Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 09, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FMSA | ||
Entity Registrant Name | Fairmount Santrol Holdings Inc. | ||
Entity Central Index Key | 1,010,858 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 224,630,307 | ||
Entity Public Float | $ 580,770,641 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenues | $ 959,795 | $ 535,013 | $ 828,709 |
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) | 659,758 | 459,714 | 608,845 |
Operating expenses | |||
Selling, general and administrative expenses | 113,240 | 79,140 | 85,191 |
Depreciation, depletion and amortization expense | 79,144 | 72,276 | 66,754 |
Goodwill and other asset impairments | 93,148 | 87,476 | |
Restructuring charges | 1,155 | 9,221 | |
Other operating (income) expense | (1,072) | 8,899 | 1,357 |
Income (loss) from operations | 108,725 | (179,319) | (30,135) |
Interest expense | 56,408 | 65,367 | 62,242 |
Loss (gain) on debt extinguishment and repurchase, net | 2,898 | (5,110) | |
Other non-operating (income) expense | (10) | 1,492 | |
Income (loss) before benefit from income taxes | 49,419 | (239,566) | (93,869) |
Benefit from income taxes | (4,666) | (99,441) | (1,939) |
Net income (loss) | 54,085 | (140,125) | (91,930) |
Less: Net income attributable to the non-controlling interest | 297 | 67 | 205 |
Net income (loss) attributable to Fairmount Santrol Holdings Inc. | $ 53,788 | $ (140,192) | $ (92,135) |
Earnings (loss) per share | |||
Basic | $ 0.24 | $ (0.78) | $ (0.57) |
Diluted | $ 0.23 | $ (0.78) | $ (0.57) |
Weighted average number of shares outstanding | |||
Basic | 223,993 | 179,429 | 161,297 |
Diluted | 229,084 | 179,429 | 161,297 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ 54,085 | $ (140,125) | $ (91,930) |
Other comprehensive income (loss), before tax | |||
Foreign currency translation adjustment | 555 | (774) | (5,051) |
Pension obligations | 336 | 425 | 222 |
Change in fair value of derivative agreements | 5,863 | (3,018) | (1,836) |
Total other comprehensive income (loss), before tax | 6,754 | (3,367) | (6,665) |
Provision (benefit) for income taxes related to items of other comprehensive income (loss) | 2,850 | (2,058) | (1,780) |
Comprehensive income (loss), net of tax | 57,989 | (141,434) | (96,815) |
Comprehensive income attributable to the non-controlling interest | 297 | 67 | 205 |
Comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. | $ 57,692 | $ (141,501) | $ (97,020) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 127,967 | $ 194,069 |
Accounts receivable, net of allowance for doubtful accounts of $2,003 and $3,055 at December 31, 2017 and 2016, respectively | 156,916 | 78,942 |
Inventories, net | 70,528 | 52,650 |
Prepaid expenses and other assets | 6,841 | 7,065 |
Refundable income taxes | 924 | 21,077 |
Total current assets | 363,176 | 353,803 |
Property, plant and equipment, net | 785,513 | 727,735 |
Deferred income taxes | 350 | 1,244 |
Goodwill | 15,301 | 15,301 |
Intangibles, net | 93,268 | 95,341 |
Other assets | 7,711 | 9,486 |
Total assets | 1,265,319 | 1,202,910 |
Current liabilities | ||
Current portion of long-term debt | 19,189 | 10,707 |
Accounts payable | 70,633 | 37,263 |
Accrued expenses | 74,007 | 26,110 |
Deferred revenue | 5,660 | 75 |
Total current liabilities | 169,489 | 74,155 |
Long-term debt | 729,741 | 832,306 |
Deferred income taxes | 3,606 | 7,057 |
Other long-term liabilities | 42,189 | 38,272 |
Total liabilities | 945,025 | 951,790 |
Commitments and contingent liabilities (Note 17) | ||
Equity | ||
Preferred stock: $0.01 par value, 100,000 authorized shares Shares outstanding: 0 at December 31, 2017 and 2016 | ||
Common stock: $0.01 par value, 1,850,000 authorized shares Shares issued: 242,366 and 242,267 at December 31, 2017 and 2016, respectively Shares outstanding: 224,291 and 223,601 at December 31, 2017 and 2016, respectively | 2,423 | 2,422 |
Additional paid-in capital | 299,912 | 297,649 |
Retained earnings | 318,207 | 264,852 |
Accumulated other comprehensive loss | (15,098) | (19,002) |
Total equity attributable to Fairmount Santrol Holdings Inc. before treasury stock | 605,444 | 545,921 |
Less: Treasury stock at cost Shares in treasury: 18,075 and 18,666 at December 31, 2017 and 2016, respectively | (285,520) | (294,874) |
Total equity attributable to Fairmount Santrol Holdings Inc. | 319,924 | 251,047 |
Non-controlling interest | 370 | 73 |
Total equity | 320,294 | 251,120 |
Total liabilities and equity | $ 1,265,319 | $ 1,202,910 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,003 | $ 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 issued | 242,366,000 | 242,267,000 |
Common stock, shares outstanding | 224,291,000 | 223,601,000 |
Shares in treasury | 18,075,000 | 18,666,000 |
Consolidated Statements of Equi
Consolidated Statements of Equity - 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, 2014 | $ 33,474 | $ 2,387 | $ 771,888 | $ 497,179 | $ (12,809) | $ (1,227,663) | $ 30,982 | $ 2,492 |
Beginning balances, shares at Dec. 31, 2014 | 160,913 | 77,765 | ||||||
Share-based awards exercised or distributed | 1,767 | $ 4 | 1,763 | 1,767 | ||||
Share-based awards exercised or distributed, shares | 520 | |||||||
Stock compensation expense | 4,525 | 4,525 | 4,525 | |||||
Tax effect of share-based awards exercised, forfeited, or expired | (1,471) | (1,471) | (1,471) | |||||
Transactions with non-controlling interest | (1,849) | (1,849) | ||||||
Net (loss) income | (91,930) | (92,135) | (92,135) | 205 | ||||
Other comprehensive income (loss) | (4,884) | (4,884) | (4,884) | |||||
Ending balances at Dec. 31, 2015 | (60,368) | $ 2,391 | 776,705 | 405,044 | (17,693) | $ (1,227,663) | (61,216) | 848 |
Ending balances, shares at Dec. 31, 2015 | 161,433 | 77,765 | ||||||
Re-issuance of treasury stock | 439,556 | (493,233) | $ 932,789 | 439,556 | ||||
Re-issuance of treasury stock, shares | 59,000 | (59,000) | ||||||
Share-based awards exercised or distributed | 6,438 | $ 31 | 6,407 | 6,438 | ||||
Share-based awards exercised or distributed, shares | 3,168 | (99) | ||||||
Stock compensation expense | 8,870 | 8,870 | 8,870 | |||||
Tax effect of share-based awards exercised, forfeited, or expired | (1,100) | (1,100) | (1,100) | |||||
Transactions with non-controlling interest | (842) | (842) | ||||||
Net (loss) income | (140,125) | (140,192) | (140,192) | 67 | ||||
Other comprehensive income (loss) | (1,309) | (1,309) | (1,309) | |||||
Ending balances at Dec. 31, 2016 | 251,120 | $ 2,422 | 297,649 | 264,852 | (19,002) | $ (294,874) | 251,047 | 73 |
Ending balances, shares at Dec. 31, 2016 | 223,601 | 18,666 | ||||||
Re-issuance of treasury stock | 9,354 | $ 9,354 | 9,354 | |||||
Re-issuance of treasury stock, shares | 591 | (591) | ||||||
Share-based awards exercised or distributed | (8,506) | $ 1 | (8,507) | (8,506) | ||||
Share-based awards exercised or distributed, shares | 99 | |||||||
Stock compensation expense | 10,770 | 10,770 | 10,770 | |||||
Impact of adoption of ASU 2016-09, net of tax | ASU 2016-09 [Member] | (433) | (433) | (433) | |||||
Net (loss) income | 54,085 | 53,788 | 53,788 | 297 | ||||
Other comprehensive income (loss) | 3,904 | 3,904 | 3,904 | |||||
Ending balances at Dec. 31, 2017 | $ 320,294 | $ 2,423 | $ 299,912 | $ 318,207 | $ (15,098) | $ (285,520) | $ 319,924 | $ 370 |
Ending balances, shares at Dec. 31, 2017 | 224,291 | 18,075 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Cash Flows [Abstract] | |||
Net income (loss) | $ 54,085 | $ (140,125) | $ (91,930) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and depletion | 71,397 | 67,614 | 62,218 |
Amortization | 12,784 | 11,641 | 11,416 |
Reserve for doubtful accounts | (387) | 1,851 | 1,968 |
Write-off of deferred financing costs | 389 | 2,618 | 864 |
Loss (gain) on debt extinguishment and repurchase, gross | 2,898 | (8,178) | |
Goodwill and other asset impairments | 93,148 | 76,038 | |
Non-cash restructuring charges | 1,162 | ||
Inventory write-downs and reserves | 1,266 | 10,302 | 1,591 |
Loss on disposal of fixed assets | 846 | 420 | 8,712 |
Unrealized loss on interest rate swaps | 14 | 49 | |
Deferred income taxes and taxes payable | (5,634) | (82,732) | 20,983 |
Stock compensation expense | 10,071 | 8,870 | 4,525 |
Change in operating assets and liabilities: | |||
Accounts receivable | (77,587) | (4,385) | 127,718 |
Inventories | (19,144) | 7,543 | 59,527 |
Prepaid expenses and other assets | (2,398) | 11,496 | 23,234 |
Refundable income taxes | 20,154 | 5,428 | (26,506) |
Accounts payable | 18,575 | 4,196 | (38,698) |
Accrued expenses | 51,874 | 11,718 | (6,051) |
Deferred revenue | 5,585 | 75 | |
Net cash provided by operating activities | 144,788 | 1,500 | 236,820 |
Cash flows from investing activities | |||
Proceeds from sale of fixed assets | 4,939 | 5,670 | |
Capital expenditures and stripping costs | (69,573) | (30,597) | (113,750) |
Leasehold interest payments for sand reserves | (30,000) | ||
Earnout payments | (4,170) | (1,287) | |
Other investing activities | (250) | ||
Net cash used in investing activities | (98,804) | (26,214) | (114,000) |
Cash flows from financing activities | |||
Proceeds from borrowings on term loan | 689,500 | ||
Payments on term loans | (6,469) | (10,840) | (13,532) |
Prepayments on term loans | (832,655) | (155,926) | |
Repurchase of term loans | (216,000) | ||
Fees for debt restructure and repurchase of term loans | (2,790) | (450) | |
Payments on capital leases and other long-term debt | (4,752) | (5,947) | (6,975) |
Proceeds from borrowing on revolving credit facility | 50,000 | ||
Payments on revolving credit facility | (5,000) | ||
Proceeds from option exercises | 845 | 6,438 | 1,767 |
Proceeds from primary stock offering | 439,556 | ||
Tax payments for withholdings on share-based awards exercised or distributed | (1,321) | (8,092) | (826) |
Tax effect of share-based awards exercised, forfeited, or expired | (1,100) | (1,472) | |
Transactions with non-controlling interest | (842) | (301) | |
Other financing activities | (4,578) | ||
Net cash (used in) provided by financing activities | (112,642) | 46,797 | (25,917) |
Change in cash and cash equivalents related to assets classified as held-for-sale | 1,376 | (1,376) | |
Foreign currency adjustment | 556 | (876) | (964) |
(Decrease) increase in cash and cash equivalents | (66,102) | 22,583 | 94,563 |
Cash and cash equivalents: | |||
Beginning of period | 194,069 | 171,486 | 76,923 |
End of period | 127,967 | 194,069 | 171,486 |
Supplemental disclosure of cash flow information: | |||
Interest paid, net of capitalized interest | 59,498 | 60,833 | 61,395 |
Income taxes paid (refunded) | (19,278) | $ (21,311) | (19,898) |
Non-cash investing activities: | |||
Equipment purchased under capital leases | $ 10,988 | $ 4,552 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Fairmount Santrol Holdings Inc. and its consolidated subsidiaries (collectively, the “Company”) is a supplier of proppants and sand products. The Company is organized into two segments: Proppant Solutions and Industrial & Recreational Products. This segmentation is based on the end markets served, management structure, and the financial information that is reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance. The Proppant Solutions business serves the oil and gas markets in the United States, Canada, Argentina, Mexico, China, and northern Europe, providing raw and value-added proppants primarily for use in hydraulic fracturing. The raw sand and substrate for value-added proppants generally consists of high-purity silica sands produced at facilities in Illinois, Minnesota, Wisconsin, and Texas. The Industrial & Recreational Products (“I&R”) business provides raw and value-added products to the foundry, building products, glass, turf and landscape, and filtration industries. Raw sand for the I&R business is produced at facilities in Ohio, Wisconsin, and Illinois. In addition to its wholly-owned subsidiaries, the Company owns 90% of a holding company, Technimat LLC, which owns 70% of Santrol (Yixing) Proppant Co., a manufacturer of resin-based proppants located in China. The non-controlling interests in both entities are presented as “non-controlling interest” on the balance sheet. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principle of Consolidation The consolidated financial statements include the accounts of Fairmount Santrol Holdings Inc. and its wholly-owned and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“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. Revenue Recognition Revenue is recognized when delivery of products has occurred, the selling price is fixed or determinable, collectability is reasonably assured and title and risk of loss have transferred to the customer. This generally occurs when products leave a distribution terminal or, in the case of direct shipments, when products leave a production facility. In a majority of cases, transportation costs to move product from a production facility to a storage terminal are borne by the Company and capitalized into the cost of inventory. These costs are included in the cost of sales as the product is sold. The Company derives its revenue primarily by mining and processing minerals that its customers purchase for various uses. Its net sales are primarily a function of the price per ton realized and the volumes sold. In a number of instances, its net sales also include a separate charge for transportation services it provides to its customers. In the Proppant Solutions segment, the Company primarily sells its products under market rate contracts with terms typically ranging from one to eight years. The Company invoices the majority of its customers on a per shipment basis when the customer takes possession of the product. Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. At various times, the Company maintains funds on deposit at its banks in excess of FDIC insurance limits. Accounts Receivable Trade accounts receivable are stated at the amount management expects to collect, and do not bear interest. Management provides for uncollectible amounts based on its assessment of the current status of individual accounts. Accounts receivable are net of allowance for doubtful accounts of $2,003 and $3,055 as of December 31, 2017 and 2016, respectively. Inventories Inventories are stated at the lower of cost or market. Certain subsidiaries determine cost using the last-in, first-out (LIFO) method. If the first-in, first-out (FIFO) method of inventory accounting had been used, inventories would have been higher by $634 and $1,256 at December 31, 2017 and 2016, respectively. LIFO inventories comprise 22% and 21% of inventories reflected in the accompanying Consolidated Balance Sheets as of December 31, 2017 and 2016, respectively. The cost of inventories of all other subsidiaries is determined using the FIFO method. In the years ended December 31, 2017 and 2016, respectively, the Company recorded $1,266, $10,302 and $1,591 of adjustments to increase the inventory reserve to recognize the decline in value of work-in-process and finished goods inventory, which are recorded in cost of goods sold. Property, Plant, and Equipment Property, plant, and equipment are stated at cost. Expenditures, including interest, for property, plant, and equipment and items that substantially increase the useful lives of existing assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation on property, plant, and equipment is computed on a straight-line basis over the estimated useful lives of the related assets. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. Depletion expense calculated for depletable land and mineral rights is based on cost multiplied by a depletion factor. The depletion factor varies based on production and other factors, but is generally equal to annual tons mined divided by total estimated remaining reserves for the mine. The estimated useful lives of property and equipment are principally as follows: Land improvements 3-40 years Leasehold improvements 10-20 years Machinery and equipment 2-30 years Buildings and improvements 10-40 years Furniture, fixtures, and other 3-10 years Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Construction in progress at December 31, 2017 and 2016 represents machinery and facilities under installation. The Company capitalizes interest cost incurred on funds used to construct property, plant, and equipment. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life. Interest cost capitalized was $1,063, $1,380, and $4,903 in 2017, 2016, and 2015, respectively. Depreciation and depletion expense was $71,397, $67,614, and $62,218 in the years ended December 31, 2017, 2016, and 2015, respectively. The net book value of long-lived assets and intangible assets are reviewed when circumstances indicate the recoverability of the asset may be impaired. This review is to determine if facts and circumstances suggest that the asset groups or individual assets within the asset groups may be impaired. If these facts and circumstances and the undiscounted cash flows indicate that the carrying amount of the asset group or individual asset may not be recoverable, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset group or individual asset. The facts and circumstances considered by management in performing this assessment include a review of current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. Refer to Note 5 for additional information. Deferred Revenue The Company enters into certain contracts with customers that include provisions requiring receipt of payment at the inception of the contract. Deferred revenues are recorded when payment is received or due in advance of delivery of the product. The balance of deferred revenue at December 31, 2017 and 2016 was $5,660 and $75, respectively. Deferred Financing Costs Deferred financing costs are amortized over the terms of the related debt obligations. Deferred financing costs associated with terms loans are included in long-term debt and deferred financing costs associated with the revolving credit facility are included in other assets. In connection with certain long-term debt transactions in 2017, 2016 and 2015, the Company wrote off financing costs in the amount of $7,665, $2,618 and $864 respectively. Refer to Note 8 for additional information. The following table presents deferred financing costs as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Deferred financing costs $ 39,782 $ 39,924 Accumulated amortization (33,207 ) (29,530 ) Deferred financing costs, net $ 6,575 $ 10,394 Goodwill Goodwill is tested annually for impairment at the reporting segment level, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The impairment testing is first subject to a qualitative assessment which includes a review of macroeconomic conditions, industry and market environments, overall performance of the reporting segment and specific events or changes. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the an impairment loss is recorded for the amount by which the carrying amount (including goodwill) exceeds the reporting segment’s fair values, but not to exceed the total amount of the goodwill allocated to the reporting segment. Refer to Note 7 for additional information. Earnings per Share Basic and diluted earnings per share is presented for net income (loss) attributable to Fairmount Santrol Holdings Inc. Basic earnings per share is computed by dividing income (loss) available to Fairmount Santrol Holdings Inc. common stockholders by the weighted-average number of outstanding common shares for the period. Diluted earnings per share is computed by increasing the weighted-average number of outstanding common shares to include the additional common shares that would be outstanding after exercise of outstanding stock options and restricted stock units. Potential common shares in the diluted earnings per share calculation are excluded to the extent that they would be anti-dilutive. Derivatives and Hedging Activities Due to its variable-rate indebtedness, the Company is exposed to fluctuations in interest rates. The Company uses interest rate swaps to manage this exposure. These derivative instruments are recorded on the balance sheet at their fair values. Changes in the fair value of derivatives are recorded each period in current earnings or in other comprehensive income, depending on whether a derivative is designated as part of a hedging relationship and, if it is, depending on the type of hedging relationship. For cash flow hedges in which the Company is hedging the variability of cash flows related to a variable-rate liability, the effective portion of the gain or loss on the derivative instrument is reported in other comprehensive income in the periods during which earnings are impacted by the variability of the cash flows of the hedged item. The ineffective portion of all hedges is recognized in current period earnings. As interest expense is accrued on the debt obligation, amounts in accumulated other comprehensive income (loss) related to the interest rate swaps are reclassified into income to obtain a net cost on the debt obligation equal to the effective yield of the fixed rate of each swap. In the event that an interest rate swap is terminated prior to maturity or no longer qualifies for hedge accounting, gains or losses in accumulated other comprehensive income (loss) remain deferred and are reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings. The Company formally designates and documents instruments at inception that qualify for hedge accounting of underlying exposures in accordance with GAAP. Both at inception and for each reporting period, the Company assesses whether the financial instruments used in hedging transactions are effective in offsetting changes in cash flows of the related underlying exposure. Foreign Currency Translation Assets and liabilities of all foreign operations are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are reflected as accumulated other comprehensive income (loss) in equity. Concentration of Labor Approximately 16% of the Company’s domestic labor force is covered under two union agreements. These agreements were successfully renegotiated during 2016 and expire in 2019. Concentration of Credit Risk At December 31, 2017, the Company had two customers whose receivable balances exceed 10% of total receivables. Approximately 30% and 12% of the accounts receivable balance were from these two customers, respectively. At December 31, 2016, the Company had two customers whose receivable balances exceed 10% of total receivables. Approximately 34% and 11% of the accounts receivable balance were from these two customers, respectively. Income Taxes The Company uses the asset and liability method to account for deferred income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax bases. Management reviews the Company’s deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established if management believes it is more likely than not that some portion of the deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change. The Company recognizes a tax benefit associated with an uncertain tax position when the tax position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties accrued related to unrecognized tax uncertainties in income tax expense. Asset Retirement Obligation The Company estimates the future cost of dismantling, restoring, and reclaiming operating excavation sites and related facilities in accordance with federal, state, and local regulatory requirements. The Company records the future obligation of reclamation costs, which the Company has determined is not materially different than the present value, as an asset retirement obligation and increases the carrying amount of the related asset by a corresponding amount. The related assets and liability are adjusted for changes resulting from the amount of the original obligation estimate. If the asset retirement obligation is settled for more or less than the carrying amount of the liability, a loss or gain will be recognized, respectively. Research and Development (“R&D”) The Company’s research and development expenses consist of personnel and other direct and indirect costs for internally-funded project development. Total expenses for R&D for the years ended December 31, 2017, 2016, and 2015 were $5,302, $3,703, and $5,036, respectively, and are recorded in selling, general and administrative expenses in the Consolidated Statements of Income (Loss). Total R&D expenditures represented 0.55%, 0.69%, and 0.61% of revenues in 2017, 2016, and 2015, respectively. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) is a separate line within equity that reports the Company’s cumulative income that has not been reported as part of net income. Items that are included in this line are the income or loss from foreign currency translation, actuarial gains and losses and prior service cost related to pension liabilities, and unrealized gains and losses on certain investments or hedges, net of taxes. The components of accumulated other comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. at December 31, 2017 and 2016 were as follows: December 31, 2017 Gross Tax Effect Net Amount Foreign currency translation $ (10,249 ) $ 1,849 $ (8,400 ) Additional pension liability (3,253 ) 1,220 (2,033 ) Unrealized gain (loss) on interest rate hedges (7,283 ) 2,618 (4,665 ) $ (20,785 ) $ 5,687 $ (15,098 ) 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 by component for the year ended December 31, 2017: Year Ended December 31, 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 (129 ) 21 (506 ) (614 ) Amounts reclassified from accumulated other comprehensive income (loss) - 244 4,274 4,518 Ending balance $ (8,400 ) $ (2,033 ) $ (4,665 ) $ (15,098 ) The following table presents the reclassifications out of accumulated other comprehensive income during the year ended December 31, 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 $ 6,656 Interest expense Tax effect (2,382 ) Tax $ 4,274 Net of tax Amortization of pension obligations Actuarial losses $ 244 Cost of sales Total reclassifications for the period $ 4,518 Net of tax |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” or the “Standard”) No. 2016-09 – Compensation – Stock Compensation (Topic 718), In January 2017, the FASB issued ASU No. 2017-04 – Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU – Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU No. 2016-02 – Leases (ASC 842), In March 2017, the FASB issued ASU 2017-07 – Compensation – Retirement Benefits (Topic 715) – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . The ASU requires that an employer report the service cost component in the same line item in the income statement as other compensation costs arising from services rendered by the pertinent employees during the period. The Standard also requires only the service cost component to be eligible for capitalization when applicable. The ASU is effective for annual reporting periods beginning after December 15, 2017 including interim periods within those annual periods with early adoption permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and disclosures. In May 2017, the FASB issued ASU 2017-09 – Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting • The award’s fair value is the same immediately before and after the original award is modified; • The vesting conditions of the modified award are the same immediately before and after the award is modified; and • The classification of the modified award, as either an equity instrument or liability instrument, is the same immediately before and after the award is modified. This guidance is effective beginning after December 15, 2017 and early adoption is permitted and should be applied prospectively. The Company has determined this ASU does not apply to its stock compensation accounting as the Company has not modified existing awards and does not anticipate the need to modify awards in the future. In August 2017, the FASB issued ASU No. 2017-12 – Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities In February 2018, the FASB issued ASU No. 2018-02 – Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and disclosures. |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, net | 4. Inventories, net At December 31, 2017 and 2016, inventories consisted of the following: December 31, 2017 December 31, 2016 Raw materials $ 7,412 $ 7,465 Work-in-process 14,819 12,681 Finished goods 48,931 33,760 71,162 53,906 Less: LIFO reserve (634 ) (1,256 ) Inventories, net $ 70,528 $ 52,650 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment, net | 5. Property, Plant, and Equipment, net At December 31, 2017 and 2016, property, plant, and equipment consisted of the following: December 31, 2017 December 31, 2016 Land and improvements $ 85,012 $ 82,991 Mineral reserves and mine development 310,923 250,566 Machinery and equipment 590,584 577,093 Buildings and improvements 186,466 187,458 Furniture, fixtures, and other 3,478 3,415 Construction in progress 54,661 6,748 1,231,124 1,108,271 Accumulated depletion and depreciation (445,611 ) (380,536 ) Property, plant, and equipment, net $ 785,513 $ 727,735 All of the Company’s capital leases are categorized as machinery and equipment. The depreciation of capital leases is recorded in depreciation, depletion, and amortization expenses in the Consolidated Statements of Income (Loss). Their cost and related accumulated depreciation in the balance sheet are as follows: December 31, 2017 December 31, 2016 Cost $ 29,098 $ 18,350 Accumulated depreciation (14,854 ) (10,994 ) Net book value $ 14,244 $ 7,356 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 Kermit, 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. Another $10,000 was paid in October 2017 upon the issuance of all federal, state, and local permits. The remaining $10,000 is payable upon the earlier of two years from the commencement date of the agreement or the date the Company makes its first sale of sand from this 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. Additionally, the Company is obligated for certain royalty payments based on volumes sold. In the year ended December 31, 2017, the Company disposed of $988 of property, plant and equipment, which were determined to be no longer in use. These assets were primarily a part of the Proppant Solutions segment. This amount is included in other operating (income) expense in our Consolidated Statements of Income (Loss). |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 6. Accrued Expenses At December 31, 2017 and 2016, accrued expenses consisted of the following: December 31, 2017 December 31, 2016 Accrued payroll and fringe benefits $ 11,233 $ 6,657 Accrued bonus 37,166 3,897 Accrued income taxes 504 421 Accrued real estate taxes 5,098 4,821 Accrued leasehold interest payments 10,000 - Other accrued expenses 10,006 10,314 Accrued expenses $ 74,007 $ 26,110 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7 . Goodwill and Intangible Assets As of December 31, 2017 and 2016, the balance of goodwill was $15,301 and is attributable entirely to the I&R segment. Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Company evaluates goodwill on an annual basis and also when management believes indicators of impairment exist. The Company performed a qualitative assessment of the I&R segment as of October 31, 2017 (the Company’s annual valuation date) and determined the fair value of this segment was, more likely than not, greater than its carrying value. Based on the Company’s assessment in 2015, the Company concluded that the goodwill attributable to the Proppant Solutions segment was fully impaired in the three months ended December 31, 2015 and recognized an impairment charge of $69,246 in that period. Information regarding acquired intangible assets as of December 31, 2017 and 2016 is as follows: December 31, 2017 Gross Accumulated Intangible Carrying Amount Amortization Assets, net Acquired technology and patents $ 65,788 $ (3,289 ) $ 62,499 Supply agreement 50,700 (19,942 ) 30,758 Other intangible assets 573 (562 ) 11 Intangible assets $ 117,061 $ (23,793 ) $ 93,268 December 31, 2016 Gross Accumulated Intangible Carrying Amount Amortization Assets, net Acquired technology and patents $ 60,115 $ - $ 60,115 Supply agreement 50,700 (15,548 ) 35,152 Other intangible assets 573 (499 ) 74 Intangible assets $ 111,388 $ (16,047 ) $ 95,341 Amortization expense of intangible assets was $7,747, $4,662, and $4,537 in years ended December 31, 2017, 2016, and 2015, respectively. Acquired technology represents technology acquired in the SSP acquisition. The carrying value of this asset represents its original cost, plus amounts owed to the seller as deferred purchase price. The Company determined that it is probable additional amounts will be due to the seller and recorded $5,674 and $3,794 in 2017 and 2016, respectively, as additional purchase price. Of this additional purchase price, approximately $5,458 has been paid to the seller and $4,010 was accrued as of December 31, 2017. The Company determined that the proper period to begin the amortization of this intangible was January 1, 2017, which was the first period products using the SSP technology were sold in a full commercial protocol. The Company considered the potential ranges of useful lives and believes a 20-year useful life for the intangible asset is appropriate. The Company’s determination of the 20-year useful life of the intangible asset is based upon the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Company. Refer to Note 17 for additional information. The value of a supply agreement with FTSI was based on estimates of discounted future cash flows from sales under the agreement. The supply agreement was previously amortized ratably over the life of the agreement, which was 10 years. However, in May 2015, the supply agreement was amended, extending the maturity date from September 2023 to December 2024. The supply agreement is now being amortized over the amended life. Estimated future amortization expense related to intangible assets at December 31, 2017 is as follows: Amortization 2018 $ 7,694 2019 7,683 2020 7,683 2021 7,683 2022 7,683 Thereafter 54,842 Total $ 93,268 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 8 . Long-Term Debt At December 31, 2017 and 2016, long-term debt consisted of the following: December 31, 2017 December 31, 2016 Term Loan B $ 688,990 $ - Term B-2 Loans - 719,632 Extended Term B-1 Loans - 117,634 Industrial Revenue Bond 10,000 10,000 ABL Revolver, Revolving Credit Facility, and other 45,073 88 Capital leases, net 9,884 3,634 Deferred financing costs, net (5,017 ) (7,975 ) 748,930 843,013 Less: current portion (19,189 ) (10,707 ) Long-term debt including leases $ 729,741 $ 832,306 On April 28, 2016, the Company entered into an amendment to the 2013 Amended Credit Agreement that extended the maturity of a portion of the then existing B-1 Loan 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 $16,766 of the Term B-1 Loans due March 2017 and fully prepaid $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. 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 of $50,000 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 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 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. In the event of a change in control of 35% or more of the voting interests of the Company and at the request of the lenders, the unpaid principal and interest of the Term Loan B may become immediately due and payable. There are no financial covenants governing the Term Loan B. As a result of these transactions on the Closing Date, the Company recorded a loss on debt extinguishment of $2,898 and a loss on debt modification of $4,733. The loss on debt modification is recorded in interest expense. As of December 31, 2017, the Term Loan B and the ABL Revolver had actual interest rates of 7.7% and 3.3%, respectively. As of December 31, 2016, the Term B-2 Loans, Extended Term B-1 Loans, and Revolving Credit Facility had actual interest rates of 4.5%, 4.5%, and 4.7%, respectively. As of December 31, 2017, the Company was in compliance with all covenants in accordance with the ABL Revolver. As of December 31, 2017, there was $63,416 available unused capacity on the ABL Revolver, $15,558 committed to outstanding letters of credit, and $1,026 withheld for collateral. 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 1.46% and 0.80% at December 31, 2017 and 2016, respectively. The bond matures on September 1, 2027 and is collateralized by a letter of credit of $10,000. Maturities of long-term debt are as follows: Capital Lease Obligations Lease Less Present Other Aggregate Payment Interest Value Term Debt Maturities of Debt Year Ended: 2018 $ 4,346 $ 270 $ 4,076 $ 17,517 $ 21,593 2019 3,886 149 3,737 17,518 21,255 2020 2,052 36 2,016 26,269 28,285 2021 55 - 55 35,019 35,074 2022 - - - 648,750 648,750 Thereafter - - - 10,000 10,000 Subtotal 10,339 455 9,884 755,073 764,957 Less: unamortized discount - - - (11,010 ) (11,010 ) Total $ 10,339 $ 455 $ 9,884 $ 744,063 $ 753,947 |
Earnings (Loss) per Share
Earnings (Loss) per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | 9 . Earnings (Loss) per Share The table below shows the computation of basic and diluted earnings (loss) per share for the years ended December 31, 2017, 2016, and 2015, respectively: Year Ended December 31, 2017 2016 2015 Numerator: Net income (loss) attributable to Fairmount Santrol Holdings Inc. $ 53,788 $ (140,192 ) $ (92,135 ) Denominator: Basic weighted average shares outstanding 223,993 179,429 161,297 Dilutive effect of employee stock options, RSUs, and PRSUs 5,091 - - Diluted weighted average shares outstanding 229,084 179,429 161,297 Earnings (loss) per common share – basic $ 0.24 $ (0.78 ) $ (0.57 ) Earnings (loss) per common share – diluted $ 0.23 $ (0.78 ) $ (0.57 ) As a result of ASU No. 2016-09 – Compensation – Stock Compensation |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 1 0 . 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 the swap agreements of $210,000 and $525,225 represents a total of approximately 30% and 63% of term debt outstanding at December 31, 2017 and 2016, respectively. The decline in notional value was due to $105,225 of swap agreements maturing and a swap agreement of $210,000 terminated in November 2017. Upon such termination, the remaining balance of $4,571 in accumulated other comprehensive income will be amortized into interest expense until September 2019, the date of the original expected swap maturity. At December 31, 2017, the Company has one outstanding interest rate swap agreement, which terminates on September 5, 2019. For the portion of the debt that is hedged, the swap agreements effectively fix the variable rate to 2.92% at December 31, 2017 and a range of 0.83% to 3.12% at December 31, 2016. The Company’s derivative financial instruments were previously designated as cash flow hedges. No components of the hedging instruments were excluded from the assessment of hedge effectiveness. 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 derivative instruments that are designated and qualify as a cash flow hedge, 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 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. The Company recognizes changes in fair value for derivatives not qualifying for hedge accounting in current period earnings. 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. In December 2017, the Company determined that the remaining swap with a notional value of $210,000 no longer qualified as a cash flow hedge as the underlying transaction was no longer probable of occurring. No gain or loss was recognized and the remaining balance of accumulated other comprehensive income of $3,235 will be amortized into interest expense until September 2019, the date of the expected swap maturity. The following table summarizes the fair values and the respective classification in the Consolidated Balance Sheets as of December 31, 2017 and 2016: Assets (Liabilities) Interest Rate Swap Agreements Balance Sheet Classification December 31, 2017 December 31, 2016 Designated as cash flow hedges Other long-term liabilities $ - $ (14,488 ) Non-qualifying cash flow hedge Other long-term liabilities (3,208 ) - Designated as cash flow hedges Other assets - 39 $ (3,208 ) $ (14,449 ) The Company recognized in interest expense the following in the years ended December 31, 2017, 2016, and 2015, respectively, in order to represent the ineffective portion of interest rate swap agreements designated as hedges and interest rate swap agreements no longer qualifying for hedge accounting treatment: Derivatives Designated as Location of (Gain) Loss ASC 815-20 Cash Flow Recognized in Income on Year Ended December 31, Hedging Relationships Derivative (Ineffective Portion) 2017 2016 2015 Interest rate swap agreements Interest expense $ (78 ) $ (7 ) $ (51 ) $ (78 ) $ (7 ) $ (51 ) Derivatives Not Designated as ASC 815-20 Cash Flow Location of (Gain) Loss Year Ended December 31, Hedging Relationships Recognized in Income on Derivative 2017 2016 2015 Interest rate swap agreements Interest expense $ 537 $ - $ - $ 537 $ - $ - |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 1 1 . 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 SSP approximates the fair value. 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 Term Loan B, 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 December 31, 2017 and 2016, respectively, 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 December 31, 2017 Term Loan B $ - $ 708,750 $ - $ 708,750 $ - $ 708,750 $ - $ 708,750 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 December 31, 2017 and 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 December 31, 2017 Interest rate swap agreements $ - $ (3,208 ) $ - $ (3,208 ) $ - $ (3,208 ) $ - $ (3,208 ) December 31, 2016 Interest rate swap agreements $ - $ (14,449 ) $ - $ (14,449 ) $ - $ (14,449 ) $ - $ (14,449 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 2 . Income Taxes Income (loss) before provision (benefit) for income taxes includes the following components: 2017 2016 2015 United States $ 44,523 $ (237,486 ) $ (94,746 ) Foreign 4,896 (2,080 ) 877 Total $ 49,419 $ (239,566 ) $ (93,869 ) The components of the provision (benefit) for income taxes are as follows: 2017 2016 2015 Federal $ (933 ) $ (19,056 ) $ (23,515 ) State and local 197 674 359 Foreign 1,226 907 1,396 Subtotal 490 (17,475 ) (21,760 ) Change in deferred taxes (5,156 ) (81,966 ) 19,821 Total $ (4,666 ) $ (99,441 ) $ (1,939 ) The effective tax rate for 2017 was a provision on income, while 2016 and 2015 were provisions on losses. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: 2017 2016 2015 U.S. statutory rate 35.0% 35.0% 35.0% Increase (decrease) resulting from: State income taxes, net (2.3 ) 1.5 0.2 Foreign tax rate differential and adjustment (1.2 ) (0.1 ) 0.1 U.S. statutory depletion (30.2 ) 3.7 9.7 Manufacturers' deduction 0.0 (0.1 ) (4.0 ) Unremitted foreign earnings (2.3 ) 0.2 (4.1 ) Goodwill impairment 0.0 0.0 (6.2 ) Valuation allowance 12.4 (4.4 ) (27.6 ) Deferred tax impact from Tax Reform 4.6 0.0 0.0 Change in valuation allowance from Tax Reform (24.5 ) 0.0 0.0 Loss carryback 0.0 6.6 0.0 Other items, net (0.9 ) (0.9 ) (1.0 ) Effective rate -9.4% 41.5% 2.1% The Tax Act, effective January 1, 2018, establishes a corporate income tax rate of 21%, replacing the current 35% rate, and creates a territorial tax system rather than a worldwide system, which generally eliminates the U.S. federal income tax on dividends from foreign subsidiaries. The transition to a territorial system includes a one-time transition tax on certain unremitted foreign earnings. The Tax Act impacted the Company’s effective tax rate in several ways including a tax benefit of $4,347 for the impact of revaluing deferred taxes and related valuation allowances considering the new corporate income tax rate; a tax benefit of $5,439 for the reversal of the valuation allowance from the repeal of the Alternative Minimum Tax; tax expense of $3,046 for the impact from the one-time transition tax on unremitted foreign earnings; and a tax benefit of $4,269 for the reduction of the deferred tax liability previously established for unremitted foreign earnings for which the Company did not assert permanent reinvestment. The Company believes the accounting for the impacts of the revaluation of its deferred taxes and related valuation allowances as a result of the new corporate income tax rate are complete, except for changes in estimates that can result from finalizing the filing of its 2017 U.S. income tax return, which are not anticipated to be material, and changes that may be a direct impact of other provisional amounts recorded as a result of the Tax Act. Additionally, the Company believes the accounting for the impact of the reversal of the valuation allowance from the repeal of the Alternative Minimum Tax in accordance with the Tax Act is complete. Other provisions of the Tax Act, while substantially complete for which a reasonable estimate of such effects have been recorded, are considered provisional as certain items may differ, potentially materially, due to further refinement of the calculations, changes in interpretations and assumptions made, and further guidance that may become available, including primarily the one-time transition tax on unremitted foreign earnings. The SEC has provided up to a one-year measurement period for the Company to finalize the accounting for the impacts of the Tax Act. The difference between the statutory U.S. tax rate and the Company’s effective tax in 2017 is principally due to an increase in the valuation allowance primarily related to federal and state net operating loss carryforwards; tax depletion; and the impact from the Tax Act. The difference between the statutory U.S. tax rate and the Company’s effective tax rate in 2016 is principally due to the benefit from a loss carryback; an increase in the valuation allowance primarily related to federal and state net operating loss carryforwards; and tax depletion. The difference between the statutory U.S. tax rate and the Company’s effective tax rate in 2015 is due to the accrual of deferred taxes on the cumulative amount of foreign unremitted earnings resulting from a change in the Company’s indefinite reinvestment assertion; an increase in the valuation allowance primarily related to U.S. alternative minimum tax credits and U.S. research credits; a goodwill impairment charge for which the Company could not record an income tax benefit; tax depletion; and the manufacturers’ deduction. Significant components of deferred tax assets and liabilities as of December 31, 2017 and 2016 are as follows: 2017 2016 Deferred tax assets Accrued expenses $ 5,399 $ 2,771 Inventory 601 775 Stock compensation 13,733 18,784 Deferred compensation 564 1,039 Interest rate derivatives 667 5,189 Pension 2,211 3,210 Intangibles 6,146 11,401 Unremitted foreign earnings 1,292 - Foreign tax credit carryforwards 1,210 1,662 Alternative minimum tax credit carryforwards 5,439 6,509 Research and experimentation tax credit carryforwards 616 540 Net operating loss carryforwards 45,189 72,901 Other assets 799 1,985 Total deferred tax assets before valuation allowance 83,866 126,766 Valuation allowance (20,220 ) (21,959 ) Total deferred tax assets after valuation allowance 63,646 104,807 Deferred tax liabilities Property, plant, and equipment (65,941 ) (107,089 ) Unremitted foreign earnings - (905 ) Other liabilities (961 ) (2,626 ) Total deferred tax liabilities (66,902 ) (110,620 ) Net deferred tax assets (liabilities) $ (3,256 ) $ (5,813 ) The deferred tax assets before valuation allowance in the above table for 2016 does not included a deferred tax asset of $4,249 relating to unrealized stock compensation deductions. Due to enactment of the Tax Act, the year-end balances of U.S. domestic deferred taxes and valuation allowances were revalued considering the reduced corporate rate of 21%. Additionally, the one-time transition tax on unremitted foreign earnings resulted in a reduction of the deferred tax liability previously established for unremitted foreign earnings, for which the Company did not assert permanent reinvestment. As of December 31, 2017 and 2016, the Company had deferred tax assets relating to U.S. alternative minimum tax credit carryforwards of $5,439 and $6,509, respectively, foreign tax credit carryforwards of $1,210 and $1,662, respectively, research and experimentation tax credit carryforwards of $616 and $540, respectively, federal net operating loss carryforwards of $36,948 and $72,119, respectively, state net operating loss carryforwards of $6,935 and $4,468, respectively, and foreign net operating loss carryforwards $1,306 and $921, respectively. The U.S. alternative minimum tax credit carryforwards will be utilized or refunded before 2022. The foreign tax credit carryforwards will expire in 2024. The research and development tax credit carryforwards and federal net operating loss carryforwards expire between 2034 and 2036. A majority of the state net operating loss carryforwards expire between 2028 and 2036, while the foreign net operating loss carryforwards expire between 2021 and 2037. The Company has provided a valuation allowance to reduce the carrying value of certain of these deferred tax assets, as management has concluded that, based on available evidence, it is more likely than not that the deferred tax assets will not be fully realized. Please refer to Note 23 regarding the effect of Internal Revenue Code (“IRC”) Sections 382 and 383 on merger-related matters. The Company or its subsidiaries file income tax returns in the United States, Canada, China, Mexico, and Denmark. The Company is subject to income tax examinations for its U.S. Federal income taxes for the preceding three fiscal years and, in general, is subject to state and local income tax examinations for the same periods. The Company is currently under examination by the Internal Revenue Service for the periods related to 2013 through 2016. The Company has tax years that remain open and subject to examination by tax authorities in the following major taxing jurisdictions: Canada for years after 2012, Mexico for years after 2011, and China and Denmark for years after 2013. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2017 2016 2015 Unrecognized tax benefits balance - January 1 $ 3,018 $ 5,200 $ 5,327 Increases (decreases) for tax positions in prior years (811 ) (2,685 ) (222 ) Increases (decreases) for tax positions in current year 158 503 95 Unrecognized tax benefits balance - December 31 $ 2,365 $ 3,018 $ 5,200 At December 31, 2017 and 2016, the Company had $2,365 and $3,018, respectively, of unrecognized tax benefits. If the $2,365 were recognized, $1,846 would affect the effective tax rate. Interest and penalties are recorded in provision for income taxes. At December 31, 2017 and 2016, the Company had $1,642 and $1,827, respectively, of accrued interest and penalties related to unrecognized tax benefits recorded. |
Common Stock and Stock-Based Co
Common Stock and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Common Stock and Stock-Based Compensation | 1 3 . Common Stock and Stock-Based Compensation The Company has a single class of par value $0.01 per share common stock. Each share of common stock has identical rights and privileges and is entitled to one vote per share. The Company has authorized, but not issued, a single class of par value $0.01 per share preferred stock. The Company has several stock plans that allow for granting of options to acquire common shares to employees and key non-employees. As of December 31, 2013, the plans consisted of the FML Holdings, Inc. Non-Qualified Stock Option Plan (the “1997 Plan”), the Long Term Incentive Compensation Plan (the “2006 Plan”), and the FML Holdings, Inc. Stock Option Plan (the “2010 Plan”). At December 31, 2015, the 2006 Plan, and the 2010 Plan were still in existence. A new plan, the FMSA Holdings Inc. 2014 Long Term Incentive Plan (the “LTIP”) was added as of September 11, 2014. The combined plans and the LTIP authorized and issued both non-qualified stock options as well as restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”). In 2016, the Company modified the LTIP to allow retirement-eligible participants (defined as age 55, plus 10 years of service) to continue to vest in options following retirement, and also allow retired participant to exercise options for up to 10 years from grant date. The modification also provides that, for a one-year period following the date of an employee’s retirement from the Company, the restrictions on the RSUs that were scheduled to lapse shall continue to lapse as if the employee’s employment with the Company had not terminated during such one-year period. For all stock plans, the options are exercisable for a ten year period. Options are exercisable at times determined by the compensation committee of the Company and, as set forth in each individual option agreement. The options may become exercisable over a period of years or become accelerated if performance or other goals set by the Board are attained, or may be a combination of both. Options may be exercised, in whole or in part, at any time after becoming exercisable, but not later than the date the option expires, which is typically ten years from the grant date. Certain options granted after 2009 contain a seven-year vesting period that may be shortened to five years upon attainment of certain Company performance, except for stock issued under the LTIP Plan, which has a five-year vesting period that may be shortened to three years upon attainment of certain Company performance goals as determined by the compensation committee. All options granted prior to 2010 are fully vested. Options granted under the LTIP since 2016 vest ratably over a three-year period. The awards granted under the 2006 Plan contain a change in control provision that provides for a “double trigger” vesting upon certain changes of ownership of the Company and the termination of the plan participant. RSUs granted under the LTIP in 2015 vest after a six-year period and vesting can be accelerated to four years upon attainment of certain Company performance goals as determined by the compensation committee. RSUs granted under the LTIP since 2016 vest ratably over a four-year period. PRSUs granted under the LTIP since 2016 cliff-vest after a three-year period upon attainment of certain Company performance goals as determined by the compensation committee. The weighted-average fair value of RSUs granted during the years ended December 31, 2017, 2016, and 2015 was $9.83, $2.42, and $8.80, respectively, based on the closing price of the underlying share as of the grant date. The weighted-average fair value of PRSUs granted during the year ended December 31, 2017 and 2016 was $9.87 and $2.27, respectively. There were no PRSUs granted in 2015. The weighted-average fair value of options granted during the years ended December 31, 2017, 2016, and 2015 was $9.73, $2.24, and $8.79, respectively, based on the Black-Scholes-Merton options-pricing model, with the following assumptions: 2017 2016 2015 Dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 91.52 % 97.47 % 45.61 % Risk-free interest rate 1.92 - 2.14 % 1.26 - 1.47 % 1.65 - 2.03 % Expected option life 6.0 years 6.0 years 6.5 years The Company has no current plans to declare a dividend that would require a dividend yield assumption other than zero. For the year ended December 31, 2015, expected volatility was based on the volatilities of various comparable companies’ common stock. In the year ended December 31, 2016, the Company concluded two full years of public trading of its common stock. Therefore, all calculations of expected volatility since 2016 are based on the price of the Company’s common stock. The risk-free interest rate is an interpolated rate from the U.S. constant maturity treasury rate for a term corresponding to the expected option life. The Company uses the simplified method to estimate the expected life of the options, which assumes the expected life is the mid-point between the vesting date and the end of the contractual term. As previously noted in Note 3 and in accordance with ASU No. 2016-09, the Company elected to recognize forfeitures as they occur. This change resulted in a reduction to stock compensation expense of $699 and related tax effect of $266, for a net adjustment of $433 to opening retained earnings in the first quarter of 2017. The Company recorded $10,071, $8,870, and $4,525 of stock compensation expense related to these options, RSUs, and PRSUs for the years ended December 31, 2017, 2016, and 2015, respectively. The 2016 stock compensation expense includes approximately $2,135 related to the modification of the retirement provisions of the LTIP. 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. Awards activity during 2017 was as follows: 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 (364 ) 2.32 (251 ) 2.62 - - Forfeited (254 ) 8.13 (68 ) 6.38 (16 ) 3.54 Expired (51 ) 15.41 - - - - Outstanding at December 31, 2017 13,393 $ 6.63 1,517 $ 6.63 584 $ 4.10 Exercisable at December 31, 2017 8,261 $ 4.76 - $ - - $ - Options outstanding as of December 31, 2017 and 2016, respectively, have an aggregate intrinsic value of $18,836 and $80,510 and a weighted average remaining contractual life of 4.8 years and 5.6 years. Options that are exercisable as of December 31, 2017 and 2016, respectively, have an aggregate intrinsic value of $15,629 and $50,492 and a weighted average remaining contractual life of 3.4 years and 4.0 years. The aggregate intrinsic value represents the difference between the fair value of the Company’s shares of $5.23 and $11.79 per share at December 31, 2017 and 2016, respectively, and the exercise price of the dilutive options, multiplied by the number of dilutive options outstanding at that date. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2017, 2016, and 2015 was $1,428, $17,922, and $1,839, respectively. Net cash proceeds from the exercise of stock options were $845, $6,438, and $1,767 in the years ended December 31, 2017, 2016, and 2015, respectively. There was $510, $6,423, and $656 of income tax benefits realized from stock option exercises in the years ended December 31, 2017, 2016, and 2015, respectively. At December 31, 2017, options to purchase 13,393 common shares were outstanding at a range of exercise prices of $1.43 to $20.52 per share. At December 31, 2016, options to purchase 13,598 common shares were outstanding at a range of exercise prices of $1.43 to $20.52 per share. As of December 31, 2017, unrecognized compensation cost of $9,009, $4,708, and $1,358 related to non-vested stock options, RSUs, and PRSUs, respectively, is expected to be recognized over a weighted-average period of approximately 2.4, 2.8, and 2.0 remaining years, respectively. As of December 31, 2016, unrecognized compensation cost of $11,847, $4,209, and $679 related to non-vested stock options, RSUs, and PRSUs, respectively, is expected to be recognized over a weighted-average period of approximately 3.2, 3.4, and 2.2 remaining years, respectively. |
Defined Benefit Plans
Defined Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Benefit Plans | 1 4 . 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 following assumptions were used to determine the Company’s obligations under the plans: Wedron Pension Troy Grove Pension 2017 2016 2017 2016 Discount rate 4.00 % 4.00 % 4.25 % 4.25 % Long-term rate of return on plan assets 7.40 % 7.40 % 7.40 % 7.40 % The difference in the discount rates used for the Wedron Pension and the Troy Grove Pension is due to the differing characteristics of the two plans, including employee characteristics and plan size. The Company uses a cash flow matching approach to determine its discount rate using each plan’s projected cash flows and the BPS&M yield curve. The long term rate of return on assets is based on management’s estimate of future long term rates of return on similar assets and is consistent with historical returns on such assets. The written investment policy for the pension plans includes a target allocation of about 70% in equities and 30% in fixed income investments. Only high-quality diversified securities similar to stocks and bonds are used. Higher-risk securities or strategies (such as derivatives) are not currently used but could be used incidentally by mutual funds held by the plan. The pension plans’ obligations are long-term in nature and the investment policy is therefore focused on the long-term. Goals include achieving gross returns at least equal to relevant indices. Management and the plans’ investment advisor regularly review and discuss investment performance, adherence to the written investment policy, and the investment policy itself. Benefits under the Wedron plan were frozen effective December 31, 2012. Benefits under the Troy Grove plan were frozen effective December 31, 2016. During 2016, the Troy Grove plan was amended to allow unreduced retirement benefits for certain plan participants. The $181 impact of this amendment was recognized in expense in 2016. The plans were underfunded by $1,797 and $2,096 as of December 31, 2017 and 2016, respectively, as shown below: 2017 2016 Change in benefit obligation Benefit obligation at beginning of year $ 9,067 $ 8,812 Service cost - 84 Interest cost 356 348 Actuarial loss (gain) 495 (82 ) Benefit payments (301 ) (276 ) Plan amendments - 181 Benefit obligation at end of year $ 9,617 $ 9,067 Change in plan assets Fair value of plan assets at beginning of year $ 6,971 $ 6,613 Actual return on plan assets 1,093 558 Employer contributions 57 76 Benefit payments (301 ) (276 ) Fair value of plan assets at end of year $ 7,820 $ 6,971 Accrued benefit cost $ (1,797 ) $ (2,096 ) The accrued benefit cost is included in the Consolidated Balance Sheets in other long-term liabilities. The following relates to the defined benefit plans for the years ended December 31, 2017, 2016, and 2015, respectively: Year Ended December 31, 2017 2016 2015 Components of net periodic benefit cost Service cost $ - $ 84 $ 108 Interest cost 356 348 340 Expected return on plan assets (508 ) (480 ) (508 ) Amortization of prior service cost - - 16 Amortization of net actuarial loss 244 265 280 Curtailment - 182 - Net periodic benefit cost $ 92 $ 399 $ 236 Year Ended December 31, 2017 2016 2015 Changes in other comprehensive income (loss) Net actuarial gain (loss) $ 92 $ 158 $ (75 ) Amortization of prior service cost - - 16 Amortization of net actuarial gain 244 265 280 Curtailment - 182 - Deferred tax asset (71 ) (180 ) (124 ) Other comprehensive income $ 265 $ 425 $ 97 Pension expense for such plans totaled $92, $399, and $236 for the years ended December 31, 2017, 2016, and 2015, respectively. Expected contributions into the plans for the year ended December 31, 2018 are $28. The net actuarial loss that the Company expects will be amortized from accumulated other comprehensive loss into periodic benefit cost in the year ending December 31, 2018 is $214. Benefits expected to be paid out over the next ten years: Year Ending Benefit 2018 $ 390 2019 412 2020 442 2021 466 2022 496 2023-2027 2,620 Fair value measurements for assets held in the benefit plans as of December 31, 2017 are as follows: Quoted Other in Active Observable Unobservable Markets Inputs Inputs Balance at (Level 1) (Level 2) (Level 3) December 31, 2017 Cash $ 93 $ - $ - $ 93 Fixed income 2,079 - - 2,079 Equity 5,648 - - 5,648 $ 7,820 $ - $ - $ 7,820 |
Other Benefit Plans
Other Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Postemployment Benefits [Abstract] | |
Other Benefit Plans | 1 5 . Other Benefit Plans The Company previously participated in a multiemployer defined benefit pension plan. The Company withdrew from the plan in October 2015 with a withdrawal liability of $9,283, which is payable in annual installments until November 2035. The present value and balance of this withdrawal liability was $4,683 as of December 31, 2017. The Company has a defined contribution plan (“401(k) Plan” or the “Plan”) covering substantially all employees. Under the provisions of the 401(k) Plan, the Company matches 50% of the first 5% of each union employee’s contribution into the 401(k) Plan. In 2017, the Company modified the 401(k) Plan to match 100% of the first 3% and 50% of the next 2% of each non-union employee’s contribution. Company match contributions were $2,221, $1,231, and $1,191, for the years ended December 31, 2017, 2016, and 2015, respectively. Included in these contributions are Company contributions to the 401(k) Plan for union members, which were $606, $365, and $352 for the years ended December 31, 2017, 2016, and 2015, respectively. The Company may, at its discretion, make additional contributions, which are determined in part based on the Company’s return on investable capital, to the Plan. Discretionary contributions accrued at December 31, 2017 were $1,940. There were no discretionary contributions accrued at December 31, 2016. Participant accounts in the 401(k) Plan held 6,370 and 5,947 of common stock shares of the Company as of December 31, 2017 and 2016, respectively. Effective January 1, 1999, the Company adopted a Supplemental Executive Retirement Plan (“SERP”) for certain employees who participate in the Company’s 401(k) Plan and/or the Employee Stock Bonus Plan (“ESBP”). The purpose of the SERP is to provide an opportunity for the participants of the SERP to defer compensation and to receive their pro rata share of former ESBP contributions. Due to income restrictions imposed by the IRS code, such contributions were formerly made to the ESBP but, in some instances, were forfeited by these employees to the remaining ESBP participant accounts. Accrued Company contributions to the SERP were $106 and $0 at December 31, 2017 and 2016, respectively. The Company has deferred compensation agreements with various management employees that provide for supplemental payments upon termination. These amounts are being accrued for over the estimated employment periods of these individuals. |
Self-Insured Plans
Self-Insured Plans | 12 Months Ended |
Dec. 31, 2017 | |
Insurance [Abstract] | |
Self-Insured Plans | 1 6 . Self-Insured Plans Certain subsidiaries, located in Illinois and Michigan, are self-insured for workers’ compensation up to $1,000 per occurrence and $3,000 in the aggregate. In July 2016, the Company moved the Michigan self-insured plan over to the Company’s group captive insurance company. The Company has an accrued liability of $372 and $180 as of December 31, 2017 and 2016, respectively, for anticipated future payments on claims incurred to date. Management believes these amounts are adequate to cover all required payments. The Company is also self-insured for medical benefits. The Company has an accrued liability of $2,517 and $3,055 as of December 31, 2017 and 2016, respectively, for anticipated future payments on claims incurred to date. Management believes this amount is adequate to cover all required payments. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 7 . Commitments and Contingencies The Company has entered into numerous mineral rights agreements, in which payments under the agreements are expensed as incurred. Certain agreements require annual payments while other agreements require payments based upon annual tons mined and others a combination thereof. Total royalty expense associated with these agreements was $1,957, $1,429, and $1,899 for the years ended December 31, 2017, 2016, and 2015, respectively. As of December 31, 2017, the Company is obligated for an additional $10,000 in future leasehold interest payments for the July 2017 Kermit, Texas transaction. Please refer to Note 5 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 $53,843, $63,997, and $67,745 for the years ended December 31, 2017, 2016, and 2015, respectively. Minimum lease payments, primarily for railcars, equipment, office leases, and terminals due under the long-term operating lease obligations are shown below. The table below includes railcar leases, which comprise substantially all of the Company’s equipment lease obligations, as well as purchase commitments for guaranteed minimum payments for certain third party terminal operators, which are included in the real estate obligations below: Equipment Real Estate Total 2018 $ 41,449 $ 15,994 $ 57,443 2019 41,689 15,695 57,384 2020 33,600 12,303 45,903 2021 30,263 9,978 40,241 2022 28,845 5,664 34,509 Thereafter 60,254 15,723 75,977 Total $ 236,100 $ 75,357 $ 311,457 The Company is subject to a contingent consideration arrangement in the form of earnout payments, related to the purchase of SSP, which was accounted for as an acquisition of a group of assets. The earnout payments are 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 threshold aggregate earnout payments 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) sets the threshold aggregate earnout payments during the two-year period ending October 1, 2017 to 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. It would also have the non-exclusive right to license the technology at a negotiated rate. The earnout payments are 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, the Company has capitalized earnout payments of $9,468, which includes the payment of $3,920 made in November 2017. The seller has elected not to exercise the claw-back of the technology as of October 1, 2017 as a result of the aggregate earnout payments being less than the $15,000 threshold at that date. As of December 31, 2017, the accrued balance of the earnout liability was $4,010, which represents the estimate of the total remaining aggregate earnout payments the Company expects 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 | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 1 8 . 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 $146, $576, and $288 in the years ended December 31, 2017, 2016, and 2015, 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 $232, $323, and $374 in the years ended December 31, 2017, 2016, and 2015, respectively. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | 19 . 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. Year Ended December 31, 2017 2016 2015 Revenues Proppant Solutions $ 834,749 $ 416,144 $ 710,083 Industrial & Recreational Products 125,046 118,869 118,626 Total revenues 959,795 535,013 828,709 Segment gross profit Proppant Solutions 244,042 26,501 175,226 Industrial & Recreational Products 55,995 48,798 44,638 Total segment gross profit 300,037 75,299 219,864 Operating expenses excluded from segment gross profit Selling, general, and administrative 113,240 79,140 85,191 Depreciation, depletion, and amortization 79,144 72,276 66,754 Goodwill and other asset impairments - 93,148 87,476 Restructuring charges - 1,155 9,221 Other operating (income) expense (1,072 ) 8,899 1,357 Interest expense 56,408 65,367 62,242 Loss (gain) on debt repurchase and extinguishment, net 2,898 (5,110 ) - Other non-operating expense (income) - (10 ) 1,492 Income (loss) before benefit from income taxes $ 49,419 $ (239,566 ) $ (93,869 ) Total assets reported in the Proppant Solutions segment were $1,003,328, $860,165, and $1,152,110 as of December 31, 2017, 2016, and 2015, respectively. Total assets reported in the I&R segment were $115,632, $103,056, and $116,825 as of December 31, 2017, 2016, and 2015, respectively. The Company’s three largest customers accounted for 20%, 14%, and 11% of consolidated net sales in the year ended December 31, 2017. The Company’s two largest customers accounted for 30% and 12% of consolidated net sales in the year ended December 31, 2016 and 25% and 18% of consolidated net sales in the year ended December 31, 2015. These customers are part of the Company’s Proppant Solutions segment. |
Restructuring and Other Charges
Restructuring and Other Charges | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Other Charges | 2 0 . Restructuring and Other Charges As a result of challenging conditions in the energy market, the Company began taking actions in early 2015 to adjust its overall operational footprint and reduce costs. The Company’s restructuring program primarily consisted of workforce reductions and costs to idle or exit facilities. The Company has completed these activities, however, a return to a continued sustained downturn in the oil and gas market could reinitiate this restructuring process. A summary of the restructuring and other costs recognized for the years ended December 31, 2017, 2016, and 2015, respectively, is as follows: Year Ended December 31, 2017 2016 2015 Restructuring charges Workforce reduction costs, including one-time severance payments $ - $ 1,155 $ 1,682 Other exit costs, including multiemployer pension plan withdrawal liability and additional cash costs to exit facilities - - 7,539 Total restructuring charges $ - $ 1,155 $ 9,221 While these restructuring activities primarily were driven by the decline in proppant demand in 2015, certain plants supporting the Industrial & Recreational Products segment were adversely impacted as well. A summary of the restructuring and other costs by operating segment for the years ended December 31, 2017, 2016, and 2015, respectively, is as follows: Year Ended December 31, 2017 2016 2015 Restructuring charges Proppant Solutions $ - $ - $ 1,162 Industrial & Recreational Products - - 6,377 Corporate - 1,155 1,682 Total restructuring charges $ - $ 1,155 $ 9,221 |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Geographic Information | 2 1 . Geographic Information The following tables show total Company revenues and long-lived assets. Revenues are attributed to geographic regions based on the selling location. Long-lived assets are located in the respective geographic regions. Year Ended December 31, 2017 2016 2015 Revenues Domestic $ 943,926 $ 522,870 $ 798,750 International 15,869 12,143 29,959 Total revenues $ 959,795 $ 535,013 $ 828,709 December 31, 2017 December 31, 2016 December 31, 2015 Long-lived assets Domestic $ 783,482 $ 725,280 $ 867,352 International 2,031 2,455 3,645 Long-lived assets $ 785,513 $ 727,735 $ 870,997 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | 22. Quarterly Financial Data (Unaudited) The following tables set forth the Company’s unaudited quarterly consolidated statements of operations for each of the last four quarters for the periods ended December 31, 2017 and 2016. This unaudited quarterly information has been prepared on the same basis as the Company’s annual audited financial statements and includes all adjustments, consisting only of normal recurring adjustments that are necessary to present fairly the financial information for the fiscal quarters presented. First Quarter Second Third Quarter Fourth Quarter 2017: Revenues $ 172,583 $ 233,226 $ 280,050 $ 273,936 Cost of goods sold 131,752 163,136 180,582 184,288 Operating expenses 40,852 46,064 49,685 54,711 Interest expense, net 12,537 12,983 12,110 18,778 Loss on debt extinguishment, net - - - 2,898 (Benefit) provision for income taxes (1,148 ) 520 2,754 (6,792 ) Net (loss) income (11,410 ) 10,523 34,919 20,053 Net income (loss) attributable to the non-controlling interest 178 40 (25 ) 104 Net (loss) income attributable to Fairmount Santrol Holdings Inc. (11,588 ) 10,483 34,944 19,949 (Loss) earnings per share, basic $ (0.05 ) $ 0.05 $ 0.16 $ 0.09 (Loss) earnings per share, diluted $ (0.05 ) $ 0.05 $ 0.15 $ 0.09 Weighted average number of shares outstanding, basic 223,739 224,015 224,082 224,130 Weighted average number of shares outstanding, diluted 223,739 228,184 226,400 228,242 First Second Third Quarter Fourth Quarter 2016: Revenues $ 145,458 $ 114,249 $ 134,775 $ 140,531 Cost of goods sold 118,464 114,129 114,873 112,248 Operating expenses 37,270 134,403 44,363 38,582 Interest expense, net 17,262 16,606 16,175 15,324 Gain on repurchase of debt, net - - - (5,110 ) Other non-operating income (5 ) - - (5 ) Benefit for income taxes (15,754 ) (63,019 ) (20,013 ) (655 ) Net loss (11,779 ) (87,870 ) (20,623 ) (19,853 ) Net income (loss) attributable to the non-controlling interest (3 ) 16 2 52 Net loss attributable to Fairmount Santrol Holdings Inc. (11,776 ) (87,886 ) (20,625 ) (19,905 ) Loss per share, basic $ (0.07 ) $ (0.54 ) $ (0.11 ) $ (0.09 ) Loss per share, diluted $ (0.07 ) $ (0.54 ) $ (0.11 ) $ (0.09 ) Weighted average number of shares outstanding, basic 161,446 161,647 183,620 212,609 Weighted average number of shares outstanding, diluted 161,446 161,647 183,620 212,609 Selling, general and administrative expenses included $144, $1,333 and $6,835 of Merger transaction expenses for the three months ended June 30, September 30 and December 31, 2017, respectively. Interest expense includes debt modification expenses of $4,733 for the three months ended December 31, 2017. Operating expenses include restructuring charges of $1,155 for the three months ended June 30, 2016. Also included in operating expenses is other asset impairments of $76, $90,579, $0, and $2,494 for the three months ended March 31, June 30, September 30, and December 31, 2016, respectively. |
Proposed Merger with Unimin Cor
Proposed Merger with Unimin Corporation | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Proposed Merger with Unimin Corporation | 23. Proposed Merger with Unimin Corporation On December 11, 2017, the Company entered into a merger agreement with Unimin Corporation (“Unimin”) and certain other parties with respect to the proposed combination of the businesses of Unimin and Fairmount Santrol. The merger agreement provides that, upon the satisfaction or waiver of the conditions contained in the agreement, a direct wholly owned subsidiary of Unimin will be merged with and into Fairmount Santrol, with Fairmount Santrol surviving such merger and becoming a direct wholly owned subsidiary of Unimin (the “Merger”). In accordance with the terms of the Merger agreement, Fairmount Santrol stockholders in the aggregate (including holders of certain Fairmount Santrol equity awards) will receive $170,000 in cash and 35% of the common stock of Unimin, with SCR-Sibelco NV (“Sibelco”), the existing parent company of Unimin, owning the remaining 65%. The Merger is subject to, among other things, approval by Fairmount Santrol’s stockholders, listing of Unimin’s common stock on the New York Stock Exchange (“NYSE”), and certain regulatory approvals. Upon completion of the Merger, the Company would delist and no longer trade on the NYSE. The transaction is expected to close in mid-2018, subject to satisfaction of the closing conditions. Were the transaction to close, IRC Sections 382 and 383 could limit post-merger annual utilization of U.S. federal net operating losses and tax credits. The Merger agreement contains certain termination rights and the Company may be required to pay Unimin a termination fee of $52,000. In the year ended December 31, 2017, the Company incurred $8,312 of expenses associated with the Merger which are recorded in selling, general and administrative expenses in the Consolidated Statements of Income (Loss). |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2017 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts and Reserves | Fairmount Santrol Holdings Inc. and Subsidiaries Schedule II – Valuation and Qualifying Accounts and Reserves Years Ended December 31, (in thousands) Charged to Cost Charged to Other Beginning Balance and Expenses Accounts Deductions Ending Balance Allowance for Doubtful Accounts: Year ended December 31, 2017 $ 3,055 $ (387 ) $ - $ (665 ) $ 2,003 Year ended December 31, 2016 2,470 1,851 - (1,266 ) 3,055 Year ended December 31, 2015 4,255 1,968 - (3,753 ) 2,470 Valuation Allowance for Net Deferred Tax Assets: Year ended December 31, 2017 $ 21,959 $ (5,988 ) $ 4,249 $ - $ 20,220 Year ended December 31, 2016 27,230 (5,271 ) - - 21,959 Year ended December 31, 2015 1,309 25,921 - - 27,230 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principle of Consolidation | Principle of Consolidation The consolidated financial statements include the accounts of Fairmount Santrol Holdings Inc. and its wholly-owned and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“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. |
Revenue Recognition | Revenue Recognition Revenue is recognized when delivery of products has occurred, the selling price is fixed or determinable, collectability is reasonably assured and title and risk of loss have transferred to the customer. This generally occurs when products leave a distribution terminal or, in the case of direct shipments, when products leave a production facility. In a majority of cases, transportation costs to move product from a production facility to a storage terminal are borne by the Company and capitalized into the cost of inventory. These costs are included in the cost of sales as the product is sold. The Company derives its revenue primarily by mining and processing minerals that its customers purchase for various uses. Its net sales are primarily a function of the price per ton realized and the volumes sold. In a number of instances, its net sales also include a separate charge for transportation services it provides to its customers. In the Proppant Solutions segment, the Company primarily sells its products under market rate contracts with terms typically ranging from one to eight years. The Company invoices the majority of its customers on a per shipment basis when the customer takes possession of the product. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. At various times, the Company maintains funds on deposit at its banks in excess of FDIC insurance limits. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are stated at the amount management expects to collect, and do not bear interest. Management provides for uncollectible amounts based on its assessment of the current status of individual accounts. Accounts receivable are net of allowance for doubtful accounts of $2,003 and $3,055 as of December 31, 2017 and 2016, respectively. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Certain subsidiaries determine cost using the last-in, first-out (LIFO) method. If the first-in, first-out (FIFO) method of inventory accounting had been used, inventories would have been higher by $634 and $1,256 at December 31, 2017 and 2016, respectively. LIFO inventories comprise 22% and 21% of inventories reflected in the accompanying Consolidated Balance Sheets as of December 31, 2017 and 2016, respectively. The cost of inventories of all other subsidiaries is determined using the FIFO method. In the years ended December 31, 2017 and 2016, respectively, the Company recorded $1,266, $10,302 and $1,591 of adjustments to increase the inventory reserve to recognize the decline in value of work-in-process and finished goods inventory, which are recorded in cost of goods sold. |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at cost. Expenditures, including interest, for property, plant, and equipment and items that substantially increase the useful lives of existing assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation on property, plant, and equipment is computed on a straight-line basis over the estimated useful lives of the related assets. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. Depletion expense calculated for depletable land and mineral rights is based on cost multiplied by a depletion factor. The depletion factor varies based on production and other factors, but is generally equal to annual tons mined divided by total estimated remaining reserves for the mine. The estimated useful lives of property and equipment are principally as follows: Land improvements 3-40 years Leasehold improvements 10-20 years Machinery and equipment 2-30 years Buildings and improvements 10-40 years Furniture, fixtures, and other 3-10 years Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Construction in progress at December 31, 2017 and 2016 represents machinery and facilities under installation. The Company capitalizes interest cost incurred on funds used to construct property, plant, and equipment. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life. Interest cost capitalized was $1,063, $1,380, and $4,903 in 2017, 2016, and 2015, respectively. Depreciation and depletion expense was $71,397, $67,614, and $62,218 in the years ended December 31, 2017, 2016, and 2015, respectively. The net book value of long-lived assets and intangible assets are reviewed when circumstances indicate the recoverability of the asset may be impaired. This review is to determine if facts and circumstances suggest that the asset groups or individual assets within the asset groups may be impaired. If these facts and circumstances and the undiscounted cash flows indicate that the carrying amount of the asset group or individual asset may not be recoverable, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset group or individual asset. The facts and circumstances considered by management in performing this assessment include a review of current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. Refer to Note 5 for additional information. |
Deferred Revenue | Deferred Revenue The Company enters into certain contracts with customers that include provisions requiring receipt of payment at the inception of the contract. Deferred revenues are recorded when payment is received or due in advance of delivery of the product. The balance of deferred revenue at December 31, 2017 and 2016 was $5,660 and $75, respectively. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs are amortized over the terms of the related debt obligations. Deferred financing costs associated with terms loans are included in long-term debt and deferred financing costs associated with the revolving credit facility are included in other assets. In connection with certain long-term debt transactions in 2017, 2016 and 2015, the Company wrote off financing costs in the amount of $7,665, $2,618 and $864 respectively. Refer to Note 8 for additional information. The following table presents deferred financing costs as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Deferred financing costs $ 39,782 $ 39,924 Accumulated amortization (33,207 ) (29,530 ) Deferred financing costs, net $ 6,575 $ 10,394 |
Goodwill | Goodwill Goodwill is tested annually for impairment at the reporting segment level, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The impairment testing is first subject to a qualitative assessment which includes a review of macroeconomic conditions, industry and market environments, overall performance of the reporting segment and specific events or changes. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the an impairment loss is recorded for the amount by which the carrying amount (including goodwill) exceeds the reporting segment’s fair values, but not to exceed the total amount of the goodwill allocated to the reporting segment. Refer to Note 7 for additional information. |
Earnings per Share | Earnings per Share Basic and diluted earnings per share is presented for net income (loss) attributable to Fairmount Santrol Holdings Inc. Basic earnings per share is computed by dividing income (loss) available to Fairmount Santrol Holdings Inc. common stockholders by the weighted-average number of outstanding common shares for the period. Diluted earnings per share is computed by increasing the weighted-average number of outstanding common shares to include the additional common shares that would be outstanding after exercise of outstanding stock options and restricted stock units. Potential common shares in the diluted earnings per share calculation are excluded to the extent that they would be anti-dilutive. |
Derivatives and Hedging Activities | Derivatives and Hedging Activities Due to its variable-rate indebtedness, the Company is exposed to fluctuations in interest rates. The Company uses interest rate swaps to manage this exposure. These derivative instruments are recorded on the balance sheet at their fair values. Changes in the fair value of derivatives are recorded each period in current earnings or in other comprehensive income, depending on whether a derivative is designated as part of a hedging relationship and, if it is, depending on the type of hedging relationship. For cash flow hedges in which the Company is hedging the variability of cash flows related to a variable-rate liability, the effective portion of the gain or loss on the derivative instrument is reported in other comprehensive income in the periods during which earnings are impacted by the variability of the cash flows of the hedged item. The ineffective portion of all hedges is recognized in current period earnings. As interest expense is accrued on the debt obligation, amounts in accumulated other comprehensive income (loss) related to the interest rate swaps are reclassified into income to obtain a net cost on the debt obligation equal to the effective yield of the fixed rate of each swap. In the event that an interest rate swap is terminated prior to maturity or no longer qualifies for hedge accounting, gains or losses in accumulated other comprehensive income (loss) remain deferred and are reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings. The Company formally designates and documents instruments at inception that qualify for hedge accounting of underlying exposures in accordance with GAAP. Both at inception and for each reporting period, the Company assesses whether the financial instruments used in hedging transactions are effective in offsetting changes in cash flows of the related underlying exposure. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of all foreign operations are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are reflected as accumulated other comprehensive income (loss) in equity. |
Concentration of Labor | Concentration of Labor Approximately 16% of the Company’s domestic labor force is covered under two union agreements. These agreements were successfully renegotiated during 2016 and expire in 2019. |
Concentration of Credit Risk | Concentration of Credit Risk At December 31, 2017, the Company had two customers whose receivable balances exceed 10% of total receivables. Approximately 30% and 12% of the accounts receivable balance were from these two customers, respectively. At December 31, 2016, the Company had two customers whose receivable balances exceed 10% of total receivables. Approximately 34% and 11% of the accounts receivable balance were from these two customers, respectively. |
Income Taxes | Income Taxes The Company uses the asset and liability method to account for deferred income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax bases. Management reviews the Company’s deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established if management believes it is more likely than not that some portion of the deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change. The Company recognizes a tax benefit associated with an uncertain tax position when the tax position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties accrued related to unrecognized tax uncertainties in income tax expense. |
Asset Retirement Obligation | Asset Retirement Obligation The Company estimates the future cost of dismantling, restoring, and reclaiming operating excavation sites and related facilities in accordance with federal, state, and local regulatory requirements. The Company records the future obligation of reclamation costs, which the Company has determined is not materially different than the present value, as an asset retirement obligation and increases the carrying amount of the related asset by a corresponding amount. The related assets and liability are adjusted for changes resulting from the amount of the original obligation estimate. If the asset retirement obligation is settled for more or less than the carrying amount of the liability, a loss or gain will be recognized, respectively. |
Research and Development (“R&D”) | Research and Development (“R&D”) The Company’s research and development expenses consist of personnel and other direct and indirect costs for internally-funded project development. Total expenses for R&D for the years ended December 31, 2017, 2016, and 2015 were $5,302, $3,703, and $5,036, respectively, and are recorded in selling, general and administrative expenses in the Consolidated Statements of Income (Loss). Total R&D expenditures represented 0.55%, 0.69%, and 0.61% of revenues in 2017, 2016, and 2015, respectively. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) is a separate line within equity that reports the Company’s cumulative income that has not been reported as part of net income. Items that are included in this line are the income or loss from foreign currency translation, actuarial gains and losses and prior service cost related to pension liabilities, and unrealized gains and losses on certain investments or hedges, net of taxes. The components of accumulated other comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. at December 31, 2017 and 2016 were as follows: December 31, 2017 Gross Tax Effect Net Amount Foreign currency translation $ (10,249 ) $ 1,849 $ (8,400 ) Additional pension liability (3,253 ) 1,220 (2,033 ) Unrealized gain (loss) on interest rate hedges (7,283 ) 2,618 (4,665 ) $ (20,785 ) $ 5,687 $ (15,098 ) 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 by component for the year ended December 31, 2017: Year Ended December 31, 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 (129 ) 21 (506 ) (614 ) Amounts reclassified from accumulated other comprehensive income (loss) - 244 4,274 4,518 Ending balance $ (8,400 ) $ (2,033 ) $ (4,665 ) $ (15,098 ) The following table presents the reclassifications out of accumulated other comprehensive income during the year ended December 31, 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 $ 6,656 Interest expense Tax effect (2,382 ) Tax $ 4,274 Net of tax Amortization of pension obligations Actuarial losses $ 244 Cost of sales Total reclassifications for the period $ 4,518 Net of tax |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” or the “Standard”) No. 2016-09 – Compensation – Stock Compensation (Topic 718), In January 2017, the FASB issued ASU No. 2017-04 – Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU – Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU No. 2016-02 – Leases (ASC 842), In March 2017, the FASB issued ASU 2017-07 – Compensation – Retirement Benefits (Topic 715) – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . The ASU requires that an employer report the service cost component in the same line item in the income statement as other compensation costs arising from services rendered by the pertinent employees during the period. The Standard also requires only the service cost component to be eligible for capitalization when applicable. The ASU is effective for annual reporting periods beginning after December 15, 2017 including interim periods within those annual periods with early adoption permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and disclosures. In May 2017, the FASB issued ASU 2017-09 – Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting • The award’s fair value is the same immediately before and after the original award is modified; • The vesting conditions of the modified award are the same immediately before and after the award is modified; and • The classification of the modified award, as either an equity instrument or liability instrument, is the same immediately before and after the award is modified. This guidance is effective beginning after December 15, 2017 and early adoption is permitted and should be applied prospectively. The Company has determined this ASU does not apply to its stock compensation accounting as the Company has not modified existing awards and does not anticipate the need to modify awards in the future. In August 2017, the FASB issued ASU No. 2017-12 – Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities In February 2018, the FASB issued ASU No. 2018-02 – Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and disclosures. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are principally as follows: Land improvements 3-40 years Leasehold improvements 10-20 years Machinery and equipment 2-30 years Buildings and improvements 10-40 years Furniture, fixtures, and other 3-10 years |
Summary of Deferred Financing Costs | The following table presents deferred financing costs as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Deferred financing costs $ 39,782 $ 39,924 Accumulated amortization (33,207 ) (29,530 ) Deferred financing costs, net $ 6,575 $ 10,394 |
Components of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. at December 31, 2017 and 2016 were as follows: December 31, 2017 Gross Tax Effect Net Amount Foreign currency translation $ (10,249 ) $ 1,849 $ (8,400 ) Additional pension liability (3,253 ) 1,220 (2,033 ) Unrealized gain (loss) on interest rate hedges (7,283 ) 2,618 (4,665 ) $ (20,785 ) $ 5,687 $ (15,098 ) 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 by Component | The following table presents the changes in accumulated other comprehensive income by component for the year ended December 31, 2017: Year Ended December 31, 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 (129 ) 21 (506 ) (614 ) Amounts reclassified from accumulated other comprehensive income (loss) - 244 4,274 4,518 Ending balance $ (8,400 ) $ (2,033 ) $ (4,665 ) $ (15,098 ) |
Reclassifications out of Accumulated Other Comprehensive Income | The following table presents the reclassifications out of accumulated other comprehensive income during the year ended December 31, 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 $ 6,656 Interest expense Tax effect (2,382 ) Tax $ 4,274 Net of tax Amortization of pension obligations Actuarial losses $ 244 Cost of sales Total reclassifications for the period $ 4,518 Net of tax |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | At December 31, 2017 and 2016, inventories consisted of the following: December 31, 2017 December 31, 2016 Raw materials $ 7,412 $ 7,465 Work-in-process 14,819 12,681 Finished goods 48,931 33,760 71,162 53,906 Less: LIFO reserve (634 ) (1,256 ) Inventories, net $ 70,528 $ 52,650 |
Property, Plant, and Equipmen35
Property, Plant, and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | At December 31, 2017 and 2016, property, plant, and equipment consisted of the following: December 31, 2017 December 31, 2016 Land and improvements $ 85,012 $ 82,991 Mineral reserves and mine development 310,923 250,566 Machinery and equipment 590,584 577,093 Buildings and improvements 186,466 187,458 Furniture, fixtures, and other 3,478 3,415 Construction in progress 54,661 6,748 1,231,124 1,108,271 Accumulated depletion and depreciation (445,611 ) (380,536 ) Property, plant, and equipment, net $ 785,513 $ 727,735 |
Schedule of Cost and Related Accumulated Depreciation of Capital Leased Assets | All of the Company’s capital leases are categorized as machinery and equipment. The depreciation of capital leases is recorded in depreciation, depletion, and amortization expenses in the Consolidated Statements of Income (Loss). Their cost and related accumulated depreciation in the balance sheet are as follows: December 31, 2017 December 31, 2016 Cost $ 29,098 $ 18,350 Accumulated depreciation (14,854 ) (10,994 ) Net book value $ 14,244 $ 7,356 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | At December 31, 2017 and 2016, accrued expenses consisted of the following: December 31, 2017 December 31, 2016 Accrued payroll and fringe benefits $ 11,233 $ 6,657 Accrued bonus 37,166 3,897 Accrued income taxes 504 421 Accrued real estate taxes 5,098 4,821 Accrued leasehold interest payments 10,000 - Other accrued expenses 10,006 10,314 Accrued expenses $ 74,007 $ 26,110 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Acquired Intangible Assets | Information regarding acquired intangible assets as of December 31, 2017 and 2016 is as follows: December 31, 2017 Gross Accumulated Intangible Carrying Amount Amortization Assets, net Acquired technology and patents $ 65,788 $ (3,289 ) $ 62,499 Supply agreement 50,700 (19,942 ) 30,758 Other intangible assets 573 (562 ) 11 Intangible assets $ 117,061 $ (23,793 ) $ 93,268 December 31, 2016 Gross Accumulated Intangible Carrying Amount Amortization Assets, net Acquired technology and patents $ 60,115 $ - $ 60,115 Supply agreement 50,700 (15,548 ) 35,152 Other intangible assets 573 (499 ) 74 Intangible assets $ 111,388 $ (16,047 ) $ 95,341 |
Summary of Estimated Future Amortization Expense Related to Intangible Assets | Estimated future amortization expense related to intangible assets at December 31, 2017 is as follows: Amortization 2018 $ 7,694 2019 7,683 2020 7,683 2021 7,683 2022 7,683 Thereafter 54,842 Total $ 93,268 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | At December 31, 2017 and 2016, long-term debt consisted of the following: December 31, 2017 December 31, 2016 Term Loan B $ 688,990 $ - Term B-2 Loans - 719,632 Extended Term B-1 Loans - 117,634 Industrial Revenue Bond 10,000 10,000 ABL Revolver, Revolving Credit Facility, and other 45,073 88 Capital leases, net 9,884 3,634 Deferred financing costs, net (5,017 ) (7,975 ) 748,930 843,013 Less: current portion (19,189 ) (10,707 ) Long-term debt including leases $ 729,741 $ 832,306 |
Maturities of Long-Term Debt | Maturities of long-term debt are as follows: Capital Lease Obligations Lease Less Present Other Aggregate Payment Interest Value Term Debt Maturities of Debt Year Ended: 2018 $ 4,346 $ 270 $ 4,076 $ 17,517 $ 21,593 2019 3,886 149 3,737 17,518 21,255 2020 2,052 36 2,016 26,269 28,285 2021 55 - 55 35,019 35,074 2022 - - - 648,750 648,750 Thereafter - - - 10,000 10,000 Subtotal 10,339 455 9,884 755,073 764,957 Less: unamortized discount - - - (11,010 ) (11,010 ) Total $ 10,339 $ 455 $ 9,884 $ 744,063 $ 753,947 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2017, 2016, and 2015, respectively: Year Ended December 31, 2017 2016 2015 Numerator: Net income (loss) attributable to Fairmount Santrol Holdings Inc. $ 53,788 $ (140,192 ) $ (92,135 ) Denominator: Basic weighted average shares outstanding 223,993 179,429 161,297 Dilutive effect of employee stock options, RSUs, and PRSUs 5,091 - - Diluted weighted average shares outstanding 229,084 179,429 161,297 Earnings (loss) per common share – basic $ 0.24 $ (0.78 ) $ (0.57 ) Earnings (loss) per common share – diluted $ 0.23 $ (0.78 ) $ (0.57 ) |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivatives, Fair Value [Line Items] | |
Fair Values of Derivative Instrument and Respective Classification in Condensed Consolidated Balance Sheets | The following table summarizes the fair values and the respective classification in the Consolidated Balance Sheets as of December 31, 2017 and 2016: Assets (Liabilities) Interest Rate Swap Agreements Balance Sheet Classification December 31, 2017 December 31, 2016 Designated as cash flow hedges Other long-term liabilities $ - $ (14,488 ) Non-qualifying cash flow hedge Other long-term liabilities (3,208 ) - Designated as cash flow hedges Other assets - 39 $ (3,208 ) $ (14,449 ) |
Designated as Cash Flow Hedges [Member] | |
Derivatives, Fair Value [Line Items] | |
Schedule of Interest Expense Recognized on Derivative | The Company recognized in interest expense the following in the years ended December 31, 2017, 2016, and 2015, respectively, in order to represent the ineffective portion of interest rate swap agreements designated as hedges and interest rate swap agreements no longer qualifying for hedge accounting treatment: Derivatives Designated as Location of (Gain) Loss ASC 815-20 Cash Flow Recognized in Income on Year Ended December 31, Hedging Relationships Derivative (Ineffective Portion) 2017 2016 2015 Interest rate swap agreements Interest expense $ (78 ) $ (7 ) $ (51 ) $ (78 ) $ (7 ) $ (51 ) |
Derivatives Not Designated as Cash Flow Hedges [Member] | |
Derivatives, Fair Value [Line Items] | |
Schedule of Interest Expense Recognized on Derivative | Derivatives Not Designated as ASC 815-20 Cash Flow Location of (Gain) Loss Year Ended December 31, Hedging Relationships Recognized in Income on Derivative 2017 2016 2015 Interest rate swap agreements Interest expense $ 537 $ - $ - $ 537 $ - $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value for Long-term Debt | . The following table presents the fair value as of December 31, 2017 and 2016, respectively, 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 December 31, 2017 Term Loan B $ - $ 708,750 $ - $ 708,750 $ - $ 708,750 $ - $ 708,750 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 December 31, 2017 and 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 December 31, 2017 Interest rate swap agreements $ - $ (3,208 ) $ - $ (3,208 ) $ - $ (3,208 ) $ - $ (3,208 ) December 31, 2016 Interest rate swap agreements $ - $ (14,449 ) $ - $ (14,449 ) $ - $ (14,449 ) $ - $ (14,449 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) Before Provision (Benefit) Income Taxes | Income (loss) before provision (benefit) for income taxes includes the following components: 2017 2016 2015 United States $ 44,523 $ (237,486 ) $ (94,746 ) Foreign 4,896 (2,080 ) 877 Total $ 49,419 $ (239,566 ) $ (93,869 ) |
Schedule of Components of Provision (benefit) for Income Taxes | The components of the provision (benefit) for income taxes are as follows: 2017 2016 2015 Federal $ (933 ) $ (19,056 ) $ (23,515 ) State and local 197 674 359 Foreign 1,226 907 1,396 Subtotal 490 (17,475 ) (21,760 ) Change in deferred taxes (5,156 ) (81,966 ) 19,821 Total $ (4,666 ) $ (99,441 ) $ (1,939 ) |
Reconciliation of Statutory Federal Income Tax Rate to Company's Effective Tax Rate | The effective tax rate for 2017 was a provision on income, while 2016 and 2015 were provisions on losses. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: 2017 2016 2015 U.S. statutory rate 35.0% 35.0% 35.0% Increase (decrease) resulting from: State income taxes, net (2.3 ) 1.5 0.2 Foreign tax rate differential and adjustment (1.2 ) (0.1 ) 0.1 U.S. statutory depletion (30.2 ) 3.7 9.7 Manufacturers' deduction 0.0 (0.1 ) (4.0 ) Unremitted foreign earnings (2.3 ) 0.2 (4.1 ) Goodwill impairment 0.0 0.0 (6.2 ) Valuation allowance 12.4 (4.4 ) (27.6 ) Deferred tax impact from Tax Reform 4.6 0.0 0.0 Change in valuation allowance from Tax Reform (24.5 ) 0.0 0.0 Loss carryback 0.0 6.6 0.0 Other items, net (0.9 ) (0.9 ) (1.0 ) Effective rate -9.4% 41.5% 2.1% |
Schedule of Components of Net Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities as of December 31, 2017 and 2016 are as follows: 2017 2016 Deferred tax assets Accrued expenses $ 5,399 $ 2,771 Inventory 601 775 Stock compensation 13,733 18,784 Deferred compensation 564 1,039 Interest rate derivatives 667 5,189 Pension 2,211 3,210 Intangibles 6,146 11,401 Unremitted foreign earnings 1,292 - Foreign tax credit carryforwards 1,210 1,662 Alternative minimum tax credit carryforwards 5,439 6,509 Research and experimentation tax credit carryforwards 616 540 Net operating loss carryforwards 45,189 72,901 Other assets 799 1,985 Total deferred tax assets before valuation allowance 83,866 126,766 Valuation allowance (20,220 ) (21,959 ) Total deferred tax assets after valuation allowance 63,646 104,807 Deferred tax liabilities Property, plant, and equipment (65,941 ) (107,089 ) Unremitted foreign earnings - (905 ) Other liabilities (961 ) (2,626 ) Total deferred tax liabilities (66,902 ) (110,620 ) Net deferred tax assets (liabilities) $ (3,256 ) $ (5,813 ) |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2017 2016 2015 Unrecognized tax benefits balance - January 1 $ 3,018 $ 5,200 $ 5,327 Increases (decreases) for tax positions in prior years (811 ) (2,685 ) (222 ) Increases (decreases) for tax positions in current year 158 503 95 Unrecognized tax benefits balance - December 31 $ 2,365 $ 3,018 $ 5,200 |
Common Stock and Stock-Based 43
Common Stock and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Fair Value Assumptions Based on Black-Scholes-Merton Options-Pricing Model | The weighted-average fair value of RSUs granted during the years ended December 31, 2017, 2016, and 2015 was $9.83, $2.42, and $8.80, respectively, based on the closing price of the underlying share as of the grant date. The weighted-average fair value of PRSUs granted during the year ended December 31, 2017 and 2016 was $9.87 and $2.27, respectively. There were no PRSUs granted in 2015. The weighted-average fair value of options granted during the years ended December 31, 2017, 2016, and 2015 was $9.73, $2.24, and $8.79, respectively, based on the Black-Scholes-Merton options-pricing model, with the following assumptions: 2017 2016 2015 Dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 91.52 % 97.47 % 45.61 % Risk-free interest rate 1.92 - 2.14 % 1.26 - 1.47 % 1.65 - 2.03 % Expected option life 6.0 years 6.0 years 6.5 years |
Summary of Share Based Compensation Activity of Option and Non-option Instruments | Awards activity during 2017 was as follows: 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 (364 ) 2.32 (251 ) 2.62 - - Forfeited (254 ) 8.13 (68 ) 6.38 (16 ) 3.54 Expired (51 ) 15.41 - - - - Outstanding at December 31, 2017 13,393 $ 6.63 1,517 $ 6.63 584 $ 4.10 Exercisable at December 31, 2017 8,261 $ 4.76 - $ - - $ - |
Defined Benefit Plans (Tables)
Defined Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Summary of Assumptions Used to Determine the Company's Obligations | The following assumptions were used to determine the Company’s obligations under the plans: Wedron Pension Troy Grove Pension 2017 2016 2017 2016 Discount rate 4.00 % 4.00 % 4.25 % 4.25 % Long-term rate of return on plan assets 7.40 % 7.40 % 7.40 % 7.40 % |
Summary of Defined Benefit Plans | Benefits under the Wedron plan were frozen effective December 31, 2012. Benefits under the Troy Grove plan were frozen effective December 31, 2016. During 2016, the Troy Grove plan was amended to allow unreduced retirement benefits for certain plan participants. The $181 impact of this amendment was recognized in expense in 2016. The plans were underfunded by $1,797 and $2,096 as of December 31, 2017 and 2016, respectively, as shown below: 2017 2016 Change in benefit obligation Benefit obligation at beginning of year $ 9,067 $ 8,812 Service cost - 84 Interest cost 356 348 Actuarial loss (gain) 495 (82 ) Benefit payments (301 ) (276 ) Plan amendments - 181 Benefit obligation at end of year $ 9,617 $ 9,067 Change in plan assets Fair value of plan assets at beginning of year $ 6,971 $ 6,613 Actual return on plan assets 1,093 558 Employer contributions 57 76 Benefit payments (301 ) (276 ) Fair value of plan assets at end of year $ 7,820 $ 6,971 Accrued benefit cost $ (1,797 ) $ (2,096 ) |
Schedule of Net Periodic Benefit Cost | The following relates to the defined benefit plans for the years ended December 31, 2017, 2016, and 2015, respectively: Year Ended December 31, 2017 2016 2015 Components of net periodic benefit cost Service cost $ - $ 84 $ 108 Interest cost 356 348 340 Expected return on plan assets (508 ) (480 ) (508 ) Amortization of prior service cost - - 16 Amortization of net actuarial loss 244 265 280 Curtailment - 182 - Net periodic benefit cost $ 92 $ 399 $ 236 Year Ended December 31, 2017 2016 2015 Changes in other comprehensive income (loss) Net actuarial gain (loss) $ 92 $ 158 $ (75 ) Amortization of prior service cost - - 16 Amortization of net actuarial gain 244 265 280 Curtailment - 182 - Deferred tax asset (71 ) (180 ) (124 ) Other comprehensive income $ 265 $ 425 $ 97 |
Summary of Estimated Future Benefit Payment | Benefits expected to be paid out over the next ten years: Year Ending Benefit 2018 $ 390 2019 412 2020 442 2021 466 2022 496 2023-2027 2,620 |
Summary of Fair Value Measurements for Assets Held in Benefit Plans | Fair value measurements for assets held in the benefit plans as of December 31, 2017 are as follows: Quoted Other in Active Observable Unobservable Markets Inputs Inputs Balance at (Level 1) (Level 2) (Level 3) December 31, 2017 Cash $ 93 $ - $ - $ 93 Fixed income 2,079 - - 2,079 Equity 5,648 - - 5,648 $ 7,820 $ - $ - $ 7,820 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Lease Payments Under Long-term Operating Lease Obligations | Minimum lease payments, primarily for railcars, equipment, office leases, and terminals due under the long-term operating lease obligations are shown below. The table below includes railcar leases, which comprise substantially all of the Company’s equipment lease obligations, as well as purchase commitments for guaranteed minimum payments for certain third party terminal operators, which are included in the real estate obligations below: Equipment Real Estate Total 2018 $ 41,449 $ 15,994 $ 57,443 2019 41,689 15,695 57,384 2020 33,600 12,303 45,903 2021 30,263 9,978 40,241 2022 28,845 5,664 34,509 Thereafter 60,254 15,723 75,977 Total $ 236,100 $ 75,357 $ 311,457 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Summarized Financial Information for Reportable Segments | Year Ended December 31, 2017 2016 2015 Revenues Proppant Solutions $ 834,749 $ 416,144 $ 710,083 Industrial & Recreational Products 125,046 118,869 118,626 Total revenues 959,795 535,013 828,709 Segment gross profit Proppant Solutions 244,042 26,501 175,226 Industrial & Recreational Products 55,995 48,798 44,638 Total segment gross profit 300,037 75,299 219,864 Operating expenses excluded from segment gross profit Selling, general, and administrative 113,240 79,140 85,191 Depreciation, depletion, and amortization 79,144 72,276 66,754 Goodwill and other asset impairments - 93,148 87,476 Restructuring charges - 1,155 9,221 Other operating (income) expense (1,072 ) 8,899 1,357 Interest expense 56,408 65,367 62,242 Loss (gain) on debt repurchase and extinguishment, net 2,898 (5,110 ) - Other non-operating expense (income) - (10 ) 1,492 Income (loss) before benefit from income taxes $ 49,419 $ (239,566 ) $ (93,869 ) |
Restructuring and Other Charg47
Restructuring and Other Charges (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |
Summary of Restructuring and Other Costs Recognized | A summary of the restructuring and other costs recognized for the years ended December 31, 2017, 2016, and 2015, respectively, is as follows: Year Ended December 31, 2017 2016 2015 Restructuring charges Workforce reduction costs, including one-time severance payments $ - $ 1,155 $ 1,682 Other exit costs, including multiemployer pension plan withdrawal liability and additional cash costs to exit facilities - - 7,539 Total restructuring charges $ - $ 1,155 $ 9,221 |
Summary of Restructuring and Other Costs by Operating Segment | A summary of the restructuring and other costs by operating segment for the years ended December 31, 2017, 2016, and 2015, respectively, is as follows: Year Ended December 31, 2017 2016 2015 Restructuring charges Proppant Solutions $ - $ - $ 1,162 Industrial & Recreational Products - - 6,377 Corporate - 1,155 1,682 Total restructuring charges $ - $ 1,155 $ 9,221 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Summary of Revenue and Long-lived Assets | The following tables show total Company revenues and long-lived assets. Revenues are attributed to geographic regions based on the selling location. Long-lived assets are located in the respective geographic regions. Year Ended December 31, 2017 2016 2015 Revenues Domestic $ 943,926 $ 522,870 $ 798,750 International 15,869 12,143 29,959 Total revenues $ 959,795 $ 535,013 $ 828,709 December 31, 2017 December 31, 2016 December 31, 2015 Long-lived assets Domestic $ 783,482 $ 725,280 $ 867,352 International 2,031 2,455 3,645 Long-lived assets $ 785,513 $ 727,735 $ 870,997 |
Quarterly Financial Data (Una49
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | The following tables set forth the Company’s unaudited quarterly consolidated statements of operations for each of the last four quarters for the periods ended December 31, 2017 and 2016. This unaudited quarterly information has been prepared on the same basis as the Company’s annual audited financial statements and includes all adjustments, consisting only of normal recurring adjustments that are necessary to present fairly the financial information for the fiscal quarters presented. First Quarter Second Third Quarter Fourth Quarter 2017: Revenues $ 172,583 $ 233,226 $ 280,050 $ 273,936 Cost of goods sold 131,752 163,136 180,582 184,288 Operating expenses 40,852 46,064 49,685 54,711 Interest expense, net 12,537 12,983 12,110 18,778 Loss on debt extinguishment, net - - - 2,898 (Benefit) provision for income taxes (1,148 ) 520 2,754 (6,792 ) Net (loss) income (11,410 ) 10,523 34,919 20,053 Net income (loss) attributable to the non-controlling interest 178 40 (25 ) 104 Net (loss) income attributable to Fairmount Santrol Holdings Inc. (11,588 ) 10,483 34,944 19,949 (Loss) earnings per share, basic $ (0.05 ) $ 0.05 $ 0.16 $ 0.09 (Loss) earnings per share, diluted $ (0.05 ) $ 0.05 $ 0.15 $ 0.09 Weighted average number of shares outstanding, basic 223,739 224,015 224,082 224,130 Weighted average number of shares outstanding, diluted 223,739 228,184 226,400 228,242 First Second Third Quarter Fourth Quarter 2016: Revenues $ 145,458 $ 114,249 $ 134,775 $ 140,531 Cost of goods sold 118,464 114,129 114,873 112,248 Operating expenses 37,270 134,403 44,363 38,582 Interest expense, net 17,262 16,606 16,175 15,324 Gain on repurchase of debt, net - - - (5,110 ) Other non-operating income (5 ) - - (5 ) Benefit for income taxes (15,754 ) (63,019 ) (20,013 ) (655 ) Net loss (11,779 ) (87,870 ) (20,623 ) (19,853 ) Net income (loss) attributable to the non-controlling interest (3 ) 16 2 52 Net loss attributable to Fairmount Santrol Holdings Inc. (11,776 ) (87,886 ) (20,625 ) (19,905 ) Loss per share, basic $ (0.07 ) $ (0.54 ) $ (0.11 ) $ (0.09 ) Loss per share, diluted $ (0.07 ) $ (0.54 ) $ (0.11 ) $ (0.09 ) Weighted average number of shares outstanding, basic 161,446 161,647 183,620 212,609 Weighted average number of shares outstanding, diluted 161,446 161,647 183,620 212,609 |
Organization - Additional Infor
Organization - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017SegmentCountry | |
Organization [Line Items] | |
Number of reportable segments | Segment | 2 |
Number of countries in which Proppant solutions business serves | Country | 7 |
Technimat LLC [Member] | |
Organization [Line Items] | |
Ownership percentage in subsidiary company | 90.00% |
Santrol (Yixing) Proppant Co [Member] | |
Organization [Line Items] | |
Ownership percentage in subsidiary company | 70.00% |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2017USD ($)Labor_UnionsCustomer | Dec. 31, 2016USD ($)Customer | Dec. 31, 2015USD ($) | |
Significant Of Accounting Policies [Line Items] | |||
Allowance for doubtful accounts | $ 2,003,000 | $ 3,055,000 | |
Higher inventories valuation using FIFO | $ 634,000 | $ 1,256,000 | |
Inventory percentage | 22.00% | 21.00% | |
Adjustments to increase the inventory reserve | $ 1,266,000 | $ 10,302,000 | $ 1,591,000 |
Provision for depreciation | 0 | ||
Interest cost capitalized | 1,063,000 | 1,380,000 | 4,903,000 |
Depreciation and depletion expense | 71,397,000 | 67,614,000 | 62,218,000 |
Deferred revenue | 5,660,000 | 75,000 | |
Financing costs write off | $ 7,665,000 | $ 2,618,000 | 864,000 |
Number of customer | Customer | 2 | 2 | |
Selling, General and Administrative Expenses [Member] | |||
Significant Of Accounting Policies [Line Items] | |||
Total expense for research and development | $ 5,302,000 | $ 3,703,000 | $ 5,036,000 |
Expires in 2019 [Member] | |||
Significant Of Accounting Policies [Line Items] | |||
Number of union Agreements | Labor_Unions | 2 | ||
Contract expire date | 2,019 | ||
Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | |||
Significant Of Accounting Policies [Line Items] | |||
Accounts receivable, percentage | 16.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Significant Of Accounting Policies [Line Items] | |||
Accounts receivable, percentage | 10.00% | 10.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Significant Of Accounting Policies [Line Items] | |||
Accounts receivable, percentage | 30.00% | 34.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Significant Of Accounting Policies [Line Items] | |||
Accounts receivable, percentage | 12.00% | 11.00% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Significant Of Accounting Policies [Line Items] | |||
Accounts receivable, percentage | 20.00% | 30.00% | 25.00% |
Revenues [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Significant Of Accounting Policies [Line Items] | |||
Accounts receivable, percentage | 14.00% | 12.00% | 18.00% |
Revenues [Member] | Research And Development Concentration Risk [Member] | |||
Significant Of Accounting Policies [Line Items] | |||
Accounts receivable, percentage | 0.55% | 0.69% | 0.61% |
Maximum [Member] | |||
Significant Of Accounting Policies [Line Items] | |||
Debt instrument maturity period | 3 months | ||
Minimum [Member] | |||
Significant Of Accounting Policies [Line Items] | |||
Tax benefit recognition, threshold limit | 50.00% |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Land Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 3 years |
Land Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 40 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 10 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 20 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 2 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 30 years |
Buildings and Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 10 years |
Buildings and Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 40 years |
Furniture, Fixtures and Other [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 3 years |
Furniture, Fixtures and Other [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 10 years |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Summary of Deferred Financing Costs (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Finance Costs Net [Abstract] | ||
Deferred financing costs | $ 39,782 | $ 39,924 |
Accumulated amortization | (33,207) | (29,530) |
Deferred financing costs, net | $ 6,575 | $ 10,394 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Components of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | $ (20,785) | $ (27,539) |
Accumulated other comprehensive income (loss), Tax Effect | 5,687 | 8,537 |
Accumulated other comprehensive income (loss) | (15,098) | (19,002) |
Foreign Currency Translation [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | (10,249) | (10,804) |
Accumulated other comprehensive income (loss), Tax Effect | 1,849 | 2,533 |
Accumulated other comprehensive income (loss) | (8,400) | (8,271) |
Additional Pension Liability [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | (3,253) | (3,589) |
Accumulated other comprehensive income (loss), Tax Effect | 1,220 | 1,291 |
Accumulated other comprehensive income (loss) | (2,033) | (2,298) |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income (loss), Gross | (7,283) | (13,146) |
Accumulated other comprehensive income (loss), Tax Effect | 2,618 | 4,713 |
Accumulated other comprehensive income (loss) | $ (4,665) | $ (8,433) |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Changes in Accumulated Other Comprehensive Income by Component (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | $ 251,120 |
Other comprehensive income (loss) before reclassifications | (614) |
Amounts reclassified from accumulated other comprehensive income (loss) | 4,518 |
Ending balances | 320,294 |
Foreign Currency Translation [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (8,271) |
Other comprehensive income (loss) before reclassifications | (129) |
Ending balances | (8,400) |
Additional Pension Liability [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (2,298) |
Other comprehensive income (loss) before reclassifications | 21 |
Amounts reclassified from accumulated other comprehensive income (loss) | 244 |
Ending balances | (2,033) |
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 | (506) |
Amounts reclassified from accumulated other comprehensive income (loss) | 4,274 |
Ending balances | (4,665) |
Accumulated Other Comprehensive Income (Loss) [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (19,002) |
Ending balances | $ (15,098) |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Reclassifications out of Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Interest expense | $ 18,778 | $ 12,110 | $ 12,983 | $ 12,537 | $ 15,324 | $ 16,175 | $ 16,606 | $ 17,262 | $ 56,408 | $ 65,367 | $ 62,242 |
Income (loss) before benefit from income taxes | 49,419 | (239,566) | (93,869) | ||||||||
Tax expense | 6,792 | (2,754) | (520) | 1,148 | 655 | 20,013 | 63,019 | 15,754 | 4,666 | 99,441 | 1,939 |
Net income (loss) | 20,053 | 34,919 | 10,523 | (11,410) | (19,853) | (20,623) | (87,870) | (11,779) | 54,085 | (140,125) | (91,930) |
Cost of sales | $ 184,288 | $ 180,582 | $ 163,136 | $ 131,752 | $ 112,248 | $ 114,873 | $ 114,129 | $ 118,464 | 659,758 | $ 459,714 | $ 608,845 |
Reclassification Out of Accumulated Other Comprehensive Income (Loss) [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Net income (loss) | 4,518 | ||||||||||
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 | 6,656 | ||||||||||
Tax expense | (2,382) | ||||||||||
Net income (loss) | 4,274 | ||||||||||
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 | $ 244 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 7,412 | $ 7,465 |
Work-in-process | 14,819 | 12,681 |
Finished goods | 48,931 | 33,760 |
Inventory gross | 71,162 | 53,906 |
Less: LIFO reserve | (634) | (1,256) |
Inventories, net | $ 70,528 | $ 52,650 |
Property, Plant, and Equipmen58
Property, Plant, and Equipment, net - Schedule of Property, Plant, and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | $ 1,231,124 | $ 1,108,271 | |
Accumulated depletion and depreciation | (445,611) | (380,536) | |
Property, plant, and equipment, net | 785,513 | 727,735 | $ 870,997 |
Land and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 85,012 | 82,991 | |
Mineral Reserves and Mine Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 310,923 | 250,566 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 590,584 | 577,093 | |
Buildings and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 186,466 | 187,458 | |
Furniture, Fixtures and Other [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 3,478 | 3,415 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | $ 54,661 | $ 6,748 |
Property, Plant, and Equipmen59
Property, Plant, and Equipment, net - Schedule of Cost and Related Accumulated Depreciation of Capital Leased Assets (Detail) - Machinery and Equipment [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Capital Leased Assets [Line Items] | ||
Cost | $ 29,098 | $ 18,350 |
Accumulated depreciation | (14,854) | (10,994) |
Net book value | $ 14,244 | $ 7,356 |
Property, Plant, and Equipmen60
Property, Plant, and Equipment, net - Additional Information (Detail) | Jun. 18, 2017USD ($)a | Oct. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Property, Plant and Equipment [Line Items] | |||||
Asset impairments | $ 0 | $ 93,148,000 | $ 18,230,000 | ||
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 | ||||
Operating lease installment payment | $ 10,000,000 | ||||
Contingent leasehold Interest payments | 10,000,000 | ||||
Property, plant and equipment, disposed | $ 988,000 | ||||
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 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accrued payroll and fringe benefits | $ 11,233 | $ 6,657 |
Accrued bonus | 37,166 | 3,897 |
Accrued income taxes | 504 | 421 |
Accrued real estate taxes | 5,098 | 4,821 |
Accrued leasehold interest payments | 10,000 | |
Other accrued expenses | 10,006 | 10,314 |
Accrued expenses | $ 74,007 | $ 26,110 |
Goodwill and Intangible Asset62
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 15,301 | $ 15,301 | ||
Description of impairment loss in the goodwill | Company concluded that the goodwill attributable to the Proppant Solutions segment was fully impaired in the three months ended December 31, 2015 | |||
Amortization expense of intangible assets | $ 7,747 | 4,662 | $ 4,537 | |
SSP Acquisition [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Asset acquisition additional purchase price | 5,674 | 3,794 | ||
Asset acquisition additional purchase price paid | 5,458 | |||
Asset acquisition additional purchase price accrued | $ 4,010 | |||
Useful life of intangible asset | 20 years | |||
Supply Agreement [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Useful life of acquired intangible assets | 10 years | |||
Industrial & Recreational Products [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 15,301 | $ 15,301 | ||
Proppant Solutions [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Goodwill impairment charges | $ 69,246 |
Goodwill and Intangible Asset63
Goodwill and Intangible Assets - Summary of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 117,061 | $ 111,388 |
Accumulated Amortization | (23,793) | (16,047) |
Intangible Assets, net | 93,268 | 95,341 |
Acquired Technology and Patents [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 65,788 | 60,115 |
Accumulated Amortization | (3,289) | |
Intangible Assets, net | 62,499 | 60,115 |
Supply Agreement [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50,700 | 50,700 |
Accumulated Amortization | (19,942) | (15,548) |
Intangible Assets, net | 30,758 | 35,152 |
Other Intangible Assets [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 573 | 573 |
Accumulated Amortization | (562) | (499) |
Intangible Assets, net | $ 11 | $ 74 |
Goodwill and Intangible Asset64
Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expense Related to Intangible Assets (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,018 | $ 7,694 |
2,019 | 7,683 |
2,020 | 7,683 |
2,021 | 7,683 |
2,022 | 7,683 |
Thereafter | 54,842 |
Total | $ 93,268 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Industrial Revenue Bond | $ 10,000 | $ 10,000 |
ABL Revolver, Revolving Credit Facility, and other | 45,073 | 88 |
Capital leases, net | 9,884 | 3,634 |
Deferred financing costs, net | (6,575) | (10,394) |
Long term debt | 748,930 | 843,013 |
Less: current portion | (19,189) | (10,707) |
Long-term debt including leases | 729,741 | 832,306 |
Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Term Loans | 688,990 | |
Term B-2 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Term Loans | 719,632 | |
Extended Term B-1 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Term Loans | 117,634 | |
Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Deferred financing costs, net | $ (5,017) | $ (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 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | 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 | $ 5,110,000 | ||||||||||
Write-off of unamortized capitalized debt issuance costs | 389,000 | $ 389,000 | $ 2,618,000 | $ 864,000 | ||||||||
Proceeds from revolving credit facility | 50,000,000 | |||||||||||
Loss on extinguishment of debt | $ 2,898,000 | $ 2,898,000 | ||||||||||
Loss on debt modification | $ 4,733,000 | |||||||||||
Outstanding letters of credit | 15,558,000 | 15,558,000 | ||||||||||
Amount withheld for collateral | $ 1,026,000 | $ 1,026,000 | ||||||||||
Barclays Capital Inc [Member] | Term Loan B [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, frequency of periodic payment | quarterly | |||||||||||
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% | |||||||||||
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. | |||||||||||
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% | |||||||||||
Change in control description | In the event of a change in control of 35% or more of the voting interests of the Company and at the request of the lenders, the unpaid principal and interest of the Term Loan B may become immediately due and payable. | |||||||||||
Debt instrument, interest rate | 7.70% | 7.70% | ||||||||||
Minimum [Member] | Barclays Capital Inc [Member] | Term Loan B [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Voting interests | 35.00% | |||||||||||
Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument term | 3 months | |||||||||||
LIBOR [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% | |||||||||||
ABL Revolver [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 | |||||||||||
Proceeds from revolving credit facility | $ 50,000,000 | |||||||||||
Debt instrument, frequency of periodic payment | quarterly | |||||||||||
Debt instrument, maturity date, description | If the Term Loan B is still outstanding, then any balance outstanding under the ABL Revolver is due on May 1, 2022. | |||||||||||
Minimum fixed charge coverage ratio | 110.00% | |||||||||||
Debt instrument, interest rate | 3.30% | 3.30% | ||||||||||
Available capacity remaining on the revolving credit facility | $ 63,416,000 | $ 63,416,000 | ||||||||||
ABL Revolver [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] | 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] | PNC Capital Markets LLC [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable margin on interest rate | 1.50% | |||||||||||
ABL Revolver [Member] | LIBOR [Member] | Maximum [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] | PNC Capital Markets LLC [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable margin on interest rate | 0.50% | |||||||||||
ABL Revolver [Member] | Daily LIBOR [Member] | PNC Capital Markets LLC [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable margin on interest rate | 1.00% | |||||||||||
Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate | 4.70% | 4.70% | ||||||||||
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% | |||||||||||
Debt instrument, interest rate | 4.50% | 4.50% | ||||||||||
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% | |||||||||||
Debt instrument, interest rate | 4.50% | 4.50% | ||||||||||
Industrial Revenue Bond [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument borrowings, maturity date | Sep. 1, 2027 | |||||||||||
Debt instrument, interest rate | 1.46% | 0.80% | 1.46% | 0.80% | ||||||||
Debt instrument face amount | $ 10,000,000 | $ 10,000,000 | ||||||||||
Letter of credit | $ 10,000,000 | $ 10,000,000 |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of Long-term debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Capital Lease Obligations, Lease Payment, 2018 | $ 4,346 | |
Capital Lease Obligations, Lease Payment, 2019 | 3,886 | |
Capital Lease Obligations, Lease Payment, 2020 | 2,052 | |
Capital Lease Obligations, Lease Payment, 2021 | 55 | |
Capital Lease Obligations, Lease Payment, 2022 | 0 | |
Capital Lease Obligations, Lease Payment, Thereafter | 0 | |
Capital Lease Obligations, Lease Payment, Total | 10,339 | |
Capital Lease Obligations, Less Interest, 2018 | 270 | |
Capital Lease Obligations, Less Interest, 2019 | 149 | |
Capital Lease Obligations, Less Interest, 2020 | 36 | |
Capital Lease Obligations, Less Interest, 2021 | 0 | |
Capital Lease Obligations, Less Interest, 2022 | 0 | |
Capital Lease Obligations, Less Interest, Thereafter | 0 | |
Capital Lease Obligations, Less Interest, Total | 455 | |
Capital Lease Obligations, Present Value, 2018 | 4,076 | |
Capital Lease Obligations, Present Value, 2019 | 3,737 | |
Capital Lease Obligations, Present Value, 2020 | 2,016 | |
Capital Lease Obligations, Present Value, 2021 | 55 | |
Capital Lease Obligations, Present Value, 2022 | 0 | |
Capital Lease Obligations, Present Value, Thereafter | 0 | |
Capital Lease Obligations, Present Value, Total | 9,884 | |
Less: unamortized discount | (11,010) | |
Long term debt | 748,930 | $ 843,013 |
Aggregate Maturities of Debt, 2018 | 21,593 | |
Aggregate Maturities of Debt, 2019 | 21,255 | |
Aggregate Maturities of Debt, 2020 | 28,285 | |
Aggregate Maturities of Debt, 2021 | 35,074 | |
Aggregate Maturities of Debt, 2022 | 648,750 | |
Aggregate Maturities of Debt, Thereafter | 10,000 | |
Aggregate Maturities of Debt, Gross | 764,957 | |
Aggregate Maturities of Debt, Total | 753,947 | |
Other Long-term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Other Long-Term Debt, 2018 | 17,517 | |
Other Long-Term Debt, 2019 | 17,518 | |
Other Long-Term Debt, 2020 | 26,269 | |
Other Long-Term Debt, 2021 | 35,019 | |
Other Long-Term Debt, 2022 | 648,750 | |
Other Long-Term Debt, Thereafter | 10,000 | |
Long-term debt, gross | 755,073 | |
Less: unamortized discount | (11,010) | |
Long term debt | $ 744,063 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Net income (loss) attributable to Fairmount Santrol Holdings Inc. | $ 19,949 | $ 34,944 | $ 10,483 | $ (11,588) | $ (19,905) | $ (20,625) | $ (87,886) | $ (11,776) | $ 53,788 | $ (140,192) | $ (92,135) |
Denominator: | |||||||||||
Basic weighted average shares outstanding | 224,130,000 | 224,082,000 | 224,015,000 | 223,739,000 | 212,609,000 | 183,620,000 | 161,647,000 | 161,446,000 | 223,993,000 | 179,429,000 | 161,297,000 |
Dilutive effect of employee stock options, RSUs, and PRSUs | 5,091,000 | 0 | 0 | ||||||||
Diluted weighted average shares outstanding | 228,242,000 | 226,400,000 | 228,184,000 | 223,739,000 | 212,609,000 | 183,620,000 | 161,647,000 | 161,446,000 | 229,084,000 | 179,429,000 | 161,297,000 |
Earnings (loss) per common share – basic | $ 0.09 | $ 0.16 | $ 0.05 | $ (0.05) | $ (0.09) | $ (0.11) | $ (0.54) | $ (0.07) | $ 0.24 | $ (0.78) | $ (0.57) |
Earnings (loss) per common share – diluted | $ 0.09 | $ 0.15 | $ 0.05 | $ (0.05) | $ (0.09) | $ (0.11) | $ (0.54) | $ (0.07) | $ 0.23 | $ (0.78) | $ (0.57) |
Earnings (Loss) per Share - Add
Earnings (Loss) per Share - Additional Information (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Securities excluded from computation of earning per share | 6,412 | 6,572 | 6,990 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) - Interest Rate Swap Agreements [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Nov. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative [Line Items] | ||||
Notional amount of swap agreements | $ 210,000,000 | $ 210,000,000 | $ 525,225,000 | |
Derivative variable interest rate | 2.92% | 2.92% | ||
Interest rate swap agreement, maturity date | Sep. 5, 2019 | |||
Notional amount as percent of term debt outstanding | 30.00% | 30.00% | 63.00% | |
Notional amount of swap agreements, matured | $ 105,225,000 | |||
Notional amount of swap agreements, terminated | 210,000,000 | |||
Interest Expense [Member] | ||||
Derivative [Line Items] | ||||
Reclassification from Accumulated other comprehensive income (loss) | $ 3,235,000 | $ 4,571,000 | $ 4,327,000 | |
Reclassification from accumulated other comprehensive income (loss), estimate of time to transfer | 12 months | |||
Minimum [Member] | ||||
Derivative [Line Items] | ||||
Derivative variable interest rate | 0.83% | |||
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 | Dec. 31, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Derivative, fair value | $ (3,208) | $ (14,449) |
Designated as Cash Flow Hedges [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | (14,488) | |
Designated as Cash Flow Hedges [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 39 | |
Non-Qualifying Cash Flow Hedge [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (3,208) |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Interest Expense Derivatives (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivatives, Fair Value [Line Items] | |||||||||||
Interest expense | $ (18,778) | $ (12,110) | $ (12,983) | $ (12,537) | $ (15,324) | $ (16,175) | $ (16,606) | $ (17,262) | $ (56,408) | $ (65,367) | $ (62,242) |
Interest Rate Swap Agreements [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | Designated as Cash Flow Hedges [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Interest expense | (78) | (7) | (51) | ||||||||
Interest Rate Swap Agreements [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | Derivatives Not Designated as Cash Flow Hedges [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Interest expense | 537 | ||||||||||
Interest Rate Swap Agreements [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | Interest Income Expense [Member] | Designated as Cash Flow Hedges [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Interest expense | (78) | $ (7) | $ (51) | ||||||||
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 Not Designated as Cash Flow Hedges [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Interest expense | $ 537 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value for Long-term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | $ 708,750 | $ 813,991 |
Term Loan B [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 708,750 | |
Term B-2 Loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 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 | 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 | 708,750 | 813,991 |
Other Observable Inputs (Level 2) [Member] | Term Loan B [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | $ 708,750 | |
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 | 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 | $ 114,308 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Carried at Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 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 | $ (3,208) | $ (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) | (3,208) | (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 | (3,208) | (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) | (3,208) | (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 | $ (3,208) | $ (14,449) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income (Loss) Before Provision (Benefit) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 44,523 | $ (237,486) | $ (94,746) |
Foreign | 4,896 | (2,080) | 877 |
Total | $ 49,419 | $ (239,566) | $ (93,869) |
Income Taxes - Schedule of Co76
Income Taxes - Schedule of Components of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||
Federal | $ (933) | $ (19,056) | $ (23,515) | ||||||||
State and local | 197 | 674 | 359 | ||||||||
Foreign | 1,226 | 907 | 1,396 | ||||||||
Subtotal | 490 | (17,475) | (21,760) | ||||||||
Change in deferred taxes | (5,156) | (81,966) | 19,821 | ||||||||
Total | $ (6,792) | $ 2,754 | $ 520 | $ (1,148) | $ (655) | $ (20,013) | $ (63,019) | $ (15,754) | $ (4,666) | $ (99,441) | $ (1,939) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory rate | 35.00% | 35.00% | 35.00% |
Increase (decrease) resulting from: | |||
State income taxes, net | (2.30%) | 1.50% | 0.20% |
Foreign tax rate differential and adjustment | (1.20%) | (0.10%) | 0.10% |
U.S. statutory depletion | (30.20%) | 3.70% | 9.70% |
Manufacturers' deduction | (0.00%) | (0.10%) | (4.00%) |
Unremitted foreign earnings | (2.30%) | 0.20% | (4.10%) |
Goodwill impairment | 0.00% | 0.00% | (6.20%) |
Valuation allowance | 12.40% | (4.40%) | (27.60%) |
Deferred tax impact from Tax Reform | 4.60% | 0.00% | 0.00% |
Change in valuation allowance from Tax Reform | (24.50%) | 0.00% | 0.00% |
Loss carryback | 0.00% | 6.60% | 0.00% |
Other items, net | (0.90%) | (0.90%) | (1.00%) |
Effective rate | (9.40%) | 41.50% | 2.10% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Corporate income tax rate | 35.00% | 35.00% | 35.00% | ||
Tax cuts and job act, change in tax rate, tax benefit from impact of revaluing deferred taxes and related valuation allowances | $ 4,347,000 | ||||
Tax cuts and job act, change in tax rate, tax benefit from reversal of valuation allowance from repeal of alternative minimum tax | 5,439,000 | ||||
Tax cuts and job act, change in tax rate, tax expense from one-time transition tax on unremitted foreign earnings | 3,046,000 | ||||
Tax cuts and job act, change in tax rate, tax benefit from reduction of deferred tax liability on unremitted foreign earnings | 4,269,000 | ||||
Unrealized stock compensation deductions | $ 4,249,000 | ||||
Alternative minimum tax credit carryforwards | 5,439,000 | 6,509,000 | |||
Foreign tax credit carryforwards | 1,210,000 | 1,662,000 | |||
Net operating loss carryforwards | 45,189,000 | 72,901,000 | |||
Research and experimentation tax credit carryforwards | 616,000 | 540,000 | |||
Unrecognized tax benefits | 2,365,000 | 3,018,000 | $ 5,200,000 | $ 5,327,000 | |
Unrecognized tax benefits that would impact effective tax rate | 1,846,000 | ||||
Amount of accrued interest and penalties related to unrecognized tax benefits | $ 1,642,000 | 1,827,000 | |||
Alternative Minimum Tax [Member] | Maximum [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Tax credit carryforwards expiration year | 2,022 | ||||
Research and Development [Member] | Maximum [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Tax credit carryforwards expiration year | 2,036 | ||||
Research and Development [Member] | Minimum [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Tax credit carryforwards expiration year | 2,034 | ||||
Federal [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Net operating loss carryforwards | $ 36,948,000 | 72,119,000 | |||
Federal [Member] | Maximum [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Net operating loss carryforwards expiration year | 2,036 | ||||
Federal [Member] | Minimum [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Net operating loss carryforwards expiration year | 2,034 | ||||
Foreign [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Net operating loss carryforwards | $ 1,306,000 | 921,000 | |||
Tax credit carryforwards expiration year | 2,024 | ||||
Foreign [Member] | Maximum [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Net operating loss carryforwards expiration year | 2,037 | ||||
Foreign [Member] | Minimum [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Net operating loss carryforwards expiration year | 2,021 | ||||
State [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Net operating loss carryforwards | $ 6,935,000 | $ 4,468,000 | |||
State [Member] | Maximum [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Net operating loss carryforwards expiration year | 2,036 | ||||
State [Member] | Minimum [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Net operating loss carryforwards expiration year | 2,028 | ||||
Scenario, Plan [Member] | |||||
Reconciliation Of Effective Income Tax Rate [Line Items] | |||||
Corporate income tax rate | 21.00% |
Income Taxes - Schedule of Co79
Income Taxes - Schedule of Components of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets | ||
Accrued expenses | $ 5,399,000 | $ 2,771,000 |
Inventory | 601,000 | 775,000 |
Stock compensation | 13,733,000 | 18,784,000 |
Deferred compensation | 564,000 | 1,039,000 |
Interest rate derivatives | 667,000 | 5,189,000 |
Pension | 2,211,000 | 3,210,000 |
Intangibles | 6,146,000 | 11,401,000 |
Unremitted foreign earnings | 1,292,000 | |
Foreign tax credit carryforwards | 1,210,000 | 1,662,000 |
Alternative minimum tax credit carryforwards | 5,439,000 | 6,509,000 |
Research and experimentation tax credit carryforwards | 616,000 | 540,000 |
Net operating loss carryforwards | 45,189,000 | 72,901,000 |
Other assets | 799,000 | 1,985,000 |
Total deferred tax assets before valuation allowance | 83,866,000 | 126,766,000 |
Valuation allowance | (20,220,000) | (21,959,000) |
Total deferred tax assets after valuation allowance | 63,646,000 | 104,807,000 |
Deferred tax liabilities | ||
Property, plant, and equipment | (65,941,000) | (107,089,000) |
Unremitted foreign earnings | (905,000) | |
Other liabilities | (961,000) | (2,626,000) |
Total deferred tax liabilities | (66,902,000) | (110,620,000) |
Net deferred tax assets (liabilities) | $ (3,256,000) | $ (5,813,000) |
Income Taxes - Reconciliation80
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits, beginning balance | $ 3,018 | $ 5,200 | $ 5,327 |
Increases (decreases) for tax positions in prior years | (811) | (2,685) | (222) |
Increases (decreases) for tax positions in current year | 158 | 503 | 95 |
Unrecognized Tax Benefits, ending balance | $ 2,365 | $ 3,018 | $ 5,200 |
Common Stock and Stock Based Co
Common Stock and Stock Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Common stock, voting rights | Each share of common stock has identical rights and privileges and is entitled to one vote per share. | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||
Modification of retirement provision, description | In 2016, the Company modified the LTIP to allow retirement-eligible participants (defined as age 55, plus 10 years of service) to continue to vest in options following retirement, and also allow retired participant to exercise options for up to 10 years from grant date. The modification also provides that, for a one-year period following the date of an employee’s retirement from the Company, the restrictions on the RSUs that were scheduled to lapse shall continue to lapse as if the employee’s employment with the Company had not terminated during such one-year period. | |||
Retired participants options exercise period from grant date | 10 years | |||
Option exercisable period | 3 years 4 months 24 days | 4 years | ||
Weighted-average fair value of options granted | $ 9.73 | $ 2.24 | $ 8.79 | |
Stock compensation expense | $ 10,071 | $ 8,870 | $ 4,525 | |
Stock compensation expense related to modification of retirement provisions | 2,135 | |||
Aggregate intrinsic value of option outstanding | $ 18,836 | $ 80,510 | ||
Weighted average remaining contractual life | 4 years 9 months 18 days | 5 years 7 months 6 days | ||
Aggregate intrinsic value of option exercisable | $ 15,629 | $ 50,492 | ||
Aggregate intrinsic value | $ 5.23 | $ 11.79 | ||
Aggregate intrinsic value of stock options exercised | $ 1,428 | $ 17,922 | 1,839 | |
Proceeds from option exercises | 845 | 6,438 | 1,767 | |
Income tax benefits realized from stock option exercises | $ 510 | $ 6,423 | $ 656 | |
Purchase shares outstanding | 13,393 | 13,598 | ||
Weighted Average Exercise Price, Option, Granted | $ 9.73 | |||
ASU 2016-09 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjustment of stock compensation expense before tax related to retained earnings | $ 699 | |||
Adjustment of tax effect related to retained earnings | 266 | |||
Adjustment of net of tax related to retained earnings | $ 433 | $ 433 | ||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of option | 7 years | |||
Weighted Average Exercise Price, Option, Granted | $ 20.52 | $ 20.52 | ||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of option | 5 years | |||
Weighted Average Exercise Price, Option, Granted | $ 1.43 | 1.43 | ||
Common Class B [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option exercisable period | 10 years | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restrictions on restricted stock units lapse period | 1 year | |||
Weighted average grant date fair value | $ 9.83 | $ 2.42 | $ 8.80 | |
Unrecognized compensation cost | $ 4,708 | $ 4,209 | ||
Weighted-average period of unrecognized compensation cost | 2 years 9 months 18 days | 3 years 4 months 24 days | ||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of option | 6 years | |||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of option | 4 years | 4 years | ||
LTIP [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of option | 5 years | |||
LTIP [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of option | 3 years | |||
LTIP [Member] | Minimum [Member] | Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of option | 3 years | |||
Performance Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant date fair value | $ 9.87 | $ 2.27 | $ 0 | |
Unrecognized compensation cost | $ 1,358 | $ 679 | ||
Weighted-average period of unrecognized compensation cost | 2 years | 2 years 2 months 12 days | ||
Performance Restricted Stock Units [Member] | Minimum [Member] | Cliff Vest [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of option | 3 years | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 9,009 | $ 11,847 | ||
Weighted-average period of unrecognized compensation cost | 2 years 4 months 24 days | 3 years 2 months 12 days |
Common Stock and Stock Based 82
Common Stock and Stock Based Compensation - Schedule of Fair Value Assumptions Based on Black-Scholes-Merton Options-Pricing Model (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Weighted Average Exercise Price And Additional Disclosures [Abstract] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 91.52% | 97.47% | 45.61% |
Risk free interest rate, minimum | 1.92% | 1.26% | 1.65% |
Risk free interest rate, maximum | 2.14% | 1.47% | 2.03% |
Expected option life | 6 years | 6 years | 6 years 6 months |
Common Stock and Stock Based 83
Common Stock and Stock Based Compensation - Summary of Share Based Compensation Activity Of Option and Non-option Instruments (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Outstanding Beginning Balance | 13,598 | ||
Options, Granted | 464 | ||
Options, Exercised | (364) | ||
Options, Forfeited | (254) | ||
Options, Expired | (51) | ||
Options, Outstanding Ending Balance | 13,393 | 13,598 | |
Options, Exercisable Ending Balance | 8,261 | ||
Weighted Average Exercise Price, Options, Outstanding Beginning Balance | $ 6.45 | ||
Weighted Average Exercise Price, Options, Granted | 9.73 | ||
Weighted Average Exercise Price, Options, Exercised | 2.32 | ||
Weighted Average Exercise Price, Options, Forfeited | 8.13 | ||
Weighted Average Exercise Price, Options, Expired | 15.41 | ||
Weighted Average Exercise Price, Options, Outstanding Ending Balance | 6.63 | $ 6.45 | |
Weighted Average Exercise Price, Options, Exercisable Ending Balance | $ 4.76 | ||
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 | (68) | ||
Outstanding Ending Balance | 1,517 | 1,459 | |
Weighted Average Price at Issue Date, Outstanding Beginning Balance | $ 5.10 | ||
Weighted Average Price at Issue Date, Granted | 9.83 | $ 2.42 | $ 8.80 |
Weighted Average Price at Issue Date, Exercised | 2.62 | ||
Weighted Average Price at Issue Date, Forfeited | 6.38 | ||
Weighted Average Price at Issue Date, Outstanding Ending Balance | $ 6.63 | $ 5.10 | |
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 | 458 | |
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 | $ 2.28 |
Defined Benefit Plans - Additio
Defined Benefit Plans - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)Pension_Plan | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Number of defined benefit pension plans | Pension_Plan | 2 | ||
Expense recognized on amendment | $ 181 | ||
Underfunded pension plan | $ 1,797 | 2,096 | |
Pension expense for multiemployer defined benefit pension plan | 92 | 399 | $ 236 |
Expected contributions to plans | 28 | ||
Defined Benefit Plan, Future Amortization of Gain | $ 214 | ||
Troy Grove Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expense recognized on amendment | $ 181 | ||
Equities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan target plan asset allocations | 70.00% | ||
Fixed Income Investments [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan target plan asset allocations | 30.00% |
Defined Benefit Plans - Summary
Defined Benefit Plans - Summary of Assumptions Used to Determine the Company's Obligations (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Wedron Pension [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.00% | 4.00% |
Long-term rate of return on plan assets | 7.40% | 7.40% |
Troy Grove Pension [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.25% | 4.25% |
Long-term rate of return on plan assets | 7.40% | 7.40% |
Defined Benefit Plans - Summa86
Defined Benefit Plans - Summary of Defined Benefit Plans and Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |||
Benefit obligation at beginning of year | $ 9,067 | $ 8,812 | |
Service cost | 84 | $ 108 | |
Interest cost | 356 | 348 | 340 |
Actuarial loss (gain) | 495 | (82) | |
Benefit payments | (301) | (276) | |
Plan amendments | 181 | ||
Benefit obligation at end of year | 9,617 | 9,067 | 8,812 |
Fair value of plan assets at beginning of year | 6,971 | 6,613 | |
Actual return on plan assets | 1,093 | 558 | |
Employer contributions | 57 | 76 | |
Benefit payments | (301) | (276) | |
Fair value of plan assets at end of year | 7,820 | 6,971 | 6,613 |
Accrued benefit cost | (1,797) | (2,096) | |
Expected return on plan assets | (508) | (480) | (508) |
Amortization of prior service cost | 16 | ||
Amortization of net actuarial loss | 244 | 265 | 280 |
Curtailment | 182 | ||
Net periodic benefit cost | 92 | 399 | 236 |
Net actuarial gain (loss) | 92 | 158 | (75) |
Amortization of prior service cost | 16 | ||
Amortization of net actuarial gain | 244 | 265 | 280 |
Curtailment | 182 | ||
Deferred tax asset | (71) | (180) | (124) |
Other comprehensive income | $ 265 | $ 425 | $ 97 |
Defined Benefit Plans - Estimat
Defined Benefit Plans - Estimated Future Benefit Payment (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Compensation And Retirement Disclosure [Abstract] | |
2,018 | $ 390 |
2,019 | 412 |
2,020 | 442 |
2,021 | 466 |
2,022 | 496 |
2023-2027 | $ 2,620 |
Defined Benefit Plans - Summa88
Defined Benefit Plans - Summary of Fair Value Measurements for Assets Held in Benefit Plans (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | |||
Total | $ 7,820 | $ 6,971 | $ 6,613 |
Fixed Income [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 2,079 | ||
Equity [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 5,648 | ||
Cash [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 93 | ||
Quoted Prices in Active Markets (Level 1) [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 7,820 | ||
Quoted Prices in Active Markets (Level 1) [Member] | Fixed Income [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 2,079 | ||
Quoted Prices in Active Markets (Level 1) [Member] | Equity [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 5,648 | ||
Quoted Prices in Active Markets (Level 1) [Member] | Cash [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | $ 93 |
Other Benefit Plans - Additiona
Other Benefit Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Multiemployer defined benefit pension plan withdrew, withdrawal liability | $ 4,683,000 | $ 9,283,000 | ||
Multiemployer defined benefit pension plan, annual installment expiration period | 2035-11 | |||
Company contributions to the Supplemental Executive Retirement Plan (SERP) | $ 2,221,000 | $ 1,231,000 | $ 1,191,000 | |
Discretionary contributions accrued on Employee Stock Bonus Plan | $ 1,940,000 | $ 0 | ||
Shares held in participant accounts in Employee Stock Bonus Plan | 6,370 | 5,947 | ||
Supplemental Employee Retirement Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Company contributions to the Supplemental Executive Retirement Plan (SERP) | $ 106,000 | $ 0 | ||
Wedron Silica And Technisand Troy Grove Union Members [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Company contributions to the Supplemental Executive Retirement Plan (SERP) | $ 606,000 | $ 365,000 | $ 352,000 | |
Union Employee Contribution [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution 401(k) plan, Company's contribution matching employee's contribution Percentage | 50.00% | |||
Defined contribution 401(k) plan, Contributions Per Employee Percent | 5.00% | |||
Non-Union Employee Contribution [Member] | Defined Contribution Plan Match to hundred Percentage [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution 401(k) plan, Company's contribution matching employee's contribution Percentage | 100.00% | |||
Defined contribution 401(k) plan, Contributions Per Employee Percent | 3.00% | |||
Non-Union Employee Contribution [Member] | Defined Contribution Plan Match to Fifty Percentage [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution 401(k) plan, Company's contribution matching employee's contribution Percentage | 50.00% | |||
Defined contribution 401(k) plan, Contributions Per Employee Percent | 2.00% |
Self-Insured Plans - Additional
Self-Insured Plans - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accruals For Self Insurance [Line Items] | ||
Self insured plans for employees | $ 3,000 | |
Workers Compensation [Member] | ||
Accruals For Self Insurance [Line Items] | ||
Self insured plans for employees | 1,000 | |
Accrued Liability | 372 | $ 180 |
Medical Benefits [Member] | ||
Accruals For Self Insurance [Line Items] | ||
Accrued Liability | $ 2,517 | $ 3,055 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 17, 2015 | Nov. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Commitments and Contingencies [Line Items] | |||||
Total royalty expense | $ 1,957 | $ 1,429 | $ 1,899 | ||
Contingent leasehold Interest payments | 10,000 | ||||
Rent expense for lease | 53,843 | 63,997 | $ 67,745 | ||
Earnout payments | $ 4,170 | $ 1,287 | |||
Self-Suspending Proppant LLC [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Commitment period of sales | 5 years | ||||
Commitment commencing date | Oct. 1, 2015 | ||||
Threshold aggregate earnout payment from the two-year period ending October 1, 2017 until the three-year period ending October 1, 2018 | $ 45,000 | ||||
Threshold aggregate earnout payment during the two-year period ending October 1, 2017 | $ 15,000 | ||||
Security interest percentage of equity in contingent consideration | 51.00% | ||||
Asset acquisition contingent consideration | $ 195,000 | ||||
Earnout payments capitalized | $ 9,468 | ||||
Earnout payments | $ 3,920 | ||||
Accrued earnout liability | $ 4,010 |
Commitments and Contingencies92
Commitments and Contingencies - Schedule of Minimum Lease Payments Under Long-term Operating Lease Obligations (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Operating Leased Assets [Line Items] | |
2,018 | $ 57,443 |
2,019 | 57,384 |
2,020 | 45,903 |
2,021 | 40,241 |
2,022 | 34,509 |
Thereafter | 75,977 |
Total | 311,457 |
Equipment [Member] | |
Operating Leased Assets [Line Items] | |
2,018 | 41,449 |
2,019 | 41,689 |
2,020 | 33,600 |
2,021 | 30,263 |
2,022 | 28,845 |
Thereafter | 60,254 |
Total | 236,100 |
Real Estate [Member] | |
Operating Leased Assets [Line Items] | |
2,018 | 15,994 |
2,019 | 15,695 |
2,020 | 12,303 |
2,021 | 9,978 |
2,022 | 5,664 |
Thereafter | 15,723 |
Total | $ 75,357 |
Transactions with Related Par93
Transactions with Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Affiliated Entity [Member] | |||
Related Party Transaction [Line Items] | |||
Purchases from an affiliated entity | $ 146 | $ 576 | $ 288 |
American Securities [Member] | |||
Related Party Transaction [Line Items] | |||
Management fees and expense payment | $ 232 | $ 323 | $ 374 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)SegmentCustomer | Dec. 31, 2016USD ($)Customer | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 2 | ||
Total Assets | $ 1,265,319 | $ 1,202,910 | |
Number of customers | Customer | 3 | 2 | |
Customer Concentration Risk [Member] | Revenues [Member] | Customer One [Member] | |||
Segment Reporting Information [Line Items] | |||
Consolidated net sales | 20.00% | 30.00% | 25.00% |
Customer Concentration Risk [Member] | Revenues [Member] | Customer Two [Member] | |||
Segment Reporting Information [Line Items] | |||
Consolidated net sales | 14.00% | 12.00% | 18.00% |
Customer Concentration Risk [Member] | Revenues [Member] | Customer Three [Member] | |||
Segment Reporting Information [Line Items] | |||
Consolidated net sales | 11.00% | ||
Proppant Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Assets | $ 1,003,328 | $ 860,165 | $ 1,152,110 |
Industrial & Recreational Products [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Assets | $ 115,632 | $ 103,056 | $ 116,825 |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | |||||||||||
Revenues | $ 273,936 | $ 280,050 | $ 233,226 | $ 172,583 | $ 140,531 | $ 134,775 | $ 114,249 | $ 145,458 | $ 959,795 | $ 535,013 | $ 828,709 |
Segment gross profit | |||||||||||
Segment gross profit | 300,037 | 75,299 | 219,864 | ||||||||
Operating expenses excluded from segment gross profit | |||||||||||
Selling, general, and administrative | 113,240 | 79,140 | 85,191 | ||||||||
Depreciation, depletion, and amortization | 79,144 | 72,276 | 66,754 | ||||||||
Goodwill and other asset impairments | 93,148 | 87,476 | |||||||||
Restructuring charges | 1,155 | 1,155 | 9,221 | ||||||||
Other operating (income) expense | (1,072) | 8,899 | 1,357 | ||||||||
Interest expense | $ 18,778 | $ 12,110 | $ 12,983 | $ 12,537 | 15,324 | $ 16,175 | $ 16,606 | 17,262 | 56,408 | 65,367 | 62,242 |
Loss (gain) on debt repurchase and extinguishment, net | 2,898 | (5,110) | |||||||||
Other non-operating (income) expense | $ (5) | $ (5) | (10) | 1,492 | |||||||
Income (loss) before benefit from income taxes | 49,419 | (239,566) | (93,869) | ||||||||
Proppant Solutions [Member] | |||||||||||
Revenues | |||||||||||
Revenues | 834,749 | 416,144 | 710,083 | ||||||||
Segment gross profit | |||||||||||
Segment gross profit | 244,042 | 26,501 | 175,226 | ||||||||
Industrial & Recreational Products [Member] | |||||||||||
Revenues | |||||||||||
Revenues | 125,046 | 118,869 | 118,626 | ||||||||
Segment gross profit | |||||||||||
Segment gross profit | $ 55,995 | $ 48,798 | $ 44,638 |
Restructuring and Other Charg96
Restructuring and Other Charges - Summary of Restructuring and Other Costs Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring charges | |||
Workforce reduction costs, including one-time severance payments | $ 1,155 | $ 1,682 | |
Other exit costs, including multiemployer pension plan withdrawal liability and additional cash costs to exit facilities | 7,539 | ||
Total restructuring charges | $ 1,155 | $ 1,155 | $ 9,221 |
Restructuring and Other Charg97
Restructuring and Other Charges - Summary of Restructuring and Other Costs by Operating Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring charges | $ 1,155 | $ 1,155 | $ 9,221 |
Operating Segments [Member] | Proppant Solutions [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring charges | 1,162 | ||
Operating Segments [Member] | Industrial & Recreational Products [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring charges | 6,377 | ||
Corporate, Non-Segment [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring charges | $ 1,155 | $ 1,682 |
Geographic Information - Summar
Geographic Information - Summary of Revenue and Long-lived Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Geographic Information [Line Items] | |||||||||||
Revenues | $ 273,936 | $ 280,050 | $ 233,226 | $ 172,583 | $ 140,531 | $ 134,775 | $ 114,249 | $ 145,458 | $ 959,795 | $ 535,013 | $ 828,709 |
Long-lived assets | 785,513 | 727,735 | 785,513 | 727,735 | 870,997 | ||||||
Domestic [Member] | |||||||||||
Geographic Information [Line Items] | |||||||||||
Revenues | 943,926 | 522,870 | 798,750 | ||||||||
Long-lived assets | 783,482 | 725,280 | 783,482 | 725,280 | 867,352 | ||||||
International [Member] | |||||||||||
Geographic Information [Line Items] | |||||||||||
Revenues | 15,869 | 12,143 | 29,959 | ||||||||
Long-lived assets | $ 2,031 | $ 2,455 | $ 2,031 | $ 2,455 | $ 3,645 |
Quarterly Financial Data (Una99
Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 01, 2017 | Nov. 30, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Earnings Per Share [Abstract] | |||||||||||||
Revenues | $ 273,936 | $ 280,050 | $ 233,226 | $ 172,583 | $ 140,531 | $ 134,775 | $ 114,249 | $ 145,458 | $ 959,795 | $ 535,013 | $ 828,709 | ||
Cost of goods sold | 184,288 | 180,582 | 163,136 | 131,752 | 112,248 | 114,873 | 114,129 | 118,464 | 659,758 | 459,714 | 608,845 | ||
Operating expenses | 54,711 | 49,685 | 46,064 | 40,852 | 38,582 | 44,363 | 134,403 | 37,270 | |||||
Interest expense, net | 18,778 | 12,110 | 12,983 | 12,537 | 15,324 | 16,175 | 16,606 | 17,262 | 56,408 | 65,367 | 62,242 | ||
Loss on extinguishment of debt | $ 2,898 | 2,898 | |||||||||||
Gain on repurchase of debt, net | $ (5,110) | (5,110) | |||||||||||
Other non-operating income | (5) | (5) | (10) | 1,492 | |||||||||
(Benefit) provision for income taxes | (6,792) | 2,754 | 520 | (1,148) | (655) | (20,013) | (63,019) | (15,754) | (4,666) | (99,441) | (1,939) | ||
Net income (loss) | 20,053 | 34,919 | 10,523 | (11,410) | (19,853) | (20,623) | (87,870) | (11,779) | 54,085 | (140,125) | (91,930) | ||
Net income (loss) attributable to the non-controlling interest | 104 | (25) | 40 | 178 | 52 | 2 | 16 | (3) | 297 | 67 | 205 | ||
Net income (loss) attributable to Fairmount Santrol Holdings Inc. | $ 19,949 | $ 34,944 | $ 10,483 | $ (11,588) | $ (19,905) | $ (20,625) | $ (87,886) | $ (11,776) | $ 53,788 | $ (140,192) | $ (92,135) | ||
(Loss) earnings per share, basic | $ 0.09 | $ 0.16 | $ 0.05 | $ (0.05) | $ (0.09) | $ (0.11) | $ (0.54) | $ (0.07) | $ 0.24 | $ (0.78) | $ (0.57) | ||
(Loss) earnings per share, diluted | $ 0.09 | $ 0.15 | $ 0.05 | $ (0.05) | $ (0.09) | $ (0.11) | $ (0.54) | $ (0.07) | $ 0.23 | $ (0.78) | $ (0.57) | ||
Weighted average number of shares outstanding, basic | 224,130 | 224,082 | 224,015 | 223,739 | 212,609 | 183,620 | 161,647 | 161,446 | 223,993 | 179,429 | 161,297 | ||
Weighted average number of shares outstanding, diluted | 228,242 | 226,400 | 228,184 | 223,739 | 212,609 | 183,620 | 161,647 | 161,446 | 229,084 | 179,429 | 161,297 |
Quarterly Financial Data (Un100
Quarterly Financial Data (Unaudited) - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||
Merger transaction expenses | $ 6,835 | $ 1,333 | $ 144 | ||||||
Debt modification expenses | $ 4,733 | ||||||||
Restructuring charges | $ 1,155 | $ 1,155 | $ 9,221 | ||||||
Other asset impairments | $ 2,494 | $ 0 | $ 90,579 | $ 76 |
Proposed Merger with Unimin 101
Proposed Merger with Unimin Corporation - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 11, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||
Expenses associated with merger | $ 6,835 | $ 1,333 | $ 144 | ||
Selling, General and Administrative Expenses [Member] | |||||
Business Acquisition [Line Items] | |||||
Expenses associated with merger | $ 8,312 | ||||
Merger Agreement [Member] | Unimin [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses, net of cash acquired | $ 170,000 | ||||
Business acquisition percentage of common stock | 35.00% | ||||
Business acquisition remaining percentage of common stock. | 65.00% | ||||
Merger agreement termination fee | $ 52,000 |
Schedule II - Valuation and 102
Schedule II - Valuation and Qualifying Accounts and Reserves (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | $ 3,055 | $ 2,470 | $ 4,255 |
Charged to Cost and Expenses | (387) | 1,851 | 1,968 |
Charged to Other Accounts | 0 | 0 | 0 |
Deductions | (665) | (1,266) | (3,753) |
Ending Balance | 2,003 | 3,055 | 2,470 |
Valuation Allowance for Net Deferred Tax Assets [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | 21,959 | 27,230 | 1,309 |
Charged to Cost and Expenses | (5,988) | (5,271) | 25,921 |
Charged to Other Accounts | 4,249 | 0 | 0 |
Ending Balance | $ 20,220 | $ 21,959 | $ 27,230 |