Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2018	Mar. 19, 2019	Jun. 29, 2018
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Trading Symbol	CVIA
Entity Registrant Name	COVIA HOLDINGS CORPORATION
Entity Central Index Key	0001722287
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock Shares Outstanding		131,419,651
Entity Public Float			$ 765,759,783

Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Revenues	$ 441,330	$ 523,368	$ 508,418	$ 369,821	$ 335,913	$ 347,808	$ 324,079	$ 287,312	$ 1,842,937	$ 1,295,112	$ 982,696
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately)	359,534	405,602	355,311	260,319	234,549	244,694	231,145	218,271	1,380,766	928,659	752,736
Operating expenses
Selling, general and administrative expenses	45,828	43,164	31,377	25,224	32,832	24,210	21,220	20,825	145,593	99,087	83,845
Depreciation, depletion and amortization expense	63,996	68,584	36,744	27,131	29,363	24,639	23,896	23,662	196,455	101,560	105,049
Goodwill and other asset impairments	(10,609)	265,343	12,300						267,034		9,634
Restructuring charges	7,204	14,750							21,954		2,700
Other operating expense (income), net	(4,694)	(974)	644		1,273	(6)	813	1,022	(5,024)	3,102	4,275
Operating income (loss) from continuing operations	(19,929)	(273,101)	72,042	57,147	37,896	54,271	47,005	23,532	(163,841)	162,704	24,457
Interest expense, net	24,997	23,530	9,497	2,298	2,019	5,104	5,250	2,280	60,322	14,653	23,999
Other non-operating expense, net	(1,327)	9,043	38,923	8,193	21,540	1,374		3,075	54,832	25,989	31,560
Income (loss) from continuing operations before provision (benefit) for income taxes									(278,995)	122,062	(31,102)
Provision (benefit) for income taxes	4,511	(16,848)	6,454	9,870	(45,285)	20,090	11,566	4,804	3,987	(8,825)	(25,332)
Net income (loss) from continuing operations	(48,110)	(288,826)	17,168	36,786	59,622	27,703	30,189	13,373	(282,982)	130,887	(5,770)
Less: Net income from continuing operations attributable to the non-controlling interest	29	(32)	106						103
Net income (loss) from continuing operations attributable to Covia Holdings Corporation	(48,139)	(288,794)	17,062	36,786	59,622	27,703	30,189	13,373	(283,085)	130,887	(5,770)
Income from discontinued operations, net of tax			3,830	8,757	10,763	2,441	6,612	3,468	12,587	23,284	9,435
Net income (loss) attributable to Covia Holdings Corporation	$ (48,139)	$ (288,794)	$ 20,892	$ 45,543	$ 70,385	$ 30,144	$ 36,801	$ 16,841	$ (270,498)	$ 154,171	$ 3,665
Continuing operations earnings (loss) per share
Basic	$ (0.37)	$ (2.20)	$ 0.14	$ 0.31	$ 0.50	$ 0.23	$ 0.25	$ 0.11	$ (2.26)	$ 1.09	$ (0.05)
Diluted	(0.37)	(2.20)	0.14	0.31	0.50	0.23	0.25	0.11	(2.26)	1.09	(0.05)
Earnings (loss) per share
Basic	(0.37)	(2.20)	0.17	0.38	0.59	0.25	0.31	0.14	(2.16)	1.29	0.03
Diluted	$ (0.37)	$ (2.20)	$ 0.17	$ 0.38	$ 0.59	$ 0.25	$ 0.31	$ 0.14	$ (2.16)	$ 1.29	$ 0.03
Weighted average number of shares outstanding
Basic	131,182	131,154	123,460	119,645	119,645	119,645	119,645	119,645	125,514	119,645	119,645
Diluted	131,182	131,154	124,166	119,645	119,645	119,645	119,645	119,645	125,514	119,645	119,645

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Statement Of Income And Comprehensive Income [Abstract]
Net income (loss) from continuing operations	$ (282,982)	$ 130,887	$ (5,770)
Income from discontinued operations, net of tax	12,587	23,284	9,435
Net income (loss) before other comprehensive income (loss)	(270,395)	154,171	3,665
Other comprehensive income (loss), before tax
Foreign currency translation adjustments	1,182	2,606	2,100
Employee benefit obligations	48,321	(1,991)	5,823
Amortization and change in fair value of derivative instruments	(5,083)
Total other comprehensive income, before tax	44,420	615	7,923
Provision (benefit) for income taxes related to items of other comprehensive income	11,417	(111)	2,239
Comprehensive income (loss), net of tax	(237,392)	154,897	9,349
Comprehensive income attributable to the non-controlling interest	103
Comprehensive income (loss) attributable to Covia Holdings Corporation	$ (237,495)	$ 154,897	$ 9,349

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 134,130	$ 308,059
Accounts receivable, net of allowance for doubtful accounts of $4,488 and $3,682 at December 31, 2018 and 2017, respectively	267,268	219,719
Inventories, net	162,970	79,959
Other receivables	40,306	27,963
Prepaid expenses and other current assets	20,941	16,322
Current assets of discontinued operations		66,906
Total current assets	625,615	718,928
Property, plant and equipment, net	2,834,361	1,136,104
Deferred tax assets, net	8,740	7,441
Goodwill	131,655	53,512
Intangibles, net	137,113	25,596
Other non-current assets	18,633	2,416
Non-current assets of discontinued operations		96,101
Total assets	3,756,117	2,040,098
Current liabilities
Current portion of long-term debt	15,482	50,045
Accounts payable	145,070	101,983
Accrued expenses	130,161	88,208
Current liabilities of discontinued operations		10,027
Total current liabilities	290,713	250,263
Long-term debt	1,612,887	366,967
Employee benefit obligations	54,789	97,798
Deferred tax liabilities, net	267,350	62,614
Other non-current liabilities	75,425	29,057
Non-current liabilities of discontinued operations		8,084
Total liabilities	2,301,164	814,783
Commitments and contingent liabilities (Note 19)
Equity
Preferred stock: $0.01 par value, 15,000 authorized shares at December 31, 2018 Shares outstanding: 0 at December 31, 2018 and 2017
Common stock: $0.01 par value, 750,000 and 178,000 authorized shares at December 31, 2018 and 2017, respectively, Shares issued: 158,195 at December 31, 2018 and 2017, Shares outstanding: 131,188 and 119,645 at December 31, 2018 and 2017, respectively	1,777	1,777
Additional paid-in capital	388,027	43,941
Retained earnings	1,647,959	1,918,457
Accumulated other comprehensive loss	(95,225)	(128,228)
Total equity attributable to Covia Holdings Corporation before treasury stock	1,942,538	1,835,947
Less: Treasury stock at cost Shares in treasury: 27,007 and 38,550 at December 31, 2018 and 2017, respectively	(488,141)	(610,632)
Total equity attributable to Covia Holdings Corporation	1,454,397	1,225,315
Non-controlling interest	556
Total equity	1,454,953	1,225,315
Total liabilities and equity	$ 3,756,117	$ 2,040,098

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Statement Of Financial Position [Abstract]
Allowance for doubtful accounts	$ 4,488	$ 3,682
Preferred stock, par value	$ 0.01
Preferred stock, shares authorized	15,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	750,000,000	178,000,000
Common stock, shares issued	158,195,000	158,195,000
Common stock, shares outstanding	131,188,000	119,645,000
Shares in treasury	27,007,000	38,550,000

Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Treasury Stock [Member]	Subtotal [Member]	Non-controlling Interest [Member]
Beginning balances at Dec. 31, 2015	$ 1,104,984	$ 1,777	$ 37,856	$ 1,800,166	$ (124,183)	$ (610,632)	$ 1,104,984
Beginning balances, shares at Dec. 31, 2015		119,645				38,550
Dividends declared	(50,000)			(50,000)			(50,000)
Transfer of Unimin Brazil to a Sibelco subsidiary	6,085		6,085				6,085
Net (loss) income	3,665			3,665			3,665
Other comprehensive income (loss)	5,684				5,684		5,684
Ending balances at Dec. 31, 2016	1,070,418	$ 1,777	43,941	1,753,831	(118,499)	$ (610,632)	1,070,418
Ending balances, shares at Dec. 31, 2016		119,645				38,550
Adoption of accounting standards update related to reclassification of certain tax effects				10,455	(10,455)
Net (loss) income	154,171			154,171			154,171
Other comprehensive income (loss)	726				726		726
Ending balances at Dec. 31, 2017	1,225,315	$ 1,777	43,941	1,918,457	(128,228)	$ (610,632)	1,225,315
Ending balances, shares at Dec. 31, 2017		119,645				38,550
Net (loss) income	(270,395)			(270,498)			(270,498)	$ 103
Other comprehensive income (loss)	33,003				33,003		33,003
Distribution of HPQ Co. to Sibelco	(165,383)					$ (165,383)	(165,383)
Distribution of HPQ Co. to Sibelco, shares		(15,097)				15,097
Cash Redemption	(520,377)					$ (520,377)	(520,377)
Cash Redemption, shares		(18,528)				18,528
Consideration transferred for share-based awards	40,414		40,414				40,414
Issuance of Covia common stock to Fairmount Santrol Holdings Inc. stockholders	1,103,247		296,221			$ 807,026	1,103,247
Issuance of Covia common stock to Fairmount Santrol Holdings Inc. stockholders. shares		45,044				(45,044)
Share-based awards exercised or distributed	464		(761)			$ 1,225	464
Share-based awards exercised or distributed, shares		124				(124)
Stock compensation expense	8,212		8,212				8,212
Transactions with non-controlling interest	453							453
Ending balances at Dec. 31, 2018	$ 1,454,953	$ 1,777	$ 388,027	$ 1,647,959	$ (95,225)	$ (488,141)	$ 1,454,397	$ 556
Ending balances, shares at Dec. 31, 2018		131,188				27,007

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Net income (loss) attributable to Covia Holdings Corporation	$ (270,498)	$ 154,171	$ 3,665
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, and amortization	200,525	112,705	116,259
Amortization of deferred financing costs	3,489
Prepayment penalties on Senior Notes	2,213
Goodwill and other asset impairments	267,034		9,634
Restructuring charges	21,954
Inventory write-downs	6,744
Loss on disposal of fixed assets	107
Change in fair value of interest rate swaps, net	(296)
Deferred income tax benefit	(6,542)	(47,215)	(18,528)
Stock compensation expense	8,212
Net income from non-controlling interest	103
Earnings of investee companies			(1,022)
Loss on sale of subsidiary			12,923
Other, net	(7,507)	(1,308)	3,182
Change in operating assets and liabilities, net of business combination effect:
Accounts receivable	105,850	(55,554)	(39,117)
Inventories	14,653	(7,383)	7,832
Prepaid expenses and other assets	(6,067)	5,101	(10,888)
Accounts payable	(59,062)	32,405	(2,062)
Accrued expenses	(33,525)	39,285	11,345
Net cash provided by operating activities	247,387	232,207	93,223
Cash flows from investing activities
Proceeds from sale of fixed assets	3,180	695	23
Capital expenditures	(264,052)	(108,854)	(73,516)
Cash of HPQ Co. distributed to Sibelco prior to Merger	(31,000)
Payments to Fairmount Santrol Holdings Inc. shareholders, net of cash acquired	(64,697)
Other investing activities		770	2,239
Net cash used in investing activities	(356,569)	(107,389)	(71,254)
Cash flows from financing activities
Proceeds from borrowings on Term Loan	1,650,000
Payments on Term Loan	(8,250)
Proceeds from borrowings on term debt		49,642	12,725
Payments on term debt		(103)	(210,331)
Prepayment on Senior Notes	(100,000)
Fees for Term Loan and Senior Notes prepayment	(36,733)
Payments on capital leases and other long-term debt	(36,818)
Fees for Revolver	(4,500)
Cash Redemption payment to Sibelco	(520,377)
Proceeds from share-based awards exercised or distributed	464
Tax payments for withholdings on share-based awards exercised or distributed	(318)
Dividends paid		(50,000)
Net cash used in financing activities	(66,799)	(461)	(197,606)
Effect of foreign currency exchange rate changes	2,052	341	(480)
Increase (decrease) in cash and cash equivalents	(173,929)	124,698	(176,117)
Cash and cash equivalents:
Beginning of period [including cash of Discontinued Operations (Note 4)]	308,059	183,361	359,478
End of period	134,130	308,059	183,361
Supplemental disclosure of cash flow information:
Interest paid, net of capitalized interest	(67,960)	(17,360)	(23,040)
Income taxes paid	(15,532)	(32,390)	$ (5,206)
Non-cash investing activities:
Increase (decrease) in accounts payable and accrued expenses for additions to property, plant, and equipment	12,222	$ (3,063)
Unimin [Member]
Cash flows from financing activities
Prepayment on term loans	(314,642)
Fairmount Santrol Holdings Inc [Member]
Cash flows from financing activities
Prepayment on term loans	$ (695,625)

Organization

12 Months Ended

Dec. 31, 2018

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization

1.	Organization

Nature of Operations

Covia Holdings Corporation, including its consolidated subsidiaries (collectively, “we,” “us,” “our,” “Covia,” and “Company”), is a leading provider of diversified mineral-based and material solutions for the Industrial and Energy markets. We provide a wide range of specialized silica sand, nepheline syenite, feldspar, calcium carbonate, clay, kaolin, lime, and lime products for use in the glass, ceramics, coatings, foundry, polymers, construction, water filtration, sports and recreation, and oil and gas markets in North America and around the world. Our Industrial segment provides raw, value-added and custom-blended products to the glass, ceramics, coatings, polymers, construction, foundry, filtration, sports and recreation and various other industries, primarily in North America. Our Energy segment offers the oil and gas industry a comprehensive portfolio of raw frac sand, value-added-proppants, well-cementing additives, gravel-packing media and drilling mud additives that meet or exceed the API standards. Our products serve hydraulic fracturing operations in the U.S., Canada, Argentina, Mexico, China, and northern Europe.

The Merger

On June 1, 2018 (the “Merger Date”), Unimin Corporation (“Unimin”) completed a business combination (the “Merger”) with Fairmount Santrol Holdings Inc. (“Fairmount Santrol”). Upon closing of the Merger, Fairmount Santrol merged into a wholly-owned subsidiary of Unimin and ceased to exist as a separate corporate entity. Immediately following the closing of the Merger, Unimin changed its name and began operating as Covia. Fairmount Santrol common stock was delisted from the New York Stock Exchange (“NYSE”) prior to the market opening on June 1, 2018 and Covia commenced trading under the ticker symbol “CVIA” on that date. Upon the consummation of the Merger, the former stockholders of Fairmount Santrol (including holders of certain Fairmount Santrol equity awards) received, in the aggregate, $170,000 in cash consideration and approximately 35% of the common stock of Covia. Approximately 65% of Covia common stock is owned by SCR-Sibelco NV (“Sibelco”), previously the parent company of Unimin. See Note 4 for further discussion of the Merger.

In connection with the Merger, the Company completed a debt refinancing transaction, with Barclays Bank PLC as administrative agent, by entering into a $1,650,000 senior secured term loan (“Term Loan”) and a $200,000 revolving credit facility (“Revolver”). The proceeds of the Term Loan were used to repay the indebtedness of Unimin and Fairmount Santrol and to pay the cash portion of the Merger consideration and expenses related to the Merger. See Note 11 for further discussion of the refinancing transaction and terms of such indebtedness.

As a condition to the Merger, Unimin contributed assets of its Electronics segment to Sibelco North America, Inc. (“HPQ Co.”), a newly-formed wholly owned subsidiary of Unimin, in exchange for all of the stock of HPQ Co. and the assumption by HPQ Co. of certain liabilities. Unimin distributed all of the stock of HPQ Co. to Sibelco in exchange for 170 shares (or 15,097 shares subsequent to the stock split, see Note 6) of Unimin common stock held by Sibelco. See Note 5 for a discussion of HPQ Co. which is presented as discontinued operations in these consolidated financial statements.

Costs and expenses incurred related to the Merger are recorded in Other non-operating expense, net in the accompanying Consolidated Statements of Income and include legal, accounting, valuation and financial advisory services, integration and other costs totaling $51,112 and $19,300 for the years ended December 31, 2018 and 2017, respectively.

Unimin was determined to be the acquirer in the Merger for accounting purposes, and the historical financial statements and the historical amounts included in the Notes to the Consolidated Financial Statements relate to Unimin. The Consolidated Balance Sheet at December 31, 2018 reflects Covia; however, the Consolidated Balance Sheet at December 31, 2017 reflects Unimin only. The presentation of information for periods prior to the Merger Date are not fully comparable to the presentation of information for periods presented after the Merger Date because the results of operations for Fairmount Santrol are not included in such information prior to the Merger Date.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.	Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with GAAP and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the Consolidated Balance Sheet as of December 31, 2018 and 2017, and the Consolidated Statements of Income (Loss), Comprehensive Income (Loss), Equity and Cash Flows for the years ended December 31, 2018, 2017 and 2016.

The accompanying consolidated financial statements comprise Covia Holdings Corporation and its wholly-owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

On June 1, 2018, Unimin effected an 89:1 stock split with respect to its shares of common stock (see Note 6). Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly different than previously reported due to rounding of fractional shares as a result of the stock split.

Use of Estimates

The preparation of financial statements in conformity with 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. The more significant areas requiring the use of management estimates and assumptions relate to: business combination purchase price allocation, and the useful life of definite-lived intangible assets; asset retirement obligations; estimates of allowance for doubtful accounts; estimates of fair value for reporting units and asset impairments (including impairments of goodwill and other long-lived assets); adjustments of inventories to net realizable value; post-employment, post-retirement and other employee benefit liabilities; valuation allowances for deferred tax assets; and reserves for contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the use of valuation experts. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

Reclassifications

Certain reclassifications of prior period presentations have been made to conform to the current period presentation.

Revenue Recognition

We derive our revenues by mining, manufacturing, and processing minerals that our customers purchase for various uses. Revenues are primarily derived from contracts with customers with terms typically ranging from one to eight years in length, and are measured by the amount of consideration we expect to receive in exchange for transferring our products. The consideration we expect to receive is based on the volumes and price of the product per ton as defined in the underlying contract. The price per ton is based on the market value for similar products plus costs associated with transportation and transloading, as applicable. Depending on the contract, this may also be net of discounts and rebates. The transaction price is not adjusted for the effects of a significant financing component, as the time period between transfer of control of the goods and expected payment is one year or less. Sales, value-added, and other similar taxes collected are excluded from revenue.

On January 1, 2018, we adopted ASU No. 2014-09 – Revenue from Contracts with Customers (Topic 606). The adoption did not require a cumulative adjustment to opening retained earnings and did not have a material impact on revenues for the year ended December 31, 2018. Revenues are recognized as each performance obligation within the contract is satisfied; this occurs with the transfer of control of our product in accordance with delivery methods as defined in the underlying contract. Transfer of control to customers generally occurs when products leave our facilities or at other predetermined control transfer points. We have elected to continue to account for shipping and handling activities that occur after control of the related good transfers, as a cost of fulfillment instead of a separate performance obligation. Transportation costs to move product from our production facilities to our distribution terminals are borne by us and capitalized into inventory. These costs are included in cost of goods sold as the products are sold. Our contracts may include one or multiple distinct performance obligations. Revenues are assigned to each performance obligation based on its relative standalone selling price, which is generally the contractually-stated price.

Our products may be sold with rebates, discounts, take-or-pay provisions, or other features which are accounted for as variable consideration. Rebates and discounts are not material and have not been separately disclosed. Contracts that contain take-or-pay provisions obligate customers to pay shortfall payments if the required volumes, as defined in the contracts, are not purchased. Shortfall payments are recognized as revenues when the likelihood of the customer purchasing the minimum volume becomes remote, subject to renegotiation of the contract and collectability. At December 31, 2018 and 2017, we had no revenues or accounts receivable related to shortfall payments.

We disaggregate revenues by major source consistent with our segment reporting. See Note 21 for further detail.

Cash and Cash Equivalents

Cash and cash equivalents are comprised of cash as well as liquid investments with original maturities of three months or less. Our cash and cash equivalents are held on deposit and are available to us on demand without restriction, prior notice, or penalty. At December 31, 2018, we had time deposits totaling $60,000 held with two U.S. banking institutions.

Accounts Receivable

Accounts receivable as presented in the consolidated balance sheets are related to our contracts and are recorded when the right to consideration becomes likely at the amount management expects to collect. Accounts receivable do not bear interest if paid when contractually due, and payments are generally due within thirty to forty-five days of invoicing. We typically do not record contract assets, as the transfer of control of our products results in an unconditional right to receive consideration.

Allowance for Doubtful Accounts

The collectability of all outstanding receivables is reviewed and evaluated by management. This review includes consideration for the risk profile of the receivables, customer credit quality and certain indicators such as the aging of past-due amounts and general economic conditions. If it is determined that a receivable balance will not likely be recovered, an allowance for such outstanding receivable balance is established.

Inventories

The cost of inventories is based on the weighted average principle, and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing inventories to their existing location and condition. In the case of finished goods and work-in-process, cost includes an appropriate share of production overhead.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling costs. Inventories are written down to net realizable value when the cost of the inventories exceeds that value.

Consumables and regularly-replaced spare parts are stated at cost, less any provision for obsolescence.

Property, Plant, and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation, depletion and impairment losses (if any). Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the assets to a working condition for their intended use, the present value of the costs of dismantling and removing the items and restoring the site on which they are located.

Where components of a large item have different useful lives, they are accounted for as separate items of property, plant and equipment.

Gains and losses on disposal of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized net within Other operating expense, net in the Consolidated Statements of Income (Loss).

Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the related assets from the date that they are installed and are ready for use, or with respect to internally constructed assets, from the date that the asset is completed and ready for use. The estimated service lives of property, plant and equipment are principally as follows:

Land and improvements		15-40 years
Mineral rights properties		10-20 years
Machinery and equipment		2-30 years
Buildings and improvements		10-40 years
Railroad equipment		10-25 years
Furniture, fixtures, and other		3-10 years

Mine exploration and mine development costs include expenditures to determine the existence and quality of a mineral body, drilling, gaining access to and preparing locations for drilling, clearing ground, drainage and building ramps and access ways. Mine exploration and mine development costs are expensed if data shows no probable and proven reserves. We begin capitalizing mine exploration and mine development costs at the point when proven and probable reserves are established and cease capitalization of these costs when the production of the mine commences. Mine exploration and mine development costs are amortized over the shorter of 10 years or the life of the mine using the units-of-production method.

Stripping costs are costs of removing overburden and waste materials to gain access to mineral reserves. Prior to the production phase of the mine, stripping costs are capitalized. The production phase of a mine is deemed to begin when saleable materials, beyond a de minimum amount, are produced. Stripping costs incurred during the production phase are variable production costs included in the costs of inventory, to be recognized in cost of sales in the same period as the sale of inventory. The determination of the production phase becomes complex when second and subsequent pits at multiple pit-mines are developed. The stripping costs of second and subsequent pits are expensed if they are determined to be part of the integrated operations of the first pit which is in the production phase. The stripping costs of second and subsequent pits in a mine are capitalized if the pits are not integrated operations and are separate and distinct areas within the mine. Capitalized stripping costs are amortized on a units of production method.

Assets under construction are stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on assets under construction until such time as the relevant assets are completed and put into use.

We capitalize interest costs 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 $8,640 in 2018. Historically, we funded all construction of property, plant, and equipment through cash on hand and no interest was capitalized as part of projects.

Depreciation and depletion expense was $171,750, $98,802, and $102,515 in the years ended December 31, 2018, 2017, and 2016, respectively.

Deferred Financing Costs

Deferred financing costs are amortized over the terms of the related debt obligations. Deferred financing costs associated with terms loans are included in long-term debt and deferred financing costs associated with the revolving credit facility are included in other assets.

At December 31, 2017, we did not have deferred financing costs. The following table presents deferred financing costs as of December 31, 2018:

	December 31, 2018
Deferred financing costs	$	40,151
Accumulated amortization		(3,489	)
Deferred financing costs, net	$	36,662

Goodwill

Goodwill is tested annually for impairment at the reporting unit level, and is tested for impairment more frequently if events and circumstances indicate that the reporting unit might be impaired. In testing goodwill for impairment, we perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. When performing a qualitative assessment, we evaluate qualitative factors such as economic performance, industry conditions, and other factors. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, then a quantitative assessment is performed to determine the reporting unit’s fair value. If the reporting unit’s carrying value exceeds its fair value, then an impairment loss is recognized for the amount of the excess of the carrying amount over the reporting unit’s fair value.

The evaluation of goodwill for possible impairment includes estimating fair value using one or a combination of valuation techniques, such as discounted cash flows or comparable companies’ earnings multiples or transactions. These valuations require us 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 we believe our assumptions and estimates are reasonable, deviations from the assumptions and estimates could produce a materially different result. Refer to Note 10 for additional information.

Impairment of Long-Lived Assets and Definite-Lived Intangible Assets

We periodically evaluate whether current events or circumstances indicate that the carrying value of our long-lived assets, including property, plant and equipment, mineral reserves or mineral rights and definite-lived intangible assets may not be recoverable. If such circumstances are determined to exist, an estimate of future cash flows produced by the asset group or individual assets within the asset group is compared to the carrying value to determine whether an impairment exists. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. A detailed determination of the fair value may be carried forward from one year to the next if certain criteria have been met. We report an asset to be disposed of at the lower of its carrying value or its estimated net realizable value.

Factors we generally consider important in our evaluation and that could trigger an impairment review of the carrying value of the asset group or individual assets within the asset group include expected operating trends, significant changes in the way assets are used, underutilization of our tangible assets, discontinuance of certain products by us or by our customers, and significant negative industry or economic trends.

The recoverability of the carrying value of our development stage mineral properties is dependent upon the successful development, start-up and commercial production of our mineral deposits and related processing facilities. Our evaluation of mineral properties for potential impairment primarily includes assessing the existence or availability of required permits and evaluating changes in our mineral reserves, or the underlying estimates and assumptions, including estimated production costs. Assessing the economic feasibility requires certain estimates, including the prices of products to be produced and processing recovery rates, as well as operating and capital costs.

The evaluation of such assets for possible impairment includes a qualitative assessment of macroeconomic conditions, industry and market environments, overall performance of the reporting segment and specific events. If the qualitative assessment indicates the asset may be impaired, then a quantitative assessment is performed which requires 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 us 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. Deviations from these assumptions and estimates could produce a materially different result.

Earnings per Share

Basic and diluted earnings per share is presented for net income (loss) attributable to us. Basic earnings per share is computed by dividing income (loss) available to our 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 shares of common stock to include the additional shares of common stock that would be outstanding after exercise of outstanding stock options and restricted stock units calculated using the treasury stock method. Potential shares of common stock in the diluted earnings per share calculation are excluded to the extent that they would be anti-dilutive.

Prior to the Merger, we had no stock options, warrants, convertible securities, or other potentially dilutive financial instruments and, therefore, there is no difference in the number basic weighted average shares outstanding and diluted weighted average shares outstanding.

Derivatives and Hedging Activities

Due to our variable-rate indebtedness, we are exposed to fluctuations in interest rates. We enter into interest rate swap agreements as a means to partially hedge our variable interest rate risk. The derivative instruments are reported at fair value in other non-current assets and other long-term liabilities. Changes in the fair value of derivatives are recorded each period in accumulated other comprehensive loss. For derivatives not designated as hedges, the gain or loss is recognized in current earnings. No components of our hedging instruments were excluded from the assessment of hedge effectiveness.

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional value. The gain or loss on the interest rate swap is recorded in accumulated other comprehensive loss and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. See Note 13 for further information.

Foreign Currency Translation

The financial statements of subsidiaries with a functional currency other than the reporting currency are translated into U.S. dollars using month-end exchange rates for assets and liabilities and average monthly exchange rates for income and expenses. Any translation adjustments are recorded in accumulated other comprehensive loss within stockholders’ equity. Foreign currency exchange gains or losses that arise from currency exchange rate changes on transactions denominated in currencies other than the functional currency are recorded in the Consolidated Statements of Income (Loss), as applicable.

Concentration of Labor

Approximately 34% of our labor force is covered under union agreements in the U.S., Canada and Mexico. These agreements are renegotiated when their terms expire. There are three agreements that are due to be renegotiated in 2019 for the U.S. and Canada, which represents approximately 16% of the U.S. and Canada agreements. There are nine agreements in Mexico that are renegotiated annually.

Concentration of Credit Risk

At December 31, 2018, we had two customers whose accounts receivable balances exceeded 10% of total receivables. These two customers each comprised approximately 10% of our accounts receivable balance at December 31, 2018. At December 31, 2017, we had one customer whose accounts receivable balance approximated 13% of our accounts receivable balance.

Income Taxes

Deferred taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. This approach requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based upon the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the expenses are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

We recognize a tax benefit associated with an uncertain tax position when, in our judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, we initially and subsequently measure the tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management.

We evaluate quarterly the realizability of our deferred tax assets by assessing the need for a valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are our forecast of future taxable income in the appropriate jurisdiction to utilize the asset, and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income might affect the ultimate realization of the net deferred tax assets. Factors that may affect our ability to achieve sufficient forecasted taxable income include, but are not limited to, the following: a decline in sales or margins, increased competition or loss of market share.

In addition, we operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. These audits can involve complex issues, which may require an extended time to resolve. We believe that adequate provisions for income taxes have been made for all years.

Typically, the largest permanent item in computing both our effective rate and taxable income is the deduction for statutory depletion. The depletion deduction is dependent upon a mine-by-mine computation of both gross income from mining and taxable income.

The Tax Act subjects us to current tax on our GILTI. To the extent that tax expense is incurred under the GILTI provisions, it will be treated as a component of income tax expense in the period incurred.

Asset Retirement Obligation

We estimate the future cost of dismantling, restoring, and reclaiming operating excavation sites and related facilities in accordance with federal, state, and local regulatory requirements. We record the initial estimated present value of these costs as an asset retirement obligation and increase the carrying amount of the related asset by a corresponding amount. The related asset is classified as property, plant, and equipment and amortized over its useful life. We adjust the related asset and liability for changes resulting from the passage of time and revisions to either the timing or amount of the original present value estimate. Cost estimates are escalated for inflation and market risk premium, then discounted at the credit adjusted risk free rate. 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 in the period the obligation is settled. As of December 31, 2018 and 2017, we had asset retirement obligations of $31,199 and $12,472, respectively. We recognized accretion expense of $2,543, $1,369, and $915 in the years ended December 31, 2018, 2017, and 2016, respectively. These amounts are included in Other operating expense, net in the Consolidated Statements of Income (Loss). Other than those asset retirement obligations that were assumed and recorded in connection with the Merger and accretion expense, there were no changes in the liability during these periods.

Research and Development (“R&D”)

Our R&D expenses consist of personnel and other direct and indirect costs for internally-funded project development. Total expenses for R&D for the year ended December 31, 2018 were $2,210 and are recorded in selling, general and administrative expenses in the Consolidated Statements of Income (Loss). Total R&D expenses represented 0.1% of revenues in 2018. R&D expenses in 2017 and 2016 were not material.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is a separate line within the Consolidated Statements of Equity that reports the Company’s cumulative income (loss) that has not been reported as part of net income (loss). Items that are included in this line are the income (loss) from foreign currency translation, actuarial gains (losses) and prior service cost related to pension and other post-employment liabilities and unrealized gains on interest rate hedges. The components of accumulated other comprehensive loss attributable to Covia Holdings Corporation at December 31, 2018 and 2017 were as follows:

	December 31, 2018
	Gross			Tax Effect		Net Amount
Foreign currency translation adjustments	$	(53,389	)	$	-	$	(53,389	)
Amounts related to employee benefit obligations		(52,496	)		14,574		(37,922	)
Unrealized gain (loss) on interest rate hedges		(5,083	)		1,169		(3,914	)
	$	(110,968	)	$	15,743	$	(95,225	)

	December 31, 2017
	Gross			Tax Effect		Net Amount
Foreign currency translation adjustments	$	(54,571	)	$	-	$	(54,571	)
Amounts related to employee benefit obligations		(100,817	)		27,160		(73,657	)
	$	(155,388	)	$	27,160	$	(128,228	)

The following table presents the changes in accumulated other comprehensive loss by component for the year ended December 31, 2018:

	Year Ended December 31, 2018
	Foreign			Amounts related			Unrealized
	currency			to employee			gain (loss)
	translation			benefit			on interest
	adjustments			obligations			rate hedges			Total
Beginning balance	$	(54,571	)	$	(73,657	)	$	-		$	(128,228	)
Other comprehensive income
before reclassifications		1,182			31,829			(4,714	)		28,297
Amounts reclassified from
accumulated other comprehensive loss		-			3,906			800			4,706
Ending balance	$	(53,389	)	$	(37,922	)	$	(3,914	)	$	(95,225	)

	Year Ended December 31, 2017
	Foreign			Amounts related
	currency			to employee
	translation			benefit
	adjustments			obligations			Total
Beginning balance	$	(57,177	)	$	(61,322	)	$	(118,499	)
Other comprehensive income
before reclassifications		2,606			(7,823	)		(5,217	)
Amounts reclassified from accumulated
other comprehensive loss		-			(4,512	)		(4,512	)
Ending balance	$	(54,571	)	$	(73,657	)	$	(128,228	)

In connection with the adoption of ASU 2018-02, we have included $10,455 in amounts reclassified from accumulated other comprehensive loss for the reclassification of stranded tax effects resulting from the Tax Act. This amount has been reclassified from accumulated other comprehensive loss to retained earnings within Shareholders’ Equity.

The following table presents the reclassifications out of accumulated other comprehensive loss during the years ended December 31, 2018, 2017, and 2016:

	Amount reclassified
	from accumulated
Year Ended December 31, 2018	other comprehensive			Affected line item on
Details about accumulated other comprehensive loss	loss			the statement of income (loss)
Change in fair value of derivative swap agreements
Interest rate hedging contracts	$	1,040		Interest expense, net
Tax effect		(240	)	Provision for income taxes
	$	800		Net of tax
Amortization of employee benefit obligations
Prior service costs	$	1,675		Other non-operating expense, net
Actuarial losses		3,606		Other non-operating expense, net
Tax effect		(1,375	)	Provision for income taxes
		3,906		Net of tax
Total reclassifications for the period	$	4,706		Net of tax

	Amount reclassified
	from accumulated
Year Ended December 31, 2017	other comprehensive			Affected line item on
Details about accumulated other comprehensive loss	loss			the statement of income (loss)
Amortization of employee benefit obligations
Prior service cost	$	552		Other non-operating expense, net
Actuarial losses		5,745		Other non-operating expense, net
Tax effect		(354	)	Provision for income taxes
Total reclassifications for the period	$	5,943		Net of tax

	Amount reclassified
	from accumulated
Year Ended December 31, 2016	other comprehensive			Affected line item on
Details about accumulated other comprehensive loss	loss			the statement of income (loss)
Amortization of employee benefit obligations
Prior service cost	$	541		Other non-operating expense, net
Actuarial losses		18,577		Other non-operating expense, net
Tax effect		(7,347	)	Provision for income taxes
Total reclassifications for the period	$	11,771		Net of tax

Recent Accounting Pronouncements

12 Months Ended

Dec. 31, 2018

Accounting Changes And Error Corrections [Abstract]

Recent Accounting Pronouncements

3.	Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 – Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in Topic 605 – Revenue Recognition and clarifies the principles for recognizing revenue and creates common revenue recognition guidance between GAAP and International Financial Reporting Standards. Revenues are recognized when customers obtain control of promised goods or services and at an amount that reflects the consideration expected to be received in exchange for such goods or services. In addition, ASU 2014-09 requires disclosure of the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers.

On January 1, 2018, the Company adopted ASU 2014-09 for all contracts which were not completed as of January 1, 2018 using the modified retrospective transition method. The adoption did not require a cumulative adjustment to opening retained earnings and did not have a material impact on revenues for the year ended December 31, 2018.

In March 2016, the FASB issued ASU No. 2016-09 – Compensation – Stock Compensation (Topic 718) (“ASU 2016-09”), which simplifies the accounting treatment for excess tax benefits and deficiencies, forfeitures, and cash flow considerations related to share-based payment transactions. ASU 2016-09 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 excess tax benefits-related cash flows to be reported as operating activities in the statement of cash flows. Regarding withholding requirements, ASU 2016-09 allows entities to withhold an amount up to the employees’ maximum individual tax rates without classifying the award as a liability. Such withholdings are to be recorded as financing activities in the statement of cash flows. ASU 2016-09 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. On January 1, 2018, the Company adopted ASU 2016-09, and elected to recognize forfeitures when they occur. The adoption did not have a material impact on the Company’s consolidated financial statements and disclosures.

In October 2016, the FASB issued ASU No. 2016-16 – Income Taxes (Topic 740) – Intra-Entity Transfers of Assets other than Inventory (“ASU 2016-16”). ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of assets other than inventory when the transfer occurs. ASU 2016-16 also eliminates the exception for an intra-entity transfer of an asset other than inventory. On January 1, 2018, the Company adopted ASU 2016-16 using the modified retrospective transition method. The adoption did not require a cumulative adjustment to opening retained earnings and did not have a material impact on the consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07 – Compensation – Retirement Benefits (Topic 715) – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). ASU 2017-07 requires that an employer report the service cost component in the same line item in the income statement as other compensation costs arising from services rendered by the pertinent employees during the period as well as appropriately described relevant line items. ASU 2017-07 also disallows capitalization of the other components of net periodic benefit costs and requires those costs to be presented in the income statement separately from the service cost component and outside of a subtotal of income from operations. ASU 2017-07 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted. Companies are required to retrospectively apply the requirement for a separate presentation in the income statement of service costs and other components of net benefit cost and prospectively adopt the requirement to limit the capitalization of benefit costs to the service component. Application of a practical expedient is allowed permitting an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. The Company adopted ASU 2017-07 as of January 1, 2018 and utilized the practical expedient to estimate the impact on the prior comparative period information presented in the interim and annual financial statements. Previously, the Company capitalized all net periodic benefit costs incurred for plant personnel in inventory and recorded the majority of net periodic benefit costs incurred by corporate personnel and retirees into selling, general, and administrative expenses. After the adoption, the Company records all components of net periodic benefit costs, aside from service costs, as a component of Other non-operating expense, net in the Consolidated Statements of Income.

The following is a reconciliation of the effect of the reclassification of the net benefit cost in the Company’s Consolidated Statements of Income for the years ended December 31, 2017 and 2016:

	Year Ended December 31, 2017
	As Reported		Adjustments			As Revised
Cost of goods sold (excluding depreciation, depletion,
and amortization shown separately)	$	932,983	$	(4,324	)	$	928,659
Selling, general and administrative expenses		101,452		(2,365	)		99,087
Other non-operating expense, net	$	19,300	$	6,689		$	25,989

	Year Ended December 31, 2016
	As Reported		Adjustments			As Revised
Cost of goods sold (excluding depreciation, depletion,
and amortization shown separately)	$	754,465	$	(1,729	)	$	752,736
Selling, general and administrative expenses		100,921		(17,076	)		83,845
Other non-operating expense, net		15,623		19,659			35,282
Other operating expense	$	5,129	$	(854	)	$	4,275

In August 2017, the FASB issued ASU No. 2017-12 – Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. Subject matters addressed include risk component hedging, accounting for the hedged item in fair value hedges of interest rate risk, recognition and presentation of the effects of hedging instruments, amounts excluded from the assessment of hedge effectiveness, and effectiveness testing. All transition requirements and elections should be applied to existing hedging relationships as of the date of adoption and reflected as of the beginning of the fiscal year of adoption. On August 1, 2018, the Company entered into hedge accounting for its interest rate swaps and elected to early adopt ASU 2017-12 at the date of designation. The adoption did not result in a cumulative effect adjustment in the Consolidated Balance Sheets. See Note 13 for further detail.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02 – Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize a right-of-use asset and lease liability on their consolidated balance sheet related to the rights and obligations created by most leases, while continuing to recognize expense on their consolidated statements of income over the lease term. ASU 2016-02 also requires disclosures designed to give financial statement users information regarding the amount, timing, and uncertainty of cash flows arising from leases.

The Company adopted the new standard on January 1, 2019 using a modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019.

The Company has elected the ‘package of practical expedients’ which permits us not to reassess under the new standard, our prior conclusions about lease identification, lease classification, initial direct costs and the treatment of land easements. We did not elect the use-of-hindsight practical expedient. We have elected the short-term lease recognition exemption for all of our leased assets, including those assets in transition, such that for those leases that qualify, we will not recognize right-of-use assets or lease liabilities. We have also elected to not separate lease and non-lease components for all of our leases.

The Company believes the adoption will have a material impact on its consolidated financial statements. While we continue to assess all of the effects of adoption, the most significant effects relate to our rail cars which are subject to operating leases. On adoption, we expect to recognize additional lease liabilities ranging from $385,000 to $415,000 with corresponding right-of-use assets ranging from $415,000 to $445,000.

In June 2016, the FASB issued ASU No. 2016-13 – Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Additionally, ASU 2016-13 requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected through the use of an allowance of expected credit losses. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and requires a modified retrospective approach. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and disclosures.

In March 2018, the FASB issued ASU No. 2018-05 – Income Taxes (Topic 740) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”). ASU 2018-05 provides guidance regarding the recording of tax impacts where uncertainty exists, in the period of adoption of the Tax Act, which allowed companies to reflect provisional amounts for those specific income tax effects of the Tax Act for which the accounting under ASC Topic 740 is incomplete but for which a reasonable estimate could be determined. See Note 15 for further detail.

In August 2018, the FASB issued ASU No. 2018-13 – Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 removes and modifies existing disclosure requirements on fair value measurement, namely regarding transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. Additionally, ASU 2018-13 adds further disclosure requirements for Level 3 fair value measurements, specifically changes in unrealized gains and losses and other quantitative information. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and disclosures.

In August 2018, the FASB issued ASU No. 2018-14 – Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). The amendments in ASU 2018-14 remove various disclosures that no longer are considered cost-beneficial, namely amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost over the next fiscal year. Further, ASU 2018-14 requires disclosure or clarification of the reasons for significant gains or losses related to changes in the benefit obligation for the period, as well as projected and accumulated benefit obligations in excess of plan assets. ASU 2018-14 is effective for fiscal years ending after December 15, 2020 and should be applied on a retrospective basis, with early adoption permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and disclosures.

In August 2018, the FASB issued ASU No. 2018-15 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. ASU 2018-15 requires an entity in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. ASU 2018-15 also requires the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, which includes reasonably certain renewals. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. ASU 2018-15 should can be applied either retrospectively or prospectively to all implementation costs incurred after its adoption. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and disclosures.

In October 2018, the FASB issued ASU No. 2018-16 – Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting (“ASU 2018-16”). The amendments in ASU 2018-16 allow the OIS rate based on SOFR as a U.S. benchmark interest rate and are an attempt to help facilitate the LIBOR to SOFR transition, as well as provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes. Since the Company early-adopted ASU 2017-12, ASU 2018-16 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. ASU 2018-16 should be applied on a prospective basis for qualifying new or re-designated hedging relationships entered into on or after the date of adoption. As previously noted, the Company early-adopted ASU 2017-12 and will apply the new guidance of ASU 2018-16 in the event the Company enters into new hedging relationships on or after December 15, 2018.

In November 2018, the FASB issued ASU No. 2018-18 – Collaborative Arrangements (Topic 808) — Clarifying the Interaction between Topic 808 and Topic 606 (“ASU 2018-18”). The amendments in ASU 2018-18 provide guidance on whether certain transactions between collaborative arrangement participants should be accounted for revenue under ASC 606. ASU 2018-18 specifically addresses when the participant is a customer in the context of a unit of account, adds unit-of-account guidance in ASC 808 to align with guidance with ASC 606, and precludes presenting the collaborative arrangement transaction together with revenue recognized under ASC 606 if the collaborative arrangement participant is not a customer. ASU 2018-18 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted and should be applied retrospectively. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and disclosures.

Merger and Purchase Accounting

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Merger and Purchase Accounting

4.	Merger and Purchase Accounting

As previously noted, on June 1, 2018, Fairmount Santrol was merged into a subsidiary of Unimin, after which Fairmount Santrol ceased to exist as a separate corporate entity. Refer to Note 1 for additional information related to the Merger.

The Merger Date fair value of consideration transferred was $1,313,660, which consisted of share-based awards, cash, and Covia common stock. The consideration transferred to Fairmount Santrol’s stockholders included cash of $170,000. The cash portion of the Merger consideration was funded with proceeds of the Term Loan, as well as cash on Unimin’s balance sheet. See Note 11 for additional information.

The operating results of Fairmount Santrol since the Merger Date are included in the consolidated financial statements. The Merger qualifies as a business combination and is accounted for using the acquisition method of accounting.

The estimates of fair values of the assets acquired and liabilities assumed were based on information available as of the Merger Date. During the third and fourth quarter of 2018, the Company refined certain underlying inputs and assumption in its valuation models and finalized the purchase accounting fair value assessment as of December 31, 2018. The following table summarizes the purchase price accounting of the acquired assets and liabilities assumed as of June 1, 2018, including measurement period adjustments.

	June 1, 2018					June 1, 2018
	(as previously reported)		Adjustments			(as adjusted)
Cash and cash equivalents	$	105,303	$	-		$	105,303
Inventories, net		107,393		612			108,005
Accounts receivable		159,373		-			159,373
Property, plant, and equipment, net		1,485,785		164,091			1,649,876
Intangible assets, net		148,830		(12,608	)		136,222
Prepaid expenses and other assets		9,563		-			9,563
Other non-current assets		19,836		(15,654	)		4,182
Total identifiable assets acquired		2,036,083		136,441			2,172,524
Debt		738,661		10,061			748,722
Other current liabilities		162,885		(2,768	)		160,117
Deferred tax liability		163,730		35,897			199,627
Other long-term liabilities		75,529		(30,360	)		45,169
Total liabilities assumed		1,140,805		12,830			1,153,635
Net identifiable assets acquired		895,278		123,611			1,018,889
Non-controlling interest		453		-			453
Goodwill		418,835		(123,611	)		295,224
Total consideration transferred	$	1,313,660	$	-		$	1,313,660

In addition to the changes in the balances noted above, the Company recorded an adjustment to increase Depreciation, depletion, and amortization expense of $1,994 during the year ended December 31, 2018 as a result of the adjustment to property, plant, and equipment and certain intangible assets.

The fair values were based on management’s analysis, including work performed by third-party valuation specialists. A number of significant assumptions and estimates were involved in the application of valuation methods, including sales volumes and prices, royalty rates, production costs, tax rates, capital spending, discount rates, and working capital changes. Cash flow forecasts were generally based on Fairmount Santrol’s pre-Merger forecasts. Valuation methodologies used for the identifiable assets acquired and liabilities assumed utilize Level 1, Level 2, and Level 3 inputs including quoted prices in active markets and discounted cash flows using current interest rates.

Accounts receivable, other current liabilities, non-current assets and other long-term liabilities, excluding asset retirement obligations and contingent consideration included in other long-term liabilities, were valued at the existing carrying values as they represented the estimated fair value of those items at the Merger Date based on management’s judgement and estimates.

Raw material inventory was valued using the cost approach. The fair value of work-in-process inventory and finished goods inventory is a function of the estimated selling price less the sum of any cost to complete, costs of disposal, holding costs and a reasonable profit allowance.

The fair value of non-depletable land was determined using the market approach which arrives at an indication of value by comparing the land being valued to land recently acquired in arm’s-length transactions or land listings for similar uses. Building and site improvements were valued using the cost approach in which the value is established based on the cost of reproducing or replacing the asset, less depreciation from physical deterioration, functional obsolescence and economic obsolescence, if applicable. Personal property assets with an active and identifiable secondary market, such as mobile equipment were valued using the market approach. Other personal property assets such as machinery and equipment, furniture and fixtures, leasehold improvements, laboratory equipment and computer software, were valued using the cost approach which is based on replacement or reproduction costs of the assets less depreciation from physical deterioration, functional obsolescence and economic obsolescence, if applicable. The fair value of the mineral reserves, which is included in property, plant, and equipment, net, were valued using the income approach which is predicated upon the value of the future cash flows that an asset will generate over its economic life.

The fair value of the customer relationship intangible assets was determined using the With and Without Method which is an income approach and considers the time needed to rebuild the customer base. The fair value of the railcar leasehold interest was determined using the discounted cash flow method (“DCF Method”) which is an income approach. The fair value of the trade name and technology intangible assets was determined using the Relief from Royalty Method which is an income approach and is based on a search of comparable third party licensing agreements and internal discussions regarding the significance of the trade names and technology and the profitability of the associated revenue streams.

The fair value of the acquired intangible assets and the related estimated useful lives at the Merger Date were the following:

	Approximate		Estimated
	Fair Value		Useful Life
Customer relationships	$	73,000	6 years
Railcar leasehold interests		40,914	1-15 years
Trade name		17,000	1 year
Technology		5,000	12 years
Other		308	95 years
Total approximate fair value	$	136,222

Goodwill is calculated as the excess of the purchase price over the fair value of net identifiable assets acquired. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill of $78,143 and $217,081 allocated to the Industrial and Energy reporting units respectively, is attributable to the earnings potential of Fairmount Santrol’s product and plant portfolio, anticipated synergies, the assembled workforce of Fairmount Santrol, and other benefits that the Company believes will result from the Merger. During the third quarter of 2018 it was determined the goodwill allocated to the Energy reporting unit was impaired and was written off in its entirety. Refer to Note 10 for additional information. None of the goodwill is expected to be deductible for income tax purposes.

The carrying value of the debt approximated the fair value of the debt at June 1, 2018.

The deferred tax liability relates to the tax effect of fair value adjustments of the assets and liabilities acquired, including mineral reserves, property, plant and equipment and intangible assets.

Asset retirement obligations are included in other long-term liabilities in the table of fair values noted above. The related asset is included in property, plant, and equipment, net in the table of fair values noted above. The asset retirement obligations assumed and related assets acquired in connection with the Merger were adjusted to reflect revised estimates of the future cost of dismantling, restoring, and reclaiming of certain sites and related facilities as of the Merger Date.

Included in other long-term liabilities is $9,500 for a pre-acquisition contingent consideration arrangement in the form of earnout payments, related to the purchase of the Propel SSP technology. We entered into an amendment to the SSP purchase agreement on June 1, 2018. Based on information and estimates at the time, we estimated the fair value of contingent consideration to be approximately $9,500. Subsequent to the Merger Date, changes in projected cash flows were revised downward based on post-Merger decline in the market conditions for the Energy segment and a customer supply agreement that was not renewed at December 31, 2018. These revisions gave rise to a reduction of the contingent consideration liability of approximately $5,000, which is recorded as income in Other operating expense (income) in the Consolidated Statements of Income (Loss). The earnout payments are based on a fixed percentage of sales of Propel SSP^® and other products incorporating the SSP technology for thirty years commencing on June 1, 2018. The amendment eliminated the threshold payments of $195,000 which were previously required in order for the Company to retain 100% ownership of the technology. It also provides for the non-exclusive right to license the technology at a negotiated rate. The fair value of the earnout was determined using a scenario-based method due to the linear nature of the consideration payments.

The Company assumed the outstanding stock-based equity awards (the “Award(s)”) of Fairmount Santrol at the Merger Date. Each outstanding Award of Fairmount Santrol was converted to a Covia award with similar terms and conditions at the exchange ratio of 5:1. The Company recorded $40,414 of Merger consideration for the value of Awards earned prior to the Merger Date. The remaining value represents post-Merger compensation expense of $10,416, which will be recognized over the remaining vesting period of the Awards. In addition, at June 1, 2018, the Company recorded $2,400 of expense for Awards whose vesting was accelerated upon a change in control and certain other terms pursuant to the Merger agreement and therefore considered a Merger related expense and recorded in Other non-operating expense, net in the accompanying Consolidated Statements of Income (Loss). Refer to Note 16 for additional information.

The Company has not separately disclosed the revenue and earnings of Fairmount Santrol from the Merger Date through December 31, 2018. Due to the integration of Fairmount Santrol’s operations and customer contracts into the Covia supply chain network and customer contracts, it is impracticable to provide a reasonable estimate of these revenue and earnings.

Pro Forma Condensed Combined Financial Information (Unaudited)

The following unaudited pro forma condensed combined financial information presents the Company’s combined results as if the Merger had occurred on January 1, 2017. The unaudited pro forma financial information was prepared to give effect to events that are (i) directly attributable to the Merger; (ii) factually supportable; and (iii) expected to have a continuing impact on the Company’s results. All material intercompany transactions during the periods presented have been eliminated. These pro forma results include adjustments for interest expense that would have been incurred to finance the transaction and reflect purchase accounting adjustments for additional depreciation, depletion and amortization on acquired property, plant and equipment and intangible assets. The pro forma results exclude Merger related transaction costs and expenses that were incurred in conjunction with the Merger in the years ended December 31, 2018 and 2017:

	Year Ended December 31,
	2018			2017
Revenues	$	2,320,269		$	2,254,907
Net income		(185,497	)		143,785
Earnings per share – basic	$	(1.48	)	$	1.20
Earnings per share – diluted		(1.48	)		1.20

The unaudited pro-forma condensed combined financial information is presented for information purposes only and is not intended to represent or to be indicative of the combined results of operations or financial position that would have been reported had the Merger been completed as of the date and for the period presented, and should not be taken as representative of the Company’s consolidated results of operations or financial condition following the Merger. In addition, the unaudited pro-forma condensed combined financial information is not intended to project the future financial position or results of operations of Covia.

Discontinued Operation – Disposition of Unimin’s Electronics Segment

12 Months Ended

Dec. 31, 2018

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operation – Disposition of Unimin’s Electronics Segment

5.	Discontinued Operation – Disposition of Unimin’s Electronics Segment

On May 31, 2018, prior to, and as a condition to the closing of the Merger, Unimin transferred assets and liabilities of its global high purity quartz business, HPQ Co., to Sibelco in exchange for 170 shares (or 15,097 shares subsequent to the stock split) of Unimin common stock held by Sibelco.

The transaction was between entities under common control and therefore the Unimin common stock received from Sibelco was recorded at the carrying value of the net assets transferred at May 31, 2018, in the amount of $165,383, in Treasury stock within Equity. The transfer of HPQ Co. to Sibelco was a tax-free transaction.

The disposition of HPQ Co. qualified as discontinued operations, as it represented a significant strategic shift of the Company’s operations and financial results. In addition, the operations and cash flows of HPQ Co. could be distinguished, operationally and for financial reporting purposes, from the rest of the Company.

The historical balance sheet and statements of operations of the HPQ Co. business have been presented as discontinued operations in the condensed consolidated financial statements for periods prior to the Merger. Discontinued operations include the results of HPQ Co., except for certain allocated corporate overhead costs and certain costs associated with transition services provided by the Company to HPQ Co. These previously allocated costs remain part of continuing operations.

The carrying amounts of the major classes of assets and liabilities of the Company’s discontinued operations as of December 31, 2017 were as follows:

	December 31, 2017
Accounts receivable, net	$	23,065
Inventories, net		24,856
Other receivables		17,995
Prepaid expenses and other current assets		990
Current assets of discontinued operations		66,906
Property, plant, and equipment, net		94,536
Intangibles, net		1,565
Total assets of discontinued operations	$	163,007

Accounts payable	$	4,510
Accrued expenses and other current liabilities		5,517
Current liabilities of discontinued operations		10,027
Deferred tax liabilities, net		7,648
Other noncurrent liabilities		436
Total liabilities of discontinued operations	$	18,111

Included in Other receivables is $17,296 for cash generated from July 1, 2017 through December 31, 2017 due from Covia to HPQ Co. This amount was included in Accrued expenses on Covia’s Consolidated Balance Sheets at December 31, 2017 and paid out on the Merger Date.

The operating results of the Company’s discontinued operations up to the Merger Date are as follows:

	Year Ended December 31,
	2018			2017			2016
Major line items constituting income from discontinued operations
Revenues	$	74,015		$	149,375		$	110,780
Cost of goods sold (excluding depreciation, depletion,
and amortization shown separately)		46,442			99,974			72,480
Selling, general and administrative expenses		8,762			14,519			11,794
Depreciation, depletion and amortization expense		4,072			11,145			11,210
Other operating income		(69	)		(155	)		642
Income from discontinued operations before provision for income taxes		14,808			23,892			14,654
Provision for income taxes		2,221			608			5,219
Income from discontinued operations, net of tax	$	12,587		$	23,284		$	9,435

The significant operating and investing cash and noncash items of the discontinued operations included in the Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016 were as follows:

	Year Ended December 31,
	2018		2017		2016
Depreciation, depletion and amortization expense	$	4,072	$	11,145	$	11,210
Capital expenditures	$	3,549	$	2,559	$	1,406

Stockholders' Equity

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Stockholders' Equity

6.	Stockholders’ Equity

Prior to the consummation of the Merger, Unimin redeemed 170 shares (or 15,097 shares subsequent to the stock split) of common stock from Sibelco in connection with the disposition of HPQ Co. Additionally, Unimin redeemed 208 shares (or 18,528 shares subsequent to the stock split) of common stock from Sibelco in exchange for a payment of $520,377 to Sibelco (the “Cash Redemption”). The Cash Redemption was financed with the proceeds of the Term Loan (see Note 7) and cash on hand. On June 1, 2018, the Company effected an 89:1 stock split with respect to its shares of common stock and, in connection therewith, amended and restated its certificate of incorporation to increase the Company’s authorized capital stock to 750,000 shares of common stock and 15,000 shares of preferred stock and decreased its par value per share from $1.00 to $0.01.

As a result of the Merger, Fairmount Santrol stockholders received 45,044 shares of Covia common stock, which were issued out of Covia treasury stock.

Inventories, net

12 Months Ended

Dec. 31, 2018

Inventory Disclosure [Abstract]

Inventories, net

7.	Inventories, net

At December 31, 2018 and 2017, inventories consisted of the following:

	December 31, 2018		December 31, 2017
Raw materials	$	30,410	$	16,393
Work-in-process		19,886		1,738
Finished goods		73,628		35,905
Spare parts		39,046		25,923
Inventories, net	$	162,970	$	79,959

As a result of the Merger, the Company recorded approximately $38,409 of fair value adjustments in inventory, which included approximately $7,593 of spare parts. Of this amount, approximately $28,314 was recorded in costs of goods sold, based on inventory turnover, during the year ended December 31, 2018.

In the third quarter of 2018, the Company recorded the write-down of inventories at four idled facilities in the amount of $6,744. The expense is recorded in Cost of goods sold in the Consolidated Statements of Income (Loss). All of the idled facilities are within the Energy segment.

Property, Plant, and Equipment, net

12 Months Ended

Dec. 31, 2018

Property Plant And Equipment [Abstract]

Property, Plant, and Equipment, net

8.	Property, Plant, and Equipment, net

At December 31, 2018 and 2017, property, plant, and equipment consisted of the following:

	December 31, 2018			December 31, 2017
Land and improvements	$	224,894		$	151,374
Mineral rights properties		1,323,090			266,627
Machinery and equipment		1,607,116			1,045,811
Buildings and improvements		544,117			341,218
Railroad equipment		155,998			147,345
Furniture, fixtures, and other		5,260			3,657
Assets under construction		184,360			234,988
		4,044,835			2,191,020
Accumulated depletion and depreciation		(1,210,474	)		(1,054,916	)
Property, plant, and equipment, net	$	2,834,361		$	1,136,104

All of the Company’s capital leases are categorized as machinery and equipment. The depreciation of capital leases is recorded in depreciation, depletion, and amortization expenses in the Consolidated Statements of Income (Loss). Their cost and related accumulated depreciation in the balance sheet are as follows:

	December 31, 2018
Cost	$	19,215
Accumulated depreciation		(2,245	)
Net book value	$	16,970

In June 2018, the Company wrote down $12,300 of assets under construction related to a facility expansion that was terminated. The write-down reflects the cost of assets that could not be used or transferred to other facilities. This amount is included in Goodwill and other asset impairments on the Condensed Consolidated Statements of Income for the year ended December 31, 2018.

The Company is required to evaluate the recoverability of the carrying amount of its long-lived asset groups whenever events or changes in circumstances indicate that the carrying amount of the asset groups may not be recoverable. Based on the adverse business conditions, the decline in the Company’s share price and the idling of certain assets within the Energy segment, the Company performed an evaluation of all asset groups. The undiscounted cash flows to be generated from the use and eventual disposition of the asset groups were compared to the carrying value of the asset groups and it was determined the carrying amount of Covia’s asset groups were recoverable at December 31, 2018.

Due to the idling of certain facilities in the Energy segment, the Company has ceased to use certain long-lived assets. The Company recorded an expense of $37,653 to adjust the carrying amount of these long-lived assets to their salvage value, if any, at December 31, 2018. This expense is recorded in Goodwill and other asset impairments on the Consolidated Statements of Income (Loss). Additionally, during the year ended December 31, 2016, the Company closed a terminal and wrote-down greenfield land. As a result, the Company recorded an expense of $9,634, which was recorded in Goodwill and other assets impairments on the Consolidated Statements of Income (Loss).

Accrued Expenses

12 Months Ended

Dec. 31, 2018

Payables And Accruals [Abstract]

Accrued Expenses

9.	Accrued Expenses

At December 31, 2018 and 2017, accrued expenses consisted of the following:

	December 31, 2018		December 31, 2017
Accrued bonus & other benefits	$	38,445	$	20,427
Accrued Merger related costs		502		13,030
Accrued restructuring charges		15,819		-
Accrued insurance		7,026		8,218
Accrued property taxes		9,120		1,773
Accrual for HPQ Co.		-		17,296
Accrual for capital spending		19,289		2,790
Other accrued expenses		39,960		24,674
Accrued expenses	$	130,161	$	88,208

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2018

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

10.	Goodwill and Intangible Assets

As of December 31, 2018 and 2017, goodwill was $131,655 and $53,512, respectively, and the activity within those years is as follows:

	Beginning Balance		Acquisitions		Impairment			Ending Balance
Year Ended December 31, 2018:
Energy	$	-	$	217,081	$	(217,081	)	$	-
Industrial		53,512		78,143		-			131,655
Total goodwill	$	53,512	$	295,224	$	(217,081	)	$	131,655

Year Ended December 31, 2017:
Industrial	$	53,512	$	-	$	-		$	53,512
Total goodwill	$	53,512	$	-	$	-		$	53,512

Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Company evaluates goodwill at the reporting unit level on an annual basis on October 31 and also on an interim basis when indicators of impairment exist. In addition to the annual test, the market conditions within the Company’s Energy reporting unit combined with the decline in the Company’s share price triggered testing for goodwill impairment at September 30, 2018 and December 31, 2018 using Level 3 inputs. The tests were performed at the reporting unit level using a combination of the discounted cash flow forecast methodology using a peer-based, risk-adjusted weighted average cost of capital and the market multiples approach. The Company believes the use of these methodologies is the most reliable indicator of the fair values of the reporting units. Upon completion of the tests, the entire amount of goodwill in the Energy reporting unit was determined to be impaired and an impairment charge in the amount of $217,081 was recorded in 2018. The goodwill attributed to the Industrial reporting unit was determined to not be impaired for any of the testing periods.

Changes in the carrying amount of intangible assets as of December 31, 2018 and 2017 are as follows:

	December 31, 2018			December 31, 2017
Beginning balance	$	52,196		$	55,328
Less: HPQ Co. assets		-			(3,132	)
Assets acquired		136,222			-
Ending balance		188,418			52,196
Accumulated amortization, beginning balance		(26,600	)		(25,222	)
Less: HPQ Co. accumulated amortization		-			1,567
Amortization for the period		(24,705	)		(2,945	)
Accumulated amortization, ending balance		(51,305	)		(26,600	)
Intangible assets, net	$	137,113		$	25,596

Intangible assets, net includes the following:

	December 31, 2018
	Gross		Accumulated			Intangible
	Carrying Amount		Amortization			Assets, net
Supply agreements	$	48,026	$	(28,598	)	$	19,428
Stream mitigation rights		4,170		(781	)		3,389
Customer relationships		73,000		(7,097	)		65,903
Railcar leasehold interests		41,222		(4,669	)		36,553
Trade names		17,000		(9,917	)		7,083
Technology		5,000		(243	)		4,757
Intangible assets, net	$	188,418	$	(51,305	)	$	137,113

	December 31, 2017
	Gross		Accumulated			Intangible
	Carrying Amount		Amortization			Assets, net
Supply agreements	$	48,026	$	(26,070	)	$	21,956
Stream mitigation rights		4,170		(530	)		3,640
Intangible assets, net	$	52,196	$	(26,600	)	$	25,596

Refer also to Note 4, which includes a discussion of the intangible assets acquired in the Merger, which are included in the balance of Intangibles, net at December 31, 2018.

Amortization expense is recognized in Depreciation, depletion, and amortization expense in the Consolidated Statements of Income (Loss). The intangible assets had a weighted average amortization period of 7 years and 10 years at December 31, 2018 and 2017, respectively. Amortization expense of intangible assets was $24,705, $2,945, and $2,534 in years ended December 31, 2018, 2017, and 2016, respectively.

Estimated future amortization expense related to intangible assets at December 31, 2018 is as follows:

	Amortization
2019	$	29,812
2020		21,658
2021		20,314
2022		19,653
2023		19,090
Thereafter		26,586
Total	$	137,113

Long-Term Debt

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Long-Term Debt

11.	Long-Term Debt

At December 31, 2018 and 2017, long-term debt consisted of the following:

	December 31, 2018			December 31, 2017
Term Loan	$	1,641,750		$	-
Series D Notes		-			100,000
Unimin Term Loans		-			314,641
Industrial Revenue Bond		10,000			-
Capital leases, net		6,417			-
Other borrowings		1,809			2,371
Term Loan deferred financing costs, net		(31,607	)		-
		1,628,369			417,012
Less: current portion		(15,482	)		(50,045	)
Long-term debt including leases	$	1,612,887		$	366,967

Term Loan

On the Merger Date, the Company entered into the $1,650,000 Term Loan to repay the outstanding debt of each of Fairmount Santrol and Unimin and to pay the cash portion of the Merger consideration and transaction costs related to the Merger. The Term Loan was issued at par with a maturity date of June 1, 2025. The Term Loan requires quarterly principal payments of $4,125 and quarterly interest payments beginning September 30, 2018 through March 31, 2025 with the balance payable at the maturity date. Interest accrues at the rate of the three-month LIBOR plus 325 to 400 basis points depending on Total Net Leverage (as hereinafter defined) with a LIBOR floor of 1.0% or the Base Rate (as hereinafter defined). Total Net Leverage is defined as total debt net of up to $150,000 of non-restricted cash, divided by EBITDA. The Term Loan is secured by a first priority lien in substantially all of the assets of Covia. The Company has the option to prepay the Term Loan without premium or penalty other than customary breakage costs with respect to LIBOR borrowings. There are no financial covenants governing the Term Loan.

In addition, the Company is permitted to add one or more incremental term loan facilities and/or increase the commitments under a new five-year revolving credit facility (the “Revolver”), discussed below, in an aggregate principal amount up to the sum of (x) $250,000, plus (y) an amount of incremental facilities so that, after giving effect to any such incremental facility, on a pro-forma basis, the Total Net Leverage would not exceed 2.75:1.0 plus (z) an amount equal to all voluntary prepayments of the Term Loan. In addition to incremental term loan facilities and Revolver increases, this incremental credit capacity will be allowed to be utilized in the form of (a) senior unsecured notes or loans, subject to a pro-forma Total Net Leverage ratio of up to 3.75:1.0, (b) senior secured notes or loans that are secured by the collateral on a junior basis, subject to a pro forma Total Net Leverage of up to 3.25:1.0, or (c) senior secured notes that are secured by the collateral on a pari passu basis, subject to a pro forma Total Net Leverage of up to 2.75:1.0.

At December 31, 2018, the Term Loan had an interest rate of 6.6%.

Revolver

On the Merger Date, the Company entered into the Revolver to replace the existing Silfin credit facility (hereinafter defined). The Revolver was subject to a 50 basis point financing fee paid at closing and has a borrowing capacity of up to $200,000. The Revolver requires only quarterly interest payments at a rate derived from LIBOR plus 300 to 375 basis points depending on the Total Net Leverage or from a Base Rate (selected at the option of the Company). The Base Rate is the highest of (i) Barclays’s prime rate, (ii) the U.S. federal funds effective rate plus one half of 1.0%, and (iii) the LIBOR rate for a one month period plus 1.0%. While interest is payable in quarterly installments, any outstanding principal balance is payable on June 1, 2023. In addition to interest charged on the Revolver, the Company is also obligated to pay certain fees, quarterly in arrears, including letter of credit fees and unused facility fees. The Revolver includes financial covenants requiring a 4.0:1.0 maximum Total Net Leverage ratio and is primarily secured by a first priority lien on substantially all of the assets of Covia. Additionally, as of December 31, 2018, the Company was in compliance with all covenants in accordance with the Revolver.

At December 31, 2018, there was $200,000 of aggregate capacity on the Revolver with $11,679 committed to outstanding letters of credit, leaving net availability at $188,321. At December 31, 2018, the Revolver had an interest rate of 6.0%. There were no borrowings under the Revolver at December 31, 2018. See Note 25 for further details on subsequent events related to the Revolver.

The credit agreement that governs the Term Loan and the Revolver places certain restrictions on our ability to pay dividends on our common stock.

Silfin Credit Facility

In July 2016, Unimin entered into a credit facility with Silfin NV (“Silfin”), a wholly-owned subsidiary of Sibelco, and had the ability to draw upon an overdraft facility up to $20,000. At December 31, 2017, there were no borrowings outstanding under the Silfin credit facility. Upon closing of the Merger, the Silfin credit facility was cancelled and replaced with the Revolver, as previously described.

Senior Notes

On December 16, 2009, Unimin issued $100,000 principal amount of 5.48% Senior Notes, Series D (the “Series D Notes”). Interest on the Series D Notes was payable semiannually. The Series D Notes were scheduled to mature on December 16, 2019 unless prepaid earlier. The note purchase agreement governing the Series D Notes contained an interest coverage ratio covenant of not less than 3.00:1.00 and a consolidated debt to consolidated EBITDA ratio covenant of not greater than 3.25:1.00. Unimin had the option to prepay the Series D Notes, in an amount not less than $5,000 principal amount of Series D Notes, at 100% of the principal amount of Series D Notes being prepaid, plus the Make-Whole Amount. The Make-Whole Amount was the excess of (i) the discounted value of all future principal and interest payments on the Series D Notes being prepaid, discounted from their scheduled payment dates to the date of prepayment in accordance with accepted financial practice at a discount rate of 0.50% over the yield-to-maturity of a U.S. Treasury security with a maturity equal to the remaining average life of the Series D Notes (based on the remaining scheduled payments on such Series D Notes) over (ii) the principal amount being prepaid (provided that the Make-Whole Amount may in no event be less than zero). Upon closing of the Merger, the Series D Notes were repaid with the proceeds of the Term Loan.

As a result of the debt transactions on the Merger Date, the Company recognized a loss on debt modification of $1,147 in the second quarter of 2018, which is included in Interest expense, net. The Series D Notes were subject to a prepayment penalty of $4,021, of which the Company recognized $2,213 in Other non-operating expense, net in the second quarter of 2018. The remaining amount of $1,809 was capitalized as deferred financing fees.

Unimin Term Loans

At December 31, 2017, Unimin had two outstanding term loans (collectively the “Unimin Term Loans”). The Unimin Term Loans each had a maturity date of July 2019 and a fixed rate of 4.09%.

On February 1, 2017, Unimin entered into an additional term loan with Silfin for $49,600. The loan had a floating annual interest rate of 6-month LIBOR USD plus a margin of 127 basis points and was initially payable on February 1, 2018. On February 1, 2018, Unimin amended the term of the loan to mature on August 1, 2018. This loan had a rate of 2.73% at December 31, 2017.

Upon closing of the Merger, the Unimin Term Loans were repaid with the proceeds from the Term Loan.

Industrial Revenue Bond

We hold a $10,000 Industrial Revenue Bond related to the construction of a mining facility in Wisconsin. The bond bears interest, which is payable monthly at a variable rate. The rate was 1.75% at December 31, 2018. The bond matures on September 1, 2027 and is collateralized by a letter of credit of $10,000.

Other Borrowings

Other borrowings at December 31, 2018 and 2017 was comprised of a promissory note with three unrelated third parties that Unimin entered into on January 17, 2011. Two of these unrelated parties had interest rates of 1.0% and 4.11% at December 31, 2018 and 2017, respectively. The promissory note’s third unrelated party does not require any interest payments.

A subsidiary of the Company has a 2,000 Canadian dollar overdraft facility with the Bank of Montreal. The Company has guaranteed the obligations of the subsidiary under the facility. As of December 31, 2018 and 2017, there were no borrowings outstanding under the overdraft facility. The rates of the overdraft facility were 4.95% and 4.2% at December 31, 2018 and 2017, respectively.

At December 31, 2018 and 2017, the Company had $1,900 of outstanding letters of credit not backed by a credit facility.

Maturities of long-term debt are as follows:

	Capital Lease Obligations
	Lease		Less		Present		Other Long-			Aggregate
	Payment		Interest		Value		Term Debt			Maturities of Debt
Year Ended:
2019	$	4,071	$	214	$	3,857	$	16,802		$	20,659
2020		2,428		79		2,349		16,802			19,151
2021		212		1		211		16,802			17,013
2022		-		-		-		16,802			16,802
2023		-		-		-		16,802			16,802
Thereafter		-		-		-		1,569,549			1,569,549
Subtotal		6,711		294		6,417		1,653,559			1,659,976
Less: unamortized discount		-		-		-		(31,607	)		(31,607	)
Total	$	6,711	$	294	$	6,417	$	1,621,952		$	1,628,369

Earnings (Loss) per Share

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Earnings (Loss) per Share

12.	Earnings (Loss) per Share

The table below shows the computation of basic and diluted earnings (loss) per share for the years ended December 31, 2018, 2017, and 2016, respectively:

	Year Ended December 31,
	2018			2017		2016
Numerators:
Net income (loss) from continuing operations attributable to Covia Holdings Corporation	$	(283,085	)	$	130,887	$	(5,770	)
Income from discontinued operations, net of tax		12,587			23,284		9,435
Net income (loss) attributable to Covia Holdings Corporation	$	(270,498	)	$	154,171	$	3,665
Denominator:
Basic weighted average shares outstanding		125,514			119,645		119,645
Dilutive effect of employee stock options and RSUs		-			-		-
Diluted weighted average shares outstanding		125,514			119,645		119,645

Continuing operations earnings (loss) per common share – basic	$	(2.26	)	$	1.09	$	(0.05	)
Continuing operations earnings (loss) per common share – diluted		(2.26	)		1.09		(0.05	)

Discontinued operations earnings per common share – basic		0.10			0.20		0.08
Discontinued operations earnings per common share – diluted		0.10			0.20		0.08

Earnings (loss) per common share – basic		(2.16	)		1.29		0.03
Earnings (loss) per common share – diluted	$	(2.16	)	$	1.29	$	0.03

The Company effected an 89:1 stock split in May 2018. The stock split is reflected in the calculations of basic and diluted weight average shares outstanding for all periods presented.

The calculation of diluted weighted average shares outstanding for the year ended December 31, 2018 excludes 1,340 potential common shares, respectively, because the effect of including these potential common shares would be antidilutive. The dilutive effect of 203 shares was omitted from the calculation of diluted weighted average shares outstanding and diluted earnings per share in the year ended December 31, 2018 because the Company was in a loss position.

Derivative Instruments

12 Months Ended

Dec. 31, 2018

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Instruments

13.	Derivative Instruments

As previously noted, the Company adopted ASU 2017-12 in the third quarter of 2018. ASU 2017-12 requires an entity to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported. Additionally, ASU 2017-12 eliminates the measurement and reporting of hedge ineffectiveness and, for cash flow hedges, requires the entire change in fair value of the instrument to be included in the assessment of hedge effectiveness and recorded in other comprehensive income. Further, the ASU also requires tabular disclosure related to the effect on the income statement of cash flow hedges.

Due to our variable-rate indebtedness, we are exposed to fluctuations in interest rates. We enter into interest rate swap agreements as a means to partially hedge our variable interest rate risk. The derivative instruments are reported at fair value in other non-current liabilities. Changes in the fair value of derivatives are recorded each period in other comprehensive income. For derivatives not designated as hedges, the gain or loss is recognized in current earnings. No components of our hedging instruments were excluded from the assessment of hedge effectiveness.

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional value. The gain or loss on the interest rate swap is recorded in accumulated other comprehensive loss and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. On June 1, 2018, we entered into two interest rate swap agreements and, on December 20, 2018, we entered into three additional interest rate swap agreements as a means to partially hedge our variable interest rate risk on the Term Loan. An additional interest rate swap held by Fairmount Santrol was assumed in conjunction with the Merger. We did not have such variable rate debt instruments at December 31, 2017 and were not engaged in an interest rate swap agreement. The following table summarizes our interest rate swap agreements at December 31, 2018:

Interest Rate Swap Agreements	Maturity Date	Rate	Notional Value		Debt Instrument Hedged	Percentage of Term Loan Outstanding
December 31, 2018
Designated as cash flow hedge	June 1, 2023	2.81%	$	100,000	Term Loan	6%
Designated as cash flow hedge	June 1, 2025	2.87%		200,000	Term Loan	12%
Designated as cash flow hedge	September 5, 2019	2.92%		210,000	Term Loan	13%
Not designated as cash flow hedge	June 1, 2024	2.81%		50,000	Term Loan	3%
Not designated as cash flow hedge	June 1, 2025	2.85%		50,000	Term Loan	3%
Not designated as cash flow hedge	June 1, 2025	2.87%		50,000	Term Loan	3%
			$	660,000		40%

At the Merger Date, our existing interest rate swaps qualified, but were not designated for hedge accounting until August 1, 2018. The interest rate swaps entered into in December 2018 qualified, but were not designated for hedge accounting until January 2019. Changes in the fair value of the undesignated interest rate swaps were included in interest expense in the related period. Amounts reported in accumulated other comprehensive loss related to interest rate swaps will be reclassified to interest expense as interest payments are made on the Term Loan. We expect $818 to be reclassified from accumulated other comprehensive loss into interest expense within the next twelve months.

The following table summarizes the fair values and the respective classification in the Consolidated Balance Sheets as of December 31, 2018. The net amount of derivative liabilities can be reconciled to the tabular disclosure of fair value in Note 14:

		Assets (Liabilities)
Interest Rate Swap Agreements	Balance Sheet Classification	December 31, 2018
Designated as cash flow hedges	Other non-current liabilities	$	(2,846	)
Not designated as cash flow hedges	Other non-current liabilities		(1,271	)
		$	(4,117	)

The tables below present the effect of cash flow hedge accounting on accumulated other comprehensive loss as of December 31, 2018:

	Amount of Loss Recognized in OCI
	Year Ended December 31,
Derivatives in Hedging Relationships	2018		2017		2016
Designated as Cash Flow Hedges
Interest rate swap agreements	$	6,124	$	-	$	-

	Location of Loss	Amount of Loss Reclassified from Accumulated Other Comprehensive Loss
Derivatives in	Recognized on	Year Ended December 31,
Hedging Relationships	Derivative	2018		2017		2016
Designated as Cash
Flow Hedges
Interest rate swap agreements	Interest expense, net	$	1,040	$	-	$	-

The table below presents the effect of our derivative financial instruments on the Consolidated Statements of Income (Loss) in the years ended December 31, 2018, 2017, and 2016, respectively:

	Location of Loss on Derivative
	Interest expense, net
	Year Ended December 31,
	2018		2017		2016
Total Interest Expense presented in the Statements of
Income in which the effects of cash flow hedges are recorded	$	60,322	$	14,653	$	23,999
Effects of cash flow hedging:
Loss on ASC 815-20 Hedging Relationships
Interest rate swap agreements
Amount of loss reclassified
from accumulated other comprehensive
income	$	1,040	$	-	$	-

The table below presents the effect of our derivative financial instruments that were not designated as hedging instruments in the years ended December 31, 2018, 2017, and 2016, respectively:

Derivatives Not Designated
as ASC 815-20 Cash Flow	Location of Gain Recognized	Year Ended December 31,
Hedging Relationships	in Income on Derivative	2018		2017		2016
Interest rate swap agreements	Interest expense, net	$	1,336	$	-	$	-

Fair Value Measurements

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

14.	Fair Value Measurements

Financial instruments held by the Company include cash equivalents, accounts receivable, accounts payable, long-term debt (including the current portion thereof) and interest rate swaps. The Company is also obligated for contingent consideration for Propel SSP^® that is subject to fair value measurement. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique.

Based on the examination of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities at fair value will be classified and disclosed in one of the following three categories:


Level 1	Quoted market prices in active markets for identical assets or liabilities
Level 2	Observable market based inputs or unobservable inputs that are corroborated by market data
Level 3	Unobservable inputs that are not corroborated by market data

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The carrying value of cash equivalents, accounts receivable and accounts payable are considered to be representative of their fair values because of their short maturities. The carrying value of the Company’s long-term debt (including the current portion thereof) is recognized at amortized cost. The fair value of the Term Loan differs from amortized cost and is valued at prices obtained from a readily-available source for trading non-public debt, which represent quoted prices for identical or similar assets in markets that are not active, and therefore is considered Level 2. See Note 11 for further details on our long-term debt. The following table presents the fair value as of December 31, 2018 and 2017, respectively, for the Company’s long-term debt:

	Quoted Prices		Other
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs
Long-Term Debt Fair Value Measurements	(Level 1)		(Level 2)		(Level 3)		Total
December 31, 2018
Term Loan	$	-	$	1,182,060	$	-	$	1,182,060
Industrial Revenue Bond		-		10,000		-		10,000
	$	-	$	1,192,060	$	-	$	1,192,060

December 31, 2017
Unimin Term Loans	$	-	$	272,000	$	-	$	272,000
Series D Notes		-		104,000		-		104,000
	$	-	$	376,000	$	-	$	376,000

The following table presents the amounts carried at fair value as of December 31, 2018 and 2017 for the Company’s other financial instruments.

	Quoted Prices		Other
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs
Recurring Fair Value Measurements	(Level 1)		(Level 2)		(Level 3)		Total
December 31, 2018
Interest rate swap agreements	$	-	$	4,117	$	-	$	4,117
Contingent consideration		-		-		4,500		4,500
	$	-	$	4,117	$	4,500	$	8,617

Fair value of interest rate swap agreements is based on the present value of the expected future cash flows, considering the risks involved, and using discount rates appropriate for the maturity date. These are determined using Level 2 inputs. Refer to Note 13 for additional information.

As of December 31, 2018, the Level 3 liabilities consisted of a liability related to contingent consideration which is a pre-acquisition contingent arrangement in the form of earnout payments related to the Propel SSP technology that the company acquired as part of the merger with Fairmount Santrol. The fair value on the Merger Date of the earnout was $9,500 and determined using the scenario-based method due to the linear nature of the payments. Subsequent to the Merger date, changes in projected cash flows were revised downward based on post-Merger decline in the market conditions for the Energy segment and a customer supply agreement that was not renewed at December 31, 2018, the contingent consideration liability was valued at $4,500 and the reduction of $5,000 is recorded as income in Other operating expense (income) in the Consolidated Statements of Income (Loss).

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

15.	Income Taxes

Income (loss) before provision (benefit) for income taxes includes the following components:

	2018			2017		2016
Domestic operations	$	(329,229	)	$	74,547	$	(77,899	)
Foreign operations		50,234			47,515		46,797
Income (loss) from continuing operations before provision (benefit) for income taxes	$	(278,995	)	$	122,062	$	(31,102	)

The components of the provision (benefit) for income taxes are as follows:

	2018			2017			2016
Current:
Federal	$	(6,549	)	$	16,512		$	(22,610	)
State		959			922			79
Foreign		16,119			15,857			15,727
Total current taxes		10,529			33,291			(6,804	)
Deferred:
Federal		(3,754	)		(40,804	)		(10,940	)
State		(938	)		1,072			(3,376	)
Foreign		(1,850	)		(2,384	)		(4,212	)
Total deferred taxes		(6,542	)		(42,116	)		(18,528	)
Provision (benefit) for income taxes	$	3,987		$	(8,825	)	$	(25,332	)

Income tax provision (benefit) differs from the amount that would result from apply the statutory federal income tax rate to our effective tax rate is as follows:

	2018			2017			2016
Income tax provision (benefit) using domestic corporation tax rate	$	(58,589	)	$	42,721		$	(10,886	)
Effect of tax rate in foreign jurisdictions		3,476			(3,140	)		(3,289	)
Nondeductible expenses		687			142			23
U.S. statutory depletion		(7,618	)		(8,306	)		(9,541	)
Production activity deduction		1,417			(2,621	)		-
Provision to return adjustments		1,029			(310	)		(1,241	)
State taxes		(2,615	)		1,146			(759	)
Other foreign taxes		1,442			1,900			1,020
Transition tax		-			2,923			-
Change in valuation allowance		13,414			-			-
Foreign provisions of the Tax Act		2,831			-			-
Deferred remeasurement		-			(42,180	)		-
Nondeductible transaction costs		2,566			-			-
Goodwill impairment		45,741			-			-
Other		206			(1,100	)		(659	)
Provision (benefit) for income taxes	$	3,987		$	(8,825	)	$	(25,332	)

The difference between the statutory U.S. tax rate of 21% and our 2018 effective tax rate of negative 1.4% is primarily due to the non-deductibility of goodwill impairment expense; the non-deductibility of transaction costs associated with the Merger; tax depletion; state taxes; valuation allowance adjustments; the impact of foreign taxes; and foreign provisions of the Tax Act.

The Tax Act established a corporate income tax rate of 21%, replacing the 35% rate, created a territorial tax system rather than a worldwide system, which generally eliminates the U.S. federal income tax on dividends from foreign subsidiaries, and included provisions limiting deductibility of interest expense. The transition to a territorial system included a one-time transition tax on certain unremitted foreign earnings. For 2017, we recognized a net provisional tax benefit of $39,257 consisting of a tax benefit of $42,180 for remeasurement of deferred taxes and tax expense of $2,923 for the transition tax.

We applied the guidance in Staff Accounting Bulletin 118 when accounting for the enactment-date effects of the Tax Act in 2017 and throughout 2018. At December 31, 2017, we had substantially completed our provisional analysis of the income tax effects of the Tax Act and recorded a reasonable estimate in 2017 of such effects. During 2018, we refined our calculations, evaluated changes in interpretations and assumptions that we had made, applied additional guidance issued by the U.S. Government, and evaluated actions and related accounting policy decisions we have made.

We have completed our accounting for all of the enactment-date income tax effects of the Tax Act and did not identify any material changes to the provisional, net, one-time charge for the transition tax on certain unremitted foreign earnings or for the re-measurement of deferred taxes for the year ended December 31, 2017, related to the Tax Act.

The Tax Act imposes a U.S. tax on GILTI that is earned by certain foreign affiliates owned by a U.S. shareholder. GILTI is generally intended to impose tax on the earnings of a foreign corporation that are deemed to exceed a certain threshold return relative to the underlying business investment. For 2018, tax expense from GILTI provisions of the Tax Act is estimated at $2,831.

Significant components of deferred tax assets and liabilities as of December 31, 2018 and 2017 are as follows:

	2018			2017
Deferred tax assets:
Tax credits	$	22,985		$	19,977
Intangible assets		-			12,836
Inventories		4,001			6,067
Interest		20,359			1,157
Accrued expenses		11,780			16,750
Pension		12,892			19,094
Stock compensation		10,199			-
Other items		3,286			5,054
Loss carryforward		96,745			17,660
Total deferred tax assets		182,247			98,595
Valuation allowance		(52,199	)		(29,206	)
Net deferred tax assets		130,048			69,389
Deferred tax liabilities:
Plant, property, equipment, and mineral reserves		(385,800	)		(108,833	)
Intangible assets		(614	)		(11,559	)
Reclamation		(1,558	)		(4,170	)
Other items		(686	)		-
Total deferred tax liabilities		(388,658	)		(124,562	)
Net deferred tax liabilities	$	(258,610	)	$	(55,173	)

At December 31, 2018, we had $68,620 of federal net operating loss carryforwards. Of these losses, $34,994 expire in 2036 and $33,626 have no expiration. Of these losses, $34,994 were acquired as part of the Merger are subject to IRC Section 382, which could limit annual utilization of the loss carryforward. These acquired losses will expire in 2036 if not utilized. At December 31, 2018, we had $11,822 of state net operating loss carryforwards. The majority of these losses expire between 2028 and 2038. At December 31, 2018, we had $1,813 of foreign net operating loss carryforwards. These losses expire between 2021 and 2038. At December 31, 2018, we had $14,490 of foreign capital loss carryforwards. These losses expire in 2019 and 2020.

At December 31, 2018, we had $6,893 alternative minimum tax credit carryforwards. These credits will be utilized or refunded before 2022. At December 31, 2018, we had $716 of research and development tax credit carryforwards. These credits expire between 2034 and 2037. At December 31, 2018, we had $14,687 of foreign tax credit carryforwards. These credits expire in 2025.

Valuation allowances set up on certain deferred taxes were $52,199 for the year ending December 31, 2018, representing an increase of $22,993 from the year ending December 31, 2017. Of this increase, $9,640 was acquired as part of the Merger.

A valuation allowance is set up on all or a portion of operating or capital losses carried forward or tax credits carried forward for the portion of the loss or credit estimated as not realizable. A valuation allowance of $33,360 has been recorded on losses and credits for the year ending December 31, 2018.

A valuation allowance is set up on deferred tax components estimated as not realizable. A valuation allowance of $17,794 has been recorded on deferred interest expense disallowed under IRC Section 163(j) and $1,045 on deferred taxes relating to a Chinese and certain Mexican subsidiaries for the year ending December 31, 2018.

The amount of undistributed earnings and profits of foreign subsidiaries as of December 31, 2018 is approximately $162,215. For subsidiaries in foreign jurisdictions where earnings are not permanently reinvested, an income and withholding tax liability of approximately $344 has been recorded for the year ending December 31, 2018. For subsidiaries in foreign jurisdictions where earnings are permanently reinvested, no income and withholding tax liability is recorded. An estimate of the income and withholding tax liability were these earnings distributed is approximately $6,525 as of December 31, 2018.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2018			2017			2016
Unrecognized tax benefits balance at January 1	$	1,460		$	1,460		$	1,586
Unrecognized tax benefits acquired in Merger		2,364			-			-
Increases (decreases) for tax positions in prior years		(179	)		164			-
Increases (decreases) for tax positions in current year		269			(164	)		(126	)
Unrecognized tax benefits balance at December 31	$	3,914		$	1,460		$	1,460

At December 31, 2018 and 2017, the Company had $3,914 and $1,460, respectively, of unrecognized tax benefits. If $3,914 were recognized, $3,092 would affect the effective tax rate. The total amount of interest and penalties recognized in the Consolidated Statements of Income (Loss) for the years ended December 31, 2018 and 2017 was $138 and $65, respectively. Interest and penalties are included as a component of tax expense. At December 31, 2018 and 2017, the Company had $1,740 and $65, respectively, of accrued interest and penalties related to unrecognized tax benefits recorded.

We file income tax returns in the United States, Canada, China, Mexico and Denmark. We are currently under examination by the Internal Revenue Service for the tax years 2014 and 2016 and are open to examination for the 2014 through 2018 tax years.

Generally, for our remaining state and foreign jurisdictions, the years 2013 onward are open to examination.

Common Stock and Stock-Based Compensation

12 Months Ended

Dec. 31, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Common Stock and Stock-Based Compensation

16.	Common Stock and Stock-Based Compensation

The Company has a single class of common stock, par value $0.01 per share. Each share of common stock has identical rights and privileges and is entitled to one vote per share. The Company has authorized, but not issued, a single class of preferred stock, par value $0.01 per share.

Stock based compensation includes time-restricted stock units (“TRSUs”) and nonqualified stock options (“Options” and, together with the TRSUs, the “Awards”). These Awards are governed by various plans: the FMSA Holdings Inc. Long Term Incentive Compensation Plan (the “2006 Plan”), the FMSA Holdings, Inc. Stock Option Plan (the “2010 Plan”), the FMSA Holdings Inc. Amended and Restated 2014 Long Term Incentive Plan (the “2014 Plan”), and the 2018 Omnibus Plan (the “2018 Plan”). Options may be exercised, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires, which is typically ten years from the original grant date. All Options granted under the 2006 Plan and 2010 Plan became fully vested as part of the Merger agreement. Performance-restricted stock units (“PRSUs”) granted under the 2014 Plan were converted to TRSUs as part of the Merger agreement. In addition, the Merger agreement provides for the accelerated vesting of all Awards if the holder is terminated without Cause or if the holder terminates employment for Good Reason during the Award Protection Period (as such terms are defined in the related agreements), which is 12 months from the Merger Date.

The 2014 Plan and 2018 Plan provide that employees who are a minimum age of 55 and have provided a minimum of 10 consecutive years of service are deemed retirement eligible. This provides that a retirement-eligible employee can continue to vest in stock options even after termination of employment, as though he or she were still an employee. Additionally, TRSUs for retirement-eligible employees will continue to vest within 12 months of termination of employment. Stock compensation expense related to Awards of retirement-eligible employees is subject to acceleration once that employee attains retirement-eligible status.

The fair values of the TRSUs and Options were estimated at the Merger Date. The fair value of the TRSUs was determined to be the opening share price of Covia stock at the Merger Date. The fair value of Options was estimated at the Merger Date using the Black Scholes-Merton option pricing model.

Options granted from 2014 through 2015 under the 2014 Plan vest over a four-year period under various vesting methods. Options granted since 2016 under the 2014 Plan vest ratably over a three-year period. TRSUs granted in 2015 under the 2014 Plan vest after a six-year period and vesting can be accelerated to four years upon attainment of certain Company performance goals as determined by the compensation committee. TRSUs granted from 2016 through the Merger Date under the 2014 Plan vest ratably over a four-year period. TRSUs granted in 2018 subsequent to the Merger Date under the 2018 Plan vest ratably over one to three years. PRSUs (converted to TRSUs) granted from 2016 through the Merger Date under the 2014 Plan cliff-vest over a three-year period.

Subsequent to the Merger Date and through December 31, 2018, pursuant to the 2018 Plan, the Company issued 168 TRSUs at an average grant date fair value of $18.56. The Company did not grant any Options to purchase shares of common stock through December 31, 2018. All Awards activity during 2018 was as follows:

				Weighted					Weighted
				Average Exercise					Average Price at
	Options			Price, Options		TRSUs			TRSU Issue Date
Outstanding at December 31, 2017		-		$	-		-		$	-
Assumed through acquisition		2,537			33.85		665			28.09
Granted		-			-		168			18.56
Exercised or distributed		(1	)		10.20		(76	)		26.44
Forfeited		(8	)		45.07		(11	)		28.00
Expired		(25	)		67.98		-			-
Outstanding at December 31, 2018		2,503		$	33.49		746		$	26.12

Exercisable at December 31, 2018		2,140		$	32.99		-		$	-

Our policy is to issue shares from Treasury Stock upon exercise of options or distribution of TRSUs.

The Company recorded $5,812 of stock compensation expense in the year ended December 31, 2018. The Company accounts for forfeitures as they occur. Stock compensation expense is included in selling, general, and administrative expenses on the Consolidated Statements of Income (Loss) and in additional paid-in capital on the Consolidated Balance Sheets.

The Company recorded stock compensation expense of $2,400 in the second quarter of 2018 due to accelerated vesting of Awards because of the Merger. This amount is included in other non-operating expense, net on the Consolidated Statements of Income (Loss) and in additional paid-in capital on the Consolidated Balance Sheets. Refer to Note 4 for additional information.

Options outstanding as of December 31, 2018 have a weighted average remaining contractual life of 3.4 years and do not have an aggregate intrinsic value. Options that are exercisable as of December 31, 2018 have a weighted average remaining contractual life of 2.8 years and do not have an aggregate intrinsic value. The aggregate intrinsic value represents the difference between the fair value of the Company’s shares of $3.42 per share at December 31, 2018 and the exercise price of the dilutive options, multiplied by the number of dilutive options outstanding at that date.

The aggregate intrinsic value of stock options exercised during the year ended December 31, 2018 was $7.

Net cash proceeds from the exercise of stock options or distribution of TRSUs were $464 in the year ended December 31, 2018.

There was $1 of income tax benefits realized from stock option exercises in the year ended December 31, 2018.

At December 31, 2018, options to purchase 2,503 common shares were outstanding at a range of exercise prices of $7.15 to $102.60 per share. As of December 31, 2018, unrecognized compensation cost of $697 and $6,785 related to non-vested stock options and TRSUs is expected to be recognized over a weighted-average period of approximately 1.0 and 2.4 remaining years, respectively.

Pension and Other Post-Employment Benefits

12 Months Ended

Dec. 31, 2018

Compensation And Retirement Disclosure [Abstract]

Pension and other Post-Employment Benefits

17.	Pension and Other Post-Employment Benefits

The Company maintains retirement, post-retirement medical and long-term benefit plans in several countries.

In the U.S., the Company sponsors the Unimin Corporation Pension Plan, a defined benefit plan for hourly and salaried employees (the “Pension Plan”) and the Unimin Corporation Pension Restoration Plan (a non-qualified supplemental benefit plan) (the “Restoration Plan”). The Pension Plan is a funded plan. Minimum funding and maximum tax-deductible contribution limits for the Pension Plan are defined by the Internal Revenue Service. The Restoration Plan is unfunded. Salaried participants accrue benefits based on service and final average pay. Hourly participants' benefits are based on service and a benefit formula. The Pension Plan was closed to new entrants effective January 1, 2008, and union employee participation in the Pension Plan at the last three unionized locations participating in the Pension Plan was closed to new entrants effective November 1, 2017. The Pension Plan was frozen as of December 31, 2018 for all non-union employees. Until the Restoration Plan was amended to exclude new entrants on August 15, 2017, all salaried participants eligible for the Pension Plan were also eligible for the Restoration Plan. The Restoration Plan was frozen for all participants as of December 31, 2018. An independent trustee has been appointed for the Pension Plan whose responsibilities include custody of plan assets as well as recordkeeping. A pension committee consisting of members of senior management provides oversight through quarterly meetings. In addition, an independent advisor has been engaged to provide advice on the management of the plan assets. The primary risk of the Pension Plan is the volatility of the funded status. Liabilities are exposed to interest rate risk and demographic risk (e.g., mortality, turnover, etc.). Assets are exposed to interest rate risk, market risk, and credit risk. In addition to these retirement plans in the U.S., the Company offers a retiree medical plan that is exposed to risk of increases in health care costs. The retiree medical plan covers certain salaried employees and certain groups of hourly employees. Effective December 31, 2018, the retiree medical plan was terminated for salaried employees but remains open to certain groups of hourly employees.

In Canada, the Company sponsors three defined benefit retirement plans. Two of the retirement plans are for hourly employees and one is for salaried employees. Salaried employees were eligible to participate in a plan consisting of a defined benefit portion that has been closed to new entrants since January 1, 2008 and a defined contribution portion for employees hired after January 1, 2018. In addition, there are two post-retirement medical plans in Canada. In the case of the Canadian pension plans, minimum funding is required under the provincial Pension Benefits Act (Ontario) and regulations and maximum funding is set in the Federal Income Tax Act of Canada and regulations. The pension plan is administered by Unimin Canada. A pension committee exists to ensure proper administration, management and investment review with respect to the benefits of the pension plan through implementation of governance procedures. The medical plan is administered by an insurance company with Unimin Canada having the ultimate responsibility for all decisions.

In Mexico, the Company sponsors four retirement plans, two of which are seniority premium plans as defined by Mexican labor law. The remaining plans are defined benefit plans with a minimum benefit equal to severance payment by unjustified dismissal according to Mexican labor law. Minimum funding is not required, and maximum funding is defined according to the actuarial cost method registered with the Mexican Tax Authority. Investment decisions are made by an administrative committee of Grupo de Materias Primas pension plans. All plans in Mexico pay lump sums on retirement and pension plans pay benefits through five annual payments conditioned on compliance with non-compete clauses.

As part of the Merger, the Company assumed the two defined benefit pension plans of Fairmount Santrol, the Wedron pension plan and the Troy Grove pension plan. These plans cover union employees at certain facilities and provide benefits based upon years of service or a combination of employee earnings and length of service. Benefits under the Wedron plan were frozen effective December 31, 2012. Benefits under the Troy Grove plan were frozen effective December 31, 2016.

The Pension Plan, Restoration Plan, and the pension plans in Canada and Mexico are collectively referred to as the “Unimin Pension Plans.” The Wedron and Troy Grove pension plans are collectively referred to as the “Fairmount Pension Plans.” The Unimin Pension Plans and the Fairmount Pension Plans are collectively referred to as the “Covia Pension Plans.” The post-retirement medical plans in the United States and Canada are collectively referred to as the “Postretirement Medical Plans.”

In June 2018, the Company recorded a curtailment gain of $5,193 in connection with the transfer of HPQ Co. to Sibelco. The gain was recognized in Accumulated other comprehensive loss in the Consolidated Balance Sheet. In the third quarter of 2018, the Company recognized a loss on settlement of $2,566 related to lump sum payments from the Unimin Pension Plans. In the fourth quarter of 2018, the Company recognized an additional loss on settlement of $3,005 related to lump sum payments from the Unimin Pension Plans and $669 for curtailment loss due to the freeze on the Unimin Pension Plans. In connection with the termination of the retiree medical plans, the Company recognized a curtailment gain of $7,955 in the fourth quarter of 2018. These items are recorded in Other non-operating expense, net in the Consolidated Statements of Income (Loss).

The following assumptions were used to determine the Company’s obligations under the Covia Pension Plans and the Postretirement Medical Plans:

	U.S.		Canada		Mexico
	2018	2017	2018	2017	2018	2017
Assumptions for Unimin Pension Plans:
Discount rate	4.15%	3.50%	3.90%	3.40%	8.75%	7.70%
Rate of compensation increase	4.50%	4.50%	4.50%	4.50%	5.75%	5.75%
Assumptions for Postretirement Medical Plans:
Discount rate	4.10%	3.35%	3.90%	3.40%	—	—

	Wedron Pension	Troy Grove Pension
	2018	2018
Assumptions for Fairmount Pension Plans:
Discount rate	4.15%	4.30%

The following assumptions were used to determine the Company’s net periodic benefit costs under the Pension Plans and Postretirement Medical Plans:

	U.S.			Canada			Mexico
	2018	2017	2016	2018	2017	2016	2018	2017	2016
Assumptions for Unimin Pension Plans:
Discount rate	3.50%	4.00%	4.15%	3.40%	3.80%	3.95%	7.70%	7.65%	6.55%
Long-term rate of return	6.50%	6.50%	6.50%	4.29%	4.30%	4.25%	7.70%	7.70%	6.55%
Rate of compensation increase	4.50%	4.50%	4.50%	4.50%	4.50%	4.50%	5.75%	5.75%	5.75%
Assumptions for Postretirement Medical Plans:
Discount rate	3.35%	3.75%	3.90%	3.40%	3.90%	4.05%	—	—	—

	Wedron Pension	Troy Grove Pension
	2018	2018
Assumptions for Fairmount Pension Plans:
Discount rate	3.95%	4.10%
Long-term rate of return	7.40%	7.40%

The difference in the discount rates used for the Covia Pension Plans is due to the differing characteristics of the plans, including employee characteristics and plan size. The Company uses a cash flow matching approach to determine its discount rate using each plan’s projected cash flows and actuarial yield curves.

In developing the expected long-term rate of return on plan assets, the Company considered long-term historical rates of return, the Company’s plan asset allocations as well as the opinions and outlooks of investment professionals.

The investment policy for the Unimin Pension Plans includes a target allocation of approximately 35% in equities and 65% in fixed income investments. The written investment policy for the Fairmount Pension Plans includes a target allocation of about 70% in equities and 30% in fixed income investments. Only high-quality diversified securities similar to stocks and bonds are used. Higher-risk securities or strategies (such as derivatives) are not currently used but could be used incidentally by mutual funds held by the plans. The Pension Plans’ obligations are long-term in nature and the investment policy is therefore focused on the long-term. Goals include achieving gross returns at least equal to relevant indices. Management and the plans’ investment advisor regularly review and discuss investment performance, adherence to the written investment policy, and the investment policy itself.

The following table summarizes the benefit obligations, assets and funded status associated with the Covia Pension Plans and Postretirement Medical Plans:

	Covia Pension Plans						Postretirement Medical Plans
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Change in benefit obligation
Benefit obligation at beginning of year	$	265,380		$	248,450		$	25,437		$	25,641
Assumption of Fairmount benefit obligation		8,659			-			-			-
Service cost		7,213			8,081			989			982
Interest cost		9,479			9,590			744			873
Actuarial loss (gain)		(21,129	)		15,135			(1,228	)		(1,208	)
Other movements		176			-			-			-
Settlements		(23,078	)		(756	)		-			-
Curtailments		(22,919	)		-			(11,304	)		-
Benefit payments		(6,060	)		(14,138	)		(1,323	)		(851	)
Exchange differences		(515	)		(982	)		(27	)		-
Benefit obligation at end of year	$	217,206		$	265,380		$	13,288		$	25,437

Change in plan assets
Fair value of plan assets at beginning of year	$	193,019		$	186,316		$	-		$	-
Assumption of Fairmount plan assets		7,688			-			-			-
Actual return on plan assets		(6,986	)		15,528			-			-
Employer contributions		11,509			7,289			1,323			851
Settlements		(23,078	)		(756	)		-			-
Benefit payments		(6,060	)		(14,138	)		(1,323	)		(851	)
Exchange differences		(387	)		(1,220	)		-			-
Fair value of plan assets at end of year	$	175,705		$	193,019		$	-		$	-

Unfunded status	$	(41,501	)	$	(72,361	)	$	(13,288	)	$	(25,437	)

The unfunded balance of the Covia Pension Plans and the Postretirement Medical Plans is recorded in Employee benefit obligations in the Consolidated Balance Sheets.

The accumulated benefit obligation for the Covia Pension Plans totaled $210,689 and $229,757 at December 31, 2018 and 2017, respectively.

The following summarizes the components of net periodic benefit costs for the years ended December 31, 2018, 2017, and 2016, respectively:

	Covia Pension Plans
	Year Ended December 31,
	2018			2017			2016
Components of net periodic benefit cost
Service cost	$	7,213		$	8,081		$	7,790
Interest cost		9,479			9,590			9,100
Expected return on plan assets		(10,546	)		(9,976	)		(9,529	)
Amortization of prior service cost		450			552			541
Amortization of net actuarial loss		4,444			4,845			4,648
Recognized settlement loss		6,727			320			13,273
Recognized curtailment prior service cost		1,224			-			-
Net periodic benefit cost	$	18,991		$	13,412		$	25,823

	Postretirement Medical Plans
	Year Ended December 31,
	2018			2017		2016
Components of net periodic benefit cost
Service cost	$	989		$	982	$	974
Interest cost		744			873		885
Amortization of net actuarial loss		430			580		656
Recognized curtailment prior service cost		(7,995	)		-		-
Net periodic benefit cost	$	(5,832	)	$	2,435	$	2,515

The following summarizes the changes in other comprehensive (income) loss for the years ended December 31, 2018, 2017, and 2016 that are included in the Consolidated Statements of Comprehensive Income (Loss):

	Covia Pension Plans
	Year Ended December 31,
	2018			2017			2016
Changes in other comprehensive (income) loss
Net actuarial (gain) loss	$	(26,516	)	$	9,583		$	10,473
Amortization of net actuarial (gain) loss		(11,171	)		(4,845	)		(4,648	)
Recognized settlement loss		-			(320	)		(13,273	)
Prior service cost		176			-			746
Amortization of prior service cost		(1,675	)		(552	)		(541	)
Exchange differences		(3,995	)		195			51
Deferred tax asset		11,248			(12,955	)		2,765
Other comprehensive income	$	(31,933	)	$	(8,894	)	$	(4,427	)

	Postretirement Medical Plans
	Year Ended December 31,
	2018			2017			2016
Changes in other comprehensive (income) loss
Net actuarial (gain) loss	$	(12,532	)	$	(1,208	)	$	2,090
Amortization of net actuarial (gain) loss		7,565			(580	)		(656	)
Exchange differences		(173	)		(282	)		(65	)
Deferred tax asset		1,338			(1,371	)		(526	)
Other comprehensive income	$	(3,802	)	$	(3,441	)	$	843

Net periodic benefit cost totaled $13,159, $15,847, and $28,338 for the years ended December 31, 2018, 2017, and 2016, respectively. Contributions into the plans for the year ended December 31, 2019 are expected to be $3,000. Included in the 2016 net periodic benefit cost is a settlement charge which stemmed from a restructuring program where a significant number of employees opted to take lump sum distributions which exceeded the sum of the Company’s service and interest costs in the year ended December 31, 2016.

The actuarial loss and prior service cost that the Company expects will be amortized from accumulated other comprehensive loss into net periodic benefit cost in the year ending December 31, 2019 is $2,503 and $273, respectively.

Benefits expected to be paid out over the next ten years:

	Expected Benefit Payments
Year Ending	Covia Pension Plans		Postretirement Medical Plans
2019	$	11,386	$	625
2020		13,658		725
2021		15,009		673
2022		13,605		753
2023		14,745		778
2024-2028		72,943		3,967

The expected benefit payments to be paid are based on the same assumptions used to measure the Company’s benefit obligations as of December 31, 2018, and include estimated future employee service.

The annual measurement date is December 31 for pension benefits and other postretirement benefits. For measurement purposes, the assumed health care cost trend rate for the U.S. postretirement plan was 8.5% in 2018 decreasing to an ultimate trend rate of 4.75% in 2026. For measurement purposes, the assumed health care cost trend rate for the Canada postretirement plan was 6.0%, decreasing to an ultimate trend rate of 4.5% in 2022.

The assumed health care cost trend rate assumptions can have an impact on the amounts reported for the Postretirement Medical Plans. A one percent increase or decrease each year in the health care cost trend rate utilized would have the following effects as December 31, 2018:

	One Percentage Point
	Increase		Decrease
Effect on the postretirement benefit obligation	$	1,804	$	(1,491	)
Effect on the net periodic benefit cost		137		(110	)

Fair value measurements for assets held in the benefit plans as of December 31, 2018 and 2017 are as follows:

	Quoted Prices		Other
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs		Balance at
	(Level 1)		(Level 2)		(Level 3)		December 31, 2018
Cash and cash equivalents	$	6,226	$	-	$	-	$	6,226
Common stock		22,349		-		-		22,349
Government and agency securities		11,148		-		-		11,148
Corporate bonds		-		38,742		-		38,742
Mutual funds		28,319		-		-		28,319
Total^(A)	$	68,042	$	38,742	$	-	$	106,784
_______
(A) At December 31, 2018, certain investments that are measured at fair value using the net asset value (“NAV”) per share as a practical expedient have not been categorized in the fair value table above. These investments of $68,921 are principally invested in commingled trust funds whose investment policy principally follows the investment strategy of the Unimin Pension Plans.

	Quoted Prices		Other
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs		Balance at
	(Level 1)		(Level 2)		(Level 3)		December 31, 2017
Cash and cash equivalents	$	10,120	$	-	$	-	$	10,120
Common stock		17,280		-		-		17,280
Government and agency securities		12,451		-		-		12,451
Corporate bonds		-		44,381		-		44,381
Mutual funds		42,539		-		-		42,539
Total^(B)	$	82,390	$	44,381	$	-	$	126,771
_______
(B) At December 31, 2017, certain investments that are measured at fair value using the NAV per share as a practical expedient have not been categorized in the fair value table above. These investments of $66,248 are principally invested in commingled trust funds whose investment policy principally follows the investment strategy of the Unimin Pension Plans.

Other Benefit Plans

12 Months Ended

Dec. 31, 2018

Postemployment Benefits [Abstract]

Other Benefit Plans

18.	Other Benefit Plans

Multiemployer Pension Plans

We contribute to four multiemployer defined benefit pension plans under the terms of collective-bargaining agreements for union-represented employees. A multiemployer plan is subject to collective bargaining for employees of two or more unrelated companies. These plans allow multiple employers to pool their pension resources and realize efficiencies associated with the daily administration of the plan. Multiemployer plans are generally governed by a board of trustees composed of management and labor representatives and are funded through employer contributions.

The risks of participating in multiemployer plans differ from single employer plans as follows: (i) assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, (ii) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, and (iii) if we cease to have an obligation to contribute to one or more of the multiemployer plans to which we contribute, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

A summary of each multiemployer pension plan for which we participate is presented below:

		Pension Protection Act Zone Status^(A)			Company Contributions
Pension Fund	EIN / Pension Plan No.	2018	2017	FIP / RP Status / Pending / Implemented	2018		2017		2016		Surcharge Imposed	CBA Expiration Date
IAM National Pension Fund	51-6031295	Green	Green	No	$	181	$	141	$	104	No	Apr-2021; Jul-2021
Laborers National Industrial Pension Fund	52-6074345	Red	Red	Implemented		7		7		6	Yes	Oct-2020
National Integrated Group Pension Plan	22-6190618	Red	Red	Implemented		12		12		23	Yes	Apr-2020
Steelworkers Pension Trust	23-6648508	Green	Green	No	$	209	$	210	$	137	No	Mar-2021
(A) The Pension Protection Act of 2006 defines the zone status as follows: green - healthy, yellow - endangered, orange - seriously endangered, and red - critical.

Our contributions to individual multiemployer pension plans did not exceed 5% of the plan’s total contributions in any of the three years ended December 31, 2018, 2017, and 2016. Additionally, our contributions to multiemployer post-retirement benefit plans were immaterial for all periods presented in the consolidated financial statements

Fairmount Santrol previously participated in a multiemployer defined benefit pension plan and withdrew from the plan in October 2015 with a withdrawal liability of $9,283, which is payable in annual installments until November 2035. The present value and balance of this withdrawal liability was $4,402 as of December 31, 2018.

Defined Contribution Plans

In the U.S., we sponsor a defined contribution plan, the Unimin Corporation Savings Plan, which provides participants with an opportunity to defer their pay into an account that may be used for providing income during retirement. The Savings Plan is open to all Unimin U.S. employees. We contribute to the plan in two ways, (i) for certain employees not covered by a defined benefit plan, we make a contribution equal to 4% of salary for salaried employees and 1% for most hourly employees, (ii) we make a matching contribution for certain employees of 100% on the first 1% and 50% on the next 5% of each dollar contributed by an employee. Also for certain unionized employees, we match 50% on the first 1% and 25% on the next 4% of each dollar contributed by an employee. The plan is fully funded by participants’ pay deferrals, employer matching and non-matching contributions. Our contributions were $4,727, $4,800, and $3,700 for the years ended December 31, 2018, 2017, and 2016, respectively.

In Canada, we sponsor a defined contribution plan covering employees not covered by the defined benefit plan. We make contributions equal to 5% of the eligible employees’ salary. In addition, we participate in a group plan that covers our hourly employees at our St. Canut location. We contribute a fixed one thousand dollars per employee per year, as well as make a matching contribution for 65% of employee contributions up to a maximum of seven hundred seventy-five dollars per year. Our contributions into the Canada and St. Canut defined contribution plans were $224, $199, and $173 for the years ended December 31, 2018, 2017 and 2016, respectively.

Fairmount Santrol had a defined contribution plan (“401(k) Plan”) covering substantially all employees. Under the provisions of the 401(k) Plan, we match 50% of the first 5% of each union employee’s contribution into the 401(k) Plan and matches 100% of the first 3% and 50% of the next 2% of each non-union employee’s contribution. Company match contributions were $1,466 for the year ended December 31, 2018. Included in these contributions are Company contributions to the 401(k) Plan for union members, which were $413 for the year ended December 31, 2018.

We may, at our discretion, make additional contributions, which are determined in part based on our return on investable capital, to the 401(k) Plan. Discretionary contributions accrued at December 31, 2018 were $3,697. Participant accounts in the 401(k) Plan held 1,354 of common stock shares of Covia as of December 31, 2018.

We are also self-insured for medical benefits. We have an accrued liability of $1,279 as of December 31, 2018 for anticipated future payments on claims incurred to date. Management believes this amount is adequate to cover all required payments.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

19.	Commitments and Contingencies

Leases

We lease railway equipment, operating equipment, mineral properties, and buildings under a number of operating lease arrangements. We are obligated to pay minimum annual lease payments under certain non-cancelable operating lease agreements which have original terms that extend to 2055. Agreements for office facilities and office equipment leases are generally renewed or replaced by similar leases upon expiration.

Future minimum annual lease payments, primarily for railcars, equipment, office leases, and terminals due under the long-term operating lease obligations are shown below. Additionally, we are obligated for future payments of $9,000, to be paid by March 2019, for the production and manufacture of equipment in which we are the lessee.

2019	$	104,602
2020		81,365
2021		69,358
2022		59,044
2023		52,121
Thereafter		121,014
Total	$	487,504

Total operating lease rental expense included in the Consolidated Statements of Income (Loss) was $73,891, $49,212, and $39,480 for the years ended December 31, 2018, 2017, and 2016, respectively.

Purchase Commitments

As of December 31, 2018, we had purchase commitments of $144,814 in 2020 and $51,118 in 2021.

Contingencies

We are involved in various legal proceedings, including as a defendant in a number of lawsuits. Although the outcomes of these proceedings and lawsuits cannot be predicted with certainty, we do not believe that any of the pending legal proceedings and lawsuits are reasonably likely to have a material adverse effect on our financial position, results of operations or cash flows. In addition, we believe that our insurance coverage will mitigate these claims.

We and/or our predecessors have been named as a defendant, usually among many defendants, in numerous product liability lawsuits brought by or on behalf of current or former employees of our customers alleging damages caused by silica exposure. During the year ended December 31, 2018, 13 plaintiffs’ claims against us were dismissed. As of December 31, 2018, there were 76 active silica-related products liability lawsuits pending in which we are a defendant. Although the outcomes of these lawsuits cannot be predicted with certainty, we do not believe that these matters are reasonably likely to have a material adverse effect on our financial position, results of operations or cash flows.

Fairmount Santrol, now known as Bison Merger Sub I, LLC, has been named as a defendant in several lawsuits in which alleged stockholders claim Fairmount Santrol and its directors violated securities laws in connection with the Merger. Fairmount Santrol and its directors believe these allegations lack merit. Although the outcomes of these lawsuits cannot be predicted with certainty, we do not believe that these matters are reasonably likely to have a material adverse effect on our financial position, results of operations or cash flows.

We are a defendant in a lawsuit seeking declaratory judgment that the Merger constitutes an event of default under certain operating lease agreements. Although the outcome of this lawsuit cannot be predicted with certainty, we do not believe that this matter is reasonably likely to have a material adverse effect on our financial position, results of operations or cash flows.

On March 18, 2019, we received a subpoena from the SEC seeking information relating to certain value-added proppants marketed and sold by Fairmount Santrol or Covia within the Energy segment since January 1, 2014. We are cooperating with the SEC’s investigation. Given that the investigation is ongoing and that no civil or criminal claims have been threatened or brought to date, we cannot predict what, if any, further action the SEC may take regarding its investigation, and cannot provide an estimate of the potential range of loss, if any, that may result. Accordingly, no accrual has been made with respect to this matter.

Included in other long-term liabilities at December 31, 2018, is $4,500 for a pre-acquisition contingent consideration arrangement in the form of earnout payments, related to the purchase of the Propel SSP technology. We entered into an amendment to the purchase agreement on June 1, 2018 and, based on information and estimates at the time, estimated the fair value of contingent consideration to be approximately $9,500. Subsequent to the Merger Date, changes in projected cash flows were revised downward based on post-Merger decline in the market conditions for the Energy segment and a customer supply agreement that was not renewed at December 31, 2018. These revisions gave rise to a reduction of the contingent liability of approximately $5,000, which is recorded as income in Other operating expense (income) in the Consolidated Statements of Income (Loss). The earnout payments are based on a fixed percentage of sales of Propel SSP^® and other products incorporating the SSP technology for thirty years commencing on June 1, 2018. The amendment eliminated the threshold payments of $195,000 which were previously required in order for us to retain 100% ownership of the technology. It also provides for the non-exclusive right to license the technology at a negotiated rate.

Capital Commitments

As of December 31, 2018, capital commitments relating to property, plant, and equipment amount to $19,781.

Royalties

We have entered into numerous mineral rights agreements, in which payments under the agreements are expensed as incurred. Certain agreements require annual or quarterly payments based upon annual tons mined or the average selling price of tons sold. Total royalty expense associated with these agreements was $6,264, $3,259, and $2,528 for the years ended December 31, 2018, 2017, and 2016, respectively.

Transactions with Related Parties

12 Months Ended

Dec. 31, 2018

Transactions with Related Parties

20.	Transactions with Related Parties

The Company sells minerals to Sibelco and certain of its subsidiaries (“related parties”). Sales to related parties amounted to $6,705, $7,300, and $6,800 in the years ended December 31, 2018, 2017, and 2016, respectively. At December 31, 2018 and 2017, the Company had accounts receivable from related parties of $768 and $2,878, respectively. These amounts are included in Accounts receivable, net in the accompanying Consolidated Balance Sheets.

The Company purchases minerals from certain of its related parties. Purchases from related parties amounted to $5,276, $6,800, and $7,500 in the years ended December 31, 2018, 2017, and 2016, respectively. At December 31, 2018 and 2017, the Company had accounts payable to related parties of $522 and $7,692, respectively. These amounts are included in Accounts payable in the accompanying Consolidated Balance Sheets.

Prior to the Merger, Sibelco provided certain services on behalf of Unimin, such as finance, treasury, legal, marketing, information technology, and other infrastructure support. The cost for information technology was allocated to Unimin on a direct usage basis. The costs for the remainder of the services were allocated to Unimin based on tons sold, revenues, gross margin, and other financial measures for Unimin compared to the same financial measures of Sibelco. The financial information presented in these consolidated financial statements may not reflect the combined financial position, operating results and cash flows of Unimin had it not been a consolidated subsidiary of Sibelco. Actual costs that would have been incurred if Unimin had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. Effective on the Merger Date, Sibelco no longer provides such services to the Company. Prior to the Merger, during the years ended December 31, 2017 and 2016, Unimin incurred $2,500 and $2,700, respectively, for management and administrative services from Sibelco. In the five months ended May 31, 2018, Unimin incurred $2,445 for management and administrative services from Sibelco. These costs are reflected in selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

Additionally, the Company is compensated for providing transitional services, such as accounting, human resources, information technology, mine planning, and geological services, to HPQ Co. and such compensation is recorded as a reduction of cost in selling, general, and administrative expenses. Compensation for these transitional services was $581 for the year ended December 31, 2018. Amounts are included in Selling, general, and administrative expenses on the Consolidated Statements of Income and in Other receivables in the Consolidated Balance Sheets.

On June 1, 2018, the Company entered into an agreement with Sibelco whereby Sibelco is providing sales and marketing support for certain products supporting the performance coatings and polymer Solutions markets in North America and Mexico, for which the Company pays a 5% commission of revenue, and in the rest of the world, for which the Company pays a 10% commission of revenue. Sibelco also assists with sales and marketing efforts for certain products in the ceramics and sanitary ware industries outside of North America and Mexico for which the Company pays a 5% commission of revenue. In addition, the Company provides sales and marketing support to Sibelco for certain products used in ceramics in North America and Mexico for which the Company earns a 10% commission of revenue. For the year ended December 31, 2018, the Company recorded commission expense of $2,508 in Selling, general and administration expenses.

Prior to the Merger Date, the Company had the Unimin Term Loans outstanding with Silfin. During the years ended December 31, 2018, 2017, and 2016, the Company incurred $3,181, $9,300, and $10,700, respectively, of interest expense for the Unimin Term Loans. These costs are reflected in interest expense, net in the accompanying Consolidated Statements of Income. Upon closing of the Merger, the Unimin Term Loans were repaid with the proceeds of the Term Loan.

In the year ended December 31, 2018, the Company had purchases of $98 from an affiliated entity for freight, logistic services, and consulting services related to its operations in China.

Segment Reporting

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Segment Reporting

21.	Segment Reporting

The Company organizes its business into two reportable segments, Energy and Industrial. The Energy segment serves the oil and gas recovery industry, providing fracturing sand (“frac sand”) for pumping down oil and natural gas wells to prop open rock fissures and increase the flow rate of oil and natural gas from the wells. The Industrial segment consists of numerous products and materials used in a variety of applications including container glass, flat glass, fiberglass, construction, ceramics, fillers and extenders, paints and plastics, recreation products, and filtration products.

The reportable segments are consistent with how management views the markets served by the Company and the financial information reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance.

The chief operating decision maker primarily evaluates an operating segment’s performance based on segment gross profit, which does not include any selling, general, and administrative costs or corporate costs.

	Year Ended December 31,
	2018			2017		2016
Revenues
Energy	$	1,114,424		$	655,937	$	348,990
Industrial		728,513			639,175		625,690
Corporate & Other		-			-		8,016
Total revenues		1,842,937			1,295,112		982,696

Segment gross profit
Energy		258,996			181,715		37,950
Industrial		203,175			184,738		188,885
Corporate & Other		-			-		3,125
Total segment gross profit		462,171			366,453		229,960

Operating expenses excluded from segment gross profit
Selling, general, and administrative		145,593			99,087		83,845
Depreciation, depletion, and amortization		196,455			101,560		105,049
Goodwill and other asset impairments		267,034			-		9,634
Restructuring charges		21,954			-		2,700
Other operating expense, net		(5,024	)		3,102		4,275
Interest expense, net		60,322			14,653		23,999
Earnings of investee companies		-			-		-
Other non-operating expense, net		54,832			25,989		31,560
Income (loss) from continuing operations before benefit from income taxes	$	(278,995	)	$	122,062	$	(31,102	)

On May 31, 2018, Unimin transferred certain assets, which consisted of HPQ Co., representing its Electronics segment, to Sibelco. The disposition of the Electronics segment qualifies as discontinued operations and, therefore, the Electronics segment information has been excluded from the above table.

Asset information, including capital expenditures and depreciation, depletion, and amortization, by segment is not included in reports used by management in its monitoring of performance and, therefore, is not reported by segment.

In the years ended December 31, 2018, 2017, and 2016, one customer exceeded 10% of revenues. This customer accounted for 13% of revenues in each of the years ended December 31, 2018, 2017, and 2016. This customer is part of our Energy segment.

Restructuring Charges

12 Months Ended

Dec. 31, 2018

Restructuring And Related Activities [Abstract]

Restructuring Charges

22.	Restructuring Charges

In September 2018 and November 2018, we idled operations at six facilities serving the Energy segment in response to reduced customer demand. Our activities to idle the facilities have largely been completed at December 31, 2018, and all significant restructuring charges have been recorded. We did not allocate the restructuring costs to our Energy segment.

Additionally, in connection with the Merger, we initiated restructuring activities to achieve cost synergies from our combined operations. We did not allocate these Merger-related restructuring costs to either of our business segments.

The following table presents a summary of restructuring charges for the year ended December 31, 2018:

	Merger-related		Idled facilities		Total
Restructuring charges
Severance and relocation costs	$	15,286	$	2,487	$	17,773
Contract termination costs		992		3,189		4,181
Total restructuring charges	$	16,278	$	5,676	$	21,954

The following table presents our restructuring reserve activity during 2018:

	Merger-related			Idled facilities			Total
Restructuring charges in Accrued expenses
Balances at December 31, 2017	$	-		$	-		$	-
Charges		16,278			5,676			21,954
Cash payments		(700	)		(1,702	)		(2,402	)
Balances at December 31, 2018	$	15,578		$	3,974		$	19,552

No restructuring charges were incurred in 2017. During the year ended December 31, 2016, we incurred a charge of $2,700 related to employee severance and the closure of several sales offices and laboratories.

Geographic Information

12 Months Ended

Dec. 31, 2018

Text Block [Abstract]

Geographic Information

23.	Geographic Information

The following tables show total revenues and long-lived assets. Revenues are attributed to geographic regions based on the selling location. Long-lived assets are located in the respective geographic regions.

	Year Ended December 31,
	2018		2017		2016
Revenues
Domestic	$	1,632,722	$	1,059,938	$	761,901
International		210,215		235,174		220,795
Total revenues	$	1,842,937	$	1,295,112	$	982,696

	December 31, 2018		December 31, 2017		December 31, 2016
Long-lived assets
Domestic	$	2,659,254	$	1,008,569	$	1,205,426
International		175,107		127,535		106,142
Long-lived assets	$	2,834,361	$	1,136,104	$	1,311,568

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2018

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited)

24.	Quarterly Financial Data (Unaudited)

The following tables set forth our unaudited quarterly consolidated statements of operations for each of the last four quarters for the periods ended December 31, 2018 and 2017. This unaudited quarterly information has been prepared on the same basis as our annual audited financial statements and includes all adjustments, consisting only of normal recurring adjustments that are necessary to present fairly the financial information for the fiscal quarters presented.

	First Quarter		Second Quarter		Third Quarter			Fourth Quarter
2018:
Revenues	$	369,821	$	508,418	$	523,368		$	441,330
Cost of goods sold (excluding depreciation, depletion, and amortization)		260,319		355,311		405,602			359,534
Selling, general and administrative expenses		25,224		31,377		43,164			45,828
Depreciation, depletion and amortization expense		27,131		36,744		68,584			63,996
Goodwill and other asset impairments		-		12,300		265,343			(10,609	)
Restructuring charges		-		-		14,750			7,204
Other operating expense (income), net		-		644		(974	)		(4,694	)
Operating income (loss) from continuing operations		57,147		72,042		(273,101	)		(19,929	)
Interest expense, net		2,298		9,497		23,530			24,997
Other non-operating income		8,193		38,923		9,043			(1,327	)
Provision (benefit) for income taxes		9,870		6,454		(16,848	)		4,511
Net income (loss) from continuing operations		36,786		17,168		(288,826	)		(48,110	)
Net income (loss) from continuing operations attributable to the non-controlling interest		-		106		(32	)		29
Net income (loss) from continuing operations attributable to Covia Holdings Corporation		36,786		17,062		(288,794	)		(48,139	)
Income (loss) from discontinued operations, net of tax		8,757		3,830		-			-
Net income (loss) attributable to Covia Holdings Corporation		45,543		20,892		(288,794	)		(48,139	)

Continuing operations earnings (loss) per share, basic	$	0.31	$	0.14	$	(2.20	)	$	(0.37	)
Continuing operations earnings (loss) per share, diluted		0.31		0.14		(2.20	)		(0.37	)
Earnings (loss) per share, basic		0.38		0.17		(2.20	)		(0.37	)
Earnings per share, diluted	$	0.38	$	0.17	$	(2.20	)	$	(0.37	)
Weighted average number of shares outstanding, basic		119,645		123,460		131,154			131,182
Weighted average number of shares outstanding, diluted		119,645		124,166		131,154			131,182

	First Quarter		Second Quarter		Third Quarter			Fourth Quarter
2017:
Revenues	$	287,312	$	324,079	$	347,808		$	335,913
Cost of goods sold (excluding depreciation, depletion, and amortization)		218,271		231,145		244,694			234,549
Selling, general and administrative expenses		20,825		21,220		24,210			32,832
Depreciation, depletion and amortization expense		23,662		23,896		24,639			29,363
Other operating expense (income), net		1,022		813		(6	)		1,273
Operating income (loss) from continuing operations		23,532		47,005		54,271			37,896
Interest expense, net		2,280		5,250		5,104			2,019
Other non-operating income		3,075		-		1,374			21,540
Provision (benefit) for income taxes		4,804		11,566		20,090			(45,285	)
Net income (loss) from continuing operations		13,373		30,189		27,703			59,622
Net income (loss) from continuing operations attributable to the non-controlling interest		-		-		-			-
Net income (loss) from continuing operations attributable to Covia Holdings Corporation		13,373		30,189		27,703			59,622
Income (loss) from discontinued operations, net of tax		3,468		6,612		2,441			10,763
Net income (loss) attributable to Covia Holdings Corporation		16,841		36,801		30,144			70,385

Continuing operations earnings (loss) per share, basic	$	0.11	$	0.25	$	0.23		$	0.50
Continuing operations earnings (loss) per share, diluted		0.11		0.25		0.23			0.50
Earnings (loss) per share, basic		0.14		0.31		0.25			0.59
Earnings per share, diluted	$	0.14	$	0.31	$	0.25		$	0.59
Weighted average number of shares outstanding, basic		119,645		119,645		119,645			119,645
Weighted average number of shares outstanding, diluted		119,645		119,645		119,645			119,645

Subsequent Event

12 Months Ended

Dec. 31, 2018

Subsequent Events [Abstract]

Subsequent Event

25.	Subsequent Event

On March 19, 2019, we entered into an amendment (the “First Amendment”) to the credit agreement that governs the Revolver. The First Amendment amends the financial covenants of the Revolver to a Total Net Leverage ratio of no more than 6.60:1.00 for the fiscal quarters ending March 31, 2019 to December 31, 2019, 5.50:1.00 for the fiscal quarters ending March 31, 2020 to December 31, 2020, 4.50:1.00 for the fiscal quarters ending March 31, 2021 to December 31, 2021, and 4.00:1.00 for fiscal quarters ending March 31, 2022 and thereafter. Additionally, the financial covenants are subject to certain covenant reset triggers (“Covenant Reset Triggers”) where, upon the occurrence of any Covenant Reset Trigger, the maximum Total Net Leverage ratio will automatically revert to 3.50:1.00.

Schedule II - Valuation and Qualifying Accounts and Reserves

12 Months Ended

Dec. 31, 2018

Valuation And Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts and Reserves

Covia Holdings Corporation and Subsidiaries

Schedule II – Valuation and Qualifying Accounts and Reserves

Years Ended December 31, 2018, 2017, and 2016

(in thousands)

			Charged to Cost			Charged to
	Beginning Balance		and Expenses			Other Accounts			Deductions			Ending Balance
Allowance for Doubtful Accounts:
Year ended December 31, 2018	$	3,682	$	871		$	-		$	(65	)	$	4,488
Year ended December 31, 2017		2,645		806			2			229			3,682
Year ended December 31, 2016		7,184		(2,779	)		(473	)		(1,287	)		2,645

Valuation Allowance for Net Deferred Tax Assets:
Year ended December 31, 2018	$	29,206	$	13,353		$	9,640		$	-		$	52,199
Year ended December 31, 2017		36,877		(7,671	)		-			-			29,206
Year ended December 31, 2016		36,499		378			-			-			36,877

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

The Merger

On June 1, 2018 (the “Merger Date”), Unimin Corporation (“Unimin”) completed a business combination (the “Merger”) with Fairmount Santrol Holdings Inc. (“Fairmount Santrol”). Upon closing of the Merger, Fairmount Santrol merged into a wholly-owned subsidiary of Unimin and ceased to exist as a separate corporate entity. Immediately following the closing of the Merger, Unimin changed its name and began operating as Covia. Fairmount Santrol common stock was delisted from the New York Stock Exchange (“NYSE”) prior to the market opening on June 1, 2018 and Covia commenced trading under the ticker symbol “CVIA” on that date. Upon the consummation of the Merger, the former stockholders of Fairmount Santrol (including holders of certain Fairmount Santrol equity awards) received, in the aggregate, $170,000 in cash consideration and approximately 35% of the common stock of Covia. Approximately 65% of Covia common stock is owned by SCR-Sibelco NV (“Sibelco”), previously the parent company of Unimin. See Note 4 for further discussion of the Merger.

In connection with the Merger, the Company completed a debt refinancing transaction, with Barclays Bank PLC as administrative agent, by entering into a $1,650,000 senior secured term loan (“Term Loan”) and a $200,000 revolving credit facility (“Revolver”). The proceeds of the Term Loan were used to repay the indebtedness of Unimin and Fairmount Santrol and to pay the cash portion of the Merger consideration and expenses related to the Merger. See Note 11 for further discussion of the refinancing transaction and terms of such indebtedness.

As a condition to the Merger, Unimin contributed assets of its Electronics segment to Sibelco North America, Inc. (“HPQ Co.”), a newly-formed wholly owned subsidiary of Unimin, in exchange for all of the stock of HPQ Co. and the assumption by HPQ Co. of certain liabilities. Unimin distributed all of the stock of HPQ Co. to Sibelco in exchange for 170 shares (or 15,097 shares subsequent to the stock split, see Note 6) of Unimin common stock held by Sibelco. See Note 5 for a discussion of HPQ Co. which is presented as discontinued operations in these consolidated financial statements.

Costs and expenses incurred related to the Merger are recorded in Other non-operating expense, net in the accompanying Consolidated Statements of Income and include legal, accounting, valuation and financial advisory services, integration and other costs totaling $51,112 and $19,300 for the years ended December 31, 2018 and 2017, respectively.

Unimin was determined to be the acquirer in the Merger for accounting purposes, and the historical financial statements and the historical amounts included in the Notes to the Consolidated Financial Statements relate to Unimin. The Consolidated Balance Sheet at December 31, 2018 reflects Covia; however, the Consolidated Balance Sheet at December 31, 2017 reflects Unimin only. The presentation of information for periods prior to the Merger Date are not fully comparable to the presentation of information for periods presented after the Merger Date because the results of operations for Fairmount Santrol are not included in such information prior to the Merger Date.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with GAAP and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the Consolidated Balance Sheet as of December 31, 2018 and 2017, and the Consolidated Statements of Income (Loss), Comprehensive Income (Loss), Equity and Cash Flows for the years ended December 31, 2018, 2017 and 2016.

The accompanying consolidated financial statements comprise Covia Holdings Corporation and its wholly-owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

On June 1, 2018, Unimin effected an 89:1 stock split with respect to its shares of common stock (see Note 6). Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly different than previously reported due to rounding of fractional shares as a result of the stock split.

Use of Estimates

The preparation of financial statements in conformity with 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. The more significant areas requiring the use of management estimates and assumptions relate to: business combination purchase price allocation, and the useful life of definite-lived intangible assets; asset retirement obligations; estimates of allowance for doubtful accounts; estimates of fair value for reporting units and asset impairments (including impairments of goodwill and other long-lived assets); adjustments of inventories to net realizable value; post-employment, post-retirement and other employee benefit liabilities; valuation allowances for deferred tax assets; and reserves for contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the use of valuation experts. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

Reclassification

Reclassifications

Certain reclassifications of prior period presentations have been made to conform to the current period presentation.

Revenue Recognition

We derive our revenues by mining, manufacturing, and processing minerals that our customers purchase for various uses. Revenues are primarily derived from contracts with customers with terms typically ranging from one to eight years in length, and are measured by the amount of consideration we expect to receive in exchange for transferring our products. The consideration we expect to receive is based on the volumes and price of the product per ton as defined in the underlying contract. The price per ton is based on the market value for similar products plus costs associated with transportation and transloading, as applicable. Depending on the contract, this may also be net of discounts and rebates. The transaction price is not adjusted for the effects of a significant financing component, as the time period between transfer of control of the goods and expected payment is one year or less. Sales, value-added, and other similar taxes collected are excluded from revenue.

On January 1, 2018, we adopted ASU No. 2014-09 – Revenue from Contracts with Customers (Topic 606). The adoption did not require a cumulative adjustment to opening retained earnings and did not have a material impact on revenues for the year ended December 31, 2018. Revenues are recognized as each performance obligation within the contract is satisfied; this occurs with the transfer of control of our product in accordance with delivery methods as defined in the underlying contract. Transfer of control to customers generally occurs when products leave our facilities or at other predetermined control transfer points. We have elected to continue to account for shipping and handling activities that occur after control of the related good transfers, as a cost of fulfillment instead of a separate performance obligation. Transportation costs to move product from our production facilities to our distribution terminals are borne by us and capitalized into inventory. These costs are included in cost of goods sold as the products are sold. Our contracts may include one or multiple distinct performance obligations. Revenues are assigned to each performance obligation based on its relative standalone selling price, which is generally the contractually-stated price.

Our products may be sold with rebates, discounts, take-or-pay provisions, or other features which are accounted for as variable consideration. Rebates and discounts are not material and have not been separately disclosed. Contracts that contain take-or-pay provisions obligate customers to pay shortfall payments if the required volumes, as defined in the contracts, are not purchased. Shortfall payments are recognized as revenues when the likelihood of the customer purchasing the minimum volume becomes remote, subject to renegotiation of the contract and collectability. At December 31, 2018 and 2017, we had no revenues or accounts receivable related to shortfall payments.

We disaggregate revenues by major source consistent with our segment reporting. See Note 21 for further detail.

Cash and Cash Equivalents

Cash and cash equivalents are comprised of cash as well as liquid investments with original maturities of three months or less. Our cash and cash equivalents are held on deposit and are available to us on demand without restriction, prior notice, or penalty. At December 31, 2018, we had time deposits totaling $60,000 held with two U.S. banking institutions.

Accounts Receivable

Accounts receivable as presented in the consolidated balance sheets are related to our contracts and are recorded when the right to consideration becomes likely at the amount management expects to collect. Accounts receivable do not bear interest if paid when contractually due, and payments are generally due within thirty to forty-five days of invoicing. We typically do not record contract assets, as the transfer of control of our products results in an unconditional right to receive consideration.

Allowance for Doubtful Accounts

The collectability of all outstanding receivables is reviewed and evaluated by management. This review includes consideration for the risk profile of the receivables, customer credit quality and certain indicators such as the aging of past-due amounts and general economic conditions. If it is determined that a receivable balance will not likely be recovered, an allowance for such outstanding receivable balance is established.

Inventories

The cost of inventories is based on the weighted average principle, and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing inventories to their existing location and condition. In the case of finished goods and work-in-process, cost includes an appropriate share of production overhead.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling costs. Inventories are written down to net realizable value when the cost of the inventories exceeds that value.

Consumables and regularly-replaced spare parts are stated at cost, less any provision for obsolescence.

Property, Plant, and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation, depletion and impairment losses (if any). Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the assets to a working condition for their intended use, the present value of the costs of dismantling and removing the items and restoring the site on which they are located.

Where components of a large item have different useful lives, they are accounted for as separate items of property, plant and equipment.

Gains and losses on disposal of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized net within Other operating expense, net in the Consolidated Statements of Income (Loss).

Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the related assets from the date that they are installed and are ready for use, or with respect to internally constructed assets, from the date that the asset is completed and ready for use. The estimated service lives of property, plant and equipment are principally as follows:

Land and improvements		15-40 years
Mineral rights properties		10-20 years
Machinery and equipment		2-30 years
Buildings and improvements		10-40 years
Railroad equipment		10-25 years
Furniture, fixtures, and other		3-10 years

Mine exploration and mine development costs include expenditures to determine the existence and quality of a mineral body, drilling, gaining access to and preparing locations for drilling, clearing ground, drainage and building ramps and access ways. Mine exploration and mine development costs are expensed if data shows no probable and proven reserves. We begin capitalizing mine exploration and mine development costs at the point when proven and probable reserves are established and cease capitalization of these costs when the production of the mine commences. Mine exploration and mine development costs are amortized over the shorter of 10 years or the life of the mine using the units-of-production method.

Stripping costs are costs of removing overburden and waste materials to gain access to mineral reserves. Prior to the production phase of the mine, stripping costs are capitalized. The production phase of a mine is deemed to begin when saleable materials, beyond a de minimum amount, are produced. Stripping costs incurred during the production phase are variable production costs included in the costs of inventory, to be recognized in cost of sales in the same period as the sale of inventory. The determination of the production phase becomes complex when second and subsequent pits at multiple pit-mines are developed. The stripping costs of second and subsequent pits are expensed if they are determined to be part of the integrated operations of the first pit which is in the production phase. The stripping costs of second and subsequent pits in a mine are capitalized if the pits are not integrated operations and are separate and distinct areas within the mine. Capitalized stripping costs are amortized on a units of production method.

Assets under construction are stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on assets under construction until such time as the relevant assets are completed and put into use.

We capitalize interest costs 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 $8,640 in 2018. Historically, we funded all construction of property, plant, and equipment through cash on hand and no interest was capitalized as part of projects.

Depreciation and depletion expense was $171,750, $98,802, and $102,515 in the years ended December 31, 2018, 2017, and 2016, respectively.

Deferred Financing Costs

Deferred financing costs are amortized over the terms of the related debt obligations. Deferred financing costs associated with terms loans are included in long-term debt and deferred financing costs associated with the revolving credit facility are included in other assets.

At December 31, 2017, we did not have deferred financing costs. The following table presents deferred financing costs as of December 31, 2018:

	December 31, 2018
Deferred financing costs	$	40,151
Accumulated amortization		(3,489	)
Deferred financing costs, net	$	36,662

Goodwill

Goodwill is tested annually for impairment at the reporting unit level, and is tested for impairment more frequently if events and circumstances indicate that the reporting unit might be impaired. In testing goodwill for impairment, we perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. When performing a qualitative assessment, we evaluate qualitative factors such as economic performance, industry conditions, and other factors. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, then a quantitative assessment is performed to determine the reporting unit’s fair value. If the reporting unit’s carrying value exceeds its fair value, then an impairment loss is recognized for the amount of the excess of the carrying amount over the reporting unit’s fair value.

The evaluation of goodwill for possible impairment includes estimating fair value using one or a combination of valuation techniques, such as discounted cash flows or comparable companies’ earnings multiples or transactions. These valuations require us 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 we believe our assumptions and estimates are reasonable, deviations from the assumptions and estimates could produce a materially different result. Refer to Note 10 for additional information.

Impairment of Long-Lived Assets and Definite-Lived Intangible Assets

We periodically evaluate whether current events or circumstances indicate that the carrying value of our long-lived assets, including property, plant and equipment, mineral reserves or mineral rights and definite-lived intangible assets may not be recoverable. If such circumstances are determined to exist, an estimate of future cash flows produced by the asset group or individual assets within the asset group is compared to the carrying value to determine whether an impairment exists. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. A detailed determination of the fair value may be carried forward from one year to the next if certain criteria have been met. We report an asset to be disposed of at the lower of its carrying value or its estimated net realizable value.

Factors we generally consider important in our evaluation and that could trigger an impairment review of the carrying value of the asset group or individual assets within the asset group include expected operating trends, significant changes in the way assets are used, underutilization of our tangible assets, discontinuance of certain products by us or by our customers, and significant negative industry or economic trends.

The recoverability of the carrying value of our development stage mineral properties is dependent upon the successful development, start-up and commercial production of our mineral deposits and related processing facilities. Our evaluation of mineral properties for potential impairment primarily includes assessing the existence or availability of required permits and evaluating changes in our mineral reserves, or the underlying estimates and assumptions, including estimated production costs. Assessing the economic feasibility requires certain estimates, including the prices of products to be produced and processing recovery rates, as well as operating and capital costs.

The evaluation of such assets for possible impairment includes a qualitative assessment of macroeconomic conditions, industry and market environments, overall performance of the reporting segment and specific events. If the qualitative assessment indicates the asset may be impaired, then a quantitative assessment is performed which requires 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 us 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. Deviations from these assumptions and estimates could produce a materially different result.

Earnings per Share

Basic and diluted earnings per share is presented for net income (loss) attributable to us. Basic earnings per share is computed by dividing income (loss) available to our 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 shares of common stock to include the additional shares of common stock that would be outstanding after exercise of outstanding stock options and restricted stock units calculated using the treasury stock method. Potential shares of common stock in the diluted earnings per share calculation are excluded to the extent that they would be anti-dilutive.

Prior to the Merger, we had no stock options, warrants, convertible securities, or other potentially dilutive financial instruments and, therefore, there is no difference in the number basic weighted average shares outstanding and diluted weighted average shares outstanding.

Derivatives and Hedging Activities

Due to our variable-rate indebtedness, we are exposed to fluctuations in interest rates. We enter into interest rate swap agreements as a means to partially hedge our variable interest rate risk. The derivative instruments are reported at fair value in other non-current assets and other long-term liabilities. Changes in the fair value of derivatives are recorded each period in accumulated other comprehensive loss. For derivatives not designated as hedges, the gain or loss is recognized in current earnings. No components of our hedging instruments were excluded from the assessment of hedge effectiveness.

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional value. The gain or loss on the interest rate swap is recorded in accumulated other comprehensive loss and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. See Note 13 for further information.

Foreign Currency Translation

The financial statements of subsidiaries with a functional currency other than the reporting currency are translated into U.S. dollars using month-end exchange rates for assets and liabilities and average monthly exchange rates for income and expenses. Any translation adjustments are recorded in accumulated other comprehensive loss within stockholders’ equity. Foreign currency exchange gains or losses that arise from currency exchange rate changes on transactions denominated in currencies other than the functional currency are recorded in the Consolidated Statements of Income (Loss), as applicable.

Concentration of Labor

Approximately 34% of our labor force is covered under union agreements in the U.S., Canada and Mexico. These agreements are renegotiated when their terms expire. There are three agreements that are due to be renegotiated in 2019 for the U.S. and Canada, which represents approximately 16% of the U.S. and Canada agreements. There are nine agreements in Mexico that are renegotiated annually.

Concentration of Credit Risk

At December 31, 2018, we had two customers whose accounts receivable balances exceeded 10% of total receivables. These two customers each comprised approximately 10% of our accounts receivable balance at December 31, 2018. At December 31, 2017, we had one customer whose accounts receivable balance approximated 13% of our accounts receivable balance.

Income Taxes

Deferred taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. This approach requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based upon the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the expenses are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

We recognize a tax benefit associated with an uncertain tax position when, in our judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, we initially and subsequently measure the tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management.

We evaluate quarterly the realizability of our deferred tax assets by assessing the need for a valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are our forecast of future taxable income in the appropriate jurisdiction to utilize the asset, and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income might affect the ultimate realization of the net deferred tax assets. Factors that may affect our ability to achieve sufficient forecasted taxable income include, but are not limited to, the following: a decline in sales or margins, increased competition or loss of market share.

In addition, we operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. These audits can involve complex issues, which may require an extended time to resolve. We believe that adequate provisions for income taxes have been made for all years.

Typically, the largest permanent item in computing both our effective rate and taxable income is the deduction for statutory depletion. The depletion deduction is dependent upon a mine-by-mine computation of both gross income from mining and taxable income.

The Tax Act subjects us to current tax on our GILTI. To the extent that tax expense is incurred under the GILTI provisions, it will be treated as a component of income tax expense in the period incurred.

Asset Retirement Obligation

We estimate the future cost of dismantling, restoring, and reclaiming operating excavation sites and related facilities in accordance with federal, state, and local regulatory requirements. We record the initial estimated present value of these costs as an asset retirement obligation and increase the carrying amount of the related asset by a corresponding amount. The related asset is classified as property, plant, and equipment and amortized over its useful life. We adjust the related asset and liability for changes resulting from the passage of time and revisions to either the timing or amount of the original present value estimate. Cost estimates are escalated for inflation and market risk premium, then discounted at the credit adjusted risk free rate. 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 in the period the obligation is settled. As of December 31, 2018 and 2017, we had asset retirement obligations of $31,199 and $12,472, respectively. We recognized accretion expense of $2,543, $1,369, and $915 in the years ended December 31, 2018, 2017, and 2016, respectively. These amounts are included in Other operating expense, net in the Consolidated Statements of Income (Loss). Other than those asset retirement obligations that were assumed and recorded in connection with the Merger and accretion expense, there were no changes in the liability during these periods.

Research and Development (R&D)

Research and Development (“R&D”)

Our R&D expenses consist of personnel and other direct and indirect costs for internally-funded project development. Total expenses for R&D for the year ended December 31, 2018 were $2,210 and are recorded in selling, general and administrative expenses in the Consolidated Statements of Income (Loss). Total R&D expenses represented 0.1% of revenues in 2018. R&D expenses in 2017 and 2016 were not material.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is a separate line within the Consolidated Statements of Equity that reports the Company’s cumulative income (loss) that has not been reported as part of net income (loss). Items that are included in this line are the income (loss) from foreign currency translation, actuarial gains (losses) and prior service cost related to pension and other post-employment liabilities and unrealized gains on interest rate hedges. The components of accumulated other comprehensive loss attributable to Covia Holdings Corporation at December 31, 2018 and 2017 were as follows:

	December 31, 2018
	Gross			Tax Effect		Net Amount
Foreign currency translation adjustments	$	(53,389	)	$	-	$	(53,389	)
Amounts related to employee benefit obligations		(52,496	)		14,574		(37,922	)
Unrealized gain (loss) on interest rate hedges		(5,083	)		1,169		(3,914	)
	$	(110,968	)	$	15,743	$	(95,225	)

	December 31, 2017
	Gross			Tax Effect		Net Amount
Foreign currency translation adjustments	$	(54,571	)	$	-	$	(54,571	)
Amounts related to employee benefit obligations		(100,817	)		27,160		(73,657	)
	$	(155,388	)	$	27,160	$	(128,228	)

The following table presents the changes in accumulated other comprehensive loss by component for the year ended December 31, 2018:

	Year Ended December 31, 2018
	Foreign			Amounts related			Unrealized
	currency			to employee			gain (loss)
	translation			benefit			on interest
	adjustments			obligations			rate hedges			Total
Beginning balance	$	(54,571	)	$	(73,657	)	$	-		$	(128,228	)
Other comprehensive income
before reclassifications		1,182			31,829			(4,714	)		28,297
Amounts reclassified from
accumulated other comprehensive loss		-			3,906			800			4,706
Ending balance	$	(53,389	)	$	(37,922	)	$	(3,914	)	$	(95,225	)

	Year Ended December 31, 2017
	Foreign			Amounts related
	currency			to employee
	translation			benefit
	adjustments			obligations			Total
Beginning balance	$	(57,177	)	$	(61,322	)	$	(118,499	)
Other comprehensive income
before reclassifications		2,606			(7,823	)		(5,217	)
Amounts reclassified from accumulated
other comprehensive loss		-			(4,512	)		(4,512	)
Ending balance	$	(54,571	)	$	(73,657	)	$	(128,228	)

In connection with the adoption of ASU 2018-02, we have included $10,455 in amounts reclassified from accumulated other comprehensive loss for the reclassification of stranded tax effects resulting from the Tax Act. This amount has been reclassified from accumulated other comprehensive loss to retained earnings within Shareholders’ Equity.

The following table presents the reclassifications out of accumulated other comprehensive loss during the years ended December 31, 2018, 2017, and 2016:

	Amount reclassified
	from accumulated
Year Ended December 31, 2018	other comprehensive			Affected line item on
Details about accumulated other comprehensive loss	loss			the statement of income (loss)
Change in fair value of derivative swap agreements
Interest rate hedging contracts	$	1,040		Interest expense, net
Tax effect		(240	)	Provision for income taxes
	$	800		Net of tax
Amortization of employee benefit obligations
Prior service costs	$	1,675		Other non-operating expense, net
Actuarial losses		3,606		Other non-operating expense, net
Tax effect		(1,375	)	Provision for income taxes
		3,906		Net of tax
Total reclassifications for the period	$	4,706		Net of tax

	Amount reclassified
	from accumulated
Year Ended December 31, 2017	other comprehensive			Affected line item on
Details about accumulated other comprehensive loss	loss			the statement of income (loss)
Amortization of employee benefit obligations
Prior service cost	$	552		Other non-operating expense, net
Actuarial losses		5,745		Other non-operating expense, net
Tax effect		(354	)	Provision for income taxes
Total reclassifications for the period	$	5,943		Net of tax

	Amount reclassified
	from accumulated
Year Ended December 31, 2016	other comprehensive			Affected line item on
Details about accumulated other comprehensive loss	loss			the statement of income (loss)
Amortization of employee benefit obligations
Prior service cost	$	541		Other non-operating expense, net
Actuarial losses		18,577		Other non-operating expense, net
Tax effect		(7,347	)	Provision for income taxes
Total reclassifications for the period	$	11,771		Net of tax

Recent Accounting Pronouncements

3.	Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 – Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in Topic 605 – Revenue Recognition and clarifies the principles for recognizing revenue and creates common revenue recognition guidance between GAAP and International Financial Reporting Standards. Revenues are recognized when customers obtain control of promised goods or services and at an amount that reflects the consideration expected to be received in exchange for such goods or services. In addition, ASU 2014-09 requires disclosure of the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers.

On January 1, 2018, the Company adopted ASU 2014-09 for all contracts which were not completed as of January 1, 2018 using the modified retrospective transition method. The adoption did not require a cumulative adjustment to opening retained earnings and did not have a material impact on revenues for the year ended December 31, 2018.

In March 2016, the FASB issued ASU No. 2016-09 – Compensation – Stock Compensation (Topic 718) (“ASU 2016-09”), which simplifies the accounting treatment for excess tax benefits and deficiencies, forfeitures, and cash flow considerations related to share-based payment transactions. ASU 2016-09 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 excess tax benefits-related cash flows to be reported as operating activities in the statement of cash flows. Regarding withholding requirements, ASU 2016-09 allows entities to withhold an amount up to the employees’ maximum individual tax rates without classifying the award as a liability. Such withholdings are to be recorded as financing activities in the statement of cash flows. ASU 2016-09 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. On January 1, 2018, the Company adopted ASU 2016-09, and elected to recognize forfeitures when they occur. The adoption did not have a material impact on the Company’s consolidated financial statements and disclosures.

In October 2016, the FASB issued ASU No. 2016-16 – Income Taxes (Topic 740) – Intra-Entity Transfers of Assets other than Inventory (“ASU 2016-16”). ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of assets other than inventory when the transfer occurs. ASU 2016-16 also eliminates the exception for an intra-entity transfer of an asset other than inventory. On January 1, 2018, the Company adopted ASU 2016-16 using the modified retrospective transition method. The adoption did not require a cumulative adjustment to opening retained earnings and did not have a material impact on the consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07 – Compensation – Retirement Benefits (Topic 715) – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). ASU 2017-07 requires that an employer report the service cost component in the same line item in the income statement as other compensation costs arising from services rendered by the pertinent employees during the period as well as appropriately described relevant line items. ASU 2017-07 also disallows capitalization of the other components of net periodic benefit costs and requires those costs to be presented in the income statement separately from the service cost component and outside of a subtotal of income from operations. ASU 2017-07 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted. Companies are required to retrospectively apply the requirement for a separate presentation in the income statement of service costs and other components of net benefit cost and prospectively adopt the requirement to limit the capitalization of benefit costs to the service component. Application of a practical expedient is allowed permitting an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. The Company adopted ASU 2017-07 as of January 1, 2018 and utilized the practical expedient to estimate the impact on the prior comparative period information presented in the interim and annual financial statements. Previously, the Company capitalized all net periodic benefit costs incurred for plant personnel in inventory and recorded the majority of net periodic benefit costs incurred by corporate personnel and retirees into selling, general, and administrative expenses. After the adoption, the Company records all components of net periodic benefit costs, aside from service costs, as a component of Other non-operating expense, net in the Consolidated Statements of Income.

The following is a reconciliation of the effect of the reclassification of the net benefit cost in the Company’s Consolidated Statements of Income for the years ended December 31, 2017 and 2016:

	Year Ended December 31, 2017
	As Reported		Adjustments			As Revised
Cost of goods sold (excluding depreciation, depletion,
and amortization shown separately)	$	932,983	$	(4,324	)	$	928,659
Selling, general and administrative expenses		101,452		(2,365	)		99,087
Other non-operating expense, net	$	19,300	$	6,689		$	25,989

	Year Ended December 31, 2016
	As Reported		Adjustments			As Revised
Cost of goods sold (excluding depreciation, depletion,
and amortization shown separately)	$	754,465	$	(1,729	)	$	752,736
Selling, general and administrative expenses		100,921		(17,076	)		83,845
Other non-operating expense, net		15,623		19,659			35,282
Other operating expense	$	5,129	$	(854	)	$	4,275