OTHER FINANCIAL DATA | 3 Months Ended |
Mar. 31, 2015 |
Other Financial Data Disclosure [Abstract] | |
OTHER FINANCIAL DATA | 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 $0.5 million and $0.4 million at March 31, 2015 and December 31, 2014, respectively. |
Inventories |
Inventories consisted of the following: |
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| March 31, | | December 31, | | | | | |
2015 | 2014 | | | | |
| ($ in thousands) | | | | | |
Sand finished goods | $ | 12,782 | | | $ | 7,582 | | | | | | |
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Refined fuels | 7,452 | | | 8,031 | | | | | | |
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Sand work in process | 5,271 | | | 14,413 | | | | | | |
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Fuel raw materials and supplies | 4,724 | | | 2,157 | | | | | | |
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Sand raw materials and supplies | 97 | | | 95 | | | | | | |
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Total | $ | 30,326 | | | $ | 32,278 | | | | | | |
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Property, Plant and Equipment |
Property, plant and equipment consisted of the following: |
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| March 31, | | December 31, | | | | | |
2015 | 2014 | | | | |
| ($ in thousands) | | | | | |
Machinery and equipment (1) | $ | 146,825 | | | $ | 146,951 | | | | | | |
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Buildings and improvements (1) | 51,027 | | | 51,027 | | | | | | |
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Land and improvements (1) | 37,461 | | | 37,461 | | | | | | |
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Mineral reserves | 30,181 | | | 30,181 | | | | | | |
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Construction in progress | 21,589 | | | 24,172 | | | | | | |
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Capitalized reclamation costs | 2,332 | | | 2,332 | | | | | | |
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Total cost | 289,415 | | | 292,124 | | | | | | |
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Accumulated depreciation and depletion | 58,170 | | | 53,467 | | | | | | |
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Net property, plant and equipment | $ | 231,245 | | | $ | 238,657 | | | | | | |
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(1) Includes assets under capital lease |
We recognized $4.7 million and $3.7 million of depreciation and depletion expense for the three months ended March 31, 2015 and 2014, respectively. |
Intangible Assets Other Than Goodwill |
Our intangible assets other than goodwill consisted of the following: |
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| Cost | | Accumulated | | Net | |
Amortization |
| ($ in thousands) | |
March 31, 2015: | | | | | | |
Trade names | $ | 46 | | | $ | 21 | | | $ | 25 | | |
|
Customer relationships | 43,922 | | | 16,788 | | | 27,134 | | |
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Supply and transportation agreements | 3,330 | | | 1,917 | | | 1,413 | | |
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Non-compete agreement | 1,550 | | | 701 | | | 849 | | |
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Total | $ | 48,848 | | | $ | 19,427 | | | $ | 29,421 | | |
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December 31, 2014: | | | | | | |
Trade names | $ | 46 | | | $ | 20 | | | $ | 26 | | |
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Customer relationships | 43,922 | | | 15,293 | | | 28,629 | | |
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Supply and transportation agreements | 3,330 | | | 1,769 | | | 1,561 | | |
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Non-compete agreement | 1,550 | | | 608 | | | 942 | | |
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Total | $ | 48,848 | | | $ | 17,690 | | | $ | 31,158 | | |
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We recognized $1.7 million and $2.1 million of amortization expense for the three months ended March 31, 2015 and 2014, respectively. |
Other Assets, Net |
Other assets, net consisted of the following: |
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| March 31, | | December 31, | | | | | |
2015 | 2014 | | | | |
| ($ in thousands) | | | | | |
Prepaid lease assets, net of current portion* | $ | 11,808 | | | $ | 8,333 | | | | | | |
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Other | 695 | | | 591 | | | | | | |
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Total | $ | 12,503 | | | $ | 8,924 | | | | | | |
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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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| March 31, | | 31-Dec-14 | | | | | |
2015 | | | | |
| ($ in thousands) | | | | | |
Sales, excise, property and income taxes | $ | 4,750 | | | $ | 5,002 | | | | | | |
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Logistics | 2,876 | | | 3,185 | | | | | | |
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Current portion of business acquisition obligations | 2,830 | | | 2,702 | | | | | | |
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Sand purchases and royalties | 1,847 | | | 659 | | | | | | |
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Salaries and other employee-related | 1,817 | | | 4,048 | | | | | | |
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Deferred compensation | 1,628 | | | 1,341 | | | | | | |
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Derivative contract liability | 806 | | | 422 | | | | | | |
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Construction | 124 | | | 3,379 | | | | | | |
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Other | 3,395 | | | 3,673 | | | | | | |
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Total | $ | 20,073 | | | $ | 24,411 | | | | | | |
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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. |
Write-Off of Assets |
In 2014, we began development of sand processing facilities in Independence, Wisconsin. Due to a number of complications, including an increase in projected operating costs and a decline in the market price and demand for frac sand in early 2015, we determined that this project was no longer economically viable. As of March 31, 2015, we have recorded a $6.7 million charge to earnings for non-recoverable costs incurred for this project to-date, including items such as engineering, legal and other professional service fees, and site preparation costs - none of which have any salvage value. We may adjust this estimate in the future as certain contingencies are resolved, but we do not expect any such adjustments to be significant. |
Management committed to a plan to discontinue this project in April 2015. In accordance with FASB ASC 420, Exit or Disposal Cost Obligations, any contract termination charges and estimated values of continuing contractual obligations for which we will receive no future value will be recognized as a charge to earnings as of the contract termination date or cease-use date. We currently estimate these contract charges will be approximately $2 million, the majority of which should be recognized in the second quarter of 2015. |
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 a 401(k) plan for substantially all employees that provides for us to match 100% of participant 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 three months ended March 31, 2015 and 2014, 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 three largest customer balances represented 20%, 14% and 12% of our net accounts receivable balance as of March 31, 2015. Our two largest customers also represented 24% and 15% of our net accounts receivable balance as of December 31, 2014. No other customer balance exceeded 10% of the total net accounts receivable balance as of March 31, 2015 and December 31, 2014. |
One customer represented 13% of total revenues for the three months ended March 31, 2015, while a different customer represented 12% of revenues for the three months ended March 31, 2014. |
Recent Accounting Pronouncements |
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 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. On April 2, 2015, the FASB voted to defer, by one year, the effective date to annual reporting periods beginning after December 15, 2017. Early adoption is permitted as of the original effective date. 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. |
In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest, to modify the presentation of debt issuance costs. Under ASU 2015-03 debt issuance costs are required to be presented as a direct deduction of debt balances on the statement of financial position, similar to the presentation of debt discounts. ASU 2015-03 is effective for public companies for years beginning after December 15, 2015, and interim periods within those fiscal periods. For all other entities, ASU 2015-03 is effective for years beginning after December 15, 2015 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for financial statements that have not already been issued. Additionally, the provisions should be applied on a retrospective basis as a change in accounting principle. We have elected to adopt ASU 2015-03 as of March 31, 2015. The adoption of this new accounting guidance resulted in a reclassification of deferred financing costs from “Other assets, net” to “Long-term debt, net of current portion” on our condensed consolidated balance sheets for the current and all prior periods. There was no impact on our results of operations or cash flows. |