Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 Filer Category | Accelerated Filer | |
Entity Common Stock Shares Outstanding | 224,092,378 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 280,050,000 | $ 134,775,000 | $ 685,859,000 | $ 394,482,000 |
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) | 180,582,000 | 114,873,000 | 475,470,000 | 347,466,000 |
Operating expenses | ||||
Selling, general and administrative expenses | 31,105,000 | 17,242,000 | 79,438,000 | 60,560,000 |
Depreciation, depletion and amortization expense | 20,174,000 | 17,759,000 | 59,462,000 | 54,401,000 |
Asset impairments | 0 | 90,654,000 | ||
Restructuring charges | 1,155,000 | |||
Other operating expense (income) | (1,594,000) | 9,362,000 | (2,299,000) | 9,266,000 |
Income (loss) from operations | 49,783,000 | (24,461,000) | 73,788,000 | (169,020,000) |
Interest expense, net | 12,110,000 | 16,175,000 | 37,630,000 | 50,043,000 |
Other non-operating income | (5,000) | |||
Income (loss) before provision (benefit) for income taxes | 37,673,000 | (40,636,000) | 36,158,000 | (219,058,000) |
Provision (benefit) for income taxes | 2,754,000 | (20,013,000) | 2,126,000 | (98,786,000) |
Net income (loss) | 34,919,000 | (20,623,000) | 34,032,000 | (120,272,000) |
Less: Net income (loss) attributable to the non-controlling interest | (25,000) | 2,000 | 193,000 | 15,000 |
Net income (loss) attributable to Fairmount Santrol Holdings Inc. | $ 34,944,000 | $ (20,625,000) | $ 33,839,000 | $ (120,287,000) |
Earnings (loss) per share | ||||
Basic | $ 0.16 | $ (0.11) | $ 0.15 | $ (0.71) |
Diluted | $ 0.15 | $ (0.11) | $ 0.15 | $ (0.71) |
Weighted average number of shares outstanding | ||||
Basic | 224,082 | 183,620 | 223,947 | 168,904 |
Diluted | 226,400 | 183,620 | 229,304 | 168,904 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 34,919 | $ (20,623) | $ 34,032 | $ (120,272) |
Other comprehensive income (loss), before tax | ||||
Foreign currency translation adjustment | 325 | (2) | 767 | (362) |
Pension obligations | 61 | 66 | 183 | 174 |
Change in fair value of derivative agreements | 1,704 | 893 | 3,877 | (7,321) |
Total other comprehensive income (loss), before tax | 2,090 | 957 | 4,827 | (7,509) |
Provision (benefit) for income taxes related to items of other comprehensive income (loss) | 650 | (66) | 2,575 | (3,226) |
Comprehensive income (loss), net of tax | 36,359 | (19,600) | 36,284 | (124,555) |
Comprehensive income (loss) attributable to the non-controlling interest | (25) | 2 | 193 | 15 |
Comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. | $ 36,384 | $ (19,602) | $ 36,091 | $ (124,570) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 188,257 | $ 194,069 |
Accounts receivable, net of allowance for doubtful accounts of $2,136 and $3,055 at September 30, 2017 and December 31, 2016, respectively | 155,070 | 78,942 |
Inventories, net | 68,304 | 52,650 |
Prepaid expenses and other assets | 6,843 | 7,065 |
Refundable income taxes | 823 | 21,077 |
Total current assets | 419,297 | 353,803 |
Property, plant and equipment, net | 767,408 | 727,735 |
Deferred income taxes | 1,244 | 1,244 |
Goodwill | 15,301 | 15,301 |
Intangibles, net | 95,234 | 95,341 |
Other assets | 7,740 | 9,486 |
Total assets | 1,306,224 | 1,202,910 |
Current liabilities | ||
Current portion of long-term debt | 11,772 | 10,707 |
Accounts payable | 69,173 | 37,263 |
Accrued expenses and deferred revenue | 85,660 | 26,185 |
Total current liabilities | 166,605 | 74,155 |
Long-term debt | 782,735 | 832,306 |
Deferred income taxes | 10,728 | 7,057 |
Other long-term liabilities | 50,300 | 38,272 |
Total liabilities | 1,010,368 | 951,790 |
Commitments and contingent liabilities (Note 13) | ||
Equity | ||
Preferred stock: $0.01 par value, 100,000 authorized shares Shares outstanding: 0 at September 30, 2017 and December 31, 2016 | ||
Common stock: $0.01 par value, 1,850,000 authorized shares Shares outstanding: 224,092 and 223,601 at September 30, 2017 and December 31, 2016, respectively | 2,423 | 2,422 |
Additional paid-in capital | 300,281 | 297,649 |
Retained earnings | 298,258 | 264,852 |
Accumulated other comprehensive loss | (16,750) | (19,002) |
Total equity attributable to Fairmount Santrol Holdings Inc. before treasury stock | 584,212 | 545,921 |
Less: Treasury stock at cost Shares in treasury: 18,273 and 18,666 at September 30, 2017 and December 31, 2016, respectively | (288,662) | (294,874) |
Total equity attributable to Fairmount Santrol Holdings Inc. | 295,550 | 251,047 |
Non-controlling interest | 306 | 73 |
Total equity | 295,856 | 251,120 |
Total liabilities and equity | $ 1,306,224 | $ 1,202,910 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,136 | $ 3,055 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,850,000,000 | 1,850,000,000 |
Common stock, shares outstanding | 224,092,000 | 223,601,000 |
Shares in treasury | 18,273,000 | 18,666,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) shares in Thousands, $ 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, 2015 | $ (60,368) | $ 2,391 | $ 776,705 | $ 405,044 | $ (17,693) | $ (1,227,663) | $ (61,216) | $ 848 |
Beginning balances, shares at Dec. 31, 2015 | 161,433 | 77,765 | ||||||
Re-issuance of treasury stock | 161,862 | (292,675) | $ 454,537 | 161,862 | ||||
Re-issuance of treasury stock, shares | (28,750) | |||||||
Share-based awards exercised or distributed | 3,950 | $ 17 | 3,933 | 3,950 | ||||
Share-based awards exercised or distributed, shares | 30,514 | (99) | ||||||
Stock compensation expense | 7,366 | 7,366 | 7,366 | |||||
Tax effect of stock options exercised, forfeited, or expired | (1,051) | (1,051) | (1,051) | |||||
Transactions with non-controlling interest | (551) | (551) | ||||||
Net income (loss) | (120,272) | (120,287) | (120,287) | 15 | ||||
Other comprehensive income (loss) | (4,283) | (4,283) | (4,283) | |||||
Ending balances at Sep. 30, 2016 | (13,347) | $ 2,408 | 494,278 | 284,757 | (21,976) | $ (773,126) | (13,659) | 312 |
Ending balances, shares at Sep. 30, 2016 | 191,947 | 48,916 | ||||||
Beginning balances at Dec. 31, 2016 | 251,120 | $ 2,422 | 297,649 | 264,852 | (19,002) | $ (294,874) | 251,047 | 73 |
Beginning balances, shares at Dec. 31, 2016 | 223,601 | 18,666 | ||||||
Re-issuance of treasury stock | 6,212 | $ 6,212 | 6,212 | |||||
Re-issuance of treasury stock, shares | 393 | (393) | ||||||
Share-based awards exercised or distributed | (5,648) | $ 1 | (5,649) | (5,648) | ||||
Share-based awards exercised or distributed, shares | 98 | |||||||
Stock compensation expense | 8,281 | 8,281 | 8,281 | |||||
Impact of adoption of ASU 2016-09, net of tax | ASU 2016-09 [Member] | (433) | (433) | (433) | |||||
Transactions with non-controlling interest | 40 | 40 | ||||||
Net income (loss) | 34,032 | 33,839 | 33,839 | 193 | ||||
Other comprehensive income (loss) | 2,252 | 2,252 | 2,252 | |||||
Ending balances at Sep. 30, 2017 | $ 295,856 | $ 2,423 | $ 300,281 | $ 298,258 | $ (16,750) | $ (288,662) | $ 295,550 | $ 306 |
Ending balances, shares at Sep. 30, 2017 | 224,092 | 18,273 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Cash Flows [Abstract] | ||
Net income (loss) | $ 34,032 | $ (120,272) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and depletion | 53,638 | 50,891 |
Amortization | 9,508 | 8,471 |
Reserve for doubtful accounts | (421) | 2,645 |
Write-off of deferred financing costs | 389 | |
Asset impairments | 90,654 | |
Inventory write-downs and reserves | 1,266 | 10,302 |
(Gain) loss on disposal of fixed assets | (404) | 315 |
Deferred income taxes and taxes payable | 3,965 | (80,248) |
Stock compensation expense | 7,582 | 7,366 |
Change in operating assets and liabilities: | ||
Accounts receivable | (75,707) | (5,035) |
Inventories | (16,920) | 7,039 |
Prepaid expenses and other assets | (2,745) | 1,873 |
Refundable income taxes | 20,255 | 5,922 |
Accounts payable | 20,659 | 4,723 |
Accrued expenses and deferred revenue | 52,373 | 3,875 |
Net cash provided by (used in) operating activities | 107,470 | (11,479) |
Cash flows from investing activities | ||
Proceeds from sale of fixed assets | 3,124 | 5,630 |
Capital expenditures and stripping costs | (36,470) | (28,712) |
Leasehold interest payments for sand reserves | (20,000) | |
Earnout payments | (250) | (1,631) |
Net cash used in investing activities | (53,596) | (24,713) |
Cash flows from financing activities | ||
Payments on long-term debt | (6,469) | (8,670) |
Prepayments on term loans | (50,000) | (69,580) |
Payments on capital leases and other long-term debt | (3,491) | (5,067) |
Proceeds from option exercises | 563 | 3,950 |
Proceeds from primary stock offering | 161,862 | |
Tax payments for withholdings on share-based awards exercised or distributed | (1,097) | (3,650) |
Tax effect of stock options exercised, forfeited, or expired | (1,051) | |
Transactions with non-controlling interest | 40 | (551) |
Net cash provided by (used in) financing activities | (60,454) | 77,243 |
Change in cash and cash equivalents related to assets classified as held-for-sale | 1,376 | |
Foreign currency adjustment | 768 | (479) |
Increase (decrease) in cash and cash equivalents | (5,812) | 41,948 |
Cash and cash equivalents: | ||
Beginning of period | 194,069 | 171,486 |
End of period | $ 188,257 | $ 213,434 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 1. Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements of Fairmount Santrol Holdings Inc. and its consolidated subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal, recurring nature) and disclosures necessary for a fair statement of the financial position, results of operations, comprehensive income, and cash flows of the reported interim periods. The condensed consolidated balance sheet as of December 31, 2016 was derived from audited financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for the full year or any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as filed in the 2016 Annual Report on Form 10-K and notes thereto and information included elsewhere in this Quarterly Report on Form 10-Q. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 – Leases Leases In April and May 2016, the FASB issued ASU No. 2016-10 – Revenue from Contracts with Customers – Identifying Performance Obligations and Licensing Revenue Recognition and Derivatives and Hedging – Recession of SEC Guidance Revenue from Contracts with Customers – Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers – Revenue from Contracts with Customers In January 2017, the FASB issued ASU No. 2017-04 – Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment. In March 2017, the FASB issued ASU No. 2017-07 – Compensation – Retirement Benefits (Topic 715) – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In August 2017, the FASB issued ASU No. 2017-12 – Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities |
Inventories, net
Inventories, net | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, net | 2. Inventories, net At September 30, 2017 and December 31, 2016, inventories consisted of the following: September 30, 2017 December 31, 2016 Raw materials $ 8,385 $ 7,465 Work-in-process 15,371 12,681 Finished goods 45,802 33,760 69,558 53,906 Less: LIFO reserve (1,254 ) (1,256 ) Inventories, net $ 68,304 $ 52,650 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment, net | 3. Property, Plant, and Equipment, net At September 30, 2017 and December 31, 2016, property, plant, and equipment consisted of the following: September 30, 2017 December 31, 2016 Land and improvements $ 81,865 $ 86,298 Mineral reserves and mine development 306,074 253,766 Machinery and equipment 589,591 596,962 Buildings and improvements 187,584 161,057 Furniture, fixtures, and other 3,486 3,440 Construction in progress 31,406 6,748 1,200,006 1,108,271 Accumulated depletion and depreciation (432,598 ) (380,536 ) Property, plant, and equipment, net $ 767,408 $ 727,735 Under ASC 360 Property, Plant, and Equipment On July 18, 2017, the Company entered into a 40-year lease agreement for approximately 3,250 acres of sand reserves in Winkler County, Texas. The Company has capitalized the entire $40,000 leasehold interest obligation and related exploratory and transaction costs to mineral reserves and mine development. The initial payment of $20,000 was paid at lease commencement. The remaining $20,000 is payable in two installments of $10,000 each upon the occurrence of certain probable events. The first remaining installment was payable upon the issuance of all federal, state, and local permits, and the final remaining installment is payable upon the earlier of two years from the commencement date of the agreement or the date the Company makes its first sale from this property. Additionally, the Company is obligated for certain royalty payments based on volumes sold. In October 2017, the Company paid an installment of $10,000. The remaining $10,000 is payable when sand begins to be sold from the property, which the Company expects within twelve months of the date of this Report. The capitalized leasehold interest payments will begin to be recognized as expense as production occurs. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 4. Long-Term Debt At September 30, 2017 and December 31, 2016, long-term debt consisted of the following: September 30, 2017 December 31, 2016 Term B-2 Loans 671,596 719,632 Extended Term B-1 Loans 109,760 117,634 Industrial Revenue bond 10,000 10,000 Revolving credit facility and other 72 88 Capital leases, net 8,511 3,634 Deferred financing costs, net (5,432 ) (7,975 ) 794,507 843,013 Less: current portion (11,772 ) (10,707 ) Long-term debt including leases $ 782,735 $ 832,306 On April 28, 2016, the Company entered into an amendment to the 2013 Amended Credit Agreement that extended the maturity of certain of the Term B-1 Loans to July 15, 2018 (the “2016 Extended Term Loans”). The Company made a prepayment of principal of $69,580 and accrued interest of $227 on April 28, 2016 to the lenders consenting to the amendment. On October 17, 2016, the Company repurchased $3,000 of the Extended Term B-1 Loans at 91.5% of par. On November 17, 2016, the Company fully prepaid the $16,766 of the Term B-1 Loans due March 2017 as well as the $69,580 of the 2016 Extended Term Loans. On November 29, 2016, the Company repurchased, at an average of 96.3% of par, a total of $213,000 of term loans, which consisted of $37,867 of the Extended Term B-1 Loans and $175,133 of the Term B-2 Loans. The related net gain on the October and November 2016 debt repurchases was $5,110. On June 27, 2017, the Company prepaid $50,000 of term loans at par, which consisted of $42,979 of the Term B-2 Loans and $7,021 of the Extended Term B-1 Loans and recognized expenses of $389 relating to the write-off of unamortized capitalized debt issuance costs. As of September 30, 2017, the Term B-2 Loans, Extended Term B-1 Loans, and the Revolving Credit Facility had actual interest rates of 4.7%, 4.7%, and 5.2%, respectively. The Revolving Credit Facility termination date is September 6, 2018. As of September 30, 2017, the Company’s leverage ratio was 5.20:1.00 which, under the terms of the Revolving Credit Facility, permitted $84,742 available unused capacity on the Revolving Credit Facility and $15,258 committed to outstanding letters of credit. As of September 30, 2017, the Company had not drawn on the Revolving Credit Facility. The Company has a $10,000 Industrial Revenue Bond outstanding related to the construction of a mining facility in Wisconsin. The bond bears interest, which is payable monthly, at a variable rate. The rate was 0.95% at September 30, 2017. The bond matures on September 1, 2027 and is collateralized by a letter of credit of $10,000. On November 1, 2017 (the “Closing Date”), the Company entered into a new five-year asset-based revolving credit facility (the “ABL Revolver”) with PNC Capital Markets LLC, as administrative agent, which replaced the existing revolving credit facility. The ABL Revolver has a borrowing capacity of up to $125,000 with an option to increase by $50,000 to $175,000. An initial draw upon closing of the ABL Revolver was used to partially refinance existing term debt, pay expenses associated with debt refinancing, and can be later used for funding capital expenditures, and providing ongoing working capital. The ABL Revolver is interest only at a rate derived from LIBOR plus 1.5% to 2.0%, depending on excess availability under the ABL Revolver, or from a Base Rate, which is the higher of the prime rate, the Federal Funds open rate plus 0.5% and the Daily LIBOR Rate plus 1.0%. The interest payments on the ABL Revolver are payable in quarterly installments, with the principal balance due at November 1, 2022. If the Term Loan B (subsequently defined) is still outstanding, then any balance outstanding under the ABL Revolver is due on May 1, 2022. Availability under the ABL Revolver is based upon an available borrowing base, which includes a specified percentage of eligible accounts receivable and inventory and excludes outstanding letters of credit and applicable reserves. In addition to interest charged on the ABL Revolver, the Company is also obligated to pay certain fees, quarterly in arrears, including letter of credit fees and unused facility fees. The ABL Revolver includes financial covenants requiring a minimum fixed charge coverage ratio of 1.1, based on availability thresholds, and is primarily secured by all accounts receivable and inventory, with security interest second to the Term Loan B (subsequently defined) on substantially all other assets of the Company. Additionally on the Closing Date, the Company entered into an agreement with Barclays Capital Inc., as administrative agent, for a $700,000 Senior Secured Term Loan (the “Term Loan B”) to refinance all of its existing Term B-2 Loans and Extended Term B-1 Loans. The Term Loan B was issued with original issue discount at 98.5% of face. The Term Loan B, which has a maturity date of November 1, 2022, requires quarterly interest payments and 2.5% annual principal amortization payments for the first half of the loan period, 5.0% for the second half of the loan period, with the balance payable at the maturity date. Interest accrues at the rate of the three-month LIBOR plus 6.0% with a LIBOR floor of 1.0%. The Term Loan B is secured by a first priority security interest in substantially all assets of the Company and its subsidiaries, except for accounts receivable and inventory, in which it has a second priority security interest. The Company has the option to prepay the Term Loan B. Should the Company choose to refinance the Term Loan B, it would be subject to a 1.02% premium if refinanced at a lower interest rate within one year of the Closing Date or a 1.01% premium if refinanced at a lower interest rate within two years of the Closing Date. There are no financial covenants governing the Term Loan B. The Company anticipates recording a loss on extinguishment of debt in the fourth quarter of 2017, but is unable to make a meaningful estimate of the impact on the Company’s financial statements at the date of filing. |
Accrued Expenses and Deferred R
Accrued Expenses and Deferred Revenue | 9 Months Ended |
Sep. 30, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Deferred Revenue | 5. Accrued Expenses and Deferred Revenue At September 30, 2017 and December 31, 2016, accrued expenses and deferred revenue consisted of the following: September 30, 2017 December 31, 2016 Accrued payroll and fringe benefits $ 11,068 $ 7,018 Accrued bonus 29,280 3,536 Contingent consideration 5,244 2,507 Accrued income taxes 426 421 Accrued real estate taxes 4,401 4,821 Accrued leasehold interest payments 20,000 - Deferred revenue 5,002 75 Other accrued expenses 10,239 7,807 Accrued expenses and deferred revenue $ 85,660 $ 26,185 |
Earnings (Loss) per Share
Earnings (Loss) per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | 6. Earnings (Loss) per Share The table below shows the computation of basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2017 and 2016, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator: Net income (loss) attributable to Fairmount Santrol Holdings Inc. $ 34,944 $ (20,625 ) $ 33,839 $ (120,287 ) Denominator: Basic weighted average shares outstanding 224,082 183,620 223,947 168,904 Dilutive effect of employee stock options, RSUs, and PRSUs 2,318 - 5,357 - Diluted weighted average shares outstanding 226,400 183,620 229,304 168,904 Earnings (loss) per common share – basic $ 0.16 $ (0.11 ) $ 0.15 $ (0.71 ) Earnings (loss) per common share – diluted $ 0.15 $ (0.11 ) $ 0.15 $ (0.71 ) The calculation of diluted weighted average shares outstanding for the three and nine months ended September 30, 2017 excludes 11,066 and 6,389 potential common shares, respectively, because the effect of including these potential common shares would be antidilutive. Potentially dilutive shares of 5,940 and 6,864 were excluded from the calculation of diluted weighted average shares outstanding and diluted earnings per share in the three and nine months ended September 30, 2016, respectively, because the Company was in a loss position in those periods. As a result of ASU No. 2016-09 – Compensation – Stock Compensation As of September 30, 2017, the amount of outstanding options, restricted stock units (“RSUs”), and performance restricted stock units (“PRSUs”) was 13,611, 1,519, and 584, respectively. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 7. 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 notional value of these swap agreements is $420,000, which represents a total of approximately 54% of term debt outstanding at September 30, 2017 and effectively fixes the variable rate in a range of 2.92% to 3.12% for the portion of the debt that is hedged. The interest rate swap agreements terminate on 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 an interest rate swap is terminated prior to maturity, gains or losses in accumulated other comprehensive income (loss) remain deferred and are reclassified into earnings in the periods in which the hedged forecasted transaction affects earnings. The Company formally designates and documents instruments at inception that qualify for hedge accounting of underlying exposures in accordance with GAAP. Both at inception and for each reporting period, the Company assesses whether the financial instruments used in hedging transactions are effective in offsetting changes in cash flows of the related underlying exposure. The following table summarizes the fair values and the respective classification in the Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016: Assets (Liabilities) Interest Rate Swap Agreements Balance Sheet Classification September 30, 2017 December 31, 2016 Designated as cash flow hedges Other long-term liabilities $ (10,140 ) $ (14,488 ) Designated as cash flow hedges Other assets - 39 $ (10,140 ) $ (14,449 ) In order to represent the ineffective portion of interest rate swap agreements designated as hedges, the Company recognized in interest expense the following in the three and nine months ended September 30, 2017 and 2016: Derivatives in Location of Gain (Loss) ASC 815-20 Cash Flow Recognized in Income on Three Months Ended September 30, Nine Months Ended September 30, Hedging Relationships Derivative (Ineffective Portion) 2017 2016 2017 2016 Interest rate swap agreements Interest expense (income) $ 3 $ (153 ) $ (71 ) $ 46 $ 3 $ (153 ) $ (71 ) $ 46 The Company currently expects $5,260 to be reclassified from accumulated other comprehensive income (loss) into interest expense within the next twelve months, although this amount could be impacted by the early termination of an interest rate swap agreement that occurred after period-end, and the refinancing of the Company’s long-term debt, as detailed in Note 4. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. 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 the acquisition of Self-Suspending Proppant LLC (“SSP”) 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 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 carrying 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 fair value of the Extended Term B-1 Loans and the Term B-2 Loans differs from amortized cost 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 following table presents the fair value as of September 30, 2017 and December 31, 2016 for the Company’s long-term debt: Quoted Other in Active Observable Unobservable Markets Inputs Inputs Long-Term Debt Fair Value Measurements (Level 1) (Level 2) (Level 3) Total September 30, 2017 Term B-2 Loans - 666,025 - 666,025 Extended Term B-1 Loans - 107,979 - 107,979 $ - $ 774,004 $ - $ 774,004 December 31, 2016 Term B-2 Loans - 699,683 - 699,683 Extended Term B-1 Loans - 114,308 - 114,308 $ - $ 813,991 $ - $ 813,991 The following table presents the amounts carried at fair value as of September 30, 2017 and December 31, 2016 for the Company’s other financial instruments. Fair value of interest rate swap agreements is based on the present value of the expected future cash flows, considering the risks involved, and using discount rates appropriate for the maturity date. These are determined using Level 2 inputs. Quoted Other in Active Observable Unobservable Markets Inputs Inputs Recurring Fair Value Measurements (Level 1) (Level 2) (Level 3) Total September 30, 2017 Interest rate swap agreements $ - $ (10,140 ) $ - $ (10,140 ) $ - $ (10,140 ) $ - $ (10,140 ) December 31, 2016 Interest rate swap agreements $ - $ (14,449 ) $ - $ (14,449 ) $ - $ (14,449 ) $ - $ (14,449 ) |
Common Stock and Stock-Based Co
Common Stock and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Common Stock and Stock-Based Compensation | 9. Common Stock and Stock-Based Compensation The Company granted options to purchase 464 and 1,740 shares of common stock in the nine months ended September 30, 2017 and 2016, respectively. The average grant date fair value was $9.73 and $2.24 for options issued in the nine months ended September 30, 2017 and 2016, respectively. The Company issued RSUs of 377 and 1,025 in the nine months ended September 30, 2017 and 2016, respectively. The Company issued PRSUs of 142 and 481 in the nine months ended September 30, 2017 and 2016, respectively. Weighted Weighted Performance Weighted Average Exercise Restricted Average Price at Restricted Average Price at Options Price, Options Stock Units RSU Issue Date Stock Units PRSU Issue Date Outstanding at December 31, 2016 13,598 $ 6.45 1,459 $ 5.10 458 $ 2.28 Granted 464 9.73 377 9.83 142 9.87 Exercised (165 ) 3.39 (251 ) 2.62 - - Forfeited (238 ) 7.91 (66 ) 6.20 (16 ) 3.54 Expired (48 ) 15.96 - - - - Outstanding at September 30, 2017 13,611 $ 6.56 1,519 $ 6.64 584 $ 4.10 The Company recorded $7,582 and $7,366 of stock compensation expense related to these options, RSUs, and PRSUs for the nine months ended September 30, 2017 and 2016, respectively. Stock compensation expense in the nine months ended September 30, 2016 included approximately $2,135 related to a modification of the retirement provisions of the Company’s Long Term Incentive Plans. The modification allows retirement-eligible individuals (defined as age 55, plus 10 years of service) to continue to vest in options following retirement and also allows retired participants to exercise options for up to 10 years from grant date. The modification also accelerates vesting and related expense for awards granted to retirement-eligible individuals. Stock compensation expense is included in selling, general, and administrative expenses on the Consolidated Statements of Income (Loss) and in additional paid-in capital on the Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company computes and applies to ordinary income an estimated annual effective tax rate on a quarterly basis based on current and forecasted business levels and activities, including the mix of domestic and foreign results and enacted tax laws. The estimated annual effective tax rate is updated quarterly based on actual results and updated operating forecasts. Ordinary income refers to income (loss) before income tax expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs as a discrete item of tax. For the three months ended September 30, 2017, the Company recorded tax expense of $2,754 on income before income taxes of $37,673 resulting in an effective tax rate of 7.3%, compared to a tax benefit of $20,013 on a loss before income taxes of $40,636 resulting in an effective tax rate of 49.2% for the same period of 2016. The decrease in the effective tax rate is primarily attributable to the impact of a tax benefit from a loss carryback recorded in 2016 and an increase in depletion applied against forecasted results in 2017 as compared to 2016, partially offset by the establishment of a valuation allowance reducing the value of certain foreign deferred tax assets during the three months ended September 30, 2017. The effective rate differs from the U.S. federal statutory rate due primarily to depletion and the valuation allowance against certain U.S. tax attributes. For the nine months ended September 30, 2017, the Company recorded tax expense of $2,126 on income before income taxes of $36,158 resulting in an effective tax rate of 5.9%, compared to a tax benefit of $98,786 on a loss before income taxes of $219,058 resulting in an effective tax rate of 45.1% for the same period of 2016. The decrease in the effective tax rate is primarily attributable to the impact of a tax benefit from a loss carryback recorded in 2016, an increase in depletion applied against forecasted results in 2017, as compared to 2016 and discrete tax benefits related to stock compensation, partially offset by the establishment of a valuation allowance reducing the value of certain foreign deferred tax assets during the nine months ended September 30, 2017. The effective rate differs from the U.S. federal statutory rate due primarily to depletion and the valuation allowance against certain U.S. tax attributes. |
Defined Benefit Plans
Defined Benefit Plans | 9 Months Ended |
Sep. 30, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Benefit Plans | 11. Defined Benefit Plans The Company maintains two defined benefit pension plans, the Wedron pension plan and the Troy Grove pension plan, 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 benefits under the Wedron plan were frozen effective December 31, 2012 and the benefits under the Troy Grove plan were frozen effective December 31, 2016. Net periodic benefit cost recognized for other Company defined benefit pension plans for the three and nine months ended September 30, 2017 and 2016 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Components of net periodic benefit cost Service cost $ - 21 $ - $ 63 Interest cost 89 87 267 261 Expected return on plan assets (127 ) (120 ) (381 ) (360 ) Amortization of prior service cost - - - - Amortization of net actuarial loss 61 66 183 175 Net periodic benefit cost $ 23 $ 54 $ 69 $ 139 The Company contributed $53 and $59 during the nine months ended September 30, 2017 and 2016, respectively. Total expected employer contributions during the year ending December 31, 2017 are $69. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 12. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. at September 30, 2017 and December 31, 2016 were as follows: September 30, 2017 Gross Tax Effect Net Amount Foreign currency translation $ (10,037 ) $ 1,348 $ (8,689 ) Additional pension liability (3,406 ) 1,291 (2,115 ) Unrealized gain (loss) on interest rate hedges (9,269 ) 3,323 (5,946 ) $ (22,712 ) $ 5,962 $ (16,750 ) December 31, 2016 Gross Tax Effect Net Amount Foreign currency translation $ (10,804 ) $ 2,533 $ (8,271 ) Additional pension liability (3,589 ) 1,291 (2,298 ) Unrealized gain (loss) on interest rate hedges (13,146 ) 4,713 (8,433 ) $ (27,539 ) $ 8,537 $ (19,002 ) The following table presents the changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2017: Nine Months Ended September 30, 2017 Unrealized Foreign Additional gain (loss) currency pension on interest translation liability rate hedges Total Beginning balance $ (8,271 ) $ (2,298 ) $ (8,433 ) $ (19,002 ) Other comprehensive income (loss) before reclassifications (418 ) - (829 ) (1,247 ) Amounts reclassified from accumulated other comprehensive income (loss) - 183 3,316 3,499 Ending balance $ (8,689 ) $ (2,115 ) $ (5,946 ) $ (16,750 ) The following table presents the reclassifications out of accumulated other comprehensive income (loss) during the nine months ended September 30, 2017: Amount from accumulated Details about accumulated other other comprehensive Affected line item on comprehensive income (loss) income (loss) the statement of income (loss) Change in fair value of derivative swap agreements Interest rate hedging contracts $ 5,170 Interest expense Tax effect (1,854 ) Tax $ 3,316 Net of tax Amortization of pension obligations Prior service cost $ - Cost of sales Actuarial losses 183 Cost of sales 183 Total before tax Tax effect - Tax expense 183 Net of tax Total reclassifications for the period $ 3,499 Net of tax |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | 13. Commitments and Contingent Liabilities 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 require a combination thereof. As of September 30, 2017, the Company is obligated for an additional $20,000 in future leasehold interest payments for the July 2017 Winkler County, Texas transaction, of which $10,000 was paid in October 2017. Please refer to Note 3 for further detail. The Company has entered into agreements with third party terminal operators whereby certain minimum payments are due regardless of terminal utilization. The Company leases certain machinery, equipment (including railcars), buildings and office space under operating lease arrangements. Total rent expense associated with these leases was $40,625 and $51,130 for the nine months ended September 30, 2017 and 2016, respectively. The Company is subject to a contingent consideration arrangement related to the purchase of 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 the SSP technology for five years commencing on October 1, 2015. The Company entered into an amendment to the SSP purchase 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 SSP technology 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. In the event the Company does not make the final threshold earnout payment, the Company would continue to retain a portion of the ownership interest in the technology, the right to a portion of future profits and would no longer be obligated for future earnout payments. The contingent consideration is accrued and capitalized as part of the cost of the acquired technology from the SSP acquisition at the time a payment is probable and reasonably estimable. Based upon current information, as of September 30, 2017, the Company has capitalized and accrued $7,974, which approximates fair value and represents the estimate of the total remaining aggregate earnout payments the Company now intends to pay through October 1, 2020. Certain subsidiaries are defendants in lawsuits in which the alleged injuries are claimed to be silicosis-related and to have resulted, in whole or in part, from exposure to silica-containing products, allegedly including those sold by certain subsidiaries. In the majority of cases, there are numerous other defendants. In accordance with its insurance obligations, the defense of these actions has been tendered to and the cases are being defended by the subsidiaries’ insurance carriers. Management believes that the Company’s substantial level of existing and available insurance coverage combined with various open indemnities is more than sufficient to cover any exposure to silicosis-related expenses. An estimate of the possible loss, if any, cannot be made at this time. |
Transactions with Related Parti
Transactions with Related Parties | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 14. 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 $103 and $503 in the nine months ended September 30, 2017 and 2016, respectively. The Company pays American Securities LLC (“American Securities”), in accordance with its policy, for Board of Directors’ fees and Company-related expenses, including reimbursement for travel and lodging, market research, and other miscellaneous consulting fees and expenses. Fees and expenses paid to American Securities were $180 and $209 in the nine months ended September 30, 2017 and 2016, respectively. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | 15. 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 gross profit, which does not include any selling, general, and administrative costs or corporate costs. Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Revenues Proppant Solutions $ 249,751 $ 103,140 $ 589,556 $ 302,705 Industrial & Recreational Products 30,299 31,635 96,303 91,777 Total revenues 280,050 134,775 685,859 394,482 Segment gross profit Proppant Solutions 85,101 6,356 166,820 9,419 Industrial & Recreational Products 14,367 13,546 43,569 37,597 Total segment gross profit 99,468 19,902 210,389 47,016 Operating expenses excluded from segment gross profit Selling, general, and administrative 31,105 17,242 79,438 60,560 Depreciation, depletion, and amortization 20,174 17,759 59,462 54,401 Asset impairments - - - 90,654 Restructuring charges - - - 1,155 Other operating expense (income) (1,594 ) 9,362 (2,299 ) 9,266 Interest expense, net 12,110 16,175 37,630 50,043 Other non-operating income - - - (5 ) Income (loss) before provision (benefit) for income taxes $ 37,673 $ (40,636 ) $ 36,158 $ (219,058 ) The Company's three largest customers accounted for 19%, 14%, and 11%, respectively, of consolidated net revenues in the nine months ended September 30, 2017. In the nine months ended September 30, 2016, the Company's two largest customers accounted for 32% and 11%, respectively, of consolidated net revenues. These are customers of the Company’s Proppant Solutions segment. |
Goodwill and Definite-Lived Int
Goodwill and Definite-Lived Intangibles | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Definite-Lived Intangibles | 16. Goodwill and Definite-Lived Intangibles As of September 30, 2017, the balance of Goodwill was $15,301, which represents goodwill related to acquisitions in the Company’s Industrial & Recreational Products segment. As part of Company policy in its normal course of business, the Company performed a review of qualitative factors and concluded that, as of September 30, 2017, there were no events or changes in circumstances that would more likely than not result in an impairment of the carrying value of Goodwill. As of September 30, 2017, the balance of the FTSI supply agreement, net of accumulated amortization, was $31,856. At September 30, 2017, the balance of the SSP intangible asset, net of accumulated amortization, was $63,363. Please refer to Note 13 for additional information. |
Significant Accounting Polici24
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements of Fairmount Santrol Holdings Inc. and its consolidated subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal, recurring nature) and disclosures necessary for a fair statement of the financial position, results of operations, comprehensive income, and cash flows of the reported interim periods. The condensed consolidated balance sheet as of December 31, 2016 was derived from audited financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for the full year or any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as filed in the 2016 Annual Report on Form 10-K and notes thereto and information included elsewhere in this Quarterly Report on Form 10-Q. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 – Leases Leases In April and May 2016, the FASB issued ASU No. 2016-10 – Revenue from Contracts with Customers – Identifying Performance Obligations and Licensing Revenue Recognition and Derivatives and Hedging – Recession of SEC Guidance Revenue from Contracts with Customers – Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers – Revenue from Contracts with Customers In January 2017, the FASB issued ASU No. 2017-04 – Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment. In March 2017, the FASB issued ASU No. 2017-07 – Compensation – Retirement Benefits (Topic 715) – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In August 2017, the FASB issued ASU No. 2017-12 – Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities |
Inventories, net (Tables)
Inventories, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | At September 30, 2017 and December 31, 2016, inventories consisted of the following: September 30, 2017 December 31, 2016 Raw materials $ 8,385 $ 7,465 Work-in-process 15,371 12,681 Finished goods 45,802 33,760 69,558 53,906 Less: LIFO reserve (1,254 ) (1,256 ) Inventories, net $ 68,304 $ 52,650 |
Property, Plant, and Equipmen26
Property, Plant, and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | At September 30, 2017 and December 31, 2016, property, plant, and equipment consisted of the following: September 30, 2017 December 31, 2016 Land and improvements $ 81,865 $ 86,298 Mineral reserves and mine development 306,074 253,766 Machinery and equipment 589,591 596,962 Buildings and improvements 187,584 161,057 Furniture, fixtures, and other 3,486 3,440 Construction in progress 31,406 6,748 1,200,006 1,108,271 Accumulated depletion and depreciation (432,598 ) (380,536 ) Property, plant, and equipment, net $ 767,408 $ 727,735 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | At September 30, 2017 and December 31, 2016, long-term debt consisted of the following: September 30, 2017 December 31, 2016 Term B-2 Loans 671,596 719,632 Extended Term B-1 Loans 109,760 117,634 Industrial Revenue bond 10,000 10,000 Revolving credit facility and other 72 88 Capital leases, net 8,511 3,634 Deferred financing costs, net (5,432 ) (7,975 ) 794,507 843,013 Less: current portion (11,772 ) (10,707 ) Long-term debt including leases $ 782,735 $ 832,306 |
Accrued Expenses and Deferred28
Accrued Expenses and Deferred Revenue (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses and Deferred Revenue | At September 30, 2017 and December 31, 2016, accrued expenses and deferred revenue consisted of the following: September 30, 2017 December 31, 2016 Accrued payroll and fringe benefits $ 11,068 $ 7,018 Accrued bonus 29,280 3,536 Contingent consideration 5,244 2,507 Accrued income taxes 426 421 Accrued real estate taxes 4,401 4,821 Accrued leasehold interest payments 20,000 - Deferred revenue 5,002 75 Other accrued expenses 10,239 7,807 Accrued expenses and deferred revenue $ 85,660 $ 26,185 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings (Loss) per Share | The table below shows the computation of basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2017 and 2016, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator: Net income (loss) attributable to Fairmount Santrol Holdings Inc. $ 34,944 $ (20,625 ) $ 33,839 $ (120,287 ) Denominator: Basic weighted average shares outstanding 224,082 183,620 223,947 168,904 Dilutive effect of employee stock options, RSUs, and PRSUs 2,318 - 5,357 - Diluted weighted average shares outstanding 226,400 183,620 229,304 168,904 Earnings (loss) per common share – basic $ 0.16 $ (0.11 ) $ 0.15 $ (0.71 ) Earnings (loss) per common share – diluted $ 0.15 $ (0.11 ) $ 0.15 $ (0.71 ) |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016: Assets (Liabilities) Interest Rate Swap Agreements Balance Sheet Classification September 30, 2017 December 31, 2016 Designated as cash flow hedges Other long-term liabilities $ (10,140 ) $ (14,488 ) Designated as cash flow hedges Other assets - 39 $ (10,140 ) $ (14,449 ) |
Schedule of Interest Expense Recognized on Derivative | In order to represent the ineffective portion of interest rate swap agreements designated as hedges, the Company recognized in interest expense the following in the three and nine months ended September 30, 2017 and 2016: Derivatives in Location of Gain (Loss) ASC 815-20 Cash Flow Recognized in Income on Three Months Ended September 30, Nine Months Ended September 30, Hedging Relationships Derivative (Ineffective Portion) 2017 2016 2017 2016 Interest rate swap agreements Interest expense (income) $ 3 $ (153 ) $ (71 ) $ 46 $ 3 $ (153 ) $ (71 ) $ 46 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value for Long-term Debt | The following table presents the fair value as of September 30, 2017 and December 31, 2016 for the Company’s long-term debt: Quoted Other in Active Observable Unobservable Markets Inputs Inputs Long-Term Debt Fair Value Measurements (Level 1) (Level 2) (Level 3) Total September 30, 2017 Term B-2 Loans - 666,025 - 666,025 Extended Term B-1 Loans - 107,979 - 107,979 $ - $ 774,004 $ - $ 774,004 December 31, 2016 Term B-2 Loans - 699,683 - 699,683 Extended Term B-1 Loans - 114,308 - 114,308 $ - $ 813,991 $ - $ 813,991 |
Financial Instruments Carried at Fair Value | The following table presents the amounts carried at fair value as of September 30, 2017 and December 31, 2016 for the Company’s other financial instruments. Fair value of interest rate swap agreements is based on the present value of the expected future cash flows, considering the risks involved, and using discount rates appropriate for the maturity date. These are determined using Level 2 inputs. Quoted Other in Active Observable Unobservable Markets Inputs Inputs Recurring Fair Value Measurements (Level 1) (Level 2) (Level 3) Total September 30, 2017 Interest rate swap agreements $ - $ (10,140 ) $ - $ (10,140 ) $ - $ (10,140 ) $ - $ (10,140 ) December 31, 2016 Interest rate swap agreements $ - $ (14,449 ) $ - $ (14,449 ) $ - $ (14,449 ) $ - $ (14,449 ) |
Common Stock and Stock-Based 32
Common Stock and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share Based Compensation Activity of Option and Non-option Instruments | Weighted Weighted Performance Weighted Average Exercise Restricted Average Price at Restricted Average Price at Options Price, Options Stock Units RSU Issue Date Stock Units PRSU Issue Date Outstanding at December 31, 2016 13,598 $ 6.45 1,459 $ 5.10 458 $ 2.28 Granted 464 9.73 377 9.83 142 9.87 Exercised (165 ) 3.39 (251 ) 2.62 - - Forfeited (238 ) 7.91 (66 ) 6.20 (16 ) 3.54 Expired (48 ) 15.96 - - - - Outstanding at September 30, 2017 13,611 $ 6.56 1,519 $ 6.64 584 $ 4.10 |
Defined Benefit Plans (Tables)
Defined Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Net Periodic Benefit Cost [Member] | |
Summary of Defined Benefit Plans | Net periodic benefit cost recognized for other Company defined benefit pension plans for the three and nine months ended September 30, 2017 and 2016 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Components of net periodic benefit cost Service cost $ - 21 $ - $ 63 Interest cost 89 87 267 261 Expected return on plan assets (127 ) (120 ) (381 ) (360 ) Amortization of prior service cost - - - - Amortization of net actuarial loss 61 66 183 175 Net periodic benefit cost $ 23 $ 54 $ 69 $ 139 |
Accumulated Other Comprehensi34
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. at September 30, 2017 and December 31, 2016 were as follows: September 30, 2017 Gross Tax Effect Net Amount Foreign currency translation $ (10,037 ) $ 1,348 $ (8,689 ) Additional pension liability (3,406 ) 1,291 (2,115 ) Unrealized gain (loss) on interest rate hedges (9,269 ) 3,323 (5,946 ) $ (22,712 ) $ 5,962 $ (16,750 ) December 31, 2016 Gross Tax Effect Net Amount Foreign currency translation $ (10,804 ) $ 2,533 $ (8,271 ) Additional pension liability (3,589 ) 1,291 (2,298 ) Unrealized gain (loss) on interest rate hedges (13,146 ) 4,713 (8,433 ) $ (27,539 ) $ 8,537 $ (19,002 ) |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | The following table presents the changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2017: Nine Months Ended September 30, 2017 Unrealized Foreign Additional gain (loss) currency pension on interest translation liability rate hedges Total Beginning balance $ (8,271 ) $ (2,298 ) $ (8,433 ) $ (19,002 ) Other comprehensive income (loss) before reclassifications (418 ) - (829 ) (1,247 ) Amounts reclassified from accumulated other comprehensive income (loss) - 183 3,316 3,499 Ending balance $ (8,689 ) $ (2,115 ) $ (5,946 ) $ (16,750 ) |
Reclassifications out of Accumulated Other Comprehensive Income (Loss) | The following table presents the reclassifications out of accumulated other comprehensive income (loss) during the nine months ended September 30, 2017: Amount from accumulated Details about accumulated other other comprehensive Affected line item on comprehensive income (loss) income (loss) the statement of income (loss) Change in fair value of derivative swap agreements Interest rate hedging contracts $ 5,170 Interest expense Tax effect (1,854 ) Tax $ 3,316 Net of tax Amortization of pension obligations Prior service cost $ - Cost of sales Actuarial losses 183 Cost of sales 183 Total before tax Tax effect - Tax expense 183 Net of tax Total reclassifications for the period $ 3,499 Net of tax |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Summarized Financial Information for Reportable Segments | The chief operating decision maker primarily evaluates an operating segment’s performance based on segment gross profit, which does not include any selling, general, and administrative costs or corporate costs. Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Revenues Proppant Solutions $ 249,751 $ 103,140 $ 589,556 $ 302,705 Industrial & Recreational Products 30,299 31,635 96,303 91,777 Total revenues 280,050 134,775 685,859 394,482 Segment gross profit Proppant Solutions 85,101 6,356 166,820 9,419 Industrial & Recreational Products 14,367 13,546 43,569 37,597 Total segment gross profit 99,468 19,902 210,389 47,016 Operating expenses excluded from segment gross profit Selling, general, and administrative 31,105 17,242 79,438 60,560 Depreciation, depletion, and amortization 20,174 17,759 59,462 54,401 Asset impairments - - - 90,654 Restructuring charges - - - 1,155 Other operating expense (income) (1,594 ) 9,362 (2,299 ) 9,266 Interest expense, net 12,110 16,175 37,630 50,043 Other non-operating income - - - (5 ) Income (loss) before provision (benefit) for income taxes $ 37,673 $ (40,636 ) $ 36,158 $ (219,058 ) |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 8,385 | $ 7,465 |
Work-in-process | 15,371 | 12,681 |
Finished goods | 45,802 | 33,760 |
Inventory gross | 69,558 | 53,906 |
Less: LIFO reserve | (1,254) | (1,256) |
Inventories, net | $ 68,304 | $ 52,650 |
Property, Plant, and Equipmen37
Property, Plant, and Equipment, net - Schedule of Property, Plant, and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 1,200,006 | $ 1,108,271 |
Accumulated depletion and depreciation | (432,598) | (380,536) |
Property, plant, and equipment, net | 767,408 | 727,735 |
Land and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 81,865 | 86,298 |
Mineral Reserves and Mine Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 306,074 | 253,766 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 589,591 | 596,962 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 187,584 | 161,057 |
Furniture, Fixtures and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 3,486 | 3,440 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 31,406 | $ 6,748 |
Property, Plant, and Equipmen38
Property, Plant, and Equipment, net - Additional Information (Detail) | Jul. 18, 2017USD ($)aInstallment | Oct. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Property, Plant and Equipment [Line Items] | ||||
Asset impairments | $ 0 | $ 90,654,000 | ||
Term of lease agreement | 40 years | |||
Area of sand reserves under lease agreement | a | 3,250 | |||
Initial payment made at lease commencement | $ 20,000,000 | |||
Contingent leasehold Interest payments | $ 20,000,000 | $ 20,000,000 | ||
Number of installments the remaining lease hold interest is payable | Installment | 2 | |||
Contingent leasehold interest payments payable in each installment | $ 10,000,000 | |||
Subsequent Event [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Contingent leasehold Interest payments | $ 10,000,000 | |||
Operating lease installment payment | $ 10,000,000 | |||
Mineral Reserves And Mine Development [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Capitalization of leasehold interest obligation and related exploratory and transaction costs | $ 40,000,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Industrial Revenue bond | $ 10,000 | $ 10,000 |
Revolving credit facility and other | 72 | 88 |
Capital leases, net | 8,511 | 3,634 |
Long term debt | 794,507 | 843,013 |
Less: current portion | (11,772) | (10,707) |
Long-term debt including leases | 782,735 | 832,306 |
Term B-2 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Term Loans | 671,596 | 719,632 |
Extended Term B-1 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Term Loans | 109,760 | 117,634 |
Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Deferred financing costs, net | $ (5,432) | $ (7,975) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Nov. 01, 2017 | Jun. 27, 2017 | Nov. 17, 2016 | Apr. 28, 2016 | Nov. 30, 2016 | Sep. 30, 2017 | Oct. 31, 2017 | Nov. 29, 2016 | Oct. 17, 2016 |
Debt Instrument [Line Items] | |||||||||
Prepayment of principal amount | $ 50,000,000 | $ 69,580,000 | |||||||
Prepayment of accrued interest | $ 227,000 | ||||||||
Repurchases of term loans | $ 213,000,000 | ||||||||
Net gain on repurchases of debt | $ 5,110,000 | ||||||||
Write-off of unamortized capitalized debt issuance costs | 389,000 | $ 389,000 | |||||||
Outstanding letters of credit | $ 15,258,000 | ||||||||
Barclays Capital Inc [Member] | Term Loan B [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, frequency of periodic payment | quarterly | ||||||||
Debt instrument, description of variable rate basis | three-month LIBOR plus 6.0% with a LIBOR floor of 1.0% | ||||||||
Debt instrument refinance description | Should the Company choose to refinance the Term Loan B, it would be subject to a 1.02% premium if refinanced at a lower interest rate within one year of the Closing Date or a 1.01% premium if refinanced at a lower interest rate within two years of the Closing Date. | ||||||||
Subsequent Event [Member] | Barclays Capital Inc [Member] | Term Loan B [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument borrowings, maturity date | Nov. 1, 2022 | ||||||||
Debt instrument principal amount | $ 700,000,000 | ||||||||
Debt instrument original issued discount percentage | 98.50% | ||||||||
Percentage of annual amortization payments in principal amount for first half of loan period | 2.50% | ||||||||
Percentage of annual amortization payments in principal amount for second half of loan period | 5.00% | ||||||||
Percentage of premium for refinance within one year of closing date | 1.02% | ||||||||
Percentage of premium for refinance within two years of closing date | 1.01% | ||||||||
LIBOR [Member] | Subsequent Event [Member] | Barclays Capital Inc [Member] | Term Loan B [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Applicable margin on interest rate | 6.00% | ||||||||
Debt instrument floor rate | 1.00% | ||||||||
Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving Credit Facility termination date | Sep. 6, 2018 | ||||||||
Leverage ratio | 520.00% | ||||||||
Available capacity remaining on the revolving credit facility | $ 84,742,000 | ||||||||
Revolving Credit Facility [Member] | Borrowings [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate of borrowings | 5.20% | ||||||||
ABL Revolver [Member] | PNC Capital Markets LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, frequency of periodic payment | quarterly | ||||||||
Debt instrument, maturity date, description | If the Term Loan B (subsequently defined) is still outstanding, then any balance outstanding under the ABL Revolver is due on May 1, 2022. | ||||||||
ABL Revolver [Member] | Subsequent Event [Member] | PNC Capital Markets LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument term | 5 years | ||||||||
Line of credit facility maximum borrowing capacity | $ 125,000,000 | ||||||||
Line of credit facility increasing amount | 50,000,000 | ||||||||
Line of credit facility option to increase maximum borrowing capacity | $ 175,000,000 | ||||||||
Minimum fixed charge coverage ratio | 110.00% | ||||||||
ABL Revolver [Member] | Subsequent Event [Member] | PNC Capital Markets LLC [Member] | If Term Loan B Not Outstanding [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument borrowings, maturity date | Nov. 1, 2022 | ||||||||
ABL Revolver [Member] | Subsequent Event [Member] | PNC Capital Markets LLC [Member] | If Term Loan B Still Outstanding [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument borrowings, maturity date | May 1, 2022 | ||||||||
ABL Revolver [Member] | LIBOR [Member] | Minimum [Member] | Subsequent Event [Member] | PNC Capital Markets LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Applicable margin on interest rate | 1.50% | ||||||||
ABL Revolver [Member] | LIBOR [Member] | Maximum [Member] | Subsequent Event [Member] | PNC Capital Markets LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Applicable margin on interest rate | 2.00% | ||||||||
ABL Revolver [Member] | Federal Funds Open Rate [Member] | Subsequent Event [Member] | PNC Capital Markets LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Applicable margin on interest rate | 0.50% | ||||||||
ABL Revolver [Member] | Daily LIBOR [Member] | Subsequent Event [Member] | PNC Capital Markets LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Applicable margin on interest rate | 1.00% | ||||||||
Extended Term B-1 Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment of principal amount | 7,021,000 | ||||||||
Repurchases of term loans | $ 37,867,000 | $ 3,000,000 | |||||||
Repurchased term loan as percentage of par | 91.50% | ||||||||
Repurchased term loan as average percentage of par | 96.30% | ||||||||
Interest rate of borrowings | 4.70% | ||||||||
Term B-1 Loans [Member] | March 2017 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment of principal amount | $ 16,766,000 | ||||||||
2016 Extended Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment of principal amount | $ 69,580,000 | ||||||||
Term B-2 Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment of principal amount | $ 42,979,000 | ||||||||
Repurchases of term loans | $ 175,133,000 | ||||||||
Repurchased term loan as average percentage of par | 96.30% | ||||||||
Interest rate of borrowings | 4.70% | ||||||||
Industrial Revenue Bond [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 10,000,000 | ||||||||
Applicable margin on interest rate | 0.95% | ||||||||
Letter of credit | $ 10,000,000 | ||||||||
Debt instrument borrowings, maturity date | Sep. 1, 2027 |
Accrued Expenses and Deferred41
Accrued Expenses and Deferred Revenue - Summary of Accrued Expenses and Deferred Revenue (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accrued payroll and fringe benefits | $ 11,068 | $ 7,018 |
Accrued bonus | 29,280 | 3,536 |
Contingent consideration | 5,244 | 2,507 |
Accrued income taxes | 426 | 421 |
Accrued real estate taxes | 4,401 | 4,821 |
Accrued leasehold interest payments | 20,000 | |
Deferred revenue | 5,002 | 75 |
Other accrued expenses | 10,239 | 7,807 |
Accrued expenses and deferred revenue | $ 85,660 | $ 26,185 |
Earnings (Loss) per Share - Com
Earnings (Loss) per Share - Computation of Basic and Diluted Earnings (Loss) per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net income (loss) attributable to Fairmount Santrol Holdings Inc. | $ 34,944 | $ (20,625) | $ 33,839 | $ (120,287) |
Denominator: | ||||
Basic weighted average shares outstanding | 224,082,000 | 183,620,000 | 223,947,000 | 168,904,000 |
Dilutive effect of employee stock options, RSUs, and PRSUs | 2,318,000 | 0 | 5,357,000 | 0 |
Diluted weighted average shares outstanding | 226,400,000 | 183,620,000 | 229,304,000 | 168,904,000 |
Earnings (loss) per common share – basic | $ 0.16 | $ (0.11) | $ 0.15 | $ (0.71) |
Earnings (loss) per common share – diluted | $ 0.15 | $ (0.11) | $ 0.15 | $ (0.71) |
Earnings (Loss) per Share - Add
Earnings (Loss) per Share - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Earnings Per Share Basic [Line Items] | |||||
Securities excluded from computation of earning per share | 11,066 | 5,940 | 6,389 | 6,864 | |
Outstanding options | 13,611 | 13,611 | 13,598 | ||
Restricted Stock Units (RSUs) [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Performance restricted stock units, outstanding | 1,519 | 1,519 | 1,459 | ||
Performance Restricted Stock Units (PRSUs) [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Performance restricted stock units, outstanding | 584 | 584 | 458 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) - Interest Rate Swap Agreements [Member] | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Derivative [Line Items] | |
Notional amount of swap agreements | $ 420,000,000 |
Notional amount as percent of term debt outstanding | 54.00% |
Interest rate swap agreement, terminate date | Sep. 5, 2019 |
Interest Expense [Member] | |
Derivative [Line Items] | |
Reclassification from Accumulated other comprehensive income (loss) | $ 5,260,000 |
Reclassification from accumulated other comprehensive income (loss), estimate of time to transfer | 12 months |
Minimum [Member] | |
Derivative [Line Items] | |
Derivative variable interest rate | 2.92% |
Maximum [Member] | |
Derivative [Line Items] | |
Derivative variable interest rate | 3.12% |
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 | Sep. 30, 2017 | Dec. 31, 2016 |
Derivatives Fair Value [Line Items] | ||
Derivative, fair value | $ (10,140) | $ (14,449) |
Designated as Cash Flow Hedges [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative liabilities | $ (10,140) | (14,488) |
Designated as Cash Flow Hedges [Member] | Other Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative assets | $ 39 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Interest Expense Derivatives (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivatives Fair Value [Line Items] | ||||
Interest expense (income) | $ (12,110) | $ (16,175) | $ (37,630) | $ (50,043) |
Interest Rate Swap Agreements [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Interest expense (income) | 3 | (153) | (71) | 46 |
Interest Rate Swap Agreements [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | Interest Income Expense [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Interest expense (income) | $ 3 | $ (153) | $ (71) | $ 46 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value for Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | $ 774,004 | $ 813,991 |
Term B-2 Loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 666,025 | 699,683 |
Extended Term B-1 Loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 107,979 | 114,308 |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 774,004 | 813,991 |
Other Observable Inputs (Level 2) [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 | 666,025 | 699,683 |
Other Observable Inputs (Level 2) [Member] | Extended Term B-1 Loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | $ 107,979 | $ 114,308 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Carried at Fair Value (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Interest Rate Swap Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | $ (10,140) | $ (14,449) |
Recurring Fair Value Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Net Asset (Liability) | (10,140) | (14,449) |
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 | (10,140) | (14,449) |
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) | (10,140) | (14,449) |
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 | $ (10,140) | $ (14,449) |
Common Stock and Stock Based Co
Common Stock and Stock Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted to purchase | 464 | 1,740 |
Average grant date fair value of options issued | $ 9.73 | $ 2.24 |
Stock compensation expense | $ 7,582 | $ 7,366 |
Stock compensation expense related to modification of retirement provisions | $ 2,135 | |
Modification of retirement provision, description | The modification allows retirement-eligible individuals (defined as age 55, plus 10 years of service) to continue to vest in options following retirement and also allows retired participants to exercise options for up to 10 years from grant date. | |
Retired participants options exercise period from grant date | 10 years | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock units issued | 377 | 1,025 |
Performance Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock units issued | 142 | 481 |
Common Stock and Stock Based 50
Common Stock and Stock Based Compensation - Summary of Share Based Compensation Activity of Option and Non-option Instruments (Detail) - $ / shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, Outstanding Beginning Balance | 13,598 | |
Options, Granted | 464 | 1,740 |
Options, Exercised | (165) | |
Options, Forfeited | (238) | |
Options, Expired | (48) | |
Options, Outstanding Ending Balance | 13,611 | |
Weighted Average Exercise Price, Options, Outstanding Beginning Balance | $ 6.45 | |
Weighted Average Exercise Price, Options, Granted | 9.73 | |
Weighted Average Exercise Price, Options, Exercised | 3.39 | |
Weighted Average Exercise Price, Options, Forfeited | 7.91 | |
Weighted Average Exercise Price, Options, Expired | 15.96 | |
Weighted Average Exercise Price, Options, Outstanding Ending Balance | $ 6.56 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding Beginning Balance | 1,459 | |
Granted | 377 | |
Exercised | (251) | |
Forfeited | (66) | |
Outstanding Ending Balance | 1,519 | |
Weighted Average Price at Issue Date, Outstanding Beginning Balance | $ 5.10 | |
Weighted Average Price at Issue Date, Granted | 9.83 | |
Weighted Average Price at Issue Date, Exercised | 2.62 | |
Weighted Average Price at Issue Date, Forfeited | 6.20 | |
Weighted Average Price at Issue Date, Outstanding Ending Balance | $ 6.64 | |
Performance Restricted Stock Units (PRSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding Beginning Balance | 458 | |
Granted | 142 | |
Forfeited | (16) | |
Outstanding Ending Balance | 584 | |
Weighted Average Price at Issue Date, Outstanding Beginning Balance | $ 2.28 | |
Weighted Average Price at Issue Date, Granted | 9.87 | |
Weighted Average Price at Issue Date, Forfeited | 3.54 | |
Weighted Average Price at Issue Date, Outstanding Ending Balance | $ 4.10 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ 2,754 | $ (20,013) | $ 2,126 | $ (98,786) |
Income (Loss) before income taxes | $ 37,673 | $ (40,636) | $ 36,158 | $ (219,058) |
Effective income tax rate | 7.30% | 49.20% | 5.90% | 45.10% |
Defined Benefit Plans - Additio
Defined Benefit Plans - Additional Information (Detail) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017USD ($)Pension_Plan | Sep. 30, 2016USD ($) | |
Compensation And Retirement Disclosure [Abstract] | ||
Number of defined benefit pension plans | Pension_Plan | 2 | |
Pension and postretirement contributions | $ 53 | $ 59 |
Expected contribution for pension plan remaining fiscal year | $ 69 |
Defined Benefit Plans - Summary
Defined Benefit Plans - Summary of Defined Benefit Plans (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Compensation And Retirement Disclosure [Abstract] | ||||
Service cost | $ 21 | $ 63 | ||
Interest cost | $ 89 | 87 | $ 267 | 261 |
Expected return on plan assets | (127) | (120) | (381) | (360) |
Amortization of net actuarial loss | 61 | 66 | 183 | 175 |
Net periodic benefit cost | $ 23 | $ 54 | $ 69 | $ 139 |
Accumulated Other Comprehensi54
Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | $ (22,712) | $ (27,539) |
Accumulated other comprehensive income (loss), Tax Effect | 5,962 | 8,537 |
Accumulated other comprehensive income (loss) | (16,750) | (19,002) |
Foreign Currency Translation [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | (10,037) | (10,804) |
Accumulated other comprehensive income (loss), Tax Effect | 1,348 | 2,533 |
Accumulated other comprehensive income (loss) | (8,689) | (8,271) |
Additional Pension Liability [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | (3,406) | (3,589) |
Accumulated other comprehensive income (loss), Tax Effect | 1,291 | 1,291 |
Accumulated other comprehensive income (loss) | (2,115) | (2,298) |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | (9,269) | (13,146) |
Accumulated other comprehensive income (loss), Tax Effect | 3,323 | 4,713 |
Accumulated other comprehensive income (loss) | $ (5,946) | $ (8,433) |
Accumulated Other Comprehensi55
Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income (Loss) by Component (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | $ 251,120 |
Other comprehensive income (loss) before reclassifications | (1,247) |
Amounts reclassified from accumulated other comprehensive income (loss) | 3,499 |
Ending balances | 295,856 |
Accumulated Other Comprehensive Income (Loss) [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (19,002) |
Ending balances | (16,750) |
Foreign Currency Translation [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (8,271) |
Other comprehensive income (loss) before reclassifications | (418) |
Ending balances | (8,689) |
Additional Pension Liability [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (2,298) |
Amounts reclassified from accumulated other comprehensive income (loss) | 183 |
Ending balances | (2,115) |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (8,433) |
Other comprehensive income (loss) before reclassifications | (829) |
Amounts reclassified from accumulated other comprehensive income (loss) | 3,316 |
Ending balances | $ (5,946) |
Accumulated Other Comprehensi56
Accumulated Other Comprehensive Income (Loss) - Reclassifications out of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | $ 12,110 | $ 16,175 | $ 37,630 | $ 50,043 |
Income (loss) before provision (benefit) for income taxes | 37,673 | (40,636) | 36,158 | (219,058) |
Tax expense (benefit) | 2,754 | (20,013) | 2,126 | (98,786) |
Net income (loss) | 34,919 | (20,623) | 34,032 | (120,272) |
Cost of sales | $ 180,582 | $ 114,873 | 475,470 | $ 347,466 |
Reclassification Out of Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net income (loss) | 3,499 | |||
Reclassification Out of Accumulated Other Comprehensive Income (Loss) [Member] | Unrealized Gain (Loss) on Interest Rate Hedges [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | 5,170 | |||
Tax expense (benefit) | (1,854) | |||
Net income (loss) | 3,316 | |||
Reclassification Out of Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Defined Benefit Plans Adjustment, Net Unamortized Gain (Loss) [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Cost of sales | 183 | |||
Reclassification Out of Accumulated Other Comprehensive Income (Loss) [Member] | Additional Pension Liability [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Income (loss) before provision (benefit) for income taxes | 183 | |||
Net income (loss) | $ 183 |
Commitments and Contingent Li57
Commitments and Contingent Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 17, 2015 | Oct. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 18, 2017 |
Commitments and Contingencies [Line Items] | |||||
Contingent leasehold Interest payments | $ 20,000 | $ 20,000 | |||
Rent expense for lease | $ 40,625 | $ 51,130 | |||
Self-Suspending Proppant LLC [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Commitment period of sales | 5 years | ||||
Commitment commencing date | Oct. 1, 2015 | ||||
Aggregate earnout payment from the two-year period ending October 1, 2017 until the three-year period ending October 1, 2018 | $ 45,000 | ||||
Aggregate earnout payment during the two-year period ending October 1, 2017 | $ 15,000 | ||||
Security interest percentage of equity in contingent consideration | 51.00% | ||||
Contingent consideration | $ 195,000 | ||||
Capitalized and accrued estimate fair value of total remaining aggregate earnout payments | $ 7,974 | ||||
Subsequent Event [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Contingent leasehold Interest payments | $ 10,000 | ||||
Operating lease installment payment | $ 10,000 |
Transactions with Related Par58
Transactions with Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Affiliated Entity [Member] | ||
Related Party Transaction [Line Items] | ||
Purchases from an affiliated entity | $ 103 | $ 503 |
American Securities [Member] | ||
Related Party Transaction [Line Items] | ||
Management fees and expense payment | $ 180 | $ 209 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 9 Months Ended | |
Sep. 30, 2017SegmentCustomer | Sep. 30, 2016Customer | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 2 | |
Number of customers | Customer | 3 | 2 |
Customer Concentration Risk [Member] | Net Revenues [Member] | Customer One [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated net revenues | 19.00% | 32.00% |
Customer Concentration Risk [Member] | Net Revenues [Member] | Customer Two [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated net revenues | 14.00% | 11.00% |
Customer Concentration Risk [Member] | Net Revenues [Member] | Customer Three [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated net revenues | 11.00% |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information for Reportable Segments (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Revenues | $ 280,050,000 | $ 134,775,000 | $ 685,859,000 | $ 394,482,000 |
Segment gross profit | ||||
Segment gross profit | 99,468,000 | 19,902,000 | 210,389,000 | 47,016,000 |
Operating expenses excluded from segment gross profit | ||||
Selling, general, and administrative | 31,105,000 | 17,242,000 | 79,438,000 | 60,560,000 |
Depreciation, depletion, and amortization | 20,174,000 | 17,759,000 | 59,462,000 | 54,401,000 |
Asset impairments | 0 | 90,654,000 | ||
Restructuring charges | 1,155,000 | |||
Other operating expense (income) | (1,594,000) | 9,362,000 | (2,299,000) | 9,266,000 |
Interest expense, net | 12,110,000 | 16,175,000 | 37,630,000 | 50,043,000 |
Other non-operating income | (5,000) | |||
Income (loss) before provision (benefit) for income taxes | 37,673,000 | (40,636,000) | 36,158,000 | (219,058,000) |
Proppant Solutions [Member] | ||||
Revenues | ||||
Revenues | 249,751,000 | 103,140,000 | 589,556,000 | 302,705,000 |
Segment gross profit | ||||
Segment gross profit | 85,101,000 | 6,356,000 | 166,820,000 | 9,419,000 |
Industrial & Recreational Products [Member] | ||||
Revenues | ||||
Revenues | 30,299,000 | 31,635,000 | 96,303,000 | 91,777,000 |
Segment gross profit | ||||
Segment gross profit | $ 14,367,000 | $ 13,546,000 | $ 43,569,000 | $ 37,597,000 |
Goodwill and Definite-Lived I61
Goodwill and Definite-Lived Intangibles - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | ||
Goodwill | $ 15,301 | $ 15,301 |
FTSI Supply Agreement [Member] | ||
Goodwill [Line Items] | ||
Intangible asset, net of accumulated amortization | 31,856 | |
SSP Technology [Member] | ||
Goodwill [Line Items] | ||
Intangible asset, net of accumulated amortization | 63,363 | |
Industrial & Recreational Products [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 15,301 |