Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 12, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CVIA | |
Entity Registrant Name | COVIA HOLDINGS CORPORATION | |
Entity Central Index Key | 1,722,287 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock Shares Outstanding | 131,186,462 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 523,368 | $ 347,808 | $ 1,401,607 | $ 959,199 |
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) | 405,602 | 244,694 | 1,021,232 | 694,110 |
Operating expenses | ||||
Selling, general and administrative expenses | 43,164 | 24,210 | 99,765 | 66,255 |
Depreciation, depletion and amortization expense | 68,584 | 24,639 | 132,459 | 72,197 |
Goodwill and other asset impairments | 265,343 | 277,643 | ||
Restructuring charges | 14,750 | 14,750 | ||
Other operating expense (income), net | (974) | (6) | (330) | 1,830 |
Operating income (loss) from continuing operations | (273,101) | 54,271 | (143,912) | 124,807 |
Interest expense, net | 23,530 | 5,104 | 35,325 | 12,634 |
Other non-operating expense, net | 9,043 | 1,374 | 56,159 | 4,449 |
Income (loss) from continuing operations before provision (benefit) for income taxes | (305,674) | 47,793 | (235,396) | 107,724 |
Provision (benefit) for income taxes | (16,848) | 20,090 | (524) | 36,460 |
Net income (loss) from continuing operations | (288,826) | 27,703 | (234,872) | 71,264 |
Less: Net income (loss) from continuing operations attributable to the non-controlling interest | (32) | 74 | ||
Net income (loss) from continuing operations attributable to Covia Holdings Corporation | (288,794) | 27,703 | (234,946) | 71,264 |
Income from discontinued operations, net of tax | 2,441 | 12,587 | 12,521 | |
Net income (loss) attributable to Covia Holdings Corporation | $ (288,794) | $ 30,144 | $ (222,359) | $ 83,785 |
Continuing operations earnings (loss) per share | ||||
Basic | $ (2.20) | $ 0.23 | $ (1.90) | $ 0.60 |
Diluted | (2.20) | 0.23 | (1.90) | 0.60 |
Earnings (loss) per share | ||||
Basic | (2.20) | 0.25 | (1.80) | 0.70 |
Diluted | $ (2.20) | $ 0.25 | $ (1.80) | $ 0.70 |
Weighted average number of shares outstanding | ||||
Basic | 131,154 | 119,645 | 123,604 | 119,645 |
Diluted | 131,154 | 119,645 | 123,604 | 119,645 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) from continuing operations | $ (288,826) | $ 27,703 | $ (234,872) | $ 71,264 |
Income from discontinued operations, net of tax | 2,441 | 12,587 | 12,521 | |
Net income (loss) before other comprehensive income (loss) | (288,826) | 30,144 | (222,285) | 83,785 |
Other comprehensive income (loss), before tax | ||||
Foreign currency translation adjustments | 5,195 | (863) | 5,529 | 13,436 |
Employee benefit obligations | 2,958 | 1,333 | 11,279 | 4,320 |
Amortization and change in fair value of derivative instruments | 1,180 | 1,180 | ||
Total other comprehensive income, before tax | 9,333 | 470 | 17,988 | 17,756 |
Provision for income taxes related to items of other comprehensive income | 950 | 400 | 3,093 | 1,296 |
Comprehensive income (loss), net of tax | (280,443) | 30,214 | (207,390) | 100,245 |
Comprehensive income (loss) attributable to the non-controlling interest | (32) | 74 | ||
Comprehensive income (loss) attributable to Covia Holdings Corporation | $ (280,411) | $ 30,214 | $ (207,464) | $ 100,245 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 155,407 | $ 308,059 |
Accounts receivable, net of allowance for doubtful accounts of $5,031 and $3,682 at September 30, 2018 and December 31, 2017, respectively | 320,299 | 219,719 |
Inventories, net | 167,731 | 79,959 |
Other receivables | 31,373 | 27,963 |
Prepaid expenses and other current assets | 23,988 | 16,322 |
Current assets of discontinued operations | 66,906 | |
Total current assets | 698,798 | 718,928 |
Property, plant and equipment, net | 2,772,264 | 1,136,104 |
Deferred tax assets, net | 12,170 | 7,441 |
Goodwill | 135,763 | 53,512 |
Intangibles, net | 159,512 | 25,596 |
Other non-current assets | 25,733 | 2,416 |
Non-current assets of discontinued operations | 96,101 | |
Total assets | 3,804,240 | 2,040,098 |
Current liabilities | ||
Current portion of long-term debt | 20,126 | 50,045 |
Accounts payable | 133,937 | 101,983 |
Accrued expenses | 104,147 | 88,208 |
Current liabilities of discontinued operations | 10,027 | |
Total current liabilities | 258,210 | 250,263 |
Long-term debt | 1,612,412 | 366,967 |
Employee benefit obligations | 97,136 | 97,798 |
Deferred tax liabilities, net | 252,240 | 62,614 |
Other non-current liabilities | 98,841 | 29,057 |
Non-current liabilities of discontinued operations | 8,084 | |
Total liabilities | 2,318,839 | 814,783 |
Commitments and contingent liabilities (Note 16) | ||
Equity | ||
Preferred stock: $0.01 par value, 15,000 authorized shares at September 30, 2018 Shares outstanding: 0 at September 30, 2018 and December 31, 2017 | ||
Common stock: $0.01 par value, 750,000 and 178,000 authorized shares at September 30, 2018 and December 31, 2017, respectively Shares issued: 158,195 at September 30, 2018 and December 31, 2017 Shares outstanding: 131,171 and 119,645 at September 30, 2018 and December 31, 2017, respectively | 1,777 | 1,777 |
Additional paid-in capital | 385,513 | 43,941 |
Retained earnings | 1,696,098 | 1,918,457 |
Accumulated other comprehensive loss | (113,333) | (128,228) |
Total equity attributable to Covia Holdings Corporation before treasury stock | 1,970,055 | 1,835,947 |
Less: Treasury stock at cost Shares in treasury: 27,024 and 38,550 at September 30, 2018 and December 31, 2017, respectively | (485,181) | (610,632) |
Total equity attributable to Covia Holdings Corporation | 1,484,874 | 1,225,315 |
Non-controlling interest | 527 | |
Total equity | 1,485,401 | 1,225,315 |
Total liabilities and equity | $ 3,804,240 | $ 2,040,098 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 5,031 | $ 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 | 131,171,000 | 119,645,000 |
Shares in treasury | 27,024,000 | 38,550,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Unaudited) - 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, 2016 | $ 1,070,418 | $ 1,777 | $ 43,941 | $ 1,753,831 | $ (118,499) | $ (610,632) | $ 1,070,418 | |
Beginning balances, shares at Dec. 31, 2016 | 119,645 | 38,550 | ||||||
Net income (loss) | 83,785 | 83,785 | 83,785 | |||||
Other comprehensive income | 16,460 | 16,460 | 16,460 | |||||
Ending balances at Sep. 30, 2017 | 1,170,663 | $ 1,777 | 43,941 | 1,837,616 | (102,039) | $ (610,632) | 1,170,663 | |
Ending balances, shares at Sep. 30, 2017 | 119,645 | 38,550 | ||||||
Beginning balances at Dec. 31, 2017 | 1,225,315 | $ 1,777 | 43,941 | 1,918,457 | (128,228) | $ (610,632) | 1,225,315 | |
Beginning balances, shares at Dec. 31, 2017 | 119,645 | 38,550 | ||||||
Net income (loss) | (222,285) | (222,359) | (222,359) | $ 74 | ||||
Other comprehensive income | 14,895 | 14,895 | 14,895 | |||||
Distribution of HPQ Co. to Sibelco | (162,109) | $ (162,109) | (162,109) | |||||
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 | 1 | (910) | $ 911 | 1 | ||||
Share-based awards exercised or distributed, shares | 107 | (107) | ||||||
Stock compensation expense | 5,847 | 5,847 | 5,847 | |||||
Transactions with non-controlling interest | 453 | 453 | ||||||
Ending balances at Sep. 30, 2018 | $ 1,485,401 | $ 1,777 | $ 385,513 | $ 1,696,098 | $ (113,333) | $ (485,181) | $ 1,484,874 | $ 527 |
Ending balances, shares at Sep. 30, 2018 | 131,171 | 27,024 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Net income (loss) attributable to Covia Holdings Corporation | $ (222,359) | $ 83,785 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion, and amortization | 138,460 | 81,019 |
Prepayment penalties on Senior Notes | 2,213 | |
Goodwill and other asset impairments | 277,643 | |
Restructuring charges, net of cash paid | 14,327 | |
Inventory write-downs | 6,744 | |
Gain on disposal of fixed assets | (90) | |
Change in fair value of interest rate swaps, net | (2,658) | |
Deferred income tax provision (benefit) | (9,234) | 6,172 |
Stock compensation expense | 5,847 | |
Net income from non-controlling interest | 74 | |
Other, net | (3,226) | 188 |
Change in operating assets and liabilities, net of business combination effect: | ||
Accounts receivable | 53,533 | (57,193) |
Inventories | 10,511 | 9,333 |
Prepaid expenses and other assets | (806) | 790 |
Accounts payable | (32,628) | (1,037) |
Accrued expenses | (48,091) | 3,438 |
Net cash provided by operating activities | 190,260 | 126,495 |
Cash flows from investing activities | ||
Proceeds from sale of fixed assets | 862 | 413 |
Capital expenditures | (188,424) | (51,107) |
Cash of HPQ Co. distributed | (31,000) | |
Payments to Fairmount Santrol Holdings Inc. shareholders, net of cash acquired | (64,697) | |
Other investing activities | 33 | |
Net cash used in investing activities | (283,259) | (50,661) |
Cash flows from financing activities | ||
Proceeds from borrowings on Term Loan | 1,650,000 | 49,815 |
Payments on Term Loan | (4,125) | |
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 | (35,574) | |
Fees for Revolver | (4,500) | |
Cash Redemption payment | (520,377) | |
Proceeds from share-based awards exercised or distributed | 1 | |
Tax payments for withholdings on share-based awards exercised or distributed | (289) | |
Dividends paid | (50,000) | |
Net cash used in financing activities | (61,864) | (406) |
Effect of foreign currency exchange rate changes | 2,211 | 872 |
Increase (decrease) in cash and cash equivalents | (152,652) | 76,300 |
Cash and cash equivalents: | ||
Beginning of period | 308,059 | 183,361 |
End of period | 155,407 | 259,661 |
Supplemental disclosure of cash flow information: | ||
Interest paid, net of capitalized interest | (41,590) | (11,890) |
Income taxes paid | (10,790) | (22,768) |
Non-cash investing activities: | ||
Decrease in accounts payable for additions to property, plant, and equipment | (22,075) | (3,063) |
Unimin [Member] | ||
Cash flows from financing activities | ||
Prepayment on term loans | (314,642) | $ (221) |
Fairmount Santrol Holdings Inc [Member] | ||
Cash flows from financing activities | ||
Prepayment on term loans | $ (695,625) |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Business and Summary of Significant Accounting Policies | 1. Business and Summary of Significant Accounting Policies Nature of Operations Covia Holdings Corporation, including its consolidated subsidiaries (collectively, the “Company” or “Covia”) is a leading provider of minerals and material solutions for the Industrial and Energy markets. The Company’s Industrial segment provides diversified mineral solutions to the glass, ceramics, coatings, polymers, construction, water filtration, sports and recreation markets. The Company offers its Energy customers a selection of proppant solutions, additives, and coated products to enhance well productivity and to address both surface and down-hole challenges in all well environments. Covia offers a broad array of high-quality products, including high-purity silica sand, nepheline syenite, feldspar, clay, kaolin, lime, resin systems and coated materials, delivered through its comprehensive distribution network. Merger of Unimin Corporation and Fairmount Santrol Holdings Inc. On June 1, 2018 (the “Merger Date”), Unimin Corporation (“Unimin”) completed its previously announced transaction (the “Merger”) with Fairmount Santrol Holdings Inc. (“Fairmount Santrol”). Upon closing of the Merger, Fairmount Santrol was merged into a wholly-owned subsidiary of Unimin and ceased to exist as a separate corporate entity. 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” as of that date. Fairmount Santrol stockholders in the aggregate (including holders of certain Fairmount Santrol equity awards) received $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 2 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 fund the cash consideration and expenses related to the Merger. See Note 7 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 100% of the stock of 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. See Note 3 for a discussion of HPQ Co. which is presented as discontinued operations in these condensed consolidated financial statements. Costs and expenses incurred related to the Merger are recorded in Other non-operating expense, net in the accompanying Condensed Consolidated Statements of Income and include legal, accounting, valuation and financial advisory services, integration and other costs totaling $5,600 and $49,823 for the three and nine months ended September 30, 2018, respectively. As of September 30, 2018, accrued Merger related costs and expenses of $4,816 are included in Accrued expenses in the accompanying Condensed Consolidated Balance Sheet. The Company did not incur Merger-related expenses in the three and nine months ended September 30, 2017. Unimin was determined to be the acquirer for accounting purposes, and the historical financial statements and the historical amounts included in the notes to the financial statements relate to Unimin. The Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2018 include the results of Fairmount Santrol from the Merger Date. The Condensed Consolidated Balance Sheet at September 30, 2018 reflects Covia; however, the Condensed 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. Reclassifications Certain reclassifications of prior period presentations have been made to conform to the current period presentation. Basis of Presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal, recurring nature) and disclosures necessary for a fair statement of the financial position, results of operations, comprehensive income, and cash flows of the reported interim periods. The Condensed Consolidated Balance Sheet as of December 31, 2017 was derived from audited financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for the full year or any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto as and for each of the three years in the period ended December 31, 2017, which are included in Unimin’s Amendment No. 2 to Form S-4 Registration Statement as filed with the Securities and Exchange Commission (“SEC”) on April 23, 2018 (the “Form S-4”), and information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). On June 1, 2018, the Company effected an 89:1 stock split with respect to its shares of common stock. 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. The Company based its 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. 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. The Company’s cash and cash equivalents are held on deposit and are available to the Company on demand without restriction, prior notice, or penalty. Revenue Recognition The Company derives its revenues by mining, manufacturing, and processing minerals that its customers purchase for various uses. Revenues are measured by the amount of consideration the Company expects to receive in exchange for transferring its product. The consideration the Company expects 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, the Company adopted ASU No. 2014-09 – Revenue from Contracts with Customers (Topic 606) The Company’s 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 September 30, 2018 and December 31, 2017, the Company had no accounts receivable related to shortfall payments. The Company disaggregates revenues by major source consistent with its segment reporting. See Note 18 for further detail. Accounts Receivable Accounts receivable as presented in the consolidated balance sheets are related to the Company’s 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. The Company typically does not record contract assets, as the transfer of control of its 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. Concentration of Credit Risk At September 30, 2018, the Company had two customers whose accounts receivable balances exceeded 10% of total accounts receivable. Approximately 13% and 10% of the accounts receivable balance at September 30, 2018 was from these two customers, respectively. At December 31, 2017, the Company had one customer whose accounts receivable balance exceeded 10% of total accounts receivable. Approximately 13% of the Company’s accounts receivable balance at December 31, 2017 was from this customer. Asset Retirement Obligation The Company estimates the future cost of dismantling, restoring, and reclaiming operating excavation sites and related facilities in accordance with federal, state, and local regulatory requirements. The Company records the initial estimated present value of these costs as an asset retirement obligation and increases 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. The Company adjusts 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, 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 September 30, 2018 and December 31, 2017, the Company had asset retirement obligations of $28,992 and $12,472, respectively. The Company recognized accretion expense of $789 and $1,055 in the three months ended September 30, 2018 and 2017, respectively, and $1,808 and $1,431 in the nine months ended September 30, 2018 and 2017, respectively. These amounts are included in Other operating expense (income), net in the Condensed Consolidated Statements of Income. 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 interim periods. The Company is still evaluating the fair value of the asset retirement obligation assumed in the Merger. 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) Topic 605 – Revenue Recognition 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 nine months ended September 30, 2018. In March 2016, the FASB issued ASU No. 2016-09 – Compensation – Stock Compensation (Topic 718) In October 2016, the FASB issued ASU No. 2016-16 – Income Taxes (Topic 740) – Intra-Entity Transfers of Assets other than Inventory 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 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 As Reported Adjustments As Revised As Reported Adjustments As Revised Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) $ 245,779 $ (1,085 ) $ 244,694 $ 697,366 $ (3,256 ) $ 694,110 Selling, general and administrative expenses 24,813 (603 ) 24,210 68,063 (1,808 ) 66,255 Other non-operating expense, net $ 3,416 $ 1,688 $ 5,104 $ 7,570 $ 5,064 $ 12,634 In August 2017, the FASB issued ASU No. 2017-12 – Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 – Leases (Topic 842) Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13 – Financial Instruments – Credit Losses (Topic 326) 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 . In June 2018, the FASB issued ASU No. 2018-07 – Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU No. 2018-09 – Codification Improvements 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 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 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 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 In November 2018, the FASB issued ASU No. 2018-18 – Collaborative Arrangements (Topic 808) — Clarifying the Interaction between Topic 808 and Topic 606 |
Merger and Preliminary Purchase
Merger and Preliminary Purchase Price Accounting | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Merger and Preliminary Purchase Price Accounting | 2. Merger and Preliminary Purchase Price 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 consideration for the Merger was funded through borrowings on a senior-secured term loan, as well as cash on Unimin’s balance sheet. See Note 7 for additional information. Fairmount Santrol operating results are included in the consolidated financial statements since the Merger Date. The Merger qualifies as a business combination and is accounted for using the acquisition method of accounting. In accordance with the acquisition method of accounting, the allocation of consideration transferred is preliminary and subject to adjustment until the Company completes its analysis, but not to exceed the measurement period, which is up to one year from the Merger Date. The preliminary estimates of fair values of the assets acquired and liabilities assumed was based on information available as of the Merger Date and the Company continues to evaluate the underlying inputs and assumptions used in its valuation models. During the third quarter of 2018, the Company refined certain underlying inputs and assumption in its valuation models. The following table summarizes the preliminary 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 1,485,785 152,075 1,637,860 Intangible assets, net 148,830 (22 ) 148,808 Prepaid expenses and other assets 9,563 - 9,563 Other non-current assets 19,836 (5,773 ) 14,063 Total identifiable assets acquired 2,036,083 146,892 2,182,975 Debt 738,661 10,061 748,722 Other current liabilities 162,885 2,722 165,607 Deferred tax liability 163,730 28,899 192,629 Other long-term liabilities 75,529 (3,245 ) 72,284 Total liabilities assumed 1,140,805 38,437 1,179,242 Net identifiable assets acquired 895,278 108,455 1,003,733 Non-controlling interest 453 - 453 Goodwill 418,835 (108,455 ) 310,380 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 $2,680 during the three months ended September 30, 2018 as a result of the adjustment to property, plant, and equipment. The fair values were based on management’s analysis, including preliminary 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 net assets acquired make use of 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 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. The adjustment to Other current liabilities includes the true-up of a pre-acquisition contingency. 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 names 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 discussion with management 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 42,500 1-15 years Trade names 17,000 1 year Technology 16,000 12 years Other 308 95 years Total approximate fair value $ 148,808 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 $82,251 and $228,129 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 it was determined the goodwill allocated to the Energy reporting unit was impaired and it was written off in its entirety. Refer to Note 19 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 primarily 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. The Company will update its estimate of the deferred tax liability based on changes to its provisional valuation of the related assets and liabilities. Asset retirement obligations are included in other long-term liabilities in the table of preliminary estimates of fair values noted above. The related asset is included in property, plant, and equipment, net in the table of preliminary estimates of fair values noted above. The asset retirement obligations assumed and related assets acquired in connection with the Merger were adjusted at September 30, 2018 to reflect revised estimates of the future cost of dismantling, restoring, and reclaiming of certain sites and related facilities as of the Merger Date. The Company expects to record additional adjustments to asset retirement obligations and related assets in the fourth quarter of 2018. 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 Condensed Consolidated Statements of Income. Refer to Note 12 for additional information. The Company has not separately disclosed the revenue and earnings of Fairmount Santrol from the Merger Date through September 30, 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 three and nine months ended September 30, 2018 and September 30, 2017. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues $ 523,368 $ 627,858 $ 1,878,939 $ 1,645,058 Net income (276,194 ) 47,609 (151,474 ) 55,948 Earnings per share – basic $ (2.11 ) $ 0.40 $ (1.23 ) $ 0.47 Earnings per share – diluted (2.11 ) 0.40 (1.23 ) 0.47 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 Operations _ Dispo
Discontinued Operations – Disposition of Unimin’s Electronics Segment | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations – Disposition of Unimin’s Electronics Segment | 3. Discontinued Operations – 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 $162,109, 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 Condensed 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: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Major line items constituting income from discontinued operations Revenues $ - $ 38,682 $ 74,015 $ 111,165 Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) - 27,946 46,442 75,604 Selling, general and administrative expenses - 3,500 8,762 10,500 Depreciation, depletion and amortization expense - 3,105 4,072 8,821 Other operating income - (78 ) (69 ) (112 ) Income from discontinued operations before provision for income taxes - 4,209 14,808 16,352 Provision for income taxes - 1,768 2,221 3,831 Income from discontinued operations, net of tax $ - $ 2,441 $ 12,587 $ 12,521 The significant operating and investing cash and noncash items of the discontinued operations included in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 were as follows: Nine Months Ended September 30, 2018 2017 Depreciation, depletion and amortization expense $ 4,072 $ 8,821 Capital expenditures $ 3,549 $ 435 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 4. 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 $1,650,000 term loan (see Note 7) and cash on hand. Unimin effected an 89:1 stock split of its common stock and amended and restated its certificate of incorporation. This increased its 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
Inventories, net | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories, net | 5. Inventories, net At September 30, 2018 and December 31, 2017, inventories consisted of the following: September 30, 2018 December 31, 2017 Raw materials $ 27,559 $ 16,393 Work-in-process 23,897 1,738 Finished goods 78,368 35,905 Spare parts 37,907 25,923 Inventories, net $ 167,731 $ 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 $5,526 and $24,720 was recorded in cost of goods sold, based on inventory turnover, during the three and four months ended September 30, 2018, respectively. |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment, net | 6. Property, Plant, and Equipment, net At September 30, 2018 and December 31, 2017, property, plant, and equipment consisted of the following: September 30, 2018 December 31, 2017 Land and improvements $ 210,380 $ 151,374 Mineral rights properties 1,315,276 266,627 Machinery and equipment 1,403,457 1,045,811 Buildings and improvements 506,504 341,218 Railroad equipment 154,244 147,345 Furniture, fixtures, and other 4,381 3,657 Assets under construction 345,272 234,988 3,939,514 2,191,020 Accumulated depletion and depreciation (1,167,250 ) (1,054,916 ) Property, plant, and equipment, net $ 2,772,264 $ 1,136,104 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 nine months ended September 30, 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 September 30, 2018. Additionally, 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 $37,214 to adjust the carrying amount of these long-lived assets to their salvage value, if any, at September 30, 2018. This expense is recorded in Goodwill and other asset impairments on the Condensed Consolidated Statements of Income (Loss). |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7. Long-Term Debt At September 30, 2018 and December 31, 2017, long-term debt consisted of the following: September 30, 2018 December 31, 2017 Term Loan $ 1,645,875 $ - Series D Notes - 100,000 Unimin Term Loans - 314,641 Industrial Revenue Bond 10,000 - Capital leases, net 7,554 - Other borrowings 1,916 2,371 Deferred financing costs, net (32,807 ) - 1,632,538 417,012 Less: current portion (20,126 ) (50,045 ) Long-term debt including leases $ 1,612,412 $ 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 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 (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. Should the Company choose to refinance the Term Loan, it would be subject to a 1.00% premium if refinanced at a lower interest rate within nine months of the Merger Date. 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 September 30, 2018, the Term Loan had an interest rate of 6.1%. 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 4.5:1.0 maximum Total Net Leverage ratio decreasing to 4.0:1.0 at December 31, 2018 and is primarily secured by a first priority lien on substantially all of the assets of Covia. As of September 30, 2018, the Company was in compliance with all covenants in accordance with the Revolver. At September 30, 2018, there was $200,000 of aggregate capacity on the Revolver with $11,879 committed to outstanding letters of credit, leaving net availability at $188,121. At September 30, 2018, the Revolver had an interest rate of 5.8%. There were no borrowings under the Revolver at September 30, 2018. Silfin 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. Upon closing of the Merger, the Silfin credit facility was cancelled and replaced with the Revolver, as previously described. At December 31, 2017, there were no borrowings outstanding under the Silfin credit facility. 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 3.00:1.0 and a consolidated debt to consolidated EBITDA ratio covenant of not greater than 3.25:1.0. 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 September 30, 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. Other Borrowings Other borrowings at September 30, 2018 and December 31, 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 September 30, 2018 and December 31, 2017. 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 September 30, 2018 and December 31, 2017, there were no borrowings outstanding under the overdraft facility. The rates of the overdraft facility were 4.7% and 4.2% at September 30, 2018 and December 31, 2017, respectively. At September 30, 2018 and December 31, 2017, the Company had $1,900 of outstanding letters of credit not backed by a credit facility. Industrial Revenue Bond As part of the Merger, the Company assumed Fairmount Santrol’s outstanding $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 1.59% at September 30, 2018. The bond matures on September 1, 2027 and is collateralized by a letter of credit of $10,000. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 8. Accrued Expenses At September 30, 2018 and December 31, 2017, accrued expenses consisted of the following: September 30, 2018 December 31, 2017 Accrued bonus & other benefits $ 34,137 $ 20,427 Accrued Merger related costs 4,816 13,030 Accrued restructuring charges 14,327 - Accrued insurance 6,482 8,218 Accrued property taxes 7,936 1,773 Accrual for HPQ Co. - 17,296 Other accrued expenses 36,449 27,464 Accrued expenses $ 104,147 $ 88,208 As of December 31, 2017, the Company owed HPQ Co. $17,296 for cash generated by HPQ Co. from July 1, 2017 through December 31, 2017. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 9. Earnings per Share The table below shows the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2018 and 2017, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerators: Net income (loss) from continuing operations attributable to Covia Holdings Corporation $ (288,794 ) $ 27,703 $ (234,946 ) $ 71,264 Income from discontinued operations, net of tax - 2,441 12,587 12,521 Net income (loss) attributable to Covia Holdings Corporation $ (288,794 ) $ 30,144 $ (222,359 ) $ 83,785 Denominator: Basic weighted average shares outstanding 131,154 119,645 123,604 119,645 Dilutive effect of employee stock options and RSUs - - - - Diluted weighted average shares outstanding 131,154 119,645 123,604 119,645 Continuing operations earnings (loss) per common share – basic $ (2.20 ) $ 0.23 $ (1.90 ) $ 0.60 Continuing operations earnings (loss) per common share – diluted (2.20 ) 0.23 (1.90 ) 0.60 Discontinued operations earnings per common share – basic - 0.02 0.10 0.10 Discontinued operations earnings per common share – diluted - 0.02 0.10 0.10 Earnings (loss) per common share – basic (2.20 ) 0.25 (1.80 ) 0.70 Earnings (loss) per common share – diluted $ (2.20 ) $ 0.25 $ (1.80 ) $ 0.70 As noted in Note 4, the Company effected an 89:1 stock split in May 2018. The stock split is reflected in the calculations of basic and diluted weighted average shares outstanding for all periods presented. Potentially dilutive shares of 2,215 and 996 were excluded from the calculation of diluted weighted average shares outstanding and diluted earnings per share in the three and nine months ended September 30, 2018, respectively, because the Company was in a loss position in those periods. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 10. 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 its variable-rate indebtedness, the Company is exposed to fluctuations in interest rates. The Company enters into interest rate swap agreements as a means to partially hedge its 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 other comprehensive income. For derivatives not designated as hedges, the gain or loss is recognized in current earnings. No components of the Company’s 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 the Company 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 income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. On June 1, 2018, the Company entered into two interest rate swap agreements as a means to partially hedge its variable interest rate risk on the Term Loan. An additional interest rate swap held by Fairmount Santrol was assumed in conjunction with the Merger. The Company did not have such variable rate debt instruments at December 31, 2017 and was not engaged in an interest rate swap agreement. The following table summarizes the Company’s interest rate swap agreements at September 30, 2018: Interest Rate Swap Agreements Maturity Date Rate Notional Value Debt Instrument Hedged Percentage of Term Loan Outstanding September 30, 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% $ 510,000 31% At the Merger Date, Covia’s interest rate swaps qualified, but were not designated for hedge accounting. Changes in the fair value of the interest rate swaps were included in interest expense in the related period. On August 1, 2018, the Company began to account for its interest rate swaps under hedge accounting, which are now designated as cash flow hedges. Amounts reported in accumulated other comprehensive income related to interest rate swaps will be reclassified to interest expense as interest payments are made on the Term Loan. The Company expects $1,461 to be reclassified from accumulated other comprehensive income into interest expense within the next twelve months. The following table summarizes the fair values and the respective classification in the Condensed Consolidated Balance Sheets as of September 30, 2018. The net amount of derivative assets and liabilities can be reconciled to the tabular disclosure of fair value in Note 11: Assets (Liabilities) Interest Rate Swap Agreements Balance Sheet Classification September 30, 2018 Designated as cash flow hedges Other non-current assets $ 3,806 Designated as cash flow hedges Other non-current liabilities (410 ) $ 3,396 The tables below presents the effect of cash flow hedge accounting on accumulated other comprehensive income as of September 30, 2018: Amount of Gain (Loss) Recognized in OCI Three Months Ended September 30, Nine Months Ended September 30, Derivatives in Hedging Relationships 2018 2017 2018 2017 Designated as Cash Flow Hedges Interest rate swap agreements $ 440 $ - $ 440 $ - Location of Loss Amount of Loss Reclassified from Accumulated Other Comprehensive Income Derivatives in Recognized on Three Months Ended September 30, Nine Months Ended September 30, Hedging Relationships Derivative 2018 2017 2018 2017 Designated as Cash Flow Hedges Interest rate swap agreements Interest expense $ 470 $ - $ 470 $ - The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Income in the three and nine months ended September 30, 2018 and 2017: Location of Loss on Derivative Interest expense, net Interest expense, net Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Total Interest Expense presented in the Statements of Income in which the effects of cash flow hedges are recorded $ 23,530 $ 5,104 $ 35,325 $ 12,634 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 $ 470 $ - $ 470 $ - As previously noted, the Company did not begin to use hedge accounting until the third quarter of 2018. The table below presents the effect of the Company’s derivative financial instruments that were not designated as hedging instruments in the three and nine months ended September 30, 2018 and 2017: Derivatives Not Designated as ASC 815-20 Cash Flow Location of Gain Recognized Three Months Ended September 30, Nine Months Ended September 30, Hedging Relationships in Income on Derivative 2018 2017 2018 2017 Interest rate swap agreements Interest expense, net $ 1,141 $ - $ 2,658 $ - |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 11. 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. 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. The following table presents the fair value as of September 30, 2018 and December 31, 2017, respectively, for the Company’s long-term debt: Quoted Other in Active Observable Unobservable Markets Inputs Inputs Long-Term Debt Fair Value Measurements (Level 1) (Level 2) (Level 3) Total September 30, 2018 Term Loan $ - $ 1,530,664 $ - $ 1,530,664 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 1,540,664 $ - $ 1,540,664 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 September 30, 2018 and December 31, 2017 for the Company’s other financial instruments. 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 10 for additional information. Quoted Other in Active Observable Unobservable Markets Inputs Inputs Recurring Fair Value Measurements (Level 1) (Level 2) (Level 3) Total September 30, 2018 Interest rate swap agreements $ - $ 3,396 $ - $ 3,396 $ - $ 3,396 $ - $ 3,396 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation Stock based compensation includes restricted stock units (“RSUs”) and nonqualified stock options (“Options” and, together with the RSUs, 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 were fully vested as of the Merger Date. In addition, the Merger agreement called 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 fair values of the RSUs and Options were estimated at the Merger Date. The fair value of the RSUs 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. Subsequent to the Merger Date and through September 30, 2018, pursuant to the 2018 Plan, the Company issued 168 RSUs at an average grant date fair value of $18.56. The Company did not grant any Options to purchase shares of common stock through September 30, 2018. Weighted Weighted Average Exercise Restricted Average Price at Options Price, Options Stock Units RSU 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 (58 ) 25.97 Forfeited (8 ) 44.69 (5 ) 28.00 Expired (9 ) 56.83 - - Outstanding at September 30, 2018 2,519 $ 33.75 770 $ 26.17 The Company recorded stock compensation expense of $2,654 in the three months ended September 30, 2018 and $3,447 in the nine months ended September 30, 2018. Stock compensation expense is included in selling, general, and administrative expenses on the Condensed Consolidated Statements of Income (Loss) and in additional paid-in capital on the Condensed 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 Condensed Consolidated Statements of Income (Loss) and in additional paid-in capital on the Condensed Consolidated Balance Sheets. Refer to Note 2 for additional information. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company computes and applies to ordinary income an estimated annual effective tax rate on a quarterly basis based on current and forecasted business levels and activities, including the mix of domestic and foreign results and enacted tax laws. The estimated annual effective tax rate is updated quarterly based on actual results and updated operating forecasts. Ordinary income refers to income from continuing operations before income tax expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs as a discrete item of tax. For the nine months ended September 30, 2018, the Company recorded a tax benefit of $524 on a loss before income taxes of $235,396 resulting in an effective tax rate of 0.2%, compared to tax expense of $36,460 on income before income taxes of $107,724 resulting in an effective tax rate of 33.8% for the same period of 2017. The Company’s comparatively lower effective tax rate for the nine months ended September 30, 2018 is primarily attributable to the non-deductibility of the impairment of goodwill. Excluding the impact of the impairment of goodwill, the effective tax rate for the nine months ended September 30, 2018 is 7.2%. The effective rate differs from the U.S. federal statutory rate due primarily to the goodwill impairment, depletion, the impact of foreign taxes, and the foreign provisions of the Tax Act. For the nine months ended September 30, 2018, the Company remains provisional for legislative changes of the Tax Act. The SEC has provided up to a one-year measurement period, ending December 22, 2018, for the Company to finalize the accounting for the impacts of the Tax Act. During the nine months ended September 30, 2018, there were no adjustments made to previous estimates related to the Tax Act. The Company is in the process of completing its estimates, which will be finalized during the fourth quarter of 2018. |
Pension and other Post-Employme
Pension and other Post-Employment Benefits | 9 Months Ended |
Sep. 30, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Pension and other Post-Employment Benefits | 14. 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 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. 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. 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 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. 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, the pension plans in Canada and Mexico, and the Wedron and Troy Grove pension plans are collectively referred to as the “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 Condensed 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 Pension Plans. The following tables summarize the components of net periodic benefit costs for the three and nine months ended September 30, 2018 and 2017 as follows: Pension Plans Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Components of net periodic benefit cost Service cost $ 1,355 $ 2,020 $ 5,747 $ 6,060 Interest cost 2,487 2,398 7,188 7,194 Expected return on plan assets (2,712 ) (2,494 ) (8,147 ) (7,482 ) Amortization of prior service cost 136 138 410 414 Amortization of net actuarial loss 1,053 1,211 3,658 3,633 Recognized settlement loss 3,005 80 3,005 240 Net periodic benefit cost $ 5,324 $ 3,353 $ 11,861 $ 10,059 Post-Retirement Medical Plans Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Components of net periodic benefit cost Service cost $ 266 $ 246 $ 798 $ 738 Interest cost 209 218 627 654 Amortization of net actuarial loss 122 145 366 435 Net periodic benefit cost $ 597 $ 609 $ 1,791 $ 1,827 The Company contributed $11,227 and $6,561 to the Pension Plans for the nine months ended September 30, 2018 and 2017, respectively. Contributions into the Pension Plans for the year ended December 31, 2018 are expected to be $12,932. Included in the 2018 net periodic benefit costs is a settlement loss of $2,566, which stemmed from lump sum distributions as a result of recent employee departures in the nine months ended September 30, 2018. As a result of the lump sum distributions, the Company re-measured its obligations under the plans and the discount rate was increased from 3.50% to 4.15%. There were no other changes to the assumptions used to calculate the obligation at December 31, 2017. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 15. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is a separate line within the Condensed 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 September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 Gross Tax Effect Net Amount Foreign currency translation adjustments $ (49,042 ) $ - $ (49,042 ) Amounts related to employee benefit obligations (89,538 ) 24,337 (65,201 ) Unrealized gain (loss) on interest rate hedges 1,180 (270 ) 910 $ (137,400 ) $ 24,067 $ (113,333 ) 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 nine months ended September 30, 2018: Nine Months Ended September 30, 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 5,529 5,975 440 11,944 Amounts reclassified from accumulated other comprehensive loss - 2,481 470 2,951 Ending balance $ (49,042 ) $ (65,201 ) $ 910 $ (113,333 ) |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | 16. Commitments and Contingent Liabilities Leases The Company leases railway equipment, operating equipment, mineral properties, and buildings under a number of operating lease arrangements. The Company is obligated to pay minimum annual lease payments under certain non-cancelable operating lease agreements which have original terms that extend to 2030. Agreements for office facilities and office equipment leases are generally renewed or replaced by similar leases upon expiration. Total operating lease rental expense included in the Condensed Consolidated Statements of Income was $29,748 and $12,796 for the three months ended September 30, 2018 and 2017, respectively, and $62,973 and $37,250 for the nine months ended September 30, 2018 and 2017, respectively. Contingencies The Company is 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, management does not believe that any of the pending legal proceedings and lawsuits are reasonably likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows. In addition, management believes that the Company’s substantial level of insurance coverage will mitigate these claims. The Company has been named as a defendant in various product liability lawsuits alleging silica exposure causing silicosis. During the nine months ended September 30, 2018, eight plaintiffs’ claims against the Company were dismissed. As of September 30, 2018, there were 81 active silica-related products liability lawsuits pending in which the Company is a defendant. Although the outcomes of these lawsuits cannot be predicted with certainty, management does not believe that these matters are reasonably likely to have a material adverse effect on the Company’s 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, management does not believe that these matters are reasonably likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company is 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, management does not believe that this matter is reasonably likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows Royalties The Company has 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 $1,548 and $989 for the three months ended September 30, 2018 and 2017, respectively, and $3,728 and $2,455 for the nine months ended September 30, 2018 and 2017, respectively. |
Transactions with Related Parti
Transactions with Related Parties | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 17. Transactions with Related Parties The Company sells minerals to Sibelco and certain of its subsidiaries (“related parties”). Sales to related parties amounted to $2,076 and $1,803 in the three months ended September 30, 2018 and 2017, respectively, and $4,778 and $7,922 in the nine months ended September 30, 2018 and 2017, respectively. At September 30, 2018 and December 31, 2017, the Company had accounts receivable from related parties of $815 and $2,878, respectively. These amounts are included in Accounts receivable, net in the accompanying Condensed Consolidated Balance Sheets. The Company purchases minerals from certain of its related parties. Purchases from related parties amounted to $196 and $2,231 in the three months ended September 30, 2018 and 2017, respectively, and $5,367 and $9,606 in the nine months ended September 30, 2018 and 2017, respectively. At September 30, 2018 and December 31, 2017, the Company had accounts payable to related parties of $544 and $7,692, respectively. These amounts are included in Accounts payable in the accompanying Condensed 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 three months ended September 30, 2017, Unimin incurred $338 for management and administrative services from Sibelco. In the five months ended May 31, 2018 and nine months ended September 30, 2017, Unimin incurred $2,445 and $1,667, respectively, for management and administrative services from Sibelco. These costs are reflected in selling, general and administrative expenses in the accompanying Condensed 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 is recorded as a reduction of cost in selling, general, and administrative expenses. Compensation for these transitional services was $287 and $392 for the three and nine months ended September 30, 2018. Amounts are included in Selling, general, and administrative expenses on the Condensed Consolidated Statements of Income and in Other receivables in the Condensed Consolidated Balance Sheets at September 30, 2018. 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 for certain products used in ceramics in North America and Mexico for which the Company earns a 10% commission of revenue. For the three and nine months ended September 30, 2018, the Company recorded commission expense of $329 and $1,073 in Selling, general and administration expenses. Prior to the Merger Date, the Company had the Unimin Term Loans outstanding with Silfin. During the nine months ended September 30, 2018 and 2017, the Company incurred $3,181 and $9,100, respectively, of interest expense for the Unimin Term Loans. These costs are reflected in interest expense, net in the accompanying Condensed Consolidated Statements of Income. Upon closing of the Merger, the Unimin Term Loans were repaid with the proceeds of the Term Loan. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | 18. Segment Reporting The Company organizes its business into two reportable segments, Energy and Industrial. 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. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues Energy $ 324,606 $ 185,693 $ 858,813 $ 473,299 Industrial 198,762 162,115 542,794 485,900 Total revenues 523,368 347,808 1,401,607 959,199 Segment gross profit Energy 60,961 55,940 227,744 122,004 Industrial 56,805 47,174 152,631 143,085 Total segment gross profit 117,766 103,114 380,375 265,089 Operating expenses excluded from segment gross profit Selling, general, and administrative 43,164 24,210 99,765 66,255 Depreciation, depletion, and amortization 68,584 24,639 132,459 72,197 Goodwill and other asset impairments 265,343 - 277,643 - Restructuring charges 14,750 - 14,750 - Other operating expense (income), net (974 ) (6 ) (330 ) 1,830 Interest expense, net 23,530 5,104 35,325 12,634 Other non-operating expense, net 9,043 1,374 56,159 4,449 Income (loss) from continuing operations before provision (benefit) for income taxes $ (305,674 ) $ 47,793 $ (235,396 ) $ 107,724 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 nine months ended September 30, 2018 and 2017, one customer exceeded 10% of revenues. This customer accounted for 14% and 13% of revenues in the nine months ended September 30, 2018 and 2017, respectively. Revenues attributed to this customer are part of the Company’s Energy segment. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 19. Goodwill and Intangible Assets The Company’s goodwill balance was $135,763 and $53,512 at September 30, 2018 and December 31, 2017, respectively. 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. Market conditions within the Company’s Energy reporting unit combined with the decline in the Company’s share price triggered a test for goodwill impairment as of September 30, 2018. The test was performed at the reporting unit level using a combination of the discounted cash flow 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 test, the entire amount of goodwill in the Energy reporting unit was determined to be impaired and an impairment charge in the amount of $228,129 was recorded at September 30, 2018. The goodwill attributed to the Industrial reporting unit was determined to not be impaired. Changes in the carrying amount of intangible assets are as follows: September 30, 2018 December 31, 2017 Beginning balance $ 52,196 $ 55,328 Less: HPQ Co. assets - (3,132 ) Assets acquired 148,808 - Ending balance 201,004 52,196 Accumulated amortization, beginning balance (26,600 ) (25,222 ) Less: HPQ Co. accumulated amortization - 1,567 Amortization for the period (14,892 ) (2,945 ) Accumulated amortization, ending balance (41,492 ) (26,600 ) Intangible assets, net $ 159,512 $ 25,596 Intangible assets, net includes acquired supply agreements, acquired stream mitigation rights, customer relationships, railcar leasehold interests, trade names and acquired technology. Refer also to Note 2, which includes a discussion of the intangible assets acquired in the Merger, which are included in the balance of Intangibles, net at September 30, 2018. Amortization expense is recognized in Depreciation, depletion and amortization expense in the Condensed Consolidated Statements of Income. The intangible assets had a weighted average amortization period of 7 years and 10 years at September 30, 2018 and December 31, 2017, respectively. Amortization expense was $10,481 and $14,892 for the three and nine months ended September 30, 2018 respectively and $693 and $2,062 for the three and nine months ended September 30, 2017 respectively. The estimated amortization expense related to intangible assets for the five succeeding years is as follows: Amortization 2018 $ 10,499 2019 31,502 2020 23,347 2021 21,975 2022 21,274 Thereafter 50,915 Total $ 159,512 |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges | 20. Restructuring Charges On September 26, 2018, the Company idled operations at four facilities serving the Energy segment in response to market conditions. The Company’s activities to idle the facilities have largely been completed at September 30, 2018 and all significant restructuring charges have been recorded. The Company did not allocate the restructuring costs to the Energy segment. Additionally, in connection with the Merger, the Company initiated restructuring activities to achieve cost synergies from its combined operations. The Company did not allocate these Merger-related restructuring costs to either of its business segments. The following table presents a summary of restructuring charges for the three and nine months ended September 30, 2018. Merger-related Idled facilities Total Restructuring charges Severance and relocation costs $ 11,762 $ 893 $ 12,655 Contract termination costs - 2,095 2,095 Total restructuring charges $ 11,762 $ 2,988 $ 14,750 The following table presents the Company’s restructuring reserve activity during 2018: Merger-related Idled facilities Total Restructuring charges in Accrued expenses Balances at June 30, 2018 $ - $ - $ - Charges 11,762 2,988 14,750 Cash payments - (423 ) (423 ) Balances at September 30, 2018 $ 11,762 $ 2,565 $ 14,327 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | 21. Subsequent Event On November 6, 2018, the Company announced plans to idle its two mining operations in Voca, Texas. These capacity reductions will allow the Company to lower its fixed plant costs and consolidate volumes into its lower cost operations. The Company anticipates that it will record restructuring charges related to the idled facilities in the fourth quarter of 2018 and has estimated these charges to be approximately $2,000. |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Merger of Unimin Corporation and Fairmount Santrol Holdings Inc. | Merger of Unimin Corporation and Fairmount Santrol Holdings Inc. On June 1, 2018 (the “Merger Date”), Unimin Corporation (“Unimin”) completed its previously announced transaction (the “Merger”) with Fairmount Santrol Holdings Inc. (“Fairmount Santrol”). Upon closing of the Merger, Fairmount Santrol was merged into a wholly-owned subsidiary of Unimin and ceased to exist as a separate corporate entity. 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” as of that date. Fairmount Santrol stockholders in the aggregate (including holders of certain Fairmount Santrol equity awards) received $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 2 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 fund the cash consideration and expenses related to the Merger. See Note 7 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 100% of the stock of 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. See Note 3 for a discussion of HPQ Co. which is presented as discontinued operations in these condensed consolidated financial statements. Costs and expenses incurred related to the Merger are recorded in Other non-operating expense, net in the accompanying Condensed Consolidated Statements of Income and include legal, accounting, valuation and financial advisory services, integration and other costs totaling $5,600 and $49,823 for the three and nine months ended September 30, 2018, respectively. As of September 30, 2018, accrued Merger related costs and expenses of $4,816 are included in Accrued expenses in the accompanying Condensed Consolidated Balance Sheet. The Company did not incur Merger-related expenses in the three and nine months ended September 30, 2017. Unimin was determined to be the acquirer for accounting purposes, and the historical financial statements and the historical amounts included in the notes to the financial statements relate to Unimin. The Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2018 include the results of Fairmount Santrol from the Merger Date. The Condensed Consolidated Balance Sheet at September 30, 2018 reflects Covia; however, the Condensed 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. |
Reclassifications | Reclassifications Certain reclassifications of prior period presentations have been made to conform to the current period presentation. |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal, recurring nature) and disclosures necessary for a fair statement of the financial position, results of operations, comprehensive income, and cash flows of the reported interim periods. The Condensed Consolidated Balance Sheet as of December 31, 2017 was derived from audited financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for the full year or any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto as and for each of the three years in the period ended December 31, 2017, which are included in Unimin’s Amendment No. 2 to Form S-4 Registration Statement as filed with the Securities and Exchange Commission (“SEC”) on April 23, 2018 (the “Form S-4”), and information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). On June 1, 2018, the Company effected an 89:1 stock split with respect to its shares of common stock. 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 | 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. The Company based its 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. |
Cash and Cash Equivalents | 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. The Company’s cash and cash equivalents are held on deposit and are available to the Company on demand without restriction, prior notice, or penalty. |
Revenue Recognition | Revenue Recognition The Company derives its revenues by mining, manufacturing, and processing minerals that its customers purchase for various uses. Revenues are measured by the amount of consideration the Company expects to receive in exchange for transferring its product. The consideration the Company expects 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, the Company adopted ASU No. 2014-09 – Revenue from Contracts with Customers (Topic 606) The Company’s 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 September 30, 2018 and December 31, 2017, the Company had no accounts receivable related to shortfall payments. The Company disaggregates revenues by major source consistent with its segment reporting. See Note 18 for further detail. |
Accounts Receivable | Accounts Receivable Accounts receivable as presented in the consolidated balance sheets are related to the Company’s 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. The Company typically does not record contract assets, as the transfer of control of its products results in an unconditional right to receive consideration. |
Allowance for Doubtful Accounts | 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. |
Concentration of Credit Risk | Concentration of Credit Risk At September 30, 2018, the Company had two customers whose accounts receivable balances exceeded 10% of total accounts receivable. Approximately 13% and 10% of the accounts receivable balance at September 30, 2018 was from these two customers, respectively. At December 31, 2017, the Company had one customer whose accounts receivable balance exceeded 10% of total accounts receivable. Approximately 13% of the Company’s accounts receivable balance at December 31, 2017 was from this customer. |
Asset Retirement Obligation | Asset Retirement Obligation The Company estimates the future cost of dismantling, restoring, and reclaiming operating excavation sites and related facilities in accordance with federal, state, and local regulatory requirements. The Company records the initial estimated present value of these costs as an asset retirement obligation and increases 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. The Company adjusts 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, 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 September 30, 2018 and December 31, 2017, the Company had asset retirement obligations of $28,992 and $12,472, respectively. The Company recognized accretion expense of $789 and $1,055 in the three months ended September 30, 2018 and 2017, respectively, and $1,808 and $1,431 in the nine months ended September 30, 2018 and 2017, respectively. These amounts are included in Other operating expense (income), net in the Condensed Consolidated Statements of Income. 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 interim periods. The Company is still evaluating the fair value of the asset retirement obligation assumed in the Merger. |
Recent Accounting Pronouncements | 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) Topic 605 – Revenue Recognition 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 nine months ended September 30, 2018. In March 2016, the FASB issued ASU No. 2016-09 – Compensation – Stock Compensation (Topic 718) In October 2016, the FASB issued ASU No. 2016-16 – Income Taxes (Topic 740) – Intra-Entity Transfers of Assets other than Inventory 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 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 As Reported Adjustments As Revised As Reported Adjustments As Revised Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) $ 245,779 $ (1,085 ) $ 244,694 $ 697,366 $ (3,256 ) $ 694,110 Selling, general and administrative expenses 24,813 (603 ) 24,210 68,063 (1,808 ) 66,255 Other non-operating expense, net $ 3,416 $ 1,688 $ 5,104 $ 7,570 $ 5,064 $ 12,634 In August 2017, the FASB issued ASU No. 2017-12 – Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 – Leases (Topic 842) Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13 – Financial Instruments – Credit Losses (Topic 326) 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 . In June 2018, the FASB issued ASU No. 2018-07 – Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU No. 2018-09 – Codification Improvements 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 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 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 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 In November 2018, the FASB issued ASU No. 2018-18 – Collaborative Arrangements (Topic 808) — Clarifying the Interaction between Topic 808 and Topic 606 |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Reconciliation of the Effect of the Reclassification of the Net Benefit Cost in the Company's Condensed Consolidated Statements of Income | The following is a reconciliation of the effect of the reclassification of the net benefit cost in the Company’s Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2017: Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 As Reported Adjustments As Revised As Reported Adjustments As Revised Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) $ 245,779 $ (1,085 ) $ 244,694 $ 697,366 $ (3,256 ) $ 694,110 Selling, general and administrative expenses 24,813 (603 ) 24,210 68,063 (1,808 ) 66,255 Other non-operating expense, net $ 3,416 $ 1,688 $ 5,104 $ 7,570 $ 5,064 $ 12,634 |
Merger and Preliminary Purcha_2
Merger and Preliminary Purchase Price Accounting (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Summary of Preliminary Purchase Price Accounting of Acquired Assets and Liabilities Including Measurement Period Adjustments | During the third quarter of 2018, the Company refined certain underlying inputs and assumption in its valuation models. The following table summarizes the preliminary 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 1,485,785 152,075 1,637,860 Intangible assets, net 148,830 (22 ) 148,808 Prepaid expenses and other assets 9,563 - 9,563 Other non-current assets 19,836 (5,773 ) 14,063 Total identifiable assets acquired 2,036,083 146,892 2,182,975 Debt 738,661 10,061 748,722 Other current liabilities 162,885 2,722 165,607 Deferred tax liability 163,730 28,899 192,629 Other long-term liabilities 75,529 (3,245 ) 72,284 Total liabilities assumed 1,140,805 38,437 1,179,242 Net identifiable assets acquired 895,278 108,455 1,003,733 Non-controlling interest 453 - 453 Goodwill 418,835 (108,455 ) 310,380 Total consideration transferred $ 1,313,660 $ - $ 1,313,660 |
Summary of Fair Value of Acquired Intangible Assets and Related Estimated Useful Lives | 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 42,500 1-15 years Trade names 17,000 1 year Technology 16,000 12 years Other 308 95 years Total approximate fair value $ 148,808 |
Summary of Pro Forma Financial Information | 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 three and nine months ended September 30, 2018 and September 30, 2017. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues $ 523,368 $ 627,858 $ 1,878,939 $ 1,645,058 Net income (276,194 ) 47,609 (151,474 ) 55,948 Earnings per share – basic $ (2.11 ) $ 0.40 $ (1.23 ) $ 0.47 Earnings per share – diluted (2.11 ) 0.40 (1.23 ) 0.47 |
Discontinued Operations _ Dis_2
Discontinued Operations – Disposition of Unimin’s Electronics Segment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Carrying Amounts of Major Classes of Assets and Liabilities, Operating Results, Significant Operating and Investing Cash and Noncash Items of Discontinued 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 Condensed 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: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Major line items constituting income from discontinued operations Revenues $ - $ 38,682 $ 74,015 $ 111,165 Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) - 27,946 46,442 75,604 Selling, general and administrative expenses - 3,500 8,762 10,500 Depreciation, depletion and amortization expense - 3,105 4,072 8,821 Other operating income - (78 ) (69 ) (112 ) Income from discontinued operations before provision for income taxes - 4,209 14,808 16,352 Provision for income taxes - 1,768 2,221 3,831 Income from discontinued operations, net of tax $ - $ 2,441 $ 12,587 $ 12,521 The significant operating and investing cash and noncash items of the discontinued operations included in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 were as follows: Nine Months Ended September 30, 2018 2017 Depreciation, depletion and amortization expense $ 4,072 $ 8,821 Capital expenditures $ 3,549 $ 435 |
Inventories, net (Tables)
Inventories, net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | At September 30, 2018 and December 31, 2017, inventories consisted of the following: September 30, 2018 December 31, 2017 Raw materials $ 27,559 $ 16,393 Work-in-process 23,897 1,738 Finished goods 78,368 35,905 Spare parts 37,907 25,923 Inventories, net $ 167,731 $ 79,959 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | At September 30, 2018 and December 31, 2017, property, plant, and equipment consisted of the following: September 30, 2018 December 31, 2017 Land and improvements $ 210,380 $ 151,374 Mineral rights properties 1,315,276 266,627 Machinery and equipment 1,403,457 1,045,811 Buildings and improvements 506,504 341,218 Railroad equipment 154,244 147,345 Furniture, fixtures, and other 4,381 3,657 Assets under construction 345,272 234,988 3,939,514 2,191,020 Accumulated depletion and depreciation (1,167,250 ) (1,054,916 ) Property, plant, and equipment, net $ 2,772,264 $ 1,136,104 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | At September 30, 2018 and December 31, 2017, long-term debt consisted of the following: September 30, 2018 December 31, 2017 Term Loan $ 1,645,875 $ - Series D Notes - 100,000 Unimin Term Loans - 314,641 Industrial Revenue Bond 10,000 - Capital leases, net 7,554 - Other borrowings 1,916 2,371 Deferred financing costs, net (32,807 ) - 1,632,538 417,012 Less: current portion (20,126 ) (50,045 ) Long-term debt including leases $ 1,612,412 $ 366,967 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | At September 30, 2018 and December 31, 2017, accrued expenses consisted of the following: September 30, 2018 December 31, 2017 Accrued bonus & other benefits $ 34,137 $ 20,427 Accrued Merger related costs 4,816 13,030 Accrued restructuring charges 14,327 - Accrued insurance 6,482 8,218 Accrued property taxes 7,936 1,773 Accrual for HPQ Co. - 17,296 Other accrued expenses 36,449 27,464 Accrued expenses $ 104,147 $ 88,208 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings per Share | The table below shows the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2018 and 2017, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerators: Net income (loss) from continuing operations attributable to Covia Holdings Corporation $ (288,794 ) $ 27,703 $ (234,946 ) $ 71,264 Income from discontinued operations, net of tax - 2,441 12,587 12,521 Net income (loss) attributable to Covia Holdings Corporation $ (288,794 ) $ 30,144 $ (222,359 ) $ 83,785 Denominator: Basic weighted average shares outstanding 131,154 119,645 123,604 119,645 Dilutive effect of employee stock options and RSUs - - - - Diluted weighted average shares outstanding 131,154 119,645 123,604 119,645 Continuing operations earnings (loss) per common share – basic $ (2.20 ) $ 0.23 $ (1.90 ) $ 0.60 Continuing operations earnings (loss) per common share – diluted (2.20 ) 0.23 (1.90 ) 0.60 Discontinued operations earnings per common share – basic - 0.02 0.10 0.10 Discontinued operations earnings per common share – diluted - 0.02 0.10 0.10 Earnings (loss) per common share – basic (2.20 ) 0.25 (1.80 ) 0.70 Earnings (loss) per common share – diluted $ (2.20 ) $ 0.25 $ (1.80 ) $ 0.70 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swap Agreements | The following table summarizes the Company’s interest rate swap agreements at September 30, 2018: Interest Rate Swap Agreements Maturity Date Rate Notional Value Debt Instrument Hedged Percentage of Term Loan Outstanding September 30, 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% $ 510,000 31% |
Fair Values of Derivative Instrument and Respective Classification in Condensed Consolidated Balance Sheets | The following table summarizes the fair values and the respective classification in the Condensed Consolidated Balance Sheets as of September 30, 2018. The net amount of derivative assets and liabilities can be reconciled to the tabular disclosure of fair value in Note 11: Assets (Liabilities) Interest Rate Swap Agreements Balance Sheet Classification September 30, 2018 Designated as cash flow hedges Other non-current assets $ 3,806 Designated as cash flow hedges Other non-current liabilities (410 ) $ 3,396 |
Schedule of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income | The tables below presents the effect of cash flow hedge accounting on accumulated other comprehensive income as of September 30, 2018: Amount of Gain (Loss) Recognized in OCI Three Months Ended September 30, Nine Months Ended September 30, Derivatives in Hedging Relationships 2018 2017 2018 2017 Designated as Cash Flow Hedges Interest rate swap agreements $ 440 $ - $ 440 $ - Location of Loss Amount of Loss Reclassified from Accumulated Other Comprehensive Income Derivatives in Recognized on Three Months Ended September 30, Nine Months Ended September 30, Hedging Relationships Derivative 2018 2017 2018 2017 Designated as Cash Flow Hedges Interest rate swap agreements Interest expense $ 470 $ - $ 470 $ - |
Schedule of Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Income | The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Income in the three and nine months ended September 30, 2018 and 2017: Location of Loss on Derivative Interest expense, net Interest expense, net Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Total Interest Expense presented in the Statements of Income in which the effects of cash flow hedges are recorded $ 23,530 $ 5,104 $ 35,325 $ 12,634 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 $ 470 $ - $ 470 $ - |
Schedule of Effect of Derivative Financial Instruments Not Designated as Hedging Instruments | The table below presents the effect of the Company’s derivative financial instruments that were not designated as hedging instruments in the three and nine months ended September 30, 2018 and 2017: Derivatives Not Designated as ASC 815-20 Cash Flow Location of Gain Recognized Three Months Ended September 30, Nine Months Ended September 30, Hedging Relationships in Income on Derivative 2018 2017 2018 2017 Interest rate swap agreements Interest expense, net $ 1,141 $ - $ 2,658 $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value for Long-term Debt | The following table presents the fair value as of September 30, 2018 and December 31, 2017, respectively, for the Company’s long-term debt: Quoted Other in Active Observable Unobservable Markets Inputs Inputs Long-Term Debt Fair Value Measurements (Level 1) (Level 2) (Level 3) Total September 30, 2018 Term Loan $ - $ 1,530,664 $ - $ 1,530,664 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 1,540,664 $ - $ 1,540,664 December 31, 2017 Unimin Term Loans $ - $ 272,000 $ - $ 272,000 Series D Notes - 104,000 - 104,000 $ - $ 376,000 $ - $ 376,000 |
Financial Instruments Carried at Fair Value | The following table presents the amounts carried at fair value as of September 30, 2018 and December 31, 2017 for the Company’s other financial instruments. 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 10 for additional information. Quoted Other in Active Observable Unobservable Markets Inputs Inputs Recurring Fair Value Measurements (Level 1) (Level 2) (Level 3) Total September 30, 2018 Interest rate swap agreements $ - $ 3,396 $ - $ 3,396 $ - $ 3,396 $ - $ 3,396 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share Based Compensation Activity of Option and Non-option Instruments | Weighted Weighted Average Exercise Restricted Average Price at Options Price, Options Stock Units RSU 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 (58 ) 25.97 Forfeited (8 ) 44.69 (5 ) 28.00 Expired (9 ) 56.83 - - Outstanding at September 30, 2018 2,519 $ 33.75 770 $ 26.17 |
Pension and other Post-Employ_2
Pension and other Post-Employment Benefits (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Components of Net Periodic Benefit Costs | The following tables summarize the components of net periodic benefit costs for the three and nine months ended September 30, 2018 and 2017 as follows: Pension Plans Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Components of net periodic benefit cost Service cost $ 1,355 $ 2,020 $ 5,747 $ 6,060 Interest cost 2,487 2,398 7,188 7,194 Expected return on plan assets (2,712 ) (2,494 ) (8,147 ) (7,482 ) Amortization of prior service cost 136 138 410 414 Amortization of net actuarial loss 1,053 1,211 3,658 3,633 Recognized settlement loss 3,005 80 3,005 240 Net periodic benefit cost $ 5,324 $ 3,353 $ 11,861 $ 10,059 Post-Retirement Medical Plans Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Components of net periodic benefit cost Service cost $ 266 $ 246 $ 798 $ 738 Interest cost 209 218 627 654 Amortization of net actuarial loss 122 145 366 435 Net periodic benefit cost $ 597 $ 609 $ 1,791 $ 1,827 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss attributable to Covia Holdings Corporation at September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 Gross Tax Effect Net Amount Foreign currency translation adjustments $ (49,042 ) $ - $ (49,042 ) Amounts related to employee benefit obligations (89,538 ) 24,337 (65,201 ) Unrealized gain (loss) on interest rate hedges 1,180 (270 ) 910 $ (137,400 ) $ 24,067 $ (113,333 ) 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 ) |
Changes in Accumulated Other Comprehensive Loss by Component | The following table presents the changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2018: Nine Months Ended September 30, 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 5,529 5,975 440 11,944 Amounts reclassified from accumulated other comprehensive loss - 2,481 470 2,951 Ending balance $ (49,042 ) $ (65,201 ) $ 910 $ (113,333 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Summarized Financial Information for Reportable Segments | 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. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues Energy $ 324,606 $ 185,693 $ 858,813 $ 473,299 Industrial 198,762 162,115 542,794 485,900 Total revenues 523,368 347,808 1,401,607 959,199 Segment gross profit Energy 60,961 55,940 227,744 122,004 Industrial 56,805 47,174 152,631 143,085 Total segment gross profit 117,766 103,114 380,375 265,089 Operating expenses excluded from segment gross profit Selling, general, and administrative 43,164 24,210 99,765 66,255 Depreciation, depletion, and amortization 68,584 24,639 132,459 72,197 Goodwill and other asset impairments 265,343 - 277,643 - Restructuring charges 14,750 - 14,750 - Other operating expense (income), net (974 ) (6 ) (330 ) 1,830 Interest expense, net 23,530 5,104 35,325 12,634 Other non-operating expense, net 9,043 1,374 56,159 4,449 Income (loss) from continuing operations before provision (benefit) for income taxes $ (305,674 ) $ 47,793 $ (235,396 ) $ 107,724 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Intangible Assets | Changes in the carrying amount of intangible assets are as follows: September 30, 2018 December 31, 2017 Beginning balance $ 52,196 $ 55,328 Less: HPQ Co. assets - (3,132 ) Assets acquired 148,808 - Ending balance 201,004 52,196 Accumulated amortization, beginning balance (26,600 ) (25,222 ) Less: HPQ Co. accumulated amortization - 1,567 Amortization for the period (14,892 ) (2,945 ) Accumulated amortization, ending balance (41,492 ) (26,600 ) Intangible assets, net $ 159,512 $ 25,596 |
Schedule of Estimated Amortization Expense Related Intangible Assets | The estimated amortization expense related to intangible assets for the five succeeding years is as follows: Amortization 2018 $ 10,499 2019 31,502 2020 23,347 2021 21,975 2022 21,274 Thereafter 50,915 Total $ 159,512 |
Restructuring Charges - (Tables
Restructuring Charges - (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring And Related Activities [Abstract] | |
Summary of Restructuring Charges | The following table presents a summary of restructuring charges for the three and nine months ended September 30, 2018. Merger-related Idled facilities Total Restructuring charges Severance and relocation costs $ 11,762 $ 893 $ 12,655 Contract termination costs - 2,095 2,095 Total restructuring charges $ 11,762 $ 2,988 $ 14,750 |
Summary of Restructuring Reserve Activity | The following table presents the Company’s restructuring reserve activity during 2018: Merger-related Idled facilities Total Restructuring charges in Accrued expenses Balances at June 30, 2018 $ - $ - $ - Charges 11,762 2,988 14,750 Cash payments - (423 ) (423 ) Balances at September 30, 2018 $ 11,762 $ 2,565 $ 14,327 |
Business and Summary of Signi_4
Business and Summary of Significant Accounting Policies - Additional Information (Detail) shares in Thousands | Jun. 02, 2018USD ($)shares | Jun. 01, 2018USD ($)shares | May 31, 2018shares | May 31, 2018 | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Customer | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)Customer |
Significant Of Accounting Policies [Line Items] | |||||||||
Stock split description | The Company effected an 89:1 stock split in May 2018. | On June 1, 2018, the Company effected an 89:1 stock split with respect to its shares of common stock. | |||||||
Stock split conversion ratio | 89.00% | ||||||||
Accounts receivable related to shortfall payments | $ 0 | $ 0 | $ 0 | ||||||
Asset retirement obligation | 28,992,000 | $ 28,992,000 | $ 12,472,000 | ||||||
Accounts Receivable [Member] | Customer Two [Member] | Customer Concentration Risk [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Number of customer | Customer | 2 | ||||||||
Concentration risk, percentage | 13.00% | ||||||||
Accounts Receivable [Member] | Customer One [Member] | Customer Concentration Risk [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Number of customer | Customer | 1 | ||||||||
Concentration risk, percentage | 13.00% | ||||||||
Minimum [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Accounts receivable payment terms | 30 days | ||||||||
Minimum [Member] | Accounts Receivable [Member] | Customer Two [Member] | Customer Concentration Risk [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Concentration risk, percentage | 10.00% | ||||||||
Minimum [Member] | Accounts Receivable [Member] | Customer One [Member] | Customer Concentration Risk [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Concentration risk, percentage | 10.00% | ||||||||
Maximum [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Accounts receivable payment terms | 45 days | ||||||||
Other Operating Expense (Income), Net [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Accretion expense | 789,000 | $ 1,055,000 | $ 1,808,000 | $ 1,431,000 | |||||
Revolver [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Line of credit facility maximum borrowing capacity | $ 200,000,000 | ||||||||
Fairmount Santrol Holdings Inc [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Aggregate payment for merger in cash | 170,000,000 | ||||||||
Fairmount Santrol Holdings Inc [Member] | Other Nonoperating Income (Expense) [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Merger related costs and expenses | $ 2,400,000 | ||||||||
Scr Sibelco Nv [Member] | HPQ Co [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Percentage of business to be disposed off | 100.00% | ||||||||
Number of shares acquired in exchange of interests | shares | 170 | 170 | |||||||
Scr Sibelco Nv [Member] | HPQ Co [Member] | Subsequent to Stock Split [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Number of shares acquired in exchange of interests | shares | 15,097 | ||||||||
Merger Agreement [Member] | Accrued Expenses [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Accrued merger related costs and expenses | 4,816,000 | 4,816,000 | |||||||
Merger Agreement [Member] | Other Nonoperating Income (Expense) [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Merger related costs and expenses | $ 5,600,000 | $ 0 | $ 49,823,000 | $ 0 | |||||
Merger Agreement [Member] | Fairmount Santrol Holdings Inc [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Aggregate payment for merger in cash | $ 170,000,000 | ||||||||
Noncontrolling interest, Ownership Percentage by Noncontrolling Owners | 35.00% | ||||||||
Merger Agreement [Member] | Scr Sibelco Nv [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Remaining equity ownership owned by the parent after the merger | 65.00% | ||||||||
Merger Agreement [Member] | Scr Sibelco Nv [Member] | Revolver [Member] | Barclays Bank PLC [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Line of credit facility maximum borrowing capacity | $ 200,000,000 | ||||||||
Merger Agreement [Member] | Scr Sibelco Nv [Member] | Senior Secured Term Loan [Member] | Barclays Bank PLC [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Proceeds from Issuance of Debt | $ 1,650,000,000 |
Business and Summary of Signi_5
Business and Summary of Significant Accounting Policies - Reconciliation of the Effect of the Reclassification of the Net Benefit Cost in the Company's Condensed Consolidated Statements of Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Selling, general and administrative expenses | $ 43,164 | $ 24,210 | $ 99,765 | $ 66,255 |
Other non-operating expense, net | $ 9,043 | 1,374 | $ 56,159 | 4,449 |
Accounting Standards Update 2017-07 [Member] | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) | 244,694 | 694,110 | ||
Selling, general and administrative expenses | 24,210 | 66,255 | ||
Other non-operating expense, net | 5,104 | 12,634 | ||
Accounting Standards Update 2017-07 [Member] | As Reported [Member] | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) | 245,779 | 697,366 | ||
Selling, general and administrative expenses | 24,813 | 68,063 | ||
Other non-operating expense, net | 3,416 | 7,570 | ||
Accounting Standards Update 2017-07 [Member] | Adjustment [Member] | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) | (1,085) | (3,256) | ||
Selling, general and administrative expenses | (603) | (1,808) | ||
Other non-operating expense, net | $ 1,688 | $ 5,064 |
Merger and Preliminary Purcha_3
Merger and Preliminary Purchase Price Accounting - Additional Information (Detail) - USD ($) | Jun. 01, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | May 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 135,763,000 | $ 135,763,000 | $ 53,512,000 | ||
Fairmount Santrol Holdings Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Date of acquisition | Jun. 1, 2018 | ||||
Fair value of consideration transferred | $ 1,313,660,000 | ||||
Cash consideraion paid | 170,000,000 | ||||
Adjustment to increase depreciation, depletion, and amortization expense resulted of adjustment to property, plant, and equipement | 2,680,000 | ||||
Goodwill | 310,380,000 | ||||
Goodwill expected to be deductible for income tax purposes | 0 | $ 0 | |||
Goodwill allocation description | Goodwill of $82,251 and $228,129 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 it was determined the goodwill allocated to the Energy reporting unit was impaired and it was written off in its entirety. | ||||
Stock-based equity awards exchange ratio | 500.00% | ||||
Merger consideration for value of awards earned | $ 40,414,000 | ||||
Post-merger compensation expense to be recognized over remaining award vesting period | 10,416,000 | $ 10,416,000 | |||
Fairmount Santrol Holdings Inc [Member] | Other Nonoperating Income (Expense) [Member] | |||||
Business Acquisition [Line Items] | |||||
Merger related costs and expenses | $ 2,400,000 | ||||
Fairmount Santrol Holdings Inc [Member] | Industrial [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 82,251,000 | 82,251,000 | |||
Fairmount Santrol Holdings Inc [Member] | Energy [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 228,129,000 | $ 228,129,000 |
Merger and Preliminary Purcha_4
Merger and Preliminary Purchase Price Accounting - Summary of Preliminary Purchase Price Accounting of Acquired Assets and Liabilities Including Measurement Period Adjustments (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 01, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 135,763 | $ 53,512 | |
Fairmount Santrol Holdings Inc [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 105,303 | ||
Inventories, net | 108,005 | ||
Accounts receivable | 159,373 | ||
Property, plant, and equipment, net | 1,637,860 | ||
Intangible assets, net | 148,808 | ||
Prepaid expenses and other assets | 9,563 | ||
Other non-current assets | 14,063 | ||
Total identifiable assets acquired | 2,182,975 | ||
Debt | 748,722 | ||
Other current liabilities | 165,607 | ||
Deferred tax liability | 192,629 | ||
Other long-term liabilities | 72,284 | ||
Total liabilities assumed | 1,179,242 | ||
Net identifiable assets acquired | 1,003,733 | ||
Non-controlling interest | 453 | ||
Goodwill | 310,380 | ||
Total consideration transferred | 1,313,660 | ||
Fairmount Santrol Holdings Inc [Member] | As Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 105,303 | ||
Inventories, net | 107,393 | ||
Accounts receivable | 159,373 | ||
Property, plant, and equipment, net | 1,485,785 | ||
Intangible assets, net | 148,830 | ||
Prepaid expenses and other assets | 9,563 | ||
Other non-current assets | 19,836 | ||
Total identifiable assets acquired | 2,036,083 | ||
Debt | 738,661 | ||
Other current liabilities | 162,885 | ||
Deferred tax liability | 163,730 | ||
Other long-term liabilities | 75,529 | ||
Total liabilities assumed | 1,140,805 | ||
Net identifiable assets acquired | 895,278 | ||
Non-controlling interest | 453 | ||
Goodwill | 418,835 | ||
Total consideration transferred | 1,313,660 | ||
Fairmount Santrol Holdings Inc [Member] | Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Inventories, net | 612 | ||
Property, plant, and equipment, net | 152,075 | ||
Intangible assets, net | (22) | ||
Other non-current assets | (5,773) | ||
Total identifiable assets acquired | 146,892 | ||
Debt | 10,061 | ||
Other current liabilities | 2,722 | ||
Deferred tax liability | 28,899 | ||
Other long-term liabilities | (3,245) | ||
Total liabilities assumed | 38,437 | ||
Net identifiable assets acquired | 108,455 | ||
Goodwill | $ (108,455) |
Merger and Preliminary Purcha_5
Merger and Preliminary Purchase Price Accounting - Summary of Fair Value of Acquired Intangible Assets and Related Estimated Useful Lives (Detail) - USD ($) $ in Thousands | Jun. 01, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Estimated Useful Life | 7 years | 10 years | |
Fairmount Santrol Holdings Inc [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 148,808 | ||
Fairmount Santrol Holdings Inc [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 73,000 | ||
Estimated Useful Life | 6 years | ||
Fairmount Santrol Holdings Inc [Member] | Railcar Leasehold Interests [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 42,500 | ||
Fairmount Santrol Holdings Inc [Member] | Railcar Leasehold Interests [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life | 1 year | ||
Fairmount Santrol Holdings Inc [Member] | Railcar Leasehold Interests [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life | 15 years | ||
Fairmount Santrol Holdings Inc [Member] | Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 17,000 | ||
Estimated Useful Life | 1 year | ||
Fairmount Santrol Holdings Inc [Member] | Technology [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 16,000 | ||
Estimated Useful Life | 12 years | ||
Fairmount Santrol Holdings Inc [Member] | Other [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 308 | ||
Estimated Useful Life | 95 years |
Merger and Preliminary Purcha_6
Merger and Preliminary Purchase Price Accounting - Summary of Pro Forma Financial Information (Detail) - Fairmount Santrol Holdings Inc [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 523,368 | $ 627,858 | $ 1,878,939 | $ 1,645,058 |
Net income | $ (276,194) | $ 47,609 | $ (151,474) | $ 55,948 |
Earnings per share – basic | $ (2.11) | $ 0.40 | $ (1.23) | $ 0.47 |
Earnings per share – diluted | $ (2.11) | $ 0.40 | $ (1.23) | $ 0.47 |
Discontinued Operations - Dispo
Discontinued Operations - Disposition of Unimin's Electronics Segment - Additional Information (Detail) - HPQ Co [Member] - USD ($) shares in Thousands, $ in Thousands | Jun. 02, 2018 | Jun. 01, 2018 | May 31, 2018 | Dec. 31, 2017 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Cash included in other receivables | $ 17,296 | |||
Scr Sibelco Nv [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Shares repurchased as consideration in exchange for disposition of segment | 170 | 170 | ||
Carrying value of net assets transferred | $ 162,109 | |||
Scr Sibelco Nv [Member] | Subsequent to Stock Split [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Shares repurchased as consideration in exchange for disposition of segment | 15,097 |
Discontinued Operations - Dis_2
Discontinued Operations - Disposition of Unimin's Electronics Segment - Carrying Amounts of Major Classes of Assets and Liabilities of Discontinued Operations (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Current assets of discontinued operations | $ 66,906 |
Current liabilities of discontinued operations | 10,027 |
HPQ Co [Member] | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
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 |
Discontinued Operations - Dis_3
Discontinued Operations - Disposition of Unimin's Electronics Segment - Operating Results of Discontinued Operations up to Merger Date (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Major line items constituting income from discontinued operations | |||
Income from discontinued operations, net of tax | $ 2,441 | $ 12,587 | $ 12,521 |
HPQ Co [Member] | |||
Major line items constituting income from discontinued operations | |||
Revenues | 38,682 | 74,015 | 111,165 |
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) | 27,946 | 46,442 | 75,604 |
Selling, general and administrative expenses | 3,500 | 8,762 | 10,500 |
Depreciation, depletion and amortization expense | 3,105 | 4,072 | 8,821 |
Other operating income | (78) | (69) | (112) |
Income from discontinued operations before provision for income taxes | 4,209 | 14,808 | 16,352 |
Provision for income taxes | 1,768 | 2,221 | 3,831 |
Income from discontinued operations, net of tax | $ 2,441 | $ 12,587 | $ 12,521 |
Discontinued Operations - Dis_4
Discontinued Operations - Disposition of Unimin's Electronics Segment - Significant Operating and Investing Cash and Noncash Items of Discontinued Operations (Detail) - HPQ Co [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Depreciation, depletion and amortization expense | $ 3,105 | $ 4,072 | $ 8,821 |
Capital expenditures | $ 3,549 | $ 435 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 01, 2018USD ($)$ / sharesshares | May 31, 2018 | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2017shares |
Stockholders Equity Note [Line Items] | |||||
Cash Redemption | $ | $ (520,377) | ||||
Proceeds from borrowings on Term Loan | $ | $ 1,650,000 | $ 49,815 | |||
Stock split, ratio | 89 | 89 | |||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 178,000,000 | ||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | |||
Preferred stock, par value | $ / shares | $ 1 | $ 0.01 | |||
Subsequent to Stock Split [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Preferred stock, par value | $ / shares | $ 0.01 | ||||
Common Stock [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Redemption of shares | (18,528,000) | ||||
Common Stock [Member] | Fairmount Santrol [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Shares received by stockholders of acquiree | 45,044,000 | ||||
Scr Sibelco Nv [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Cash Redemption | $ | $ 520,377 | ||||
Proceeds from borrowings on Term Loan | $ | $ 1,650,000 | ||||
Scr Sibelco Nv [Member] | Common Stock [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Redemption of shares | 208,000 | ||||
Scr Sibelco Nv [Member] | Common Stock [Member] | Subsequent to Stock Split [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Redemption of shares | 18,528,000 | ||||
Scr Sibelco Nv [Member] | HPQ Co [Member] | Common Stock [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Redemption of shares | 170,000 | ||||
Scr Sibelco Nv [Member] | HPQ Co [Member] | Common Stock [Member] | Subsequent to Stock Split [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Redemption of shares | 15,097,000 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 27,559 | $ 16,393 |
Work-in-process | 23,897 | 1,738 |
Finished goods | 78,368 | 35,905 |
Spare parts | 37,907 | 25,923 |
Inventories, net | $ 167,731 | $ 79,959 |
Inventories, net - Additional I
Inventories, net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | |
Inventory [Line Items] | |||
Inventories write-down | $ 6,744 | ||
Cost of Goods Sold [Member] | Energy [Member] | |||
Inventory [Line Items] | |||
Inventories write-down | $ 6,744 | ||
Fairmount Santrol Holdings Inc [Member] | Fair Value Adjustments in Inventory [Member] | |||
Inventory [Line Items] | |||
Fair value adjustments in inventory | $ 38,409 | ||
Fairmount Santrol Holdings Inc [Member] | Fair Value Adjustments in Inventory [Member] | Spare Parts [Member] | |||
Inventory [Line Items] | |||
Fair value adjustments in inventory | 7,593 | ||
Fairmount Santrol Holdings Inc [Member] | Fair Value Adjustments in Inventory [Member] | Cost of Goods Sold [Member] | |||
Inventory [Line Items] | |||
Fair value adjustments in inventory | $ 5,526 | $ 24,720 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of Property, Plant, and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 3,939,514 | $ 2,191,020 |
Accumulated depletion and depreciation | (1,167,250) | (1,054,916) |
Property, plant, and equipment, net | 2,772,264 | 1,136,104 |
Land and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 210,380 | 151,374 |
Mineral Rights Properties [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 1,315,276 | 266,627 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 1,403,457 | 1,045,811 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 506,504 | 341,218 |
Railroad Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 154,244 | 147,345 |
Furniture, Fixtures and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 4,381 | 3,657 |
Assets Under Construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 345,272 | $ 234,988 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | ||
Write-down of assets | $ 12,300 | $ 37,214 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Series D Notes | $ 100,000 | |
Industrial Revenue Bond | $ 10,000 | |
Capital leases, net | 7,554 | |
Other borrowings | 1,916 | 2,371 |
Deferred financing costs, net | (32,807) | |
Long term debt | 1,632,538 | 417,012 |
Less: current portion | (20,126) | (50,045) |
Long-term debt including leases | 1,612,412 | 366,967 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Term Loans | $ 1,645,875 | |
Unimin Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Term Loans | $ 314,641 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Jun. 01, 2018USD ($) | Feb. 01, 2017USD ($) | Dec. 16, 2009USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018 | Sep. 30, 2018CAD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017Loan | Jul. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 1,632,538,000 | $ 417,012,000 | ||||||||
Available capacity remaining on the revolving credit facility | 188,121,000 | |||||||||
Letter of credit outstanding | $ 1,900,000 | 1,900,000 | ||||||||
Series D Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument borrowings, maturity date | Dec. 16, 2019 | |||||||||
Debt instrument, frequency of periodic payment | Interest on the Series D Notes was payable semiannually. | |||||||||
Debt instrument face amount | $ 100,000,000 | |||||||||
Debt instrument, interest rate, stated percentage | 5.48% | |||||||||
Debt instrument, periodic payment principal percentage | 100.00% | |||||||||
Debt instrument, discount rate over yield to maturity, percentage | 0.50% | |||||||||
Prepayment penalty | $ 4,021,000 | |||||||||
Series D Notes [Member] | Deferred Financing Fees [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalty | 1,809,000 | |||||||||
Series D Notes [Member] | Interest Expense, Net [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on debt modification | 1,147,000 | |||||||||
Series D Notes [Member] | Other Non-operating Expense, Net [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalty | $ 2,213,000 | |||||||||
Industrial Revenue Bond [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument borrowings, maturity date | Sep. 1, 2027 | |||||||||
Debt instrument, interest rate | 1.59% | 1.59% | ||||||||
Debt instrument face amount | $ 10,000,000 | |||||||||
Debt instrument, collateralized by letter of credit | 10,000,000 | |||||||||
Bank Overdrafts [Member] | Subsidiaries [Member] | Canada [Member] | Bank of Montreal [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility maximum borrowing capacity | $ 2,000,000 | |||||||||
Line of credit | $ 0 | $ 0 | ||||||||
Line of credit, interest rate | 4.70% | 4.70% | 4.20% | |||||||
Term Loan One [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument borrowings, maturity date | Aug. 1, 2018 | |||||||||
Debt instrument, description of variable rate basis | 6-month LIBOR USD plus a margin of 127 basis points | |||||||||
Debt instrument face amount | $ 49,600,000 | |||||||||
Debt instrument, variable interest rate | 2.73% | |||||||||
Promissory Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 1.00% | 1.00% | 4.11% | |||||||
Debt instrument, interest rate description | Two of these unrelated parties had interest rates of 1.0% and 4.11% at September 30, 2018 and December 31, 2017. The promissory note’s third unrelated party does not require any interest payments. | |||||||||
Incremental Term Loan Credit Facilities and Revolver [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility maximum borrowing capacity | $ 250,000,000 | |||||||||
Revolver [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument borrowings, maturity date | Jun. 1, 2023 | |||||||||
Debt instrument, frequency of periodic payment | quarterly | |||||||||
Debt instrument, description of variable rate basis | 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%. | |||||||||
Line of credit facility maximum borrowing capacity | $ 200,000,000 | |||||||||
Debt instrument, interest rate | 5.80% | 5.80% | ||||||||
Debt instrument, financing fee | 0.50% | |||||||||
Maximum total net leverage ratio | 450.00% | |||||||||
Available capacity remaining on the revolving credit facility | $ 200,000,000 | |||||||||
Letter of credit outstanding | 11,879,000 | |||||||||
Line of credit | $ 0 | |||||||||
Revolver [Member] | Scenario Forecast [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum total net leverage ratio | 400.00% | |||||||||
Silfin Credit Facility [Member] | Bank Overdrafts [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit | $ 0 | |||||||||
Line of credit facility, current overdraft limit | $ 20,000,000 | |||||||||
Minimum [Member] | Series D Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest coverage ratio covenant | 300.00% | |||||||||
Debt instrument, prepayment of debt | $ 5,000,000 | |||||||||
Maximum [Member] | Series D Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, consolidated EBITDA ratio covenant | 325.00% | |||||||||
Maximum [Member] | Incremental Term Loan Credit Facilities and Revolver [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility pro-forma leverage ratio on effect of incremental credit capacity | 275.00% | |||||||||
Maximum [Member] | Senior Unsecured Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility pro-forma leverage ratio | 375.00% | |||||||||
Maximum [Member] | Senior Secured Debt Collateralized on Junior Basis [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility pro-forma leverage ratio | 325.00% | |||||||||
Maximum [Member] | Senior Secured Debt Collateralized on Pari Passu Basis [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility pro-forma leverage ratio | 275.00% | |||||||||
Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term Loans | $ 1,650,000,000 | |||||||||
Debt instrument borrowings, maturity date | Jun. 1, 2025 | |||||||||
Debt instrument, frequency of periodic payment | quarterly | |||||||||
Debt instrument, quarterly principal payment | $ 4,125,000 | |||||||||
Debt instrument, periodic payment, start date | Sep. 30, 2018 | |||||||||
Debt instrument, periodic payment, end date | Mar. 31, 2025 | |||||||||
Debt instrument, description of variable rate basis | 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 (hereinafter defined) | |||||||||
Debt instrument refinance description | Should the Company choose to refinance the Term Loan, it would be subject to a 1.00% premium if refinanced at a lower interest rate within nine months of the Merger Date. | |||||||||
Percentage of premium for refinance within six months of merger date | 1.00% | |||||||||
Debt Instrument, Covenant Description | There are no financial covenants governing the Term Loan | |||||||||
Debt instrument, interest rate | 6.10% | 6.10% | ||||||||
Term Loan [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 150,000,000 | |||||||||
Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of outstanding term loans | Loan | 2 | |||||||||
Debt instrument, fixed interest rate | 4.09% | |||||||||
LIBOR [Member] | Revolver [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable margin on interest rate | 1.00% | |||||||||
LIBOR [Member] | Minimum [Member] | Revolver [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable margin on interest rate | 3.00% | |||||||||
LIBOR [Member] | Maximum [Member] | Revolver [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable margin on interest rate | 3.75% | |||||||||
LIBOR [Member] | Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument floor rate | 1.00% | |||||||||
LIBOR [Member] | Term Loan [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable margin on interest rate | 3.25% | |||||||||
LIBOR [Member] | Term Loan [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable margin on interest rate | 4.00% | |||||||||
Federal Funds Open Rate [Member] | Revolver [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable margin on interest rate | 0.50% | |||||||||
LIBOR USD -6 month [Member] | Term Loan One [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable margin on interest rate | 1.27% |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued bonus & other benefits | $ 34,137 | $ 20,427 |
Accrued Merger related costs | 4,816 | 13,030 |
Accrued restructuring charges | 14,327 | |
Accrued insurance | 6,482 | 8,218 |
Accrued property taxes | 7,936 | 1,773 |
Accrual for HPQ Co. | 17,296 | |
Other accrued expenses | 36,449 | 27,464 |
Accrued expenses | $ 104,147 | $ 88,208 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Payables And Accruals [Abstract] | |
Accrual for HPQ Co. | $ 17,296 |
Earnings per Share - Computatio
Earnings per Share - Computation of Basic and Diluted Earnings per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerators: | ||||
Net income (loss) from continuing operations attributable to Covia Holdings Corporation | $ (288,794) | $ 27,703 | $ (234,946) | $ 71,264 |
Income from discontinued operations, net of tax | 2,441 | 12,587 | 12,521 | |
Net income (loss) attributable to Covia Holdings Corporation | $ (288,794) | $ 30,144 | $ (222,359) | $ 83,785 |
Denominator: | ||||
Basic weighted average shares outstanding | 131,154 | 119,645 | 123,604 | 119,645 |
Diluted weighted average shares outstanding | 131,154 | 119,645 | 123,604 | 119,645 |
Continuing operations earnings (loss) per common share – basic | $ (2.20) | $ 0.23 | $ (1.90) | $ 0.60 |
Continuing operations earnings (loss) per common share – diluted | (2.20) | 0.23 | (1.90) | 0.60 |
Discontinued operations earnings per common share – basic | 0.02 | 0.10 | 0.10 | |
Discontinued operations earnings per common share – diluted | 0.02 | 0.10 | 0.10 | |
Earnings (loss) per common share – basic | (2.20) | 0.25 | (1.80) | 0.70 |
Earnings (loss) per common share – diluted | $ (2.20) | $ 0.25 | $ (1.80) | $ 0.70 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) shares in Thousands | Jun. 01, 2018 | May 31, 2018 | Sep. 30, 2018shares | Sep. 30, 2018shares |
Earnings Per Share [Abstract] | ||||
Stock split description | The Company effected an 89:1 stock split in May 2018. | On June 1, 2018, the Company effected an 89:1 stock split with respect to its shares of common stock. | ||
Stock split, ratio | 89 | 89 | ||
Potential common share, diluted weighted average share outstanding | 2,215 | 996 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) $ in Thousands | Jun. 01, 2018Agreement | Sep. 30, 2018USD ($) |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Number of interest rate swap agreements | Agreement | 2 | |
Amount expected to be reclassified into interest expense within next twelve months | $ | $ 1,461 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Interest Rate Swap Agreements (Detail) - Designated as Hedging Instrument [Member] - Cash Flow Hedges [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Derivative [Line Items] | |
Notional Value | $ 510,000 |
Percentage of Term Loan Outstanding | 31.00% |
Interest Rate Swap Agreement One [Member] | |
Derivative [Line Items] | |
Maturity Date | Jun. 1, 2023 |
Rate | 2.81% |
Notional Value | $ 100,000 |
Debt Instrument Hedged | Term Loan |
Percentage of Term Loan Outstanding | 6.00% |
Interest Rate Swap Agreement Two [Member] | |
Derivative [Line Items] | |
Maturity Date | Jun. 1, 2025 |
Rate | 2.87% |
Notional Value | $ 200,000 |
Debt Instrument Hedged | Term Loan |
Percentage of Term Loan Outstanding | 12.00% |
Interest Rate Swap Agreement Three [Member] | |
Derivative [Line Items] | |
Maturity Date | Sep. 5, 2019 |
Rate | 2.92% |
Notional Value | $ 210,000 |
Debt Instrument Hedged | Term Loan |
Percentage of Term Loan Outstanding | 13.00% |
Derivative Instruments - Fair V
Derivative Instruments - Fair Values of Derivative Instrument and Respective Classification in Condensed Consolidated Balance Sheets (Detail) - Interest Rate Swap Agreements [Member] - Designated as Hedging Instrument [Member] - Cash Flow Hedges [Member] $ in Thousands | Sep. 30, 2018USD ($) |
Derivatives, Fair Value [Line Items] | |
Derivative, fair value | $ 3,396 |
Other Non-Current Assets [Member] | |
Derivatives, Fair Value [Line Items] | |
Derivative assets | 3,806 |
Other Non-Current Liabilities [Member] | |
Derivatives, Fair Value [Line Items] | |
Derivative liabilities | $ (410) |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Detail) - Cash Flow Hedges [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Location of Loss Recognized on Derivative | Interest expense, net | Interest expense, net | Interest expense, net | Interest expense, net |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreements [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in OCI | $ 440 | $ 440 | ||
Location of Loss Recognized on Derivative | Interest expense | |||
Amount of Loss Reclassified from Accumulated Other Comprehensive Income | $ 470 | $ 470 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Interest expense, net | $ (23,530) | $ (5,104) | $ (35,325) | $ (12,634) |
Cash Flow Hedges [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Location of Loss on Derivative | Interest expense, net | Interest expense, net | Interest expense, net | Interest expense, net |
Interest expense, net | $ 23,530 | $ 5,104 | $ 35,325 | $ 12,634 |
Interest Rate Swap Agreements [Member] | Cash Flow Hedges [Member] | Interest Expense [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of loss reclassified from accumulated other comprehensive income | $ 470 | $ 470 |
Derivative Instruments - Sche_3
Derivative Instruments - Schedule of Effect of Derivative Financial Instruments Not Designated as Hedging Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivatives, Fair Value [Line Items] | ||||
Interest expense | $ (23,530) | $ (5,104) | $ (35,325) | $ (12,634) |
Interest Rate Swap Agreements [Member] | Accumulated Net Gain from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | Interest Expense [Member] | Derivatives Not Designated as Cash Flow Hedges [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Interest expense | $ 1,141 | $ 2,658 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value for Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | $ 1,540,664 | $ 376,000 |
Term Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 1,530,664 | |
Industrial Revenue Bond [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 10,000 | |
Unimin Term Loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 272,000 | |
Series D Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 104,000 | |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 1,540,664 | 376,000 |
Other Observable Inputs (Level 2) [Member] | Term Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 1,530,664 | |
Other Observable Inputs (Level 2) [Member] | Industrial Revenue Bond [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | $ 10,000 | |
Other Observable Inputs (Level 2) [Member] | Unimin Term Loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 272,000 | |
Other Observable Inputs (Level 2) [Member] | Series D Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | $ 104,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Carried at Fair Value (Detail) - Recurring Fair Value Measurements [Member] $ in Thousands | Sep. 30, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | $ 3,396 |
Interest Rate Swap Agreements [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Interest rate swap agreements | 3,396 |
Other Observable Inputs (Level 2) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 3,396 |
Other Observable Inputs (Level 2) [Member] | Interest Rate Swap Agreements [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Interest rate swap agreements | $ 3,396 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options expiration, description | 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. | ||
Options expiration period | 10 years | ||
Stock compensation expense | $ 2,654 | $ 3,447 | |
Stock compensation expense related to accelerated vesting | $ 2,400 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
RSUs issued | 168 | ||
Average grant date fair value | $ 18.56 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Share Based Compensation Activity of Option and Non-option Instruments (Detail) shares in Thousands | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options, Assumed through acquisition | shares | 2,537 |
Options, Exercised or distributed | shares | (1) |
Options, Forfeited | shares | (8) |
Options, Expired | shares | (9) |
Options, Outstanding Ending Balance | shares | 2,519 |
Weighted Average Exercise Price, Options, Assumed through acquisitions | $ / shares | $ 33.85 |
Weighted Average Exercise Price, Options, Exercised or distributed | $ / shares | 10.20 |
Weighted Average Exercise Price, Options, Forfeited | $ / shares | 44.69 |
Weighted Average Exercise Price, Options, Expired | $ / shares | 56.83 |
Weighted Average Exercise Price, Options, Outstanding Ending Balance | $ / shares | $ 33.75 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Assumed through acquisition | shares | 665 |
Granted | shares | 168 |
Exercised or distributed | shares | (58) |
Forfeited | shares | (5) |
Outstanding Ending Balance | shares | 770 |
Weighted Average Price at Issue Date, Assumed through acquisition | $ / shares | $ 28.09 |
Weighted Average Price at Issue Date, Granted | $ / shares | 18.56 |
Weighted Average Price at Issue Date, Exercised or distributed | $ / shares | 25.97 |
Weighted Average Price at Issue Date, Forfeited | $ / shares | 28 |
Weighted Average Price at Issue Date, Outstanding Ending Balance | $ / shares | $ 26.17 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Expense (benefit) from income taxes | $ (16,848,000) | $ 20,090,000 | $ (524,000) | $ 36,460,000 |
Income(loss) before income taxes | $ (305,674,000) | $ 47,793,000 | $ (235,396,000) | $ 107,724,000 |
Effective income tax rate | 0.20% | 33.80% | ||
Effective income tax rate excluding impact of goodwill impairment | 7.20% | |||
Tax Act 2017, Adjustments to previous estimates | $ 0 |
Pension and other Post-Employ_3
Pension and other Post-Employment Benefits - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018USD ($) | Sep. 30, 2018USD ($)PlanPension_Plan | Sep. 30, 2018USD ($)LocationPlanPension_Plan | Sep. 30, 2017USD ($) | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Curtailment gain in connection with transfer of HPQ to Sibelco | $ | $ 5,193 | ||||
Net periodic benefit costs settlement loss | $ | $ 2,566 | $ 2,566 | |||
Employer contributions | $ | 11,227 | $ 6,561 | |||
Expected employer contributions | $ | $ 12,932 | $ 12,932 | |||
Measurement of obligation under the plan, discount rate | 4.15% | 4.15% | 3.50% | ||
Fairmount Santrol [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of defined benefit pension plans | Pension_Plan | 2 | 2 | |||
CANADA [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of defined benefit retirement plans | 3 | 3 | |||
Number of post-retirement medical plans | 2 | 2 | |||
CANADA [Member] | Hourly Employees [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of defined benefit retirement plans | 2 | 2 | |||
CANADA [Member] | Salaried Employees [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of defined benefit retirement plans | 1 | 1 | |||
MEXICO [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of retirement plans | 4 | ||||
Pension Plans [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of unionized locations | Location | 3 | ||||
Seniority Premium Plan [Member] | MEXICO [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of retirement plans | 2 |
Pension and other Post-Employ_4
Pension and other Post-Employment Benefits - Components of Net Periodic Benefit Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Pension Plans [Member] | ||||
Components of net periodic benefit cost | ||||
Service cost | $ 1,355 | $ 2,020 | $ 5,747 | $ 6,060 |
Interest cost | 2,487 | 2,398 | 7,188 | 7,194 |
Expected return on plan assets | (2,712) | (2,494) | (8,147) | (7,482) |
Amortization of prior service cost | 136 | 138 | 410 | 414 |
Amortization of net actuarial loss | 1,053 | 1,211 | 3,658 | 3,633 |
Recognized settlement loss | 3,005 | 80 | 3,005 | 240 |
Net periodic benefit cost | 5,324 | 3,353 | 11,861 | 10,059 |
Post Retirement Medical Plans [Member] | ||||
Components of net periodic benefit cost | ||||
Service cost | 266 | 246 | 798 | 738 |
Interest cost | 209 | 218 | 627 | 654 |
Amortization of net actuarial loss | 122 | 145 | 366 | 435 |
Net periodic benefit cost | $ 597 | $ 609 | $ 1,791 | $ 1,827 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | $ (137,400) | $ (155,388) |
Accumulated other comprehensive loss, Tax Effect | 24,067 | 27,160 |
Accumulated other comprehensive loss | (113,333) | (128,228) |
Foreign Currency Translation Adjustments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | (49,042) | (54,571) |
Accumulated other comprehensive loss | (49,042) | (54,571) |
Amounts Related to Employee Benefit Obligations [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | (89,538) | (100,817) |
Accumulated other comprehensive loss, Tax Effect | 24,337 | 27,160 |
Accumulated other comprehensive loss | (65,201) | $ (73,657) |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | 1,180 | |
Accumulated other comprehensive loss, Tax Effect | (270) | |
Accumulated other comprehensive loss | $ 910 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss by Component (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | $ 1,225,315 |
Other comprehensive income before reclassifications | 11,944 |
Amounts reclassified from accumulated other comprehensive loss | 2,951 |
Ending balances | 1,485,401 |
Foreign Currency Translation Adjustments [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (54,571) |
Other comprehensive income before reclassifications | 5,529 |
Ending balances | (49,042) |
Amounts Related to Employee Benefit Obligations [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (73,657) |
Other comprehensive income before reclassifications | 5,975 |
Amounts reclassified from accumulated other comprehensive loss | 2,481 |
Ending balances | (65,201) |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Other comprehensive income before reclassifications | 440 |
Amounts reclassified from accumulated other comprehensive loss | 470 |
Ending balances | 910 |
Accumulated Other Comprehensive Loss [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (128,228) |
Ending balances | $ (113,333) |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($)Lawsuit | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)LawsuitClaim | Sep. 30, 2017USD ($) | |
Commitments and Contingencies [Line Items] | ||||
Total operating lease rental expense | $ 29,748 | $ 12,796 | $ 62,973 | $ 37,250 |
Number of claims dismissed | Claim | 8 | |||
Total royalty expense | $ 1,548 | $ 989 | $ 3,728 | $ 2,455 |
Active Silica Related Products Liability [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Number of lawsuits pending | Lawsuit | 81 | 81 |
Transactions with Related Par_2
Transactions with Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 01, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | May 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||||||
Sales to related party | $ 2,076 | $ 1,803 | $ 4,778 | $ 7,922 | |||
Accounts receivable from related parties | 815 | 815 | $ 2,878 | ||||
Purchases from related parties | 196 | 2,231 | 5,367 | 9,606 | |||
Accounts payable to related parties | 544 | 544 | $ 7,692 | ||||
Ceramics Products [Member] | North America and Mexico [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of commission on revenue earns by entity | 10.00% | ||||||
Scr Sibelco Nv [Member] | Performance Coatings and Polymer Solutions [Member] | North America and Mexico [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of commission on revenue | 5.00% | ||||||
Scr Sibelco Nv [Member] | Performance Coatings and Polymer Solutions [Member] | Outside of North America and Mexico [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of commission on revenue | 10.00% | ||||||
Scr Sibelco Nv [Member] | Ceramics and Sanitary Ware [Member] | Outside of North America and Mexico [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of commission on revenue | 5.00% | ||||||
HPQ Co [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Sales to related party | 287 | 392 | |||||
Unimin [Member] | Siflin [Member] | Term Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest expense, net | 3,181 | 9,100 | |||||
Selling, General and Administrative Expenses [Member] | Scr Sibelco Nv [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Commission expense | $ 329 | $ 1,073 | |||||
Selling, General and Administrative Expenses [Member] | Unimin [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Management and administrative services | $ 338 | $ 2,445 | $ 1,667 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 9 Months Ended | |
Sep. 30, 2018CustomerSegment | Sep. 30, 2017Customer | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 2 | |
Number of customers | Customer | 1 | 1 |
Customer Concentration Risk [Member] | Revenues [Member] | Customer One [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated net revenues | 14.00% | 13.00% |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | ||||
Revenues | $ 523,368 | $ 347,808 | $ 1,401,607 | $ 959,199 |
Segment gross profit | ||||
Segment gross profit | 117,766 | 103,114 | 380,375 | 265,089 |
Operating expenses excluded from segment gross profit | ||||
Selling, general, and administrative | 43,164 | 24,210 | 99,765 | 66,255 |
Depreciation, depletion, and amortization | 68,584 | 24,639 | 132,459 | 72,197 |
Goodwill and other asset impairments | 265,343 | 277,643 | ||
Restructuring charges | 14,750 | 14,750 | ||
Other operating expense (income), net | (974) | (6) | (330) | 1,830 |
Interest expense, net | 23,530 | 5,104 | 35,325 | 12,634 |
Other non-operating expense, net | 9,043 | 1,374 | 56,159 | 4,449 |
Income (loss) from continuing operations before provision (benefit) for income taxes | (305,674) | 47,793 | (235,396) | 107,724 |
Energy [Member] | ||||
Revenues | ||||
Revenues | 324,606 | 185,693 | 858,813 | 473,299 |
Segment gross profit | ||||
Segment gross profit | 60,961 | 55,940 | 227,744 | 122,004 |
Industrial [Member] | ||||
Revenues | ||||
Revenues | 198,762 | 162,115 | 542,794 | 485,900 |
Segment gross profit | ||||
Segment gross profit | $ 56,805 | $ 47,174 | $ 152,631 | $ 143,085 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Goodwill [Line Items] | |||||
Goodwill | $ 135,763 | $ 135,763 | $ 53,512 | ||
Estimated Useful Life | 7 years | 10 years | |||
Amortization expense | $ 10,481 | $ 693 | $ 14,892 | $ 2,062 | $ 2,945 |
Energy [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill impairment charge | $ 228,129 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Beginning balance | $ 52,196 | $ 55,328 | $ 55,328 | ||
Less: HPQ Co. assets | (3,132) | ||||
Assets acquired | 148,808 | 0 | |||
Ending balance | $ 201,004 | 201,004 | 52,196 | ||
Accumulated amortization, beginning balance | (26,600) | (25,222) | (25,222) | ||
Less: HPQ Co. accumulated amortization | 1,567 | ||||
Amortization for the period | (10,481) | $ (693) | (14,892) | $ (2,062) | (2,945) |
Accumulated amortization, ending balance | (41,492) | (41,492) | (26,600) | ||
Intangible assets, net | $ 159,512 | $ 159,512 | $ 25,596 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense Related Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2,018 | $ 10,499 | |
2,019 | 31,502 | |
2,020 | 23,347 | |
2,021 | 21,975 | |
2,022 | 21,274 | |
Thereafter | 50,915 | |
Total | $ 159,512 | $ 25,596 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2018Facility | |
Energy [Member] | |
Restructuring Cost And Reserve [Line Items] | |
Number of facilities idled operations | 4 |
Restructuring Charges - Summary
Restructuring Charges - Summary of Restructuring Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Restructuring Cost And Reserve [Line Items] | ||
Severance and relocation costs | $ 12,655 | $ 12,655 |
Contract termination costs | 2,095 | 2,095 |
Total restructuring charges | 14,750 | 14,750 |
Merger-Related [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance and relocation costs | 11,762 | 11,762 |
Total restructuring charges | 11,762 | 11,762 |
Idled Facilities [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance and relocation costs | 893 | 893 |
Contract termination costs | 2,095 | 2,095 |
Total restructuring charges | $ 2,988 | $ 2,988 |
Restructuring Charges - Summa_2
Restructuring Charges - Summary of Restructuring Reserve Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Restructuring Cost And Reserve [Line Items] | ||
Balances at June 30, 2018 | ||
Restructuring charges | $ 14,750 | $ 14,750 |
Cash payments | (423) | |
Balances at September 30, 2018 | 14,327 | 14,327 |
Merger-Related [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Balances at June 30, 2018 | ||
Restructuring charges | 11,762 | 11,762 |
Balances at September 30, 2018 | 11,762 | 11,762 |
Idled Facilities [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Balances at June 30, 2018 | ||
Restructuring charges | 2,988 | 2,988 |
Cash payments | (423) | |
Balances at September 30, 2018 | $ 2,565 | $ 2,565 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Nov. 06, 2018Mining_Operation | |
Subsequent Event [Line Items] | ||||
Restructuring charges | $ 14,750 | $ 14,750 | ||
Idled Facilities [Member] | ||||
Subsequent Event [Line Items] | ||||
Restructuring charges | $ 2,988 | $ 2,988 | ||
Scenario Forecast [Member] | Idled Facilities [Member] | ||||
Subsequent Event [Line Items] | ||||
Restructuring charges | $ 2,000 | |||
Voca, Texas [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of mining operations plans to idle | Mining_Operation | 2 |