FAIRMOUNT SANTROL HOLDINGS INC., 10-K/A filed on 3/1/2018
Amended Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2016
Feb. 26, 2018
Jun. 30, 2016
Document And Entity Information [Abstract]
 
 
 
Document Type
10-K/A 
 
 
Amendment Flag
true 
 
 
Amendment Description
Fairmount Santrol Holdings Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Original Form 10-K”) with the Securities and Exchange Commission (the “SEC”) on March 9, 2017. The Company is filing this Amendment No. 1 to the Original Form 10-K (this “Form 10-K/A”) solely for the purpose of correcting certain misstatements that the Company has concluded are not material in the footnotes to the Company’s financial statements, as described more fully in Note 1 to the financial statements provided with this Form 10-K/A, and identifying certain control deficiencies relating thereto, as described more fully in Item 9A of this Form 10-K/A. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Since financial statements are contained in this Form 10-K/A, the Company is also furnishing new certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 with this Form 10-K/A. Accordingly, Item 15 of Part IV has been amended to include the currently dated certifications as exhibits. Except as set forth above, no changes have been made to the Original Form 10-K, and this Form 10-K/A does not amend, modify or update any other information contained in the Original Form 10-K. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the Original Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and the Company’s filings with the SEC subsequent to the filing of the Original Form 10-K. 
 
 
Document Period End Date
Dec. 31, 2016 
 
 
Document Fiscal Year Focus
2016 
 
 
Document Fiscal Period Focus
FY 
 
 
Trading Symbol
FMSA 
 
 
Entity Registrant Name
Fairmount Santrol Holdings Inc. 
 
 
Entity Central Index Key
0001010858 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
224,346,147 
 
Entity Public Float
 
 
$ 549,912,304 
Consolidated Statements of Income (Loss) (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Statement [Abstract]
 
 
 
Revenues
$ 535,013 
$ 828,709 
$ 1,356,458 
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately)
459,714 
608,845 
851,454 
Operating expenses
 
 
 
Selling, general and administrative expenses
79,140 
85,191 
130,798 
Depreciation, depletion and amortization expense
72,276 
66,754 
59,379 
Goodwill and other asset impairments
93,148 
87,476 
 
Restructuring charges
1,155 
9,221 
 
Other operating expense
8,899 
1,357 
3,163 
Income (loss) from operations
(179,319)
(30,135)
311,664 
Interest expense, net
65,367 
62,242 
60,842 
Gain on repurchase of debt, net
(5,110)
 
 
Other non-operating expense (income)
(10)
1,492 
2,786 
Income (loss) before provision for income taxes
(239,566)
(93,869)
248,036 
Provision (benefit) for income taxes
(99,441)
(1,939)
77,413 
Net income (loss)
(140,125)
(91,930)
170,623 
Less: Net income attributable to the non-controlling interest
67 
205 
173 
Net income (loss) attributable to Fairmount Santrol Holdings Inc.
$ (140,192)
$ (92,135)
$ 170,450 
Basic
$ (0.78)
$ (0.57)
$ 1.08 
Diluted
$ (0.78)
$ (0.57)
$ 1.03 
Weighted average number of shares outstanding
 
 
 
Basic
179,429 
161,297 
157,950 
Diluted
179,429 
161,297 
166,277 
Consolidated Statements of Comprehensive Income (Loss) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Statement Of Income And Comprehensive Income [Abstract]
 
 
 
Net income (loss)
$ (140,125)
$ (91,930)
$ 170,623 
Other comprehensive loss, before tax
 
 
 
Foreign currency translation adjustment
(774)
(5,051)
(2,353)
Pension obligations
425 
222 
(949)
Change in fair value of derivative agreements
(3,018)
(1,836)
(5,971)
Total other comprehensive loss, before tax
(3,367)
(6,665)
(9,273)
Benefit from income taxes related to items of other comprehensive income (loss)
(2,058)
(1,780)
(4,151)
Comprehensive income (loss), net of tax
(141,434)
(96,815)
165,501 
Comprehensive income attributable to the non-controlling interest
67 
205 
173 
Comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc.
$ (141,501)
$ (97,020)
$ 165,328 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Current assets
 
 
Cash and cash equivalents
$ 194,069 
$ 171,486 
Accounts receivable, net of allowance for doubtful accounts of $3,055 and $2,470 at December 31, 2016 and December 31, 2015, respectively
78,942 
73,566 
Inventories, net
52,650 
70,494 
Prepaid expenses and other assets
7,065 
13,404 
Refundable income taxes
21,077 
26,506 
Current assets classified as held-for-sale (includes cash, accounts receivable, inventories, and property, plant, and equipment)
 
4,218 
Total current assets
353,803 
359,674 
Property, plant and equipment, net
727,735 
870,997 
Deferred income taxes
1,244 
834 
Goodwill
15,301 
15,301 
Intangibles, net
95,341 
96,482 
Other assets
9,486 
10,961 
Total assets
1,202,910 
1,354,249 
Current liabilities
 
 
Current portion of long-term debt
10,707 
17,385 
Accounts payable
37,263 
40,421 
Accrued expenses
26,185 
26,785 
Current liabilities directly related to current assets classified as held-for-sale (includes accounts payable and accrued expenses)
 
934 
Total current liabilities
74,155 
85,525 
Long-term debt
832,306 
1,205,721 
Deferred income taxes
7,057 
89,569 
Other long-term liabilities
38,272 
33,802 
Total liabilities
951,790 
1,414,617 
Commitments and contingent liabilities (Note 18)
   
   
Equity
 
 
Preferred stock: $0.01 par value, 100,000 authorized shares Shares outstanding: 0 at December 31, 2016 and December 31, 2015
   
   
Common stock: $0.01 par value, 1,850,000 authorized shares Shares outstanding: 223,601 and 161,433 at December 31, 2016 and December 31, 2015, respectively
2,422 
2,391 
Additional paid-in capital
297,649 
776,705 
Retained earnings
264,852 
405,044 
Accumulated other comprehensive loss
(19,002)
(17,693)
Total equity attributable to Fairmount Santrol Holdings Inc. before treasury stock
545,921 
1,166,447 
Less: Treasury stock at cost Shares in treasury: 18,666 and 77,765 at December 31, 2016 and December 31, 2015, respectively
(294,874)
(1,227,663)
Total equity (deficit) attributable to Fairmount Santrol Holdings Inc.
251,047 
(61,216)
Non-controlling interest
73 
848 
Total equity (deficit)
251,120 
(60,368)
Total liabilities and equity
$ 1,202,910 
$ 1,354,249 
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Statement Of Financial Position [Abstract]
 
 
Allowance for doubtful accounts
$ 3,055 
$ 2,470 
Preferred stock, par value
$ 0.01 
$ 0.01 
Preferred stock, shares authorized
100,000,000 
100,000,000 
Preferred stock, shares outstanding
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
1,850,000,000 
1,850,000,000 
Common stock, shares outstanding
223,601,000 
161,433,000 
Shares in treasury
18,666,000 
77,765,000 
Consolidated Statements of Equity (USD $)
In Thousands
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Other Comprehensive Income (Loss) [Member]
Treasury Stock [Member]
Subtotal [Member]
Non-controlling Interest [Member]
Beginning balances at Dec. 31, 2013
$ (165,358)
$ 2,341 
$ 733,088 
$ 326,729 
$ (3,536)
$ (1,227,001)
$ (168,379)
$ 3,021 
Beginning balances, shares at Dec. 31, 2013
 
156,462 
 
 
 
77,706 
 
 
Purchase of treasury stock
(662)
 
 
 
 
(662)
(662)
 
Purchase of treasury stock, shares
 
(59)
 
 
 
59 
 
 
Stock options exercised
6,540 
46 
6,494 
 
 
 
6,540 
 
Stock options exercised, shares
 
4,510 
 
 
 
 
 
 
Stock compensation expense
16,571 
 
16,571 
 
 
 
16,571 
 
Tax effect of stock options exercised
15,735 
 
15,735 
 
 
 
15,735 
 
Transactions with non-controlling interest
(702)
 
 
 
 
 
 
(702)
Net income (loss)
170,623 
 
 
170,450 
 
 
170,450 
173 
Other comprehensive loss
(9,273)
 
 
 
(9,273)
 
(9,273)
 
Ending balances at Dec. 31, 2014
33,474 
2,387 
771,888 
497,179 
(12,809)
(1,227,663)
30,982 
2,492 
Ending balances, shares at Dec. 31, 2014
 
160,913 
 
 
 
77,765 
 
 
Stock options exercised
1,767 
1,763 
 
 
 
1,767 
 
Stock options exercised, shares
 
520 
 
 
 
 
 
 
Stock compensation expense
4,525 
 
4,525 
 
 
 
4,525 
 
Tax effect of stock options exercised, forfeited, or expired
(1,471)
 
(1,471)
 
 
 
(1,471)
 
Transactions with non-controlling interest
(1,849)
 
 
 
 
 
 
(1,849)
Net income (loss)
(91,930)
 
 
(92,135)
 
 
(92,135)
205 
Other comprehensive loss
(4,884)
 
 
 
(4,884)
 
(4,884)
 
Ending balances at Dec. 31, 2015
(60,368)
2,391 
776,705 
405,044 
(17,693)
(1,227,663)
(61,216)
848 
Ending balances, shares at Dec. 31, 2015
 
161,433 
 
 
 
77,765 
 
 
Re-issuance of treasury stock
439,556 
 
(493,233)
 
 
932,789 
439,556 
 
Re-issuance of treasury stock, shares
 
59,000 
 
 
 
(59,000)
 
 
Stock options exercised
6,438 
31 
6,407 
 
 
 
6,438 
 
Stock options exercised, shares
3,071 
3,168 
 
 
 
(99)
 
 
Stock compensation expense
8,870 
 
8,870 
 
 
 
8,870 
 
Tax effect of stock options exercised, forfeited, or expired
(1,100)
 
(1,100)
 
 
 
(1,100)
 
Transactions with non-controlling interest
(842)
 
 
 
 
 
 
(842)
Net income (loss)
(140,125)
 
 
(140,192)
 
 
(140,192)
67 
Other comprehensive loss
(1,309)
 
 
 
(1,309)
 
(1,309)
 
Ending balances at Dec. 31, 2016
$ 251,120 
$ 2,422 
$ 297,649 
$ 264,852 
$ (19,002)
$ (294,874)
$ 251,047 
$ 73 
Ending balances, shares at Dec. 31, 2016
 
223,601 
 
 
 
18,666 
 
 
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Statement Of Cash Flows [Abstract]
 
 
 
Net income (loss)
$ (140,125)
$ (91,930)
$ 170,623 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
Depreciation and depletion
67,614 
62,218 
54,111 
Amortization
11,641 
11,416 
11,991 
Reserve for doubtful accounts
1,851 
1,968 
3,605 
Write-off of deferred financing costs
2,618 
864 
 
Gain on repurchase of debt, gross
(8,178)
 
 
Goodwill and other asset impairments
93,148 
76,038 
200 
Non-cash restructuring charges
 
1,162 
 
Inventory write-downs and reserves
10,302 
1,591 
908 
Loss on sale of fixed assets
420 
8,712 
854 
Unrealized loss on interest rate swaps
 
49 
208 
Deferred income taxes and taxes payable
(82,732)
20,983 
37,810 
Refundable income taxes
5,428 
(26,506)
 
Stock compensation expense
8,870 
4,525 
16,571 
Change in operating assets and liabilities:
 
 
 
Accounts receivable
(4,385)
127,718 
(70,011)
Inventories
7,543 
59,527 
(13,264)
Prepaid expenses and other assets
11,496 
23,234 
(23,454)
Accounts payable
4,196 
(38,698)
(1,456)
Accrued expenses
3,701 
(6,877)
17,488 
Net cash provided by (used in) operating activities
(6,592)
235,994 
205,276 
Cash flows from investing activities
 
 
 
Proceeds from sale of fixed assets
5,670 
 
5,160 
Capital expenditures and stripping costs
(30,597)
(113,750)
(143,491)
Earnout payments
(1,287)
 
 
Other investing activities
 
(250)
 
Net cash used in investing activities
(26,214)
(114,000)
(138,331)
Cash flows from financing activities
 
 
 
Proceeds from issuance of term loans
 
 
41,000 
Payments on long-term debt
(10,840)
(13,532)
(12,512)
Prepayments on term loans
(155,926)
 
 
Repurchase of term loans
(216,000)
 
 
Fees for repurchase of term loans
(450)
 
 
Payments on capital leases and other long-term debt
(5,947)
(6,975)
(4,830)
Proceeds from borrowing on revolving credit facility
 
 
32,267 
Payments on revolving credit facility
 
 
(73,000)
Settlement of contingent consideration
 
 
(9,600)
Proceeds from option exercises
6,438 
1,767 
6,540 
Proceeds from primary stock offering
439,556 
 
 
Purchase of treasury stock
 
 
(662)
Tax effect of stock options exercised, forfeited, or expired
(1,100)
(1,472)
15,735 
Transactions with non-controlling interest
(842)
(301)
(702)
Other financing activities
 
(4,578)
(1,913)
Net cash provided by (used in) financing activities
54,889 
(25,091)
(7,677)
Change in cash and cash equivalents related to assets classified as held-for-sale
1,376 
(1,376)
 
Foreign currency adjustment
(876)
(964)
(160)
Increase in cash and cash equivalents
22,583 
94,563 
59,108 
Cash and cash equivalents:
 
 
 
Beginning of period
171,486 
76,923 
17,815 
End of period
194,069 
171,486 
76,923 
Supplemental disclosure of cash flow information:
 
 
 
Interest paid
60,833 
61,395 
62,167 
Income taxes paid (refunded)
(21,311)
(19,898)
32,203 
Non-cash investing activities:
 
 
 
Equipment purchased under capital leases
 
$ 4,552 
$ 6,558 
Organization
Organization

1.

Organization

Fairmount Santrol Holdings Inc. and its consolidated subsidiaries (collectively, the “Company”) is a supplier of proppants and sand products.  The Company is organized into two segments: Proppant Solutions and Industrial & Recreational Products.  This segmentation is based on the end markets served, management structure, and the financial information that is reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance.

The Proppant Solutions business serves the oil and gas markets in the United States, Canada, Argentina, Mexico, China, northern Europe, and the United Arab Emirates, providing raw and coated proppants primarily for use in hydraulic fracturing.  The raw sand and substrate for coated sand generally consists of high-purity silica sands produced at facilities in Illinois, Wisconsin, and Texas.

The Industrial & Recreational Products (“I&R”) business provides raw and coated sands to the foundry, building products, glass, turf and landscape, and filtration industries.  Raw sand for the I&R business is produced at facilities in Ohio, Wisconsin, and Illinois.

In addition to its wholly-owned subsidiaries, the Company owns 90% of a holding company, Technimat LLC, which owns 70% of Santrol (Yixing) Proppant Co., a manufacturer of resin-based proppants located in China.  The non-controlling interests in both entities are presented as “non-controlling interest” on the balance sheet.

Prior Period Financial Statement Revisions

During the course of 2017, the Company identified the following classification errors, disclosure errors, and misstatements impacting the consolidated financial statements as of December 31, 2016 and 2015:

 

Asset categories presented in Note 5 – Property, Plant and Equipment were not properly classified at December 31, 2016 or 2015.  The classification between asset categories did not impact total assets, accumulated depletion and depreciation, or property, plant and equipment, net.

 

The description of the Company’s impairment assessment for long-lived intangible assets in Note 8 was not consistent with the Company’s asset grouping and was revised to clarify that these assets are evaluated for recoverability as part of an asset group.

 

Total assets as presented in Note 20 – Segment Reporting, for the Proppant Solutions and I&R segments were not properly stated as of December 31, 2016.

The Company assessed the materiality of these classification errors, disclosure errors, and misstatements on prior periods’ financial statements in accordance with SEC Staff Accounting Bulletin ("SAB") No. 99 – Materiality, codified in ASC 250 – Presentation of Financial Statements, and concluded that these classification errors, disclosure errors, and misstatements were not material, individually or in the aggregate, to any previously issued financial statements.  In accordance with ASC 250 (SAB No. 108 – Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), the notes to consolidated financial statements as of December 31, 2016 and 2015, and the years then ended, which are presented herein, have been revised.

The following tables present the impact of these revisions as of December 31, 2016 and 2015.

 

 

 

 

 

Note 5 – Property, Plant, and Equipment

 

 

December 31, 2016

 

 

 

As Reported on

 

 

 

 

 

 

As Corrected on

 

 

 

Original Form 10-K

 

 

Adjustments

 

 

this Form 10-K/A

 

Land and improvements

 

$

86,298

 

 

$

(3,307

)

 

$

82,991

 

Mineral reserves and mine development

 

 

253,766

 

 

 

(3,200

)

 

 

250,566

 

Machinery and equipment

 

 

596,962

 

 

 

(19,869

)

 

 

577,093

 

Buildings and improvements

 

 

161,057

 

 

 

26,401

 

 

 

187,458

 

Furniture, fixtures, and other

 

 

3,440

 

 

 

(25

)

 

 

3,415

 

Construction in progress

 

 

6,748

 

 

 

-

 

 

 

6,748

 

 

 

 

1,108,271

 

 

 

-

 

 

 

1,108,271

 

Accumulated depletion and depreciation

 

 

(380,536

)

 

 

-

 

 

 

(380,536

)

Property, plant, and equipment, net

 

$

727,735

 

 

$

-

 

 

$

727,735

 

 

 

 

December 31, 2015

 

 

 

As Reported on

 

 

 

 

 

 

As Corrected on

 

 

 

Original Form 10-K

 

 

Adjustments

 

 

this Form 10-K/A

 

Land and improvements

 

$

82,966

 

 

$

2,973

 

 

$

85,939

 

Mineral reserves and mine development

 

 

323,691

 

 

 

(3,200

)

 

 

320,491

 

Machinery and equipment

 

 

575,034

 

 

 

(9,352

)

 

 

565,682

 

Buildings and improvements

 

 

167,491

 

 

 

9,584

 

 

 

177,075

 

Furniture, fixtures, and other

 

 

3,609

 

 

 

(5

)

 

 

3,604

 

Construction in progress

 

 

41,347

 

 

 

-

 

 

 

41,347

 

 

 

 

1,194,138

 

 

 

-

 

 

 

1,194,138

 

Accumulated depletion and depreciation

 

 

(323,141

)

 

 

-

 

 

 

(323,141

)

Property, plant, and equipment, net

 

$

870,997

 

 

$

-

 

 

$

870,997

 


Note 20 – Segment Reporting

 

 

December 31, 2016

 

 

 

As Reported on

 

 

 

 

 

 

As Corrected on

 

 

 

Original Form 10-K

 

 

Adjustments

 

 

this Form 10-K/A

 

Segment assets

 

 

 

 

 

 

 

 

 

 

 

 

Proppant Solutions

 

$

477,777

 

 

$

382,388

 

 

$

860,165

 

Industrial & Recreational Products

 

$

57,029

 

 

$

46,027

 

 

$

103,056

 

 

Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

2.

Summary of Significant Accounting Policies

Principle of Consolidation

The consolidated financial statements include the accounts of Fairmount Santrol Holdings Inc. and its wholly-owned and majority-owned subsidiaries.  All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized when delivery of products has occurred, the selling price is fixed or determinable, collectability is reasonably assured and title and risk of loss have transferred to the customer.  This generally occurs when products leave a distribution terminal or, in the case of direct shipments, when products leave a production facility.  In a majority of cases, transportation costs to move product from a production facility to a storage terminal are borne by the Company and capitalized into the cost of inventory.  These costs are included in the cost of sales as the product is sold.  The Company derives its revenue by mining and processing minerals that its customers purchase for various uses.  Its net sales are primarily a function of the price per ton realized and the volumes sold.  In a number of instances, its net sales also include a separate charge for transportation services it provides to its customers.

In the Proppant Solutions segment, the Company primarily sells its products under market rate contracts with terms typically ranging from two to ten years.  The Company invoices the majority of its customers on a per shipment basis when the customer takes possession of the product.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.  At various times, the Company maintains funds on deposit at its banks in excess of FDIC insurance limits.

Accounts Receivable

Trade accounts receivable are stated at the amount management expects to collect, and do not bear interest.  Management provides for uncollectible amounts based on its assessment of the current status of individual accounts.  Accounts receivable are net of allowance for doubtful accounts of $3,055 and $2,470 as of December 31, 2016 and 2015, respectively.

Inventories

Inventories are stated at the lower of cost or market.  Certain subsidiaries determine cost using the last-in, first-out (LIFO) method.  If the first-in, first-out (FIFO) method of inventory accounting had been used, inventories would have been higher by $1,256 and $2,912 at December 31, 2016 and 2015, respectively.

LIFO inventories comprise 21% and 18% of inventories reflected in the accompanying Consolidated Balance Sheets as of December 31, 2016 and 2015, respectively.  The cost of inventories of all other subsidiaries is determined using the FIFO method.  In the years ended December 31, 2016 and 2015, respectively, the Company recorded $10,302 and $1,591 of adjustments to increase the inventory reserve to recognize the decline in value of work-in-process and finished goods inventory, which are recorded in cost of goods sold. In the year ended December 31, 2014, the Company recorded a write-down of $908 of certain inventory to recognize a permanent decline in the value of the inventory, which is included in other operating expense.  

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost.  Expenditures, including interest, for property, plant, and equipment and items that substantially increase the useful lives of existing assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred.

Depreciation on property, plant, and equipment is computed on a straight-line basis over the estimated useful lives of the related assets.  Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.  Depletion expense calculated for depletable land and mineral rights is based on cost multiplied by a depletion factor. The depletion factor varies based on production and other factors, but is generally equal to annual tons mined divided by total estimated remaining reserves for the mine.

The estimated service lives of property and equipment are principally as follows:

 

Land improvements

 

10-40 years

 

Machinery and equipment

 

3-20 years

 

Buildings and improvements

 

10-40 years

 

Furniture, fixtures, and other

 

3-10 years

 

 

Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the construction.  No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use.  Construction in progress at December 31, 2016, represents machinery and facilities under installation.

The Company capitalizes interest cost incurred on funds used to construct property, plant, and equipment.  The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life.  Interest cost capitalized was $1,380 and $4,903 in 2016 and 2015, respectively.

Depreciation and depletion expense was $67,614, $62,218, and $54,111 in the years ended December 31, 2016, 2015, and 2014, respectively.

The Company reviews property, plant, and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of property, plant, and equipment may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.  In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets or asset groups.  The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors.  See Note 5 for further detail.

Deferred Financing Costs

Deferred financing costs are amortized over the terms of the related debt obligations and are included in long-term debt.  In connection with the amendment to the Revolving Credit Facility in 2015, the Company wrote off $864 of costs that were previously capitalized.  In connection with the repurchase of portions of the Company’s debt in 2016, the Company wrote off $2,618 of deferred financing costs that were previously capitalized.  See Note 9 for further detail.

The following table presented deferred financing costs as of December 31, 2016 and 2015:

 

 

 

December 31, 2016

 

 

December 31, 2015

 

Deferred financing costs

 

$

39,924

 

 

$

42,541

 

Accumulated amortization

 

 

(29,530

)

 

 

(24,145

)

Deferred financing costs, net

 

$

10,394

 

 

$

18,396

 

 

Goodwill and Intangible Assets

Goodwill and indefinite-lived intangible assets are reviewed for impairment by applying a fair-value based test on an annual basis or more frequently if circumstances indicate that impairment may have occurred.  The Company evaluates qualitative factors such as economic performance, industry conditions, and other factors to determine if it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount.  The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill.  If the carrying amount of a reporting unit exceeds its fair value, an indication of goodwill impairment exists.  The second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any.  If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to the excess.  The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill.

The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a definite-lived intangible asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.  In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the assets or asset groups.

The evaluation of goodwill or other intangible assets for possible impairment includes estimating fair value using one or a combination of valuation techniques, such as discounted cash flows or based on comparable companies or transactions.  These valuations require the Company to make estimates and assumptions regarding future operating results, cash flows, changes in working capital and capital expenditures, selling prices, profitability, and the cost of capital.  Although the Company believes its assumptions and estimates are reasonable, deviations from the assumptions and estimates could produce a materially different result.

Earnings per Share

Basic and diluted earnings per share is presented for net income attributable to Fairmount Santrol Holdings Inc.  Basic earnings per share is computed by dividing income available to Fairmount Santrol Holdings Inc. common stockholders by the weighted-average number of outstanding common shares for the period.  Diluted earnings per share is computed by increasing the weighted-average number of outstanding common shares to include the additional common shares that would be outstanding after exercise of outstanding stock options and restricted stock units.  Potential common shares in the diluted earnings per share calculation are excluded to the extent that they would be anti-dilutive.

Derivatives and Hedging Activities

Due to its variable-rate indebtedness, the Company is exposed to fluctuations in interest rates.  The Company uses interest rate swaps to manage this exposure.  These derivative instruments are recorded on the balance sheet at their fair values.  Changes in the fair value of derivatives are recorded each period in current earnings or in other comprehensive income, depending on whether a derivative is designated as part of a hedging relationship and, if it is, depending on the type of hedging relationship.  For cash flow hedges in which the Company is hedging the variability of cash flows related to a variable-rate liability, the effective portion of the gain or loss on the derivative instrument is reported in other comprehensive income in the periods during which earnings are impacted by the variability of the cash flows of the hedged item.  The ineffective portion of all hedges is recognized in current period earnings.  As interest expense is accrued on the debt obligation, amounts in accumulated other comprehensive income (loss) related to the interest rate swaps are reclassified into income to obtain a net cost on the debt obligation equal to the effective yield of the fixed rate of each swap.  In the event that an interest rate swap is terminated prior to maturity, gains or losses in accumulated other comprehensive income (loss) remain deferred and are reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings.

The Company formally designates and documents instruments at inception that qualify for hedge accounting of underlying exposures in accordance with GAAP.  Both at inception and for each reporting period, the Company assesses whether the financial instruments used in hedging transactions are effective in offsetting changes in cash flows of the related underlying exposure.

Foreign Currency Translation

Assets and liabilities of all foreign operations are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year.  The related translation adjustments are reflected as accumulated other comprehensive income (loss) in equity.

Concentration of Labor

Approximately 18% of the Company’s domestic labor force is covered under two union agreements.  These agreements were successfully renegotiated during 2016 and expire in 2019.  

Concentration of Credit Risk

At December 31, 2016, the Company had two customers whose receivable balances exceed 10% of total receivables.  Approximately, 34% and 11% of the accounts receivable balance were from these two customers, respectively.  At December 31, 2015, the Company had one customer whose receivable balance exceeded 10% of total receivables.  Approximately, 35% of the Company’s accounts receivable balance was from this customer.

Income Taxes

The Company uses the asset and liability method to account for deferred income taxes.  Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax bases.  Management reviews the Company’s deferred tax assets to determine whether their value can be realized based upon available evidence.  A valuation allowance is established if management believes it is more likely than not that some portion of the deferred tax assets will not be realized.

Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change.

The Company recognizes a tax benefit associated with an uncertain tax position when the tax position is more-likely-than-not to be sustained upon examination by taxing authorities.  The amount recognized is measured as the amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.  The Company recognizes interest and penalties accrued related to unrecognized tax uncertainties in income tax expense.

Asset Retirement Obligation

The Company estimates the future cost of dismantling, restoring, and reclaiming operating excavation sites and related facilities in accordance with federal, state, and local regulatory requirements.  The Company records the initial estimated present value of reclamation costs as an asset retirement obligation and increases the carrying amount of the related asset by a corresponding amount.  The Company allocates reclamation costs to expense over the life of the related assets and adjusts the related liability for changes resulting from the passage of time and revisions to either the timing or amount of the original present value estimate.  If the asset retirement obligation is settled for more or less than the carrying amount of the liability, a loss or gain will be recognized, respectively.

Research and Development (“R&D”)

The Company’s research and development expenses consist of personnel and other direct and indirect costs for internally-funded project development.  Total expenses for R&D for the years ended December 31, 2016, 2015, and 2014 were $3,703, $5,036, and $6,286, respectively.  Total research and development expenditures represented 0.69%, 0.61%, and 0.46% of revenues in 2016, 2015, and 2014, respectively.

Change in Classification

For the year ended December 31, 2016, the Company changed the classification of certain operating expenses on the Consolidated Statements of Income (Loss).  Previously, the Company classified expenses incurred related to the downturn in the proppant market as “restructuring and other charges.”  The Company now further classifies these types of expenses between asset impairments and restructuring charges.  All periods presented have been reclassified accordingly.

In the three months ended December 31, 2016, the Company changed the presentation of non-cash stock compensation expense on the Consolidated Statements of Income (Loss).  The expenses were previously separately stated but are now included in selling, general, and administrative expenses.  All periods presented have been reclassified accordingly.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) is a separate line within equity that reports the Company’s cumulative income that has not been reported as part of net income.  Items that are included in this line are the income or loss from foreign currency translation, actuarial gains and losses and prior service cost related to pension liabilities, and the unrealized gains and losses on certain investments or hedges, net of taxes.  The components of accumulated other comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. at December 31, 2016 and 2015 were as follows:

 

 

 

December 31, 2016

 

 

 

Gross

 

 

Tax Effect

 

 

Net Amount

 

Foreign currency translation

 

$

(10,804

)

 

$

2,533

 

 

$

(8,271

)

Additional pension liability

 

 

(3,589

)

 

 

1,291

 

 

 

(2,298

)

Unrealized gain (loss) on interest rate hedges

 

 

(13,146

)

 

 

4,713

 

 

 

(8,433

)

 

 

$

(27,539

)

 

$

8,537

 

 

$

(19,002

)

 

 

 

December 31, 2015

 

 

 

Gross

 

 

Tax Effect

 

 

Net Amount

 

Foreign currency translation

 

$

(10,030

)

 

$

1,318

 

 

$

(8,712

)

Additional pension liability

 

 

(4,014

)

 

 

1,464

 

 

 

(2,550

)

Unrealized gain (loss) on interest rate hedges

 

 

(10,128

)

 

 

3,697

 

 

 

(6,431

)

 

 

$

(24,172

)

 

$

6,479

 

 

$

(17,693

)

 

The following table presents the changes in accumulated other comprehensive income by component for the year ended December 31, 2016:

 

 

 

Year Ended December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

 

Foreign

 

 

Additional

 

 

gain (loss)

 

 

 

 

 

 

 

currency

 

 

pension

 

 

on interest

 

 

 

 

 

 

 

translation

 

 

liability

 

 

rate hedges

 

 

Total

 

Beginning balance

 

$

(8,712

)

 

$

(2,550

)

 

$

(6,431

)

 

$

(17,693

)

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   before reclassifications

 

 

441

 

 

 

(14

)

 

 

(6,238

)

 

 

(5,811

)

Amounts reclassified from accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   other comprehensive income (loss)

 

 

-

 

 

 

266

 

 

 

4,236

 

 

 

4,502

 

Ending balance

 

$

(8,271

)

 

$

(2,298

)

 

$

(8,433

)

 

$

(19,002

)

 

The following table presents the reclassifications out of accumulated other comprehensive income during the year ended December 31, 2016:

 

 

 

Amount reclassified

 

 

 

 

 

from accumulated

 

 

 

Details about accumulated other

 

other comprehensive

 

 

Affected line item on

comprehensive income

 

income

 

 

the statement of income

Change in fair value of derivative swap agreements

 

 

 

 

 

 

Interest rate hedging contracts

 

$

6,522

 

 

Interest expense

Tax effect

 

 

(2,286

)

 

Tax expense (benefit)

 

 

$

4,236

 

 

Net of tax

Amortization of pension obligations

 

 

 

 

 

 

Prior service cost

 

$

-

 

 

Cost of sales

Actuarial losses

 

 

265

 

 

Cost of sales

Curtailment

 

 

182

 

 

Cost of sales

 

 

 

447

 

 

Total before tax

Tax effect

 

 

(181

)

 

Tax expense

 

 

 

266

 

 

Net of tax

Total reclassifications for the period

 

$

4,502

 

 

Net of tax

 

Recent Accounting Pronouncements
Recent Accounting Pronouncements

3.

Recent Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, which requires an entity’s management to evaluate conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or within one year after the date that the financial statements are available to be issued.  The ASU is effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter.  Accordingly, the Company incorporated this guidance into its internal control over financial reporting beginning with this Annual Report on Form 10-K for the year ended December 31, 2016.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 – Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e. lessees and lessors).  The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee.  This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively.  A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today.  The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases.  The Update is expected to impact the Company’s consolidated financial statements as the Company has certain operating and land lease arrangements for which it is the lessee.  ASC 842 supersedes the previous leases standard, ASC 840 – Leases.  The standard is effective on January 1, 2019, with early adoption permitted.  The Company is in the process of evaluating the impact of this new guidance on its financial statements and disclosures.

In March 2016, the FASB issued ASU No. 2016-09 – Compensation – Stock Compensation (Topic 718), which provides guidance on simplified accounting for and presentation of share-based payment transactions, including income tax consequences, minimum tax withholding requirements, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows.  The ASU requires all tax effects of share-based payments to be recorded through the income statement, windfall tax benefits to be recorded when the benefit arises, and all share-based payment tax-related cash flows to be reported as operating activities in the statement of cash flows.  Regarding tax withholding requirements, the ASU allows entities to withhold an amount up to the employees’ maximum individual tax rates without classifying the award as a liability.  The ASU also permits entities to make an accounting policy election for the impact of forfeitures on expense recognition, either recognized when forfeitures are estimated or when forfeitures occur.  The ASU is expected to impact the Company’s financial statements and disclosures as the Company makes share-based payments to its employees.  The ASU is effective beginning January 1, 2017, with early adoption permitted.  The Company has elected to forgo early adoption and will be implementing and reporting according to this new guidance beginning with its Quarterly Report on Form 10-Q for the period ending March 31, 2017.

In April, May, and December 2016, the FASB issued ASU No. 2016-10 – Revenue from Contracts with Customers – Identifying Performance Obligations and Licensing, ASU No. 2016-11 – Revenue Recognition and Derivatives and Hedging – Recession of SEC Guidance, ASU No. 2016-12 – Revenue from Contracts with Customers – Narrow-Scope Improvements and Practical Expedients, and ASU No. 2016-20 – Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.  These ASU’s each affect the guidance of the new revenue recognition standard in ASU No. 2014-09 – Revenue from Contracts with Customers and related subsequent ASUs.  This guidance is effective beginning January 1, 2018.  The Company is in the process of reviewing its various customer contracts in both of its business segments with a combination of applicable sales, legal, and accounting personnel in order to accomplish the following:

 

Identify separate performance obligations of the contract;

 

Determine the transaction price of the contract;

 

Allocate the transaction price to the performance obligations; and

 

Recognize revenue when/as the performance obligation is satisfied.

This review is in discussion and data-gathering stages and, therefore, the effect of the new guidance on the Company’s financial statements and disclosures is not yet readily determinable.

In August 2016, the FASB issued ASU No. 2016-15 – Statement of Cash Flows – Classifications of Certain Cash Receipts and Cash Payments (Topic 230).  The ASU reduces diversity in the presentation and classification of certain cash receipts and payments in the statement of cash flows, namely debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (“COLIs”) [including bank-owned life insurance policies (“BOLIs”)]; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle.  The guidance is effective beginning January 1, 2018, with early adoption permitted.  The guidance is required to be applied retrospectively for periods presented.  The Company has elected early adoption of this ASU and, accordingly, has applied this guidance to its Consolidated Statements of Cash Flows in this Annual Report on Form 10-K.

In October 2016, the FASB issued ASU No. 2016-16 – Income Taxes (Topic 740)Intra-Entity Transfers of Assets other than Inventory.  The ASU indicates that an entity should recognize the income tax consequences of an intra-entity transfer of assets other than inventory when the transfer occurs.  This ASU also eliminates the exception for an intra-entity transfer of an asset other than inventory.  The guidance is effective beginning January 1, 2018, with early adoption permitted.  The guidance is required to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption.  The Company is in the process of evaluating the impact of this new guidance on its financial statements and disclosures.

Inventories
Inventories

4.

Inventories

At December 31, 2016 and 2015, inventories consisted of the following:

 

 

 

December 31, 2016

 

 

December 31, 2015

 

Raw materials

 

$

7,465

 

 

$

10,145

 

Work-in-process

 

 

12,681

 

 

 

14,613

 

Finished goods

 

 

33,760

 

 

 

48,648

 

 

 

 

53,906

 

 

 

73,406

 

Less: LIFO reserve

 

 

(1,256

)

 

 

(2,912

)

Inventories, net

 

$

52,650

 

 

$

70,494

 

 

Property, Plant, and Equipment
Property, Plant, and Equipment

5.

Property, Plant, and Equipment

Please refer to Note 1 for further detail on the amendments to Note 5.  At December 31, 2016 and 2015, property, plant, and equipment consisted of the following:

 

 

 

December 31, 2016

 

 

December 31, 2015

 

Land and improvements

 

$

82,991

 

 

$

85,939

 

Mineral reserves and mine development

 

 

250,566

 

 

 

320,491

 

Machinery and equipment

 

 

577,093

 

 

 

565,682

 

Buildings and improvements

 

 

187,458

 

 

 

177,075

 

Furniture, fixtures, and other

 

 

3,415

 

 

 

3,604

 

Construction in progress

 

 

6,748

 

 

 

41,347

 

 

 

 

1,108,271

 

 

 

1,194,138

 

Accumulated depletion and depreciation

 

 

(380,536

)

 

 

(323,141

)

Property, plant, and equipment, net

 

$

727,735

 

 

$

870,997

 

 

Under ASC 360 Property, Plant, and Equipment, the Company is required to evaluate the recoverability of the carrying amount of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Based on the continuing adverse business conditions and the idling of certain assets, the Company evaluated certain of its asset groups that contained mineral reserves and other long-lived assets contained in the Proppant Solutions segment and concluded that the carrying amounts of those assets were not recoverable.  Fair value was determined by prices obtained from third parties for the assets and from estimating the net present value of the future cash flows over the life of the assets.  Using Level 3 inputs of the fair value hierarchy, critical assumptions for these valuations included future selling prices of products, future operating costs, and the cost of capital.  The Company incurred $93,148, $18,230, and $0 of such asset impairments in the years ended December 31, 2016, 2015, and 2014, respectively.  These impairments are recorded as asset impairments in operating expenses in the Consolidated Statements of Income (Loss).

Accrued Expenses
Accrued Expenses

6.

Accrued Expenses

At December 31, 2016 and 2015, accrued expenses consisted of the following:

 

 

 

December 31, 2016

 

 

December 31, 2015

 

Accrued payroll and fringe benefits

 

$

10,554

 

 

$

13,285

 

Contingent consideration

 

 

2,507

 

 

 

-

 

Accrued income taxes

 

 

421

 

 

 

1,042

 

Accrued real estate taxes

 

 

4,821

 

 

 

5,901

 

Other accrued expenses

 

 

7,882

 

 

 

6,557

 

Accrued expenses

 

$

26,185

 

 

$

26,785

 

 

Other Long-Term Liabilities
Other Long-Term Liabilities

7.

Other Long-Term Liabilities

At December 31, 2016 and 2015, other long-term liabilities consisted of the following:

 

 

 

December 31, 2016

 

 

December 31, 2015

 

Interest rate swaps

 

$

14,488

 

 

$

12,107

 

Accrued asset retirement obligations

 

 

5,249

 

 

 

4,288

 

Accrued compensation and benefits

 

 

11,579

 

 

 

11,752

 

Other

 

 

6,956

 

 

 

5,655

 

Other long-term liabilities

 

$

38,272

 

 

$

33,802

 

 

Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets

8.

Goodwill and Other Intangible Assets

The following table summarizes the activity in goodwill for the years ended December 31, 2016 and 2015:

 

 

 

 

 

 

 

 

 

 

 

Currency

 

 

 

 

 

 

 

Beginning Balance

 

 

Impairment

 

 

Translation / Other

 

 

Ending Balance

 

Year Ended December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proppant Solutions

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Industrial & Recreational Products

 

 

15,301

 

 

 

-

 

 

 

-

 

 

 

15,301

 

Total goodwill

 

$

15,301

 

 

$

-

 

 

$

-

 

 

$

15,301

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proppant Solutions

 

$

68,216

 

 

$

(69,246

)

 

$

1,030

 

 

$

-

 

Industrial & Recreational Products

 

 

16,461

 

 

 

-

 

 

 

(1,160

)

 

 

15,301

 

Total goodwill

 

$

84,677

 

 

$

(69,246

)

 

$

(130

)

 

$

15,301

 

 

Goodwill represents the excess of purchase price over the fair value of net assets acquired.  The Company evaluates goodwill on an annual basis in the fourth quarter and also when management believes indicators of impairment exist.  The Company performed a qualitative assessment of the I&R segment as of October 31, 2017 (the Company’s annual valuation date) and determined the fair value of this segment was, more likely than not, greater than its carrying value.  Based on the Company’s assessment in 2015,  the Company concluded that the goodwill attributable to the Proppant Solutions segment was fully impaired in the three months ended December 31, 2015 and recognized an impairment charge of $69,246 in that period..  The Company did not recognize any impairment losses for goodwill or other intangible assets in the year ended December 31, 2014.  Currency translation and other relates to the impact of the change in foreign currency exchange rates from international entities on goodwill, an adjustment to the initial FTSI purchase price allocation from exercising an option to acquire an additional mining facility, and an adjustment recorded to goodwill related to the post-acquisition settlement of escrow proceeds.  Goodwill on a certain property was originally recorded in the Proppant Solutions segment.  When the property transitioned to Industrial & Recreational Products usage, it was transferred to that segment.  In 2015, the property was idled and returned to the Proppant Solutions segment, where the write-off of goodwill related to that property was recorded.

Information regarding acquired intangible assets as of December 31, 2016 and 2015 is as follows:

 

 

 

December 31, 2016

 

 

 

Gross

 

 

Accumulated

 

 

Intangible

 

 

 

Carrying Amount

 

 

Amortization

 

 

Assets, net

 

Acquired technology and patents

 

$

60,115

 

 

$

-

 

 

$

60,115

 

Supply agreement

 

 

50,700

 

 

 

(15,548

)

 

 

35,152

 

Other intangible assets

 

 

573

 

 

 

(499

)

 

 

74

 

Intangible assets

 

$

111,388

 

 

$

(16,047

)

 

$

95,341

 

 

 

 

December 31, 2015

 

 

 

Gross

 

 

Accumulated

 

 

Intangible

 

 

 

Carrying Amount

 

 

Amortization

 

 

Assets, net

 

Acquired technology and patents

 

$

56,320

 

 

$

-

 

 

$

56,320

 

Supply agreement

 

 

50,700

 

 

 

(11,154

)

 

 

39,546

 

Other intangible assets

 

 

1,190

 

 

 

(574

)

 

 

616

 

Intangible assets

 

$

108,210

 

 

$

(11,728

)

 

$

96,482

 

 

Acquired technology represents technology acquired in the SSP acquisition.  The carrying value of this asset represents its original cost, plus amounts owed to the seller as deferred purchase price.  In 2016, the Company determined that it is probable an additional $3,794 will be due to the seller and has been recorded as additional purchase price.  Of this additional purchase price, approximately $1,287 was paid during 2016 and the remaining $2,507 was accrued as of December 31, 2016.  The Company has also determined that the proper period to begin the amortization of this intangible is January 1, 2017, which is the first period products using the SSP technology will be sold in a full commercial protocol.  The Company considered the potential ranges of useful lives and believes a 20-year useful life for the intangible asset is appropriate.  The Company’s determination of the 20-year useful life of the intangible asset is based upon the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Company.  

The value of a supply agreement with FTSI is based on estimates of discounted future cash flows from sales under the agreement.  During 2016, FTSI failed to purchase minimum quantities in accordance with the supply agreement.  As a result, the Company considered whether the Proppant Solutions segment asset group, which includes the intangible asset, should be tested for recoverability.  The significance of the events or changes in circumstances, however, did not indicate that the carrying amount of the Proppant Solutions segment asset group, that includes the above intangibles, was not recoverable.  The supply agreement was previously amortized ratably over the life of the agreement, which was 10 years.  However, in May 2015, the supply agreement was amended, extending the maturity date from September 2023 to December 2024.  The supply agreement is now being amortized over the amended life.

Estimated future amortization expense related to intangible assets at December 31, 2016 is as follows:

 

 

 

Amortization

 

2017

 

$

7,463

 

2018

 

 

7,411

 

2019

 

 

7,400

 

2020

 

 

7,400

 

2021

 

 

7,400

 

Thereafter

 

 

58,267

 

Total

 

$

95,341

 

 

Long-Term Debt
Long-Term Debt

9.

Long-Term Debt

At December 31, 2016 and 2015, long-term debt consisted of the following:

 

 

 

December 31, 2016

 

 

December 31, 2015

 

Term B-1 Loans

 

$

-

 

 

$

156,134

 

Term B-2 Loans

 

 

719,632

 

 

 

902,402

 

Extended Term B-1 Loans

 

 

117,634

 

 

 

159,878

 

Industrial Revenue bond

 

 

10,000

 

 

 

10,000

 

Revolving credit facility and other

 

 

88

 

 

 

101

 

Capital leases, net

 

 

3,634

 

 

 

9,301

 

Deferred financing costs, net

 

 

(7,975

)

 

 

(14,710

)

 

 

 

843,013

 

 

 

1,223,106

 

Less: current portion

 

 

(10,707

)

 

 

(17,385

)

Long-term debt including leases

 

$

832,306

 

 

$

1,205,721

 

 

ASU 2015-03 dictates that debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The “Deferred financing costs, net” line in the table above is the application of this guidance.  For December 31, 2016 and 2015, the Company’s Revolving Credit Facility does not have an outstanding balance and, accordingly, its related deferred financing costs are not included in this line.

On September 5, 2013, the Company entered into the Second Amended and Restated Credit Agreement (the “2013 Amended Credit Agreement”).  The 2013 Amended Credit Agreement initially contained a revolving credit facility (“Revolving Credit Facility”) and two tranches of term loans, a term B-1 facility (“Term B-1 Loans”) and a term B-2 facility (“Term B-2 Loans”).  The Revolving Credit Facility and the Term B-1 and B-2 Loans are secured by a first priority lien on substantially all of the Company’s domestic assets.

On September 30, 2015, the Company entered into an amendment to the 2013 Amended Credit Agreement that modified the Revolving Credit Facility.  These modifications consisted primarily of (i) a reduction in the U.S. revolving commitments from $124,000 to $99,000 (while the aggregate Canadian revolving commitment remained at $1,000) and (ii) changes in the financial covenant governing the availability of amounts under the Revolving Credit Facility if, and only if, the Company has drawn, including letters of credit, more than $31,250 on the Revolving Credit Facility.  Generally, if the Company’s leverage ratio is greater than 4.75:1.00 during the period from the third quarter of 2015 through the fourth quarter of 2016, so long as the stated quarterly adjusted EBITDA thresholds are exceeded, the amount available to borrow under the Revolving Credit Facility is increased from $31,250 to $40,000.  Commencing with the end of the first quarter of 2017, the quarterly adjusted EBITDA thresholds are discontinued and the full amount of the revolving commitment ($100,000) is available so long as the Company’s leverage ratio does not exceed a revised limit (6.50:1.00 for the first quarter of 2017 declining quarterly to 4.75:1.00 for the fourth quarter of 2017).  The Revolving Credit Facility termination date is September 6, 2018.

On April 28, 2016, the Company entered into an amendment to the 2013 Amended Credit Agreement that extended the maturity of certain of the Term B-1 Loans to July 15, 2018 (the “2016 Extended Term Loans”).  The Company made a prepayment of accrued interest of $227 and principal of $69,580 on April 28, 2016 to the lenders consenting to the amendment.  Accrued interest on the extended remainder of the Term B-1 Loans was due at maturity on July 15, 2018.  Accrued interest related to the $16,723 principal payment due on March 17, 2017 was also due on the same date.  

On October 17, 2016, the Company repurchased $3,000 of the Extended Term B-1 Loans at 91.5% of par.  On November 17, 2016, the Company fully prepaid the $16,766 of the Term B-1 Loans due March 2017 as well as the $69,580 of the 2016 Extended Term Loans.  On November 29, 2016, the Company repurchased, at an average of 96.3% of par, $37,867 of the Extended Term B-1 Loans and $175,133 of the Term B-2 Loans.  The related gain on the October 2016 debt repurchase and the November 2016 debt repurchase was recorded in operating expense.  

As of December 31, 2016, the Term B-2 Loans, Extended Term B-1 Loans, and the Revolving Credit Facility had interest rates of 4.5%, 4.5%, and 4.3%, respectively.

As of December 31, 2016, there was $17,432 available capacity remaining on the Revolving Credit Facility and $13,818 committed to outstanding letters of credit.  As of December 31, 2016, the Company has not drawn on the Revolving Credit Facility.

The Company has a $10,000 Industrial Revenue Bond outstanding related to the construction of manufacturing facility in Wisconsin.  The bond bears interest, which is payable monthly, at a variable rate.  The rate was 0.80% at December 31, 2016.  The bond matures on September 1, 2027 and is collateralized by a letter of credit of $10,000.

Maturities of long-term debt are as follows:

 

 

 

Capital Lease Obligations

 

 

 

 

 

 

 

 

 

 

 

Lease

 

 

Less

 

 

Present

 

 

Other Long-

 

 

Total Principal

 

 

 

Payment

 

 

Interest

 

 

Value

 

 

Term Debt

 

 

Payments

 

Year Ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

$

2,866

 

 

$

82

 

 

$

2,784

 

 

$

8,006

 

 

$

10,790

 

2018

 

 

685

 

 

 

16

 

 

 

669

 

 

 

8,007

 

 

 

8,676

 

2019

 

 

183

 

 

 

2

 

 

 

181

 

 

 

821,303

 

 

 

821,484

 

2020

 

 

-

 

 

 

-

 

 

 

-

 

 

 

19

 

 

 

19

 

2021

 

 

-

 

 

 

-

 

 

 

-

 

 

 

19

 

 

 

19

 

Thereafter