Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Dec. 08, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | SMART SAND, INC. | |
Trading Symbol | SND | |
Entity Central Index Key | 1,529,628 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 39,116,210 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 713 | $ 3,896 |
Accounts receivables, net of allowance for doubtful accounts of $189 and $0, respectively | 2,733 | 2,020 |
Unbilled receivables | 112 | 4,021 |
Inventories | 6,168 | 4,181 |
Prepaid expenses and other current assets | 1,283 | 1,524 |
Total current assets | 11,009 | 15,642 |
Inventories, long-term | 6,936 | 7,961 |
Property, plant and equipment, net | 105,295 | 108,928 |
Deferred financing costs, net | 367 | 486 |
Other assets | 33 | 33 |
Total assets | 123,640 | 133,050 |
Current liabilities: | ||
Accounts payable | 532 | 1,170 |
Accrued and other expenses | 3,468 | 3,778 |
Deferred revenue | 5,204 | 7,133 |
Income taxes payable | 3,568 | |
Current portion of equipment financing obligations | 707 | 409 |
Current portion of notes payable | 392 | 1,369 |
Redeemable Series A preferred stock | 39,700 | 34,708 |
Total current liabilities | 53,571 | 48,567 |
Revolving credit facility, net | 55,770 | 63,254 |
Equipment financing obligations, net of current portion | 649 | 1,246 |
Notes payable, net of current portion | 288 | 569 |
Deferred tax liabilities, long-term, net | 9,822 | 14,505 |
Asset retirement obligation | 1,234 | 1,180 |
Total liabilities | 121,334 | 129,321 |
Commitments and contingencies (Note 19) | ||
Stockholders’ equity | ||
Common stock, $0.001 par value, 33,000,000, shares authorized; 22,229,570 issued and 22,188,543 outstanding at September 30, 2016; 22,139,480 issued and 22,114,620 outstanding at December 31, 2015 | 22 | 22 |
Treasury stock, at cost, 41,027 shares and 24,860 shares at September 30, 2016 and December 31, 2015, respectively | (180) | (123) |
Additional paid-in capital | 4,842 | 4,146 |
Accumulated deficit | (2,378) | (316) |
Total stockholders’ equity | 2,306 | 3,729 |
Total liabilities and stockholders’ equity | $ 123,640 | $ 133,050 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Accounts receivables, allowance for doubtful accounts | $ 189 | $ 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 33,000,000 | 33,000,000 |
Common stock, shares issued | 22,229,570 | 22,139,480 |
Common stock, shares outstanding | 22,188,543 | 22,114,620 |
Treasury stock, shares | 41,027 | 24,860 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 10,927 | $ 9,025 | $ 29,781 | $ 32,533 |
Cost of goods sold | 5,931 | 4,865 | 17,799 | 17,136 |
Gross profit | 4,996 | 4,160 | 11,982 | 15,397 |
Operating expenses: | ||||
Salaries, benefits and payroll taxes | 1,316 | 1,164 | 3,611 | 3,991 |
Depreciation and amortization | 102 | 107 | 283 | 276 |
Selling, general and administrative | 1,044 | 1,044 | 2,970 | 3,591 |
Total operating expenses | 2,462 | 2,315 | 6,864 | 7,858 |
Operating income | 2,534 | 1,845 | 5,118 | 7,539 |
Other (expenses) income: | ||||
Preferred stock interest expense | (1,813) | (1,256) | (4,936) | (3,690) |
Other interest expense | (845) | (575) | (2,517) | (1,624) |
Other income | 33 | 18 | 222 | 369 |
Total other expenses, net | (2,625) | (1,813) | (7,231) | (4,945) |
(Loss) income before income tax expense (benefit) | (91) | 32 | (2,113) | 2,594 |
Income tax expense (benefit) | 5 | (1,764) | (51) | (131) |
Net (loss) income | $ (96) | $ 1,796 | $ (2,062) | $ 2,725 |
Net (loss) income per common share: | ||||
Basic | $ 0 | $ 0.08 | $ (0.09) | $ 0.12 |
Diluted | $ 0 | $ 0.07 | $ (0.09) | $ 0.10 |
Weighted-average number of common shares: | ||||
Basic | 22,189,000 | 22,112,261 | 22,189,000 | 22,112,261 |
Diluted | 22,189,000 | 26,387,535 | 22,189,000 | 26,387,535 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2015 | $ 3,729 | $ 22 | $ (123) | $ 4,146 | $ (316) |
Beginning balance, shares at Dec. 31, 2015 | 22,114,620 | 24,860 | |||
Vesting of restricted stock, shares | 90,090 | ||||
Stock-based compensation, inclusive of $24 tax benefit | 696 | 696 | |||
Restricted stock buy back | (57) | $ (57) | |||
Restricted stock buy back, shares | (16,167) | 16,167 | |||
Net loss | (2,062) | (2,062) | |||
Ending balance at Sep. 30, 2016 | $ 2,306 | $ 22 | $ (180) | $ 4,842 | $ (2,378) |
Ending balance, shares at Sep. 30, 2016 | 22,188,543 | 41,027 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Stock-based compensation tax benefit | $ 24 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net (loss) income | $ (2,062) | $ 2,725 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization of asset retirement obligation | 4,893 | 3,760 |
(Gain) loss on disposal of assets | (59) | 45 |
Loss on derivatives | 5 | 394 |
Revenue reserve | (92) | |
Bad debt expense | 189 | |
Amortization of deferred financing cost | 117 | 107 |
Accretion of debt discount | 232 | 217 |
Deferred income taxes | (4,708) | (757) |
Stock-based compensation | 720 | 611 |
Non-cash interest expense on revolving credit facility | 706 | |
Non-cash interest expense on Redeemable Series A preferred stock | 4,936 | 3,690 |
Changes in assets and liabilities: | ||
Accounts receivables | (903) | 5,667 |
Unbilled receivables | 3,909 | 120 |
Inventories | (963) | (1,549) |
Prepaid expenses and other current assets | 242 | 2,242 |
Deferred revenue | (1,929) | |
Accounts payable | (368) | (343) |
Accrued and other expenses | 280 | (82) |
Income taxes payable | 3,568 | 189 |
Net cash provided by operating activities | 8,099 | 17,650 |
Investing activities: | ||
Purchases of property, plant and equipment | (2,058) | (26,899) |
Proceeds from disposal of assets | 108 | |
Net cash used in investing activities | (1,950) | (26,899) |
Financing activities: | ||
Repayments of notes payable | (1,259) | (326) |
Payments under equipment financing obligations | (299) | (285) |
Payment of deferred financing and amendment costs | 2 | (78) |
Proceeds from revolving credit facility | 12,000 | |
Repayment of revolving credit facility | (7,716) | (2,647) |
Cash dividend on Redeemable Series A preferred stock | (3) | (2) |
Purchase of treasury stock | (57) | (121) |
Net cash (used in) provided by financing activities | (9,332) | 8,541 |
Net decrease in cash | (3,183) | (708) |
Cash at beginning of period | 3,896 | 802 |
Cash at end of period | 713 | 94 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,344 | 1,140 |
Cash paid for taxes | 218 | 369 |
Non-cash financing activities: | ||
Equipment purchased with debt | 1,080 | |
Capitalized expenditures in accounts payable and accrued expenses | $ 254 | $ 5,204 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Nature of Business | Note 1 – Organization and Nature of Business Smart Sand, Inc. and its subsidiaries (collectively, the “Company”) are headquartered in The Woodlands, Texas, and was incorporated in July 2011. The Company is engaged in the excavation, processing and sale of industrial sand, or proppant, for use in hydraulic fracturing operations for the oil and gas industry. The Company completed construction of the first phase of its primary facility in Oakdale, Wisconsin and commenced operations in July 2012. Immaterial Correction The Company discovered that an immaterial correction should be made relating to the amortization of deferred transaction costs associated with the issuance of shares of the Company’s outstanding Redeemable Series A preferred stock (the “Series A Preferred Stock”). The Company has been amortizing the deferred costs into interest expense from the date of issuance to the mandatory redemption date of the Series A Preferred Stock, which was September 13, 2016. In March 2014, the Company redeemed certain Series A Preferred Stock prior to the mandatory redemption date and wrote off a portion of the transaction costs as part of the early redemption. The Company never adjusted the quarterly amortization amount for the portion previously written off. The Company concluded the amounts were immaterial to its 2016 and 2015 interim financial statements in accordance with the guidance in U.S. Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (SAB) No. 99 “Materiality” and SAB No. 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements.” The correction resulted in a decrease to current liabilities by $861 as of December 31, 2015. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Note 2 – Basis of Presentation General The accompanying unaudited interim condensed consolidated financial statements (“interim statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), issued by the SEC. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. The consolidated balance sheet as of December 31, 2015 was derived from the audited consolidated financial statements as of and for the year ended December 31, 2015. These interim statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2015 contained in the prospectus, dated November 3, 2016 (the “IPO Prospectus”), filed by the Company with the SEC on November 7, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). On November 9, 2016, in connection with its IPO (Note 20), the Company’s Second Amended and Restated Certificate of Incorporation became effective to provide for a stock split of all issued and outstanding shares of common stock at a ratio of 2,200 for 1 (the “Stock Split”) and increased the authorized number of shares of common stock to 350,000,000 shares. Owners of fractional shares outstanding after the Stock Split will be paid cash for such fractional interests. The effective date of the Stock Split is November 9, 2016. All common stock share amounts disclosed in this Form 10-Q have been adjusted to reflect the Stock Split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include, but are not limited to, the sand reserves and its impact on calculating the depletion expense under the units-of-production method; the depreciation associated with property and equipment, impairment considerations of those assets; estimated cost of future asset retirement obligations; stock-based compensation; recoverability of deferred tax assets; inventory reserve; collectability of receivables and certain liabilities. Actual results could differ from management’s best estimates as additional information or actual results become available in the future, and those differences could be material. The Company utilized significant estimates and assumptions in determining the fair value of its common stock. The Company determined the estimated fair value of the Series A Preferred Stock and common stock based on a number of objective and subjective factors, including external market conditions affecting its industry, market comparable and future discounted cash flows. Going forward, the Company will use the publicly-traded per share value to determine the fair value of its common stock. Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price charged is fixed or determinable, collectability is reasonably assured, and the risk of loss is transferred to the customer. The Company’s sales are generally free carrier (“FCA”), payment made at the origination point at the Company’s facility, and title passes as the product is loaded into rail cars hired by the customer. Certain spot-rate customers have shipping terms of FCA, payment made at the destination; the Company recognizes this revenue when the sand is received at the destination. The Company derives its revenue by mining and processing sand that its customers purchase. Its revenues are primarily a function of the price per ton realized and the volumes sold. In some instances, its revenues may also include a monthly reservation charge, at agreed-upon terms with its customers, or a charge for transportation services it provides to its customers. The Company’s transportation revenue fluctuates based on a number of factors, including the volume of product it transports and the distance between its plant and customers. The Company’s reservation revenue is based on negotiated contract terms and is recognized when rights of use are expired. The Company sells a limited amount of its products under short-term price agreements or at prevailing market rates. The majority of the Company’s revenues are realized through take-or-pay supply agreements with four customers. The expiration dates of these contracts range from 2016 through 2020; however, certain contracts include extension periods, as defined in the respective contracts. These agreements define, among other commitments, the volume of product that its customers must purchase, the volume of product that the Company must provide, and the price that the Company will charge and that its customers will pay for each ton of contracted product. Prices under these agreements are generally either fixed or indexed to the Average Cushing Oklahoma WTI Spot Prices and subject to adjustment, upward or downward, only for certain changes in published producer cost indices or market factors. As a result, the Company’s realized prices may not grow at rates consistent with broader industry pricing. For example, during periods of rapid price growth, its realized prices may grow more slowly than those of competitors, and during periods of price decline, its realized prices may outperform industry averages. With respect to the take-or-pay arrangements, if the customer is not allowed to make up deficiencies, the Company recognizes revenues of the minimum contracted quantity and minimum contract price, assuming payment has been received or is reasonably assured. If deficiencies can be made up, amounts billed and collected in excess of actual sales are recognized as deferred revenues until production is actually taken by the customer or the right to make up deficiencies expires. These agreements generally provide that, if the Company is unable to deliver the contracted minimum volumes, the customer has the right to purchase replacement product from alternative sources, provided that the inability to supply is not the result of an excusable delay, as defined in these agreements. In the event that the price of the replacement product exceeds the contract price and the inability to supply the contracted minimum volume is not the result of an excusable delay, the Company is responsible for the difference. The Company also recognizes revenue on the rental of its leased rail car fleet (Note 19) to customers either under long-term contracts or on an as-used basis. For the three months ended September 30, 2016 and 2015, the Company recognized $1,395 and $865 of rail car revenue, respectively. For the nine months ended September 30, 2016 and 2015, the Company recognized $4,337 and $2,521 of rail car revenue, respectively. For the three months ended September 30, 2016 and 2015, the Company did not recognize any revenue relating to minimum required payments under take-or-pay contracts. For the three months ended September 30, 2016 and 2015, the Company recognized $5,000 and $0 of monthly reservation charges required under certain customer contracts, respectively. For the nine months ended September 30, 2016 and 2015, the Company recognized $2,997 and $0 of revenue relating to minimum required payments under take-or-pay contracts, respectively. For the nine months ended September 30, 2016 and 2015, the Company recognized $10,541 and $0 of monthly reservation charges required under certain customer contracts, respectively. At September 30, 2016 and December 31, 2015, the Company determined that no amounts related to minimum commitments under customer contracts were due or payable to the Company. Accounts and Unbilled Receivables Accounts receivable represents customer transactions that have been invoiced as of the balance sheet date; unbilled receivables represent customer transactions that have not yet been invoiced as of the balance sheet date. Accounts receivable are due within 30 days, or in accordance with terms agreed upon with customers, and are stated at amounts due from customers net of any allowance for doubtful accounts. The Company considers accounts outstanding longer than the payment terms past due. The Company determines the allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, the customer’s current ability to pay its obligation, and the condition of the general economy and the industry as a whole. Accounts receivables are written off when they are deemed uncollectible, and payments subsequently received on such receivables are credited to bad debt expense. As of September 30, 2016 and December 31, 2015, the Company maintained an allowance for doubtful accounts of $189 and $0, respectively. Deferred Revenue The Company receives advance payments from certain customers in order to secure and procure a reliable provision and delivery of product. The Company classifies such advances as current or noncurrent liabilities depending upon the anticipated timing of delivery of the supplied product. Revenue is recognized upon the delivery of the product. The Company may receive an advance payment from a customer, based on the terms of the customer’s long-term contract, for a certain volume of product to be delivered. Revenue is recognized as product is delivered and the deferred revenue is reduced. The deferred revenue balance at September 30, 2016 and December 31, 2015 was $5,204 and $7,133, respectively and classified as a current liability in the accompanying condensed consolidated balance sheets . As disclosed in Note 19, substantially all deferred revenue was recognized in November 2016. Shipping Shipping costs are classified as cost of goods sold There was no revenue or cost of goods sold Revenue generated from shipping was $121 and $2,294, respectively, for the nine months ended September 30, 2016 and 2015, respectively. Cost of goods sold Inventories The Company’s sand inventory consists of raw material (sand that has been excavated but not processed), work-in-progress (sand that has undergone some but not all processing) and finished goods (sand that has been completely processed and is ready for sale). The spare parts inventory consists of critical spare parts. Sand inventory is stated at the lower of cost or market using the average cost method. For the three and nine months ended September 30, 2016 and 2015, respectively, the Company had no write-down of inventory as a result of any lower of cost or market assessment. Costs applied to the inventory include direct excavation costs, processing costs, overhead allocation, depreciation and depletion. Stockpile tonnages are calculated by measuring the number of tons added and removed from the stockpile. Costs are calculated on a per ton basis and are applied to the stockpiles based on the number of tons in the stockpile. The Company performs quarterly physical inventory measurements to verify the quantity of inventory on hand. Due to variation in sand density and moisture content and production processes utilized to manufacture the Company’s products, physical inventories will not necessarily detect all variances. To mitigate this risk, the Company recognizes a yield adjustment on its inventories. Spare parts inventory is accounted for on a first-in, first-out basis at the lower of cost or market. Deferred Financing Charges Direct costs incurred in connection with the revolving credit facility have been capitalized and are being amortized using the straight-line method, which approximates the effective interest method, over the life of the debt. Fees attributable to the lender of $1,664 are presented as a discount to the carrying value of debt. Amortization expense of the deferred financing charges of $37, and accretion expense of debt discount of $73 are included in interest expense for each of the three months ended September 30, 2016 and 2015, respectively. Amortization expense of the deferred financing charges of $117 and $107, and accretion expense of debt discount of $232 and $217 are included in interest expense for the nine months ended September 30, 2016 and 2015, respectively. As part of the December 2015 amendment to the revolving credit facility, the Company was required to calculate quarterly permanent reductions to the maximum commitment available under the revolving credit facility. During the nine months ended September 30, 2016, the Company accelerated amortization of $18 representing a portion of the remaining unamortized balance of debt issuance costs. Refer to Note 8 – Credit Facilities for additional disclosure on the Company’s revolving credit agreement. Financial Instruments The carrying value of the Company’s financial instruments, consisting of cash, accounts receivable, accounts payable and accrued expenses, approximates their fair value due to the short maturity of such instruments. Financial instruments also consist of debt for which fair value approximates carrying values as the debt bears interest at a variable rate which is reflective of current rates otherwise available to the Company. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Fair Value Measurements The Company’s financial assets and liabilities are to be measured using inputs from the three levels of the fair value hierarchy, of which the first two are considered observable and the last unobservable, which are as follows: • Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3—Unobservable inputs that reflect the Company’s assumptions that market participants would use in pricing assets or liabilities based on the best information available. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the provisions of Accounting Standards Codification (“ASC”) - 718, Compensation—Stock Compensation (“ASC 718”), which requires the recognition of expense related to the fair value of stock-based compensation awards in the Statements of Operations and Comprehensive Income (Loss). For restricted stock issued to employees and members of the board of directors of the Company (the “Board”) for their services on the Board, the Company estimates the grant date fair value of each share of restricted stock at issuance. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the straight-line recognition method when it is probable that the performance condition will be achieved. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. The grant date fair value was calculated based on a weighted analysis of (i) publicly-traded companies in similar line of business to the Company (market comparable method)—Level 2 inputs, and (ii) discounted cash flows of the Company—Level 3 inputs. Income Taxes The Company applies the provisions of ASC Topic 740, Income Taxes (“ASC 740”), which principally utilizes a balance sheet approach to provide for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of net operating loss carryforwards and temporary differences between the carrying amounts and the tax bases of assets and liabilities. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The impact of an uncertain income tax position on the income tax returns must be recognized at the largest amount that is more-likely-than-not to be required to be recognized upon audit by the relevant taxing authority. This standard also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition issues with respect to tax positions. The Company includes interest and penalties as a component of income tax expense in the consolidated statement of operations. For the periods presented, no interest and penalties were recorded. Environmental Matters The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. Management has established procedures for the ongoing evaluation of the Company’s operations, to identify potential environmental exposures and to comply with regulatory policies and procedures. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and do not contribute to current or future revenue generation are expensed as incurred. Liabilities are recorded when environmental costs are probable, and the costs can be reasonably estimated. The Company maintains insurance which may cover in whole or in part certain environmental expenditures. As of September 30, 2016 and December 31, 2015, there were no probable environmental matters. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) was equal to net income (loss) for all periods presented. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment. All long-lived assets of the Company reside in the United States. Basic and Diluted Net Income (Loss) Per Share of Common Stock Basic net income (loss) per share of common stock is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of Series A Preferred Stock, warrants to purchase common stock and restricted stock. Diluted net income per share of common stock is computed by dividing the net income (loss) attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of Series A Preferred Stock and warrants to purchase common stock, and restricted stock outstanding during the period calculated in accordance with the treasury stock method, although these shares, restricted stock and warrants are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of common stock for the three and nine months ended September 30, 2016. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic net income per share to the weighted average common shares outstanding used in the calculation of diluted net income per share: Three September 30, 2015 Nine Months Ended September 30, 2015 Determination of shares: Weighted average common shares outstanding 22,112,261 22,112,261 Assumed conversion of warrant 3,999,998 3,999,998 Assumed conversion of restricted stock 275,276 275,276 Diluted weighted-average common stock outstanding 26,387,535 26,387,535 Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases” (ASC 842), which replaces the existing guidance in ASC 840, “Leases.” ASC 842 requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. The new lease standard does not substantially change lessor accounting. The new standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company currently in the process of evaluating the impact of the adoption on its consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”). The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606: The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. The Company is currently evaluating the effects of ASU 2016-10 on its consolidated financial statements. In May 2016, the FASB issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606: The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. The Company is currently evaluating the effects of ASU 2016-11 on its consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). The amendments in ASU 2016-12 provide clarifying guidance in certain narrow areas and add some practical expedients. Specifically, the amendments in this update (1) clarify the objective of the collectability criterion in step 1, and provides additional clarification for when to recognize revenue for a contract that fails step 1, (2) permit an entity, as an accounting policy election, to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price (3) specify that the measurement date for noncash consideration is contract inception, and clarifies that the variable consideration guidance applies only to variability resulting from reasons other than the form of the consideration, (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations, (5) clarifies that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application. Further, accounting for elements of a contract that do not affect revenue under legacy GAAP are irrelevant to the assessment of whether a contract is complete. In addition, the amendments permit an entity to apply the modified retrospective transition method either to all contracts or only to contracts that are not completed contracts, and (6) clarifies that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. However, an entity is still required to disclose the effect of the changes on any prior periods retrospectively adjusted. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606: The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. The Company is currently evaluating the effects of ASU 2016-12 on its consolidated financial statements. In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The guidance is effective for the Company beginning after December 15, 2017, although early adoption is permitted. The Company is currently evaluating the effects of ASU 2016-15 on its consolidated financial statements. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4 – Inventories Inventories consisted of the following: September December Raw material $ 66 $ 3 Work-in-progress 12,352 11,096 Finished goods 646 1,021 Spare parts 40 22 Total inventory 13,104 12,142 Less: current portion 6,168 4,181 Total inventory, net of current portion $ 6,936 $ 7,961 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 5 – Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets comprised of the following: September 30, 2016 December 31, 2015 Prepaid insurance $ 30 $ 100 Prepaid expenses 189 533 Prepaid income taxes - 888 Other receivables 46 3 IPO costs 1,018 - Total prepaid expenses and other current assets $ 1,283 $ 1,524 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment, Net | Note 6 – Property, Plant and Equipment, net Net property, plant and equipment consists of: September 30, 2016 December 31, 2015 Machinery, equipment and tooling $ 4,809 $ 4,673 Vehicles 953 952 Furniture and fixtures 303 303 Plant and building 64,387 64,001 Real estate properties 3,504 3,500 Railroad and sidings 7,920 7,868 Land and improvements 13,317 12,977 Asset retirement obligation 1,135 1,135 Mineral properties 9,785 9,785 Deferred mining costs 417 155 Construction in progress 16,517 16,637 123,047 121,986 Less: accumulated depreciation and depletion 17,752 13,058 Total property, plant and equipment, net $ 105,295 $ 108,928 Depreciation expense was $1,647 and $1,393 for the three months and $4,821 and $3,682 for the nine months ended September 30, 2016 and 2015, respectively. The Company capitalized $0 and $541 for the three months and $139 and $1,520 for the nine months ended September 30, 2016 and 2015, respectively, of interest expense associated with the construction of new plant and equipment. |
Accrued and Other Expenses
Accrued and Other Expenses | 9 Months Ended |
Sep. 30, 2016 | |
Payables And Accruals [Abstract] | |
Accrued and Other Expenses | Note 7 – Accrued and Other Expenses Accrued and other expenses were comprised of the following: September 30, 2016 December 31, 2015 Employee related expenses $ 228 $ 216 Accrued construction 242 917 Accrued real estate taxes 516 - Accrued legal expenses 641 99 Accrued professional fees 587 139 Accrued freight and delivery charges 200 162 Accrued revolving credit facility interest 225 701 Derivative liability - 455 Other accrued liabilities 829 1,089 Total accrued and other expenses $ 3,468 $ 3,778 From time to time, the Company enters into fixed-price purchase obligations to purchase propane or natural gas (which are used in its production operations). The contracts specify the quantity of propane or natural gas to be delivered over a specified period of time and at a specified fixed price. The Company has historically concluded that these obligations are precluded from recognition in its consolidated financial statements in accordance with the normal sales and normal purchases exclusion as provided in ASC 815 “Derivatives and Hedging”. However, as the Company did not take physical delivery under a fixed-price propane agreement entered into during 2015, the Company accounted for this agreement under derivative accounting. As of December 31, 2015 the liability for this agreement was marked to market and was settled in February 2016 for $460. The settlement is presented as part of the change in accrued and other expenses in operating activities on the condensed consolidated statement of cash flows. |
Credit Facilities
Credit Facilities | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Note 8 – Credit Facilities On March 28, 2014, the Company and its wholly-owned subsidiary Fairview Cranberry Company, LLC entered into a $72,500 revolving credit and security agreement (“the Credit Agreement”) as borrowers (“the Borrowers”), with PNC Bank National Association, as administrative agent and collateral agent. The Credit Agreement provided for a $72,500 variable rate senior secured revolving credit facility (“revolving credit facility”) which was available to repay a $40,000 portion of the outstanding Series A Preferred Stock (Note 12) and the outstanding balance of a previous line of credit. In addition, the revolving credit facility was available to fund fees and expenses totaling $1,675 incurred in connection with the credit facility, and for general business purposes, including working capital requirements, capital expenditures, and permitted acquisitions. The Credit Agreement included a sublimit of up to $5,000 for the issuance of letters of credit. Substantially all of the assets of the Borrowers are pledged as collateral under the Credit Agreement. The revolving credit facility had a maturity date of March 28, 2019. The Company also incurred certain commitment fees on committed amounts that are neither used for borrowings nor under letters of credit. As of September 30, 2016, the maximum commitment was $74,000. At September 30, 2016, the total amount drawn under the facility was $56,500, excluding the debt discount of $730, and the Company had $3,530 letters of credit outstanding. The total undrawn availability under the Credit Agreement was $13,927. At September 30, 2016, outstanding borrowings under the Credit Agreement bore interest at a weighted-average rate of approximately 4.4%. The Company capitalized $80 and $1,057 of interest expense into property, plant and equipment in the consolidated balance sheets as of September 30, 2016 and 2015, respectively. On November 9, 2016, the revolving credit facility under the Credit Agreement was paid in full and terminated using a portion of the proceeds from the Company’s initial public offering (“IPO”). |
Equipment Lease Obligations
Equipment Lease Obligations | 9 Months Ended |
Sep. 30, 2016 | |
Leases [Abstract] | |
Equipment Lease Obligations | Note 9 – Equipment Lease Obligations The Company entered into various lease arrangements to lease equipment. The equipment with a cost of $2,853 has been capitalized and included in the Company’s property, plant and equipment. Depreciation expense under capital lease assets was approximately $73 for each of the three months and $219 for each of the nine months ended September 30, 2016 and 2015, respectively. Future minimum lease payments for equipment lease obligations as of September 30, 2016 are as follows: Period ending September 30, Amount 2017 $ 768 2018 669 Total minimum lease payments 1,437 Amount representing interest at 4.8% - 6.3% (81 ) Present value of payments 1,356 Less: current portion (707 ) Total equipment financing obligations, net of current portion $ 649 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 10 – Notes Payable The Company financed certain land, equipment, and automobile purchases by entering into various debt agreements. Interest rates on these notes ranged from 0% to 8.39%. Aggregate maturities of notes payable are as follows: Period ending September 30, Amount 2017 $ 392 2018 288 Total 680 Less: current portion (392 ) Total notes payable, net current portion $ 288 |
Asset Retirement Obligation
Asset Retirement Obligation | 9 Months Ended |
Sep. 30, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | Note 11 – Asset Retirement Obligation The Company had a post closure reclamation and site restoration obligation of $1,234 as of September 30, 2016. The following is a reconciliation of the total reclamation liability for asset retirement obligations: Balance at December 31, 2015 $ 1,180 Additions to liabilities - Accretion expenses 54 Balance at September 30, 2016 $ 1,234 |
Mandatorily Redeemable Series A
Mandatorily Redeemable Series A Preferred Stock | 9 Months Ended |
Sep. 30, 2016 | |
Risks And Uncertainties [Abstract] | |
Mandatorily Redeemable Series A Preferred Stock | Note 12 – Mandatorily Redeemable Series A Preferred Stock On September 13, 2011, the Company entered into a financing agreement with an investor (the “Series A Investor”). The agreement provided for the sale of Series A Preferred Stock (“Series A Preferred Stock”) to the Series A Investor in multiple tranches. As part of this agreement, the Series A Investor received 22,000 shares of Series A Preferred Stock with an issuance price of $1,000 per share as well as 14,300,000 shares of common stock in exchange for gross proceeds of $22,000 in September 2011. The second tranche of 26,000 shares of Series A Preferred Stock was issued in January 2012, in exchange for gross proceeds of $26,000. The Company originally authorized 200,000 shares of Series A Preferred Stock. Effective July 1, 2013, the Company reduced the number of shares of authorized Series A Preferred Stock to 100,000. The holders of the shares of Series A Preferred Stock were not entitled to vote, but were entitled to elect four of the seven directors to the Board. In the event of liquidation, after provision for payment of all debts and liabilities of the Company, the holders of the Series A Preferred Stock, before any payment to the holders of common stock, would have been entitled to receive the original issuance price per share, for all outstanding Series A Preferred Stock plus any unpaid accrued dividends. If upon any such liquidation event the assets of the Company available for distribution to its stockholders were insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they were entitled, the holders of Series A Preferred Stock would share ratably in any distribution of the assets available for distribution in proportion to the respective amounts to which they were respectively entitled. Dividends accrued and accumulated on the Series A Preferred Stock, whether or not earned or declared, at the rate of 15% per annum and compound quarterly on April 1, July 1, October 1 and January 1. Dividends were paid in-kind with additional Series A Preferred Stock; fractional share portions of calculated dividends were paid in cash. In-kind dividends are accounted for as interest expense and were accrued as part of the long-term liability in the consolidated balance sheets. The Company issued 4,148 and 3,581 Series A Preferred Stock for dividends in the nine months ended September 30, 2016 and 2015, respectively. For the three months ended September 30, 2016 and 2015, the Company incurred $1,813 and $1,256 of interest expense related to the Preferred Shares, respectively. For the nine months ended September 30, 2016 and 2015, the Company incurred $4,936 and $3,690 of interest expense related to the Series A Preferred Stock, respectively. Of this expense, $59 and $463 was capitalized into property, plant and equipment in the consolidated balance sheets as of September 30, 2016 and 2015, respectively. The Series A Preferred Stock were mandatorily redeemable on September 13, 2016 only if certain defined pro forma covenants of the Credit Agreement were met; these requirements were not met as of September 30, 2016. The redemption price was the original issuance price per share of all outstanding shares of Series A Preferred Stock plus any unpaid accrued dividends. The Company had the option to repay the Series A Preferred Stock before September 13, 2016; if this option was exercised, the Company would have had to repay at least $1,000 per share of Series A Preferred Stock. The shares of Series A Preferred Stock were not convertible into common stock or any other security issued by the Company. As a result of the Series A Preferred Stock’s mandatory redemption feature, the Company classified these securities as current liabilities in the accompanying consolidated balance sheets as of September 30, 2016 and December 31, 2015. The Company incurred $1,698 of transaction costs in connection with the issuance of the first tranche of the Series A Preferred Stock. The transaction costs and the allocation of value to the common shares (see Note 13) have been recorded as a reduction of the carrying amount of the Series A Preferred Stock. The Company incurred $1,639 of transaction costs in connection with the issuance of the second tranche of the Series A Preferred Stock. The Series A Preferred Stock liability was accreted to the face value with a corresponding charge to interest expense over the remaining term of the Series A Preferred Stock to present the face value of the Series A Preferred Stock mandatory redemption date value on September 13, 2016. The Series A Preferred Stock consisted of: September 30, 2016 December 31, 2015 Face value $ 26,469 $ 26,469 Accumulated dividends 13,231 9,083 Net accretion of issuance & transaction cost - (844 ) Total Series A Preferred Stock $ 39,700 $ 34,708 At September 30, 2016, the liquidation value of the Series A Preferred Stock is $39,700. On November 9, 2016, the Series A Preferred Stock was fully redeemed at a total redemption value of $40,329 using a portion of the proceeds from the IPO. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Common Stock | Note 13 – Common Stock The holder of the Series A Preferred Stock was issued 14,300,000 shares of common stock for no cash consideration in 2011. As a result and in order to recognize the value of the common stock issued, $1,179 was bifurcated from the proceeds of the Series A Preferred Stock and allocated to the 14,300,000 shares of common stock received by the Series A Investor. The Company used a current value method to determine the fair value of the shares at the issuance date since the company was at such an early stage of development that no material progress had been made to the Company’s business plan. As discussed in Note 12, the amount allocated to the Series A Investor’s common shares was accreted to the face value of the Series A Preferred Stock with a corresponding charge to interest expense over the 5-year term of the Series A Preferred Stock. Certain management stockholders pledged 5,896,000 shares of common stock as a guarantee of performance on the Series A Preferred Stock (Note 12). Upon full redemption of the Series A Preferred Stock on November 9, 2016, this pledge was released. As disclosed in Note 2 – Basis of Presentation, on November 9, 2016, the Second Amended and Restated Certificate of Incorporation of the Company became effective and, among other things: • provided for a 2,200 for 1 stock split; • increased the authorized number of shares of common stock to 350,000,000 shares; • authorized 10,000,000 shares of undesignated preferred stock that may be used from time to time by the Company’s board of directors in one or more series. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2016 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | Note 14 – Warrants Contemporaneous with the financing transaction in 2011 described in Note 12, the Company issued certain management stockholders warrants to purchase 3,999,998 shares of common stock for a purchase price of $0.0045 per share. The warrants are scheduled to expire 8 years after issuance. The warrants are exercisable upon the achievement of certain triggering events, as defined in the warrant agreements. During the nine months ended September 30, 2016, management determined that certain performance criteria for the warrants would be met and therefore $70 of expense was recognized. No expense was recorded for the nine months ended September 30, 2015. On December 2, 2016, a triggering event, as defined in the warrant agreement had been achieved. The Company had been recognizing expense on these warrants over the expected timeframe until a triggering event and accelerated recognition of the remaining $279 of warrant expense through the trigger date. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 15 – Stock-Based Compensation In May 2012, the Board approved the 2012 Equity Incentive Plan (“2012 Plan”), which provides for the issuance of Awards (as defined in the 2012 Plan) of up to a maximum of 440,000 shares of the Company’s common stock to employees, non-employee members of the Board, and consultants of the Corporation. During 2014, the 2012 Plan was amended to provide for the issuance of Awards of up to 880,000 shares of the Company’s common stock. The awards can be issued in the form of incentive stock options, non-qualified stock options or restricted stock, and have expiration dates of 5 or 10 years after issuance, depending whether the recipient already holds more than 10% of the voting power of all classes of the Company’s shares. The exercise price will be based on the fair market value of the share on the date of issuance; vesting periods will be determined by the board upon issuance of the Award. During the nine months ended September 30, 2016, 160,600 shares of restricted stock were issued under the 2012 Plan. The grant date fair value of all restricted stock issuances ranged from $1.89 – $8.06 per share. The grant date fair value was calculated based on a weighted analysis of (i) publicly-traded companies in similar line of business to the Company (market comparable method)—Level 2 inputs, and (ii) discounted cash flows of the Company—Level 3 inputs. The Company recognized $229 and $196 of compensation expense for the vested restricted stock during the three months ended, and $650 and $611 during the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, the Company had unrecognized compensation expense of $1,775. The following table summarizes restricted stock activity under the 2012 Plan from January 1, 2016 through September 30, 2016: Number of Units Weighted Average Unvested, December 31, 2015 289,557 $ 8.02 Granted 160,600 3.85 Vested (90,090 ) (8.01 ) Forfeitures (9,900 ) (6.00 ) Unvested, September 30, 2016 350,167 $ 6.87 On December 2, 2016, 77,000 shares of performance-based restricted stock vested. The Company had been recognizing compensation expense on these performance-based restricted stock over the expected timeframe until a triggering event and accelerated recognition of the remaining $231 compensation expense through the trigger date. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16 – Income Taxes The Company calculates its interim income tax provision in accordance with ASC 740. At the end of each interim period, the Company makes an estimate of the annual expected effective tax rate and applies that rate to its ordinary year to date earnings or loss. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the interim period in which the change occurs. The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired or additional information is obtained. The computation of the annual effective tax rate includes modifications, which were projected for the year, for share based compensation, the domestic manufacturing deduction and state research and development credits among others. For the three months ended September 30, 2016 and 2015, the Company’s statutory rate was 35%; the effective tax rate was approximately based on the statutory rate net of discrete federal and state taxes. The computation of the annual effective tax rate includes modifications, which were projected for the year, for share based compensation, the domestic manufacturing deduction, interest expense tax credits among others. The main driver of the difference between and 2015 was the change in the forecasted pretax income between the quarters as well as significant variances in the discrete items in each quarter. For the nine months ended September 30, 2016 and 2015, the Company’s statutory rate was 35%; the effective tax rate was approximately 56% and (19%), respectively, based on the statutory federal rate net of discrete federal and state taxes. The computation of the annual effective tax rate includes modifications, which were projected for the year, for share based compensation, the domestic manufacturing deduction, interest expense and state income tax credits among others. The tax benefit for the nine months ended September 30, 2016 also includes a 7% discrete rate impact for a provision-to-return adjustment associated with a change in estimate related to expenses that are not deductible for tax purposes. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2016 | |
Risks And Uncertainties [Abstract] | |
Concentrations | Note 17 – Concentrations As of September 30, 2016 and December 31, 2015, one supplier accounted for 25% and four suppliers accounted for 71% of the Company’s accounts payable, respectively. For the three months ended September 30, 2016 and 2015, three suppliers accounted for 41% and one supplier accounting for 12% of the Company’s cost of goods sold, respectively. For the nine months ended September 30, 2016 and 2015, two suppliers accounted for 35% and two suppliers accounted for 37% of the Company’s cost of goods sold, respectively. As of September 30, 2016, three customers accounted for 86% of the Company’s accounts receivable. As of December 31, 2015, three customers accounted for 96% of the Company’s accounts receivable. For the three months ended September 30, 2016 and 2015, three customers accounted for 97% of the Company’s revenue. For the nine months ended September 30, 2016, four customers accounted for 97% of the Company’s revenue. For the nine months ended September 30, 2015, four customers accounted for 94% of the Company’s revenue. The Company’s inventory and operations are located in Wisconsin. There is a risk of loss if there are significant environmental, legal or economic change to this geographic area. The Company currently primarily utilizes one third-party rail company to ship its products to customers from its plant. There is a risk of business loss if there are significant impacts to this third party’s operations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 18 – Related Party Transactions In January 2016, the Company provided a one-year, 0% loan to its Chief Executive Officer in the amount of $61; during the three months ended September 30, 2016, this loan was fully forgiven and included as compensation. For the three months ended September 30, 2016 and 2015, the Company reimbursed the Series A Investor $7 and $0 respectively, and $10 and $14 for the nine months ended September 30, 2016 and 2015, respectively, for certain out-of-pocket and other expenses in connection with certain management and administrative support services provided. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 19 – Commitments and Contingencies Leases The Company is obligated under certain operating leases and rental agreements for railroad cars, office space, and other equipment. Future minimum annual commitments under such operating leases at September 30, 2016 are as follows: Twelve months ending September 30, 2017 $ 6,674 2018 5,218 2019 4,072 2020 3,260 2021 2,529 Thereafter 773 Expense related to operating leases and rental agreements was $1,765 and $1,316 for the three months and $5,202 and $3,124 for the nine ended September 30, 2016 and 2015, respectively. Lease expense related to rail cars are included in cost of goods sold in the consolidated statement of operations. Certain long-term rail car operating leases have been executed; however, payment on the Company’s use of the lease does not begin until the cars arrive. These 30 cars arrived on November 1, 2016 and the impact to annual lease expense of these cars is included in the schedule above. Litigation The Company is periodically involved in litigation and claims incidental to its operation. Other than the below, management believes that any pending litigation will not have a material impact the Company’s financial position. In August 2016, an affiliate of one of the Company’s customers, in conjunction with bankruptcy proceedings, demanded a refund of the remaining balance of prepayments it claimed to have made pursuant to the agreement with the Company’s customer. As of September 30, 2016, the balance of this prepayment was $4,969, and was presented as deferred revenue in the consolidated balance sheet. In November 2016, this was settled favorably for the Company; accordingly, the full amount of the prepayment was recognized as revenue. As part of this settlement, the Company was granted an unsecured bankruptcy claim of approximately $12 million; in December 2016, a third party purchased the Company’s unsecured claim for approximately $6.6 million which will be recognized in earnings in the fourth quarter. Employment Agreements Certain of the Company’s executives are employed under employment agreements, the terms of which provide for, among other things, a base salary plus additional compensation including an annual bonus based on the percentage as defined and agreed upon by the Board based on service and/or performance in a given calendar year. The agreements, which contain one-year automatic renewals, provide for benefits that are customary for senior-level employees. The Company is required to pay severance under these agreements under certain conditions, as defined, in the event employment of these key executives is terminated. The Company’s commitment under these agreements is $1,175 as of September 30, 2016. The agreements are scheduled to expire through May 2017. Consulting Agreements On August 1, 2010, the Company entered into a consulting agreement related to the purchase of land with a third party. The third party acted as an agent for the Company to obtain options to purchase certain identified real property in Wisconsin, as well as obtain permits and approvals necessary to open, construct and operate a sand mining and processing facility on such real property. The agreement continues for two years after the closing of one or more of the identified real properties. The third party’s compensation consists of $10 per month through the end of the agreement, reimbursement of expenses, and $1 per each acre purchased as a closing fee. For the three months ended September 30, 2016 and 2015, the Company incurred no consulting fees, expense reimbursements or closing costs. For the nine months ended September 30, 2016 and 2015, the Company paid the third party $0 and $841, respectively, in consulting fees, expense reimbursements and closing costs. These costs have been capitalized in property and equipment in the accompanying consolidated balance sheets as they relate to the acquisition of land. In addition to the aforementioned fees, the third-party agreement provides for tonnage fees based upon mining operations. The payment of $0.50 per sold ton of certain grades of sand that were mined and sold from the properties acquired under the agreement began with the second year of operations of the plant and continues indefinitely. The minimum annual tonnage fee is $200. During the three months ended September 30, 2016 and 2015, the Company incurred $71 and $46 related to tonnage fees, respectively. For the nine months ended September 30, 2016 and 2015, the Company incurred $169 and $213 related to tonnage fees, respectively. Bonds The Company entered into a performance bond with Jackson County, Wisconsin for $4,400. The Company provided this performance bond to assure performance under the reclamation plan filed with Jackson County. The Company entered into a $1,000 permit bond with the Town of Curran, Wisconsin to use certain town roadways. The Company provided this permit bond to assure maintenance and restoration of the roadway. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20 – Subsequent Events On November 9, 2016, the Company, completed its IPO of 11,700,000 shares of the Company’s common stock, $0.001 par value, at a price to the public of $11.00 per share ($10.34 per share, net of the underwriting discount) pursuant to a Registration Statement on Form S-1, as amended (File No. 333-213692) (the “Registration Statement”), initially filed by the Company with the SEC on September 19, 2016 pursuant to the Securities Act of 1933, as amended ( the “Securities Act”). The Company received $120,978 in net proceeds after deducting underwriting discounts and commissions. The material provisions of the IPO are described in the IPO Prospectus. The Company granted the underwriters an option for a period of 30 days to purchase up to an additional 877,500 shares of common stock at the initial offering price, and the selling stockholders described in the IPO Prospectus (the “Selling Stockholders”) granted the underwriters an option for a period of 30 days to purchase up to an aggregate additional 877,500 shares of common stock at the initial offering price. On November 23, 2016, the underwriters exercised in full their option to purchase an additional 877,500 shares of common stock from the Company and 877,500 shares from the Selling Stockholders. The Company received approximately $9,073 in net proceeds after deducting underwriting discounts and commissions. The Company used a portion of the net proceeds from the IPO to redeem all of the outstanding Series A Preferred Stock (Note 12) and to repay the outstanding indebtedness under the revolving credit facility (Note 8), which was terminated, and it intends to use the remaining net proceeds for general corporate purposes. On December 8, 2016, the Company entered into a $45 million three-year senior secured Revolving Credit Facility (the “Facility”) with Jefferies Finance LLC as administrative and collateral agent. The Facility expires on December 8, 2019 and has the following terms and conditions (the “New Credit Agreement”): Letters of Credit : A portion of the Facility, not in excess of $10 million, is available for the issuance of letters of credit to be issued by the administrative agent or any other lender approved by the administrative agent and the Company that is willing to become a letter of credit issuer. A per annum fee equal to the interest rate margin for LIBOR loans under the Facility will be payable to the lenders (other than a defaulting lender ( as defined in the New Credit Agreement) which has not provided cash collateral for its pro rata share of any letter of credit exposure) and accrue on the aggregate undrawn face amount of outstanding letters of credit under the facility, payable in arrears at the end of each quarter and on the date the commitments under the Facility are terminated, calculated based upon the actual number of days elapsed over a 360-day year. Additionally a fronting fee equal to 0.25% per annum will be payable to the applicable letter of credit issuer payable on the aggregate undrawn face amount of outstanding letters of credit issued by such issuer under the facility, payable in arrears at the end of each quarter and on the date the commitments under the Facility are terminated, calculated based upon the actual numbers of days elapsed over a 360-day year. Commitment Fees : The Company will pay each lender under the Facility (other than a defaulting lender ( as defined in the New Credit Agreement)) a commitment fee of 0.375% per annum on the average daily unused portion of the Facility, payable in arrears at the end of each quarter and on the date the commitments under the Facility are terminated, calculated based upon the actual number of days elapsed over a 360-day year. Interest Rates : The interest rates under the Facility will be based on the leverage ratio (as defined in the New Credit Agreement) for the most recently ended fiscal quarter. Interest will be payable in arrears (a) for loans accruing interest at a rate based on LIBOR (plus an applicable margin ranging from 3.00% - 4.00%, depending on the leverage ratio), at the end of each interest period and, for interest periods of greater than three months, every three months, and on the maturity date of the Facility and (b) for loans accruing interest based on the ABR (plus an applicable margin ranging from 2.00% - 3.00%, depending on the leverage ratio), quarterly in arrears and on the maturity date of the Facility. Default Rate : Upon the occurrence and during the continuance of any payment event of default, with respect to overdue principal and interest, the applicable interest rate plus 2.00% per annum, and with respect to overdue fees, the interest rate applicable to ABR loans plus 2.00% per annum and in each case will be payable on demand. The Facility contains various reporting requirements, negative covenants, restrictive provisions and requires maintenance of financial covenants, including a fixed charge coverage ratio and a leverage ratio (each as defined in the New Credit Agreement). As of December 15, 2016, no amounts are outstanding under the Facility. On December 14, 2016, the Company entered into a multi-year Master Product Purchase Agreement (the “PPA”) with Rice Drilling B, LLC (the “Buyer”), a subsidiary of Rice Energy Inc. We expect that the Buyer will begin purchasing frac sand under the PPA in January 2017. The PPA is structured as a take-or-pay agreement and includes a monthly non-refundable capacity reservation charge. In connection with the PPA, on December 14, 2016, the Company also entered into a Railcar Usage Agreement with the Buyer, pursuant to which the Buyer will borrow railcars from the Company to transport the purchased products. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include, but are not limited to, the sand reserves and its impact on calculating the depletion expense under the units-of-production method; the depreciation associated with property and equipment, impairment considerations of those assets; estimated cost of future asset retirement obligations; stock-based compensation; recoverability of deferred tax assets; inventory reserve; collectability of receivables and certain liabilities. Actual results could differ from management’s best estimates as additional information or actual results become available in the future, and those differences could be material. The Company utilized significant estimates and assumptions in determining the fair value of its common stock. The Company determined the estimated fair value of the Series A Preferred Stock and common stock based on a number of objective and subjective factors, including external market conditions affecting its industry, market comparable and future discounted cash flows. Going forward, the Company will use the publicly-traded per share value to determine the fair value of its common stock. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price charged is fixed or determinable, collectability is reasonably assured, and the risk of loss is transferred to the customer. The Company’s sales are generally free carrier (“FCA”), payment made at the origination point at the Company’s facility, and title passes as the product is loaded into rail cars hired by the customer. Certain spot-rate customers have shipping terms of FCA, payment made at the destination; the Company recognizes this revenue when the sand is received at the destination. The Company derives its revenue by mining and processing sand that its customers purchase. Its revenues are primarily a function of the price per ton realized and the volumes sold. In some instances, its revenues may also include a monthly reservation charge, at agreed-upon terms with its customers, or a charge for transportation services it provides to its customers. The Company’s transportation revenue fluctuates based on a number of factors, including the volume of product it transports and the distance between its plant and customers. The Company’s reservation revenue is based on negotiated contract terms and is recognized when rights of use are expired. The Company sells a limited amount of its products under short-term price agreements or at prevailing market rates. The majority of the Company’s revenues are realized through take-or-pay supply agreements with four customers. The expiration dates of these contracts range from 2016 through 2020; however, certain contracts include extension periods, as defined in the respective contracts. These agreements define, among other commitments, the volume of product that its customers must purchase, the volume of product that the Company must provide, and the price that the Company will charge and that its customers will pay for each ton of contracted product. Prices under these agreements are generally either fixed or indexed to the Average Cushing Oklahoma WTI Spot Prices and subject to adjustment, upward or downward, only for certain changes in published producer cost indices or market factors. As a result, the Company’s realized prices may not grow at rates consistent with broader industry pricing. For example, during periods of rapid price growth, its realized prices may grow more slowly than those of competitors, and during periods of price decline, its realized prices may outperform industry averages. With respect to the take-or-pay arrangements, if the customer is not allowed to make up deficiencies, the Company recognizes revenues of the minimum contracted quantity and minimum contract price, assuming payment has been received or is reasonably assured. If deficiencies can be made up, amounts billed and collected in excess of actual sales are recognized as deferred revenues until production is actually taken by the customer or the right to make up deficiencies expires. These agreements generally provide that, if the Company is unable to deliver the contracted minimum volumes, the customer has the right to purchase replacement product from alternative sources, provided that the inability to supply is not the result of an excusable delay, as defined in these agreements. In the event that the price of the replacement product exceeds the contract price and the inability to supply the contracted minimum volume is not the result of an excusable delay, the Company is responsible for the difference. The Company also recognizes revenue on the rental of its leased rail car fleet (Note 19) to customers either under long-term contracts or on an as-used basis. For the three months ended September 30, 2016 and 2015, the Company recognized $1,395 and $865 of rail car revenue, respectively. For the nine months ended September 30, 2016 and 2015, the Company recognized $4,337 and $2,521 of rail car revenue, respectively. For the three months ended September 30, 2016 and 2015, the Company did not recognize any revenue relating to minimum required payments under take-or-pay contracts. For the three months ended September 30, 2016 and 2015, the Company recognized $5,000 and $0 of monthly reservation charges required under certain customer contracts, respectively. For the nine months ended September 30, 2016 and 2015, the Company recognized $2,997 and $0 of revenue relating to minimum required payments under take-or-pay contracts, respectively. For the nine months ended September 30, 2016 and 2015, the Company recognized $10,541 and $0 of monthly reservation charges required under certain customer contracts, respectively. At September 30, 2016 and December 31, 2015, the Company determined that no amounts related to minimum commitments under customer contracts were due or payable to the Company. |
Accounts and Unbilled Receivables | Accounts and Unbilled Receivables Accounts receivable represents customer transactions that have been invoiced as of the balance sheet date; unbilled receivables represent customer transactions that have not yet been invoiced as of the balance sheet date. Accounts receivable are due within 30 days, or in accordance with terms agreed upon with customers, and are stated at amounts due from customers net of any allowance for doubtful accounts. The Company considers accounts outstanding longer than the payment terms past due. The Company determines the allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, the customer’s current ability to pay its obligation, and the condition of the general economy and the industry as a whole. Accounts receivables are written off when they are deemed uncollectible, and payments subsequently received on such receivables are credited to bad debt expense. As of September 30, 2016 and December 31, 2015, the Company maintained an allowance for doubtful accounts of $189 and $0, respectively. |
Deferred Revenue | Deferred Revenue The Company receives advance payments from certain customers in order to secure and procure a reliable provision and delivery of product. The Company classifies such advances as current or noncurrent liabilities depending upon the anticipated timing of delivery of the supplied product. Revenue is recognized upon the delivery of the product. The Company may receive an advance payment from a customer, based on the terms of the customer’s long-term contract, for a certain volume of product to be delivered. Revenue is recognized as product is delivered and the deferred revenue is reduced. The deferred revenue balance at September 30, 2016 and December 31, 2015 was $5,204 and $7,133, respectively and classified as a current liability in the accompanying condensed consolidated balance sheets . As disclosed in Note 19, substantially all deferred revenue was recognized in November 2016. |
Shipping | Shipping Shipping costs are classified as cost of goods sold There was no revenue or cost of goods sold Revenue generated from shipping was $121 and $2,294, respectively, for the nine months ended September 30, 2016 and 2015, respectively. Cost of goods sold |
Inventories | Inventories The Company’s sand inventory consists of raw material (sand that has been excavated but not processed), work-in-progress (sand that has undergone some but not all processing) and finished goods (sand that has been completely processed and is ready for sale). The spare parts inventory consists of critical spare parts. Sand inventory is stated at the lower of cost or market using the average cost method. For the three and nine months ended September 30, 2016 and 2015, respectively, the Company had no write-down of inventory as a result of any lower of cost or market assessment. Costs applied to the inventory include direct excavation costs, processing costs, overhead allocation, depreciation and depletion. Stockpile tonnages are calculated by measuring the number of tons added and removed from the stockpile. Costs are calculated on a per ton basis and are applied to the stockpiles based on the number of tons in the stockpile. The Company performs quarterly physical inventory measurements to verify the quantity of inventory on hand. Due to variation in sand density and moisture content and production processes utilized to manufacture the Company’s products, physical inventories will not necessarily detect all variances. To mitigate this risk, the Company recognizes a yield adjustment on its inventories. Spare parts inventory is accounted for on a first-in, first-out basis at the lower of cost or market. |
Deferred Financing Charges | Deferred Financing Charges Direct costs incurred in connection with the revolving credit facility have been capitalized and are being amortized using the straight-line method, which approximates the effective interest method, over the life of the debt. Fees attributable to the lender of $1,664 are presented as a discount to the carrying value of debt. Amortization expense of the deferred financing charges of $37, and accretion expense of debt discount of $73 are included in interest expense for each of the three months ended September 30, 2016 and 2015, respectively. Amortization expense of the deferred financing charges of $117 and $107, and accretion expense of debt discount of $232 and $217 are included in interest expense for the nine months ended September 30, 2016 and 2015, respectively. As part of the December 2015 amendment to the revolving credit facility, the Company was required to calculate quarterly permanent reductions to the maximum commitment available under the revolving credit facility. During the nine months ended September 30, 2016, the Company accelerated amortization of $18 representing a portion of the remaining unamortized balance of debt issuance costs. Refer to Note 8 – Credit Facilities for additional disclosure on the Company’s revolving credit agreement. |
Financial Instruments | Financial Instruments The carrying value of the Company’s financial instruments, consisting of cash, accounts receivable, accounts payable and accrued expenses, approximates their fair value due to the short maturity of such instruments. Financial instruments also consist of debt for which fair value approximates carrying values as the debt bears interest at a variable rate which is reflective of current rates otherwise available to the Company. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. |
Fair Value Measurements | Fair Value Measurements The Company’s financial assets and liabilities are to be measured using inputs from the three levels of the fair value hierarchy, of which the first two are considered observable and the last unobservable, which are as follows: • Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3—Unobservable inputs that reflect the Company’s assumptions that market participants would use in pricing assets or liabilities based on the best information available. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the provisions of Accounting Standards Codification (“ASC”) - 718, Compensation—Stock Compensation (“ASC 718”), which requires the recognition of expense related to the fair value of stock-based compensation awards in the Statements of Operations and Comprehensive Income (Loss). For restricted stock issued to employees and members of the board of directors of the Company (the “Board”) for their services on the Board, the Company estimates the grant date fair value of each share of restricted stock at issuance. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the straight-line recognition method when it is probable that the performance condition will be achieved. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. The grant date fair value was calculated based on a weighted analysis of (i) publicly-traded companies in similar line of business to the Company (market comparable method)—Level 2 inputs, and (ii) discounted cash flows of the Company—Level 3 inputs. |
Income Taxes | Income Taxes The Company applies the provisions of ASC Topic 740, Income Taxes (“ASC 740”), which principally utilizes a balance sheet approach to provide for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of net operating loss carryforwards and temporary differences between the carrying amounts and the tax bases of assets and liabilities. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The impact of an uncertain income tax position on the income tax returns must be recognized at the largest amount that is more-likely-than-not to be required to be recognized upon audit by the relevant taxing authority. This standard also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition issues with respect to tax positions. The Company includes interest and penalties as a component of income tax expense in the consolidated statement of operations. For the periods presented, no interest and penalties were recorded. |
Environmental Matters | Environmental Matters The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. Management has established procedures for the ongoing evaluation of the Company’s operations, to identify potential environmental exposures and to comply with regulatory policies and procedures. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and do not contribute to current or future revenue generation are expensed as incurred. Liabilities are recorded when environmental costs are probable, and the costs can be reasonably estimated. The Company maintains insurance which may cover in whole or in part certain environmental expenditures. As of September 30, 2016 and December 31, 2015, there were no probable environmental matters. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) was equal to net income (loss) for all periods presented. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment. All long-lived assets of the Company reside in the United States. |
Basic and Diluted Net Income (Loss) Per Share of Common Stock | Basic and Diluted Net Income (Loss) Per Share of Common Stock Basic net income (loss) per share of common stock is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of Series A Preferred Stock, warrants to purchase common stock and restricted stock. Diluted net income per share of common stock is computed by dividing the net income (loss) attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of Series A Preferred Stock and warrants to purchase common stock, and restricted stock outstanding during the period calculated in accordance with the treasury stock method, although these shares, restricted stock and warrants are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of common stock for the three and nine months ended September 30, 2016. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic net income per share to the weighted average common shares outstanding used in the calculation of diluted net income per share: Three September 30, 2015 Nine Months Ended September 30, 2015 Determination of shares: Weighted average common shares outstanding 22,112,261 22,112,261 Assumed conversion of warrant 3,999,998 3,999,998 Assumed conversion of restricted stock 275,276 275,276 Diluted weighted-average common stock outstanding 26,387,535 26,387,535 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases” (ASC 842), which replaces the existing guidance in ASC 840, “Leases.” ASC 842 requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. The new lease standard does not substantially change lessor accounting. The new standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company currently in the process of evaluating the impact of the adoption on its consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”). The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606: The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. The Company is currently evaluating the effects of ASU 2016-10 on its consolidated financial statements. In May 2016, the FASB issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606: The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. The Company is currently evaluating the effects of ASU 2016-11 on its consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). The amendments in ASU 2016-12 provide clarifying guidance in certain narrow areas and add some practical expedients. Specifically, the amendments in this update (1) clarify the objective of the collectability criterion in step 1, and provides additional clarification for when to recognize revenue for a contract that fails step 1, (2) permit an entity, as an accounting policy election, to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price (3) specify that the measurement date for noncash consideration is contract inception, and clarifies that the variable consideration guidance applies only to variability resulting from reasons other than the form of the consideration, (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations, (5) clarifies that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application. Further, accounting for elements of a contract that do not affect revenue under legacy GAAP are irrelevant to the assessment of whether a contract is complete. In addition, the amendments permit an entity to apply the modified retrospective transition method either to all contracts or only to contracts that are not completed contracts, and (6) clarifies that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. However, an entity is still required to disclose the effect of the changes on any prior periods retrospectively adjusted. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606: The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. The Company is currently evaluating the effects of ASU 2016-12 on its consolidated financial statements. In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The guidance is effective for the Company beginning after December 15, 2017, although early adoption is permitted. The Company is currently evaluating the effects of ASU 2016-15 on its consolidated financial statements. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Reconciliation of Weighted-Average Common Shares Outstanding Used in the Calculation of Basic Net Income Per Share and Diluted Net Income Per Share | The following table reconciles the weighted-average common shares outstanding used in the calculation of basic net income per share to the weighted average common shares outstanding used in the calculation of diluted net income per share: Three September 30, 2015 Nine Months Ended September 30, 2015 Determination of shares: Weighted average common shares outstanding 22,112,261 22,112,261 Assumed conversion of warrant 3,999,998 3,999,998 Assumed conversion of restricted stock 275,276 275,276 Diluted weighted-average common stock outstanding 26,387,535 26,387,535 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: September December Raw material $ 66 $ 3 Work-in-progress 12,352 11,096 Finished goods 646 1,021 Spare parts 40 22 Total inventory 13,104 12,142 Less: current portion 6,168 4,181 Total inventory, net of current portion $ 6,936 $ 7,961 |
Prepaid Expenses and Other Cu31
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets comprised of the following: September 30, 2016 December 31, 2015 Prepaid insurance $ 30 $ 100 Prepaid expenses 189 533 Prepaid income taxes - 888 Other receivables 46 3 IPO costs 1,018 - Total prepaid expenses and other current assets $ 1,283 $ 1,524 |
Property, Plant and Equipment32
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Net Property, Plant and Equipment | Net property, plant and equipment consists of: September 30, 2016 December 31, 2015 Machinery, equipment and tooling $ 4,809 $ 4,673 Vehicles 953 952 Furniture and fixtures 303 303 Plant and building 64,387 64,001 Real estate properties 3,504 3,500 Railroad and sidings 7,920 7,868 Land and improvements 13,317 12,977 Asset retirement obligation 1,135 1,135 Mineral properties 9,785 9,785 Deferred mining costs 417 155 Construction in progress 16,517 16,637 123,047 121,986 Less: accumulated depreciation and depletion 17,752 13,058 Total property, plant and equipment, net $ 105,295 $ 108,928 |
Accrued and Other Expenses (Tab
Accrued and Other Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued and Other Expenses | Accrued and other expenses were comprised of the following: September 30, 2016 December 31, 2015 Employee related expenses $ 228 $ 216 Accrued construction 242 917 Accrued real estate taxes 516 - Accrued legal expenses 641 99 Accrued professional fees 587 139 Accrued freight and delivery charges 200 162 Accrued revolving credit facility interest 225 701 Derivative liability - 455 Other accrued liabilities 829 1,089 Total accrued and other expenses $ 3,468 $ 3,778 |
Equipment Lease Obligations (Ta
Equipment Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Equipment Lease Obligations | Future minimum lease payments for equipment lease obligations as of September 30, 2016 are as follows: Period ending September 30, Amount 2017 $ 768 2018 669 Total minimum lease payments 1,437 Amount representing interest at 4.8% - 6.3% (81 ) Present value of payments 1,356 Less: current portion (707 ) Total equipment financing obligations, net of current portion $ 649 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Notes Payable | Aggregate maturities of notes payable are as follows: Period ending September 30, Amount 2017 $ 392 2018 288 Total 680 Less: current portion (392 ) Total notes payable, net current portion $ 288 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Reconciliation of Total Reclamation Liability for Asset Retirement Obligations | The following is a reconciliation of the total reclamation liability for asset retirement obligations: Balance at December 31, 2015 $ 1,180 Additions to liabilities - Accretion expenses 54 Balance at September 30, 2016 $ 1,234 |
Mandatorily Redeemable Series37
Mandatorily Redeemable Series A Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Mandatorily Redeemable Series A Preferred Stock | |
Class Of Stock [Line Items] | |
Summary of Series A Preferred Stock | The Series A Preferred Stock consisted of: September 30, 2016 December 31, 2015 Face value $ 26,469 $ 26,469 Accumulated dividends 13,231 9,083 Net accretion of issuance & transaction cost - (844 ) Total Series A Preferred Stock $ 39,700 $ 34,708 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
2012 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | The following table summarizes restricted stock activity under the 2012 Plan from January 1, 2016 through September 30, 2016: Number of Units Weighted Average Unvested, December 31, 2015 289,557 $ 8.02 Granted 160,600 3.85 Vested (90,090 ) (8.01 ) Forfeitures (9,900 ) (6.00 ) Unvested, September 30, 2016 350,167 $ 6.87 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Annual Commitments Under Operating Leases | Future minimum annual commitments under such operating leases at September 30, 2016 are as follows: Twelve months ending September 30, 2017 $ 6,674 2018 5,218 2019 4,072 2020 3,260 2021 2,529 Thereafter 773 |
Organization and Nature of Bu40
Organization and Nature of Business (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Quantifying Prior Year Misstatements Corrected In Current Year Financial Statements [Abstract] | |
Correction resulted, decrease in current liabilities | $ 861 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | Nov. 09, 2016shares | Sep. 30, 2016shares | Dec. 31, 2015shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock, shares authorized | 33,000,000 | 33,000,000 | |
Subsequent Event | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock split ratio | 2,200 | ||
Common stock, shares authorized | 350,000,000 | ||
Effective date of stock split | Nov. 9, 2016 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)CustomerSegment | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Significant Accounting Policies [Line Items] | |||||
Number of customers with supply agreements | Customer | 4 | ||||
Agreements expiring period | 2,016 | ||||
Agreements expiring period | 2,020 | ||||
Rail car revenue recognized | $ 1,395,000 | $ 865,000 | $ 4,337,000 | $ 2,521,000 | |
Monthly reservation charges revenue recognized under certain customer contracts | 5,000,000 | 0 | 10,541,000 | 0 | |
Amount related to minimum commitments under customer contracts due or payable | 0 | $ 0 | $ 0 | ||
Accounts receivables due period | 30 days | ||||
Accounts receivables, allowance for doubtful accounts | 189,000 | $ 189,000 | 0 | ||
Deferred revenue balance | 5,204,000 | 5,204,000 | $ 7,133,000 | ||
Revenue generated from shipping | 0 | 0 | 121,000 | 2,294,000 | |
Cost of goods sold generated from shipping | 0 | 0 | 157,000 | 2,257,000 | |
Inventory write-down | 0 | 0 | 0 | 0 | |
Fees attributable to lender | 1,664,000 | 1,664,000 | |||
Amortization of deferred financing cost | 37,000 | 37,000 | 117,000 | 107,000 | |
Accretion expense of debt discount | 73,000 | 73,000 | 232,000 | 217,000 | |
Accelerated amortization of debt issuance costs | 18,000 | ||||
Recognized income tax interest and penalties | 0 | ||||
Probable environmental matters | 0 | 0 | $ 0 | 0 | |
Number of operating segment | Segment | 1 | ||||
Take-or-pay Contracts [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Revenue recognized relating to minimum required payments | $ 0 | $ 0 | $ 2,997,000 | $ 0 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Reconciliation of Weighted-Average Common Shares Outstanding Used in the Calculation of Basic Net Income Per Share and Diluted Net Income Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Determination of shares: | ||||
Weighted average common shares outstanding | 22,189,000 | 22,112,261 | 22,189,000 | 22,112,261 |
Assumed conversion of warrant | 3,999,998 | 3,999,998 | ||
Assumed conversion of restricted stock | 275,276 | 275,276 | ||
Diluted weighted-average common stock outstanding | 22,189,000 | 26,387,535 | 22,189,000 | 26,387,535 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 66 | $ 3 |
Work-in-progress | 12,352 | 11,096 |
Finished goods | 646 | 1,021 |
Spare parts | 40 | 22 |
Total inventory | 13,104 | 12,142 |
Less: current portion | 6,168 | 4,181 |
Total inventory, net of current portion | $ 6,936 | $ 7,961 |
Prepaid Expenses and Other Cu45
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 30 | $ 100 |
Prepaid expenses | 189 | 533 |
Prepaid income taxes | 888 | |
Other receivables | 46 | 3 |
IPO costs | 1,018 | |
Total prepaid expenses and other current assets | $ 1,283 | $ 1,524 |
Property, Plant and Equipment46
Property, Plant and Equipment, Net - Schedule of Net Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 123,047 | $ 121,986 |
Less: accumulated depreciation and depletion | 17,752 | 13,058 |
Total property, plant and equipment, net | 105,295 | 108,928 |
Machinery, Equipment and Tooling | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,809 | 4,673 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 953 | 952 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 303 | 303 |
Plant and Building | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 64,387 | 64,001 |
Real Estate Properties | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,504 | 3,500 |
Railroad and Sidings | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,920 | 7,868 |
Land and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,317 | 12,977 |
Asset Retirement Obligation | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,135 | 1,135 |
Mineral Properties | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,785 | 9,785 |
Deferred Mining Costs | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 417 | 155 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 16,517 | $ 16,637 |
Property, Plant and Equipment47
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expenses | $ 1,647 | $ 1,393 | $ 4,821 | $ 3,682 |
Interest expense capitalized | $ 0 | $ 541 | $ 139 | $ 1,520 |
Accrued and Other Expenses - Sc
Accrued and Other Expenses - Schedule of Accrued and Other Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Employee related expenses | $ 228 | $ 216 |
Accrued construction | 242 | 917 |
Accrued real estate taxes | 516 | |
Accrued legal expenses | 641 | 99 |
Accrued professional fees | 587 | 139 |
Accrued freight and delivery charges | 200 | 162 |
Accrued revolving credit facility interest | 225 | 701 |
Derivative liability | 455 | |
Other accrued liabilities | 829 | 1,089 |
Total accrued and other expenses | $ 3,468 | $ 3,778 |
Accrued and Other Expenses - Ad
Accrued and Other Expenses - Additional Information (Details) $ in Thousands | 1 Months Ended |
Feb. 29, 2016USD ($) | |
Payables And Accruals [Abstract] | |
Settlement of derivative liabilities | $ 460 |
Credit Facilities - Additional
Credit Facilities - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Mar. 28, 2014 | |
Revolving Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 74,000,000 | $ 72,500,000 | |
Credit facility available to repay outstanding preferred share and previous line of credit | 40,000,000 | ||
Direct financing costs | 1,675,000 | ||
Credit facility maturity date | Mar. 28, 2019 | ||
Line of credit | $ 56,500,000 | ||
Unamortized debt discount | 730,000 | ||
Letters of credit outstanding | 3,530,000 | ||
Credit facility remaining borrowing capacity | $ 13,927,000 | ||
Weighted average interest rate on outstanding borrowing | 4.40% | ||
Capitalized interest expense on property plant and equipment | $ 80,000 | $ 1,057,000 | |
Facility termination date | Nov. 9, 2016 | ||
Letter of Credit | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 |
Equipment Lease Obligations - A
Equipment Lease Obligations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Capital Leased Assets [Line Items] | ||||
Capital leased assets, depreciation expense | $ 73 | $ 73 | $ 219 | $ 219 |
Equipment | ||||
Capital Leased Assets [Line Items] | ||||
Capital leased assets, gross | $ 2,853 | $ 2,853 |
Equipment Lease Obligations - S
Equipment Lease Obligations - Schedule of Future Minimum Lease Payments for Equipment Lease Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Leases [Abstract] | ||
2,017 | $ 768 | |
2,018 | 669 | |
Total minimum lease payments | 1,437 | |
Amount representing interest at 4.8% - 6.3% | (81) | |
Present value of payments | 1,356 | |
Less: current portion | (707) | $ (409) |
Total equipment financing obligations, net of current portion | $ 649 |
Equipment Lease Obligations -53
Equipment Lease Obligations - Schedule of Future Minimum Lease Payments for Equipment Lease Obligations (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Minimum | |
Capital Leased Assets [Line Items] | |
Capital leases future minimum payments interest rate | 4.80% |
Maximum | |
Capital Leased Assets [Line Items] | |
Capital leases future minimum payments interest rate | 6.30% |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) | Sep. 30, 2016 |
Minimum | |
Debt Instrument [Line Items] | |
Interest rates on notes | 0.00% |
Maximum | |
Debt Instrument [Line Items] | |
Interest rates on notes | 8.39% |
Notes Payable - Schedule of Mat
Notes Payable - Schedule of Maturities of Notes Payable (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 392 | |
2,018 | 288 | |
Total | 680 | |
Less: current portion | (392) | $ (1,369) |
Notes payable, net of current portion | $ 288 | $ 569 |
Asset Retirement Obligation - A
Asset Retirement Obligation - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Asset Retirement Obligation Disclosure [Abstract] | ||
Post closure reclamation and site restoration obligation | $ 1,234 | $ 1,180 |
Asset Retirement Obligation - R
Asset Retirement Obligation - Reconciliation of Total Reclamation Liability for Asset Retirement Obligations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Asset Retirement Obligation Roll Forward Analysis Roll Forward | |
Balance at December 31, 2015 | $ 1,180 |
Accretion expenses | 54 |
Balance at September 30, 2016 | $ 1,234 |
Mandatorily Redeemable Series58
Mandatorily Redeemable Series A Preferred Stock - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jan. 31, 2012USD ($)shares | Sep. 30, 2011USD ($)$ / sharesshares | Sep. 30, 2016USD ($)shares | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Directorshares | Sep. 30, 2015USD ($)shares | Nov. 09, 2016USD ($) | Dec. 31, 2015USD ($)shares | Jul. 01, 2013shares | Sep. 13, 2011shares | |
Class Of Stock [Line Items] | ||||||||||
Common stock, shares issued | shares | 22,229,570 | 22,229,570 | 22,139,480 | |||||||
Interest expense incurred | $ 4,936,000 | $ 3,690,000 | ||||||||
Redeemable Series A preferred stock | $ 39,700,000 | 39,700,000 | $ 34,708,000 | |||||||
Series A Preferred Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, liquidation value | 39,700,000 | $ 39,700,000 | ||||||||
Series A Preferred Stock | Subsequent Event | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Redeemable Series A preferred stock | $ 40,329,000 | |||||||||
Mandatorily Redeemable Series A Preferred Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | shares | 100,000 | 200,000 | ||||||||
Preferred stock, voting rights description | The holders of the shares of Series A Preferred Stock were not entitled to vote, but were entitled to elect four of the seven directors to the Board. | |||||||||
Number of directors entitled to be elected | Director | 4 | |||||||||
Number of directors | Director | 7 | |||||||||
Preferred stock, dividend rate per annum | 15.00% | |||||||||
Preferred shares issued for dividends | shares | 4,148 | 3,581 | ||||||||
Interest expense incurred | $ 1,813,000 | $ 1,256,000 | $ 4,936,000 | $ 3,690,000 | ||||||
Interest expense capitalized to property, plant and equipment | $ 59,000 | $ 463,000 | ||||||||
Mandatorily redeemable preferred shares date | Sep. 13, 2016 | |||||||||
Mandatorily Redeemable Series A Preferred Stock | Minimum | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Options to repay of preferred shares amount | $ 1,000,000 | |||||||||
Mandatorily Redeemable Series A Preferred Stock | Installment One | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred Stock, Dividend Payment Terms | Dividends accrued and accumulated on the Series A Preferred Stock, whether or not earned or declared, at the rate of 15% per annum and compound quarterly on April 1, July 1, October 1 and January 1. | |||||||||
Mandatorily Redeemable Series A Preferred Stock | Tranche One | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Transaction costs incurred in connection with the issuance of the preferred shares | $ 1,698,000 | |||||||||
Mandatorily Redeemable Series A Preferred Stock | Tranche Two | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Transaction costs incurred in connection with the issuance of the preferred shares | $ 1,639,000 | |||||||||
Series A Investor | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Date of agreement | Sep. 13, 2011 | |||||||||
Series A Investor | Tranche One | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, shares issued | shares | 14,300,000 | |||||||||
Proceeds from issuance of common stock | $ 22,000,000 | |||||||||
Series A Investor | Mandatorily Redeemable Series A Preferred Stock | Tranche One | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, shares issued | shares | 22,000 | |||||||||
Preferred stock issued, value per share | $ / shares | $ 1,000 | |||||||||
Series A Investor | Mandatorily Redeemable Series A Preferred Stock | Tranche Two | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, shares issued | shares | 26,000 | |||||||||
Proceeds from issuance of redeemable preferred stock | $ 26,000,000 |
Mandatorily Redeemable Series59
Mandatorily Redeemable Series A Preferred Stock - Summary of Series A Preferred Stock (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Equity [Abstract] | ||
Face value | $ 26,469 | $ 26,469 |
Accumulated dividends | 13,231 | 9,083 |
Net accretion of issuance & transaction cost | (844) | |
Total Series A Preferred Stock | $ 39,700 | $ 34,708 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) | Nov. 09, 2016shares | Sep. 30, 2016USD ($)shares | Dec. 31, 2011USD ($)shares | Dec. 31, 2015shares |
Class Of Stock [Line Items] | ||||
Common stock shares pledged under guarantee | 5,896,000 | |||
Common stock, shares authorized | 33,000,000 | 33,000,000 | ||
Subsequent Event | ||||
Class Of Stock [Line Items] | ||||
Common stock split ratio | 2,200 | |||
Common stock, shares authorized | 350,000,000 | |||
Preferred stock, undesignated shares authorized | 10,000,000 | |||
Series A Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares issued | 14,300,000 | |||
Common stock, value issued | $ | $ 0 | |||
Convertible preferred stock value issued upon conversion | $ | $ 1,179,000 | |||
Convertible preferred stock, shares issued upon conversion | 14,300,000 | |||
Convertible preferred stock, settlement terms | the amount allocated to the Series A Investor’s common shares was accreted to the face value of the Series A Preferred Stock with a corresponding charge to interest expense over the 5-year term of the Series A Preferred Stock. | |||
Preferred shares corresponding charge interest expense period | 5 years |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | Dec. 02, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Class Of Warrant Or Right [Line Items] | |||
Warrants to purchase common stock | 3,999,998 | ||
Purchase price per share | $ 0.0045 | ||
Warrants expiration duration | 8 years | ||
Expense recognized for warrants performance criteria. | $ 70,000 | $ 0 | |
Subsequent Event | |||
Class Of Warrant Or Right [Line Items] | |||
Accelerated recognition of remaining warrant expense | $ 279,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - 2012 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | Dec. 02, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2014 | May 31, 2012 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock shares authorized for issuance | 880,000 | 440,000 | |||||
Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Restricted stock shares issued | 160,600 | ||||||
Grant date fair value per share | $ 3.85 | ||||||
Stock compensation expense recognized | $ 229 | $ 196 | $ 650 | $ 611 | |||
Unrecognized stock based compensation expense | $ 1,775 | $ 1,775 | |||||
Vesting of restricted stock, shares | 90,090 | ||||||
Performance Based Restricted Stock | Subsequent Event | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting of restricted stock, shares | 77,000 | ||||||
Accelerated recognition of remaining compensation expense | $ 231 | ||||||
Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Expiration period | 5 years | ||||||
Percent of voting power | 10.00% | ||||||
Minimum | Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Grant date fair value per share | $ 1.89 | ||||||
Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Expiration period | 10 years | ||||||
Maximum | Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Grant date fair value per share | $ 8.06 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - 2012 Equity Incentive Plan - Restricted Stock | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units Unvested, Beginning balance | shares | 289,557 |
Number of Units, Granted | shares | 160,600 |
Number of Units, Vested | shares | (90,090) |
Number of Units, Forfeitures | shares | (9,900) |
Number of Units Unvested, Ending balance | shares | 350,167 |
Weighted Average Unvested, Beginning balance | $ / shares | $ 8.02 |
Weighted Average, Granted | $ / shares | 3.85 |
Weighted Average, Vested | $ / shares | (8.01) |
Weighted Average, Forfeitures | $ / shares | (6) |
Weighted Average Unvested, Ending balance | $ / shares | $ 6.87 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Statutory tax rate | 35.00% | 35.00% | 35.00% | 35.00% |
Effective tax rate, statutory federal rate net of discrete federal and state taxes | 5.50% | 5513.00% | 56.00% | 19.00% |
Discrete rate impact for provision to return adjustment | 7.00% |
Concentrations - Additional Inf
Concentrations - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Supplier Concentration Risk | One Supplier | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12.00% | 25.00% | |||
Supplier Concentration Risk | Four Suppliers | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 71.00% | ||||
Supplier Concentration Risk | Three Suppliers | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 41.00% | ||||
Supplier Concentration Risk | Two Suppliers | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 35.00% | 37.00% | |||
Revenue | Four Customers | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 97.00% | 94.00% | |||
Revenue | Three Customers | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 97.00% | 97.00% | |||
Accounts Receivable | Three Customers | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 86.00% | 96.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Chief Executive Officer | |||||
Related Party Transaction [Line Items] | |||||
Term of loan | 1 year | ||||
Percentage of loan | 0.00% | ||||
Loan amount included as compensation to the Chief Executive Officer | $ 61 | ||||
Series A Investor | Management and Administrative Support Services | |||||
Related Party Transaction [Line Items] | |||||
Reimbursed out-of-pocket and other expenses | $ 7 | $ 0 | $ 10 | $ 14 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Annual Commitments Under Operating Leases (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 6,674 |
2,018 | 5,218 |
2,019 | 4,072 |
2,020 | 3,260 |
2,021 | 2,529 |
Thereafter | $ 773 |
Commitments and Contingencies68
Commitments and Contingencies - Additional Information (Details) | Aug. 31, 2010USD ($)$ / a$ / t | Dec. 31, 2016USD ($) | Nov. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Nov. 01, 2016Railcar |
Loss Contingencies [Line Items] | ||||||||
Expenses related to operating leases and rental agreements | $ 1,765,000 | $ 1,316,000 | $ 5,202,000 | $ 3,124,000 | ||||
Consulting Agreement | ||||||||
Loss Contingencies [Line Items] | ||||||||
Reimbursed out-of-pocket and other expenses | $ 10,000 | |||||||
Closing fee per acre | $ / a | 1 | |||||||
Consulting fees, expenses reimbursements and closing costs | 0 | 0 | 0 | 841,000 | ||||
Tonnage fees per ton | $ / t | 0.50 | |||||||
Tonnage fees incurred | 71,000 | $ 46,000 | 169,000 | $ 213,000 | ||||
Consulting Agreement | Minimum | ||||||||
Loss Contingencies [Line Items] | ||||||||
Tonnage fees | $ 200,000 | |||||||
Employment Agreements | ||||||||
Loss Contingencies [Line Items] | ||||||||
Agreements renewal period | 1 year | |||||||
Commitments under employment agreement | 1,175,000 | $ 1,175,000 | ||||||
Agreement expiration date | 2017-05 | |||||||
Performance Bond | Jackson County, Wisconsin | ||||||||
Loss Contingencies [Line Items] | ||||||||
Bond, carrying value | 4,400,000 | $ 4,400,000 | ||||||
Permit bond | Town of Curran, Wisconsin | ||||||||
Loss Contingencies [Line Items] | ||||||||
Bond, carrying value | $ 1,000,000 | 1,000,000 | ||||||
Customers in Conjunction with Bankruptcy Proceedings | ||||||||
Loss Contingencies [Line Items] | ||||||||
Deferred revenue recognized | $ 4,969,000 | |||||||
Subsequent Event | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of rail cars | Railcar | 30 | |||||||
Subsequent Event | Customers in Conjunction with Bankruptcy Proceedings | ||||||||
Loss Contingencies [Line Items] | ||||||||
Unsecured bankruptcy claim granted | $ 12,000,000 | |||||||
Purchase of unsecured bankruptcy claim by third party | $ 6,600,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Dec. 08, 2016 | Nov. 23, 2016 | Nov. 09, 2016 | Dec. 15, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Mar. 28, 2014 |
Subsequent Event [Line Items] | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Purchase price per share | $ 0.0045 | ||||||
Letter of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Additional number of common stock purchase by underwriters from exercising option | 877,500 | ||||||
Common stock sold by underwriters from exercising option | 877,500 | ||||||
Net proceed received from underwriter option exercise after deducting underwriting discounts and commissions | $ 9,073,000 | ||||||
Subsequent Event | Jeffries Finance LLC | Senior Secured Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 45,000,000 | ||||||
Credit facility agreement, term | 3 years | ||||||
Facility termination date | Dec. 8, 2019 | ||||||
Percentage of commitment fee | 0.375% | ||||||
Default rate, additional to interest rate | 2.00% | ||||||
Line of credit | $ 0 | ||||||
Subsequent Event | Jeffries Finance LLC | Senior Secured Revolving Credit Facility | ABR | |||||||
Subsequent Event [Line Items] | |||||||
Default rate, additional to interest rate | 2.00% | ||||||
Subsequent Event | Jeffries Finance LLC | Senior Secured Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate | 3.00% | ||||||
Subsequent Event | Jeffries Finance LLC | Senior Secured Revolving Credit Facility | Minimum | ABR | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate | 2.00% | ||||||
Subsequent Event | Jeffries Finance LLC | Senior Secured Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate | 4.00% | ||||||
Subsequent Event | Jeffries Finance LLC | Senior Secured Revolving Credit Facility | Maximum | ABR | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate | 3.00% | ||||||
Subsequent Event | Jeffries Finance LLC | Letter of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||
Fronting fee per annum, percent | 0.25% | ||||||
Subsequent Event | Initial Public Offering | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares issued | 11,700,000 | ||||||
Common stock, par value | $ 0.001 | ||||||
Purchase price per share | 11 | ||||||
Share price, net of underwriting discount | $ 10.34 | ||||||
Net proceed received from IPO after deducting underwriting discounts and commissions | $ 120,978,000 | ||||||
Additional common stock, shares issued to underwriters | 877,500 | ||||||
Underwriters option granted period | 30 days |