December 31, 2015, 2014, and 2013 respectively. The Company paid management fees of $0, $825, and $2,821 in the years ended December 31, 2015, 2014, and 2013, 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 | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | 21. 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. Included in segment contribution margin for the year ended December 31, 2015 are Proppant Solutions restructuring and other charges of $12,325, Industrial & Recreational Products restructuring and other charges of $13,508, and Proppant Solutions goodwill impairment of $69,246. There were no such charges for the years ended December 31, 2014 and 2013, respectively. Year Ended December 31, 2015 2014 2013 Revenue Proppant Solutions $ 710,083 $ 1,232,232 $ 856,212 Industrial & Recreational Products 118,626 124,226 132,174 Total revenue 828,709 1,356,458 988,386 Segment contribution margin Proppant Solutions 70,810 430,779 296,320 Industrial & Recreational Products 25,249 34,473 34,765 Total segment contribution margin 96,059 465,252 331,085 Operating expenses excluded from segment contribution margin Cost of sales — — 4,959 Selling, general, and administrative 53,118 74,475 47,440 Depreciation, depletion, and amortization 66,754 59,379 37,771 Stock compensation expense 4,525 16,571 10,133 Corporate restructuring charges and other operating expense 2,299 3,163 2,826 Interest expense, net 62,242 60,842 61,926 Loss on extinguishment of debt — — 11,760 Other non-operating expense 990 2,786 4,394 Income (loss) before provision for income taxes $ (93,869 ) $ 248,036 $ 149,876 Total assets reported in the Proppant Solutions segment were $1,152,110 and $1,271,700 as of December 31, 2015 and 2014, respectively. Total assets reported in the I&R segment were $116,825 and $63,270 as of December 31, 2015 and 2014, respectively. The Company’s two largest customers, Halliburton and FTSI, accounted for 25% and 18%, 19% and 16%, and 19% and 11% of consolidated net sales in the years ended December 31, 2015, 2014, and 2013, respectively. These customers are part of the Company’s Proppant Solutions segment. |
Restructuring and Other Charges
Restructuring and Other Charges | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges | 22. Restructuring and Other Charges As a result of recent challenging conditions in the energy market, the Company has taken actions to adjust its overall operational footprint and reduce selling, general and administrative costs. The restructuring program primarily consists of workforce reductions and idling and closing of surplus facilities. The expected completion date of these activities is December 31, 2015, although a continued sustained downturn in the oil and gas market could extend the duration of this restructuring process. A summary of the restructuring and other costs recognized for the year ended December 31, 2015 is presented in the table below. There were no such charges in the years ended December 31, 2014 and 2013, respectively. Year Ended 2015 Restructuring and other charges Workforce reduction costs, including one-time severance payments $ 1,682 Write-down to net realizable value of exited facilities and other capitalized costs 19,393 Other exit costs, including multiemployer pension plan withdrawal liability and additional cash costs to exit facilities 6,376 Total restructuring and other charges $ 27,451 As a result of these actions, the Company has determined that certain of the impacted facilities in the Proppant Solutions segment will not be necessary for ongoing operations and management has made the decision to offer the facilities for sale. The assets and liabilities of these facilities have been reclassified in the Consolidated Balance Sheets as assets held-for-sale. While these restructuring activities primarily were driven by the decline in proppant demand in 2015, certain plants supporting the Industrial & Recreational Products segment have been adversely impacted as well. A summary of the restructuring and other costs by operating segment for the year ended December 31, 2015 is as follows: Year Ended 2015 Restructuring and other charges Proppant Solutions $ 12,325 Industrial & Recreational Products 13,508 Corporate 1,618 Total restructuring and other charges $ 27,451 As a result of challenging conditions in the proppant market, the Company has made the decision to sell certain of its operations in the Proppant Solutions segment that it views as surplus to its business. These assets are classified as held-for-sale and have been marked down to their estimated fair values as of December 31, 2015. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Geographic Information | 23. Geographic Information The following tables show total Company revenues and long-lived assets. Revenues are attributed to geographic regions based on the selling location. Long-lived assets are located in the respective geographic regions. Year Ended December 31, 2015 2014 2013 Revenue Domestic $ 798,750 $ 1,254,071 $ 920,636 International 29,959 102,387 67,750 Total revenue $ 828,709 $ 1,356,458 $ 988,386 December 31, December 31, Long-lived assets Domestic $ 867,352 $ 832,280 International 3,645 8,994 Long-lived assets $ 870,997 $ 841,274 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | 24. Quarterly Financial Data (Unaudited) The following tables set forth the Company’s unaudited quarterly consolidated statements of operations for each of the last four quarters for the periods ended December 31, 2015 and 2014. This unaudited quarterly information has been prepared on the same basis as the Company’s annual audited financial statements and includes all adjustments, consisting only of normal recurring adjustments that are necessary to present fairly the financial information for the fiscal quarters presented. First Quarter Second Quarter Third Quarter Fourth Quarter 2015: Revenue $ 301,490 $ 221,323 $ 170,950 $ 134,946 Cost of sales 202,548 165,130 131,679 109,488 Operating expenses 41,813 53,835 39,828 114,199 Interest expense, net 15,308 14,894 15,963 16,077 Other non-operating expense (income) 324 — 1,492 — Provision (benefit) for income taxes 10,617 (26,677 ) 28,117 (13,996 ) Net income (loss) 30,880 14,141 (46,129 ) (90,822 ) Less: Net income attributable to the non-controlling interest 121 4 71 9 Net income (loss) attributable to Fairmount Santrol Holdings Inc. 30,759 14,137 (46,200 ) (90,831 ) Earnings per share, basic $ 0.19 $ 0.09 $ (0.29 ) $ (0.56 ) Earnings per share, diluted $ 0.18 $ 0.08 $ (0.29 ) $ (0.56 ) Weighted average number of shares outstanding, basic 160,948,858 161,368,468 161,413,045 161,433,248 Weighted average number of shares outstanding, diluted 166,330,707 166,866,817 161,413,045 161,433,248 First Quarter Second Quarter Third Quarter Fourth Quarter 2014: Revenue $ 294,932 $ 334,291 $ 373,479 $ 353,756 Cost of sales 191,112 211,190 228,583 220,569 Operating expenses 36,745 43,930 50,525 62,140 Interest expense, net 17,906 16,572 16,567 9,797 Other non-operating expense 291 250 2,206 39 Provision for income taxes 14,266 18,146 21,436 23,565 Net income 34,612 44,203 54,162 37,646 Less: Net income (loss) attributable to the non-controlling interest 73 282 85 (267 ) Net income attributable to Fairmount Santrol Holdings Inc. 34,539 43,921 54,077 37,913 Earnings per share, basic $ 0.22 $ 0.28 $ 0.34 $ 0.24 Earnings per share, diluted $ 0.21 $ 0.27 $ 0.32 $ 0.23 Weighted average number of shares outstanding, basic 156,462,356 156,684,036 158,049,782 160,542,636 Weighted average number of shares outstanding, diluted 165,082,614 165,642,288 166,911,474 167,025,422 Operating expenses include restructuring and other charges of $324, $14,824, $4,453, and $7,850 for the three months ended March 31, June 30, September 30, and December 31, 2015, respectively. Also included in operating expenses is goodwill impairment of $69,246 for the three months ended December 31, 2015. There were no such expenses in the year ended December 31, 2014. During the fourth quarter of 2015, the Company recorded $2,124 of depreciation that should have been recorded in prior periods. The depreciation expense in the second and third quarters of 2015 should have been $623 and $1,473 higher, respectively. These amounts are not considered material to the individual periods and have no impact on the full year. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts and Reserves | Fairmount Santrol Holdings Inc. and Subsidiaries Years Ended December 31, 2015, 2014, and 2013 (in thousands, except share and per share data) Beginning Charged to Charged to Deductions Ending Balance Allowance for Doubtful Accounts: Year ended December 31, 2015 $ 4,255 $ 1,968 $ — $ (3,753 ) $ 2,470 Year ended December 31, 2014 796 3,605 — (146 ) 4,255 Year ended December 31, 2013 1,189 1,741 — (2,134 ) 796 Valuation Allowance for Net Deferred Tax Assets: Year ended December 31, 2015 $ 1,309 $ 25,921 $ — $ — $ 27,230 Year ended December 31, 2014 — 1,309 — — 1,309 Year ended December 31, 2013 — — — — — |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principal of Consolidation | Principal of Consolidation The consolidated financial statements include the accounts of Fairmount Santrol Holdings Inc. and its wholly-owned and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. |
Liquidity and Debt Obligations | Liquidity and Debt Obligations Given the current volatility in the oil and gas market, upon which the Company depends for a majority of its revenues, as well as its upcoming term loan payments in the amount of $156,134 due in March 2017, these conditions could raise substantial doubt about the Company’s ability to satisfy its obligations on a current basis. Management has evaluated its plans to ensure adequate liquidity to meet its obligations in the coming year. In addition to reductions in operating costs, and selling, general, and administrative costs, management believes it has the ability to manage liquidity and meet its obligations throughout 2016, as well as the time the term loan payment is due in March 2017, through capital spending reductions, working capital improvements, permitted asset sales, current Revolving Credit Facility availability, and permitted borrowing under the terms of its credit agreement (see Note 10). Meeting the forecast is depending upon management executing on its current plan and assumes there will not be significant further deterioration in the markets. A continued sustained downturn in the Company’s key markets could significantly impact its forecasts. While the Company believes its operations forecasts are reasonable, the forecasts are based on assumptions, and market conditions impacting the industry, primarily the proppant business, are uncertain. In the event the operating results are significantly worse than projected or the Company is unsuccessful in generating sufficient liquidity, the Company may not be able to satisfy its debt obligations and would be forced to restructure these obligations, |
Revenue Recognition | Revenue Recognition Revenue is recognized when delivery of products has occurred, the selling price is fixed or determinable, collectability is reasonably assured and title and risk of loss have transferred to the customer. This generally occurs when products leave a distribution terminal or, in the case of direct shipments, when products leave a production facility. In a majority of cases, transportation costs to move product from a production facility to a storage terminal are borne by the Company and capitalized into the cost of inventory. These costs are included in the cost of sales as the product is sold. The Company derives its revenue by mining and processing minerals that its customers purchase for various uses. Its net sales are primarily a function of the price per ton realized and the volumes sold. In a number of instances, its net sales also include a separate charge for transportation services it provides to its customers. In the Proppant Solutions segment, the Company primarily sells its products under market rate contracts with terms typically ranging from two to ten years. The Company invoices the majority of its customers on a per shipment basis when the customer takes possession of the product. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. At various times, the Company maintains funds on deposit at its banks in excess of FDIC insurance limits. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are stated at the amount management expects to collect, and do not bear interest. Management provides for uncollectible amounts based on its assessment of the current status of individual accounts. Accounts receivable are net of allowance for doubtful accounts of $2,470 and $4,255 as of December 31, 2015 and 2014, respectively. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Certain subsidiaries determine cost using the last-in, first-out (LIFO) method. If the first-in, first-out (FIFO) method of inventory accounting had been used, inventories would have been higher by $2,912 and $2,960 at December 31, 2015 and 2014, respectively. LIFO inventories comprise 18% and 16% of inventories reflected in the accompanying Consolidated Balance Sheets as of December 31, 2015 and 2014, respectively. The cost of inventories of all other subsidiaries is determined using the FIFO method. In 2013, the Company recognized $4,958 permanent write-down in the value of finished goods inventory, net of expected recoveries from suppliers. The inventory write-down is included in cost of sales. In the year ended December 31, 2014, the Company recorded a write-down of $908 of certain inventory to recognize a permanent decline in the value of the inventory, which is included in other operating expense. In the year ended December 31, 2015, the Company recorded $1,590 of adjustments to increase the inventory reserve to recognize the decline in value of work-in-process and finished goods inventory, which is recorded in cost of sales. |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at cost. Expenditures, including interest, for property, plant, and equipment and items that substantially increase the useful lives of existing assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation on property, plant, and equipment is computed on a straight-line basis over the estimated useful lives of the related assets. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. Depletion expense calculated for depletable land and mineral rights is based on cost multiplied by a depletion factor. The depletion factor varies based on production and other factors, but is generally equal to annual tons mined divided by total estimated remaining reserves for the mine. The estimated service lives of property and equipment are principally as follows: Land improvements 10-40 years Machinery and equipment 3-20 years Buildings and improvements 10-40 years Furniture, fixtures, and other 3-10 years Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Construction in progress at December 31, 2015, represents machinery and facilities under installation. The Company capitalizes interest cost incurred on funds used to construct property, plant, and equipment. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life. Interest cost capitalized was $4,903 and $6,765 in 2015 and 2014, respectively. Depreciation and depletion expense was $62,218, $54,111, and $35,917 in years ended December 31, 2015, 2014, and 2013, respectively. Included in land and improvements are occupancy rights in China of $354 that are held for a term of 50 years until December 2057. As of December 31, 2015, these assets are further classified as held-for-sale. The Company reviews property, plant, and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of property, plant, and equipment may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets or asset groups. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs are amortized over the terms of the related debt obligations and are included in other assets. In connection with the refinancing of the Company’s debt in September 2013 (see Note 10), the Company incurred financing costs of $15,132 of which $14,171 were capitalized. In connection with the refinancing, the Company wrote off $11,358 of costs that were previously capitalized. In 2014, the Company incurred additional deferred financing charges in connection with the amendment of the existing credit agreement whereby the applicable margin for B-1 and B-2 base rate and Eurodollar loans was reduced (refer to Note 10). In connection with the amendment to the Revolving Credit Facility in 2015, the Company wrote off $864 of costs that were previously capitalized. The following table presented deferred financing costs as of December 31, 2015 and 2014: December 31, December 31, Deferred financing costs $ 42,541 $ 37,936 Accumulated amortization (24,145 ) (17,510 ) Deferred financing costs, net $ 18,396 $ 20,426 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are reviewed for impairment by applying a fair-value based test on an annual basis or more frequently if circumstances indicate that impairment may have occurred. The Company evaluates qualitative factors such as economic performance, industry conditions, and other factors to determine if it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an indication of goodwill impairment exists. The second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to the excess. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a definite-lived intangible asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the assets or asset groups. The evaluation of goodwill or other intangible assets for possible impairment includes estimating fair value using one or a combination of valuation techniques, such as discounted cash flows or based on comparable companies or transactions. These valuations require the Company to make estimates and assumptions regarding future operating results, cash flows, changes in working capital and capital expenditures, selling prices, profitability, and the cost of capital. Although the Company believes its assumptions and estimates are reasonable, deviations from the assumptions and estimates could produce a materially different result. |
Earnings per Share | Earnings per Share Basic and diluted earnings per share is presented for net income attributable to Fairmount Santrol Holdings Inc. Basic earnings per share is computed by dividing income available to Fairmount Santrol Holdings Inc. common stockholders by the weighted-average number of outstanding common shares for the period. Diluted earnings per share is computed by increasing the weighted-average number of outstanding common shares to include the additional common shares that would be outstanding after exercise of outstanding stock options and restricted stock units. Potential common shares in the diluted earnings per share calculation are excluded to the extent that they would be anti-dilutive. |
Derivatives and Hedging Activities | Derivatives and Hedging Activities Due to its variable-rate indebtedness, the Company is exposed to fluctuations in interest rates. The Company uses interest rate swaps to manage this exposure. These 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 during 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. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of all foreign operations are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are reflected as accumulated other comprehensive income (loss) in equity. |
Concentration of Labor | Concentration of Labor Approximately 16% of the Company’s domestic labor force is covered under two union agreements that expire in 2016 and one union agreement that expires in 2018. The Company is in the process of negotiating new union agreements for those that expire in 2016 |
Concentration of Credit Risk | Concentration of Credit Risk At December 31, 2015, the Company had one customer whose receivable balance exceeded 10% of total receivables. Approximately, 35% of the Company’s accounts receivable balance is from this customer. At December 31, 2014, the Company had two customers whose receivable balances exceeded 10% of its total receivables. Approximately, 21% and 18% of the accounts receivable balance were from these two customers, respectively. |
Income Taxes | Income Taxes The Company uses the asset and liability method to account for deferred income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax bases. Management reviews the Company’s deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established if management believes it is more likely than not that some portion of the deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change. The Company recognizes a tax benefit associated with an uncertain tax position when the tax position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties accrued related to unrecognized tax uncertainties in income tax expense. |
Asset Retirement Obligation | Asset Retirement Obligation The Company estimates the future cost of dismantling, restoring, and reclaiming operating excavation sites and related facilities in accordance with federal, state, and local regulatory requirements. The Company records the initial estimated present value of reclamation costs as an asset retirement obligation and increases the carrying amount of the related asset by a corresponding amount. The Company allocates reclamation costs to expense over the life of the related assets and adjusts the related liability for changes resulting from the passage of time and revisions to either the timing or amount of the original present value estimate. If the asset retirement obligation is settled for more or less than the carrying amount of the liability, a loss or gain will be recognized, respectively. |
Research and Development (R&D) | Research and Development (R&D) The Company’s research and development expenses consist of personnel and other direct and indirect costs for internally-funded project development. Total expenses for R&D for the years ended December 31, 2015, 2014, and 2013 were $5,036, $6,286, and $5,364, respectively. Total research and development expenditures represented 0.61%, 0.46%, and 0.54% of revenues in 2015, 2014, and 2013, respectively. |
Change in Classification | Change in Classification During 2014, the Company modified the presentation of certain recoverable value-added taxes and other taxes remitted in Mexico to more appropriately reflect the nature of the underlying tax-related receivables. The consolidated statements of cash flows were modified to reflect the reclassification and resulted in $1,366 being reclassified from the change in accounts receivable to the change in prepaids and other assets for the year ended December 31, 2013. There was no net effect to cash flows provided by operating activities for the period. In accordance with Accounting Standards Update No. 2015-17 – Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) is a separate line within equity that reports the Company’s cumulative income that has not been reported as part of net income. Items that are included in this line are the income or loss from foreign currency translation, actuarial gains and losses and prior service cost related to pension liabilities, and the unrealized gains and losses on certain investments or hedges, net of taxes. The components of accumulated other comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. at December 31, 2015 and 2014 were as follows: December 31, 2015 Gross Tax Effect Net Amount Foreign currency translation $ (10,030 ) $ 1,318 $ (8,712 ) Additional pension liability (4,014 ) 1,464 (2,550 ) Unrealized gain (loss) on interest rate hedges (10,128 ) 3,697 (6,431 ) $ (24,172 ) $ 6,479 $ (17,693 ) December 31, 2014 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 year ended December 31, 2015: Year Ended December 31, 2015 Unrealized Additional Foreign Total Beginning balance $ (5,182 ) $ (2,648 ) $ (4,979 ) $ (12,809 ) Other comprehensive income (loss) before reclassifications (3,231 ) (174 ) (3,733 ) (7,138 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,982 272 — 2,254 Ending balance $ (6,431 ) $ (2,550 ) $ (8,712 ) $ (17,693 ) The following table presents the reclassifications out of accumulated other comprehensive income during the year ended December 31, 2015: Details about accumulated other comprehensive income Amount reclassified Affected line item on the Change in fair value of derivative swap agreements Interest rate hedging contracts $ 3,320 Interest expense Tax effect (1,337 ) Tax expense (benefit) $ 1,983 Net of tax Amortization of pension obligations Prior service cost $ 16 Cost of sales Actuarial losses 280 Cost of sales 296 Total before tax Tax effect (25 ) Tax expense 271 Net of tax Total reclassifications for the period $ 2,254 Net of tax |
Recent Accounting Pronouncements | In July 2015, the FASB issued Accounting Standards Update No. 2015-11 – Inventory (Topic 330) – Simplifying the Measurement of Inventory In August 2015, the FASB issued Accounting Standards Update No. 2015-14, which deferred the application of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, and the interim periods within that year. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 – Revenue from Contracts with Customers In August 2015, the FASB issued Accounting Standards Update No. 2015-15 – Interest – Imputation of Interest In November 2015, the FASB issued Accounting Standards Update No. 2015-17 – Income Taxes – Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued Accounting Standards Update No. 2016-02 – Leases Leases |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Estimated Service Lives of Property and Equipment | The estimated service lives of property and equipment are principally as follows: Land improvements 10-40 years Machinery and equipment 3-20 years Buildings and improvements 10-40 years Furniture, fixtures, and other 3-10 years |
Summary of Deferred Financing Costs | The following table presented deferred financing costs as of December 31, 2015 and 2014: December 31, December 31, Deferred financing costs $ 42,541 $ 37,936 Accumulated amortization (24,145 ) (17,510 ) Deferred financing costs, net $ 18,396 $ 20,426 |
Components of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. at December 31, 2015 and 2014 were as follows: December 31, 2015 Gross Tax Effect Net Amount Foreign currency translation $ (10,030 ) $ 1,318 $ (8,712 ) Additional pension liability (4,014 ) 1,464 (2,550 ) Unrealized gain (loss) on interest rate hedges (10,128 ) 3,697 (6,431 ) $ (24,172 ) $ 6,479 $ (17,693 ) December 31, 2014 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 year ended December 31, 2015: Year Ended December 31, 2015 Unrealized Additional Foreign Total Beginning balance $ (5,182 ) $ (2,648 ) $ (4,979 ) $ (12,809 ) Other comprehensive income (loss) before reclassifications (3,231 ) (174 ) (3,733 ) (7,138 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,982 272 — 2,254 Ending balance $ (6,431 ) $ (2,550 ) $ (8,712 ) $ (17,693 ) |
Reclassifications out of Accumulated Other Comprehensive Income | The following table presents the reclassifications out of accumulated other comprehensive income during the year ended December 31, 2015: Details about accumulated other comprehensive income Amount reclassified Affected line item on the Change in fair value of derivative swap agreements Interest rate hedging contracts $ 3,320 Interest expense Tax effect (1,337 ) Tax expense (benefit) $ 1,983 Net of tax Amortization of pension obligations Prior service cost $ 16 Cost of sales Actuarial losses 280 Cost of sales 296 Total before tax Tax effect (25 ) Tax expense 271 Net of tax Total reclassifications for the period $ 2,254 Net of tax |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | At December 31, 2015 and 2014, inventories consisted of the following: December 31, December 31, Raw materials $ 10,813 $ 19,803 Work-in-process 14,613 23,568 Finished goods 47,980 91,202 73,406 134,573 Less: LIFO reserve (2,912 ) (2,960 ) Inventories $ 70,494 $ 131,613 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | At December 31, 2015 and 2014, property, plant, and equipment consisted of the following: December 31, December 31, Land and improvements $ 82,966 $ 63,800 Mineral reserves and mine development 323,691 303,804 Machinery and equipment 575,034 478,225 Buildings and improvements 171,791 146,165 Furniture, fixtures, and other 3,609 3,604 Construction in progress 37,047 110,677 1,194,138 1,106,275 Accumulated depletion and depreciation (323,141 ) (265,001 ) Property, plant, and equipment, net $ 870,997 $ 841,274 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | At December 31, 2015 and 2014, accrued expenses consisted of the following: December 31, December 31, Accrued payroll and fringe benefits $ 13,285 $ 21,845 Accrued income taxes 1,042 627 Other accrued expenses 12,458 13,553 Accrued expenses $ 26,785 $ 36,025 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Long-Term Liabilities | At December 31, 2015 and 2014, other long-term liabilities consisted of the following: December 31, 2015 December 31, 2014 Interest rate swaps $ 12,107 $ 11,696 Accrued asset retirement obligations 4,288 3,122 Accrued compensation and benefits 6,784 7,081 Other 10,623 7,086 Other long-term liabilities $ 33,802 $ 28,985 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Summary of Fair Value of the Assets Acquired and Liabilities Assumed | The purchase price for the three transactions in 2013 has been allocated to the fair value of the assets acquired and liabilities assumed as follows: SSP Great Plains FTSI Land and buildings $ — $ 7,623 $ 2,428 Inventory — 1,085 25,990 Machinery and equipment — 13,200 125,239 Mineral reserves — 48,100 95,500 Other assets — 1,568 — Acquired technology 56,320 — — Supply agreement — — 50,700 Other intangibles — — 687 Goodwill — 3,887 49,456 Liabilities assumed — (1,884 ) (2,296 ) Net assets acquired $ 56,320 $ 73,579 $ 347,704 Cash consideration $ 56,320 $ 63,979 $ 347,704 Contingent consideration — 9,600 — Total purchase consideration $ 56,320 $ 73,579 $ 347,704 |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Activity in Goodwill | The following table summarizes the activity in goodwill for the years ended December 31, 2015 and 2014: Beginning Acquisitions Dispositions Impairment Currency Ending Year Ended December 31, 2015: Proppant Solutions $ 68,216 $ — $ — $ (69,246 ) $ 1,030 $ — Industrial & Recreational Products 16,461 — — — (1,160 ) 15,301 Total goodwill $ 84,677 $ — $ — $ (69,246 ) $ (130 ) $ 15,301 Year Ended December 31, 2014: Proppant Solutions $ 70,991 $ — $ — $ — $ (2,775 ) $ 68,216 Industrial & Recreational Products 16,461 — — — — 16,461 Total goodwill $ 87,452 $ — $ — $ — $ (2,775 ) $ 84,677 |
Summary of Acquired Intangible Assets | Information regarding acquired intangible assets as of December 31, 2015 and 2014 is as follows: December 31, 2015 Gross Carrying Accumulated Intangible Acquired technology and patents $ 56,320 $ — $ 56,320 Supply agreement 50,700 (11,154 ) 39,546 Other intangible assets 1,190 (574 ) 616 Intangible assets $ 108,210 $ (11,728 ) $ 96,482 December 31, 2014 Gross Carrying Accumulated Intangible Acquired technology and patents $ 56,928 $ (608 ) $ 56,320 Supply agreement 50,700 (6,760 ) 43,940 Other intangible assets 687 (178 ) 509 Intangible assets $ 108,315 $ (7,546 ) $ 100,769 |
Summary of Estimated Future Amortization Expense Related to Intangible Assets | Estimated future amortization expense related to intangible assets at December 31, 2015 is as follows: Amortization 2016 $ 4,534 2017 4,516 2018 4,471 2019 4,420 2020 4,394 Thereafter 18,263 Total $ 40,598 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | At December 31, 2015 and 2014, long-term debt consisted of the following: December 31, December 31, Term B-1 Loans $ 156,134 $ 319,917 Term B-2 Loans 902,402 910,900 Extended Term B-1 Loans 159,878 — Industrial Revenue bond 10,000 10,000 Revolving credit facility and other 101 1,098 Capital leases, net 9,301 10,724 1,237,816 1,252,639 Less: current portion (17,536 ) (17,274 ) Long-term debt including leases $ 1,220,280 $ 1,235,365 |
Maturities of Long-Term Debt | Maturities of long-term debt are as follows: Capital Lease Obligations Other Long-Term Total Lease Less Present Year Ended: 2016 $ 5,253 $ 241 $ 5,012 $ 12,525 $ 17,537 2017 3,530 90 3,440 165,460 168,900 2018 689 16 673 10,927 11,600 2019 179 3 176 1,029,565 1,029,741 2020 — — — — — Thereafter — — — 10,038 10,038 $ 9,651 $ 350 $ 9,301 $ 1,228,515 $ 1,237,816 |
Summary of Asset and Related Accumulated Depreciation in Balance Sheet for Capital Lease Items | Information pertaining to assets and related accumulated depreciation in the balance sheet for capital lease items is as follows: December 31, 2015 December 31, 2014 Cost $ 22,684 $ 18,131 Accumulated depreciation (8,812 ) (5,111 ) Net book value $ 13,872 $ 13,020 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 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 years ended December 31, 2015, 2014, and 2013: Year Ended December 31, 2015 2014 2013 Numerator: Net income (loss) attributable to Fairmount Santrol Holdings Inc. $ (92,135 ) $ 170,450 $ 103,961 Denominator: Basic weighted average shares outstanding 161,296,933 157,949,664 156,008,218 Dilutive effect of employee stock options & RSU’s — 8,327,460 8,629,336 Diluted weighted average shares outstanding 161,296,933 166,277,124 164,637,554 Earnings per common share—basic $ (0.57 ) $ 1.08 $ 0.67 Earnings per common share—diluted $ (0.57 ) $ 1.03 $ 0.63 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Values of Derivative Instrument and Respective Classification in Condensed Consolidated Balance Sheets | The following table summarizes the fair values and the respective classification in the Consolidated Balance Sheets as of December 31, 2015 and 2014: Assets (Liabilities) Interest Rate Swap Agreements Balance Sheet Classification December 31, December 31, Designated as hedges Other long-term liabilities $ (12,107 ) $ (10,253 ) Not designated as hedges Other long-term liabilities — (1,443 ) Designated as hedges Other assets 118 333 $ (11,989 ) $ (11,363 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Carried at Fair Value | The following table presents the amounts carried at fair value as of December 31, 2015 and 2014 for the Company’s other financial instruments. Recurring Fair Value Measurements Quoted Prices in Other Unobservable Total December 31, 2015 Interest rate swap agreeements $ — $ (11,989 ) $ — $ (11,989 ) $ — $ (11,989 ) $ — $ (11,989 ) December 31, 2014 Interest rate swap agreeements $ — $ (11,363 ) $ — $ (11,363 ) $ — $ (11,363 ) $ — $ (11,363 ) |
Schedule of Fair Value of Assets Measured at Fair Value on a Non-recurring Basis | The following table shows assets measured at fair value on a non-recurring basis. The fair value of goodwill and the SSP intangible asset are determined using Level 3 inputs. Please refer to Notes 9 and 22 for further discussion. Non-Recurring Fair Value Measurements Quoted Prices in Other Unobservable Total December 31, 2015 Long-lived assets held and used $ — $ — $ 79,385 $ 79,385 Long-lived assets held for sale — — — — $ — $ — $ 79,385 $ 79,385 December 31, 2014 Long-lived assets held and used $ — $ — $ 165,389 $ 165,389 Long-lived assets held for sale — — 2,635 2,635 $ — $ — $ 168,024 $ 168,024 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) Before Provision (Benefit) Income Taxes | Income (loss) before provision (benefit) for income taxes includes the following components: 2015 2014 2013 United States $ (94,746 ) $ 238,332 $ 137,456 Foreign 877 9,704 12,420 Total $ (93,869 ) $ 248,036 $ 149,876 |
Schedule of Components of Provision (benefit) for Income Taxes | The components of the provision (benefit) for income taxes are as follows: 2015 2014 2013 Federal $ (23,515 ) $ 30,656 $ 34,578 State and local 359 3,754 3,329 Foreign 1,396 5,193 6,486 Subtotal (21,760 ) 39,603 44,393 Change in deferred taxes 19,821 37,810 826 Total $ (1,939 ) $ 77,413 $ 45,219 |
Reconciliation of Statutory Federal Income Tax Rate to Company's Effective Tax Rate | The effective tax rate for 2014 and 2013, respectively, was a provision on income, while 2015 was a provision on a loss. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: 2015 2014 2013 U.S. statutory rate 35.0 % 35.0 % 35.0 % Increase (decrease) resulting from: State income taxes, net 0.2 1.2 2.2 Foreign tax rate differential and adjustment 0.1 0.6 1.4 U.S. statutory depletion 9.7 (5.8 ) (6.9 ) Manufacturers’ deduction (4.0 ) (0.9 ) (2.1 ) Unremitted foreign earnings (4.1 ) 0.0 0.0 Goodwill impairment (6.2 ) 0.0 0.0 Valuation allowance (27.6 ) 0.5 0.0 Other items, net (1.0 ) 0.6 0.6 Effective rate 2.1 % 31.2 % 30.2 % |
Schedule of Components of Net Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities as of December 31, 2015 and 2014 are as follows: 2015 2014 Deferred tax assets Accrued liabilities $ 1,088 $ 1,924 Inventory 3,168 3,435 Stock compensation 19,213 19,702 Deferred compensation 1,161 1,274 Interest rate derivatives 4,373 4,221 Pension 3,425 1,590 Intangibles 13,791 — Foreign tax credit carryforwards 1,196 1,309 Alternative minimum tax credit carryforwards 24,463 — Research and experimentation tax credit carryforwards 971 — Net operating loss carryforwards 965 — Other assets 2,027 1,383 Total deferred tax assets before valuation allowance 75,841 34,838 Valuation allowance (27,230 ) (1,309 ) Total deferred tax assets after valuation allowance 48,611 33,529 Deferred tax liabilities Property, plant, and equipment (131,278 ) (99,352 ) Intangibles — (3,370 ) Unremitted foreign earnings (2,553 ) — Other liabilities (3,515 ) — Total deferred tax liabilities (137,346 ) (102,722 ) Net deferred tax assets (liabilities) $ (88,735 ) $ (69,193 ) |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2015 2014 2013 Unrecognized tax benefits balance—January 1 $ 5,327 $ 3,038 $ 3,366 Increases (decreases) for tax positions in prior years (222 ) 2,201 — Increases (decreases) for tax positions in current year 95 88 143 Lapses in statutes of limitations — — (471 ) Unrecognized tax benefits balance—December 31 $ 5,200 $ 5,327 $ 3,038 |
Common Stock and Stock-Based 46
Common Stock and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Fair Value Assumptions Based on Black-Scholes-Merton Options-Pricing Model | The weighted-average fair value of RSU’s granted during the years ended December 31, 2015 and 2014 was $8.80 and $13.19, respectively, based on the closing price of the underlying share as of the grant date. The weighted-average fair value of options granted during the years ended December 31, 2015, 2014, and 2013 was $8.79, $8.49, and $5.35, respectively, based on the Black-Scholes-Merton options-pricing model, with the following assumptions: 2015 2014 2013 Dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 45.61 % 48.72 % 46.38 % Risk-free interest rate 1.65 - 2.03 % 1.94 - 2.03 % 1.12 - 2.00 % Expected option life 6.5 years 6.5 years 6.5 years |
Schedule of Stock Option Activity | Option activity during 2015 is as follows: Restricted Weighted Options Weighted Outstanding at December 31, 2014 258,536 $ 13.19 16,106,718 $ 6.17 Granted 363,126 8.80 1,630,952 8.79 Exercised — — (519,982 ) 3.41 Forfeited (42,278 ) 13.07 (474,434 ) 11.04 Expired — — (466,752 ) 9.53 Outstanding at December 31, 2015 579,384 $ 10.45 16,276,502 $ 6.28 Exercisable at December 31, 2015 — $ — 10,695,632 $ 4.36 |
Defined Benefit Plans (Tables)
Defined Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Assumptions Used to Determine the Company's Obligations | The following assumptions were used to determine the Company’s obligations under the plans: Wedron Pension Troy Grove Pension 2015 2014 2015 2014 Discount rate 3.75 % 3.75 % 4.00 % 4.00 % Long-term rate of return on plan assets 7.50 % 9.00 % 7.50 % 9.00 % |
Summary of Estimated Future Benefit Payment | Benefits expected to be paid out over the next ten years: Year Ending Benefit 2016 $ 336 2017 373 2018 411 2019 437 2020 470 2021-2025 2,625 |
Summary of Fair Value Measurements for Assets Held in Benefit Plans | Fair value measurements for assets held in the benefit plans as of December 31, 2015 are as follows: Quoted Prices Other Unobservable Balance at Cash $ 100 $ — $ — $ 100 Fixed income 1,881 — — 1,881 Mutual funds 4,633 — — 4,633 $ 6,614 $ — $ — $ 6,614 |
Change In Benefit Obligation [Member] | |
Summary of Defined Benefit Plans | Benefits under the Wedron plan were frozen effective December 31, 2012. The following relates to the defined benefit plans as of December 31, 2015 and 2014: 2015 2014 Change in benefit obligation Benefit obligation at beginning of year $ 9,146 $ 7,418 Service cost 108 74 Interest cost 340 332 Actuarial (gain) loss (525 ) 1,568 Benefit payments (257 ) (246 ) Benefit obligation at end of year $ 8,812 $ 9,146 Change in plan assets Fair value of plan assets at beginning of year $ 6,897 $ 6,492 Actual return on plan assets (90 ) 454 Employer contributions 63 197 Benefit payments (257 ) (246 ) Fair value of plan assets at end of year $ 6,613 $ 6,897 Accrued benefit cost $ (2,199 ) $ (2,249 ) |
Net Periodic Benefit Cost [Member] | |
Summary of Defined Benefit Plans | The following relates to the defined benefit plans for the years ended December 31, 2015, 2014, and 2013, respectively: Year Ended December 31, 2015 2014 2013 Components of net periodic benefit cost Service cost $ 108 $ 74 $ 86 Interest cost 340 332 300 Expected return on plan assets (508 ) (585 ) (503 ) Amortization of prior service cost 16 19 19 Amortization of net actuarial loss 280 159 253 Net periodic benefit cost $ 236 $ (1 ) $ 155 Year Ended December 31, 2015 2014 2013 Changes in other comprehensive income (loss) Net actuarial gain (loss) $ (75 ) $ (1,699 ) $ 1,189 Amortization of prior service cost 16 16 19 Amortization of net actuarial loss 280 164 253 Deferred tax asset (124 ) 569 (565 ) Other comprehensive income (loss) $ 97 $ (950 ) $ 896 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Lease Payments Under Long-term Operating Lease Obligations | Minimum lease payments, primarily for railcars, equipment, and office leases, due under the long-term operating lease obligations are shown below. The table below includes railcar leases, which comprise substantially all of the Company’s equipment lease obligations, as well as purchase commitments for guaranteed minimum payments for certain third party terminal operators: Equipment Real Estate Total 2016 $ 57,536 $ 8,015 $ 65,551 2017 47,402 7,222 54,624 2018 39,610 5,453 45,063 2019 25,408 4,480 29,888 2020 13,291 3,964 17,255 Thereafter 46,579 7,549 54,128 Total $ 229,826 $ 36,683 $ 266,509 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Summarized Financial Information for Reportable Segments | Year Ended December 31, 2015 2014 2013 Revenue Proppant Solutions $ 710,083 $ 1,232,232 $ 856,212 Industrial & Recreational Products 118,626 124,226 132,174 Total revenue 828,709 1,356,458 988,386 Segment contribution margin Proppant Solutions 70,810 430,779 296,320 Industrial & Recreational Products 25,249 34,473 34,765 Total segment contribution margin 96,059 465,252 331,085 Operating expenses excluded from segment contribution margin Cost of sales — — 4,959 Selling, general, and administrative 53,118 74,475 47,440 Depreciation, depletion, and amortization 66,754 59,379 37,771 Stock compensation expense 4,525 16,571 10,133 Corporate restructuring charges and other operating expense 2,299 3,163 2,826 Interest expense, net 62,242 60,842 61,926 Loss on extinguishment of debt — — 11,760 Other non-operating expense 990 2,786 4,394 Income (loss) before provision for income taxes $ (93,869 ) $ 248,036 $ 149,876 |
Restructuring and Other Charg50
Restructuring and Other Charges (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring and Other Costs Recognized | A summary of the restructuring and other costs recognized for the year ended December 31, 2015 is presented in the table below. There were no such charges in the years ended December 31, 2014 and 2013, respectively. Year Ended 2015 Restructuring and other charges Workforce reduction costs, including one-time severance payments $ 1,682 Write-down to net realizable value of exited facilities and other capitalized costs 19,393 Other exit costs, including multiemployer pension plan withdrawal liability and additional cash costs to exit facilities 6,376 Total restructuring and other charges $ 27,451 |
Summary of Restructuring and Other Costs by Operating Segment | A summary of the restructuring and other costs by operating segment for the year ended December 31, 2015 is as follows: Year Ended 2015 Restructuring and other charges Proppant Solutions $ 12,325 Industrial & Recreational Products 13,508 Corporate 1,618 Total restructuring and other charges $ 27,451 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Summary of Revenue and Long-lived Assets | The following tables show total Company revenues and long-lived assets. Revenues are attributed to geographic regions based on the selling location. Long-lived assets are located in the respective geographic regions. Year Ended December 31, 2015 2014 2013 Revenue Domestic $ 798,750 $ 1,254,071 $ 920,636 International 29,959 102,387 67,750 Total revenue $ 828,709 $ 1,356,458 $ 988,386 December 31, December 31, Long-lived assets Domestic $ 867,352 $ 832,280 International 3,645 8,994 Long-lived assets $ 870,997 $ 841,274 |
Quarterly Financial Data (Una52
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | The following tables set forth the Company’s unaudited quarterly consolidated statements of operations for each of the last four quarters for the periods ended December 31, 2015 and 2014. This unaudited quarterly information has been prepared on the same basis as the Company’s annual audited financial statements and includes all adjustments, consisting only of normal recurring adjustments that are necessary to present fairly the financial information for the fiscal quarters presented. First Quarter Second Quarter Third Quarter Fourth Quarter 2015: Revenue $ 301,490 $ 221,323 $ 170,950 $ 134,946 Cost of sales 202,548 165,130 131,679 109,488 Operating expenses 41,813 53,835 39,828 114,199 Interest expense, net 15,308 14,894 15,963 16,077 Other non-operating expense (income) 324 — 1,492 — Provision (benefit) for income taxes 10,617 (26,677 ) 28,117 (13,996 ) Net income (loss) 30,880 14,141 (46,129 ) (90,822 ) Less: Net income attributable to the non-controlling interest 121 4 71 9 Net income (loss) attributable to Fairmount Santrol Holdings Inc. 30,759 14,137 (46,200 ) (90,831 ) Earnings per share, basic $ 0.19 $ 0.09 $ (0.29 ) $ (0.56 ) Earnings per share, diluted $ 0.18 $ 0.08 $ (0.29 ) $ (0.56 ) Weighted average number of shares outstanding, basic 160,948,858 161,368,468 161,413,045 161,433,248 Weighted average number of shares outstanding, diluted 166,330,707 166,866,817 161,413,045 161,433,248 First Quarter Second Quarter Third Quarter Fourth Quarter 2014: Revenue $ 294,932 $ 334,291 $ 373,479 $ 353,756 Cost of sales 191,112 211,190 228,583 220,569 Operating expenses 36,745 43,930 50,525 62,140 Interest expense, net 17,906 16,572 16,567 9,797 Other non-operating expense 291 250 2,206 39 Provision for income taxes 14,266 18,146 21,436 23,565 Net income 34,612 44,203 54,162 37,646 Less: Net income (loss) attributable to the non-controlling interest 73 282 85 (267 ) Net income attributable to Fairmount Santrol Holdings Inc. 34,539 43,921 54,077 37,913 Earnings per share, basic $ 0.22 $ 0.28 $ 0.34 $ 0.24 Earnings per share, diluted $ 0.21 $ 0.27 $ 0.32 $ 0.23 Weighted average number of shares outstanding, basic 156,462,356 156,684,036 158,049,782 160,542,636 Weighted average number of shares outstanding, diluted 165,082,614 165,642,288 166,911,474 167,025,422 |
Organization - Additional Infor
Organization - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015CountrySegments | |
Organization [Line Items] | |
Number of reportable segments | Segments | 2 |
Number of countries in which Proppant solutions business serves | Country | 7 |
Santrol (Yixing) Proppant Co [Member] | |
Organization [Line Items] | |
Ownership percentage in subsidiary company | 70.00% |
Technimat LLC [Member] | |
Organization [Line Items] | |
Ownership percentage in subsidiary company | 90.00% |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Additional Information (Detail) | Sep. 30, 2013USD ($) | Dec. 31, 2015USD ($)CustomerLabor_Unions | Dec. 31, 2014USD ($)Customer | Dec. 31, 2013USD ($) | Mar. 31, 2017USD ($) |
Significant Of Accounting Policies [Line Items] | |||||
Allowance for doubtful accounts | $ 2,470,000 | $ 4,255,000 | |||
Higher inventories valuation using FIFO | $ 2,912,000 | $ 2,960,000 | |||
Inventory percentage | 18.00% | 16.00% | |||
Write down in value of inventory | $ 908,000 | ||||
Write down value of inventory included in other operating expense | $ 4,958,000 | ||||
Adjustments to increase the inventory reserve | $ 1,591,000 | ||||
Provision for depreciation | 0 | ||||
Interest cost capitalized | 4,903,000 | 6,765,000 | |||
Depreciation and depletion expense | 62,218,000 | 54,111,000 | 35,917,000 | ||
Land and land improvements | $ 354,000 | ||||
Property plant and equipment, estimated useful life | 50 years | ||||
Financing costs | $ 15,132,000 | $ 4,578,000 | 1,913,000 | 14,171,000 | |
Capitalized costs | 14,171,000 | 18,396,000 | $ 20,426,000 | ||
Financing costs write off | $ 11,358,000 | $ 864,000 | 11,358,000 | ||
Number of customer | Customer | 1 | 2 | |||
Total expense for research and development | $ 5,036,000 | $ 6,286,000 | 5,364,000 | ||
Scenario, Forecast [Member] | |||||
Significant Of Accounting Policies [Line Items] | |||||
Term loan payments | $ 156,134,000 | ||||
Maximum [Member] | |||||
Significant Of Accounting Policies [Line Items] | |||||
Debt instrument maturity period | 3 months | ||||
Minimum [Member] | |||||
Significant Of Accounting Policies [Line Items] | |||||
Tax benefit recognition, threshold limit | 50.00% | ||||
Expires in 2016 [Member] | |||||
Significant Of Accounting Policies [Line Items] | |||||
Number of union Agreements | Labor_Unions | 2 | ||||
Contract expire date | 2,016 | ||||
Expires in 2018 [Member] | |||||
Significant Of Accounting Policies [Line Items] | |||||
Number of union Agreements | Labor_Unions | 1 | ||||
Contract expire date | 2,018 | ||||
Adjustments to Operating Activities [Member] | |||||
Significant Of Accounting Policies [Line Items] | |||||
Reclassification adjustments | $ 1,366,000 | ||||
Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | |||||
Significant Of Accounting Policies [Line Items] | |||||
Accounts receivable, percentage | 16.00% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Significant Of Accounting Policies [Line Items] | |||||
Accounts receivable, percentage | 10.00% | 10.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Significant Of Accounting Policies [Line Items] | |||||
Accounts receivable, percentage | 35.00% | 21.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Significant Of Accounting Policies [Line Items] | |||||
Accounts receivable, percentage | 18.00% | ||||
Revenues [Member] | Research And Development Concentration Risk [Member] | |||||
Significant Of Accounting Policies [Line Items] | |||||
Accounts receivable, percentage | 0.61% | 0.46% | 0.54% |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Summary of Estimated Service Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated service lives | 50 years |
Minimum [Member] | Land Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated service lives | 10 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated service lives | 3 years |
Minimum [Member] | Buildings and Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated service lives | 10 years |
Minimum [Member] | Furniture, Fixtures and Other [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated service lives | 3 years |
Maximum [Member] | Land Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated service lives | 40 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated service lives | 20 years |
Maximum [Member] | Buildings and Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated service lives | 40 years |
Maximum [Member] | Furniture, Fixtures and Other [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated service lives | 10 years |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Summary of Deferred Financing Costs (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2013 |
Deferred Finance Costs, Net [Abstract] | |||
Deferred financing costs | $ 42,541 | $ 37,936 | |
Accumulated amortization | (24,145) | (17,510) | |
Deferred financing costs, net | $ 18,396 | $ 20,426 | $ 14,171 |
Summary of Significant Accoun57
Summary of Significant Accounting Policies - Components of Accumulated Other Comprehensive Income (loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | $ (24,172) | $ (17,507) |
Accumulated other comprehensive income (loss), Tax Effect | 6,479 | 4,698 |
Accumulated other comprehensive income (loss) | (17,693) | (12,809) |
Foreign Currency Translation [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | (10,030) | (4,979) |
Accumulated other comprehensive income (loss), Tax Effect | 1,318 | |
Accumulated other comprehensive income (loss) | (8,712) | (4,979) |
Additional Pension Liability [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | (4,014) | (4,236) |
Accumulated other comprehensive income (loss), Tax Effect | 1,464 | 1,588 |
Accumulated other comprehensive income (loss) | (2,550) | (2,648) |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | (10,128) | (8,292) |
Accumulated other comprehensive income (loss), Tax Effect | 3,697 | 3,110 |
Accumulated other comprehensive income (loss) | $ (6,431) | $ (5,182) |
Summary of Significant Accoun58
Summary of Significant Accounting Policies - Changes in Accumulated Other Comprehensive Income by Component (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | $ (12,809) |
Other comprehensive income (loss) before reclassifications | (7,138) |
Amounts reclassified from accumulated other comprehensive income (loss) | 2,254 |
Ending balance | (17,693) |
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 | (3,231) |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,982 |
Ending balance | (6,431) |
Additional Pension Liability [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | (2,648) |
Other comprehensive income (loss) before reclassifications | (174) |
Amounts reclassified from accumulated other comprehensive income (loss) | 272 |
Ending balance | (2,550) |
Foreign Currency Translation [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | (4,979) |
Other comprehensive income (loss) before reclassifications | (3,733) |
Ending balance | $ (8,712) |
Summary of Significant Accoun59
Summary of Significant Accounting Policies - Reclassifications out of Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Total before tax | $ (93,869) | $ 248,036 | $ 149,876 | ||||||||
Tax expense (benefit) | $ (13,996) | $ 28,117 | $ (26,677) | $ 10,617 | $ 23,565 | $ 21,436 | $ 18,146 | $ 14,266 | (1,939) | 77,413 | 45,219 |
Net income (loss) | (90,822) | (46,129) | 14,141 | 30,880 | 37,646 | 54,162 | 44,203 | 34,612 | (91,930) | 170,623 | 104,657 |
Cost of sales | $ 109,488 | $ 131,679 | $ 165,130 | $ 202,548 | $ 220,569 | $ 228,583 | $ 211,190 | $ 191,112 | 608,845 | $ 851,454 | $ 627,842 |
Reclassification Out of Accumulated Other Comprehensive Income [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Net income (loss) | 2,254 | ||||||||||
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 | 3,320 | ||||||||||
Tax expense (benefit) | (1,337) | ||||||||||
Net income (loss) | 1,983 | ||||||||||
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 | 16 | ||||||||||
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 | 280 | ||||||||||
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 | 296 | ||||||||||
Tax expense (benefit) | (25) | ||||||||||
Net income (loss) | $ 271 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 10,813 | $ 19,803 |
Work-in-process | 14,613 | 23,568 |
Finished goods | 47,980 | 91,202 |
Inventory gross | 73,406 | 134,573 |
Less: LIFO reserve | (2,912) | (2,960) |
Inventories | $ 70,494 | $ 131,613 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 1,194,138 | $ 1,106,275 |
Accumulated depletion and depreciation | (323,141) | (265,001) |
Property, plant, and equipment, net | 870,997 | 841,274 |
Land and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 82,966 | 63,800 |
Mineral Reserves and Mine Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 323,691 | 303,804 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 575,034 | 478,225 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 171,791 | 146,165 |
Furniture, Fixtures and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 3,609 | 3,604 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 37,047 | $ 110,677 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued payroll and fringe benefits | $ 13,285 | $ 21,845 |
Accrued income taxes | 1,042 | 627 |
Other accrued expenses | 12,458 | 13,553 |
Accrued expenses | $ 26,785 | $ 36,025 |
Other Long-Term Liabilities - S
Other Long-Term Liabilities - Summary of Other Long-Term Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Interest rate swaps | $ 12,107 | $ 11,696 |
Accrued asset retirement obligations | 4,288 | 3,122 |
Accrued compensation and benefits | 6,784 | 7,081 |
Other | 10,623 | 7,086 |
Other long-term liabilities | $ 33,802 | $ 28,985 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | Dec. 17, 2015USD ($) | Sep. 06, 2013USD ($) | Jun. 12, 2013USD ($) | Apr. 30, 2013USD ($) | Dec. 31, 2015USD ($)Acquisition | Dec. 31, 2014USD ($)Acquisition | Dec. 31, 2013USD ($)Acquisition |
Business Acquisition [Line Items] | |||||||
Number of acquisition | Acquisition | 0 | 0 | 3 | ||||
Goodwill | $ 15,301 | $ 84,677 | $ 87,452 | ||||
Self-Suspending Proppant LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of ownership acquired | 100.00% | ||||||
Total purchase consideration | $ 56,320 | ||||||
Business acquisition date | Apr. 30, 2013 | ||||||
Aggregate earnout payment from the two-year period ending October 1, 2017 until the three-year period ending October 1, 2018 | $ 45,000 | $ 45,000 | |||||
Aggregate earnout payment during the two-year period ending October 1, 2017 | $ 15,000 | $ 15,000 | |||||
Security interest percentage of equity in contingent consideration | 51.00% | 51.00% | |||||
Contingent consideration | $ 195,000 | $ 195,000 | |||||
Transaction related expenses | $ 1,320 | ||||||
Great Plains Sands, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | $ 73,579 | ||||||
Contingent consideration | 9,600 | ||||||
Goodwill | 3,887 | ||||||
Transaction related expenses | $ 7,113 | ||||||
FTS International Services, Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | $ 347,704 | ||||||
Goodwill | $ 49,456 | ||||||
Acquisition based supply agreement term | 10 years | ||||||
Percentage of lowest supply of row sand under the supply agreement | 80.00% |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Value of the Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 17, 2015 | Sep. 06, 2013 | Jun. 12, 2013 | Apr. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 15,301 | $ 84,677 | $ 87,452 | ||||
Self-Suspending Proppant LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquired technology | $ 56,320 | ||||||
Net assets acquired | 56,320 | ||||||
Cash consideration | 56,320 | ||||||
Contingent consideration | $ 195,000 | $ 195,000 | |||||
Total purchase consideration | $ 56,320 | ||||||
Great Plains Sands, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Land and buildings | $ 7,623 | ||||||
Inventory | 1,085 | ||||||
Machinery and equipment | 13,200 | ||||||
Mineral reserves | 48,100 | ||||||
Other assets | 1,568 | ||||||
Goodwill | 3,887 | ||||||
Liabilities assumed | (1,884) | ||||||
Net assets acquired | 73,579 | ||||||
Cash consideration | 63,979 | ||||||
Contingent consideration | 9,600 | ||||||
Total purchase consideration | $ 73,579 | ||||||
FTS International Services, Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Land and buildings | $ 2,428 | ||||||
Inventory | 25,990 | ||||||
Machinery and equipment | 125,239 | ||||||
Mineral reserves | 95,500 | ||||||
Supply agreement | 50,700 | ||||||
Other intangibles | 687 | ||||||
Goodwill | 49,456 | ||||||
Liabilities assumed | (2,296) | ||||||
Net assets acquired | 347,704 | ||||||
Cash consideration | 347,704 | ||||||
Total purchase consideration | $ 347,704 |
Goodwill and Other Intangible66
Goodwill and Other Intangible Assets - Summary of Activity in Goodwill (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Line Items] | ||||
Beginning Balance | $ 84,677,000 | $ 87,452,000 | ||
Acquisitions | 0 | 0 | ||
Dispositions | 0 | 0 | ||
Impairment | $ (69,246,000) | (69,246,000) | 0 | $ 0 |
Currency Translation/ Other | (130,000) | (2,775,000) | ||
Ending Balance | 15,301,000 | 15,301,000 | 84,677,000 | 87,452,000 |
Proppant Solutions [Member] | ||||
Goodwill [Line Items] | ||||
Beginning Balance | 68,216,000 | 70,991,000 | ||
Acquisitions | 0 | 0 | ||
Dispositions | 0 | 0 | ||
Impairment | (69,246,000) | 0 | 0 | |
Currency Translation/ Other | 1,030,000 | (2,775,000) | ||
Ending Balance | 68,216,000 | 70,991,000 | ||
Industrial & Recreational Products [Member] | ||||
Goodwill [Line Items] | ||||
Beginning Balance | 16,461,000 | 16,461,000 | ||
Acquisitions | 0 | 0 | ||
Dispositions | 0 | 0 | ||
Currency Translation/ Other | (1,160,000) | |||
Ending Balance | $ 15,301,000 | $ 15,301,000 | $ 16,461,000 | $ 16,461,000 |
Goodwill and Other Intangible67
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill and other intangible asset impairment losses | $ 69,246,000 | $ 69,246,000 | $ 0 | $ 0 |
Fair value of segment goodwill | $ 0 | $ 0 | ||
Supply Agreement [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life of acquired intangible assets | 10 years |
Goodwill and Other Intangible68
Goodwill and Other Intangible Assets - Summary of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 108,210 | $ 108,315 |
Accumulated Amortization | (11,728) | (7,546) |
Intangible Assets, net | 96,482 | 100,769 |
Acquired Technology and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 56,320 | 56,928 |
Accumulated Amortization | (608) | |
Intangible Assets, net | 56,320 | 56,320 |
Supply Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50,700 | 50,700 |
Accumulated Amortization | (11,154) | (6,760) |
Intangible Assets, net | 39,546 | 43,940 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,190 | 687 |
Accumulated Amortization | (574) | (178) |
Intangible Assets, net | $ 616 | $ 509 |
Goodwill and Other Intangible69
Goodwill and Other Intangible Assets - Summary of Estimated Future Amortization Expense Related to Intangible Assets (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Intangible Liability Disclosure [Abstract] | |
2,016 | $ 4,534 |
2,017 | 4,516 |
2,018 | 4,471 |
2,019 | 4,420 |
2,020 | 4,394 |
Thereafter | 18,263 |
Total | $ 40,598 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | May. 15, 2015 | Apr. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Industrial Revenue bond | $ 10,000 | $ 10,000 | ||
Revolving credit facility and other | 101 | 1,098 | ||
Capital leases, net | 9,301 | 10,724 | ||
Long term debt | 1,237,816 | 1,252,639 | ||
Long term debt | 1,237,816 | 1,252,639 | ||
Less: current portion | (17,536) | (17,274) | ||
Long-term debt including leases | 1,220,280 | 1,235,365 | ||
Term B-1 Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Term Loans | 156,134 | 319,917 | ||
Revolving credit facility and other | $ 115,458 | $ 46,036 | ||
Term B-2 Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Term Loans | 902,402 | $ 910,900 | ||
Extended Term B-1 Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Term Loans | $ 159,878 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2015 | May. 15, 2015 | Apr. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||
Outstanding term loans | $ 101,000 | $ 1,098,000 | |||
Debt instrument borrowings, maturity date | Sep. 1, 2027 | ||||
Consent fee paid | $ 2,886,000 | ||||
Outstanding letters of credit | 11,533,000 | ||||
Industrial revenue bond outstanding | $ 10,000,000 | ||||
Interest on bond | 0.02% | ||||
Letter of credit | $ 10,000,000 | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Available capacity remaining on the revolving credit facility | $ 19,717,000 | ||||
Term B-1 Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding term loans | $ 115,458,000 | $ 46,036,000 | |||
Debt instrument borrowings, maturity date | Mar. 15, 2017 | ||||
Consent fee paid | $ 1,151,000 | ||||
Term B-1 Loans [Member] | Stated B-1 Maturity Date March 15, 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding term loans | $ 156,619,000 | ||||
Debt instrument borrowings, maturity date | Mar. 15, 2017 | ||||
Term B-2 Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument borrowings, maturity date | Sep. 5, 2019 | ||||
Term B-2 Loans [Member] | Extended Maturity Date September 5, 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding term loans | $ 1,073,706,000 | ||||
Debt instrument borrowings, maturity date | Sep. 5, 2019 | ||||
Pre Amendment [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding term loans | $ 161,495,000 | ||||
2013 Pre Amendment [Member] | Revolving Credit Facility [Member] | US [Member] | |||||
Debt Instrument [Line Items] | |||||
Total Revolving Credit Facility commitment | $ 124,000,000 | ||||
2013 Amended Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Leverage ratio | 896.00% | ||||
2013 Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Total Revolving Credit Facility commitment | 31,250,000 | ||||
2013 Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding term loans | 31,250,000 | ||||
2013 Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | US [Member] | |||||
Debt Instrument [Line Items] | |||||
Total Revolving Credit Facility commitment | 99,000,000 | ||||
2013 Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | Canada [Member] | |||||
Debt Instrument [Line Items] | |||||
Total Revolving Credit Facility commitment | 1,000,000 | ||||
2013 Amended Credit Agreement [Member] | Period from Third Quarter of 2015 to Fourth Quarter of 2016 [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Total Revolving Credit Facility commitment | $ 40,000,000 | ||||
2013 Amended Credit Agreement [Member] | Period from Third Quarter of 2015 to Fourth Quarter of 2016 [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Leverage ratio | 475.00% | ||||
2013 Amended Credit Agreement [Member] | First Quarter of 2017 [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Total Revolving Credit Facility commitment | $ 100,000,000 | ||||
2013 Amended Credit Agreement [Member] | First Quarter of 2017 [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Leverage ratio | 650.00% | ||||
2013 Amended Credit Agreement [Member] | Fourth Quarter of 2017 [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Leverage ratio | 475.00% |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of Long-term debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Capital Lease Obligations, Lease Payment, 2016 | $ 5,253 | |
Capital Lease Obligations, Lease Payment, 2017 | 3,530 | |
Capital Lease Obligations, Lease Payment, 2018 | 689 | |
Capital Lease Obligations, Lease Payment, 2019 | 179 | |
Capital Lease Obligations, Lease Payment, 2020 | 0 | |
Capital Lease Obligations, Lease Payment, Thereafter | 0 | |
Capital Lease Obligations, Lease Payment, Total | 9,651 | |
Capital Lease Obligations, Less Interest, 2016 | 241 | |
Capital Lease Obligations, Less Interest, 2017 | 90 | |
Capital Lease Obligations, Less Interest, 2018 | 16 | |
Capital Lease Obligations, Less Interest, 2019 | 3 | |
Capital Lease Obligations, Less Interest, 2020 | 0 | |
Capital Lease Obligations, Less Interest, Thereafter | 0 | |
Capital Lease Obligations, Less Interest, Total | 350 | |
Capital Lease Obligations, Present Value, 2016 | 5,012 | |
Capital Lease Obligations, Present Value, 2017 | 3,440 | |
Capital Lease Obligations, Present Value, 2018 | 673 | |
Capital Lease Obligations, Present Value, 2019 | 176 | |
Capital Lease Obligations, Present Value, 2020 | 0 | |
Capital Lease Obligations, Present Value, Thereafter | 0 | |
Capital Lease Obligations, Present Value, Total | 9,301 | |
Long term debt | 1,237,816 | $ 1,252,639 |
Total Principal Payments, 2016 | 17,537 | |
Total Principal Payments, 2017 | 168,900 | |
Total Principal Payments, 2018 | 11,600 | |
Total Principal Payments, 2019 | 1,029,741 | |
Total Principal Payments, 2020 | 0 | |
Total Principal Payments, Thereafter | 10,038 | |
Total Principal Payments, Total | 1,237,816 | |
Other Long-term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Other Long-Term Debt, 2016 | 12,525 | |
Other Long-Term Debt, 2017 | 165,460 | |
Other Long-Term Debt, 2018 | 10,927 | |
Other Long-Term Debt, 2019 | 1,029,565 | |
Other Long-Term Debt, 2020 | 0 | |
Other Long-Term Debt, Thereafter | 10,038 | |
Long term debt | $ 1,228,515 |
Long Term Debt - Summary of Ass
Long Term Debt - Summary of Asset and Related Accumulated Depreciation in Balance Sheet for Capital Lease Items (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Lease Obligations [Abstract] | ||
Cost | $ 22,684 | $ 18,131 |
Accumulated depreciation | (8,812) | (5,111) |
Net book value | $ 13,872 | $ 13,020 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||||||||||
Net income (loss) attributable to Fairmount Santrol Holdings Inc. | $ (90,831) | $ (46,200) | $ 14,137 | $ 30,759 | $ 37,913 | $ 54,077 | $ 43,921 | $ 34,539 | $ (92,135) | $ 170,450 | $ 103,961 |
Denominator: | |||||||||||
Basic weighted average shares outstanding | 161,433,248 | 161,413,045 | 161,368,468 | 160,948,858 | 160,542,636 | 158,049,782 | 156,684,036 | 156,462,356 | 161,296,933 | 157,949,664 | 156,008,218 |
Dilutive effect of employee stock options & RSU's | 8,327,460 | 8,629,336 | |||||||||
Diluted weighted average shares outstanding | 161,433,248 | 161,413,045 | 166,866,817 | 166,330,707 | 167,025,422 | 166,911,474 | 165,642,288 | 165,082,614 | 161,296,933 | 166,277,124 | 164,637,554 |
Earnings per common share-basic | $ (0.56) | $ (0.29) | $ 0.09 | $ 0.19 | $ 0.24 | $ 0.34 | $ 0.28 | $ 0.22 | $ (0.57) | $ 1.08 | $ 0.67 |
Earnings per common share-diluted | $ (0.56) | $ (0.29) | $ 0.08 | $ 0.18 | $ 0.23 | $ 0.32 | $ 0.27 | $ 0.21 | $ (0.57) | $ 1.03 | $ 0.63 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) - shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ||
Securities excluded from computation of earning per share | 715,068 | 1,112,038 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | |||||||||||
Interest income (expense) | $ (16,077,000) | $ (15,963,000) | $ (14,894,000) | $ (15,308,000) | $ (9,797,000) | $ (16,567,000) | $ (16,572,000) | $ (17,906,000) | $ (62,242,000) | $ (60,842,000) | $ (61,926,000) |
Reclassification Out of Accumulated Other Comprehensive Income [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Interest income (expense) | 5,063,000 | ||||||||||
Interest Rate Swap Agreements [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Notional amount of swap agreements | $ 525,225,000 | 525,225,000 | |||||||||
Interest income (expense) | $ 51,000 | $ 21,000 | $ 15,000 | ||||||||
Interest Rate Swap Agreements [Member] | Minimum [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, minimum variable interest rate | 0.83% | 0.83% | |||||||||
Interest rate swap agreement, maturity date | Mar. 15, 2017 | ||||||||||
Interest Rate Swap Agreements [Member] | Maximum [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, maximum variable interest rate | 3.115% | 3.115% | |||||||||
Interest rate swap agreement, maturity date | Sep. 5, 2019 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Values of Derivative Instrument and Respective Classification in Condensed Consolidated Balance Sheets (Detail) - Interest Rate Swap Agreements [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative, fair value | $ (11,989) | $ (11,363) |
Designated as Hedges [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | (12,107) | (10,253) |
Designated as Hedges [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 118 | 333 |
Not Designated as Hedges [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (1,443) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used, Carrying value | $ 870,997 | $ 841,274 |
Long Lived Assets Held and Used [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used, Carrying value | 165,389 | |
Impairment charges of long-lived assets held and used | 86,004 | 2,635 |
Long Lived Assets Held For Sale [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used, Carrying value | 2,635 | |
Non-Recurring Fair Value Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used, Fair value | 79,385 | 168,024 |
Non-Recurring Fair Value Measurements [Member] | Long Lived Assets Held and Used [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used, Fair value | 79,385 | 165,389 |
Non-Recurring Fair Value Measurements [Member] | Long Lived Assets Held For Sale [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used, Fair value | 0 | 2,635 |
Quoted Prices in Active Markets (Level 1) [Member] | Term B-1 Loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 106,360 | 295,750 |
Quoted Prices in Active Markets (Level 1) [Member] | Extended Term Loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 76,922 | 0 |
Quoted Prices in Active Markets (Level 1) [Member] | Term B-2 Loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | $ 443,580 | $ 796,500 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Carried at Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Interest Rate Swap Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | $ (11,989) | $ (11,363) |
Recurring Fair Value Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Net Asset (Liability) | (11,989) | (11,363) |
Recurring Fair Value Measurements [Member] | Interest Rate Swap Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | (11,989) | (11,363) |
Other Observable Inputs (Level 2) [Member] | Recurring Fair Value Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Net Asset (Liability) | (11,989) | (11,363) |
Other Observable Inputs (Level 2) [Member] | Recurring Fair Value Measurements [Member] | Interest Rate Swap Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | $ (11,989) | $ (11,363) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Assets Measured at Fair Value on a Non-recurring Basis (Detail) - Non-Recurring Fair Value Measurements [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used, Fair value | $ 79,385 | $ 168,024 |
Long Lived Assets Held and Used [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used, Fair value | 79,385 | 165,389 |
Long Lived Assets Held For Sale [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used, Fair value | 0 | 2,635 |
Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used, Fair value | 79,385 | 168,024 |
Unobservable Inputs (Level 3) [Member] | Long Lived Assets Held and Used [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used, Fair value | $ 79,385 | 165,389 |
Unobservable Inputs (Level 3) [Member] | Long Lived Assets Held For Sale [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used, Fair value | $ 2,635 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income (Loss) Before Provision (Benefit) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (94,746) | $ 238,332 | $ 137,456 |
Foreign | 877 | 9,704 | 12,420 |
Total | $ (93,869) | $ 248,036 | $ 149,876 |
Income Taxes - Schedule of Co82
Income Taxes - Schedule of Components of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||||||||||
Federal | $ (23,515) | $ 30,656 | $ 34,578 | ||||||||
State and local | 359 | 3,754 | 3,329 | ||||||||
Foreign | 1,396 | 5,193 | 6,486 | ||||||||
Subtotal | (21,760) | 39,603 | 44,393 | ||||||||
Change in deferred taxes | 19,821 | 37,810 | 826 | ||||||||
Total | $ (13,996) | $ 28,117 | $ (26,677) | $ 10,617 | $ 23,565 | $ 21,436 | $ 18,146 | $ 14,266 | $ (1,939) | $ 77,413 | $ 45,219 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory rate | 35.00% | 35.00% | 35.00% |
Increase (decrease) resulting from: | |||
State income taxes, net | 0.20% | 1.20% | 2.20% |
Foreign tax rate differential and adjustment | 0.10% | 0.60% | 1.40% |
U.S. statutory depletion | 9.70% | (5.80%) | (6.90%) |
Manufacturers' deduction | (4.00%) | (0.90%) | (2.10%) |
Unremitted foreign earnings | (4.10%) | 0.00% | 0.00% |
Goodwill impairment | (6.20%) | 0.00% | 0.00% |
Valuation allowance | (27.60%) | 0.50% | 0.00% |
Other items, net | (1.00%) | 0.60% | 0.60% |
Effective rate | 2.10% | 31.20% | 30.20% |
Income Taxes - Schedule of Co84
Income Taxes - Schedule of Components of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets | ||
Accrued liabilities | $ 1,088,000 | $ 1,924,000 |
Inventory | 3,168,000 | 3,435,000 |
Stock compensation | 19,213,000 | 19,702,000 |
Deferred compensation | 1,161,000 | 1,274,000 |
Interest rate derivatives | 4,373,000 | 4,221,000 |
Pension | 3,425,000 | 1,590,000 |
Intangibles | 13,791,000 | |
Foreign tax credit carryforwards | 1,196,000 | 1,309,000 |
Alternative minimum tax credit carryforwards | 24,463,000 | 0 |
Research and experimentation tax credit carryforwards | 971,000 | 0 |
Net operating loss carryforwards | 965,000 | 0 |
Other assets | 2,027,000 | 1,383,000 |
Total deferred tax assets before valuation allowance | 75,841,000 | 34,838,000 |
Valuation allowance | (27,230,000) | (1,309,000) |
Total deferred tax assets after valuation allowance | 48,611,000 | 33,529,000 |
Deferred tax liabilities | ||
Property, plant, and equipment | (131,278,000) | (99,352,000) |
Intangibles | (3,370,000) | |
Unremitted foreign earnings | (2,553,000) | |
Other liabilities | (3,515,000) | |
Total deferred tax liabilities | (137,346,000) | (102,722,000) |
Net deferred tax assets (liabilities) | $ (88,735,000) | $ (69,193,000) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation Of Effective Income Tax Rate [Line Items] | ||||
Alternative minimum tax credit carryforwards | $ 24,463,000 | $ 0 | ||
Foreign tax credit carryforwards | $ 1,196,000 | 1,309,000 | ||
Foreign tax credits carryforward description | Utilized through 2024 | |||
Net operating loss carryforwards | $ 965,000 | 0 | ||
Research and experimentation tax credit carryforwards | 971,000 | 0 | ||
Cumulative undistributed earnings | 14,003,000 | $ 12,368,000 | ||
Unremitted foreign earnings | 2,553,000 | |||
Unrecognized tax benefits | 5,200,000 | 5,327,000 | $ 3,038,000 | $ 3,366,000 |
Amount of accrued interest and penalties related to unrecognized tax benefits | 1,752,000 | $ 1,365,000 | ||
Maximum [Member] | ||||
Reconciliation Of Effective Income Tax Rate [Line Items] | ||||
Decrease in unrecognized tax benefits | $ (2,686,000) |
Income Taxes - Reconciliation86
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits, beginning balance | $ 5,327 | $ 3,038 | $ 3,366 |
Increases (decreases) for tax positions in prior years | (222) | 2,201 | |
Increases (decreases) for tax positions in current year | 95 | 88 | 143 |
Lapses in statutes of limitations | (471) | ||
Unrecognized Tax Benefits, ending balance | $ 5,200 | $ 5,327 | $ 3,038 |
Common Stock and Stock Based Co
Common Stock and Stock Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Option exercisable period | 4 years 7 months 6 days | 5 years 10 months 24 days | |
Option expiration period | 10 years | ||
Weighted-average fair value of options granted | $ 8.79 | $ 8.49 | $ 5.35 |
Stock compensation expense | $ 4,525 | $ 16,571 | $ 10,133 |
Aggregate intrinsic value of option outstanding | $ 4,129 | $ 44,094 | |
Weighted average remaining contractual life | 5 years 8 months 12 days | 6 years 7 months 6 days | |
Aggregate intrinsic value of option exercisable | $ 4,129 | $ 39,653 | |
Aggregate intrinsic value | $ 2.35 | $ 6.92 | |
Aggregate intrinsic value of stock options exercised | $ 1,839 | $ 51,410 | 6,564 |
Proceeds from option exercises | 1,767 | 6,540 | 1,277 |
Income tax benefits realized from stock option exercises | $ 656 | $ 16,143 | $ 2,461 |
Purchase shares outstanding | 16,276,502 | 16,106,718 | |
Unrecognized compensation cost of non-vested stock options | $ 17,272 | $ 19,874 | |
Weighted-average period of unrecognized compensation of non-vested stock options | 4 years 2 months 12 days | 4 years | |
Weighted Average Exercise Price, Option, Granted | $ 8.79 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value | $ 8.80 | $ 13.19 | |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period of option | 7 years | ||
Weighted Average Exercise Price, Option, Granted | $ 20.52 | 20.52 | |
Maximum [Member] | LTIP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period of option | 5 years | ||
Maximum [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period of option | 6 years | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period of option | 5 years | ||
Weighted Average Exercise Price, Option, Granted | $ 1.43 | $ 1.43 | |
Minimum [Member] | LTIP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period of option | 3 years | ||
Minimum [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period of option | 4 years | ||
Common Class B [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option exercisable period | 10 years |
Common Stock and Stock Based 88
Common Stock and Stock Based Compensation - Schedule of Fair Value Assumptions Based on Black-Scholes-Merton Options-Pricing Model (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options Outstanding, Weighted Average Exercise Price, and Additional Disclosures [Abstract] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 45.61% | 48.72% | 46.38% |
Risk free interest rate, minimum | 1.65% | 1.94% | 1.12% |
Risk free interest rate, maximum | 2.03% | 2.03% | 2.00% |
Expected option life | 6 years 6 months | 6 years 6 months | 6 years 6 months |
Common Stock and Stock Based 89
Common Stock and Stock Based Compensation - Summary of Share Based Compensation Activity Of Option and Non-option Instruments (Detail) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding Beginning Balance | shares | 16,106,718 |
Options, Granted | shares | 1,630,952 |
Options, Exercised | shares | (519,982) |
Options, Forfeited | shares | (474,434) |
Options, Expired | shares | (466,752) |
Options, Outstanding Ending Balance | shares | 16,276,502 |
Options, Exercisable Ending Balance | shares | 10,695,632 |
Weighted Average Exercise Price, Option, Outstanding Beginning Balance | $ / shares | $ 6.17 |
Weighted Average Exercise Price, Option, Granted | $ / shares | 8.79 |
Weighted Average Exercise Price, Option, Exercised | $ / shares | 3.41 |
Weighted Average Exercise Price, Option, Forfeited | $ / shares | 11.04 |
Weighted Average Exercise Price, Option, Expired | $ / shares | 9.53 |
Weighted Average Exercise Price, Option, Outstanding Ending Balance | $ / shares | 6.28 |
Weighted Average Exercise Price, Option, Exercisable Ending Balance | $ / shares | 4.36 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted Average Price at RSU Issue Date, Outstanding Beginning Balance | $ / shares | $ 13.19 |
Restricted Stock Units, Outstanding Beginning Balance | shares | 258,536 |
Weighted Average Price at RSU Issue Date, Granted | $ / shares | $ 8.80 |
Restricted Stock Units, Granted | shares | 363,126 |
Weighted Average Price at RSU Issue Date, Forfeited | $ / shares | $ 13.07 |
Weighted Average Price at RSU Issue Date, Outstanding Ending Balance | $ / shares | $ 10.45 |
Options, Forfeited | shares | (42,278) |
Restricted Stock Units, Outstanding Ending Balance | shares | 579,384 |
Defined Benefit Plans - Additio
Defined Benefit Plans - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)Pension_Plan | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Number of defined benefit pension plans | Pension_Plan | 2 | ||
Underfunded pension plan | $ 2,199 | $ 2,249 | |
Pension expense for multiemployer defined benefit pension plan | 236 | $ 1 | $ 155 |
Defined Benefit Plan, Future Amortization of Gain | 267 | ||
Defined Benefit Plan, Future Amortization of Prior Service Cost | $ 1 | ||
Equities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan target plan asset allocations | 70.00% | ||
Fixed Income Investments [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan target plan asset allocations | 30.00% |
Defined Benefit Plans - Summary
Defined Benefit Plans - Summary of Assumptions Used to Determine the Company's Obligations (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Wedron Pension [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.75% | 3.75% |
Long-term rate of return on plan assets | 7.50% | 9.00% |
Troy Grove Pension [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.00% | 4.00% |
Long-term rate of return on plan assets | 7.50% | 9.00% |
Defined Benefit Plans - Summa92
Defined Benefit Plans - Summary of Defined Benefit Plans (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Benefit obligation at beginning of year | $ 9,146 | $ 7,418 | |
Service cost | 108 | 74 | $ 86 |
Interest cost | 340 | 332 | 300 |
Actuarial (gain) loss | (525) | 1,568 | |
Benefit payments | (257) | (246) | |
Benefit obligation at end of year | 8,812 | 9,146 | 7,418 |
Fair value of plan assets at beginning of year | 6,897 | 6,492 | |
Actual return on plan assets | (90) | 454 | |
Employer contributions | 63 | 197 | |
Benefit payments | (257) | (246) | |
Fair value of plan assets at end of year | 6,613 | 6,897 | 6,492 |
Accrued benefit cost | (2,199) | (2,249) | |
Service cost | 108 | 74 | 86 |
Interest cost | 340 | 332 | 300 |
Expected return on plan assets | (508) | (585) | (503) |
Amortization of prior service cost | 16 | 19 | 19 |
Amortization of net actuarial loss | 280 | 159 | 253 |
Net periodic benefit cost | 236 | (1) | 155 |
Net actuarial gain (loss) | (75) | (1,699) | 1,189 |
Amortization of prior service cost | 16 | 16 | 19 |
Amortization of net actuarial loss | 280 | 164 | 253 |
Deferred tax asset | (124) | 569 | (565) |
Other comprehensive income (loss) | $ 97 | $ (950) | $ 896 |
Defined Benefit Plans - Estimat
Defined Benefit Plans - Estimated Future Benefit Payment (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,016 | $ 336 |
2,017 | 373 |
2,018 | 411 |
2,019 | 437 |
2,020 | 470 |
2021-2025 | $ 2,625 |
Defined Benefit Plans - Summa94
Defined Benefit Plans - Summary of Fair Value Measurements for Assets Held in Benefit Plans (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Defined Benefit Plan Disclosure [Line Items] | |||
Total | $ 6,613 | $ 6,897 | $ 6,492 |
Fixed Income [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 1,881 | ||
Mutual Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 4,633 | ||
Quoted Prices in Active Markets (Level 1) [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 6,614 | ||
Quoted Prices in Active Markets (Level 1) [Member] | Fixed Income [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 1,881 | ||
Quoted Prices in Active Markets (Level 1) [Member] | Mutual Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 4,633 | ||
Cash [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 100 | ||
Cash [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | $ 100 |
Other Benefit Plans - Additiona
Other Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Estimated withdrawal liability | $ 5,276 | ||
Defined contribution 401(k) plan, Company's contribution matching employee's contribution Percentage | 50.00% | ||
Defined contribution 401(k) plan, Maximum Annual Contributions Per Employee Percent | 5.00% | ||
Company contributions to the Supplemental Executive Retirement Plan (SERP) | $ 1,191 | $ 1,179 | $ 965 |
Discretionary contributions accrued on Employee Stock Bonus Plan | $ 1,223 | $ 4,295 | |
Shares held in participant accounts in Employee Stock Bonus Plan | 6,433,727 | 6,903,326 | |
Supplemental Employee Retirement Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Company contributions to the Supplemental Executive Retirement Plan (SERP) | $ 60 | $ 151 | |
Wedron Silica Union Members [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Company contributions to the Supplemental Executive Retirement Plan (SERP) | $ 352 | $ 315 | $ 266 |
Self-Insured Plans - Additional
Self-Insured Plans - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accruals For Self Insurance [Line Items] | ||
Self insured plans for employees | $ 3,000 | |
Workers Compensation [Member] | ||
Accruals For Self Insurance [Line Items] | ||
Self insured plans for employees | 1,000 | |
Accrued Liability | 463 | $ 388 |
Medical Benefits [Member] | ||
Accruals For Self Insurance [Line Items] | ||
Accrued Liability | $ 4,048 | $ 3,506 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 17, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Commitments and Contingencies [Line Items] | ||||
Total royalty expense | $ 1,899 | $ 3,786 | $ 1,818 | |
Rent expense for lease | 67,745 | $ 56,247 | $ 34,195 | |
Self-Suspending Proppant LLC [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Aggregate earnout payment from the two-year period ending October 1, 2017 until the three-year period ending October 1, 2018 | $ 45,000 | 45,000 | ||
Aggregate earnout payment during the two-year period ending October 1, 2017 | $ 15,000 | $ 15,000 | ||
Security interest percentage of equity in contingent consideration | 51.00% | 51.00% | ||
Contingent consideration | $ 195,000 | $ 195,000 |
Commitments and Contingencies98
Commitments and Contingencies - Schedule of Minimum Lease Payments Under Long-term Operating Lease Obligations (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leased Assets [Line Items] | |
2,016 | $ 65,551 |
2,017 | 54,624 |
2,018 | 45,063 |
2,019 | 29,888 |
2,020 | 17,255 |
Thereafter | 54,128 |
Total | 266,509 |
Equipment [Member] | |
Operating Leased Assets [Line Items] | |
2,016 | 57,536 |
2,017 | 47,402 |
2,018 | 39,610 |
2,019 | 25,408 |
2,020 | 13,291 |
Thereafter | 46,579 |
Total | 229,826 |
Real Estate [Member] | |
Operating Leased Assets [Line Items] | |
2,016 | 8,015 |
2,017 | 7,222 |
2,018 | 5,453 |
2,019 | 4,480 |
2,020 | 3,964 |
Thereafter | 7,549 |
Total | $ 36,683 |
Transactions with Related Par99
Transactions with Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Affiliated Entity [Member] | |||
Related Party Transaction [Line Items] | |||
Purchases from an affiliated entity | $ 288 | $ 2,902 | $ 1,382 |
Management Services [Member] | |||
Related Party Transaction [Line Items] | |||
Management fees payment | 0 | 825 | 2,821 |
Material Purchases [Member] | |||
Related Party Transaction [Line Items] | |||
Purchases from an affiliated entity | $ 62 | $ 44 | $ 32 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($)Segments | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment Reporting Information [Line Items] | |||||||
Number of reportable segments | Segments | 2 | ||||||
Restructuring and other charges | $ 7,850,000 | $ 4,453,000 | $ 14,824,000 | $ 324,000 | $ 27,451,000 | $ 0 | $ 0 |
Goodwill impairment | 69,246,000 | 69,246,000 | 0 | $ 0 | |||
Total Assets | 1,368,959,000 | $ 1,368,959,000 | $ 1,514,016,000 | ||||
Customer Concentration Risk [Member] | Revenues [Member] | Halliburton [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Consolidated net sales | 25.00% | 19.00% | 19.00% | ||||
Customer Concentration Risk [Member] | Revenues [Member] | FTS International Services, Inc [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Consolidated net sales | 18.00% | 16.00% | 11.00% | ||||
Proppant Solutions [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Restructuring and other charges | $ 12,325,000 | ||||||
Goodwill impairment | 69,246,000 | $ 0 | $ 0 | ||||
Total Assets | 1,152,110,000 | 1,152,110,000 | 1,271,700,000 | ||||
Industrial & Recreational Products [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Restructuring and other charges | 13,508,000 | ||||||
Total Assets | $ 116,825,000 | $ 116,825,000 | $ 63,270,000 |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | |||||||||||
Revenue | $ 134,946 | $ 170,950 | $ 221,323 | $ 301,490 | $ 353,756 | $ 373,479 | $ 334,291 | $ 294,932 | $ 828,709 | $ 1,356,458 | $ 988,386 |
Operating expenses excluded from segment contribution margin | |||||||||||
Selling, general, and administrative | 80,666 | 114,227 | 81,858 | ||||||||
Depreciation, depletion, and amortization | 2,124 | 1,473 | 623 | 66,754 | 59,379 | 37,771 | |||||
Stock compensation expense | 4,525 | 16,571 | 10,133 | ||||||||
Interest expense, net | $ 16,077 | 15,963 | $ 14,894 | 15,308 | 9,797 | 16,567 | 16,572 | 17,906 | 62,242 | 60,842 | 61,926 |
Loss on extinguishment of debt | 11,760 | ||||||||||
Other non-operating expense | $ 1,492 | $ 324 | $ 39 | $ 2,206 | $ 250 | $ 291 | 1,492 | 2,786 | 4,394 | ||
Income (loss) before provision for income taxes | (93,869) | 248,036 | 149,876 | ||||||||
Operating Segments [Member] | |||||||||||
Revenue | |||||||||||
Revenue | 828,709 | 1,356,458 | 988,386 | ||||||||
Segment contribution margin | |||||||||||
Segment contribution margin | 96,059 | 465,252 | 331,085 | ||||||||
Operating Segments [Member] | Proppant Solutions [Member] | |||||||||||
Revenue | |||||||||||
Revenue | 710,083 | 1,232,232 | 856,212 | ||||||||
Segment contribution margin | |||||||||||
Segment contribution margin | 70,810 | 430,779 | 296,320 | ||||||||
Operating Segments [Member] | Industrial & Recreational Products [Member] | |||||||||||
Revenue | |||||||||||
Revenue | 118,626 | 124,226 | 132,174 | ||||||||
Segment contribution margin | |||||||||||
Segment contribution margin | 25,249 | 34,473 | 34,765 | ||||||||
Corporate, Non-Segment [Member] | |||||||||||
Operating expenses excluded from segment contribution margin | |||||||||||
Cost of sales | 4,959 | ||||||||||
Selling, general, and administrative | 53,118 | 74,475 | 47,440 | ||||||||
Depreciation, depletion, and amortization | 66,754 | 59,379 | 37,771 | ||||||||
Stock compensation expense | 4,525 | 16,571 | 10,133 | ||||||||
Corporate restructuring charges and other operating expense | 2,299 | 3,163 | 2,826 | ||||||||
Interest expense, net | 62,242 | 60,842 | 61,926 | ||||||||
Loss on extinguishment of debt | 11,760 | ||||||||||
Other non-operating expense | $ 990 | $ 2,786 | $ 4,394 |
Restructuring and Other Char102
Restructuring and Other Charges - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring and Related Activities [Abstract] | |||||||
Restructuring and other charges | $ 7,850,000 | $ 4,453,000 | $ 14,824,000 | $ 324,000 | $ 27,451,000 | $ 0 | $ 0 |
Restructuring and Other Char103
Restructuring and Other Charges - Summary of Restructuring and Other Costs Recognized (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring and other charges | |||||||
Workforce reduction costs, including one-time severance payments | $ 1,682,000 | ||||||
Write-down to net realizable value of exited facilities and other capitalized costs | 19,393,000 | ||||||
Other exit costs, including multiemployer pension plan withdrawal liability and additional cash costs to exit facilities | 6,376,000 | ||||||
Total restructuring and other charges | $ 7,850,000 | $ 4,453,000 | $ 14,824,000 | $ 324,000 | $ 27,451,000 | $ 0 | $ 0 |
Restructuring and Other Char104
Restructuring and Other Charges - Summary of Restructuring and Other Costs by Operating Segment (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Total restructuring and other charges | $ 7,850,000 | $ 4,453,000 | $ 14,824,000 | $ 324,000 | $ 27,451,000 | $ 0 | $ 0 |
Proppant Solutions [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Total restructuring and other charges | 12,325,000 | ||||||
Industrial & Recreational Products [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Total restructuring and other charges | 13,508,000 | ||||||
Operating Segments [Member] | Proppant Solutions [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Total restructuring and other charges | 12,325,000 | ||||||
Operating Segments [Member] | Industrial & Recreational Products [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Total restructuring and other charges | 13,508,000 | ||||||
Corporate, Non-Segment [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Total restructuring and other charges | $ 1,618,000 |
Geographic Information - Summar
Geographic Information - Summary of Revenue and Long-lived Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Geographic Information [Line Items] | |||||||||||
Revenue | $ 134,946 | $ 170,950 | $ 221,323 | $ 301,490 | $ 353,756 | $ 373,479 | $ 334,291 | $ 294,932 | $ 828,709 | $ 1,356,458 | $ 988,386 |
Long-lived assets | 870,997 | 841,274 | 870,997 | 841,274 | |||||||
Domestic [Member] | |||||||||||
Geographic Information [Line Items] | |||||||||||
Revenue | 798,750 | 1,254,071 | 920,636 | ||||||||
Long-lived assets | 867,352 | 832,280 | 867,352 | 832,280 | |||||||
International [Member] | |||||||||||
Geographic Information [Line Items] | |||||||||||
Revenue | 29,959 | 102,387 | $ 67,750 | ||||||||
Long-lived assets | $ 3,645 | $ 8,994 | $ 3,645 | $ 8,994 |
Quarterly Financial Data (Un106
Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||||||||||
Revenue | $ 134,946 | $ 170,950 | $ 221,323 | $ 301,490 | $ 353,756 | $ 373,479 | $ 334,291 | $ 294,932 | $ 828,709 | $ 1,356,458 | $ 988,386 |
Cost of sales | 109,488 | 131,679 | 165,130 | 202,548 | 220,569 | 228,583 | 211,190 | 191,112 | 608,845 | 851,454 | 627,842 |
Operating expenses | 114,199 | 39,828 | 53,835 | 41,813 | 62,140 | 50,525 | 43,930 | 36,745 | |||
Interest expense, net | 16,077 | 15,963 | 14,894 | 15,308 | 9,797 | 16,567 | 16,572 | 17,906 | 62,242 | 60,842 | 61,926 |
Other non-operating expense (income) | 1,492 | 324 | 39 | 2,206 | 250 | 291 | 1,492 | 2,786 | 4,394 | ||
Provision (benefit) for income taxes | (13,996) | 28,117 | (26,677) | 10,617 | 23,565 | 21,436 | 18,146 | 14,266 | (1,939) | 77,413 | 45,219 |
Net income (loss) | (90,822) | (46,129) | 14,141 | 30,880 | 37,646 | 54,162 | 44,203 | 34,612 | (91,930) | 170,623 | 104,657 |
Less: Net income (loss) attributable to the non-controlling interest | 9 | 71 | 4 | 121 | (267) | 85 | 282 | 73 | 205 | 173 | 696 |
Net income (loss) attributable to Fairmount Santrol Holdings Inc. | $ (90,831) | $ (46,200) | $ 14,137 | $ 30,759 | $ 37,913 | $ 54,077 | $ 43,921 | $ 34,539 | $ (92,135) | $ 170,450 | $ 103,961 |
Earnings per share, basic | $ (0.56) | $ (0.29) | $ 0.09 | $ 0.19 | $ 0.24 | $ 0.34 | $ 0.28 | $ 0.22 | $ (0.57) | $ 1.08 | $ 0.67 |
Earnings per share, diluted | $ (0.56) | $ (0.29) | $ 0.08 | $ 0.18 | $ 0.23 | $ 0.32 | $ 0.27 | $ 0.21 | $ (0.57) | $ 1.03 | $ 0.63 |
Weighted average number of shares outstanding, basic | 161,433,248 | 161,413,045 | 161,368,468 | 160,948,858 | 160,542,636 | 158,049,782 | 156,684,036 | 156,462,356 | 161,296,933 | 157,949,664 | 156,008,218 |
Weighted average number of shares outstanding, diluted | 161,433,248 | 161,413,045 | 166,866,817 | 166,330,707 | 167,025,422 | 166,911,474 | 165,642,288 | 165,082,614 | 161,296,933 | 166,277,124 | 164,637,554 |
Quarterly Financial Data (Un107
Quarterly Financial Data (Unaudited) - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||
Restructuring and other charges | $ 7,850,000 | $ 4,453,000 | $ 14,824,000 | $ 324,000 | $ 27,451,000 | $ 0 | $ 0 |
Goodwill impairment | 69,246,000 | 69,246,000 | 0 | 0 | |||
Depreciation | $ 2,124,000 | $ 1,473,000 | $ 623,000 | $ 66,754,000 | $ 59,379,000 | $ 37,771,000 |
Schedule II - Valuation and 108
Schedule II - Valuation and Qualifying Accounts and Reserves (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | $ 4,255 | $ 796 | $ 1,189 |
Charged to Cost and Expenses | 1,968 | 3,605 | 1,741 |
Charged to Other Accounts | 0 | 0 | 0 |
Deductions | (3,753) | (146) | (2,134) |
Ending Balance | 2,470 | 4,255 | 796 |
Valuation Allowance for Net Deferred Tax Assets [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | 1,309 | ||
Charged to Cost and Expenses | 25,921 | 1,309 | |
Charged to Other Accounts | 0 | 0 | $ 0 |
Ending Balance | $ 27,230 | $ 1,309 |