Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 07, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CVIA | |
Entity Registrant Name | COVIA HOLDINGS CORPORATION | |
Entity Central Index Key | 0001722287 | |
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 | 131,446,747 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 428,246,000 | $ 369,821,000 |
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) | 361,560,000 | 260,319,000 |
Operating expenses | ||
Selling, general and administrative expenses | 41,960,000 | 25,224,000 |
Depreciation, depletion and amortization expense | 58,095,000 | 27,131,000 |
Restructuring charges | 2,002,000 | 0 |
Other operating income, net | (6,859,000) | |
Operating income (loss) from continuing operations | (28,512,000) | 57,147,000 |
Interest expense, net | 25,603,000 | 2,298,000 |
Other non-operating expense, net | 2,187,000 | 8,193,000 |
Income (loss) from continuing operations before provision (benefit) for income taxes | (56,302,000) | 46,656,000 |
Provision (benefit) for income taxes | (4,054,000) | 9,870,000 |
Net income (loss) from continuing operations | (52,248,000) | 36,786,000 |
Less: Net income from continuing operations attributable to the non-controlling interest | (3,000) | |
Net income (loss) from continuing operations attributable to Covia Holdings Corporation | (52,245,000) | 36,786,000 |
Income from discontinued operations, net of tax | 8,756,000 | |
Net income (loss) attributable to Covia Holdings Corporation | $ (52,245,000) | $ 45,542,000 |
Continuing operations earnings (loss) per share | ||
Basic | $ (0.40) | $ 0.31 |
Diluted | (0.40) | 0.31 |
Earnings (loss) per share | ||
Basic | (0.40) | 0.38 |
Diluted | $ (0.40) | $ 0.38 |
Weighted average number of shares outstanding | ||
Basic | 131,287 | 119,645 |
Diluted | 131,287 | 119,645 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income (loss) from continuing operations | $ (52,248) | $ 36,786 |
Income from discontinued operations, net of tax | 8,756 | |
Net income (loss) before other comprehensive income (loss) | (52,248) | 45,542 |
Other comprehensive income (loss), before tax | ||
Foreign currency translation adjustments | 2,301 | 8,840 |
Employee benefit obligations | 4,902 | 1,564 |
Amortization and change in fair value of derivative instruments | (7,841) | |
Total other comprehensive income (loss), before tax | (638) | 10,404 |
Provision (benefit) for income taxes related to items of other comprehensive income | (521) | 470 |
Comprehensive income (loss), net of tax | (52,365) | 55,476 |
Comprehensive income attributable to the non-controlling interest | (3) | |
Comprehensive income (loss) attributable to Covia Holdings Corporation | $ (52,362) | $ 55,476 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 37,292 | $ 134,130 |
Accounts receivable, net of allowance for doubtful accounts of $4,426 and $4,488 at March 31,2019 and December 31, 2018, respectively | 312,052 | 267,268 |
Inventories, net | 160,466 | 162,970 |
Other receivables | 28,273 | 40,306 |
Prepaid expenses and other current assets | 25,388 | 20,941 |
Total current assets | 563,471 | 625,615 |
Property, plant and equipment, net | 2,800,885 | 2,834,361 |
Operating right-of-use assets, net | 422,897 | |
Deferred tax assets, net | 8,068 | 8,740 |
Goodwill | 131,655 | 131,655 |
Intangibles, net | 92,931 | 137,113 |
Other non-current assets | 23,526 | 18,633 |
Total assets | 4,043,433 | 3,756,117 |
Current liabilities | ||
Current portion of long-term debt | 15,700 | 15,482 |
Operating lease liabilities, current | 73,305 | |
Accounts payable | 125,428 | 145,070 |
Accrued expenses | 103,833 | 130,161 |
Total current liabilities | 318,266 | 290,713 |
Long-term debt | 1,611,201 | 1,612,887 |
Operating lease liabilities, non-current | 315,841 | |
Employee benefit obligations | 53,349 | 54,789 |
Deferred tax liabilities, net | 256,108 | 267,350 |
Other non-current liabilities | 83,336 | 75,425 |
Total liabilities | 2,638,101 | 2,301,164 |
Commitments and contingent liabilities (Note 16) | ||
Equity | ||
Preferred stock $0.01 par value, 15000 authorized shares at March 31, 2019 and December 31, 2018 Shares outstanding: 0 at March 31, 2019 and December 31, 2018 | ||
Common stock: $0.01 par value, 750,000 authorized shares at March 31, 2019 and December 31, 2018 Shares issued: 158,195 at March 31, 2019 and December 31, 2018 Shares outstanding: 131,420 and 131,188 at March 31, 2019 and December 31, 2018, respectively | 1,777 | 1,777 |
Additional paid-in capital | 386,585 | 388,027 |
Retained earnings | 1,595,714 | 1,647,959 |
Accumulated other comprehensive loss | (95,342) | (95,225) |
Total equity attributable to Covia Holdings Corporation before treasury stock | 1,888,734 | 1,942,538 |
Less: Treasury stock at cost Shares in treasury: 26,775 and 27,007 at March 31, 2019 and December 31, 2018, respectively | (483,956) | (488,141) |
Total equity attributable to Covia Holdings Corporation | 1,404,778 | 1,454,397 |
Non-controlling interest | 554 | 556 |
Total equity | 1,405,332 | 1,454,953 |
Total liabilities and equity | $ 4,043,433 | $ 3,756,117 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 4,426 | $ 4,488 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 158,195,000 | 158,195,000 |
Common stock, shares outstanding | 131,420,000 | 131,188,000 |
Shares in treasury | 26,775,000 | 27,007,000 |
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, 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) | 45,542 | 45,542 | 45,542 | |||||
Other comprehensive income (loss) | 9,934 | 9,934 | 9,934 | |||||
Ending balances at Mar. 31, 2018 | 1,280,791 | $ 1,777 | 43,941 | 1,963,999 | (118,294) | $ (610,632) | 1,280,791 | |
Ending balances, shares at Mar. 31, 2018 | 119,645 | 38,550 | ||||||
Beginning balances at Dec. 31, 2018 | 1,454,953 | $ 1,777 | 388,027 | 1,647,959 | (95,225) | $ (488,141) | 1,454,397 | $ 556 |
Beginning balances, shares at Dec. 31, 2018 | 131,188 | 27,007 | ||||||
Net income (loss) | (52,248) | (52,245) | (52,245) | (3) | ||||
Other comprehensive income (loss) | (117) | (117) | (117) | |||||
Share-based awards exercised or distributed | (24) | (4,209) | $ 4,185 | (24) | ||||
Share-based awards exercised or distributed, shares | 232 | (232) | ||||||
Stock compensation expense | 2,767 | 2,767 | 2,767 | |||||
Transactions with non-controlling interest | 1 | 1 | ||||||
Ending balances at Mar. 31, 2019 | $ 1,405,332 | $ 1,777 | $ 386,585 | $ 1,595,714 | $ (95,342) | $ (483,956) | $ 1,404,778 | $ 554 |
Ending balances, shares at Mar. 31, 2019 | 131,420 | 26,775 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement Of Cash Flows [Abstract] | ||
Net income (loss) attributable to Covia Holdings Corporation | $ (52,245) | $ 45,542 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation, depletion, and amortization | 58,095 | 29,409 |
Amortization of deferred financing costs | 1,490 | |
Restructuring charges | 2,002 | |
Deferred income tax benefit | (8,596) | 579 |
Stock compensation expense | 2,767 | |
Net income from non-controlling interest | (3) | |
Other, net | (1,852) | (1,424) |
Change in operating assets and liabilities, net of business combination effect: | ||
Accounts receivable | (44,525) | (30,490) |
Inventories | 2,785 | (4,607) |
Prepaid expenses and other assets | 7,703 | (281) |
Accounts payable | (6,364) | (13,323) |
Accrued expenses | (16,339) | (3,264) |
Net cash provided by (used in) operating activities | (55,082) | 22,141 |
Cash flows from investing activities | ||
Capital expenditures | (32,881) | (46,253) |
Capitalized interest | (3,283) | |
Proceeds from sale of fixed assets | 334 | |
Other investing activities | (52) | |
Net cash used in investing activities | (36,164) | (45,971) |
Cash flows from financing activities | ||
Payments on Term Loan | (4,125) | |
Payments on term debt | (328) | |
Payments on other long-term debt | (87) | |
Payments on finance lease liabilities | (1,120) | |
Proceeds from share-based awards exercised or distributed | (24) | |
Tax payments for withholdings on share-based awards exercised or distributed | (333) | |
Net cash used in financing activities | (5,689) | (328) |
Effect of foreign currency exchange rate changes | 97 | 373 |
Decrease in cash and cash equivalents | (96,838) | (23,785) |
Cash and cash equivalents [including cash of Discontinued Operations (Note 3)]: | ||
Beginning of period | 134,130 | 308,059 |
End of period | 37,292 | 284,274 |
Supplemental disclosure of cash flow information: | ||
Interest paid, net of capitalized interest | (23,698) | (5,119) |
Income taxes paid | (2,332) | (4,791) |
Non-cash investing activities: | ||
Decrease in accounts payable and accrued expenses for additions to property, plant, and equipment | (22,682) | $ (593) |
Right-of-use assets obtained in exchange for lease liabilities | $ 411,191 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Business and Summary of Significant Accounting Policies | 1. Nature of Operations Covia Holdings Corporation, including its consolidated subsidiaries (collectively, “we,” “us,” “our,” “Covia,” and “Company”), is a leading provider of diversified mineral-based and material solutions for the Industrial and Energy markets. We provide a wide range of specialized silica sand, nepheline syenite, feldspar, calcium carbonate, clay, kaolin, lime, and lime products for use in the glass, ceramics, coatings, foundry, polymers, construction, water filtration, sports and recreation, and oil and gas markets in North America and around the world. Our Industrial segment provides raw, value-added and custom-blended products to the glass, ceramics, coatings, polymers, construction, foundry, filtration, sports and recreation and various other industries, primarily in North America. Our Energy segment offers the oil and gas industry a comprehensive portfolio of raw frac sand, value-added-proppants, well-cementing additives, gravel-packing media and drilling mud additives that meet or exceed the API standards. Our products serve hydraulic fracturing operations in the U.S., Canada, Argentina, Mexico, China, and northern Europe. Merger of Unimin Corporation and Fairmount Santrol Holdings Inc. On June 1, 2018 (“Merger Date”), Unimin Corporation (“Unimin”) completed a business combination (“Merger”) whereby Fairmount Santrol Holdings Inc. (“Fairmount Santrol”) merged into a wholly owned subsidiary of Unimin and ceased to exist as a separate corporate entity. Immediately following the consummation of the Merger, Unimin changed its name to Covia Holdings Corporation and began operating under that name. The common stock of Fairmount Santrol was delisted from the New York Stock Exchange (“NYSE”) prior to the market opening on June 1, 2018, and Covia commenced trading under the ticker symbol “CVIA” on that date. Upon the consummation of the Merger, the former stockholders of Fairmount Santrol (including holders of certain Fairmount Santrol equity awards) received, in the aggregate, $170,000 in cash consideration and approximately 35% of the common stock of Covia. Approximately 65% of the outstanding shares 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, we redeemed approximately 18,528 shares of Unimin common stock from Sibelco in exchange for an amount in cash equal to approximately (i) $660,000 plus interest accruing at 5.0% per annum for the period from September 30, 2017 through June 1, 2018 less (ii) $170,000 in cash paid to Fairmount Santrol stockholders. In connection with the Merger, we also completed a debt refinancing transaction, with Barclays Bank PLC as administrative agent, by entering into a $1,650,000 senior secured term loan (“Term Loan”) and a $200,000 revolving credit facility (“Revolver”). The proceeds of the Term Loan were used to repay the indebtedness of Unimin and Fairmount Santrol and to pay the cash portion of the Merger consideration and expenses related to the Merger. See Note 6 for further discussion of the refinancing transaction and terms of such indebtedness. As a condition to the Merger, Unimin contributed substantially all of the assets of its Electronics segment, including $31,000 of cash, to Sibelco North America, Inc. (“HPQ Co.”), a newly-formed wholly owned subsidiary of Unimin, in exchange for all of the stock of HPQ Co. and the assumption by HPQ Co. of certain liabilities. Unimin distributed all of the stock of HPQ Co. to Sibelco in exchange for 170 shares (or 15,097 shares subsequent to the stock split) 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 Consolidated Statements of Income and include legal, accounting, valuation and financial advisory services, integration and other costs totaling $651 and $5,300 for the three months ended March 31, 2019 and 2018, respectively. Unimin was determined to be the acquirer in the Merger for accounting purposes, and the historical financial statements and certain historical amounts included in the Notes to the Condensed Consolidated Financial Statements relate to Unimin. The Condensed Consolidated Balance Sheets at December 31, 2018 and forward reflect Covia results. 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 Our unaudited condensed consolidated financial statements 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, 2018 was derived from audited consolidated 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 our consolidated financial statements and notes thereto and for each of the three years in the period ended December 31, 2018, which are included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (“SEC”) on March 22, 2019 (“Form 10-K”), and information included elsewhere in this Quarterly Report on Form 10-Q (“Report”). On June 1, 2018, we effected an 89:1 stock split with respect to our shares of common stock. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to: business combination purchase price allocation, and the useful life of definite-lived intangible assets; asset retirement obligations; estimates of allowance for doubtful accounts; estimates of fair value for reporting units and asset impairments (including impairments of goodwill and other long-lived assets); adjustments of inventories to net realizable value; post-employment, post-retirement and other employee benefit liabilities; valuation allowances for deferred tax assets; and reserves for contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the use of valuation experts. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. Cash and Cash Equivalents Cash and cash equivalents are comprised of cash as well as liquid investments with original maturities of three months or less. Our cash and cash equivalents are held on deposit and are available to us on demand without restriction, prior notice, or penalty. Revenue Recognition We derive our revenues by mining, manufacturing, and processing minerals that our customers purchase for various uses. Revenues are primarily derived from contracts with customers with terms typically ranging from one to eight years in length, and are measured by the amount of consideration we expect to receive in exchange for transferring our products. The consideration we expect to receive is based on the volumes and price of the product per ton as defined in the underlying contract. The price per ton is based on the market value for similar products plus costs associated with transportation and transloading, as applicable. Depending on the contract, this may also be net of discounts and rebates. The transaction price is not adjusted for the effects of a significant financing component, as the time period between transfer of control of the goods and expected payment is one year or less. Sales, value-added, and other similar taxes collected are excluded from revenue. On January 1, 2018, we adopted ASU No. 2014-09 – Revenue from Contracts with Customers (Topic 606) Our products may be sold with rebates, discounts, take-or-pay provisions, or other features which are accounted for as variable consideration. Rebates and discounts are not material and have not been separately disclosed. Contracts that contain take-or-pay provisions obligate customers to pay shortfall payments if the required volumes, as defined in the contracts, are not purchased. Shortfall payments are recognized as revenues when the likelihood of the customer purchasing the minimum volume becomes remote, subject to renegotiation of the contract and collectability. At March 31, 2019 and December 31, 2018, we had no accounts receivable related to shortfall payments. We disaggregate revenues by major source consistent with our segment reporting. See Note 18 for further detail. Accounts Receivable Accounts receivable as presented in the consolidated balance sheets are related to our contracts and are recorded when the right to consideration becomes likely at the amount management expects to collect. Accounts receivable do not bear interest if paid when contractually due, and payments are generally due within thirty to forty-five days of invoicing. We typically do not record contract assets, as the transfer of control of our products results in an unconditional right to receive consideration. Allowance for Doubtful Accounts The collectability of all outstanding receivables is reviewed and evaluated by management. This review includes consideration for the risk profile of the receivables, customer credit quality and certain indicators such as the aging of past-due amounts and general economic conditions. If it is determined that a receivable balance will not likely be recovered, an allowance for such outstanding receivable balance is established. Concentration of Credit Risk At March 31, 2019, we had two customers whose accounts receivable balances exceeded 10% of total accounts receivable. These two customers comprised approximately 14% and 13% of the accounts receivable balance, respectively, at March 31, 2019. At December 31, 2018, we had two customers whose accounts receivable balance exceeded 10% of total accounts receivable. These two customers each comprised approximately 10% of our accounts receivable balance at December 31, 2018. In the three months ended March 31, 2019 and 2018, one customer exceeded 10% of revenues Asset Retirement Obligation We estimate the future cost of dismantling, restoring, and reclaiming operating excavation sites and related facilities in accordance with federal, state, and local regulatory requirements. We record the initial estimated present value of these costs as an asset retirement obligation and increase the carrying amount of the related asset by a corresponding amount. The related asset is classified as property, plant, and equipment and amortized over its useful life. We adjust the related asset and liability for changes resulting from the passage of time and revisions to either the timing or amount of the original present value estimate. Cost estimates are escalated for inflation and market risk premium and 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 March 31, 2019 and December 31, 2018, we had asset retirement obligations of Leases We lease railcars, machinery, equipment, land, buildings and office space under operating lease arrangements. Certain mobile equipment leasing arrangements, subject to purchase options are leased under finance lease arrangements. We account for leases in accordance with ASC Topic 842 – Leases We determine if an arrangement is or contains a lease at contract inception and exercise judgement and apply certain assumptions when determining the discount rate, lease term and lease payments: • Topic 842 requires a lessee to record a lease liability based on the discounted unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, the incremental borrowing rate. Generally, we do not have knowledge of the rate implicit in the lease and, therefore, in most cases we use the incremental borrowing rate for a lease. • The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that we are reasonably certain to exercise, or an option to extend that is controlled by the lessor. • Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of an option to purchase the underlying asset if we are reasonably certain to exercise the option. All right-of-use assets are periodically reviewed for impairment losses and no impairment of the right-of-use assets has been recorded in the three months ended March 31, 2019. We monitor events and modifications of existing lease agreements that would require reassessment of the lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right-of-use asset. We have elected to apply the short-term lease exemption to all classes of leased assets. The exemption allows for the non-recognition of right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. Short-term lease payments associated with a lease are recorded on a straight-line basis over the lease term. Certain of our lease agreements include rental payments based on a percentage of usage and others include rental payments adjusted periodically based on an index, such as the Consumer Price Index. These payments are recorded as variable costs under operating leases. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements On January 1, 2019 we adopted Topic 842, which requires lessees to recognize a right-of-use asset and lease liability on their consolidated balance sheet related to the rights and obligations created by most leases, while continuing to recognize expense on their consolidated statements of income over the lease term. We elected to transition to Topic 842 using the modified retrospective method to apply the standard on its effective date, January 1, 2019. Prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under previous lease guidance, ASC Topic 840 – Leases. We elected to use the package of practical expedients permitted under the transition guidance. We did not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases. For lease agreements that include lease and non-lease components, we elected to use the practical expedient to combine lease and non-lease components for all classes of assets and to not record on the balance sheet leases with a term of twelve months or less. The impact of the adoption of Topic 842 on the accompanying Condensed Consolidated Balance Sheets resulted in recording additional right-of assets and lease liabilities of approximately $442,147 and $406,840, respectively. The right-of-use assets at the date of adoption includes approximately $35,787 of lease intangible assets related to favorable market terms of certain railcar leases acquired in the Merger. See Note 15 for further detail. 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 June 2016, the FASB issued ASU No. 2016-13 – Financial Instruments – Credit Losses (Topic 326) 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 November 2018, the FASB issued ASU No. 2018-18 – Collaborative Arrangements (Topic 808) — Clarifying the Interaction between Topic 808 and Topic 606 |
Merger and Purchase Price Accou
Merger and Purchase Price Accounting | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Merger and Purchase Price Accounting | 2. Merger and 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 portion of the Merger consideration was funded with proceeds of the Term Loan and cash on Unimin’s balance sheet. See Note 6 for additional information. The operating results of Fairmount Santrol since the Merger Date are included in the consolidated financial statements. The Merger qualified as a business combination and was accounted for using the acquisition method of accounting. The estimates of fair values of the assets acquired and liabilities assumed were based on information available as of the Merger Date. We refined certain underlying inputs and assumption in our valuation models and finalized the purchase accounting fair value assessment as of December 31, 2018. The following table summarizes the purchase price accounting of the acquired assets and liabilities assumed as of June 1, 2018, including measurement period adjustments. June 1, 2018 Cash and cash equivalents $ 105,303 Inventories, net 108,005 Accounts receivable 159,373 Property, plant, and equipment, net 1,649,876 Intangible assets, net 136,222 Prepaid expenses and other assets 9,563 Other non-current assets 4,182 Total identifiable assets acquired 2,172,524 Debt 748,722 Other current liabilities 160,117 Deferred tax liability 199,627 Other long-term liabilities 45,169 Total liabilities assumed 1,153,635 Net identifiable assets acquired 1,018,889 Non-controlling interest 453 Goodwill 295,224 Total consideration transferred $ 1,313,660 The fair values were based on management’s analysis, including work performed by third-party valuation specialists. A number of significant assumptions and estimates were involved in the application of valuation methods, including sales volumes and prices, royalty rates, production costs, tax rates, capital spending, discount rates, and working capital changes. Cash flow forecasts were generally based on Fairmount Santrol’s pre-Merger forecasts. Valuation methodologies used for the identifiable assets acquired and liabilities assumed utilized Level 1, Level 2, and Level 3 inputs including quoted prices in active markets and discounted cash flows using current interest rates. Accounts receivable, other current liabilities, non-current assets and other long-term liabilities, excluding asset retirement obligations and contingent consideration included in other long-term liabilities, were valued at the existing carrying values as they represented the estimated fair value of those items at the Merger Date based on management’s judgement and estimates. Raw material inventory was valued using the cost approach. The fair value of work-in-process inventory and finished goods inventory is a function of the estimated selling price less the sum of any cost to complete, costs of disposal, holding costs and a reasonable profit allowance. As a result of the Merger, we recorded approximately $38,409 of fair value adjustments in inventory, which included approximately $7,593 of spare parts. The fair value of non-depletable land was determined using the market approach, which arrives at an indication of value by comparing the land being valued to land recently acquired in arm’s-length transactions or land listings for similar uses. Building and site improvements were valued using the cost approach in which the value is established based on the cost of reproducing or replacing the asset, less depreciation from physical deterioration, functional obsolescence and economic obsolescence, if applicable. Personal property assets with an active and identifiable secondary market, such as mobile equipment, were valued using the market approach. Other personal property assets such as machinery and equipment, furniture and fixtures, leasehold improvements, laboratory equipment and computer software, were valued using the cost approach, which is based on replacement or reproduction costs of the assets less depreciation from physical deterioration, functional obsolescence and economic obsolescence, if applicable. The fair value of the mineral reserves, which is included in property, plant, and equipment, net, were valued using the income approach, which is predicated upon the value of the future cash flows that an asset will generate over its economic life. The fair value of the customer relationship intangible assets was determined using the With and Without Method which is an income approach and considers the time needed to rebuild the customer base. The fair value of the railcar leasehold interest was determined using the discounted cash flow method (“DCF Method”), which is an income approach. The fair value of the trade name and technology intangible assets was determined using the Relief from Royalty Method, which is an income approach and is based on a search of comparable third party licensing agreements and internal discussions regarding the significance of the trade names and technology and the profitability of the associated revenue streams. The fair value of the acquired intangible assets and the related estimated useful lives at the Merger Date were the following: Approximate Estimated Fair Value Useful Life Customer relationships $ 73,000 6 years Railcar leasehold interests 40,914 1-15 years Trade name 17,000 1 year Technology 5,000 12 years Other 308 95 years Total approximate fair value $ 136,222 Goodwill is calculated as the excess of the purchase price over the fair value of net identifiable assets acquired. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill of $78,143 and $217,081 allocated to the Industrial and Energy reporting units, respectively, is attributable to the earnings potential of Fairmount Santrol’s product and plant portfolio, anticipated synergies, the assembled workforce of Fairmount Santrol, and other benefits that we believe will result from the Merger. During the third quarter of 2018 it was determined that the goodwill allocated to the Energy reporting unit was impaired and 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 relates to the tax effect of fair value adjustments of the assets and liabilities acquired, including mineral reserves, property, plant and equipment and intangible assets. Asset retirement obligations are included in other long-term liabilities in the table of fair values noted above. The related asset is included in property, plant, and equipment, net in the table of fair values noted above. The asset retirement obligations assumed and related assets acquired in connection with the Merger were adjusted to reflect revised estimates of the future cost of dismantling, restoring, and reclaiming of certain sites and related facilities as of the Merger Date. Included in other long-term liabilities is $9,500 for a pre-acquisition contingent consideration arrangement in the form of earnout payments, related to the purchase of certain coating technology. We entered into an amendment to the coating technology purchase agreement on June 1, 2018. Based on information and estimates at the time, we estimated the fair value of contingent consideration to be approximately $9,500. Subsequent to the Merger Date, changes in projected cash flows were revised downward based on post-Merger decline in the market conditions for the Energy segment and a customer supply agreement that was not renewed at December 31, 2018. The earnout payments are based on a fixed percentage of sales of products that incorporate the coating technology for thirty years commencing on June 1, 2018. The amendment eliminated the threshold payments of $195,000, which were previously required in order for us to retain 100% ownership of the technology. It also provides for the non-exclusive right to license the technology at a negotiated rate. The fair value of the earnout was determined using a scenario-based method due to the linear nature of the consideration payments. We 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. We 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. We have not separately disclosed the revenue and earnings of Fairmount Santrol from the Merger Date through December 31, 2018. Due to the integration of Fairmount Santrol’s operations and customer contracts into the Covia supply chain network and customer contracts, it is impracticable to provide a reasonable estimate of such revenue and earnings. Pro Forma Condensed Combined Financial Information (Unaudited) The following unaudited pro forma condensed combined financial information presents our 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 our results. All material intercompany transactions during the periods presented have been eliminated in consolidation. 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 months ended March 31, 2018. Three Months Ended March 31, 2018 Revenues $ 643,159 Net income 63,264 Earnings per share – basic $ 0.53 Earnings per share – diluted 0.53 The unaudited pro-forma condensed combined financial information is presented for informational 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 our 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 substantially all of the assets and liabilities 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. The transaction was between entities under common control and, therefore, the Unimin common stock received from Sibelco was recorded at the carrying value of the net assets transferred at May 31, 2018, in the amount of $165,383, in Treasury stock within Equity. The transfer of HPQ Co. to Sibelco was a tax-free transaction. The disposition of HPQ Co. qualified as discontinued operations, as it represented a significant strategic shift of our 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 Covia. The 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 us to HPQ Co. These previously allocated costs remain part of continuing operations. The operating results of our discontinued operations in the three months ended March 31, 2018 are as follows: Three Months Ended March 31, 2018 Major line items constituting income from discontinued operations Revenues $ 44,786 Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) 28,247 Selling, general and administrative expenses 4,000 Depreciation, depletion and amortization expense 2,278 Other operating income (40 ) Income from discontinued operations before provision for income taxes 10,301 Provision for income taxes 1,545 Income from discontinued operations, net of tax $ 8,756 The significant operating and investing cash and noncash items of the discontinued operations included in the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 were as follows: Three Months Ended March 31, 2018 Depreciation, depletion and amortization expense $ 2,278 Capital expenditures $ 3,549 |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories, net | 4 . Inventories, net At March 31, 2019 and December 31, 2018, inventories consisted of the following March 31, 2019 December 31, 2018 Raw materials $ 29,555 $ 30,410 Work-in-process 16,866 19,886 Finished goods 73,401 73,628 Spare parts 40,644 39,046 Inventories, net $ 160,466 $ 162,970 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment, net | 5 . Property, Plant, and Equipment, net At March 31, 2019 and December 31, 2018, property, plant, and equipment consisted of the following March 31, 2019 December 31, 2018 Land and improvements $ 228,767 $ 224,894 Mineral rights properties 1,324,257 1,323,090 Machinery and equipment 1,611,997 1,607,116 Buildings and improvements 546,007 544,117 Railroad equipment 155,992 155,998 Furniture, fixtures, and other 5,278 5,260 Assets under construction 189,980 184,360 4,062,278 4,044,835 Accumulated depletion and depreciation (1,261,393 ) (1,210,474 ) Property, plant, and equipment, net $ 2,800,885 $ 2,834,361 Finance right-of-use assets are included within machinery and equipment. We are required to evaluate the recoverability of the carrying amount of our long-lived asset groups whenever events or changes in circumstances indicate that the carrying amount of the asset groups may not be recoverable. We performed an analysis of impairment indicators of the asset groups and there were no indicators of impairment that would require the asset groups be tested for recoverability at March 31, 2019. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 6 . Long-Term Debt At March 31, 2019 and December 31, 2018, long-term debt consisted of the following March 31, 2019 December 31, 2018 Term Loan $ 1,637,625 $ 1,641,750 Industrial Revenue Bond 10,000 10,000 Finance lease liabilities 7,896 6,417 Other borrowings 1,722 1,809 Term Loan deferred financing costs, net (30,342 ) (31,607 ) 1,626,901 1,628,369 Less: current portion (15,700 ) (15,482 ) Long-term debt including finance leases $ 1,611,201 $ 1,612,887 Term Loan On the Merger Date, we entered into the $1,650,000 Term Loan to repay the outstanding debt of each of Fairmount Santrol and Unimin and to pay the cash portion of the Merger consideration and transaction costs related to the Merger. The Term Loan was issued at par with a maturity date of June 1, 2025. The Term Loan requires quarterly principal payments of $4,125 and quarterly interest payments beginning September 30, 2018 through March 31, 2025 with the balance payable at the maturity date. Interest accrues at the rate of the three-month LIBOR plus 325 to 400 basis points depending on Total Net Leverage (as hereinafter defined) with a LIBOR floor of 1.0% or the Base Rate (as hereinafter defined). Total Net Leverage is defined as total debt net of up to $150,000 of non-restricted cash, divided by EBITDA. The Term Loan is secured by a first priority lien in substantially all of our assets. We have the option to prepay the Term Loan without premium or penalty other than customary breakage costs with respect to LIBOR borrowings. There are no financial covenants governing the Term Loan. At March 31, 2019, the Term Loan had an interest rate Revolver On the Merger Date, we entered into our five-year revolving credit facility (“Revolver”) to replace a previous credit facility. 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 our option). 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, we are also obligated to pay certain fees, quarterly in arrears, including letter of credit fees and unused facility fees. The Revolver includes financial covenants, which were amended on March 19, 2019 (the “First Amendment”), including that we maintain a Total Net Leverage ratio of no more than 6.60:1.00 for the fiscal quarters ending March 31, 2019 to December 31, 2019, 5.50:1.00 for the fiscal quarters ending March 31, 2020 to December 31, 2020, 4.50:1.00 for the fiscal quarters ending March 31, 2021 to June 30, 2021, 4.25:1.00 for the fiscal quarters ending to September 30, 2021 to December 31, 2021, and 4.00:1.00 for fiscal quarters ending March 31, 2022 and thereafter. Additionally, the financial covenants are subject to certain covenant reset triggers (“Covenant Reset Triggers”) where, upon the occurrence of any Covenant Reset Trigger, the maximum Total Net Leverage ratio will automatically revert to 3.50:1.00. As of March 31, 2019, we were in compliance with all covenants in accordance with the Revolver, as amended by the First Amendment. At March 31, 2019, there was $200,000 of aggregate capacity Other Borrowings Other borrowings at March 31, 2019 and December 31, 2018 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 One of our subsidiaries has a 2,000 Canadian dollar overdraft facility with the Bank of Montreal. We have guaranteed the obligations of the subsidiary under the facility. As of March 31, 2019 and December 31, 2018, there were no borrowings outstanding under the overdraft facility. The rates of the overdraft facility were 4.7% At March 31, 2019 and December 31, 2018, we had Industrial Revenue Bond We hold a $10,000 Industrial Revenue Bond related to the construction of a mining facility in Wisconsin. The bond bears interest, which is payable monthly at a variable rate. The rate was |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 7 . Accrued Expenses At March 31, 2019 and December 31, 2018, accrued expenses consisted of the following March 31, 2019 December 31, 2018 Accrued bonus & other benefits $ 22,718 $ 38,445 Accrued Merger related costs 408 502 Accrued restructuring charges 13,345 15,819 Accrued insurance 7,836 7,026 Accrued property taxes 8,006 9,120 Accrual for capital spending 9,267 19,289 Other accrued expenses 42,253 39,960 Accrued expenses $ 103,833 $ 130,161 |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 8 . Earnings per Share The table below shows the computation of basic and diluted earnings per share for the three months ended March 31, 2019 and 2018, respectively: Three Months Ended March 31, 2019 2018 Numerators: Net income (loss) from continuing operations attributable to Covia Holdings Corporation $ (52,245 ) $ 36,786 Income from discontinued operations, net of tax - 8,756 Net income (loss) attributable to Covia Holdings Corporation $ (52,245 ) $ 45,542 Denominator: Basic weighted average shares outstanding 131,287 119,645 Dilutive effect of employee stock options and RSUs - - Diluted weighted average shares outstanding 131,287 119,645 Continuing operations earnings (loss) per common share – basic $ (0.40 ) $ 0.31 Continuing operations earnings (loss) per common share – diluted (0.40 ) 0.31 Discontinued operations earnings per common share – basic - 0.07 Discontinued operations earnings per common share – diluted - 0.07 Earnings (loss) per common share – basic (0.40 ) 0.38 Earnings (loss) per common share – diluted $ (0.40 ) $ 0.38 Unimin 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. The calculation of diluted weighted average shares outstanding for the three months ended March 31, 2019 excludes |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 9 . Derivative Instruments Due to our variable-rate indebtedness, we are exposed to fluctuations in interest rates. We enter into interest rate swap agreements as a means to partially hedge our variable interest rate risk. The derivative instruments are reported at fair value in other non-current liabilities. Changes in the fair value of derivatives are recorded each period in other comprehensive income (loss). For derivatives not designated as hedges, the gain or loss is recognized in current earnings. No components of our hedging instruments were excluded from the assessment of hedge effectiveness. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional value. The gain or loss on the interest rate swap is recorded in accumulated other comprehensive loss and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. On June 1, 2018, we entered into two interest rate swap agreements and, on December 20, 2018, we entered into three additional interest rate swap agreements as a means to partially hedge our variable interest rate risk on the Term Loan. An additional interest rate swap held by Fairmount Santrol was assumed in conjunction with the Merger. The following table summarizes our interest rate swap agreements at March 31, 2019 and December 31, 2018: Interest Rate Swap Agreements Maturity Date Rate Notional Value Debt Instrument Hedged Percentage of Term Loan Outstanding March 31, 2019 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% Designated as cash flow hedge June 1, 2024 2.81% 50,000 Term Loan 3% Designated as cash flow hedge June 1, 2025 2.85% 50,000 Term Loan 3% Designated as cash flow hedge June 1, 2025 2.87% 50,000 Term Loan 3% $ 660,000 40% December 31, 2018 Designated as cash flow hedge June 1, 2023 2.81% $ 100,000 Term Loan 6% Designated as cash flow hedge June 1, 2025 2.87% 200,000 Term Loan 12% Designated as cash flow hedge September 5, 2019 2.92% 210,000 Term Loan 13% Not designated as cash flow hedge June 1, 2024 2.81% 50,000 Term Loan 3% Not designated as cash flow hedge June 1, 2025 2.85% 50,000 Term Loan 3% Not designated as cash flow hedge June 1, 2025 2.87% 50,000 Term Loan 3% $ 660,000 40% At the Merger Date, our existing interest rate swaps qualified, but were not designated for hedge accounting until August 1, 2018. The interest rate swaps entered into in December 2018 qualified, but were not designated for hedge accounting until January 2019. Changes in the fair value of the undesignated interest rate swaps were included in interest expense in the related period. Amounts reported in accumulated other comprehensive loss related to interest rate swaps will be reclassified to interest expense as interest payments are made on the Term Loan. We expect $1,940 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 March 31, 2019 and December 31, 2018. The net amount of derivative liabilities can be reconciled to the tabular disclosure of fair value in Note 10: Liabilities Interest Rate Swap Agreements Balance Sheet Classification March 31, 2019 December 31, 2018 Designated as cash flow hedges Other non-current liabilities $ (11,692 ) $ (2,846 ) Not designated as cash flow hedges Other non-current liabilities - (1,271 ) $ (11,692 ) $ (4,117 ) The tables below presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss) as of March 31, 2019 and 2018: Amount of Loss Recognized in OCI Three Months Ended March 31, Derivatives in Hedging Relationships 2019 2018 Designated as Cash Flow Hedges Interest rate swap agreements $ 8,031 $ - Location of Loss Amount of Loss Reclassified from Accumulated Other Comprehensive Loss Derivatives in Recognized on Three Months Ended March 31, Hedging Relationships Derivative 2019 2018 Designated as Cash Flow Hedges Interest rate swap agreements Interest expense, net $ 190 $ - The table below presents the effect of our derivative financial instruments on the Condensed Consolidated Statements of Income (Loss) in the three months ended March 31, 2019 and 2018: Location of Loss on Derivative Interest expense, net Three Months Ended March 31, 2019 2018 Total Interest Expense presented in the Statements of Income (Loss) in which the effects of cash flow hedges are recorded $ 25,603 $ 2,298 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 $ 190 $ - |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. Fair Value Measurements Financial instruments held by us include cash equivalents, accounts receivable, accounts payable, long-term debt (including the current portion thereof) and interest rate swaps. We are also obligated for contingent consideration for certain coating technology that is subject to fair value measurement. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, we utilize 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, we are 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 our 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 represents quoted prices for identical or similar assets in markets that are not active, and therefore is considered Level 2. See Note 6 for further details on our long-term debt. The following table presents the fair value as of March 31, 2019 and December 31, 2018, respectively, for our 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 March 31, 2019 Term Loan $ - $ 1,391,981 $ - $ 1,391,981 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 1,401,981 $ - $ 1,401,981 December 31, 2018 Term Loan $ - $ 1,182,060 $ - $ 1,182,060 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 1,192,060 $ - $ 1,192,060 The following table presents the amounts carried at fair value as of March 31, 2019 and December 31, 2018 for our other financial instruments Quoted Other in Active Observable Unobservable Markets Inputs Inputs Recurring Fair Value Measurements (Level 1) (Level 2) (Level 3) Total March 31, 2019 Interest rate swap agreements $ - $ 11,692 $ - $ 11,692 Contingent consideration - - 4,500 4,500 $ - $ 11,692 $ 4,500 $ 16,192 December 31, 2018 Interest rate swap agreements $ - $ 4,117 $ - $ 4,117 Contingent consideration 4,500 4,500 $ - $ 4,117 $ 4,500 $ 8,617 Fair value of interest rate swap agreements is based on the present value of the expected future cash flows, considering the risks involved, and using discount rates appropriate for the maturity date. These are determined using Level 2 inputs. Refer to Note 9 for additional information. The Level 3 liabilities consisted of a liability related to contingent consideration, which is a pre-acquisition contingent arrangement in the form of earnout payments related to the coating technology that we acquired as part of the merger with Fairmount Santrol. The fair value on the Merger Date of the earnout was $9,500 and determined using the scenario-based method due to the linear nature of the payments. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 1 1 . Stock-Based Compensation Stock-based compensation includes time-restricted stock units (“TRSUs”), performance-restricted stock units (“PRSUs”), and nonqualified stock options (“Options” and, together with the TRSUs and PRSUs, the “Awards”). These Awards are governed by various plans: the FMSA Holdings Inc. Long Term Incentive Compensation Plan (“2006 Plan”), the FMSA Holdings, Inc. Stock Option Plan (“2010 Plan”), the FMSA Holdings Inc. Amended and Restated 2014 Long Term Incentive Plan (“2014 Plan”), and the 2018 Omnibus Plan (“2018 Plan”). Options may be exercised, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires, which is typically ten years from the original grant date. All Options granted under the 2006 Plan and 2010 Plan became fully vested as part of the Merger agreement. PRSUs granted under the 2014 Plan were converted to TRSUs as part of the Merger agreement. In addition, the Merger agreement provides for the accelerated vesting of all Awards if the holder is terminated without Cause or if the holder terminates employment for Good Reason during the Award Protection Period (as such terms are defined in the related agreements), which is 12 months following the Merger Date. The fair values of the TRSUs and Options were estimated at the Merger Date. The fair value of the TRSUs was determined to be the opening share price of Covia stock at the Merger Date. The fair value of Options was estimated at the Merger date using the Black Scholes-Merton option pricing model. We did not issue any Awards in the three months ended March 31, 2018. We have not issued any Options subsequent to the Merger Date. All Awards activity during the three months ended March 31, 2019 is as follows: Options Weighted Average Exercise Price, Options TRSUs Weighted Average Price at TRSU Issue Date PRSUs Weighted Average Price at PRSU Issue Date Outstanding at December 31, 2018 2,503 $ 33.49 746 $ 26.12 - $ - Granted - - 1,264 4.74 1,448 4.74 Exercised or distributed - - (232 ) 27.87 - - Forfeited (7 ) 38.61 (9 ) 28.00 - - Expired (1 ) 50.15 - - - - Outstanding at March 31, 2019 2,495 $ 33.47 1,769 $ 10.63 1,448 $ 4.74 We recorded stock compensation expense of $2,767 in the three months ended March 31, 2019. Prior to the Merger, we did not compensate employees with stock-based payments and, accordingly, we did not record any stock compensation expense in the three months ended March 31, 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12 . Income Taxes We compute and apply 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 three months ended March 31, 2019, we recorded a tax benefit of $4,054 on a loss before income taxes of $56,302 resulting in an effective tax rate of 7.2%, compared to a tax provision of $9,870 on income before income taxes of $46,656 resulting in an effective tax rate of 21.2% for the same period of 2018. The decrease in the effective tax rate is primarily attributable to a valuation allowance set up for interest expense disallowed under IRC Section 163(j) offset by the benefit from depletion. The effective tax rate differs from the U.S. federal statutory rate primarily due to depletion, the impact of foreign taxes, tax provisions requiring U.S. income inclusion of foreign income, and a valuation allowance set up for interest expense disallowed under IRC Section 163(j). |
Pension and other Post-Employme
Pension and other Post-Employment Benefits | 3 Months Ended |
Mar. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Pension and other Post-Employment Benefits | 13 . Pension and Other Post-Employment Benefits We maintain retirement, post-retirement medical and long-term benefit plans in several countries. In the U.S., we sponsor the Unimin Corporation Pension Plan, a defined benefit plan for hourly and salaried employees (“Pension Plan”) and the Unimin Corporation Pension Restoration Plan (a non-qualified supplemental benefit plan) (“Restoration Plan”). The Pension Plan is a funded plan. Minimum funding and maximum tax-deductible contribution limits for the Pension Plan are defined by the Internal Revenue Service. The Restoration Plan is unfunded. Salaried participants had accrued benefits based on service and final average pay. Hourly participants' benefits are based on service and a benefit formula. The Pension Plan was closed to new entrants effective January 1, 2008, and union employee participation in the Pension Plan at the last three unionized locations participating in the Pension Plan was closed to new entrants effective November 1, 2017. The Pension Plan was frozen as of December 31, 2018 for all non-union employees. Until the Restoration Plan was amended to exclude new entrants on August 15, 2017, all salaried participants eligible for the Pension Plan were also eligible for the Restoration Plan. The Restoration Plan was frozen for all participants as of December 31, 2018. An independent trustee has been appointed for the Pension Plan whose responsibilities include custody of plan assets as well as recordkeeping. A pension committee consisting of members of senior management provides oversight through quarterly meetings. In addition, an independent advisor has been engaged to provide advice on the management of the plan assets. The primary risk of the Pension Plan is the volatility of the funded status. Liabilities are exposed to interest rate risk and demographic risk (e.g., mortality, turnover, etc.). Assets are exposed to interest rate risk, market risk, and credit risk. In addition to these retirement plans in the U.S., we offer a retiree medical plan that is exposed to risk of increases in health care costs. The retiree medical plan covers certain salaried employees and certain groups of hourly employees. Effective December 31, 2018, the retiree medical plan was terminated for salaried employees but remains open to certain groups of hourly employees. In Canada, we sponsor three defined benefit retirement plans. Two of the retirement plans are for hourly employees and one is for salaried employees. Salaried employees were eligible to participate in a plan consisting of a defined benefit portion that has been closed to new entrants since January 1, 2008 and a defined contribution portion for employees hired after January 1, 2018. In addition, there are two post-retirement medical plans in Canada. In the case of the Canadian pension plans, minimum funding is required under the provincial Pension Benefits Act (Ontario) and regulations and maximum funding is set in the Federal Income Tax Act of Canada and regulations. The pension plan is administered by Unimin Canada. A pension committee exists to ensure proper administration, management and investment review with respect to the benefits of the pension plan through implementation of governance procedures. The medical plan is administered by an insurance company with Unimin Canada having the ultimate responsibility for all decisions. In Mexico, we sponsor four retirement plans, two of which are seniority premium plans as defined by Mexican labor law. The remaining plans are defined benefit plans with a minimum benefit equal to severance payment by unjustified dismissal according to Mexican labor law. Minimum funding is not required, and maximum funding is defined according to the actuarial cost method registered with the Mexican Tax Authority. Investment decisions are made by an administrative committee of Grupo de Materias Primas pension plans. All plans in Mexico pay lump sums on retirement and pension plans pay benefits through five annual payments conditioned on compliance with non-compete clauses. As part of the Merger, we assumed the two defined benefit pension plans of Fairmount Santrol, the Wedron pension plan and the Troy Grove pension plan. These plans cover union employees at certain facilities and provide benefits based upon years of service or a combination of employee earnings and length of service. Benefits under the Wedron plan were frozen effective December 31, 2012. Benefits under the Troy Grove plan were frozen effective December 31, 2016. The Pension Plan, Restoration Plan, and the pension plans in Canada and Mexico are collectively referred to as the “Unimin Pension Plans.” The Wedron and Troy Grove pension plans are collectively referred to as the “Fairmount Pension Plans.” The Unimin Pension Plans and the Fairmount Pension Plans are collectively referred to as the “Covia Pension Plans.” The post-retirement medical plans in the United States and Canada are collectively referred to as the “Postretirement Medical Plans.” We have applied settlement accounting in the three months ended March 31, 2019 due to distributions exceeding the current period service and interest costs. These amounts are included in other non-operating expense, net on the Condensed Consolidated Statements of Income (Loss). The following tables summarize the components of net periodic benefit costs for the three months ended March 31, 2019 and 2018 as follows: Covia Pension Plans Three Months Ended March 31, 2019 2018 Components of net periodic benefit cost Service cost $ 551 $ 2,202 Interest cost 2,084 2,333 Expected return on plan assets (2,308 ) (2,680 ) Amortization of prior service cost 82 138 Amortization of net actuarial loss 522 1,304 Recognized settlement loss 1,679 - Net periodic benefit cost $ 2,610 $ 3,297 Postretirement Medical Plans Three Months Ended March 31, 2019 2018 Components of net periodic benefit cost Service cost $ 73 $ 266 Interest cost 120 211 Amortization of net actuarial loss 40 122 Net periodic benefit cost $ 233 $ 599 We contributed $341 and $1,964 to the Covia Pension Plans for the three months ended March 31, 2019 and 2018, respectively. Contributions into the Covia Pension Plans for the year ended December 31, 2019 are expected to be $3,000. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 1 4 . Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is a separate line within the Condensed Consolidated Statements of Equity that reports our 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 (losses) on interest rate hedges. The components of accumulated other comprehensive loss attributable to Covia Holdings Corporation at March 31, 2019 and December 31, 2018 were as follows: March 31, 2019 Gross Tax Effect Net Amount Foreign currency translation adjustments $ (51,088 ) $ - $ (51,088 ) Amounts related to employee benefit obligations (47,594 ) 13,706 (33,888 ) Unrealized gain (loss) on interest rate hedges (12,924 ) 2,558 (10,366 ) $ (111,606 ) $ 16,264 $ (95,342 ) December 31, 2018 Gross Tax Effect Net Amount Foreign currency translation adjustments $ (53,389 ) $ - $ (53,389 ) Amounts related to employee benefit obligations (52,496 ) 14,574 (37,922 ) Unrealized gain (loss) on interest rate hedges (5,083 ) 1,169 (3,914 ) $ (110,968 ) $ 15,743 $ (95,225 ) The following table presents the changes in accumulated other comprehensive loss by component for the three months ended March 31, 2019: Three Months Ended March 31, 2019 Foreign Amounts related Unrealized currency to employee gain (loss) translation benefit on interest adjustments obligations rate hedges Total Beginning balance $ (53,389 ) $ (37,922 ) $ (3,914 ) $ (95,225 ) Other comprehensive income before reclassifications 2,301 4,902 (7,841 ) (638 ) Amounts reclassified from accumulated other comprehensive loss - (868 ) 1,389 521 Ending balance $ (51,088 ) $ (33,888 ) $ (10,366 ) $ (95,342 ) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | 15 . Leases Operating leases and finance leases are included in the Condensed Consolidated Balance Sheets as follows: Classification March 31, 2019 Lease assets Operating right-of-use assets, net Assets $ 422,897 Finance right-of-use assets, net Property, plant, and equipment, net 11,195 Total lease assets $ 434,092 Lease liabilities Operating lease liabilities, current Current liabilities $ 73,305 Operating lease liabilities, non-current Liabilities 315,841 Finance lease liabilities, current Current portion of long-term debt 4,401 Finance lease liabilities, non-current Long-term debt 3,495 Total lease liabilities $ 397,042 Operating lease rental expense for the three months ended March 31, 2018 was $15,800. Operating lease costs are recorded on a straight-line basis over the lease term. Finance lease costs include amortization of the right-of-use assets and interest on lease liabilities. The components of lease costs, which were included in income (loss) from operations in our Condensed Consolidated Statements of Income (Loss), were as follows: Three Months Ended March 31, 2019 Operating leases Operating lease costs $ 27,259 Variable lease costs 151 Short-term lease costs 4,791 Total operating lease costs $ 32,201 Financing leases Amortization of right-of-use asset $ 619 Interest on finance lease liabilities 37 Total finance lease costs $ 656 Maturities of lease liabilities as of March 31, 2019 are as follows: Operating Finance Total 2019 $ 92,782 $ 4,706 $ 97,488 2020 81,038 2,267 83,305 2021 69,134 772 69,906 2022 59,776 468 60,244 2023 49,083 123 49,206 2024 and Thereafter 115,263 - 115,263 Total lease payments 467,076 8,336 475,412 Less imputed lease interest (77,930 ) (440 ) (78,370 ) Total lease liabilities $ 389,146 $ 7,896 $ 397,042 Minimum lease payments under ASC 840, as of December 31, 2018, are as follows: 2019 $ 104,602 2020 81,365 2021 69,358 2022 59,044 2023 52,121 Thereafter 121,014 Total $ 487,504 Additional information related to leases is presented as follows: Three Months Ended March 31, 2019 Operating leases Weighted average remaining lease term 6.5 years Weighted average discount rate 5.8% Financing leases Weighted average remaining lease term 2.2 years Weighted average discount rate 4.4% Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 25,527 Operating cash flows from financing leases 91 Financing cash flows from finance leases 1,120 Total cash paid $ 26,738 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | 16 . Commitments and Contingent Liabilities Contingencies We are involved in various legal proceedings, including as a defendant in a number of lawsuits. Although the outcomes of these proceedings and lawsuits cannot be predicted with certainty, we do not believe that any of the pending legal proceedings and lawsuits are reasonably likely to have a material adverse effect on our financial position, results of operations or cash flows. In addition, we believe that our insurance coverage will mitigate these claims. We and/or our predecessors have been named as a defendant, usually among many defendants, in numerous product liability lawsuits brought by or on behalf of current or former employees of our customers alleging damages caused by silica exposure. As of March 31, 2019, there were 67 active silica-related products liability lawsuits Fairmount Santrol, now known as Bison Merger Sub I, LLC, was 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. These lawsuits were consolidated and, on May 3, 2019, the court granted final approval of a settlement and dismissed the litigation, which resolved this matter without a material adverse effect on our financial position, results of operations or cash flows. On March 18, 2019, we received a subpoena from the SEC seeking information relating to certain value-added proppants marketed and sold by Fairmount Santrol or Covia within the Energy segment since January 1, 2014. We are cooperating with the SEC’s investigation. Given that the investigation is ongoing and that no civil or criminal claims have been threatened or brought to date, we cannot predict what, if any, further action the SEC may take regarding its investigation, and cannot provide an estimate of the potential range of loss, if any, that may result. Accordingly, no accrual has been made with respect to this matter. Included in other long-term liabilities at March 31, 2019 and December 31, 2018, is $4,500 for a pre-acquisition contingent consideration arrangement in the form of earnout payments, related to the purchase of certain coating technology. We entered into an amendment to the coating technology purchase agreement on June 1, 2018. The earnout payments are based on a fixed percentage of sales of products that incorporate the coating technology for thirty years commencing on June 1, 2018. The amendment eliminated the threshold payments of $195,000, which were previously required in order for us to retain 100% ownership of the technology. It also provides for the non-exclusive right to license the technology at a negotiated rate. Royalties We have entered into numerous mineral rights agreements, in which payments under the agreements are expensed as incurred. Certain agreements require annual or quarterly payments based upon annual tons mined or the average selling price of tons sold. Total royalty expense associated with these agreements was $2,564 and $862 for the three months ended March 31, 2019 and 2018, respectively. |
Transactions with Related Parti
Transactions with Related Parties | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 17 . Transactions with Related Parties We sell minerals to Sibelco and certain of its subsidiaries (“related parties”). Sales to related parties We purchase minerals from certain related parties. Purchases from related parties 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 condensed 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 us. Prior to the Merger, during the three months ended March 31, 2018, Unimin did not incur material costs 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 (Loss). Additionally, we are compensated for providing transitional services, such as accounting, human resources, information technology, mine planning, and geological services, to HPQ Co. and such compensation is recorded as a reduction of cost in selling, general, and administrative expenses. Compensation for these transitional services On June 1, 2018, we 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 we pay a 5% commission of revenue, and in the rest of the world, for which we pay 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 we pay a 5% commission of revenue. In addition, we provide sales and marketing support to Sibelco for certain products used in ceramics in North America and Mexico for which we earn a 10% commission of revenue. For the three months ended March 31, 2019, we recorded commission expens Prior to the Merger Date, we had term loans outstanding with a wholly-owned subsidiary of Sibelco. During the three months ended March 31, 2018, we incurred $1,900 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | 18 . Segment Reporting We organize our business into two reportable segments, Energy and Industrial. Our Energy segment offers the oil and gas industry a comprehensive portfolio of raw frac sand, value-added-proppants, well-cementing additives, gravel-packing media and drilling mud additives that meet or exceed standards of the American Petroleum Institute (“API”). Our products serve hydraulic fracturing operations in the U.S., Canada, Argentina, Mexico, China, and northern Europe. The Industrial segment consists of numerous products and materials used in a variety of applications including container glass, flat glass, fiberglass, construction, ceramics, fillers and extenders, paints and plastics, recreation products, and filtration products. The reportable segments are consistent with how management views the markets served by us 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 March 31, 2019 2018 Revenues Energy $ 236,075 $ 207,461 Industrial 192,171 162,360 Total revenues 428,246 369,821 Segment gross profit Energy 15,064 65,495 Industrial 51,622 44,007 Total segment gross profit 66,686 109,502 Operating expenses excluded from segment gross profit Selling, general, and administrative 41,960 25,224 Depreciation, depletion, and amortization 58,095 27,131 Restructuring charges 2,002 - Other operating income, net (6,859 ) - Interest expense, net 25,603 2,298 Other non-operating expense, net 2,187 8,193 Income (loss) from continuing operations before provision (benefit) for income taxes $ (56,302 ) $ 46,656 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 19 . Goodwill and Intangible Assets Goodwill was $131,655 at March 31, 2019 and December 31, 2018, and is entirely attributable to the Industrial segment. Goodwill represents the excess of purchase price over the fair value of net assets acquired. We evaluate goodwill at the reporting unit level on an annual basis on October 31 and also on an interim basis when indicators of impairment exist. There were no events or changes in circumstances that would more likely than not result in an impairment in the carrying value of goodwill at March 31, 2019. Changes in the carrying amount of intangible assets are as follows: March 31, 2019 December 31, 2018 Beginning balance $ 188,418 $ 52,196 Less: Reclassification to operating right-of-use assets (40,902 ) - Assets acquired - 136,222 Ending balance 147,516 188,418 Accumulated amortization, beginning balance (51,305 ) (26,600 ) Less: Reclassification to operating right-of-use assets accumulated amortization 5,115 - Amortization for the period (8,395 ) (24,705 ) Accumulated amortization, ending balance (54,585 ) (51,305 ) Intangible assets, net $ 92,931 $ 137,113 Intangible assets, net includes acquired supply agreements, acquired stream mitigation rights Amortization expense is recognized in Depreciation, depletion and amortization expense in the Condensed Consolidated Statements of Income (Loss). The intangible assets had a weighted average amortization period The estimated amortization expense related to intangible assets for the five succeeding years is as follows Amortization 2019 $ 14,313 2020 15,307 2021 15,307 2022 15,307 2023 15,307 Thereafter 17,390 Total $ 92,931 |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges | 20 . Restructuring Charges In September 2018 and November 2018, we idled operations at six facilities serving the Energy segment in response to reduced customer demand. Our activities to idle the facilities have largely been completed at March 31, 2019, and all significant restructuring charges have been recorded. We did not allocate the restructuring costs to our Energy segment. Additionally, in connection with the Merger, we initiated restructuring activities to achieve cost synergies from our combined operations. We did not allocate these Merger-related restructuring costs to either of our business segments. The following table presents a summary of restructuring charges for the three months ended March 31, 2019. There were no restructuring charges in the three months ended March 31, 2018. Merger-related Idled facilities Total Restructuring charges Severance and relocation costs $ 1,921 $ - $ 1,921 Contract termination costs - 81 81 Total restructuring charges $ 1,921 $ 81 $ 2,002 The following table presents our restructuring reserve activity during 2019: Merger-related Idled facilities Total Accrued restructuring charges Balances at December 31, 2018 $ 15,578 $ 3,974 $ 19,552 Charges 1,921 81 2,002 Cash payments (2,707 ) (579 ) (3,286 ) Balances at March 31, 2019 $ 14,792 $ 3,476 $ 18,268 Current accrued restructuring charges are included in accrued expenses and long-term restructuring charges are included in other non-current liabilities. |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 (“Merger Date”), Unimin Corporation (“Unimin”) completed a business combination (“Merger”) whereby Fairmount Santrol Holdings Inc. (“Fairmount Santrol”) merged into a wholly owned subsidiary of Unimin and ceased to exist as a separate corporate entity. Immediately following the consummation of the Merger, Unimin changed its name to Covia Holdings Corporation and began operating under that name. The common stock of Fairmount Santrol was delisted from the New York Stock Exchange (“NYSE”) prior to the market opening on June 1, 2018, and Covia commenced trading under the ticker symbol “CVIA” on that date. Upon the consummation of the Merger, the former stockholders of Fairmount Santrol (including holders of certain Fairmount Santrol equity awards) received, in the aggregate, $170,000 in cash consideration and approximately 35% of the common stock of Covia. Approximately 65% of the outstanding shares 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, we redeemed approximately 18,528 shares of Unimin common stock from Sibelco in exchange for an amount in cash equal to approximately (i) $660,000 plus interest accruing at 5.0% per annum for the period from September 30, 2017 through June 1, 2018 less (ii) $170,000 in cash paid to Fairmount Santrol stockholders. In connection with the Merger, we also completed a debt refinancing transaction, with Barclays Bank PLC as administrative agent, by entering into a $1,650,000 senior secured term loan (“Term Loan”) and a $200,000 revolving credit facility (“Revolver”). The proceeds of the Term Loan were used to repay the indebtedness of Unimin and Fairmount Santrol and to pay the cash portion of the Merger consideration and expenses related to the Merger. See Note 6 for further discussion of the refinancing transaction and terms of such indebtedness. As a condition to the Merger, Unimin contributed substantially all of the assets of its Electronics segment, including $31,000 of cash, to Sibelco North America, Inc. (“HPQ Co.”), a newly-formed wholly owned subsidiary of Unimin, in exchange for all of the stock of HPQ Co. and the assumption by HPQ Co. of certain liabilities. Unimin distributed all of the stock of HPQ Co. to Sibelco in exchange for 170 shares (or 15,097 shares subsequent to the stock split) 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 Consolidated Statements of Income and include legal, accounting, valuation and financial advisory services, integration and other costs totaling $651 and $5,300 for the three months ended March 31, 2019 and 2018, respectively. Unimin was determined to be the acquirer in the Merger for accounting purposes, and the historical financial statements and certain historical amounts included in the Notes to the Condensed Consolidated Financial Statements relate to Unimin. The Condensed Consolidated Balance Sheets at December 31, 2018 and forward reflect Covia results. 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 Our unaudited condensed consolidated financial statements 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, 2018 was derived from audited consolidated 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 our consolidated financial statements and notes thereto and for each of the three years in the period ended December 31, 2018, which are included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (“SEC”) on March 22, 2019 (“Form 10-K”), and information included elsewhere in this Quarterly Report on Form 10-Q (“Report”). On June 1, 2018, we effected an 89:1 stock split with respect to our shares of common stock. |
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. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the use of valuation experts. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. |
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. Our cash and cash equivalents are held on deposit and are available to us on demand without restriction, prior notice, or penalty. |
Revenue Recognition | Revenue Recognition We derive our revenues by mining, manufacturing, and processing minerals that our customers purchase for various uses. Revenues are primarily derived from contracts with customers with terms typically ranging from one to eight years in length, and are measured by the amount of consideration we expect to receive in exchange for transferring our products. The consideration we expect to receive is based on the volumes and price of the product per ton as defined in the underlying contract. The price per ton is based on the market value for similar products plus costs associated with transportation and transloading, as applicable. Depending on the contract, this may also be net of discounts and rebates. The transaction price is not adjusted for the effects of a significant financing component, as the time period between transfer of control of the goods and expected payment is one year or less. Sales, value-added, and other similar taxes collected are excluded from revenue. On January 1, 2018, we adopted ASU No. 2014-09 – Revenue from Contracts with Customers (Topic 606) Our products may be sold with rebates, discounts, take-or-pay provisions, or other features which are accounted for as variable consideration. Rebates and discounts are not material and have not been separately disclosed. Contracts that contain take-or-pay provisions obligate customers to pay shortfall payments if the required volumes, as defined in the contracts, are not purchased. Shortfall payments are recognized as revenues when the likelihood of the customer purchasing the minimum volume becomes remote, subject to renegotiation of the contract and collectability. At March 31, 2019 and December 31, 2018, we had no accounts receivable related to shortfall payments. We disaggregate revenues by major source consistent with our segment reporting. See Note 18 for further detail. |
Accounts Receivable | Accounts Receivable Accounts receivable as presented in the consolidated balance sheets are related to our contracts and are recorded when the right to consideration becomes likely at the amount management expects to collect. Accounts receivable do not bear interest if paid when contractually due, and payments are generally due within thirty to forty-five days of invoicing. We typically do not record contract assets, as the transfer of control of our products results in an unconditional right to receive consideration. |
Allowance for Doubtful Accounts | 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 March 31, 2019, we had two customers whose accounts receivable balances exceeded 10% of total accounts receivable. These two customers comprised approximately 14% and 13% of the accounts receivable balance, respectively, at March 31, 2019. At December 31, 2018, we had two customers whose accounts receivable balance exceeded 10% of total accounts receivable. These two customers each comprised approximately 10% of our accounts receivable balance at December 31, 2018. In the three months ended March 31, 2019 and 2018, one customer exceeded 10% of revenues |
Asset Retirement Obligation | Asset Retirement Obligation We estimate the future cost of dismantling, restoring, and reclaiming operating excavation sites and related facilities in accordance with federal, state, and local regulatory requirements. We record the initial estimated present value of these costs as an asset retirement obligation and increase the carrying amount of the related asset by a corresponding amount. The related asset is classified as property, plant, and equipment and amortized over its useful life. We adjust the related asset and liability for changes resulting from the passage of time and revisions to either the timing or amount of the original present value estimate. Cost estimates are escalated for inflation and market risk premium and 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 March 31, 2019 and December 31, 2018, we had asset retirement obligations of |
Leases | Leases We lease railcars, machinery, equipment, land, buildings and office space under operating lease arrangements. Certain mobile equipment leasing arrangements, subject to purchase options are leased under finance lease arrangements. We account for leases in accordance with ASC Topic 842 – Leases We determine if an arrangement is or contains a lease at contract inception and exercise judgement and apply certain assumptions when determining the discount rate, lease term and lease payments: • Topic 842 requires a lessee to record a lease liability based on the discounted unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, the incremental borrowing rate. Generally, we do not have knowledge of the rate implicit in the lease and, therefore, in most cases we use the incremental borrowing rate for a lease. • The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that we are reasonably certain to exercise, or an option to extend that is controlled by the lessor. • Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of an option to purchase the underlying asset if we are reasonably certain to exercise the option. All right-of-use assets are periodically reviewed for impairment losses and no impairment of the right-of-use assets has been recorded in the three months ended March 31, 2019. We monitor events and modifications of existing lease agreements that would require reassessment of the lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right-of-use asset. We have elected to apply the short-term lease exemption to all classes of leased assets. The exemption allows for the non-recognition of right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. Short-term lease payments associated with a lease are recorded on a straight-line basis over the lease term. Certain of our lease agreements include rental payments based on a percentage of usage and others include rental payments adjusted periodically based on an index, such as the Consumer Price Index. These payments are recorded as variable costs under operating leases. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements On January 1, 2019 we adopted Topic 842, which requires lessees to recognize a right-of-use asset and lease liability on their consolidated balance sheet related to the rights and obligations created by most leases, while continuing to recognize expense on their consolidated statements of income over the lease term. We elected to transition to Topic 842 using the modified retrospective method to apply the standard on its effective date, January 1, 2019. Prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under previous lease guidance, ASC Topic 840 – Leases. We elected to use the package of practical expedients permitted under the transition guidance. We did not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases. For lease agreements that include lease and non-lease components, we elected to use the practical expedient to combine lease and non-lease components for all classes of assets and to not record on the balance sheet leases with a term of twelve months or less. The impact of the adoption of Topic 842 on the accompanying Condensed Consolidated Balance Sheets resulted in recording additional right-of assets and lease liabilities of approximately $442,147 and $406,840, respectively. The right-of-use assets at the date of adoption includes approximately $35,787 of lease intangible assets related to favorable market terms of certain railcar leases acquired in the Merger. See Note 15 for further detail. 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 June 2016, the FASB issued ASU No. 2016-13 – Financial Instruments – Credit Losses (Topic 326) 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 November 2018, the FASB issued ASU No. 2018-18 – Collaborative Arrangements (Topic 808) — Clarifying the Interaction between Topic 808 and Topic 606 |
Merger and Purchase Price Acc_2
Merger and Purchase Price Accounting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Accounting of Acquired Assets and Liabilities Including Measurement Period Adjustments | The following table summarizes the purchase price accounting of the acquired assets and liabilities assumed as of June 1, 2018, including measurement period adjustments. June 1, 2018 Cash and cash equivalents $ 105,303 Inventories, net 108,005 Accounts receivable 159,373 Property, plant, and equipment, net 1,649,876 Intangible assets, net 136,222 Prepaid expenses and other assets 9,563 Other non-current assets 4,182 Total identifiable assets acquired 2,172,524 Debt 748,722 Other current liabilities 160,117 Deferred tax liability 199,627 Other long-term liabilities 45,169 Total liabilities assumed 1,153,635 Net identifiable assets acquired 1,018,889 Non-controlling interest 453 Goodwill 295,224 Total consideration transferred $ 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 40,914 1-15 years Trade name 17,000 1 year Technology 5,000 12 years Other 308 95 years Total approximate fair value $ 136,222 |
Summary of Pro Forma Financial Information | The following unaudited pro forma condensed combined financial information presents our 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 our results. All material intercompany transactions during the periods presented have been eliminated in consolidation. 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 months ended March 31, 2018. Three Months Ended March 31, 2018 Revenues $ 643,159 Net income 63,264 Earnings per share – basic $ 0.53 Earnings per share – diluted 0.53 |
Discontinued Operations - Dis_2
Discontinued Operations - Disposition of Unimin's Electronics Segment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Operating Results, Significant Operating and Investing Cash and Noncash Items of Discontinued Operations | The operating results of our discontinued operations in the three months ended March 31, 2018 are as follows: Three Months Ended March 31, 2018 Major line items constituting income from discontinued operations Revenues $ 44,786 Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) 28,247 Selling, general and administrative expenses 4,000 Depreciation, depletion and amortization expense 2,278 Other operating income (40 ) Income from discontinued operations before provision for income taxes 10,301 Provision for income taxes 1,545 Income from discontinued operations, net of tax $ 8,756 The significant operating and investing cash and noncash items of the discontinued operations included in the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 were as follows: Three Months Ended March 31, 2018 Depreciation, depletion and amortization expense $ 2,278 Capital expenditures $ 3,549 |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | At March 31, 2019 and December 31, 2018, inventories consisted of the following March 31, 2019 December 31, 2018 Raw materials $ 29,555 $ 30,410 Work-in-process 16,866 19,886 Finished goods 73,401 73,628 Spare parts 40,644 39,046 Inventories, net $ 160,466 $ 162,970 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | At March 31, 2019 and December 31, 2018, property, plant, and equipment consisted of the following March 31, 2019 December 31, 2018 Land and improvements $ 228,767 $ 224,894 Mineral rights properties 1,324,257 1,323,090 Machinery and equipment 1,611,997 1,607,116 Buildings and improvements 546,007 544,117 Railroad equipment 155,992 155,998 Furniture, fixtures, and other 5,278 5,260 Assets under construction 189,980 184,360 4,062,278 4,044,835 Accumulated depletion and depreciation (1,261,393 ) (1,210,474 ) Property, plant, and equipment, net $ 2,800,885 $ 2,834,361 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | At March 31, 2019 and December 31, 2018, long-term debt consisted of the following March 31, 2019 December 31, 2018 Term Loan $ 1,637,625 $ 1,641,750 Industrial Revenue Bond 10,000 10,000 Finance lease liabilities 7,896 6,417 Other borrowings 1,722 1,809 Term Loan deferred financing costs, net (30,342 ) (31,607 ) 1,626,901 1,628,369 Less: current portion (15,700 ) (15,482 ) Long-term debt including finance leases $ 1,611,201 $ 1,612,887 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | At March 31, 2019 and December 31, 2018, accrued expenses consisted of the following March 31, 2019 December 31, 2018 Accrued bonus & other benefits $ 22,718 $ 38,445 Accrued Merger related costs 408 502 Accrued restructuring charges 13,345 15,819 Accrued insurance 7,836 7,026 Accrued property taxes 8,006 9,120 Accrual for capital spending 9,267 19,289 Other accrued expenses 42,253 39,960 Accrued expenses $ 103,833 $ 130,161 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018, respectively: Three Months Ended March 31, 2019 2018 Numerators: Net income (loss) from continuing operations attributable to Covia Holdings Corporation $ (52,245 ) $ 36,786 Income from discontinued operations, net of tax - 8,756 Net income (loss) attributable to Covia Holdings Corporation $ (52,245 ) $ 45,542 Denominator: Basic weighted average shares outstanding 131,287 119,645 Dilutive effect of employee stock options and RSUs - - Diluted weighted average shares outstanding 131,287 119,645 Continuing operations earnings (loss) per common share – basic $ (0.40 ) $ 0.31 Continuing operations earnings (loss) per common share – diluted (0.40 ) 0.31 Discontinued operations earnings per common share – basic - 0.07 Discontinued operations earnings per common share – diluted - 0.07 Earnings (loss) per common share – basic (0.40 ) 0.38 Earnings (loss) per common share – diluted $ (0.40 ) $ 0.38 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swap Agreements | The following table summarizes our interest rate swap agreements at March 31, 2019 and December 31, 2018: Interest Rate Swap Agreements Maturity Date Rate Notional Value Debt Instrument Hedged Percentage of Term Loan Outstanding March 31, 2019 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% Designated as cash flow hedge June 1, 2024 2.81% 50,000 Term Loan 3% Designated as cash flow hedge June 1, 2025 2.85% 50,000 Term Loan 3% Designated as cash flow hedge June 1, 2025 2.87% 50,000 Term Loan 3% $ 660,000 40% December 31, 2018 Designated as cash flow hedge June 1, 2023 2.81% $ 100,000 Term Loan 6% Designated as cash flow hedge June 1, 2025 2.87% 200,000 Term Loan 12% Designated as cash flow hedge September 5, 2019 2.92% 210,000 Term Loan 13% Not designated as cash flow hedge June 1, 2024 2.81% 50,000 Term Loan 3% Not designated as cash flow hedge June 1, 2025 2.85% 50,000 Term Loan 3% Not designated as cash flow hedge June 1, 2025 2.87% 50,000 Term Loan 3% $ 660,000 40% |
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 March 31, 2019 and December 31, 2018. The net amount of derivative liabilities can be reconciled to the tabular disclosure of fair value in Note 10: Liabilities Interest Rate Swap Agreements Balance Sheet Classification March 31, 2019 December 31, 2018 Designated as cash flow hedges Other non-current liabilities $ (11,692 ) $ (2,846 ) Not designated as cash flow hedges Other non-current liabilities - (1,271 ) $ (11,692 ) $ (4,117 ) |
Schedule of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) | The tables below presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss) as of March 31, 2019 and 2018: Amount of Loss Recognized in OCI Three Months Ended March 31, Derivatives in Hedging Relationships 2019 2018 Designated as Cash Flow Hedges Interest rate swap agreements $ 8,031 $ - Location of Loss Amount of Loss Reclassified from Accumulated Other Comprehensive Loss Derivatives in Recognized on Three Months Ended March 31, Hedging Relationships Derivative 2019 2018 Designated as Cash Flow Hedges Interest rate swap agreements Interest expense, net $ 190 $ - |
Schedule of Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Income (Loss) | The table below presents the effect of our derivative financial instruments on the Condensed Consolidated Statements of Income (Loss) in the three months ended March 31, 2019 and 2018: Location of Loss on Derivative Interest expense, net Three Months Ended March 31, 2019 2018 Total Interest Expense presented in the Statements of Income (Loss) in which the effects of cash flow hedges are recorded $ 25,603 $ 2,298 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 $ 190 $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value for Long-term Debt | The following table presents the fair value as of March 31, 2019 and December 31, 2018, respectively, for our 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 March 31, 2019 Term Loan $ - $ 1,391,981 $ - $ 1,391,981 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 1,401,981 $ - $ 1,401,981 December 31, 2018 Term Loan $ - $ 1,182,060 $ - $ 1,182,060 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 1,192,060 $ - $ 1,192,060 |
Financial Instruments Carried at Fair Value | The following table presents the amounts carried at fair value as of March 31, 2019 and December 31, 2018 for our other financial instruments Quoted Other in Active Observable Unobservable Markets Inputs Inputs Recurring Fair Value Measurements (Level 1) (Level 2) (Level 3) Total March 31, 2019 Interest rate swap agreements $ - $ 11,692 $ - $ 11,692 Contingent consideration - - 4,500 4,500 $ - $ 11,692 $ 4,500 $ 16,192 December 31, 2018 Interest rate swap agreements $ - $ 4,117 $ - $ 4,117 Contingent consideration 4,500 4,500 $ - $ 4,117 $ 4,500 $ 8,617 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share Based Compensation Activity of Option and Non-option Instruments | Options Weighted Average Exercise Price, Options TRSUs Weighted Average Price at TRSU Issue Date PRSUs Weighted Average Price at PRSU Issue Date Outstanding at December 31, 2018 2,503 $ 33.49 746 $ 26.12 - $ - Granted - - 1,264 4.74 1,448 4.74 Exercised or distributed - - (232 ) 27.87 - - Forfeited (7 ) 38.61 (9 ) 28.00 - - Expired (1 ) 50.15 - - - - Outstanding at March 31, 2019 2,495 $ 33.47 1,769 $ 10.63 1,448 $ 4.74 |
Pension and other Post-Employ_2
Pension and other Post-Employment Benefits (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 as follows: Covia Pension Plans Three Months Ended March 31, 2019 2018 Components of net periodic benefit cost Service cost $ 551 $ 2,202 Interest cost 2,084 2,333 Expected return on plan assets (2,308 ) (2,680 ) Amortization of prior service cost 82 138 Amortization of net actuarial loss 522 1,304 Recognized settlement loss 1,679 - Net periodic benefit cost $ 2,610 $ 3,297 Postretirement Medical Plans Three Months Ended March 31, 2019 2018 Components of net periodic benefit cost Service cost $ 73 $ 266 Interest cost 120 211 Amortization of net actuarial loss 40 122 Net periodic benefit cost $ 233 $ 599 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss attributable to Covia Holdings Corporation at March 31, 2019 and December 31, 2018 were as follows: March 31, 2019 Gross Tax Effect Net Amount Foreign currency translation adjustments $ (51,088 ) $ - $ (51,088 ) Amounts related to employee benefit obligations (47,594 ) 13,706 (33,888 ) Unrealized gain (loss) on interest rate hedges (12,924 ) 2,558 (10,366 ) $ (111,606 ) $ 16,264 $ (95,342 ) December 31, 2018 Gross Tax Effect Net Amount Foreign currency translation adjustments $ (53,389 ) $ - $ (53,389 ) Amounts related to employee benefit obligations (52,496 ) 14,574 (37,922 ) Unrealized gain (loss) on interest rate hedges (5,083 ) 1,169 (3,914 ) $ (110,968 ) $ 15,743 $ (95,225 ) |
Changes in Accumulated Other Comprehensive Loss by Component | The following table presents the changes in accumulated other comprehensive loss by component for the three months ended March 31, 2019: Three Months Ended March 31, 2019 Foreign Amounts related Unrealized currency to employee gain (loss) translation benefit on interest adjustments obligations rate hedges Total Beginning balance $ (53,389 ) $ (37,922 ) $ (3,914 ) $ (95,225 ) Other comprehensive income before reclassifications 2,301 4,902 (7,841 ) (638 ) Amounts reclassified from accumulated other comprehensive loss - (868 ) 1,389 521 Ending balance $ (51,088 ) $ (33,888 ) $ (10,366 ) $ (95,342 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating Leases and Finance Leases | Operating leases and finance leases are included in the Condensed Consolidated Balance Sheets as follows: Classification March 31, 2019 Lease assets Operating right-of-use assets, net Assets $ 422,897 Finance right-of-use assets, net Property, plant, and equipment, net 11,195 Total lease assets $ 434,092 Lease liabilities Operating lease liabilities, current Current liabilities $ 73,305 Operating lease liabilities, non-current Liabilities 315,841 Finance lease liabilities, current Current portion of long-term debt 4,401 Finance lease liabilities, non-current Long-term debt 3,495 Total lease liabilities $ 397,042 |
Schedule of Components of Lease Costs | The components of lease costs, which were included in income (loss) from operations in our Condensed Consolidated Statements of Income (Loss), were as follows: Three Months Ended March 31, 2019 Operating leases Operating lease costs $ 27,259 Variable lease costs 151 Short-term lease costs 4,791 Total operating lease costs $ 32,201 Financing leases Amortization of right-of-use asset $ 619 Interest on finance lease liabilities 37 Total finance lease costs $ 656 |
Schedule of Future Minimum Lease Payments under Non-Cancelable Leases | Maturities of lease liabilities as of March 31, 2019 are as follows: Operating Finance Total 2019 $ 92,782 $ 4,706 $ 97,488 2020 81,038 2,267 83,305 2021 69,134 772 69,906 2022 59,776 468 60,244 2023 49,083 123 49,206 2024 and Thereafter 115,263 - 115,263 Total lease payments 467,076 8,336 475,412 Less imputed lease interest (77,930 ) (440 ) (78,370 ) Total lease liabilities $ 389,146 $ 7,896 $ 397,042 |
Schedule of Future Minimum Lease Payments under ASC 840 | Minimum lease payments under ASC 840, as of December 31, 2018, are as follows: 2019 $ 104,602 2020 81,365 2021 69,358 2022 59,044 2023 52,121 Thereafter 121,014 Total $ 487,504 |
Schedule of Additional Information Related to Leases | Additional information related to leases is presented as follows: Three Months Ended March 31, 2019 Operating leases Weighted average remaining lease term 6.5 years Weighted average discount rate 5.8% Financing leases Weighted average remaining lease term 2.2 years Weighted average discount rate 4.4% Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 25,527 Operating cash flows from financing leases 91 Financing cash flows from finance leases 1,120 Total cash paid $ 26,738 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Summarized Financial Information for Reportable Segments | Three Months Ended March 31, 2019 2018 Revenues Energy $ 236,075 $ 207,461 Industrial 192,171 162,360 Total revenues 428,246 369,821 Segment gross profit Energy 15,064 65,495 Industrial 51,622 44,007 Total segment gross profit 66,686 109,502 Operating expenses excluded from segment gross profit Selling, general, and administrative 41,960 25,224 Depreciation, depletion, and amortization 58,095 27,131 Restructuring charges 2,002 - Other operating income, net (6,859 ) - Interest expense, net 25,603 2,298 Other non-operating expense, net 2,187 8,193 Income (loss) from continuing operations before provision (benefit) for income taxes $ (56,302 ) $ 46,656 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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: March 31, 2019 December 31, 2018 Beginning balance $ 188,418 $ 52,196 Less: Reclassification to operating right-of-use assets (40,902 ) - Assets acquired - 136,222 Ending balance 147,516 188,418 Accumulated amortization, beginning balance (51,305 ) (26,600 ) Less: Reclassification to operating right-of-use assets accumulated amortization 5,115 - Amortization for the period (8,395 ) (24,705 ) Accumulated amortization, ending balance (54,585 ) (51,305 ) Intangible assets, net $ 92,931 $ 137,113 |
Summary of Estimated Amortization Expense Related to Intangible Assets | The estimated amortization expense related to intangible assets for the five succeeding years is as follows Amortization 2019 $ 14,313 2020 15,307 2021 15,307 2022 15,307 2023 15,307 Thereafter 17,390 Total $ 92,931 |
Restructuring Charges - (Tables
Restructuring Charges - (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring And Related Activities [Abstract] | |
Summary of Restructuring Charges | The following table presents a summary of restructuring charges for the three months ended March 31, 2019. There were no restructuring charges in the three months ended March 31, 2018. Merger-related Idled facilities Total Restructuring charges Severance and relocation costs $ 1,921 $ - $ 1,921 Contract termination costs - 81 81 Total restructuring charges $ 1,921 $ 81 $ 2,002 |
Summary of Restructuring Reserve Activity | The following table presents our restructuring reserve activity during 2019: Merger-related Idled facilities Total Accrued restructuring charges Balances at December 31, 2018 $ 15,578 $ 3,974 $ 19,552 Charges 1,921 81 2,002 Cash payments (2,707 ) (579 ) (3,286 ) Balances at March 31, 2019 $ 14,792 $ 3,476 $ 18,268 |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies - Additional Information (Detail) shares in Thousands | Jun. 02, 2018USD ($) | Jun. 01, 2018USD ($)shares | May 31, 2018shares | May 31, 2018 | Mar. 31, 2019USD ($)Customershares | Dec. 31, 2018USD ($) | Mar. 31, 2018USD ($)Customer | Jun. 01, 2018USD ($) | Dec. 31, 2018USD ($)Customer |
Significant Of Accounting Policies [Line Items] | |||||||||
Stock split description | Unimin effected an 89:1 stock split in May 2018 | On June 1, 2018, we effected an 89:1 stock split with respect to our shares of common stock. | |||||||
Stock split conversion ratio | 89.00% | ||||||||
Accounts receivable related to shortfall payments | $ 0 | $ 0 | $ 0 | ||||||
Asset retirement obligation | 31,716,000 | 31,199,000 | 31,199,000 | ||||||
Long lived assets impairment charge | 0 | ||||||||
Right-of-use asset | 11,195,000 | ||||||||
Lease liability | 7,896,000 | 6,417,000 | $ 6,417,000 | ||||||
Topic 842 | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Right-of-use asset | 442,147,000 | ||||||||
Lease liability | 406,840,000 | ||||||||
Finance lease intangible assets | $ 35,787,000 | ||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Number of customer | Customer | 2 | 2 | |||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 14.00% | 10.00% | |||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 13.00% | 10.00% | |||||||
Revenues [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 11.00% | 12.00% | |||||||
Number of customers | Customer | 1 | 1 | |||||||
Minimum [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Accounts receivable payment terms | 30 days | ||||||||
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 | $ 467,000 | $ 506,000 | |||||||
Scr Sibelco Nv [Member] | HPQ Co [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Payments for merger related costs | $ 31,000,000 | ||||||||
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 | ||||||||
Revolver [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Line of credit facility maximum borrowing capacity | $ 200,000,000 | $ 200,000,000 | |||||||
Merger Agreement [Member] | Other Nonoperating Income (Expense) [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Merger related costs and expenses | $ 651,000 | $ 5,300,000 | |||||||
Merger Agreement [Member] | Revolver [Member] | Scr Sibelco Nv [Member] | Barclays Bank PLC [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Line of credit facility maximum borrowing capacity | $ 200,000,000 | ||||||||
Merger Agreement [Member] | Senior Secured Term Loan [Member] | Scr Sibelco Nv [Member] | Barclays Bank PLC [Member] | |||||||||
Significant Of Accounting Policies [Line Items] | |||||||||
Proceeds from Issuance of Debt | 1,650,000,000 | ||||||||
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% | ||||||||
Redemption of shares | shares | 18,528 | ||||||||
Redeem shares of common stock | $ 660,000,000 | ||||||||
Percentage of additional interest on payment to acquire business | 5.00% | ||||||||
Deduction in payments for redemption of common shares | $ 170,000,000 |
Merger and Purchase Price Acc_3
Merger and Purchase Price Accounting - Additional Information (Detail) - USD ($) | Jun. 01, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 131,655,000 | $ 131,655,000 | |
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 | ||
Goodwill | $ 295,224,000 | ||
Goodwill expected to be deductible for income tax purposes | $ 0 | ||
Goodwill allocation description | Goodwill of $78,143 and $217,081 allocated to the Industrial and Energy reporting units, respectively, is attributable to the earnings potential of Fairmount Santrol’s product and plant portfolio, anticipated synergies, the assembled workforce of Fairmount Santrol, and other benefits that we believe will result from the Merger. During the third quarter of 2018 it was determined that the goodwill allocated to the Energy reporting unit was impaired and 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 | ||
Fairmount Santrol Holdings Inc [Member] | Industrial [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | 78,143,000 | ||
Fairmount Santrol Holdings Inc [Member] | Energy [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | 217,081,000 | ||
Fairmount Santrol Holdings Inc [Member] | Fair Value Adjustment to Inventory | |||
Business Acquisition [Line Items] | |||
Fair value adjustments in inventory | 38,409,000 | ||
Fairmount Santrol Holdings Inc [Member] | Fair Value Adjustment to Inventory | Spare Parts | |||
Business Acquisition [Line Items] | |||
Fair value adjustments in inventory | $ 7,593,000 | ||
Propel SSP Technology [Member] | |||
Business Acquisition [Line Items] | |||
Purchase agreement amendment date | Jun. 1, 2018 | ||
Earnout payments term | 30 years | ||
Earnout payments commencement date | Jun. 1, 2018 | ||
Purchase agreement elimination of threshold payments | $ 195,000,000 | ||
Percentage of ownership of technology | 100.00% | ||
Propel SSP Technology [Member] | Other Long-Term Liabilities [Member] | |||
Business Acquisition [Line Items] | |||
Pre-acquisition contingent consideration | $ 9,500,000 |
Merger and Purchase Price Acc_4
Merger and Purchase Price Accounting - Summary of Purchase Price Accounting of Acquired Assets and Liabilities Including Measurement Period Adjustments (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 01, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 131,655 | $ 131,655 | |
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 | 1,649,876 | ||
Intangible assets, net | 136,222 | ||
Prepaid expenses and other assets | 9,563 | ||
Other non-current assets | 4,182 | ||
Total identifiable assets acquired | 2,172,524 | ||
Debt | 748,722 | ||
Other current liabilities | 160,117 | ||
Deferred tax liability | 199,627 | ||
Other long-term liabilities | 45,169 | ||
Total liabilities assumed | 1,153,635 | ||
Net identifiable assets acquired | 1,018,889 | ||
Non-controlling interest | 453 | ||
Goodwill | 295,224 | ||
Total consideration transferred | $ 1,313,660 |
Merger and Purchase Price Acc_5
Merger and Purchase Price Accounting - Summary of Fair Value of Acquired Intangible Assets and Related Estimated Useful Lives (Detail) - USD ($) $ in Thousands | Jun. 01, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Estimated Useful Life | 7 years | 7 years | |
Fairmount Santrol Holdings Inc [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 136,222 | ||
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 | $ 40,914 | ||
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 | $ 5,000 | ||
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 Purchase Price Acc_6
Merger and Purchase Price Accounting - Summary of Pro Forma Financial Information (Detail) - Fairmount Santrol Holdings Inc [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenues | $ | $ 643,159 |
Net income | $ | $ 63,264 |
Earnings per share – basic | $ / shares | $ 0.53 |
Earnings per share – diluted | $ / shares | $ 0.53 |
Discontinued Operations - Dis_3
Discontinued Operations - Disposition of Unimin's Electronics Segment - Additional Information (Detail) - Scr Sibelco Nv [Member] - HPQ Co [Member] - USD ($) shares in Thousands, $ in Thousands | Jun. 01, 2018 | May 31, 2018 |
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 | $ 165,383 | |
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_4
Discontinued Operations - Disposition of Unimin's Electronics Segment - Operating Results of Discontinued Operations (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Major line items constituting income from discontinued operations | |
Income from discontinued operations, net of tax | $ 8,756 |
HPQ Co [Member] | |
Major line items constituting income from discontinued operations | |
Revenues | 44,786 |
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) | 28,247 |
Selling, general and administrative expenses | 4,000 |
Depreciation, depletion and amortization expense | 2,278 |
Other operating income | (40) |
Income from discontinued operations before provision for income taxes | 10,301 |
Provision for income taxes | 1,545 |
Income from discontinued operations, net of tax | $ 8,756 |
Discontinued Operations - Dis_5
Discontinued Operations - Disposition of Unimin's Electronics Segment - Significant Operating and Investing Cash and Noncash Items of Discontinued Operations (Detail) - HPQ Co [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Depreciation, depletion and amortization expense | $ 2,278 |
Capital expenditures | $ 3,549 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 29,555 | $ 30,410 |
Work-in-process | 16,866 | 19,886 |
Finished goods | 73,401 | 73,628 |
Spare parts | 40,644 | 39,046 |
Inventories, net | $ 160,466 | $ 162,970 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of Property, Plant, and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 4,062,278 | $ 4,044,835 |
Accumulated depletion and depreciation | (1,261,393) | (1,210,474) |
Property, plant, and equipment, net | 2,800,885 | 2,834,361 |
Land and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 228,767 | 224,894 |
Mineral Rights Properties [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 1,324,257 | 1,323,090 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 1,611,997 | 1,607,116 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 546,007 | 544,117 |
Railroad Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 155,992 | 155,998 |
Furniture, Fixtures and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 5,278 | 5,260 |
Assets Under Construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 189,980 | $ 184,360 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Industrial Revenue Bond | $ 10,000 | $ 10,000 |
Finance lease liabilities | 7,896 | 6,417 |
Other borrowings | 1,722 | 1,809 |
Long term debt | 1,626,901 | 1,628,369 |
Less: current portion | (15,700) | (15,482) |
Long-term debt including finance leases | 1,611,201 | 1,612,887 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Term Loans | 1,637,625 | 1,641,750 |
Term Loan deferred financing costs, net | $ (30,342) | $ (31,607) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Jun. 01, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2019CAD ($) | Mar. 19, 2019 | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||
Long term debt | $ 1,626,901,000 | $ 1,628,369,000 | |||
Available capacity remaining on the revolving credit facility | 188,721,000 | ||||
Letter of credit outstanding | $ 1,900,000 | $ 1,900,000 | |||
Industrial Revenue Bond [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument borrowings, maturity date | Sep. 1, 2027 | ||||
Debt instrument, interest rate | 1.52% | 1.52% | |||
Debt instrument face amount | $ 10,000,000 | ||||
Debt instrument, collateralized by letter of credit | $ 10,000,000 | ||||
Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate description | Two of these unrelated parties had interest rates of 1.0% and 4.11%, respectively, at both March 31, 2019 and December 31, 2018. The promissory note’s third unrelated party does not require any interest payments. | ||||
Promissory Note [Member] | Unrelated Party One [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 1.00% | 1.00% | 1.00% | ||
Promissory Note [Member] | Unrelated Party Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 4.11% | 4.11% | 4.11% | ||
Bank Overdrafts [Member] | Bank of Montreal [Member] | Subsidiaries [Member] | Canada [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% | 4.95% | ||
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%. | ||||
Debt instrument, interest rate | 6.10% | 6.10% | |||
Debt instrument, financing fee | 0.50% | ||||
Line of credit facility maximum borrowing capacity | $ 200,000,000 | ||||
Maximum total net leverage ratio for fiscal quarters ending March 31, 2019 to December 31, 2019 | 660.00% | ||||
Maximum total net leverage ratio for the fiscal quarters ending March 31, 2020 to December 31, 2020 | 550.00% | ||||
Maximum total net leverage ratio for fiscal quarters ending March 31, 2021 to June 30, 2021 | 450.00% | ||||
Maximum total net leverage ratio for fiscal quarters ending September 30, 2021 to December 31, 2021 | 425.00% | ||||
Maximum total net leverage ratio for fiscal quarters ending March 31, 2022 and thereafter | 400.00% | ||||
Maximum total net leverage ratio if covenant reset trigger occurred | 350.00% | ||||
Available capacity remaining on the revolving credit facility | $ 200,000,000 | ||||
Letter of credit outstanding | 11,279,000 | ||||
Line of credit | $ 0 | ||||
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 (as hereinafter defined) | ||||
Debt Instrument, Covenant Description | There are no financial covenants governing the Term Loan | ||||
Debt instrument, interest rate | 6.30% | 6.30% | |||
Term Loan [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Long term debt | $ 150,000,000 | ||||
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% |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued bonus & other benefits | $ 22,718 | $ 38,445 |
Accrued Merger related costs | 408 | 502 |
Accrued restructuring charges | 13,345 | 15,819 |
Accrued insurance | 7,836 | 7,026 |
Accrued property taxes | 8,006 | 9,120 |
Accrual for capital spending | 9,267 | 19,289 |
Other accrued expenses | 42,253 | 39,960 |
Accrued expenses | $ 103,833 | $ 130,161 |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerators: | ||
Net income (loss) from continuing operations attributable to Covia Holdings Corporation | $ (52,245) | $ 36,786 |
Income from discontinued operations, net of tax | 8,756 | |
Net income (loss) attributable to Covia Holdings Corporation | $ (52,245) | $ 45,542 |
Denominator: | ||
Basic weighted average shares outstanding | 131,287 | 119,645 |
Diluted weighted average shares outstanding | 131,287 | 119,645 |
Continuing operations earnings (loss) per common share – basic | $ (0.40) | $ 0.31 |
Continuing operations earnings (loss) per common share – diluted | (0.40) | 0.31 |
Discontinued operations earnings per common share – basic | 0.07 | |
Discontinued operations earnings per common share – diluted | 0.07 | |
Earnings (loss) per common share – basic | (0.40) | 0.38 |
Earnings (loss) per common share – diluted | $ (0.40) | $ 0.38 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) shares in Thousands | 1 Months Ended | 3 Months Ended |
May 31, 2018 | Mar. 31, 2019shares | |
Earnings Per Share [Abstract] | ||
Stock split description | Unimin effected an 89:1 stock split in May 2018 | On June 1, 2018, we effected an 89:1 stock split with respect to our shares of common stock. |
Stock split, ratio | 89 | |
Potential common share, diluted weighted average share outstanding | 2,926 | |
Dilutive securities omitted from the calculation of diluted weighted average shares outstanding | 286 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) $ in Thousands | Dec. 20, 2018Agreement | Jun. 01, 2018Agreement | Mar. 31, 2019USD ($) |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||
Number of interest rate swap agreements | Agreement | 3 | 2 | |
Amount expected to be reclassified into interest expense within next twelve months | $ | $ 1,940 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Interest Rate Swap Agreements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | ||
Notional Value | $ 660,000 | $ 660,000 |
Percentage of Term Loan Outstanding | 40.00% | 40.00% |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement One [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2023 | Jun. 1, 2023 |
Rate | 2.81% | 2.81% |
Notional Value | $ 100,000 | $ 100,000 |
Debt Instrument Hedged | Term Loan | Term Loan |
Percentage of Term Loan Outstanding | 6.00% | 6.00% |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Two [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2025 | Jun. 1, 2025 |
Rate | 2.87% | 2.87% |
Notional Value | $ 200,000 | $ 200,000 |
Debt Instrument Hedged | Term Loan | Term Loan |
Percentage of Term Loan Outstanding | 12.00% | 12.00% |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Three [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Sep. 5, 2019 | Sep. 5, 2019 |
Rate | 2.92% | 2.92% |
Notional Value | $ 210,000 | $ 210,000 |
Debt Instrument Hedged | Term Loan | Term Loan |
Percentage of Term Loan Outstanding | 13.00% | 13.00% |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Four [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2024 | |
Rate | 2.81% | |
Notional Value | $ 50,000 | |
Debt Instrument Hedged | Term Loan | |
Percentage of Term Loan Outstanding | 3.00% | |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Five [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2025 | |
Rate | 2.85% | |
Notional Value | $ 50,000 | |
Debt Instrument Hedged | Term Loan | |
Percentage of Term Loan Outstanding | 3.00% | |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Six [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2025 | |
Rate | 2.87% | |
Notional Value | $ 50,000 | |
Debt Instrument Hedged | Term Loan | |
Percentage of Term Loan Outstanding | 3.00% | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Four [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2024 | |
Rate | 2.81% | |
Notional Value | $ 50,000 | |
Debt Instrument Hedged | Term Loan | |
Percentage of Term Loan Outstanding | 3.00% | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Five [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2025 | |
Rate | 2.85% | |
Notional Value | $ 50,000 | |
Debt Instrument Hedged | Term Loan | |
Percentage of Term Loan Outstanding | 3.00% | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Six [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2025 | |
Rate | 2.87% | |
Notional Value | $ 50,000 | |
Debt Instrument Hedged | Term Loan | |
Percentage of Term Loan Outstanding | 3.00% |
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] - Cash Flow Hedges [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (11,692) | $ (4,117) |
Designated as Hedging Instrument [Member] | Other Non-Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (11,692) | (2,846) |
Not Designated as Hedging Instrument [Member] | Other Non-Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (1,271) |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) (Detail) - Cash Flow Hedges [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments Gain Loss [Line Items] | ||
Location of Loss Recognized on Derivative | Interest expense, net | Interest expense, net |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreements [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Loss Recognized in OCI | $ 8,031 | |
Location of Loss Recognized on Derivative | Interest expense, net | |
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss | $ 190 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments Gain Loss [Line Items] | ||
Interest expense | $ (25,603) | $ (2,298) |
Cash Flow Hedges [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Location of Loss on Derivative | Interest expense, net | Interest expense, net |
Interest expense | $ 25,603 | $ 2,298 |
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 | $ 190 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value for Long-term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | $ 1,401,981 | $ 1,192,060 |
Term Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 1,391,981 | 1,182,060 |
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 | 10,000 |
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 | 1,401,981 | 1,192,060 |
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 | 1,391,981 | 1,182,060 |
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 | $ 10,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Carried at Fair Value (Detail) - Recurring Fair Value Measurements [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 4,500 | $ 4,500 |
Total | 16,192 | 8,617 |
Interest Rate Swap Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | 11,692 | 4,117 |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 11,692 | 4,117 |
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 | 11,692 | 4,117 |
Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 4,500 | 4,500 |
Total | $ 4,500 | $ 4,500 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Thousands | Jun. 01, 2018USD ($) |
Coating Technology [Member] | |
Fair Value Measurements [Line Items] | |
Pre-acquisition contingent consideration | $ 9,500 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
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 | $ 2,767 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Share Based Compensation Activity of Option and Non-option Instruments (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding Beginning Balance | shares | 2,503 |
Options, Forfeited | shares | (7) |
Options, Expired | shares | (1) |
Options, Outstanding Ending Balance | shares | 2,495 |
Weighted Average Exercise Price, Options, Outstanding Beginning Balance | $ / shares | $ 33.49 |
Weighted Average Exercise Price, Options, Forfeited | $ / shares | 38.61 |
Weighted Average Exercise Price, Options, Expired | $ / shares | 50.15 |
Weighted Average Exercise Price, Options, Outstanding Ending Balance | $ / shares | $ 33.47 |
TRSUs [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding Beginning Balance | shares | 746 |
Granted | shares | 1,264 |
Exercised or distributed | shares | (232) |
Forfeited | shares | (9) |
Outstanding Ending Balance | shares | 1,769 |
Weighted Average Price at Issue Date, Outstanding Beginning Balance | $ / shares | $ 26.12 |
Weighted Average Price at Issue Date, Granted | $ / shares | 4.74 |
Weighted Average Price at Issue Date, Exercised or distributed | $ / shares | 27.87 |
Weighted Average Price at Issue Date, Forfeited | $ / shares | 28 |
Weighted Average Price at Issue Date, Outstanding Ending Balance | $ / shares | $ 10.63 |
PRSUs [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | shares | 1,448 |
Outstanding Ending Balance | shares | 1,448 |
Weighted Average Price at Issue Date, Granted | $ / shares | $ 4.74 |
Weighted Average Price at Issue Date, Outstanding Ending Balance | $ / shares | $ 4.74 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Provision (benefit) for income taxes | $ (4,054) | $ 9,870 |
Income(loss) before income taxes | $ (56,302) | $ 46,656 |
Effective income tax rate | 7.20% | 21.20% |
Pension and other Post-Employ_3
Pension and other Post-Employment Benefits - Additional Information (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)LocationPension_PlanPlanPayment | Mar. 31, 2018USD ($) | |
Fairmount Santrol [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number Of Defined Benefit Pension Plans | 2 | |
CANADA [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number Of Defined Benefit Pension Plans | 3 | |
Number of post-retirement medical plans | 2 | |
CANADA [Member] | Hourly Employees [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number Of Defined Benefit Pension Plans | 2 | |
CANADA [Member] | Salaried Employees [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number Of Defined Benefit Pension Plans | 1 | |
MEXICO [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of retirement plans | Plan | 4 | |
Number of annual payments | Payment | 5 | |
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 | Plan | 2 | |
Covia Pension Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contributions | $ | $ 341 | $ 1,964 |
Expected employer contributions | $ | $ 3,000 |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Covia Pension Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 551 | $ 2,202 |
Interest cost | 2,084 | 2,333 |
Expected return on plan assets | (2,308) | (2,680) |
Amortization of prior service cost | 82 | 138 |
Amortization of net actuarial loss | 522 | 1,304 |
Recognized settlement loss | 1,679 | |
Net periodic benefit cost | 2,610 | 3,297 |
Postretirement Medical Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 73 | 266 |
Interest cost | 120 | 211 |
Amortization of net actuarial loss | 40 | 122 |
Net periodic benefit cost | $ 233 | $ 599 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | $ (111,606) | $ (110,968) |
Accumulated other comprehensive loss, Tax Effect | 16,264 | 15,743 |
Accumulated other comprehensive loss | (95,342) | (95,225) |
Foreign Currency Translation Adjustments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | (51,088) | (53,389) |
Accumulated other comprehensive loss | (51,088) | (53,389) |
Amounts Related to Employee Benefit Obligations [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | (47,594) | (52,496) |
Accumulated other comprehensive loss, Tax Effect | 13,706 | 14,574 |
Accumulated other comprehensive loss | (33,888) | (37,922) |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | (12,924) | (5,083) |
Accumulated other comprehensive loss, Tax Effect | 2,558 | 1,169 |
Accumulated other comprehensive loss | $ (10,366) | $ (3,914) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss by Component (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | $ 1,454,953 |
Other comprehensive income before reclassifications | (638) |
Amounts reclassified from accumulated other comprehensive loss | 521 |
Ending balances | 1,405,332 |
Foreign Currency Translation Adjustments [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (53,389) |
Other comprehensive income before reclassifications | 2,301 |
Ending balances | (51,088) |
Amounts Related to Employee Benefit Obligations [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (37,922) |
Other comprehensive income before reclassifications | 4,902 |
Amounts reclassified from accumulated other comprehensive loss | (868) |
Ending balances | (33,888) |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (3,914) |
Other comprehensive income before reclassifications | (7,841) |
Amounts reclassified from accumulated other comprehensive loss | 1,389 |
Ending balances | (10,366) |
Accumulated Other Comprehensive Income [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (95,225) |
Other comprehensive income before reclassifications | (638) |
Amounts reclassified from accumulated other comprehensive loss | 521 |
Ending balances | $ (95,342) |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases and Finance Leases (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Lease assets | |
Operating right-of-use assets, net | $ 422,897 |
Finance right-of-use assets, net | 11,195 |
Total lease assets | 434,092 |
Lease liabilities | |
Operating lease liabilities, current | 73,305 |
Operating lease liabilities, non-current | 315,841 |
Finance lease liabilities, current | 4,401 |
Finance lease liabilities, non-current | 3,495 |
Total lease liabilities | $ 397,042 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Costs (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Operating leases | |
Operating lease costs | $ 27,259 |
Variable lease costs | 151 |
Short-term lease costs | 4,791 |
Total operating lease costs | 32,201 |
Financing leases | |
Amortization of right-of-use asset | 619 |
Interest on finance lease liabilities | 37 |
Total finance lease costs | $ 656 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments under Non-Cancelable Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Operating | ||
2019 | $ 92,782 | |
2020 | 81,038 | |
2021 | 69,134 | |
2022 | 59,776 | |
2023 | 49,083 | |
2024 and Thereafter | 115,263 | |
Total lease payments | 467,076 | |
Less imputed lease interest | (77,930) | |
Total lease liabilities | 389,146 | |
Financing | ||
2019 | 4,706 | |
2020 | 2,267 | |
2021 | 772 | |
2022 | 468 | |
2023 | 123 | |
Total lease payments | 8,336 | |
Less imputed lease interest | (440) | |
Total lease liabilities | 7,896 | $ 6,417 |
Total | ||
2019 | 97,488 | |
2020 | 83,305 | |
2021 | 69,906 | |
2022 | 60,244 | |
2023 | 49,206 | |
2024 and Thereafter | 115,263 | |
Total lease payments | 475,412 | |
Less imputed lease interest | (78,370) | |
Total lease liabilities | $ 397,042 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments under ASC 840 (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 104,602 |
2020 | 81,365 |
2021 | 69,358 |
2022 | 59,044 |
2023 | 52,121 |
Thereafter | 121,014 |
Total | $ 487,504 |
Leases - Schedule of Additional
Leases - Schedule of Additional Information Related to Leases (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Operating leases | |
Weighted average remaining lease term | 6 years 6 months |
Weighted average discount rate | 5.80% |
Financing leases | |
Weighted average remaining lease term | 2 years 2 months 12 days |
Weighted average discount rate | 4.40% |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ 25,527 |
Operating cash flows from financing leases | 91 |
Financing cash flows from finance leases | 1,120 |
Total cash paid | $ 26,738 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities - Additional Information (Detail) $ in Thousands | Jun. 01, 2018USD ($) | Mar. 31, 2019USD ($)Lawsuit | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Commitments And Contingencies [Line Items] | ||||
Total royalty expense | $ 2,564 | $ 862 | ||
Coating Technology [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Pre-acquisition contingent consideration | $ 9,500 | |||
Earnout payments term | 30 years | |||
Earnout payments commencement date | Jun. 1, 2018 | |||
Purchase agreement elimination of threshold payments | $ 195,000 | |||
Percentage of ownership of technology | 100.00% | |||
Purchase agreement amendment date | Jun. 1, 2018 | |||
Coating Technology [Member] | Other Long-Term Liabilities [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Pre-acquisition contingent consideration | $ 4,500 | $ 4,500 | ||
Active Silica Related Products Liability [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Number of lawsuits pending | Lawsuit | 67 |
Transactions with Related Par_2
Transactions with Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 01, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||||
Sales to related party | $ 2,183 | $ 1,609 | ||
Accounts receivable from related parties | 1,501 | $ 768 | ||
Purchases from related parties | 9 | 2,212 | ||
Accounts payable to related parties | 1,504 | $ 522 | ||
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 | 45 | |||
Unimin [Member] | Scr Sibelco Nv [Member] | Term Loan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expense, net | 1,900 | |||
Selling, General and Administrative Expenses [Member] | Scr Sibelco Nv [Member] | ||||
Related Party Transaction [Line Items] | ||||
Commission expense | $ 1,021 | |||
Selling, General and Administrative Expenses [Member] | Unimin [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management and administrative services | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information for Reportable Segments (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||
Revenues | $ 428,246,000 | $ 369,821,000 |
Segment gross profit | ||
Segment gross profit | 66,686,000 | 109,502,000 |
Operating expenses excluded from segment gross profit | ||
Selling, general, and administrative | 41,960,000 | 25,224,000 |
Depreciation, depletion, and amortization | 58,095,000 | 27,131,000 |
Restructuring charges | 2,002,000 | 0 |
Other operating income, net | (6,859,000) | |
Interest expense, net | 25,603,000 | 2,298,000 |
Other non-operating expense, net | 2,187,000 | 8,193,000 |
Income (loss) from continuing operations before provision (benefit) for income taxes | (56,302,000) | 46,656,000 |
Energy [Member] | ||
Revenues | ||
Revenues | 236,075,000 | 207,461,000 |
Segment gross profit | ||
Segment gross profit | 15,064,000 | 65,495,000 |
Industrial [Member] | ||
Revenues | ||
Revenues | 192,171,000 | 162,360,000 |
Segment gross profit | ||
Segment gross profit | $ 51,622,000 | $ 44,007,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 131,655 | $ 131,655 | |
Estimated Useful Life | 7 years | 7 years | |
Amortization expense | $ 8,395 | $ 701 | $ 24,705 |
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 | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Beginning balance | $ 188,418 | $ 52,196 | $ 52,196 |
Less: Reclassification to operating right-of-use assets | (40,902) | ||
Assets acquired | 136,222 | ||
Ending balance | 147,516 | 188,418 | |
Accumulated amortization, beginning balance | (51,305) | (26,600) | (26,600) |
Less: Reclassification to operating right-of-use assets accumulated amortization | 5,115 | ||
Amortization for the period | (8,395) | $ (701) | (24,705) |
Accumulated amortization, ending balance | (54,585) | (51,305) | |
Intangible assets, net | $ 92,931 | $ 137,113 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Estimated Amortization Expense Related to Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2019 | $ 14,313 | |
2020 | 15,307 | |
2021 | 15,307 | |
2022 | 15,307 | |
2023 | 15,307 | |
Thereafter | 17,390 | |
Total | $ 92,931 | $ 137,113 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2019USD ($)Facility | Mar. 31, 2018USD ($) | |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | $ | $ 2,002,000 | $ 0 |
Energy [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Number of facilities idled operations | Facility | 6 |
Restructuring Charges - Summary
Restructuring Charges - Summary of Restructuring Charges (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restructuring Cost And Reserve [Line Items] | ||
Severance and relocation costs | $ 1,921,000 | |
Contract termination costs | 81,000 | |
Total restructuring charges | 2,002,000 | $ 0 |
Merger-Related [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance and relocation costs | 1,921,000 | |
Total restructuring charges | 1,921,000 | |
Idled Facilities [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Contract termination costs | 81,000 | |
Total restructuring charges | $ 81,000 |
Restructuring Charges - Summa_2
Restructuring Charges - Summary of Restructuring Reserve Activity (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restructuring Cost And Reserve [Line Items] | ||
Balances at December 31, 2018 | $ 19,552,000 | |
Restructuring charges | 2,002,000 | $ 0 |
Cash payments | (3,286,000) | |
Balances at March 31, 2019 | 18,268,000 | |
Merger-Related [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Balances at December 31, 2018 | 15,578,000 | |
Restructuring charges | 1,921,000 | |
Cash payments | (2,707,000) | |
Balances at March 31, 2019 | 14,792,000 | |
Idled Facilities [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Balances at December 31, 2018 | 3,974,000 | |
Restructuring charges | 81,000 | |
Cash payments | (579,000) | |
Balances at March 31, 2019 | $ 3,476,000 |