OTHER FINANCIAL DATA | 6 Months Ended |
Jun. 30, 2014 |
Other Financial Data Disclosure [Abstract] | ' |
OTHER FINANCIAL DATA | ' |
2. OTHER FINANCIAL DATA |
Restricted Cash and Equivalents |
We were required under agreements with our chief executive officer (“CEO”) and an officer in our Sand segment (the “Sand Officer”) to establish and maintain Rabbi Trusts which were used to fund deferred compensation as described in the agreements. Restricted cash and equivalents were invested in short-term instruments at market rates; therefore the carrying values approximated fair value. In May 2014, all funds in the Rabbi Trusts were distributed to our CEO and Sand Officer and the Rabbi Trust was terminated. |
Allowance for Doubtful Accounts |
The allowance for doubtful accounts was $0.2 million and $0.3 million at June 30, 2014 and December 31, 2013, respectively. |
Inventories |
Inventories consisted of the following: |
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| June 30, | | December 31, | | | | | |
2014 | 2013 | | | | |
| ($ in thousands) | | | | | |
Refined fuels | $ | 12,320 | | | $ | 15,049 | | | | | | |
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Fuel raw materials and supplies | 10,470 | | | 12,304 | | | | | | |
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Sand raw materials | 4,343 | | | 7,981 | | | | | | |
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Sand work in process | 100 | | | 1,528 | | | | | | |
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Sand finished goods | 5,276 | | | 4,458 | | | | | | |
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Total | $ | 32,509 | | | $ | 41,320 | | | | | | |
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Property, Plant and Equipment |
Property, plant and equipment consisted of the following: |
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| June 30, | | December 31, | | | | | |
2014 | 2013 | | | | |
| ($ in thousands) | | | | | |
Machinery and equipment (1) | $ | 121,816 | | | $ | 115,629 | | | | | | |
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Buildings and improvements (1) | 32,154 | | | 31,819 | | | | | | |
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Land and improvements (1) | 24,232 | | | 20,314 | | | | | | |
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Mineral reserves | 10,800 | | | 10,800 | | | | | | |
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Construction in progress | 29,245 | | | 3,405 | | | | | | |
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Capitalized reclamation costs | 1,538 | | | 1,398 | | | | | | |
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Total cost | 219,785 | | | 183,365 | | | | | | |
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Accumulated depreciation and depletion | 44,389 | | | 37,234 | | | | | | |
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Net property, plant and equipment | $ | 175,396 | | | $ | 146,131 | | | | | | |
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(1) Includes assets under capital lease |
We recognized $7.3 million and $6.5 million of depreciation and depletion expense for the six months ended June 30, 2014 and 2013, respectively. |
Intangible Assets Other Than Goodwill |
Our intangible assets other than goodwill consisted of the following: |
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| Cost | | Accumulated | | Net | |
Amortization |
| ($ in thousands) | |
June 30, 2014: | | | | | | | | | |
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Trade names | $ | 46 | | | $ | 19 | | | $ | 27 | | |
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Customer relationships | 43,922 | | | 11,740 | | | 32,182 | | |
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Supply and transportation agreements | 3,330 | | | 1,356 | | | 1,974 | | |
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Non-compete agreement | 1,450 | | | 422 | | | 1,028 | | |
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Total | $ | 48,748 | | | $ | 13,537 | | | $ | 35,211 | | |
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December 31, 2013: | | | | | | | | | |
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Trade names | $ | 46 | | | $ | 17 | | | $ | 29 | | |
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Customer relationships | 43,922 | | | 8,187 | | | 35,735 | | |
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Supply and transportation agreements | 3,330 | | | 887 | | | 2,443 | | |
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Non-compete agreement | 1,450 | | | 242 | | | 1,208 | | |
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Total | $ | 48,748 | | | $ | 9,333 | | | $ | 39,415 | | |
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We recognized $4.2 million and $1.6 million of amortization expense for the six months ended June 30, 2014 and 2013, respectively. |
Other Assets, Net |
Other assets, net consisted of the following: |
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| June 30, | | December 31, | | | | | |
2014 | 2013 | | | | |
| ($ in thousands) | | | | | |
Deposit for business acquisition | $ | 11,000 | | | $ | — | | | | | | |
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Prepaid lease assets, net of current portion* | 6,107 | | | — | | | | | | |
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Deferred financing costs, net | 5,373 | | | 3,469 | | | | | | |
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Other | 352 | | | 347 | | | | | | |
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Total | $ | 22,832 | | | $ | 3,816 | | | | | | |
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* | The cost to transport leased railcars from the manufacturer to our site for initial placement in service is capitalized and amortized over the term of the lease (typically five to seven years). This balance reflects the non-current portion of these capitalized costs. | | | | | | | | | | | |
Accrued Liabilities |
Accrued liabilities consisted of the following: |
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| June 30, | | 31-Dec-13 | | | | | |
2014 | | | | |
| ($ in thousands) | | | | | |
Salaries and other employee-related | $ | 2,623 | | | $ | 2,701 | | | | | | |
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Deferred compensation | 946 | | | 6,740 | | | | | | |
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Deferred revenue | 126 | | | 3,131 | | | | | | |
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Sales, excise, property and income taxes | 4,251 | | | 2,659 | | | | | | |
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Other | 7,549 | | | 2,043 | | | | | | |
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Total | $ | 15,495 | | | $ | 17,274 | | | | | | |
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IPO Transaction-Related Costs |
We incurred generally non-recurring expenses related directly to the IPO in 2013. These costs consist primarily of incentive compensation and payroll-related costs paid to management. In addition, we incurred indirect legal, accounting, and other professional fees associated with the IPO transaction not related to the issuance of equity and debt. We reported these amounts as an operating expense. |
There were no similar expenses prior to 2013. The following table summarizes these costs for the six months ended June 30, 2013 (in thousands): |
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Incentive compensation: | | | | | | | | | | |
Compensation and payroll-related costs for termination of LTIC plan | $ | 6,512 | | | | | | | | | | |
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Incentive compensation and payroll-related costs to other management employees | 2,853 | | | | | | | | | | |
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Other IPO-related costs | 1,557 | | | | | | | | | | |
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Total IPO transaction-related costs | $ | 10,922 | | | | | | | | | | |
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Secondary Offering |
On June 20, 2014, we, our general partner, and Emerge Operating, along with certain selling unitholders named therein (the “Selling Unitholders”) entered into an Underwriting Agreement with underwriters named therein (the “Underwriters”), with respect to the offer and sale (the “Secondary Offering”) by the Selling Unitholders of 3,515,388 common units at a price to the public of $109.06 per common unit ($105.2429 per common unit, net of underwriting discounts and commissions). On June 25, 2014, the Selling Unitholders completed the Secondary Offering. We did not receive any proceeds from the Secondary Offering. Following the closing of the Secondary Offering and as of June 30, 2014, Insight Equity held 31% of all outstanding common units. Pursuant to the Underwriting Agreement, the Selling Unitholders also granted the Underwriters an option for a period of 30 days to purchase up to an additional 527,307 common units on the same terms, and on July 18, 2014, the Underwriters partially exercised the option to purchase 165,635 common units.. |
Mining and Wet Sand Processing Agreement |
In April 2014, a five-year contract with a sand processor (“Processor”) became effective to support our sand business in Wisconsin. Under this contract, the Processor financed and built a wet wash processing plant near our Wisconsin operations. As part of the agreement, the Processor wet washes our sand, creates stockpiles of washed sand and maintains the plant and equipment. During the term of the agreement the Processor will own the wet plant along with the equipment and other temporary structures used to support this activity. At the end of the five-year term of the agreement or following a default under the contract by the Processor, we have the right to take ownership of the wet plant and other equipment without charge. Subject to certain conditions, ownership of the plant and equipment will transfer to us at the expiration of the term. We accounted for the wet plant as a capital lease obligation. The original capitalized lease asset and corresponding capital lease obligation totaled $3.3 million. |
Fair Value of Financial Instruments |
Our financial instruments consist primarily of cash and cash equivalents, restricted cash and equivalents, accounts receivable, accounts payable and debt instruments. The carrying amounts of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable are representative of their fair values due to their short maturities. The carrying amounts of our revolving credit facility approximates fair value because the underlying instrument includes provisions that adjust our interest rates based on current market rates. |
Retirement Plan |
We sponsor 401(k) plans for substantially all employees, including legacy plans from our predecessor and Direct Fuels. The plans provide for us to match 100% of the participants’ contributions up to 5% of the participant’s pay. Additionally, we can make discretionary contributions as deemed appropriate by management. Our employer contributions to these plans totaled $0.3 million and $0.2 million for the six months ended June 30, 2014 and 2013, respectively. |
Seasonality |
For our Sand segment, winter weather affects the months during which we can wash and wet-process sand in Wisconsin. Seasonality is not a significant factor in determining our ability to supply sand to our customers because we accumulate a stockpile of wet sand feedstock during non-winter months. During the winter, we process the stockpiled sand to meet customer requirements. However, we sell sand for use in oil and natural gas production basins where severe weather conditions may curtail drilling activities. This is particularly true in drilling areas located in the northern U.S. and western Canada. If severe winter weather precludes drilling activities, our frac sand sales volume may be adversely affected. Generally, severe weather episodes affect production in the first quarter with effects possibly continuing into the second quarter. Generally, our Fuel segment does not experience dramatic seasonal shifts in quantities delivered to its customers. |
Concentration of Credit Risk |
We provide credit, in the normal course of business, to customers located throughout the United States and Canada. We perform ongoing credit evaluations of our customers and generally do not require collateral. In addition, we regularly evaluate our credit accounts for loss potential. |
Our largest customer balance represented 17% and 14% of our net accounts receivable balance as of June 30, 2014 and December 31, 2013, respectively. No other customer balance exceeded 10% of the total net accounts receivable balance as of June 30, 2014 and December 31, 2013. |
One customer represented 11% of revenues for the six months ended June 30, 2014, while no customer exceeded 10% of revenues for the six months ended June 30, 2013. |
Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual periods beginning after December 15, 2016 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted. We are evaluating the effect of adopting this new accounting guidance but do not expect adoption will have a material impact on our financial position, results of operations or cash flows. |