Revisions of Previously-Issued Financial Statements | 2 . Revisions of Previously-Issued Financial Statements The Company has revised previously-reported results to properly report stripping costs that were previously capitalized when incurred and amortized in subsequent periods. Such costs incurred during the production phase of a mine are variable production costs that should be included in the costs of the inventory produced during the period the stripping costs are incurred. The Company also revised the asset impairment charge for the quarter ended June 30, 2016 to correct its estimated fair value for an impaired mine property included in the determination of the impairment charge. Additionally, the Company has included in the revised statements of cash flows a previously-omitted disclosure to show increase or decrease in accounts payable for additions to property, plant, and equipment. The Company assessed the materiality of these misstatements on prior periods’ financial statements in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99, Materiality Presentation of Financial Statements Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements The following tables show the impact of these revisions on all of the impacted line items from the Company’s (i) unaudited condensed consolidated financial statements for the three months ended March 31, 2017 and (ii) consolidated financial statements as of December 31, 2017 and 2016, and for the years ended December 31, 2017, 2016, and 2015: Consolidated Statement of Loss Three Months Ended March 31, 2017 As Reported Adjustments As Corrected (in thousands, except per share amounts) Revenues $ 172,583 $ - $ 172,583 Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) 131,752 2,451 134,203 Operating expenses Selling, general and administrative expenses 22,470 - 22,470 Depreciation, depletion and amortization expense 19,442 (2,196 ) 17,246 Other operating (income) expense (1,060 ) - (1,060 ) Income (loss) from operations (21 ) (255 ) (276 ) Interest expense 12,537 - 12,537 Income (loss) before benefit from income taxes (12,558 ) (255 ) (12,813 ) Benefit from income taxes (1,148 ) (12 ) (1,160 ) Net income (loss) (11,410 ) (243 ) (11,653 ) Less: Net income attributable to the non-controlling interest 178 - 178 Net income (loss) attributable to Fairmount Santrol Holdings Inc. $ (11,588 ) $ (243 ) $ (11,831 ) Loss per share Basic $ (0.05 ) $ - $ (0.05 ) Diluted $ (0.05 ) $ - $ (0.05 ) Weighted average number of shares outstanding Basic 223,739 ― 223,739 Diluted 223,739 ― 223,739 Consolidated Statement of Income Year Ended December 31, 2017 As Reported Adjustments As Corrected (in thousands, except per share amounts) Revenues $ 959,795 $ - $ 959,795 Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) 659,758 11,443 671,201 Operating expenses Selling, general and administrative expenses 113,240 - 113,240 Depreciation, depletion and amortization expense 79,144 (9,734 ) 69,410 Other operating income (1,072 ) - (1,072 ) Income from operations 108,725 (1,709 ) 107,016 Interest expense 56,408 - 56,408 Loss on debt extinguishment, net 2,898 - 2,898 Income before benefit from income taxes 49,419 (1,709 ) 47,710 Benefit from income taxes (4,666 ) (1,049 ) (5,715 ) Net income 54,085 (660 ) 53,425 Less: Net income attributable to the non-controlling interest 297 - 297 Net income attributable to Fairmount Santrol Holdings Inc. $ 53,788 $ (660 ) $ 53,128 Earnings per share Basic $ 0.24 $ - $ 0.24 Diluted $ 0.23 $ - $ 0.23 Weighted average number of shares outstanding Basic 223,993 ― 223,993 Diluted 229,084 ― 229,084 Consolidated Statement of Loss Year Ended December 31, 2016 As Reported Adjustments As Corrected (in thousands, except per share amounts) Revenues $ 535,013 $ - $ 535,013 Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) 459,714 9,803 469,517 Operating expenses Selling, general and administrative expenses 79,140 - 79,140 Depreciation, depletion and amortization expense 72,276 (8,962 ) 63,314 Goodwill and other asset impairments 93,148 (3,297 ) 89,851 Restructuring charges 1,155 - 1,155 Other operating expense 8,899 - 8,899 Loss from operations (179,319 ) 2,456 (176,863 ) Interest expense 65,367 - 65,367 Gain on repurchase of debt, net (5,110 ) - (5,110 ) Other non-operating income (10 ) - (10 ) Loss before benefit from income taxes (239,566 ) 2,456 (237,110 ) Benefit from income taxes (99,441 ) 10,811 (88,630 ) Net loss (140,125 ) (8,355 ) (148,480 ) Less: Net income attributable to the non-controlling interest 67 - 67 Net loss attributable to Fairmount Santrol Holdings Inc. $ (140,192 ) $ (8,355 ) $ (148,547 ) Loss per share Basic $ (0.78 ) $ (0.05 ) $ (0.83 ) Diluted $ (0.78 ) $ (0.05 ) $ (0.83 ) Weighted average number of shares outstanding Basic 179,429 ― 179,429 Diluted 179,429 ― 179,429 Consolidated Statement of Loss Year Ended December 31, 2015 As Reported Adjustments As Corrected (in thousands, except per share amounts) Revenues $ 828,709 $ - $ 828,709 Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) 608,845 7,175 616,020 Operating expenses Selling, general and administrative expenses 85,191 - 85,191 Depreciation, depletion and amortization expense 66,754 (6,348 ) 60,406 Goodwill and other asset impairments 87,476 - 87,476 Restructuring charges 9,221 - 9,221 Other operating expense 1,357 (378 ) 979 Loss from operations (30,135 ) (449 ) (30,584 ) Interest expense 62,242 - 62,242 Other non-operating expense 1,492 - 1,492 Loss before benefit from income taxes (93,869 ) (449 ) (94,318 ) Benefit from income taxes (1,939 ) (164 ) (2,103 ) Net loss (91,930 ) (285 ) (92,215 ) Less: Net income attributable to the non-controlling interest 205 - 205 Net loss attributable to Fairmount Santrol Holdings Inc. $ (92,135 ) $ (285 ) $ (92,420 ) Loss per share Basic $ (0.57 ) $ - $ (0.57 ) Diluted $ (0.57 ) $ - $ (0.57 ) Weighted average number of shares outstanding Basic 161,297 ― 161,297 Diluted 161,297 ― 161,297 Consolidated Statement of Comprehensive Loss Three Months Ended March 31, 2017 As Reported Adjustments As Corrected (in thousands) Net loss $ (11,410 ) $ (243 ) $ (11,653 ) Other comprehensive income, before tax Foreign currency translation (39 ) - (39 ) Pension obligations 61 - 61 Change in fair value of derivative agreements 1,613 - 1,613 Total other comprehensive income, before tax 1,635 - 1,635 Provision for income taxes related to items of other comprehensive income 1,316 - 1,316 Comprehensive loss, net of tax (11,091 ) (243 ) (11,334 ) Comprehensive income attributable to the non-controlling interest 178 - 178 Comprehensive loss attributable to Fairmount Santrol Holdings Inc. $ (11,269 ) $ (243 ) $ (11,512 ) Consolidated Statement of Comprehensive Income Year Ended December 31, 2017 As Reported Adjustments As Corrected (in thousands) Net income $ 54,085 $ (660 ) $ 53,425 Other comprehensive income, before tax Foreign currency translation 555 - 555 Pension obligations 336 - 336 Change in fair value of derivative agreements 5,863 - 5,863 Total other comprehensive income, before tax 6,754 - 6,754 Provision for income taxes related to items of other comprehensive income 2,850 - 2,850 Comprehensive income, net of tax 57,989 (660 ) 57,329 Comprehensive income attributable to the non-controlling interest 297 - 297 Comprehensive income attributable to Fairmount Santrol Holdings Inc. $ 57,692 $ (660 ) $ 57,032 Consolidated Statement of Comprehensive Loss Year Ended December 31, 2016 As Reported Adjustments As Corrected (in thousands) Net loss $ (140,125 ) $ (8,355 ) $ (148,480 ) Other comprehensive loss, before tax Foreign currency translation (774 ) - (774 ) Pension obligations 425 - 425 Change in fair value of derivative agreements (3,018 ) - (3,018 ) Total other comprehensive loss, before tax (3,367 ) - (3,367 ) Benefit from income taxes related to items of other comprehensive loss (2,058 ) - (2,058 ) Comprehensive loss, net of tax (141,434 ) (8,355 ) (149,789 ) Comprehensive income attributable to the non-controlling interest 67 - 67 Comprehensive loss attributable to Fairmount Santrol Holdings Inc. $ (141,501 ) $ (8,355 ) $ (149,856 ) Consolidated Statement of Comprehensive Loss Year Ended December 31, 2015 As Reported Adjustments As Corrected (in thousands) Net loss $ (91,930 ) $ (285 ) $ (92,215 ) Other comprehensive loss, before tax Foreign currency translation (5,051 ) - (5,051 ) Pension obligations 222 - 222 Change in fair value of derivative agreements (1,836 ) - (1,836 ) Total other comprehensive loss, before tax (6,665 ) - (6,665 ) Benefit from income taxes related to items of other comprehensive loss (1,780 ) - (1,780 ) Comprehensive loss, net of tax (96,815 ) (285 ) (97,100 ) Comprehensive income attributable to the non-controlling interest 205 - 205 Comprehensive loss attributable to Fairmount Santrol Holdings Inc. $ (97,020 ) $ (285 ) $ (97,305 ) Consolidated Balance Sheet December 31, 2017 As Reported Adjustments As Corrected (in thousands) Assets Current assets Cash and cash equivalents $ 127,967 $ - $ 127,967 Accounts receivable, net of allowance for doubtful accounts of $2,003 at December 31, 2017 156,916 - 156,916 Inventories, net 70,528 - 70,528 Prepaid expenses and other assets 6,841 - 6,841 Refundable income taxes 924 - 924 Total current assets 363,176 - 363,176 Property, plant and equipment, net 785,513 (29,225 ) 756,288 Deferred income taxes 350 - 350 Goodwill 15,301 - 15,301 Intangibles, net 93,268 - 93,268 Other assets 7,711 - 7,711 Total assets $ 1,265,319 $ (29,225 ) $ 1,236,094 Liabilities and Equity Current liabilities Current portion of long-term debt $ 19,189 $ - $ 19,189 Accounts payable 70,633 - 70,633 Accrued expenses 74,007 - 74,007 Deferred revenue 5,660 - 5,660 Total current liabilities 169,489 - 169,489 Long-term debt 729,741 - 729,741 Deferred income taxes 3,606 (1,177 ) 2,429 Other long-term liabilities 42,189 - 42,189 Total liabilities 945,025 (1,177 ) 943,848 Commitments and contingent liabilities Equity Preferred stock: $0.01 par value, 100,000 authorized shares Shares outstanding: 0 at December 31, 2017 - - - Common stock: $0.01 par value, 1,850,000 authorized shares Shares issued: 242,366 at December 31, 2017 Shares outstanding: 224,291 at December 31, 2017 2,423 - 2,423 Additional paid-in capital 299,912 - 299,912 Retained earnings 318,207 (28,048 ) 290,159 Accumulated other comprehensive loss (15,098 ) - (15,098 ) Total equity attributable to Fairmount Santrol Holdings Inc. before treasury stock 605,444 (28,048 ) 577,396 Less: Treasury stock at cost Shares in treasury: 18,075 at December 31, 2017 (285,520 ) - (285,520 ) Total equity attributable to Fairmount Santrol Holdings Inc. 319,924 (28,048 ) 291,876 Non-controlling interest 370 - 370 Total equity 320,294 (28,048 ) 292,246 Total liabilities and equity $ 1,265,319 $ (29,225 ) $ 1,236,094 Consolidated Balance Sheet December 31, 2016 As Reported Adjustments As Corrected (in thousands) Assets Current assets Cash and cash equivalents $ 194,069 $ - $ 194,069 Accounts receivable, net of allowance for doubtful accounts of $3,055 at December 31, 2016 78,942 - 78,942 Inventories, net 52,650 - 52,650 Prepaid expenses and other assets 7,065 - 7,065 Refundable income taxes 21,077 - 21,077 Total current assets 353,803 - 353,803 Property, plant and equipment, net 727,735 (27,514 ) 700,221 Deferred income taxes 1,244 - 1,244 Goodwill 15,301 - 15,301 Intangibles, net 95,341 - 95,341 Other assets 9,486 - 9,486 Total assets $ 1,202,910 $ (27,514 ) $ 1,175,396 Liabilities and Equity Current liabilities Current portion of long-term debt $ 10,707 $ - $ 10,707 Accounts payable 37,263 - 37,263 Accrued expenses 26,110 - 26,110 Deferred revenue 75 - 75 Total current liabilities 74,155 - 74,155 Long-term debt 832,306 - 832,306 Deferred income taxes 7,057 (128 ) 6,929 Other long-term liabilities 38,272 - 38,272 Total liabilities 951,790 (128 ) 951,662 Commitments and contingent liabilities Equity Preferred stock: $0.01 par value, 100,000 authorized shares Shares outstanding: 0 at December 31, 2016 - - - Common stock: $0.01 par value, 1,850,000 authorized shares Shares issued: 242,267 at December 31, 2016 Shares outstanding: 223,601 at December 31, 2016 2,422 - 2,422 Additional paid-in capital 297,649 - 297,649 Retained earnings 264,852 (27,386 ) 237,466 Accumulated other comprehensive loss (19,002 ) - (19,002 ) Total equity attributable to Fairmount Santrol Holdings Inc. before treasury stock 545,921 (27,386 ) 518,535 Less: Treasury stock at cost Shares in treasury: 18,666 at December 31, 2016 (294,874 ) - (294,874 ) Total equity attributable to Fairmount Santrol Holdings Inc. 251,047 (27,386 ) 223,661 Non-controlling interest 73 - 73 Total equity 251,120 (27,386 ) 223,734 Total liabilities and equity $ 1,202,910 $ (27,514 ) $ 1,175,396 Consolidated Statement of Cash Flows Three Months Ended March 31, 2017 As Reported Adjustments As Corrected (in thousands) Net loss $ (11,410 ) $ (243 ) $ (11,653 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and depletion 17,530 (2,196 ) 15,334 Amortization 3,130 - 3,130 Reserve for doubtful accounts (447 ) - (447 ) Gain on disposal of fixed assets (714 ) - (714 ) Deferred income taxes and taxes payable 119 (12 ) 107 Stock compensation expense 2,416 - 2,416 Change in operating assets and liabilities: Accounts receivable (15,956 ) - (15,956 ) Inventories (9,038 ) - (9,038 ) Prepaid expenses and other assets (1,078 ) 1,945 867 Refundable income taxes 1,945 (1,945 ) - Accounts payable 12,981 - 12,981 Accrued expenses and deferred revenue 26,489 (26,489 ) - Accrued expenses - 9,744 9,744 Deferred revenue - 16,969 16,969 Net cash provided by operating activities 25,967 (2,227 ) 23,740 Cash flows from investing activities Proceeds from sale of fixed assets 957 - 957 Capital expenditures and stripping costs (7,025 ) 2,451 (4,574 ) Other investing activities (758 ) 758 - Net cash used in investing activities (6,826 ) 3,209 (3,617 ) Cash flows from financing activities Payments on term loans (2,170 ) - (2,170 ) Payments on capital leases and other long-term debt (817 ) - (817 ) Proceeds from share-based awards exercised or distributed 486 - 486 Tax payments for withholdings on share-based awards exercised or distributed - (982 ) (982 ) Transactions with non-controlling interest (1 ) - (1 ) Net cash used in financing activities (2,502 ) (982 ) (3,484 ) Foreign currency adjustment (44 ) - (44 ) Increase in cash and cash equivalents 16,595 - 16,595 Cash and cash equivalents: Beginning of period 194,069 - 194,069 End of period $ 210,664 $ - $ 210,664 Supplemental disclosure of cash flow information: Interest paid, net of capitalized interest $ 11,717 Income taxes refunded (1,601 ) Non-cash investing activities: Equipment purchased under capital leases $ 4,175 Decrease in accounts payable for additions to property, plant, and equipment (1,301 ) Consolidated Statement of Cash Flows Year Ended December 31, 2017 As Reported Adjustments As Corrected (in thousands) Net income $ 54,085 $ (660 ) $ 53,425 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and depletion 71,397 (9,734 ) 61,663 Amortization 12,784 - 12,784 Reserve for doubtful accounts (387 ) - (387 ) Write-off of deferred financing costs 389 - 389 Loss on debt extinguishment, gross 2,898 - 2,898 Inventory write-downs and reserves 1,266 - 1,266 Loss on disposal of fixed assets 846 - 846 Unrealized loss on interest rate swaps 14 - 14 Deferred income taxes and taxes payable (5,634 ) (1,049 ) (6,683 ) Stock compensation expense 10,071 - 10,071 Change in operating assets and liabilities: Accounts receivable (77,587 ) - (77,587 ) Inventories (19,144 ) - (19,144 ) Prepaid expenses and other assets (2,398 ) - (2,398 ) Refundable income taxes 20,154 - 20,154 Accounts payable 18,575 - 18,575 Accrued expenses 51,874 - 51,874 Deferred revenue 5,585 - 5,585 Net cash provided by operating activities 144,788 (11,443 ) 133,345 Cash flows from investing activities Proceeds from sale of fixed assets 4,939 - 4,939 Capital expenditures and stripping costs (69,573 ) 11,443 (58,130 ) Leasehold interest payments for sand reserves (30,000 ) - (30,000 ) Earnout payments (4,170 ) - (4,170 ) Net cash used in investing activities (98,804 ) 11,443 (87,361 ) Cash flows from financing activities Proceeds from borrowings on term loan 689,500 - 689,500 Payments on term loans (6,469 ) - (6,469 ) Prepayments on term loans (832,655 ) - (832,655 ) Fees for debt restructure and repurchase of term loans (2,790 ) - (2,790 ) Payments on capital leases and other long-term debt (4,752 ) - (4,752 ) Proceeds from borrowing on revolving credit facility 50,000 - 50,000 Payments on revolving credit facility (5,000 ) - (5,000 ) Proceeds from option exercises 845 - 845 Tax payments for withholdings on share-based awards exercised or distributed (1,321 ) - (1,321 ) Net cash used in financing activities (112,642 ) - (112,642 ) Foreign currency adjustment 556 - 556 Decrease in cash and cash equivalents (66,102 ) - (66,102 ) Cash and cash equivalents: Beginning of period 194,069 - 194,069 End of period $ 127,967 $ - $ 127,967 Supplemental disclosure of cash flow information: Interest paid, net of capitalized interest $ 59,498 Income taxes refunded (19,278 ) Non-cash investing activities: Equipment purchased under capital leases $ 10,988 Decrease in accounts payable for additions to property, plant, and equipment (14,796 ) Consolidated Statement of Cash Flows Year Ended December 31, 2016 As Reported Adjustments As Corrected (in thousands) Net loss $ (140,125 ) $ (8,355 ) $ (148,480 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and depletion 67,614 (8,962 ) 58,652 Amortization 11,641 - 11,641 Reserve for doubtful accounts 1,851 - 1,851 Write-off of deferred financing costs 2,618 - 2,618 Gain on repurchase of debt, gross (8,178 ) - (8,178 ) Goodwill and other asset impairments 93,148 (3,297 ) 89,851 Inventory write-downs and reserves 10,302 - 10,302 Loss on disposal of fixed assets 420 - 420 Deferred income taxes and taxes payable (82,732 ) 10,811 (71,921 ) Stock compensation expense 8,870 - 8,870 Change in operating assets and liabilities: Accounts receivable (4,385 ) - (4,385 ) Inventories 7,543 - 7,543 Prepaid expenses and other assets 11,496 - 11,496 Refundable income taxes 5,428 - 5,428 Accounts payable 4,196 - 4,196 Accrued expenses 11,718 - 11,718 Deferred revenue 75 - 75 Net cash provided by (used in) operating activities 1,500 (9,803 ) (8,303 ) Cash flows from investing activities Proceeds from sale of fixed assets 5,670 - 5,670 Capital expenditures and stripping costs (30,597 ) 9,803 (20,794 ) Earnout payments (1,287 ) - (1,287 ) Net cash used in investing activities (26,214 ) 9,803 (16,411 ) Cash flows from financing activities Payments on term loans (10,840 ) - (10,840 ) Prepayments on term loans (155,926 ) - (155,926 ) Repurchase of term loans (216,000 ) - (216,000 ) Fees for debt restructure and repurchase of term loans (450 ) - (450 ) Payments on capital leases and other long-term debt (5,947 ) - (5,947 ) Proceeds from option exercises 6,438 - 6,438 Proceeds from primary stock offering 439,556 - 439,556 Tax payments for withholdings on share-based awards exercised or distributed (8,092 ) - (8,092 ) Tax effect of share-based awards exercised, forfeited, or expired (1,100 ) - (1,100 ) Transactions with non-controlling interest (842 ) - (842 ) Net cash provided by financing activities 46,797 - 46,797 Change in cash and cash equivalents related to assets classified as held-for-sale 1,376 - 1,376 Foreign currency adjustment (876 ) - (876 ) Increase in cash and cash equivalents 22,583 - 22,583 Cash and cash equivalents: Beginning of period 171,486 - 171,486 End of period $ 194,069 $ - $ 194,069 Supplemental disclosure of cash flow information: Interest paid, net of capitalized interest $ 60,833 Income taxes refunded (21,311 ) Non-cash investing activities: Equipment purchased under capital leases $ - Increase in accounts payable for additions to property, plant, and equipment 8,100 Consolidated Statement of Cash Flows Year Ended December 31, 2015 As Reported Adjustments As Corrected (in thousands) Net loss $ (91,930 ) $ (285 ) $ (92,215 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and depletion 62,218 (6,348 ) 55,870 Amortization 11,416 - 11,416 Reserve for doubtful accounts 1,968 - 1,968 Write-off of deferred financing costs 864 - 864 Goodwill and other asset impairments 76,038 - 76,038 Non-cash restructuring charges 1,162 - 1,162 Inventory write-downs and reserves 1,591 - 1,591 Loss on disposal of fixed assets 8,712 - 8,712 Unrealized loss on interest rate swaps 49 - 49 Deferred income taxes and taxes payable 20,983 (164 ) 20,819 Stock compensation expense 4,525 - 4,525 Change in operating assets and liabilities: Accounts receivable 127,718 - 127,718 Inventories 59,527 - 59,527 Prepaid expenses and other assets 23,234 - 23,234 Refundable income taxes (26,506 ) - (26,506 ) Accounts payable (38,698 ) - (38,698 ) Accrued expenses (6,051 ) - (6,051 ) Net cash provided by operating activities 236,820 (6,797 ) 230,023 Cash flows from investing activities Capital expenditures and stripping costs (113,750 ) 6,797 (106,953 ) Other investing activities (250 ) - (250 ) Net cash used in investing activities (114,000 ) 6,797 (107,203 ) Cash flows from financing activities Payments on term loans (13,532 ) - (13,532 ) Payments on capital leases and other long-term debt (6,975 ) - (6,975 ) Proceeds from option exercises 1,767 - 1,767 Tax payments for withholdings on share-based awards exercised or distributed (826 ) - (826 ) Tax effect of share-based awards exercised, forfeited, or expired (1,472 ) - (1,472 ) Transactions with non-controlling interest (301 ) - (301 ) Other financing activities (4,578 ) - (4,578 ) Net cash used in financing activities (25,917 ) - (25,917 ) Change in cash and cash equivalents related to assets classified as held-for-sale (1,376 ) - (1,376 ) Foreign currency adjustment (964 ) - (964 ) Increase in cash and cash equivalents 94,563 - 94,563 Cash and cash equivalents: Beginning of period 76,923 - 76,923 End of period $ 171,486 $ - $ 171,486 Supplemental disclosure of cash flow information: Interest paid, net of capitalized interest $ 61,395 Income taxes refunded (19,898 ) Non-cash investing activities: Equipment purchased under capital leases $ 4,552 Increase in accounts payable for additions to property, plant, and equipment 652 |