Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 29, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | COVIA HOLDINGS CORPORATION | |
Entity Central Index Key | 0001722287 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity File Number | 001-38510 | |
Entity Tax Identification Number | 13-2656671 | |
Entity Address, Address Line One | 3 Summit Park Drive | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Independence | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44131 | |
City Area Code | 800 | |
Local Phone Number | 255-7263 | |
Entity Common Stock Shares Outstanding | 158,195,156 | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of each class | Common Stock | |
Trading Symbol(s) | CVIA | |
Name of each exchange on which registered | NYSE |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 322,660 | $ 428,246 |
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) | 253,874 | 361,560 |
Operating expenses | ||
Selling, general and administrative expenses | 33,447 | 41,960 |
Depreciation, depletion and amortization expense | 34,830 | 58,095 |
Restructuring and other charges | 5,499 | 2,002 |
Other operating income, net | (2,268) | (6,859) |
Loss from operations | (2,722) | (28,512) |
Interest expense, net | 23,583 | 25,603 |
Other non-operating expense, net | 2,912 | 2,187 |
Loss before benefit for income taxes | (29,217) | (56,302) |
Benefit from income taxes | (28,252) | (4,054) |
Net loss | (965) | (52,248) |
Less: Net loss attributable to the non-controlling interest | (24) | (3) |
Net loss attributable to Covia Holdings Corporation | $ (941) | $ (52,245) |
Loss per share | ||
Basic | $ (0.01) | $ (0.40) |
Diluted | $ (0.01) | $ (0.40) |
Weighted average number of shares outstanding | ||
Basic | 131,850 | 131,287 |
Diluted | 131,850 | 131,287 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (965) | $ (52,248) |
Other comprehensive loss, before tax | ||
Foreign currency translation adjustments | (27,077) | 2,301 |
Employee benefit obligations | 1,854 | 4,902 |
Amortization and change in fair value of derivative instruments | (13,320) | (7,841) |
Total other comprehensive loss, before tax | (38,543) | (638) |
Provision (benefit) for income taxes related to items of other comprehensive loss | 176 | (521) |
Comprehensive loss, net of tax | (39,684) | (52,365) |
Comprehensive loss attributable to the non-controlling interest | (24) | (3) |
Comprehensive loss attributable to Covia Holdings Corporation | $ (39,660) | $ (52,362) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 298,164 | $ 319,484 |
Accounts receivable, net of allowance for doubtful accounts of $2,066 and $2,211 at March 31, 2020 and December 31, 2019, respectively | 183,030 | 199,027 |
Inventories, net | 116,283 | 121,790 |
Other receivables | 40,706 | 15,879 |
Prepaid expenses and other current assets | 18,290 | 20,843 |
Total current assets | 656,473 | 677,023 |
Property, plant and equipment, net | 1,382,248 | 1,419,982 |
Operating right-of-use assets, net | 152,633 | 158,489 |
Deferred tax assets, net | 12,162 | 13,725 |
Goodwill | 119,822 | 119,822 |
Intangibles, net | 31,731 | 33,630 |
Other non-current assets | 25,988 | 23,847 |
Total assets | 2,381,057 | 2,446,518 |
Current liabilities | ||
Current portion of long-term debt | 1,546,769 | 18,633 |
Operating lease liabilities, current | 62,438 | 63,773 |
Accounts payable | 93,459 | 97,313 |
Accrued expenses | 100,488 | 126,895 |
Deferred revenue | 19,648 | 7,815 |
Total current liabilities | 1,822,802 | 314,429 |
Long-term debt | 2,859 | 1,539,073 |
Operating lease liabilities, non-current | 257,448 | 272,378 |
Employee benefit obligations | 63,259 | 66,073 |
Deferred tax liabilities, net | 131 | 131 |
Other non-current liabilities | 95,428 | 77,270 |
Total liabilities | 2,241,927 | 2,269,354 |
Commitments and contingent liabilities (Note 15) | ||
Equity | ||
Preferred stock: $0.01 par value, 15,000 authorized shares at March 31, 2020 and December 31, 2019 Shares outstanding: 0 at March 31, 2020 and December 31, 2019 | ||
Common stock: $0.01 par value, 750,000 authorized shares at March 31, 2020 and December 31, 2019 Shares issued: 158,195 at March 31, 2020 and December 31, 2019 Shares outstanding: 132,024 and 131,743 at March 31, 2020 and December 31, 2019, respectively | 1,777 | 1,777 |
Additional paid-in capital | 396,646 | 400,047 |
Retained earnings | 356,916 | 357,857 |
Accumulated other comprehensive loss | (143,805) | (105,086) |
Total equity attributable to Covia Holdings Corporation before treasury stock | 611,534 | 654,595 |
Less: Treasury stock at cost Shares in treasury: 26,171 and 26,452 at March 31, 2020 and December 31, 2019, respectively | (473,059) | (478,110) |
Total equity attributable to Covia Holdings Corporation | 138,475 | 176,485 |
Non-controlling interest | 655 | 679 |
Total equity | 139,130 | 177,164 |
Total liabilities and equity | $ 2,381,057 | $ 2,446,518 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,066 | $ 2,211 |
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 | 132,024,000 | 131,743,000 |
Shares in treasury | 26,171,000 | 26,452,000 |
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, 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 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 | ||||||
Beginning balances at Dec. 31, 2019 | 177,164 | $ 1,777 | 400,047 | 357,857 | (105,086) | $ (478,110) | 176,485 | 679 |
Beginning balances, shares at Dec. 31, 2019 | 131,743 | 26,452 | ||||||
Net income (loss) | (965) | (941) | (941) | (24) | ||||
Other comprehensive loss | (38,719) | (38,719) | (38,719) | |||||
Share-based awards exercised or distributed | (5,051) | $ 5,051 | ||||||
Share-based awards exercised or distributed, shares | 281 | (281) | ||||||
Stock compensation expense | 1,650 | 1,650 | 1,650 | |||||
Ending balances at Mar. 31, 2020 | $ 139,130 | $ 1,777 | $ 396,646 | $ 356,916 | $ (143,805) | $ (473,059) | $ 138,475 | $ 655 |
Ending balances, shares at Mar. 31, 2020 | 132,024 | 26,171 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Cash Flows [Abstract] | ||
Net loss attributable to Covia Holdings Corporation | $ (941) | $ (52,245) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, depletion, and amortization | 34,830 | 58,095 |
Amortization of deferred financing costs | 1,237 | 1,490 |
Gain on disposal of fixed assets | (815) | |
Deferred income tax benefit | (665) | (8,596) |
Stock compensation expense | 1,650 | 2,767 |
Net loss from non-controlling interest | (24) | (3) |
Other, net | (2,277) | 150 |
Change in operating assets and liabilities: | ||
Accounts receivable | 12,070 | (44,525) |
Inventories | 2,060 | 2,785 |
Prepaid expenses and other assets | (23,517) | 7,703 |
Accounts payable | 40 | (6,364) |
Accrued expenses | (24,376) | (16,339) |
Net cash used in operating activities | (728) | (55,082) |
Cash flows from investing activities | ||
Capital expenditures | (8,297) | (32,881) |
Capitalized interest | (752) | (3,283) |
Proceeds from sale of fixed assets | 1,083 | |
Net cash used in investing activities | (7,966) | (36,164) |
Cash flows from financing activities | ||
Payments on Term Loan | (7,931) | (4,125) |
Payments on other long-term debt | (35) | (87) |
Payments on finance lease liabilities | (1,182) | (1,120) |
Tax payments for withholdings on share-based awards exercised or distributed | (183) | (357) |
Net cash used in financing activities | (9,331) | (5,689) |
Effect of foreign currency exchange rate changes | (3,295) | 97 |
Decrease in cash and cash equivalents | (21,320) | (96,838) |
Cash and cash equivalents | ||
Beginning of period | 319,484 | 134,130 |
End of period | 298,164 | 37,292 |
Supplemental disclosure of cash flow information: | ||
Interest paid, net of capitalized interest | (25,503) | (23,698) |
Income taxes (paid) refunded | 83 | (2,332) |
Non-cash increase in asset retirement obligations | 6,474 | |
Non-cash investing activities: | ||
Capital expenditures and capitalized interest in accounts payable and accrued expenses | 2,369 | 18,738 |
Right-of-use assets obtained in exchange for lease liabilities | $ 169 | $ 411,191 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Business and Summary of Significant Accounting Policies | 1 . Business and Summary of Significant Accounting Policies Nature of Operations Covia Holdings Corporation, including its consolidated subsidiaries (collectively, “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, and kaolin 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, metals, 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. Our products serve hydraulic fracturing operations in the U.S., Canada, Argentina, Mexico, China, and northern Europe. Covia began operating in its current form following a business combination between Fairmount Santrol Holdings Inc. (“Fairmont Santrol”) and Unimin Corporation (“Unimin”) pursuant to which Fairmount Santrol was merged into a wholly-owned subsidiary of Unimin, Bison Merger Sub, LLC (“Merger Sub”), with Merger Sub as the surviving entity following the merger (the “Merger”). The Merger was completed on June 1, 2018 (the “Merger Date”), after which Unimin changed its name to Covia Holdings Corporation. Covia began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “CVIA” on June 1, 2018. See Note 21 for further detail on Covia’s listing on the NYSE. 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, 2019 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, 2019, which are included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (“SEC”) on March 16, 2020 (“Form 10-K”), and information included elsewhere in this Quarterly Report on Form 10-Q (“Report”). Going Concern The Company’s financial statements have been prepared under the assumption that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the normal course of business In connection with the preparation of our condensed consolidated financial statements, we conducted an evaluation as to whether there were conditions and events, considered in the aggregate, that raised substantial doubt as to the Company’s ability to continue as a going concern. On June 29, 2020, the Company and certain of its direct and indirect U.S. subsidiaries filed a petition for reorganization under Chapter 11 of the Bankruptcy Code, and in connection therewith, entered into a Restructuring Support Agreement (as defined below) as part of a prearranged plan of reorganization (see further description below). In light of the Company’s Chapter 11 proceedings, o ur ability to continue as a going concern is contingent upon, among other things, our ability to, subject to the approval by the Bankruptcy Court (as defined below), implement a business plan of reorganization, emerge from the Chapter 11 proceedings and generate sufficient liquidity following the reorganization to meet our contractual obligations and operating needs. As a result of risks and uncertainties related to, among other things, (i) the Company’s ability to obtain requisite support for the business plan of reorganization from various stakeholders, and (ii) the disruptive effects of the Chapter 11 proceedings on our business making it potentially more difficult to maintain business, financing and operational relationships, together with the Company’s recurring losses and accumulated deficit, substantial doubt exists regarding our ability to continue as a going concern . Although management believes that the reorganization of the Company through the Chapter 11 Cases (as defined below) will position the Company for sustainable growth opportunities, the Chapter 11 filing caused an event of default under certain instruments governing the Company’s indebtedness, which is stayed during the pendency of the Company’s bankruptcy proceeding. Further, there are several risks and uncertainties associated with the Company’s bankruptcy, including, among others: (a) the Company’s prearranged plan of reorganization may never be confirmed or become effective, (b) the Restructuring Support Agreement (as defined below) may be terminated by one or more of the parties thereto, (c) the Bankruptcy Court may grant or deny motions in a manner that is adverse to the Company and its subsidiaries, and (d) the Company’s Chapter 11 Cases may be converted into a Chapter 7 liquidation. Voluntary Reorganization under Chapter 11 (Subsequent Event) On June 29, 2020 (the “Petition Date”), Covia Holdings Corporation and certain of its direct and indirect U.S. subsidiaries (collectively, the “Company Parties”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re: Covia Holdings Corporation, et al. The Company Parties continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. To ensure ordinary course operations, the Debtors have sought, and expect to obtain, approval from the Bankruptcy Court for certain “first day” motions, including motions to obtain customary relief intended to continue ordinary course operations after the Petition Date. The Company’s filing of the Chapter 11 Cases constituted an event of default under the Term Loan, the Industrial Revenue Bond and the Receivables Facility (in each case, as defined herein). Due to the Chapter 11 Cases, however, the lenders’ ability to exercise remedies under the Company’s respective debt instruments was stayed as of the date of the Chapter 11 petition and continues to be stayed. On June 29, 2020, and in connection with the filing of the Chapter 11 Cases, the Company Parties entered into a Restructuring Support Agreement (the “Restructuring Support Agreement”) with the lenders who represent at least a majority of the aggregate principal amount of the lenders under the Term Loan Agreement Under the Restructuring Support Agreement, the Plan must be confirmed and declared effective by the Bankruptcy Court no later than 150 days after the Petition Date. Under the Bankruptcy Code, a majority in number and two-thirds in amount of each impaired class of claims must approve the Plan. The Restructuring Support Agreement requires the Consenting Stakeholders to vote in favor of and support the Plan, and the Consenting Stakeholders represent the requisite number of votes for the Term Loan’s class of creditors entitled to vote on the Plan. See Note 21 for further detail on the terms of the Restructuring Support Agreement. The Company cannot predict the ultimate outcome of the Chapter 11 Cases. Although the Company expects the Chapter 11 Cases to proceed in accordance with the milestones set forth in the Restructuring Support Agreement, third parties may propose alternative plans of reorganization. Further, t he Restructuring Support Agreement may be terminated upon the occurrence of certain events set forth in the Definitive Documents (as defined in the Restructuring Support Agreement), including the failure to meet specified milestones specified in the Restructuring Term Sheet For periods occurring after the Petition Date, the Company began accounting and reporting according to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852 – Reorganizations, which specifies the accounting and financial reporting requirements for entities reorganizing through chapter 11 bankruptcy proceedings. These requirements include distinguishing transactions associated with the reorganization separate from activities related to the ongoing operations of the business. 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: 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. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements Allowance for Doubtful Accounts On January 1, 2020, we adopted ASU No. 2016-13 – Financial Instruments – Credit Losses (Topic 326) Recently Issued Accounting Pronouncements 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 December 2019, the FASB issued ASU No. 2019-12 – Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories, net | 2 . Inventories, net At March 31, 2020 and December 31, 2019, inventories consisted of the following: March 31, 2020 December 31, 2019 (in thousands) Raw materials $ 42,045 $ 44,218 Work-in-process 2,193 2,809 Finished goods 39,715 42,766 Spare parts 32,330 31,997 Inventories, net $ 116,283 $ 121,790 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 3 Months Ended |
Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment, net | 3 . Property, Plant, and Equipment, net At March 31, 2020 and December 31, 2019, property, plant, and equipment consisted of the following: March 31, 2020 December 31, 2019 (in thousands) Land and improvements $ 225,107 $ 230,300 Mineral rights properties 664,437 677,238 Machinery and equipment 1,315,919 1,338,411 Buildings and improvements 322,468 327,314 Railroad equipment 59,917 59,761 Furniture, fixtures, and other 5,148 5,382 Assets under construction 102,079 103,715 2,695,075 2,742,121 Accumulated depletion and depreciation (1,312,827 ) (1,322,139 ) Property, plant, and equipment, net $ 1,382,248 $ 1,419,982 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 the precipitous decline in oil and gas markets required a review of the assets of our Energy segment for recoverability. We have concluded that the asset groups within our Energy segment were recoverable at March 31, 2020; however, there is a risk that we will be unable to recover certain asset groups within our Energy segment, associated with our West Texas operations, due to the capacity reduction decisions made in the second quarter of 2020 . These reductions are being evaluated to determine if they will impact future undiscounted cashflows of the asset groups, that as of March 31, 2020 have a carrying value of approximately $300 million, a portion of which may be deemed impaired. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 4 . Long-Term Debt At March 31, 2020 and December 31, 2019, long-term debt consisted of the following: March 31, 2020 December 31, 2019 (in thousands) Term Loan $ 1,558,508 $ 1,566,440 Finance lease liabilities 5,602 6,875 Industrial Revenue Bond 10,000 10,000 Other borrowings 109 145 Term Loan deferred financing costs, net (24,591 ) (25,754 ) 1,549,628 1,557,706 Less: current portion (1,546,769 ) (18,633 ) Long-term debt including finance leases $ 2,859 $ 1,539,073 As discussed in Note 1, the Company and certain of its direct and indirect U.S. subsidiaries ee Note 21 for further detail on the Company Parties’ Voluntary Reorganization under Chapter 11 Term Loan On June 1, 2018, in connection with the Merger, we completed a debt refinancing transaction with Barclays Bank PLC as administrative agent by entering into a $1.65 billion senior secured term loan (the “Term Loan”) that was issued at par with a maturity date of June 1, 2025. The Term Loan requires quarterly principal payments of $4.1 million, reduced to $4.0 million after the December 2019 repurchases, and quarterly interest payments from 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 $150.0 million of non-restricted cash, divided by EBITDA. The Term Loan is guaranteed by all of our wholly-owned, material, domestic, restricted subsidiaries (including Merger Sub as successor to Fairmount Santrol, and all of the wholly-owned material restricted subsidiaries of Fairmount Santrol), subject to certain exceptions. In addition, subject to various exceptions, the Term Loan is secured by substantially all of our assets and those of each guarantor, including, but not limited to (a) a perfected first-priority pledge of all of the capital stock held by us or any guarantor of each existing or subsequently acquired or organized wholly-owned restricted subsidiary (no more than 65% of the voting stock of any foreign subsidiary) and (b) perfected first priority security interests in substantially all of our tangible and intangible assets and those of each guarantor. The Term Loan is not guaranteed by certain foreign subsidiaries, including our Mexican and Canadian subsidiaries. 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. The Term Loan places certain restrictions on our ability to pay dividends on our common stock. At March 31, 2020, the Term Loan had an interest rate of 5.9%. Revolver In addition to the Term Loan, on June 1, 2018, in connection with the Merger, we entered into a $200 million revolving credit facility (as amended, the “Revolver”) to replace a previous credit facility. There were no borrowings under the Revolver at December 31, 2019. We voluntarily cancelled the Revolver, effective December 31, 2019, in connection with receiving a commitment from PNC Bank, National Association, for a new, three-year Receivables Facility On March 31, 2020, we entered into a Receivables Financing Agreement (“Receivables Facility”) by and among (i) Covia, as initial servicer, (ii) Covia Financing LLC, a wholly-owned subsidiary of Covia, as borrower (“Covia Financing”), (iii) the persons from time to time party thereto, as lenders, (iv) PNC Bank, National Association, as LC bank and as administrative agent (“PNC”), and (v) PNC Capital Markets LLC, as structuring agent (“Structuring Agent”). In connection with the Receivables Facility, on March 31, 2020, Covia, as originator and servicer, and Covia Financing, as the buyer, entered into a Purchase and Sale Agreement (“PSA”), and various of Covia’s subsidiaries, as sub-originators (“Sub-Originators”), and Covia, as the buyer and servicer, entered into the Sub-Originator Purchase and Sale Agreement (“Sub-PSA”). Together, the Receivables Facility, the PSA, and the Sub-PSA (“Agreements”) establish the primary terms and conditions of an accounts receivable securitization program (the “Receivables Facility”). Pursuant to the terms of the Sub-PSA, the Sub-Originators will sell its receivables to Covia in a true sale conveyance. Pursuant to the PSA, Covia, in its capacity as originator, will sell in a true sale conveyance its receivables, including the receivables it purchased from the Sub-Originators, to Covia Financing. Under the Receivables Facility, Covia Financing may borrow or obtain letters of credit in an amount not to exceed $75 million in the aggregate and will secure its obligations with a pledge of undivided interests in such receivables, together with related security and interests in the proceeds thereof, to PNC. The loans under the Receivables Facility are an obligation of Covia Financing and not the Sub-Originators or Covia. None of the Sub-Originators nor Covia guarantee the collectability of the trade receivables or the creditworthiness of the obligors of the receivables. Amounts outstanding under the Receivables Facility accrue interest based on LIBOR Market Index Rate, provided that Covia Financing may select adjusted LIBOR for a tranche period. The Receivables Facility terminates on March 31, 2023, unless terminated earlier pursuant to the terms of the Agreements. There were no borrowings under the Receivables Facility at March 31, 2020. The filing of the Chapter 11 Cases constituted an event of default under the Receivables Facility. See Note 21 for further detail on the Receivables Facility . Industrial Revenue Bond We hold a $10.0 million 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 4.5% at March 31, 2020. The bond matures on September 1, 2027 and is collateralized by a letter of credit of $10.0 million. The filing of the Chapter 11 Cases constituted an event of default under the Industrial Revenue Bond. See Note 21 for further details. Other Borrowings Other borrowings at March 31, 2020 and December 31, 2019 were comprised of a promissory note with three unrelated third parties. Two of these unrelated parties had interest rates of 1.0% and 4.11%, respectively, at both March 31, 2020 and December 31, 2019. The third unrelated party was repaid with proceeds from the sale of the Winchester & Western Railroad from September 10, 2019 and did not require any interest payments. As of March 31, 2020, one of our subsidiaries had a C$2.0 million Canadian dollar overdraft facility with the Bank of Montreal. We have guaranteed the obligations of the subsidiary under the overdraft facility. As of March 31, 2020 and December 31, 2019, there were no borrowings outstanding under the overdraft facility. The rates of the overdraft facility were 4.95% at March 31, 2020 and December 31, 2019. On June 25, 2020, we amended the terms of the facility, reducing the amount to C$500,000 and removing the guarantee obligations. At March 31, 2020 we had $12.7 million of outstanding standby letters of credit backed by the Receivables Facility. At December 31, 2019, we had $13.2 million of outstanding standby letters of credit held outside of a credit facility. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 5 . Accrued Expenses At March 31, 2020 and December 31, 2019, accrued expenses consisted of the following: March 31, 2020 December 31, 2019 (in thousands) Accrued bonus & other benefits $ 7,419 $ 9,220 Accrued restructuring and other charges 3,493 8,212 Accrued interest 22,088 24,480 Accrued insurance 7,223 8,770 Accrued property taxes 8,408 11,741 Other accrued expenses 51,857 64,472 Accrued expenses $ 100,488 $ 126,895 |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 6 . Earnings per Share The table below shows the computation of basic and diluted earnings per share for the three months ended March 31, 2020 and 2019, respectively: Three Months Ended March 31, 2020 2019 (in thousands, except per share data) Numerators: Net loss attributable to Covia Holdings Corporation $ (941 ) $ (52,245 ) Denominator: Basic weighted average shares outstanding 131,850 131,287 Dilutive effect of employee stock options and RSUs - - Diluted weighted average shares outstanding 131,850 131,287 Earnings (loss) per share – basic (0.01 ) (0.40 ) Earnings (loss) per share – diluted $ (0.01 ) $ (0.40 ) The calculation of diluted weighted average shares outstanding for the three months ended March 31, 2020 and 2019 excludes 3.3 million and 2.9 million potential shares of common stock, respectively. These potential shares of common stock are excluded from the calculations of diluted weighted average shares outstanding because the effect of including these potential shares of common stock would be antidilutive. The dilutive effect of 0.4 million and 0.3 million shares in the three months ended March 31, 2020 and 2019, respectively, was omitted from the calculation of diluted weighted average shares outstanding and diluted earnings per share because we were in a loss position in those periods. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 7 . Derivative Instruments Due to our variable-rate indebtedness, we are exposed to fluctuations in interest rates. We use fixed interest rate swaps to manage this exposure. 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 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. All of our derivative financial instruments are designated as hedging instruments as of March 31, 2020 and December 31, 2019. The following table summarizes our interest rate swap agreements at March 31, 2020 and December 31, 2019: Interest Rate Swap Agreements Maturity Date Rate Notional Value (in thousands) Debt Instrument Hedged Percentage of Term Loan Outstanding 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 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% $ 450,000 28% We expect $8.3 million to be reclassified from accumulated other comprehensive loss into interest expense within the next twelve months. The following table summarizes the fair values and the respective classification in the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019. The net amount of derivative liabilities can be reconciled to the tabular disclosure of fair value in Note 8: Liabilities March 31, 2020 December 31, 2019 Interest Rate Swap Agreements Balance Sheet Classification (in thousands) Designated as cash flow hedges Other non-current liabilities $ (24,159 ) $ (13,420 ) Designated as cash flow hedges Accrued expenses (10,477 ) (7,827 ) $ (34,636 ) $ (21,247 ) The tables below presents the effect of cash flow hedge accounting on accumulated other comprehensive loss as of March 31, 2020 and 2019: Amount of Loss Recognized in Other Comprehensive Loss Three Months Ended March 31, 2020 2019 Derivatives in Hedging Relationships (in thousands) Designated as Cash Flow Hedges Interest rate swap agreements $ 14,583 $ 8,031 Amount of Loss Reclassified from Accumulated Other Comprehensive Loss Location of Loss Three Months Ended March 31, Derivatives in Recognized on 2020 2019 Hedging Relationships Derivative (in thousands) Designated as Cash Flow Hedges Interest rate swap agreements Interest expense, net $ 1,263 $ 190 The table below presents the effect of our derivative financial instruments on the Condensed Consolidated Statements of Loss in the three months ended March 31, 2020 and 2019: Location of Loss on Derivative Interest expense, net Three Months Ended March 31, 2020 2019 (in thousands) Total Interest Expense presented in the Statements of Loss in which the effects of cash flow hedges are recorded $ 23,583 $ 25,603 Effects of cash flow hedging: Loss on Hedging Relationships Interest rate swap agreements Amount of loss reclassified from accumulated other comprehensive loss to earnings $ 1,263 $ 190 All of our derivative financial instruments are designated as hedging instruments for the three months ended March 31, 2020 and 2019. The filing of the Chapter 11 Cases constituted an event of default under the agreements governing the interest rate swaps, resulting in the acceleration of our outstanding indebtedness thereunder. See Note 21 to our condensed consolidated financial statements for further discussion. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. 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. 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 4 for further details on our long-term debt. The following table presents the fair value as of March 31, 2020 and December 31, 2019, respectively, for our long-term debt: Quoted Prices Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Long-Term Debt Fair Value Measurements (in thousands) March 31, 2020 Term Loan $ - $ 685,744 $ - $ 685,744 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 695,744 $ - $ 695,744 December 31, 2019 Term Loan $ - $ 1,210,075 $ - $ 1,210,075 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 1,220,075 $ - $ 1,220,075 The following table presents the amounts carried at fair value as of March 31, 2020 and December 31, 2019 for our other financial instruments. Quoted Prices Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Recurring Fair Value Measurements (in thousands) March 31, 2020 Interest rate swap agreements liability $ - $ 34,636 $ - $ 34,636 December 31, 2019 Interest rate swap agreements liability $ - $ 21,247 $ - $ 21,247 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9 . Stock-Based Compensation Stock-based compensation includes time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and nonqualified stock options (“Options” and, together with the RSUs and PSUs, 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 Covia Holdings Corporation 2018 Omnibus Incentive 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 p art of the Merger , and no Options have been granted since the Merger Date . P SUs granted under t he 2014 Plan were converted to RSUs as part of the Merger . All A wards granted since the Merger Date have been made under the 2018 Plan and have been limited to RSUs and PSUs . The fair values of the RSUs and Options were estimated at the Merger Date. The fair value of the RSUs was determined to be the opening share price of Covia’s common stock on the NYSE at the Merger Date. The fair value of Options was estimated at the Merger date using the Black Scholes-Merton option pricing model. All Awards activity during the three months ended March 31, 2020 was as follows: Options Weighted Average Exercise Price, Options RSUs Weighted Average Price at RSU Issue Date PSUs Weighted Average Price at PSU Issue Date (in thousands, except per share data) Outstanding at December 31, 2019 1,704 $ 36.01 2,069 $ 6.10 1,051 $ 4.74 Exercised or distributed - - (401 ) 8.79 - - Forfeited (3 ) 43.12 (35 ) 5.86 (23 ) 4.74 Expired (236 ) 36.08 - - - - Outstanding at March 31, 2020 1,465 $ 35.98 1,633 $ 5.44 1,028 $ 4.74 We recorded stock compensation expense of $1.7 million and $2.8 million in the three months ended March 31, 2020 and 2019, respectively. Stock compensation expense is included in selling, general, and administrative expenses on the Condensed Consolidated Statements of Loss and in additional paid-in capital on the Condensed Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 0 . 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, 2020, we recorded a tax benefit of $28.3 million on a loss before income taxes of $29.2 million resulting in an effective tax rate of 96.7%, compared to a tax benefit of $4.1 million on loss before income taxes of $56.3 million resulting in an effective tax rate of 7.2% for the same period of 2019. The increase in the effective tax rate is primarily attributable to a discrete benefit resulting from provisions of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act allowing for increased carryback and utilization of net operating losses (see additional explanation below). 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 changes to a valuation allowance set up on deferred taxes. In response to the economic impact of the coronavirus (COVID-19) pandemic, on March 27, 2020, President Trump signed into law the CARES Act. The CARES Act enacts a number of economic relief measures, including the infusion of various tax cash benefits into negatively affected companies to ease the impact of the pandemic. The CARES Act specifically includes provisions allowing net operating losses arising in tax years beginning after December 31, 2017, and before January 1, 2021 to be carried back to each of the five tax years preceding the tax year of such loss. In addition, the CARES Act removed the limitation that net operating losses generated after 2017 could only offset 80% of taxable income. For the quarter ending March 31, 2020, we recorded a discrete benefit of $29.3 million resulting from this change as losses now eligible for utilization were estimated as not realizable prior to the CARES Act. |
Pension and Other Post-Employme
Pension and Other Post-Employment Benefits | 3 Months Ended |
Mar. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Pension and other Post-Employment Benefits | 1 1 . 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 Covia Holdings Corporation Pension Plan, formerly known as the Unimin Corporation Pension Plan (the “Pension Plan”), a defined benefit plan for hourly and salaried employees, and the Covia Holdings Corporation Restoration Plan, formerly known as the Unimin Corporation Pension Restoration Plan (the “Restoration Plan”), a non-qualified supplemental benefit 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. Under the Restoration Plan, salaried participants accrue benefits based on service and final average pay. Hourly participants' benefits are based on service and a benefit formula. The Pension Plan was closed to new entrants effective January 1, 2008, and union employee participation in the Pension Plan at the last three unionized locations participating in the Pension Plan was closed to new entrants effective November 1, 2017. 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 Pension Plan was frozen as of December 31, 2018 for all non-union employees, and 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 of the Pension Plan. In addition, an independent advisor has been engaged for the Pension Plan 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 the Restoration Plan and the Pension Plan in the U.S., we offer a retiree medical plan in the U.S. to certain union employees that is exposed to risk of increases in health care costs. The retiree medical plan previously covered certain salaried employees and certain groups of hourly employees, but effective December 31, 2018, the retiree medical plan was terminated for salaried employees. The retiree medical plan remains open to certain groups of union employees. In Canada, we sponsor three defined benefit retirement plans. Two of the 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. Minimum funding is required under the provincial Pension Benefits Act (Ontario) and related regulations and maximum funding is set in the Federal Income Tax Act of Canada and regulations. The defined benefit retirement plans are administered by Covia Canada Ltd., a wholly-owned subsidiary of Covia Holdings Corporation (“Covia Canada”). A pension committee exists to ensure proper administration, management and investment review with respect to the benefits of the defined benefit retirement plans through implementation of governance procedures. In addition, there are two post-retirement medical plans in Canada. The medical plans are administered by an insurance company with Covia 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 the severance payment that would have been paid in the event of termination for other than just cause, required by 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 Materias Primas de Mexico S. de R. L. de C.V., a wholly-owned indirect subsidiary of Covia Holdings Corporation. All plans in Mexico pay lump sums on retirement and pension plans pay benefits through five annual payments conditioned on compliance with non-compete covenants. As part of the Merger, we assumed the two defined benefit pension plans of Fairmount Santrol, the Wedron Silica Company Hourly Employees’ Pension Plan (the “Wedron Pension Plan”) and the Pension Plan for Hourly Bargaining Unit of Technisand – Troy Grove (the “Troy Grove Pension Plan”). These plans cover union employees at certain facilities and provide benefit units based upon years of service. Benefits under the Wedron Pension Plan were frozen effective December 31, 2012. Benefits under the Troy Grove Pension Plan were frozen effective December 31, 2016. The Pension Plan, Restoration Plan, Wedron Pension Plan and Troy Grove Pension Plan were merged into one plan, effective December 31, 2019 (the “Covia Pension Plan”). For 2018 and 2017, the Wedron Pension Plan and Troy Grove Pension Plan are collectively referred to as the “Fairmount 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 30, 2020 and 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 Loss. As a result of the distributions, we re-measured our obligations under the Covia Pension Plan and the discount rate was increased from 3.15% at January 1, 2020 to 3.35% at March 31, 2020. There were no other changes to the assumptions used to calculate the obligation at March 31, 2020. The following tables summarize the components of net periodic benefit costs. Service costs incurred for plant personnel are included in cost of goods sold. Service costs incurred for corporate personnel and retirees are included in selling, general, and administrative expenses. All other components of net period benefit cost are included in other non-operating expense, net on the Condensed Consolidated Statements of Loss, for the three months ended March 31, 2020 and 2019 as follows: Covia Pension Plan Three Months Ended March 31, 2020 2019 (in thousands) Components of net periodic benefit cost Service cost $ 126 $ 551 Interest cost 971 2,084 Expected return on plan assets (1,263 ) (2,308 ) Amortization of prior service cost 27 82 Amortization of net actuarial loss 476 522 Settlement loss 2,011 1,679 Net periodic benefit cost $ 2,348 $ 2,610 Postretirement Medical Plans Three Months Ended March 31, 2020 2019 (in thousands) Components of net periodic benefit cost Service cost $ 79 $ 73 Interest cost 35 120 Amortization of net actuarial loss 15 40 Net periodic benefit cost $ 129 $ 233 We contributed $1.3 million and $0.3 million to the Covia Pension Plan for the three months ended March 31, 2020 and 2019, respectively. Contributions into the Covia Pension Plans for the year ended December 31, 2020 are expected to be $4.0 million. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 1 2. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is a separate line within the Condensed Consolidated Statements of Equity that reports our cumulative loss that has not been reported as part of net loss. The components of accumulated other comprehensive loss attributable to Covia at March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 Gross Tax Effect Net Amount (in thousands) Foreign currency translation adjustments $ (74,661 ) $ - $ (74,661 ) Amounts related to employee benefit obligations (52,796 ) 14,706 (38,090 ) Unrealized gain (loss) on interest rate hedges (35,820 ) 4,766 (31,054 ) $ (163,277 ) $ 19,472 $ (143,805 ) December 31, 2019 Gross Tax Effect Net Amount (in thousands) Foreign currency translation adjustments $ (47,584 ) $ - $ (47,584 ) Amounts related to employee benefit obligations (54,650 ) 14,882 (39,768 ) Unrealized gain (loss) on interest rate hedges (22,500 ) 4,766 (17,734 ) $ (124,734 ) $ 19,648 $ (105,086 ) The following table presents the changes in accumulated other comprehensive loss by component for the three months ended March 31, 2020: Three Months Ended March 31, 2020 Foreign currency translation adjustments Amounts related to employee benefit obligations Unrealized gain (loss) on interest rate hedges Total (in thousands) Beginning balance $ (47,584 ) $ (39,768 ) $ (17,734 ) $ (105,086 ) Other comprehensive loss before reclassifications (27,077 ) (851 ) (14,583 ) (42,511 ) Amounts reclassified from accumulated other comprehensive loss - 2,529 1,263 3,792 Ending balance $ (74,661 ) $ (38,090 ) $ (31,054 ) $ (143,805 ) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | 1 3 . Leases Operating leases and finance leases are included in the Condensed Consolidated Balance Sheets as follows: March 31, 2020 December 31, 2019 Classification (in thousands) Lease assets Operating right-of-use assets, net Assets $ 152,633 $ 158,489 Finance right-of-use assets, net Property, plant, and equipment, net 7,725 11,083 Total lease assets $ 160,358 $ 169,572 Lease liabilities Operating lease liabilities, current Current liabilities $ 62,438 $ 63,773 Operating lease liabilities, non-current Liabilities 257,448 272,378 Finance lease liabilities, current Current portion of long-term debt 2,777 3,496 Finance lease liabilities, non-current Long-term debt 2,825 3,379 Total lease liabilities $ 325,488 $ 343,026 Operating lease costs are recorded on a straight-line basis over the lease term. The change in operating lease costs for the three months ended March 31, 2020 when compared to the three months ended March 31, 2019 is due to the impairment on operating right-of-use assets recognized during the three months ended December 31, 2019 . For operating leases that have been impaired, the lease liability continues to amortize using the same effective interest method as before the impairment charge and the operating right-of-use asset is amortized on a straight-line basis. Finance lease costs in clude amortization of the right-of- use assets and interest o n lease liabilities. The components of lease costs, which were included in loss from operations in our Condensed Consolidated Statements of Loss, were as follows: Three Months Ended March 31, 2020 2019 (in thousands) Operating leases Operating lease costs $ 10,853 $ 27,259 Variable lease costs 228 151 Short-term lease costs 3,922 4,791 Total operating lease costs $ 15,003 $ 32,201 Financing leases Amortization of right-of-use asset $ 873 $ 619 Interest on finance lease liabilities 69 37 Total finance lease costs $ 942 $ 656 Additional information related to leases is presented as follows: Three Months Ended March 31, 2020 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 21,015 $ 25,618 Financing cash flows from finance leases 1,373 1,120 Total cash paid $ 22,388 $ 26,738 |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | 1 4 . Asset Retirement Obligations Asset retirement obligations are recorded in Other non-current liabilities in the Consolidated Balance Sheets. Changes in the asset retirement obligations during the three months ended March 31, 2020 and 2019 were as follows: March 31, 2020 March 31, 2019 (in thousands) Beginning balance $ 46,510 $ 31,199 Accretion 517 517 Additions and revisions of prior estimates 6,474 - Ending balance $ 53,501 $ 31,716 Asset retirement obligations increased from March 31, 2019 to March 31, 2020 primarily due to shortened mines lives and renewed estimates recorded in the fourth quarter of 2019. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | 1 5 . 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 many of 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, 2020, there were 40 active silica-related products liability lawsuits pending in which we are a defendant. Although the outcomes of these lawsuits cannot be predicted with certainty, we do not believe that these matters are reasonably likely to have a material adverse effect on our financial position, results of operations or cash flows. On March 18, 2019, in connection with a non-public SEC investigation, we received a subpoena seeking information relating to certain value-added proppants marketed and sold by Fairmount Santrol or Covia within the Energy segment since January 1, 2014. Since the issuance of that subpoena, the SEC has requested additional information and subpoenaed certain current and former employees to testify. We have been cooperating with the SEC’s investigation. The investigation is ongoing, and we 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. On June 29, 2020, the Company Parties Company Parties 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 $2.6 million for the three months ended March 31, 2020 and 2019. |
Transactions with Related Parti
Transactions with Related Parties | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 1 6 . Transactions with Related Parties We sell minerals to SCR-Sibelco NV, the owner of approximately 65% of the outstanding shares of Covia’s common stock (“Sibelco”), and certain of its subsidiaries (together with Sibelco, collectively, “related parties”). Sales to related parties amounted to $2.3 million and $2.2 million in the three months ended March 31, 2020 and 2019, respectively. At March 31, 2020 and December 31, 2019, we had accounts receivable from related parties of $2.8 million and $1.8 million, respectively. These amounts are included in Accounts receivable, net in the accompanying Condensed Consolidated Balance Sheets. We purchase minerals from certain related parties. Purchases from related parties amounted to $1.0 million in the three months ended March 31, 2020. At March 31, 2020 and December 31, 2019, we had accounts payable to related parties of $2.3 million and $0.9 million, respectively. These amounts are included in Accounts payable in the accompanying Condensed Consolidated Balance Sheets. On June 1, 2018, we entered into an agreement with Sibelco whereby Sibelco provides 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. We recorded net commission expense of $0.6 million and $1.0 million in the three months ended March 31, 2020 and 2019, respectively. These amounts are recorded in Selling, general and administration expenses. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 17. Revenues 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. Revenues are recognized as each performance obligation within the contract is satisfied; this occurs with the transfer of control of our product in accordance with delivery methods as defined in the underlying contract. Performance obligations do not extend beyond one year. Transfer of control to customers generally occurs when products leave our facilities or at other predetermined control transfer point. We account for shipping and handling activities that occur after control of the related good transfers as a cost of fulfillment instead of a separate performance obligation. We disaggregate revenues by major source consistent with our segment reporting. See Note 18 for further disaggregation of revenue. 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. We enter into certain supply agreements with customers that include provisions requiring payment at the inception of the supply agreement. Deferred revenue is recorded when payment is received in advance of the performance obligation. Changes in deferred revenue were as follows: Three Months Ended March 31, 2020 (in thousands) Beginning balance $ 13,194 Deferral of revenue 21,000 Recognition of unearned revenue (9,495 ) Ending balance $ 24,699 At March 31, 2020 and December 31, 2019, respectively, deferred revenue balances of $19.6 million and $7.8 million were recorded as current liabilities. At March 31, 2020 and December 31, 2019, respectively, deferred revenue balances of $5.1 million and $5.4 million were recorded in other non-current liabilities. At March 31, 2020 and December 31, 2019, respectively, we did not have any customers whose accounts receivable balance exceeded 10% In the three months ended March 31, 2020 we did not have any customers that exceeded 10% of revenues. In the three months ended March 31, 2019, one customer in our Energy segment exceeded 10% of revenues and accounted for 11% of revenues in such period. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
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. Our products serve hydraulic fracturing operations in the U.S., Canada, Argentina, Mexico, China, and northern Europe. The Industrial segment provides raw, value-added and custom-blended products to the glass, ceramics, metals, coatings, polymers, construction, foundry, filtration, sports and recreation and various other industries. Prior to the second quarter of 2019, the Company’s chief operating decision maker (“CODM”) primarily evaluated an operating segment’s performance based on segment gross profit, which does not include any selling, general, and administrative costs or corporate costs. Beginning with the second quarter of 2019, the CODM changed the method to evaluate the Company’s operating segments’ performance based on segment contribution margin. Segment contribution margin excludes selling, general, and administrative costs, corporate costs, operating costs of idled facilities, and operating costs of excess railcar capacity. This change was made to better measure the operating performance of the reportable segments and to monitor performance without these non-operational costs. The reportable segments are consistent with how management views the markets served by us and the financial information reviewed by the CODM in deciding how to allocate resources and assess performance. Segment information for all periods presented in the table below has been revised accordingly to reflect the n ew measure of profit and loss. Three Months Ended March 31, 2020 2019 (in thousands) Revenues Energy $ 152,373 $ 236,075 Industrial 170,287 192,171 Total revenues 322,660 428,246 Segment contribution margin Energy 21,538 22,019 Industrial 54,200 51,622 Total segment contribution margin 75,738 73,641 Operating costs of idled facilities and excess railcar capacity 6,952 6,955 Selling, general, and administrative 33,447 41,960 Depreciation, depletion, and amortization 34,830 58,095 Restructuring and other charges 5,499 2,002 Other operating income, net (2,268 ) (6,859 ) Loss from operations (2,722 ) (28,512 ) Interest expense, net 23,583 25,603 Other non-operating expense, net 2,912 2,187 Loss before benefit for income taxes $ (29,217 ) $ (56,302 ) 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, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 19 . Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. Goodwill was $119.8 million Changes in the carrying amount of intangible assets are as follows: March 31, 2020 Gross Carrying Amount Accumulated Amortization Amortization Intangible Assets, net Weighted Average Amortization Period (in thousands) Stream mitigation rights $ 2,328 $ (971 ) $ (20 ) $ 1,337 17 years Customer relationships 51,537 (19,264 ) (1,879 ) 30,394 4 years Intangible assets, net $ 53,865 $ (20,235 ) $ (1,899 ) $ 31,731 5 years December 31, 2019 Gross Carrying Amount Accumulated Amortization Impairment Intangible Assets, net Weighted Average Amortization Period (in thousands) Stream mitigation rights $ 4,170 $ (971 ) $ (1,842 ) $ 1,357 17 years Customer relationships 73,000 (19,264 ) (21,463 ) 32,273 4 years Intangible assets, net $ 77,170 $ (20,235 ) $ (23,305 ) $ 33,630 5 years Amortization expense is recognized in depreciation, depletion and amortization expense in the Condensed Consolidated Statements of Loss. Amortization expense was $1.9 million and $8.4 million for the three months ended March 31, 2020 and 2019, respectively. The estimated amortization expense related to intangible assets for the five succeeding years is as follows: Amortization (in thousands) 2020 $ 5,489 2021 7,388 2022 7,388 2023 7,388 2024 3,125 Thereafter 953 Total $ 31,731 |
Restructuring and Other Charges
Restructuring and Other Charges | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Other Charges | 2 0 . Restructuring and Other Charges In response to changing market demands, including capital constraints of oil and gas producers that have impacted production growth, growth in proppant supply in excess of demand, and shift of demand from high-quality proppant to more cost-effective proppant, we idled operations and reduced capacities at facilities serving the Energy segment. We did not allocate restructuring charges 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 charges to either of our business segments. The following table presents a summary of restructuring charges for the three months ended March 31, 2019: Merger-related Idled facilities Total (in thousands) Three Months Ended March 31, 2019 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 2020 and 2019: Merger-related Idled facilities Total (in thousands) 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 Balances at December 31, 2019 7,735 477 8,212 Cash payments (4,498 ) (221 ) (4,719 ) Balances at March 31, 2020 $ 3,237 $ 256 $ 3,493 The restructuring reserve is included in accrued expenses on the Condensed Consolidated Balance Sheets at March 31, 2020 and December 31, 2019. Restructuring and other charges on the Condensed Consolidated Statements of Loss for the three months ended March 31, 2020 includes other charges related to consulting and strategic costs of $5.5 million. These other charges were recorded in Accrued expenses on the Condensed Consolidated Balance Sheet but not included in the above tables. As a response to changing market conditions the Company has taken further action in the second quarter of 2020, which includes the idling of our Kermit and Utica facility, reducing productive capacity at several facilities, and reducing headcount across the Company. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events Voluntary Reorganization under Chapter 11 On June 29, 2020, the Company and certain of its direct and indirect U.S. subsidiaries The Restructuring Support Agreement contemplates agreed-upon terms for a prearranged plan of reorganization (as defined above, the “Plan”). Under the Restructuring Support Agreement, the Consenting Stakeholders have agreed, subject to certain terms and conditions, to support a financial restructuring (the “Restructuring”) of the existing debt of, existing equity interests in, and certain other obligations of the Company Parties, pursuant to the Plan to be filed in the Chapter 11 Cases of title 11 of the Bankruptcy Code. The Plan will be implemented in accordance with the restructuring term sheet attached to, and incorporated into, the Restructuring Support Agreement (the “Term Sheet”) (such transactions described in, and in accordance with the Restructuring Support Agreement and the Term Sheet, the “Restructuring Transactions”) which, among other things, contemplates: • the Restructuring Transactions will be implemented through prearranged Chapter 11 Cases by the Company Parties to pursue confirmation of the Plan, on which votes will be solicited from (i) the Term Loan Lenders and holders of claims under certain interest rate swap agreements to which the Company is a party (such claims, “Swap Agreement Claims”) and (ii) certain holders of general unsecured claims; • the Receivables Facility will be terminated and replaced with a letter of credit facility (the “L/C Facility”) pursuant to an interim order authorizing, among other things, (i) the Company’s funding of a new letter of credit collateral account held at Covia Financing, (ii) entry into the Payoff and Reassignment Agreement (the “Payoff Agreement”), among the Company, Covia Financing, the sub-originators party thereto (the “RSA Sub-Originators”), PNC, and PNC Capital Markets LLC (“PNC Capital”), (iii) the Company’s and the RSA Sub-Originators’ entry into, and performance of, their respective obligations under the Payoff Agreement and, as applicable, the Reimbursement Agreement for Cash-Collateralized Standby Letters of Credit, among PNC, Covia Financing, and the Company (the “Reimbursement Agreement” and, together with the Payoff Agreement, the “Letter of Credit Agreements”), and (iv) execution of the transactions contemplated by the Letter of Credit Agreements; • on the effective date of the Plan, the reorganized Company Parties will enter into a $825 million senior secured term loan (the “New Term Loan”) with an interest rate of LIBOR + 400 bps (100 bps floor), payable in cash unless the Company elects a PIK and cash option, a minimum liquidity covenant of $50 million to be tested quarterly, and on other terms reasonably acceptable to the Company and the Consenting Stakeholders as set forth in a supplement to the Plan; • on the effective date of the Plan, the reorganized Company Parties may enter into at least a $100 million senior secured revolving credit facility (the “Exit Facility”) on terms reasonably acceptable to the Company and the Consenting Stakeholders, with the terms of the Exit Facility being set forth in a supplement to the Plan and sufficient to replace the Company Parties’ existing letters of credit and fund their ongoing liquidity; • the Term Loan Lenders and holders of Swap Agreement Claims will receive, in exchange for their claims under the Term Loan Agreement (the “Term Loan Claims”) and Swap Agreement Claims, respectively, their pro rata share of (i) all excess cash on the Company’s balance sheet pro forma for all remaining professional fees expected to be paid through the date upon which the Company emerges from bankruptcy (the “Emergence Date”) as of the date of the last available month-end balance sheet as of ten business days prior to the Emergence Date as of the effective date of the Plan, subject to minimum liquidity and cash requirements and working capital adjustments, net of any proceeds associated with receipt of the CARES Act Tax Refund; (ii) $825 million in take-back debt pursuant to the New Term Loan; and (iii) 100% of the equity in the reorganized Company, subject to adjustment for treatment of general unsecured claims and dilution from a new management incentive plan of the reorganized Company (the “MIP”); • the holders of claims under an industrial revenue bond issued by the Company and certain other secured debt of the Company (such claims, the “Other Secured Claims”) will have such claims reinstated; • the holders of general unsecured claims will receive their pro rata share of a to be determined portion of the equity in the reorganized Company, subject to dilution from the MIP; and • on the effective date of the Plan, (i) the Term Loan Claims, Swap Agreement Claims, general unsecured claims, and existing equity interests of the Company will be cancelled, released, and extinguished and will be of no further force and effect, (ii) the L/C Facility may be reinstated (or refinanced with the Exit Facility), and (iii) the Other Secured Claims will be reinstated. In accordance with the Restructuring Support Agreement, the Consenting Stakeholders agreed, among other things, to: (i) support the Restructuring Transactions and vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate), in each case, in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) vote and consent to accept the Plan; (iv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions as contemplated by this Restructuring Support Agreement to which it is required to be a party; (v) not to object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; and (vi) except as permitted in the Restructuring Support Agreement, not transfer any ownership (including any beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) held by each Consenting Stakeholder. In accordance with the Restructuring Support Agreement, the Company Parties agreed, among other things, to: (i) support and take all steps necessary and desirable to consummate the Restructuring Transactions in accordance with the Restructuring Support Agreement; (ii) not take any action, that is inconsistent in any material respect, or that would reasonably be expected to prevent, interfere with, delay, frustrate or impede approval, implementation and consummation of the Restructuring Transactions; (iii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated in the Restructuring Support Agreement or the Plan, support and take all steps reasonably necessary and desirable to address any such impediment; (iv) use commercially reasonable efforts to obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring Transactions; (v) negotiate in good faith and execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions as contemplated by this Restructuring Support Agreement; and (vi) use commercially reasonable efforts to seek additional support for the Restructuring Transactions from their other material stakeholders to the extent reasonably prudent. The Restructuring Support Agreement may be terminated upon the occurrence of certain events set forth therein, including, among other things, the failure to meet specified milestones specified in the Restructuring Term Sheet . To implement the Plan, on June 29, 2020, the Company Parties filed the Chapter 11 Cases under the Bankruptcy Code in the Bankruptcy Court. The Chapter 11 Cases are being jointly administered under the caption In re: Covia Holdings Corporation, et al. The Company Parties continue to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. To ensure the Company Parties’ ability to continue operating in the ordinary course of business and minimize the effect of the Restructuring on the Company Parties’ customers and employees, the Company Parties filed with the Bankruptcy Court motions seeking a variety of “first-day” relief, including authority to pay employee wages and benefits, and pay vendors and suppliers for goods and services provided both before and after the filing date. Further, the commencement of the Chapter 11 Cases constituted an event of default under, and resulted in the acceleration of, certain of the Company Parties’ obligations, including under the following debt instruments (the “Debt Instruments”): • $1.56 billion in aggregate principal amount under the Term Loan; • $37.0 million in principal amount, including reimbursement obligations in respect of letters of credit, plus accrued and unpaid interest (at the non-default rate), fees, and other expenses arising and payable under the Receivables Facility; • Approximately $35.8 million in obligations under five separate interest rate swap transactions that were entered into pursuant to either (i) that certain 2002 ISDA Master Agreement, dated as of May 30, 2018, by and between BNP Paribas and the Company, as successor in interest to Unimin Corporation, or (ii) that certain 1992 ISDA Master Agreement, dated as of June 28, 2018, by and between Barclays Bank PLC and the Company; and • Approximately $10.0 million in aggregate principal amount of other indebtedness, consisting of an industrial revenue bond. The Debt Instruments provide that as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. The Debtors believe that any efforts to enforce the financial obligations under the Debt Instruments are stayed as a result of the filing of the Chapter 11 Cases in the Bankruptcy Court. NYSE Notice of Delisting Proceedings T he Company expects to be notified by the staff of NYSE Regulation, Inc. (“NYSE Regulation”) that it plans to commence proceedings to delist the common stock of the Company from NYSE as a result of the Company Parties commencing the Chapter 11 Cases. |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
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, 2019 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, 2019, which are included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (“SEC”) on March 16, 2020 (“Form 10-K”), and information included elsewhere in this Quarterly Report on Form 10-Q (“Report”). |
Going Concern | Going Concern The Company’s financial statements have been prepared under the assumption that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the normal course of business In connection with the preparation of our condensed consolidated financial statements, we conducted an evaluation as to whether there were conditions and events, considered in the aggregate, that raised substantial doubt as to the Company’s ability to continue as a going concern. On June 29, 2020, the Company and certain of its direct and indirect U.S. subsidiaries filed a petition for reorganization under Chapter 11 of the Bankruptcy Code, and in connection therewith, entered into a Restructuring Support Agreement (as defined below) as part of a prearranged plan of reorganization (see further description below). In light of the Company’s Chapter 11 proceedings, o ur ability to continue as a going concern is contingent upon, among other things, our ability to, subject to the approval by the Bankruptcy Court (as defined below), implement a business plan of reorganization, emerge from the Chapter 11 proceedings and generate sufficient liquidity following the reorganization to meet our contractual obligations and operating needs. As a result of risks and uncertainties related to, among other things, (i) the Company’s ability to obtain requisite support for the business plan of reorganization from various stakeholders, and (ii) the disruptive effects of the Chapter 11 proceedings on our business making it potentially more difficult to maintain business, financing and operational relationships, together with the Company’s recurring losses and accumulated deficit, substantial doubt exists regarding our ability to continue as a going concern . Although management believes that the reorganization of the Company through the Chapter 11 Cases (as defined below) will position the Company for sustainable growth opportunities, the Chapter 11 filing caused an event of default under certain instruments governing the Company’s indebtedness, which is stayed during the pendency of the Company’s bankruptcy proceeding. Further, there are several risks and uncertainties associated with the Company’s bankruptcy, including, among others: (a) the Company’s prearranged plan of reorganization may never be confirmed or become effective, (b) the Restructuring Support Agreement (as defined below) may be terminated by one or more of the parties thereto, (c) the Bankruptcy Court may grant or deny motions in a manner that is adverse to the Company and its subsidiaries, and (d) the Company’s Chapter 11 Cases may be converted into a Chapter 7 liquidation. |
Voluntary Reorganization under Chapter 11 (Subsequent Event) | Voluntary Reorganization under Chapter 11 (Subsequent Event) On June 29, 2020 (the “Petition Date”), Covia Holdings Corporation and certain of its direct and indirect U.S. subsidiaries (collectively, the “Company Parties”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re: Covia Holdings Corporation, et al. The Company Parties continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. To ensure ordinary course operations, the Debtors have sought, and expect to obtain, approval from the Bankruptcy Court for certain “first day” motions, including motions to obtain customary relief intended to continue ordinary course operations after the Petition Date. The Company’s filing of the Chapter 11 Cases constituted an event of default under the Term Loan, the Industrial Revenue Bond and the Receivables Facility (in each case, as defined herein). Due to the Chapter 11 Cases, however, the lenders’ ability to exercise remedies under the Company’s respective debt instruments was stayed as of the date of the Chapter 11 petition and continues to be stayed. On June 29, 2020, and in connection with the filing of the Chapter 11 Cases, the Company Parties entered into a Restructuring Support Agreement (the “Restructuring Support Agreement”) with the lenders who represent at least a majority of the aggregate principal amount of the lenders under the Term Loan Agreement Under the Restructuring Support Agreement, the Plan must be confirmed and declared effective by the Bankruptcy Court no later than 150 days after the Petition Date. Under the Bankruptcy Code, a majority in number and two-thirds in amount of each impaired class of claims must approve the Plan. The Restructuring Support Agreement requires the Consenting Stakeholders to vote in favor of and support the Plan, and the Consenting Stakeholders represent the requisite number of votes for the Term Loan’s class of creditors entitled to vote on the Plan. See Note 21 for further detail on the terms of the Restructuring Support Agreement. The Company cannot predict the ultimate outcome of the Chapter 11 Cases. Although the Company expects the Chapter 11 Cases to proceed in accordance with the milestones set forth in the Restructuring Support Agreement, third parties may propose alternative plans of reorganization. Further, t he Restructuring Support Agreement may be terminated upon the occurrence of certain events set forth in the Definitive Documents (as defined in the Restructuring Support Agreement), including the failure to meet specified milestones specified in the Restructuring Term Sheet For periods occurring after the Petition Date, the Company began accounting and reporting according to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852 – Reorganizations, which specifies the accounting and financial reporting requirements for entities reorganizing through chapter 11 bankruptcy proceedings. These requirements include distinguishing transactions associated with the reorganization separate from activities related to the ongoing operations of the business. |
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: 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements Allowance for Doubtful Accounts On January 1, 2020, we adopted ASU No. 2016-13 – Financial Instruments – Credit Losses (Topic 326) Recently Issued Accounting Pronouncements 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 December 2019, the FASB issued ASU No. 2019-12 – Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | At March 31, 2020 and December 31, 2019, inventories consisted of the following: March 31, 2020 December 31, 2019 (in thousands) Raw materials $ 42,045 $ 44,218 Work-in-process 2,193 2,809 Finished goods 39,715 42,766 Spare parts 32,330 31,997 Inventories, net $ 116,283 $ 121,790 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | At March 31, 2020 and December 31, 2019, property, plant, and equipment consisted of the following: March 31, 2020 December 31, 2019 (in thousands) Land and improvements $ 225,107 $ 230,300 Mineral rights properties 664,437 677,238 Machinery and equipment 1,315,919 1,338,411 Buildings and improvements 322,468 327,314 Railroad equipment 59,917 59,761 Furniture, fixtures, and other 5,148 5,382 Assets under construction 102,079 103,715 2,695,075 2,742,121 Accumulated depletion and depreciation (1,312,827 ) (1,322,139 ) Property, plant, and equipment, net $ 1,382,248 $ 1,419,982 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | At March 31, 2020 and December 31, 2019, long-term debt consisted of the following: March 31, 2020 December 31, 2019 (in thousands) Term Loan $ 1,558,508 $ 1,566,440 Finance lease liabilities 5,602 6,875 Industrial Revenue Bond 10,000 10,000 Other borrowings 109 145 Term Loan deferred financing costs, net (24,591 ) (25,754 ) 1,549,628 1,557,706 Less: current portion (1,546,769 ) (18,633 ) Long-term debt including finance leases $ 2,859 $ 1,539,073 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | At March 31, 2020 and December 31, 2019, accrued expenses consisted of the following: March 31, 2020 December 31, 2019 (in thousands) Accrued bonus & other benefits $ 7,419 $ 9,220 Accrued restructuring and other charges 3,493 8,212 Accrued interest 22,088 24,480 Accrued insurance 7,223 8,770 Accrued property taxes 8,408 11,741 Other accrued expenses 51,857 64,472 Accrued expenses $ 100,488 $ 126,895 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and 2019, respectively: Three Months Ended March 31, 2020 2019 (in thousands, except per share data) Numerators: Net loss attributable to Covia Holdings Corporation $ (941 ) $ (52,245 ) Denominator: Basic weighted average shares outstanding 131,850 131,287 Dilutive effect of employee stock options and RSUs - - Diluted weighted average shares outstanding 131,850 131,287 Earnings (loss) per share – basic (0.01 ) (0.40 ) Earnings (loss) per share – diluted $ (0.01 ) $ (0.40 ) |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019: Interest Rate Swap Agreements Maturity Date Rate Notional Value (in thousands) Debt Instrument Hedged Percentage of Term Loan Outstanding 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 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% $ 450,000 28% |
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, 2020 and December 31, 2019. The net amount of derivative liabilities can be reconciled to the tabular disclosure of fair value in Note 8: Liabilities March 31, 2020 December 31, 2019 Interest Rate Swap Agreements Balance Sheet Classification (in thousands) Designated as cash flow hedges Other non-current liabilities $ (24,159 ) $ (13,420 ) Designated as cash flow hedges Accrued expenses (10,477 ) (7,827 ) $ (34,636 ) $ (21,247 ) |
Schedule of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Loss | The tables below presents the effect of cash flow hedge accounting on accumulated other comprehensive loss as of March 31, 2020 and 2019: Amount of Loss Recognized in Other Comprehensive Loss Three Months Ended March 31, 2020 2019 Derivatives in Hedging Relationships (in thousands) Designated as Cash Flow Hedges Interest rate swap agreements $ 14,583 $ 8,031 Amount of Loss Reclassified from Accumulated Other Comprehensive Loss Location of Loss Three Months Ended March 31, Derivatives in Recognized on 2020 2019 Hedging Relationships Derivative (in thousands) Designated as Cash Flow Hedges Interest rate swap agreements Interest expense, net $ 1,263 $ 190 |
Schedule of Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Loss | The table below presents the effect of our derivative financial instruments on the Condensed Consolidated Statements of Loss in the three months ended March 31, 2020 and 2019: Location of Loss on Derivative Interest expense, net Three Months Ended March 31, 2020 2019 (in thousands) Total Interest Expense presented in the Statements of Loss in which the effects of cash flow hedges are recorded $ 23,583 $ 25,603 Effects of cash flow hedging: Loss on Hedging Relationships Interest rate swap agreements Amount of loss reclassified from accumulated other comprehensive loss to earnings $ 1,263 $ 190 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value for Long-term Debt | The following table presents the fair value as of March 31, 2020 and December 31, 2019, respectively, for our long-term debt: Quoted Prices Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Long-Term Debt Fair Value Measurements (in thousands) March 31, 2020 Term Loan $ - $ 685,744 $ - $ 685,744 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 695,744 $ - $ 695,744 December 31, 2019 Term Loan $ - $ 1,210,075 $ - $ 1,210,075 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 1,220,075 $ - $ 1,220,075 |
Financial Instruments Carried at Fair Value | The following table presents the amounts carried at fair value as of March 31, 2020 and December 31, 2019 for our other financial instruments. Quoted Prices Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Recurring Fair Value Measurements (in thousands) March 31, 2020 Interest rate swap agreements liability $ - $ 34,636 $ - $ 34,636 December 31, 2019 Interest rate swap agreements liability $ - $ 21,247 $ - $ 21,247 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 RSUs Weighted Average Price at RSU Issue Date PSUs Weighted Average Price at PSU Issue Date (in thousands, except per share data) Outstanding at December 31, 2019 1,704 $ 36.01 2,069 $ 6.10 1,051 $ 4.74 Exercised or distributed - - (401 ) 8.79 - - Forfeited (3 ) 43.12 (35 ) 5.86 (23 ) 4.74 Expired (236 ) 36.08 - - - - Outstanding at March 31, 2020 1,465 $ 35.98 1,633 $ 5.44 1,028 $ 4.74 |
Pension and Other Post-Employ_2
Pension and Other Post-Employment Benefits (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Benefit Costs | The following tables summarize the components of net periodic benefit costs. Service costs incurred for plant personnel are included in cost of goods sold. Service costs incurred for corporate personnel and retirees are included in selling, general, and administrative expenses. All other components of net period benefit cost are included in other non-operating expense, net on the Condensed Consolidated Statements of Loss, for the three months ended March 31, 2020 and 2019 as follows: Covia Pension Plan Three Months Ended March 31, 2020 2019 (in thousands) Components of net periodic benefit cost Service cost $ 126 $ 551 Interest cost 971 2,084 Expected return on plan assets (1,263 ) (2,308 ) Amortization of prior service cost 27 82 Amortization of net actuarial loss 476 522 Settlement loss 2,011 1,679 Net periodic benefit cost $ 2,348 $ 2,610 Postretirement Medical Plans Three Months Ended March 31, 2020 2019 (in thousands) Components of net periodic benefit cost Service cost $ 79 $ 73 Interest cost 35 120 Amortization of net actuarial loss 15 40 Net periodic benefit cost $ 129 $ 233 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss attributable to Covia at March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 Gross Tax Effect Net Amount (in thousands) Foreign currency translation adjustments $ (74,661 ) $ - $ (74,661 ) Amounts related to employee benefit obligations (52,796 ) 14,706 (38,090 ) Unrealized gain (loss) on interest rate hedges (35,820 ) 4,766 (31,054 ) $ (163,277 ) $ 19,472 $ (143,805 ) December 31, 2019 Gross Tax Effect Net Amount (in thousands) Foreign currency translation adjustments $ (47,584 ) $ - $ (47,584 ) Amounts related to employee benefit obligations (54,650 ) 14,882 (39,768 ) Unrealized gain (loss) on interest rate hedges (22,500 ) 4,766 (17,734 ) $ (124,734 ) $ 19,648 $ (105,086 ) |
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, 2020: Three Months Ended March 31, 2020 Foreign currency translation adjustments Amounts related to employee benefit obligations Unrealized gain (loss) on interest rate hedges Total (in thousands) Beginning balance $ (47,584 ) $ (39,768 ) $ (17,734 ) $ (105,086 ) Other comprehensive loss before reclassifications (27,077 ) (851 ) (14,583 ) (42,511 ) Amounts reclassified from accumulated other comprehensive loss - 2,529 1,263 3,792 Ending balance $ (74,661 ) $ (38,090 ) $ (31,054 ) $ (143,805 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Operating Leases and Finance Leases Included in the Condensed Consolidated Balance Sheets | Operating leases and finance leases are included in the Condensed Consolidated Balance Sheets as follows: March 31, 2020 December 31, 2019 Classification (in thousands) Lease assets Operating right-of-use assets, net Assets $ 152,633 $ 158,489 Finance right-of-use assets, net Property, plant, and equipment, net 7,725 11,083 Total lease assets $ 160,358 $ 169,572 Lease liabilities Operating lease liabilities, current Current liabilities $ 62,438 $ 63,773 Operating lease liabilities, non-current Liabilities 257,448 272,378 Finance lease liabilities, current Current portion of long-term debt 2,777 3,496 Finance lease liabilities, non-current Long-term debt 2,825 3,379 Total lease liabilities $ 325,488 $ 343,026 |
Schedule of Components of Lease Costs | The components of lease costs, which were included in loss from operations in our Condensed Consolidated Statements of Loss, were as follows: Three Months Ended March 31, 2020 2019 (in thousands) Operating leases Operating lease costs $ 10,853 $ 27,259 Variable lease costs 228 151 Short-term lease costs 3,922 4,791 Total operating lease costs $ 15,003 $ 32,201 Financing leases Amortization of right-of-use asset $ 873 $ 619 Interest on finance lease liabilities 69 37 Total finance lease costs $ 942 $ 656 |
Schedule of Additional Information Related to Leases | Additional information related to leases is presented as follows: Three Months Ended March 31, 2020 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 21,015 $ 25,618 Financing cash flows from finance leases 1,373 1,120 Total cash paid $ 22,388 $ 26,738 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Changes in Asset Retirement Obligations | Changes in the asset retirement obligations during the three months ended March 31, 2020 and 2019 were as follows: March 31, 2020 March 31, 2019 (in thousands) Beginning balance $ 46,510 $ 31,199 Accretion 517 517 Additions and revisions of prior estimates 6,474 - Ending balance $ 53,501 $ 31,716 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Changes in Deferred Revenue | Changes in deferred revenue were as follows: Three Months Ended March 31, 2020 (in thousands) Beginning balance $ 13,194 Deferral of revenue 21,000 Recognition of unearned revenue (9,495 ) Ending balance $ 24,699 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Summarized Financial Information for Reportable Segments | Three Months Ended March 31, 2020 2019 (in thousands) Revenues Energy $ 152,373 $ 236,075 Industrial 170,287 192,171 Total revenues 322,660 428,246 Segment contribution margin Energy 21,538 22,019 Industrial 54,200 51,622 Total segment contribution margin 75,738 73,641 Operating costs of idled facilities and excess railcar capacity 6,952 6,955 Selling, general, and administrative 33,447 41,960 Depreciation, depletion, and amortization 34,830 58,095 Restructuring and other charges 5,499 2,002 Other operating income, net (2,268 ) (6,859 ) Loss from operations (2,722 ) (28,512 ) Interest expense, net 23,583 25,603 Other non-operating expense, net 2,912 2,187 Loss before benefit for income taxes $ (29,217 ) $ (56,302 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 Gross Carrying Amount Accumulated Amortization Amortization Intangible Assets, net Weighted Average Amortization Period (in thousands) Stream mitigation rights $ 2,328 $ (971 ) $ (20 ) $ 1,337 17 years Customer relationships 51,537 (19,264 ) (1,879 ) 30,394 4 years Intangible assets, net $ 53,865 $ (20,235 ) $ (1,899 ) $ 31,731 5 years December 31, 2019 Gross Carrying Amount Accumulated Amortization Impairment Intangible Assets, net Weighted Average Amortization Period (in thousands) Stream mitigation rights $ 4,170 $ (971 ) $ (1,842 ) $ 1,357 17 years Customer relationships 73,000 (19,264 ) (21,463 ) 32,273 4 years Intangible assets, net $ 77,170 $ (20,235 ) $ (23,305 ) $ 33,630 5 years |
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 (in thousands) 2020 $ 5,489 2021 7,388 2022 7,388 2023 7,388 2024 3,125 Thereafter 953 Total $ 31,731 |
Restructuring and Other Charg_2
Restructuring and Other Charges - (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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: Merger-related Idled facilities Total (in thousands) Three Months Ended March 31, 2019 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 2020 and 2019: Merger-related Idled facilities Total (in thousands) 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 Balances at December 31, 2019 7,735 477 8,212 Cash payments (4,498 ) (221 ) (4,719 ) Balances at March 31, 2020 $ 3,237 $ 256 $ 3,493 |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 01, 2018 | Mar. 31, 2020 | Dec. 31, 2019 |
Significant Of Accounting Policies [Line Items] | |||
Allowance for doubtful accounts | $ 2,066 | $ 2,211 | |
Bad debt expense | $ 200 | ||
Fairmount Santrol Holdings Inc [Member] | |||
Significant Of Accounting Policies [Line Items] | |||
Date of acquisition | Jun. 1, 2018 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 42,045 | $ 44,218 |
Work-in-process | 2,193 | 2,809 |
Finished goods | 39,715 | 42,766 |
Spare parts | 32,330 | 31,997 |
Inventories, net | $ 116,283 | $ 121,790 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of Property, Plant, and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 2,695,075 | $ 2,742,121 |
Accumulated depletion and depreciation | (1,312,827) | (1,322,139) |
Property, plant, and equipment, net | 1,382,248 | 1,419,982 |
Land and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 225,107 | 230,300 |
Mineral Rights Properties [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 664,437 | 677,238 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 1,315,919 | 1,338,411 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 322,468 | 327,314 |
Railroad Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 59,917 | 59,761 |
Furniture, Fixtures and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 5,148 | 5,382 |
Assets Under Construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 102,079 | $ 103,715 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Additional Information (Detail) $ in Millions | Mar. 31, 2020USD ($) |
Property Plant And Equipment [Abstract] | |
Carrying value of assets | $ 300 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Finance lease liabilities | $ 5,602 | $ 6,875 |
Industrial Revenue Bond | 10,000 | 10,000 |
Other borrowings | 109 | 145 |
Long term debt | 1,549,628 | 1,557,706 |
Less: current portion | (1,546,769) | (18,633) |
Long-term debt including finance leases | 2,859 | 1,539,073 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 1,558,508 | 1,566,440 |
Term Loan deferred financing costs, net | $ (24,591) | $ (25,754) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Dec. 24, 2019USD ($) | Jun. 01, 2018USD ($) | Mar. 31, 2020USD ($) | Jun. 29, 2020USD ($) | Jun. 25, 2020CAD ($) | Mar. 31, 2020CAD ($) | Dec. 31, 2019USD ($) |
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, 2020 and December 31, 2019. The third unrelated party was repaid with proceeds from the sale of the Winchester & Western Railroad from September 10, 2019 and did 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 | $ 500,000 | $ 2,000,000 | |||||
Line of credit | $ 0 | $ 0 | |||||
Line of credit, interest rate | 4.95% | 4.95% | 4.95% | ||||
Standby Letters of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Letter of credit outstanding | $ 12,700,000 | $ 13,200,000 | |||||
Industrial Revenue Bond [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 10,000,000 | ||||||
Debt instrument borrowings, maturity date | Sep. 1, 2027 | ||||||
Debt instrument, interest rate | 4.50% | 4.50% | |||||
Debt instrument, collateralized by letter of credit | $ 10,000,000 | ||||||
Merger Agreement [Member] | Revolver [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | $ 75,000,000 | ||||||
Line of credit | $ 0 | ||||||
Debt instrument term | 3 years | ||||||
Merger Agreement [Member] | Barclays Bank PLC [Member] | Revolver [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | $ 200,000,000 | ||||||
Merger Agreement [Member] | Senior Secured Term Loan and Industrial Revenue Bond [Member] | Barclays Bank PLC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 1,650,000,000 | ||||||
Merger Agreement [Member] | Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument borrowings, maturity date | Jun. 1, 2025 | ||||||
Debt instrument, frequency of periodic payment | quarterly | ||||||
Debt instrument, quarterly principal payment | $ 4,100,000 | $ 4,000,000 | |||||
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) | ||||||
Maximum guarantor voting stock of foreign subsidiaries eligible for secured term loan | 65.00% | ||||||
Debt Instrument, Covenant Description | There are no financial covenants governing the Term Loan | ||||||
Debt instrument, interest rate | 5.90% | 5.90% | |||||
Merger Agreement [Member] | Term Loan [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long term debt | $ 150,000,000 | ||||||
Merger Agreement [Member] | Term Loan [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument floor rate | 1.00% | ||||||
Merger Agreement [Member] | Term Loan [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin on interest rate | 3.25% | ||||||
Merger Agreement [Member] | Term Loan [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin on interest rate | 4.00% | ||||||
Merger Agreement [Member] | Term Loan [Member] | Barclays Bank PLC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 1,650,000,000 | ||||||
RFA [Member] | Receivables Facility [Member] | Covia Financing [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit | $ 0 | ||||||
Expiration date | Mar. 31, 2023 | ||||||
RFA [Member] | Receivables Facility [Member] | Covia Financing [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Letter of credit aggregate amount | $ 75,000,000 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued bonus & other benefits | $ 7,419 | $ 9,220 |
Accrued restructuring and other charges | 3,493 | 8,212 |
Accrued interest | 22,088 | 24,480 |
Accrued insurance | 7,223 | 8,770 |
Accrued property taxes | 8,408 | 11,741 |
Other accrued expenses | 51,857 | 64,472 |
Accrued expenses | $ 100,488 | $ 126,895 |
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, 2020 | Mar. 31, 2019 | |
Numerators: | ||
Net loss attributable to Covia Holdings Corporation | $ (941) | $ (52,245) |
Denominator: | ||
Basic weighted average shares outstanding | 131,850 | 131,287 |
Diluted weighted average shares outstanding | 131,850 | 131,287 |
Earnings (loss) per share – basic | $ (0.01) | $ (0.40) |
Earnings (loss) per share – diluted | $ (0.01) | $ (0.40) |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Potential shares of common stock, diluted weighted average share outstanding | 3.3 | 2.9 |
Dilutive securities omitted from the calculation of diluted weighted average shares outstanding | 0.4 | 0.3 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Interest Rate Swap Agreements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | ||
Notional Value | $ 450,000 | $ 450,000 |
Percentage of Term Loan Outstanding | 28.00% | 28.00% |
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 | 13.00% | 13.00% |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Three [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2024 | Jun. 1, 2024 |
Rate | 2.81% | 2.81% |
Notional Value | $ 50,000 | $ 50,000 |
Debt Instrument Hedged | Term Loan | Term Loan |
Percentage of Term Loan Outstanding | 3.00% | 3.00% |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Four [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2025 | Jun. 1, 2025 |
Rate | 2.85% | 2.85% |
Notional Value | $ 50,000 | $ 50,000 |
Debt Instrument Hedged | Term Loan | Term Loan |
Percentage of Term Loan Outstanding | 3.00% | 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 | Jun. 1, 2025 |
Rate | 2.87% | 2.87% |
Notional Value | $ 50,000 | $ 50,000 |
Debt Instrument Hedged | Term Loan | Term Loan |
Percentage of Term Loan Outstanding | 3.00% | 3.00% |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) $ in Millions | Mar. 31, 2020USD ($) |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Amount expected to be reclassified into interest expense within next twelve months | $ 8.3 |
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, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (34,636) | $ (21,247) |
Designated as Hedging Instrument [Member] | Other Non-Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | (24,159) | (13,420) |
Designated as Hedging Instrument [Member] | Accrued Expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (10,477) | $ (7,827) |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Loss (Detail) - Cash Flow Hedges [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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 Other Comprehensive Loss | $ 14,583 | $ 8,031 |
Location of Loss Recognized on Derivative | Interest expense, net | |
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss | $ 1,263 | $ 190 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments Gain Loss [Line Items] | ||
Interest expense | $ (23,583) | $ (25,603) |
Cash Flow Hedges [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Location of Loss on Derivative | Interest expense, net | Interest expense, net |
Interest expense | $ 23,583 | $ 25,603 |
Interest Rate Swap Agreements [Member] | Cash Flow Hedges [Member] | Interest Income Expense | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of loss reclassified from accumulated other comprehensive loss to earnings | $ 1,263 | $ 190 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value for Long-term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | $ 695,744 | $ 1,220,075 |
Term Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 685,744 | 1,210,075 |
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 | 695,744 | 1,220,075 |
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 | 685,744 | 1,210,075 |
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] - Interest Rate Swap Agreements [Member] - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements liability | $ 34,636 | $ 21,247 |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements liability | $ 34,636 | $ 21,247 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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 | |
Options, granted | 0 | |
Stock compensation expense | $ 1.7 | $ 2.8 |
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, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding Beginning Balance | shares | 1,704 |
Options, Forfeited | shares | (3) |
Options, Expired | shares | (236) |
Options, Outstanding Ending Balance | shares | 1,465 |
Weighted Average Exercise Price, Options, Outstanding Beginning Balance | $ / shares | $ 36.01 |
Weighted Average Exercise Price, Options, Forfeited | $ / shares | 43.12 |
Weighted Average Exercise Price, Options, Expired | $ / shares | 36.08 |
Weighted Average Exercise Price, Options, Outstanding Ending Balance | $ / shares | $ 35.98 |
RSUs [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding Beginning Balance | shares | 2,069 |
Exercised or distributed | shares | (401) |
Forfeited | shares | (35) |
Outstanding Ending Balance | shares | 1,633 |
Weighted Average Price at Issue Date, Outstanding Beginning Balance | $ / shares | $ 6.10 |
Weighted Average Price at Issue Date, Exercised or distributed | $ / shares | 8.79 |
Weighted Average Price at Issue Date, Forfeited | $ / shares | 5.86 |
Weighted Average Price at Issue Date, Outstanding Ending Balance | $ / shares | $ 5.44 |
PSUs [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding Beginning Balance | shares | 1,051 |
Forfeited | shares | (23) |
Outstanding Ending Balance | shares | 1,028 |
Weighted Average Price at Issue Date, Outstanding Beginning Balance | $ / shares | $ 4.74 |
Weighted Average Price at Issue Date, Forfeited | $ / 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, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Provision (benefit) for income taxes | $ (28,252) | $ (4,054) |
Income (loss) before income taxes | $ (29,217) | $ (56,302) |
Effective income tax rate | 96.70% | 7.20% |
Net operating losses carryforward period | 5 years | |
Percentage of taxable income offset | 80.00% | |
Discrete income tax benefit | $ 29,300 |
Pension and other Post-Employ_3
Pension and other Post-Employment Benefits - Additional Information (Detail) $ in Millions | 3 Months Ended | |||
Mar. 31, 2020USD ($)LocationPension_PlanPlanPayment | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Jan. 01, 2020 | |
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 | |||
Assumptions for Covia Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Discount rate | 3.35% | 3.15% | ||
Covia Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contributions | $ | $ 1.3 | $ 0.3 | ||
Covia Pension Plan [Member] | Scenario, Forecast [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected employer contributions | $ | $ 4 |
Pension and other Post-Employ_4
Pension and other Post-Employment Benefits - Summary of Components of Net Periodic Benefit Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Covia Pension Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 126 | $ 551 |
Interest cost | 971 | 2,084 |
Expected return on plan assets | (1,263) | (2,308) |
Amortization of prior service cost | 27 | 82 |
Amortization of net actuarial loss | 476 | 522 |
Settlement loss | 2,011 | 1,679 |
Net periodic benefit cost | 2,348 | 2,610 |
Postretirement Medical Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 79 | 73 |
Interest cost | 35 | 120 |
Amortization of net actuarial loss | 15 | 40 |
Net periodic benefit cost | $ 129 | $ 233 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | $ (163,277) | $ (124,734) |
Accumulated other comprehensive loss, Tax Effect | 19,472 | 19,648 |
Accumulated other comprehensive loss | (143,805) | (105,086) |
Foreign Currency Translation Adjustments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | (74,661) | (47,584) |
Accumulated other comprehensive loss | (74,661) | (47,584) |
Amounts Related to Employee Benefit Obligations [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | (52,796) | (54,650) |
Accumulated other comprehensive loss, Tax Effect | 14,706 | 14,882 |
Accumulated other comprehensive loss | (38,090) | (39,768) |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | (35,820) | (22,500) |
Accumulated other comprehensive loss, Tax Effect | 4,766 | 4,766 |
Accumulated other comprehensive loss | $ (31,054) | $ (17,734) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss by Component (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | $ 177,164 |
Other comprehensive loss before reclassifications | (42,511) |
Amounts reclassified from accumulated other comprehensive loss | 3,792 |
Ending balances | 139,130 |
Foreign Currency Translation Adjustments [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (47,584) |
Other comprehensive loss before reclassifications | (27,077) |
Ending balances | (74,661) |
Amounts Related to Employee Benefit Obligations [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (39,768) |
Other comprehensive loss before reclassifications | (851) |
Amounts reclassified from accumulated other comprehensive loss | 2,529 |
Ending balances | (38,090) |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (17,734) |
Other comprehensive loss before reclassifications | (14,583) |
Amounts reclassified from accumulated other comprehensive loss | 1,263 |
Ending balances | (31,054) |
Accumulated Other Comprehensive Loss [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balances | (105,086) |
Ending balances | $ (143,805) |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases and Finance Leases Included in the Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Lease assets | ||
Operating right-of-use assets, net | $ 152,633 | $ 158,489 |
Finance right-of-use assets, net | 7,725 | 11,083 |
Total lease assets | 160,358 | 169,572 |
Lease liabilities | ||
Operating lease liabilities, current | 62,438 | 63,773 |
Operating lease liabilities, non-current | 257,448 | 272,378 |
Finance lease liabilities, current | 2,777 | 3,496 |
Finance lease liabilities, non-current | 2,825 | 3,379 |
Total lease liabilities | $ 325,488 | $ 343,026 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating leases | ||
Operating lease costs | $ 10,853 | $ 27,259 |
Variable lease costs | 228 | 151 |
Short-term lease costs | 3,922 | 4,791 |
Total operating lease costs | 15,003 | 32,201 |
Financing leases | ||
Amortization of right-of-use asset | 873 | 619 |
Interest on finance lease liabilities | 69 | 37 |
Total finance lease costs | $ 942 | $ 656 |
Leases - Schedule of Additional
Leases - Schedule of Additional Information Related to Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 21,015 | $ 25,618 |
Financing cash flows from finance leases | 1,373 | 1,120 |
Total cash paid | $ 22,388 | $ 26,738 |
Asset Retirement Obligations -
Asset Retirement Obligations - Schedule of Changes in Asset Retirement Obligations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Beginning balance | $ 46,510 | $ 31,199 |
Accretion | 517 | 517 |
Additions and revisions of prior estimates | 6,474 | |
Ending balance | $ 53,501 | $ 31,716 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities - Additional Information (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)Lawsuit | Mar. 31, 2019USD ($) | |
Commitments and Contingencies [Line Items] | ||
Total royalty expense | $ | $ 2.6 | $ 2.6 |
Active Silica Related Products Liability [Member] | ||
Commitments and Contingencies [Line Items] | ||
Number of lawsuits pending | Lawsuit | 40 |
Transactions with Related Par_2
Transactions with Related Parties - Additional Information (Detail) - USD ($) $ in Millions | Jun. 01, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||
Sales to related party | $ 2.3 | $ 2.2 | ||
Accounts receivable from related parties | 2.8 | $ 1.8 | ||
Purchases from related parties | 1 | |||
Accounts payable to related parties | 2.3 | $ 0.9 | ||
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% | |||
Scr Sibelco Nv [Member] | Selling, General and Administrative Expenses [Member] | ||||
Related Party Transaction [Line Items] | ||||
Commission expense | $ 0.6 | $ 1 | ||
Scr Sibelco Nv [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of equity ownership owned by the parent | 65.00% |
Revenues - Additional Informati
Revenues - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)Customer | Mar. 31, 2019Customer | Dec. 31, 2019USD ($)Customer | |
Disaggregation Of Revenue [Line Items] | |||
Deferred revenue recorded in current liabilities | $ | $ 19,648 | $ 7,815 | |
Deferred revenue recorded in other non-current liabilities | $ | $ 5,100 | $ 5,400 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Number of customers | 0 | 0 | |
Concentration risk percentage | 10.00% | 10.00% | |
Revenues [Member] | Customer Concentration Risk [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Number of customers | 0 | ||
Concentration risk percentage | 10.00% | ||
Revenues [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Number of customers | 1 | ||
Concentration risk percentage | 11.00% | ||
Minimum [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contract with customers terms | 1 year | ||
Accounts receivable payment terms | 30 days | ||
Maximum [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contract with customers terms | 8 years | ||
Accounts receivable payment terms | 45 days |
Revenues - Summary of Changes i
Revenues - Summary of Changes in Deferred Revenue (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Beginning balance | $ 13,194 |
Deferral of revenue | 21,000 |
Recognition of unearned revenue | (9,495) |
Ending balance | $ 24,699 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Revenues | $ 322,660 | $ 428,246 |
Segment contribution margin | ||
Segment contribution margin | 75,738 | 73,641 |
Operating costs of idled facilities and excess railcar capacity | 6,952 | 6,955 |
Selling, general, and administrative | 33,447 | 41,960 |
Depreciation, depletion, and amortization | 34,830 | 58,095 |
Restructuring and other charges | 5,499 | 2,002 |
Other operating income, net | (2,268) | (6,859) |
Loss from operations | (2,722) | (28,512) |
Interest expense, net | 23,583 | 25,603 |
Other non-operating expense, net | 2,912 | 2,187 |
Loss before benefit for income taxes | (29,217) | (56,302) |
Energy [Member] | ||
Revenues | ||
Revenues | 152,373 | 236,075 |
Segment contribution margin | ||
Segment contribution margin | 21,538 | 22,019 |
Industrial [Member] | ||
Revenues | ||
Revenues | 170,287 | 192,171 |
Segment contribution margin | ||
Segment contribution margin | $ 54,200 | $ 51,622 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 119,822 | $ 119,822 | |
Amortization expense | $ 1,899 | $ 8,400 |
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, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 53,865 | $ 77,170 | |
Accumulated Amortization | (20,235) | (20,235) | |
Amortization | (1,899) | $ (8,400) | |
Impairment | (23,305) | ||
Intangibles, net | $ 31,731 | $ 33,630 | |
Weighted Average Amortization Period | 5 years | 5 years | |
Stream Migration Rights [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 2,328 | $ 4,170 | |
Accumulated Amortization | (971) | (971) | |
Amortization | (20) | ||
Impairment | (1,842) | ||
Intangibles, net | $ 1,337 | $ 1,357 | |
Weighted Average Amortization Period | 17 years | 17 years | |
Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 51,537 | $ 73,000 | |
Accumulated Amortization | (19,264) | (19,264) | |
Amortization | (1,879) | ||
Impairment | (21,463) | ||
Intangibles, net | $ 30,394 | $ 32,273 | |
Weighted Average Amortization Period | 4 years | 4 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Estimated Amortization Expense Related to Intangible Assets (Detail) $ in Thousands | Mar. 31, 2020USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2020 | $ 5,489 |
2021 | 7,388 |
2022 | 7,388 |
2023 | 7,388 |
2024 | 3,125 |
Thereafter | 953 |
Total | $ 31,731 |
Restructuring and Other Charg_3
Restructuring and Other Charges - Summary of Restructuring Charges (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Severance and relocation costs | $ 1,921 |
Contract termination costs | 81 |
Total restructuring charges | 2,002 |
Merger-Related [Member] | |
Restructuring Cost And Reserve [Line Items] | |
Severance and relocation costs | 1,921 |
Total restructuring charges | 1,921 |
Idled Facilities [Member] | |
Restructuring Cost And Reserve [Line Items] | |
Contract termination costs | 81 |
Total restructuring charges | $ 81 |
Restructuring and Other Charg_4
Restructuring and Other Charges - Summary of Restructuring Reserve Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||
Beginning balances | $ 8,212 | $ 19,552 |
Charges | 2,002 | |
Cash payments | (4,719) | (3,286) |
Ending Balances | 3,493 | 18,268 |
Merger-Related [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Beginning balances | 7,735 | 15,578 |
Charges | 1,921 | |
Cash payments | (4,498) | (2,707) |
Ending Balances | 3,237 | 14,792 |
Idled Facilities [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Beginning balances | 477 | 3,974 |
Charges | 81 | |
Cash payments | (221) | (579) |
Ending Balances | $ 256 | $ 3,476 |
Restructuring and Other Charg_5
Restructuring and Other Charges - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring and other charges | $ 2,002 | |
Consulting And Strategic Costs [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring and other charges | $ 5,500 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] $ in Millions | Jun. 30, 2020USD ($) |
Subsequent Event [Line Items] | |
Debt instrument face amount | $ 10 |
Interest Rate Swap Agreements [Member] | Barclays Bank PLC [Member] | |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 35.8 |
Line of credit facility, covenant terms | five separate interest rate swap transactions |
Term Loan [Member] | |
Subsequent Event [Line Items] | |
Debt instrument face amount | $ 825 |
Minimum liquidity amount | $ 50 |
Debt instrument, frequency of periodic payment | quarterly |
Line of credit facility equity in the reorganized company | 100.00% |
Aggregate principal amount | $ 1,560 |
Term Loan [Member] | Exit Facility [Member] | |
Subsequent Event [Line Items] | |
Debt instrument face amount | $ 100 |
Term Loan [Member] | LIBOR [Member] | |
Subsequent Event [Line Items] | |
Applicable margin on interest rate | 4.00% |
Debt instrument floor rate | 1.00% |
Receivables Facility [Member] | |
Subsequent Event [Line Items] | |
Principal amount letter of credit | $ 37 |