UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

For the quarterly period ended March 31, 2017

or

For the transition period from            to           

Commission File Number 001-36670

 

FAIRMOUNT SANTROL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

8834 Mayfield Road

Chesterland, Ohio 44026

(Address of Principal Executive Offices) (Zip Code)

(800) 255-7263

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☒

Number of shares of Common Stock outstanding, par value $0.01 per share, as of May 1, 2017:  223,943,103

 

 

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Fairmount Santrol Holdings Inc. and Subsidiaries

Quarterly Report on Form 10-Q

For the Quarter Ended March 31, 2017

Table of Contents

 

 

 

 

2

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Fairmount Santrol Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Income (Loss)

(Unaudited)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

3

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Fairmount Santrol Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

4

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Fairmount Santrol Holdings Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

5

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Fairmount Santrol Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

6

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Fairmount Santrol Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

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Fairmount Santrol Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

 

Basis of Presentation

The unaudited condensed consolidated financial statements of Fairmount Santrol Holdings Inc. and its consolidated subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.  In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal, recurring nature) and disclosures necessary for a fair statement of the financial position, results of operations, comprehensive income, and cash flows of the reported interim periods.  The condensed consolidated balance sheet as of December 31, 2016 was derived from audited financial statements, but does not include all disclosures required by GAAP.  Interim results are not necessarily indicative of the results to be expected for the full year or any other interim period.  These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as filed in the 2016 Annual Report on Form 10-K and notes thereto and information included elsewhere in this Quarterly Report on Form 10-Q.

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.  Actual results could differ from those estimates.

Recent Accounting Pronouncements

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

In March 2016, the FASB issued ASU No. 2016-09 – Compensation – Stock Compensation (Topic 718), which provides guidance on simplified accounting for and presentation of share-based payment transactions, including income tax consequences, minimum tax withholding requirements, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows.  The ASU requires all tax effects of share-based payments to be recorded through the income statement, windfall tax benefits to be recorded when the benefit arises, and all share-based payment tax-related cash flows to be reported as operating activities in the statement of cash flows.  Regarding tax withholding requirements, the ASU allows entities to withhold an amount up to the employees’ maximum individual tax rates without classifying the award as a liability.  The ASU also permits

8

 

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Fairmount Santrol Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

 

entities to make an accounting policy election for the impact of forfeitures on expense recognition, either recognized when forfeitures are estimated or when forfeitures occur, which is the policy election made by the Company.  The ASU is effective beginning January 1, 2017.  Accordingly, the Company has incorporated this guidance in its financial statements and disclosures beginning with this Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.  This guidance has no material impact on the Company’s financial statements and disclosures.

In April and May 2016, the FASB issued ASU No. 2016-10 – Revenue from Contracts with Customers – Identifying Performance Obligations and Licensing, ASU No. 2016-11 – Revenue Recognition and Derivatives and Hedging – Recession of SEC Guidance, ASU No. 2016-12 – Revenue from Contracts with Customers – Narrow-Scope Improvements and Practical Expedients, and ASU No. 2016-20 – Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.  These ASU’s each affect the guidance of the new revenue recognition standard in ASU No. 2014-09 – Revenue from Contracts with Customers and related subsequent ASUs.  This guidance is effective beginning January 1, 2018.  The Company is in the process of reviewing its various customer contracts in both of its business segments with a combination of applicable sales, legal, and accounting personnel.  The review of several contracts to date has been completed.  In this review, the Company has identified several issues with regards to potential variable consideration, including price adjustments in the contracts as well as provisions similar to take-or-pay arrangements.  The Company is in the process of further review of these issues and whether they constitute a change in the timing of revenue recognition.  The Company intends to use the cumulative effect transition method as of the date of adoption.  This review is in discussion and data-gathering stages and, therefore, the effect of the new guidance on the Company’s financial statements and disclosures is not yet readily determinable.

In January 2017, the FASB issued ASU 2017-04 – Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment.  The ASU eliminates Step 2 from goodwill impairment testing.  Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill.  As a result of the ASU, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.  The ASU is effective beginning January 1, 2020, with early adoption permitted, and applied prospectively.  The Company is in the process of evaluating the impact of this new guidance on its financial statements and disclosures.  

In March 2017, the FASB issued ASU 2017-07 – Compensation – Retirement Benefits (Topic 715) – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.  The ASU requires that an employer report the service cost component in the same line item in the income statement as other compensation costs arising from services rendered by the pertinent employees during the period as well as appropriately described relevant line items.  The ASU also requires only the service cost component to be eligible for capitalization when applicable.  The ASU is effective beginning January 1, 2018 with early adoption permitted.  The income statement components of the ASU should be applied retrospectively while the balance sheet component should be applied prospectively.  The Company is in the process of evaluating the impact of this new guidance on its financial statements and disclosures.  

At March 31, 2017 and December 31, 2016, inventories consisted of the following:

 

 

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Fairmount Santrol Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

 

At March 31, 2017 and December 31, 2016, property, plant, and equipment consisted of the following:

 

 

Under ASC 360 Property, Plant, and Equipment, the Company is required to evaluate the recoverability of the carrying amount of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Based on the adverse business conditions and the idling of certain assets in 2016, the Company evaluated certain of its asset groups that contained mineral reserves and other long-lived assets contained in the Proppant Solutions segment and concluded that the carrying amounts of those assets were not recoverable.  Fair value was determined by prices obtained from third parties for the assets and from estimating the net present value of the future cash flows over the life of the assets.  Using Level 3 inputs of the fair value hierarchy, critical assumptions for these valuations included future selling prices of products, future operating costs, and the cost of capital.  The Company incurred $76 of such asset impairments in the three months ended March 31, 2016.  These impairments are recorded as asset impairments in operating expenses in the Condensed Consolidated Statements of Income (Loss).  There were no such impairments in the three months ended March 31, 2017.

At March 31, 2017 and December 31, 2016, long-term debt consisted of the following:

 

 

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

The 2013 Amended Credit Agreement was amended in March 2014, April 2015, and May 2015 and joinder agreements were entered into as of August 2014 and September 2014.  These amendments and joinder agreements made various changes to maturity dates and interest rate margins.  In addition, amounts that were initially Term B-1 Loans and balances on the Revolving Credit Facility were converted into term loans with essentially the same terms

10

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Fairmount Santrol Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

 

as the Term B-2 Loans (the “Extended Term B-1 Loans”).  The applicable margin for Term B-1 and Term B-2 Base Rate loans was 2.5% and the margin on Term B-1 and Term B-2 Eurodollar Rate loans was 3.5%.  The Revolving Credit Facility, the Extended Term B-1 Loans, and Term B-2 Loans are secured by a first priority lien on substantially all of the Company’s domestic assets.

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

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

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

As of March 31, 2017, the Term B-2 Loans, Extended Term B-1 Loans, and the Revolving Credit Facility had actual interest rates of 4.65%, 4.65%, and 4.3%, respectively.

As of March 31, 2017, there was $15,745 available unused capacity on the Revolving Credit Facility and $15,505 committed to outstanding letters of credit.  As of March 31, 2017, the Company has not drawn on the Revolving Credit Facility.

The Company has a $10,000 Industrial Revenue Bond outstanding related to the construction of a manufacturing facility in Wisconsin.  The bond bears interest, which is payable monthly, at a variable rate.  The rate was 0.96% at March 31, 2017.  The bond matures on September 1, 2027 and is collateralized by a letter of credit of $10,000.

At March 31, 2017 and December 31, 2016, accrued expenses and deferred revenue consisted of the following:

 

 

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Fairmount Santrol Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

 

The table below shows the computation of basic and diluted earnings (loss) per share for the three months ended March 31, 2017 and 2016:

 

 

All potentially dilutive shares were excluded from the calculation of diluted weighted average shares outstanding and diluted earnings per share because the Company was in a loss position in the three months ended March 31, 2017 and 2016.

As of March 31, 2017, the amount of outstanding options, RSUs, and PRSUs was 13,887, 1,610, and 597, respectively.

The Company enters into interest rate swap agreements as a means to partially hedge its variable interest rate risk on debt instruments.  The notional value of these swap agreements is $420,000, which represents a total of approximately 50% of term debt outstanding at March 31, 2017 and effectively fixes the variable rate in a range of 2.92%  to 3.115% for the portion of the debt that is hedged.  The interest rate swap agreements mature on September 5, 2019.

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

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

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Fairmount Santrol Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

 

The following table summarizes the fair values and the respective classification in the Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016:

 

 

In order to represent the ineffective portion of interest rate swap agreements designated as hedges, the Company recognized in interest expense the following in the three months ended March 31, 2017 and 2016:

 

 

The Company expects 6,384 to be reclassified from accumulated other comprehensive income (loss) into interest expense within the next twelve months.

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

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

 

 

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.

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Fairmount Santrol Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

 

The carrying value of cash equivalents, accounts receivable and accounts payable are considered to be representative of their fair values because of their short maturities.  The carrying value of the Company’s long-term debt (including the current portion thereof) is recognized at amortized cost.  The fair value of the Extended Term B-1 Loans and the Term B-2 Loans differs from amortized costs and is valued at prices obtained from a readily-available source for trading non-public debt, which represent quoted prices for identical or similar assets in markets that are not active, and therefore is considered Level 2.  The following table presents the fair value as of March 31, 2017 and December 31, 2016 for the Company’s long-term debt:

 

 

The following table presents the amounts carried at fair value as of March 31, 2017 and December 31, 2016 for the Company’s other financial instruments.  Fair value of interest rate swap agreements in 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.

 

 

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Fairmount Santrol Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

 

The Company granted options to purchase 443 and 1,532 shares of common stock in the three months ended March 31, 2017 and 2016, respectively.  The average grant date fair value was $10.03 and $2.04 for options issued in the three months ended March 31, 2017 and 2016, respectively.  The Company issued restricted stock units (“RSUs”) of 366 and 862 in the three months ended March 31, 2017 and 2016, respectively.  The Company issued performance restricted stock units (“PRSUs”) of 139 and 407 in the three months ended March 31, 2017 and 2016, respectively.    

 

 

 

As discussed in Note 1, the FASB issued ASU No. 2016-09 – Compensation – Stock Compensation (Topic 718), which provides guidance on simplified accounting for and presentation of share-based payment transactions, including income tax consequences, minimum tax withholding requirements, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows.  The guidance updates to ASC 718 were adopted by the Company in the quarter ended March 31, 2017.  As part of this adoption, the Company elected to change its method of accounting for award forfeitures from estimation of the impact upon grant, to instead recognize the forfeiture upon occurrence. As a result of this change, the Company recognized a reduction to retained earnings of $699 for the impact of the change in this method of recording expense.

The Company recorded $2,416 and $1,653 of stock compensation expense related to these options, RSUs, and PRSUs for the three months ended March 31, 2017 and 2016, respectively.  Stock compensation expense is included in selling, general, and administrative expenses on the Consolidated Statements of Income (Loss) and in additional paid-in capital on the Consolidated Balance Sheets.

The Company computes and applies to ordinary income an estimated annual effective tax rate on a quarterly basis based on current and forecasted business levels and activities, including the mix of domestic and foreign results and enacted tax laws.  The estimated annual effective tax rate is updated quarterly based on actual results and updated operating forecasts.  Ordinary income refers to income (loss) 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, 2017, the Company recorded a tax benefit of $1,148 on a loss before income taxes of $12,558 resulting in an effective tax rate of 9.1%, compared to a tax benefit of $15,754 on a loss before income taxes of $27,533 resulting in an effective tax rate of 57.2% for the same period of 2016.  The decrease in the effective tax rate is primarily attributable to the impact of a tax benefit from a loss carryback recorded in 2016, an increase in depletion applied against forecasted results in 2017 as compared to 2016, and 2017 forecasted U.S. results with nominal tax due to a valuation allowance, offset partly by discrete tax benefits of $577 primarily related to the impacts of stock compensation.  The effective rate differs from the U.S. federal statutory rate due primarily to depletion and the valuation allowance against certain U.S. tax attributes.

The Company maintains two defined benefit pension plans, the Wedron pension plan and the Troy Grove pension plan, covering union employees at certain facilities that provide benefits based upon years of service or a

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Fairmount Santrol Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

 

combination of employee earnings and length of service.  The benefits under the plans were frozen effective December 31, 2012.

Net periodic benefit cost recognized for other Company defined benefit pension plans for the three months ended March 31, 2017 and 2016 is as follows:

 

 

The Company contributed $19 and $25 during the three months ended March 31, 2017 and 2016, respectively.  Total expected employer contributions during the year ending December 31, 2017 are $69.

The components of accumulated other comprehensive income (loss) attributable to Fairmount Santrol Holdings Inc. at March 31, 2017 and December 31, 2016 were as follows:

 

 

 

The following table presents the changes in accumulated other comprehensive income by component for the three months ended March 31, 2017:

 

 

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Fairmount Santrol Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

 

The following table presents the reclassifications out of accumulated other comprehensive income during the three months ended March 31, 2017:

 

 

The Company has entered into numerous mineral rights agreements, in which payments under the agreements are expensed as incurred.  Certain agreements require annual payments while other agreements require payments based upon annual tons mined and others require a combination thereof.

The Company has entered into agreements with third party terminal operators whereby certain minimum payments are due regardless of terminal utilization.  

The Company leases certain machinery, equipment (including railcars), buildings and office space under operating lease arrangements.  Total rent expense associated with these leases was $13,714 and $17,803 for the three months ended March 31, 2017 and 2016, respectively.

The Company is subject to a contingent consideration arrangement related to the purchase of Self-Suspending Proppant LLC (“SSP”), which was accounted for as an acquisition of a group of assets.  The contingent consideration is based on a fixed percentage of the cumulative product margin, less certain adjustments, generated by sales of Propel SSP® and other products incorporating the SSP technology for five years commencing on October 1, 2015.  The Company entered into an amendment to the SSP purchase agreement on December 17, 2015.  This amendment (a) extends the period during which the aggregate earnout payments must equal or exceed $45,000 from the two-year period ending October 1, 2017 until the three-year period ending October 1, 2018; and (b) provides that the aggregate earnout payments during the two-year period ending October 1, 2017 must equal or exceed $15,000 and granted the Seller a security interest in 51% of the equity interests in the Company to secure such $15,000.  The amendment does not alter the final threshold earnout amount, which continues to be $195,000 (inclusive of the $45,000 payment, if any) by October 1, 2020.  The contingent consideration is accrued and capitalized as part of the cost of the acquired technology from the SSP acquisition at the time a payment is probable and reasonably estimable.  Based upon current results, the Company accrued and capitalized an additional $757 in the three months ended March 31, 2017.

Certain subsidiaries are defendants in lawsuits in which the alleged injuries are claimed to be silicosis-related and to have resulted, in whole or in part, from exposure to silica-containing products, allegedly including those sold by certain subsidiaries.  In the majority of cases, there are numerous other defendants.  In accordance with its insurance obligations, the defense of these actions has been tendered to and the cases are being defended by the subsidiaries’ insurance carriers.  Management believes that the Company’s substantial level of existing and available insurance

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Fairmount Santrol Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

 

coverage combined with various open indemnities is more than sufficient to cover any exposure to silicosis-related expenses.  An estimate of the possible loss, if any, cannot be made at this time.

The Company had purchases from an affiliated entity for freight, logistic services and consulting services related to its operations in China of $57 and $263 in the three months ended March 31, 2017 and 2016, respectively.  

The Company pays American Securities LLC (“American Securities”), in accordance with its policy, for Board of Directors’ fees and Company-related expenses, including reimbursement for travel and lodging, market research, and other miscellaneous expenses.  Fees and expenses paid to American Securities were $86 and $104 in the three months ended March 31, 2017 and 2016, respectively.  

The Company organizes its business into two reportable segments, Proppant Solutions and Industrial & Recreational Products.  The reportable segments are consistent with how management views the markets served by the Company and the financial information reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance.

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

 

 

Total assets reported in the Proppant Solutions segment were $513,409 and $477,777 as of March 31, 2017 and December 31, 2016, respectively.  Total assets reported in the I&R segment were $61,213 and $57,029 as of March 31, 2017 and December 31, 2016, respectively.  

As of March 31, 2017, the balance of Goodwill was $15,301, which represents goodwill related to acquisitions in the Company’s Industrial & Recreational Products segment.  As part of Company policy in its normal course of business, the Company performed a review of qualitative factors and concluded that, as of March 31, 2017, there

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Fairmount Santrol Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

 

were no events or changes in circumstances that would more likely than not result in an impairment of the carrying value of its intangible assets, including goodwill.  With the current volatile market conditions in the oil and gas industry, there could be future changes that impact the carrying value of other long-lived intangibles, including the supply agreement with FTS International Services, LLC (“FTSI”) or the value of the acquired technology from the SSP acquisition.  As of March 31, 2017, the balance of the FTSI supply agreement, net of accumulated amortization, was $34,053.    

Beginning in the first quarter of 2017, the Company began selling products using the SSP technology in full commercial protocol.  Accordingly, the Company began to amortize this intangible asset over a 20-year useful life, which is based upon the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Company.  Amortization expense of the SSP technology was $761 in the three months ended March 31, 2017.  Based on future results of sales of products utilizing the SSP technology, it is possible the fair value of the intangible asset could decline below its cost such that an impairment in carrying value exists.  

 

 

 

 

 

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Introduction to Part I, Item 2 and Part II, Item 1 and Item 1A

We define various terms to simplify the presentation of information in this Quarterly Report on Form 10-Q (this “Report”).  Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our,” “Fairmount Santrol,” “our business” and “our company” refer to Fairmount Santrol Holdings Inc. and its consolidated subsidiaries and predecessor companies.  We use Adjusted EBITDA herein as a non-GAAP measure of our financial performance.  See further discussion of Adjusted EBITDA at Item 2 – Management’s Discussion and Analysis.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that are subject to risks and uncertainties.  All statements other than statements of historical fact included in this Report are forward-looking statements.  Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business.  You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.  For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements.  All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

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We derive many of our forward-looking statements from our knowledge of our operations, our asset base, and our operating forecasts, which are based on many detailed assumptions.  While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.  Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report.  All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications.  You should evaluate all forward-looking statements made in this Report in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you.  In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect.  The forward-looking statements included in this Report are made only as of the date hereof.  We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below.  The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related information contained herein and our audited financial statements as of December 31, 2016 and 2015 included in our Annual Report on Form 10-K.  This discussion contains forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management.  Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed herein, particularly in the section entitled “Risk Factors.”

Overview

We are one of the world’s largest providers of sand-based proppant solutions and for nearly 40 years have been a pioneer in the development of high performance proppants used by Exploration & Production (“E&P”) companies to enhance the productivity of their oil and gas wells.  Additionally, for more than 120 years, we and our predecessor companies have provided high quality sand-based products, strong technical leadership and applications knowledge to end users in the I&R markets.

As one of the industry leaders, our asset base at December 31, 2016 included 742 million tons of proven and probable mineral reserves, which we believe is one of the largest reserve bases in the industry.  As of May 2017, we have ten sand processing facilities (eight of which are active) with 16.9 million tons of annual sand processing capacity.  We re-opened our Menomonie, Wisconsin facility at the end of the third quarter 2016 and restarted our Brewer, Missouri and Maiden Rock, Wisconsin facilities in early 2017, primarily to serve the increased demand in the proppant market.  We also have nine coating facilities (six of which are active) providing in excess of 2.0 million tons of annual coating capacity.  In early 2017, we reopened our Cutler, Missouri coating facility to serve regional coating sand needs and increased demand.

We are capable of Class I railroad deliveries to each of North America’s major oil and gas producing basins and also have the flexibility to ship our product via barge, marine terminals and trucks to reach our customers as needed.  We operate an integrated logistics platform consisting of 41 proppant distribution terminals and a fleet of approximately 10,000 railcars, which includes 1,280 customer railcars, considering subleases.  Our unit train capabilities include four production facilities and ten in-basin terminals, which reduce freight costs and improve cycle times for our railcar fleet.  In order to continually align our logistics network with customer demand, we have opened two new unit train terminals in 2017.  

Our operations are organized into two segments based on the primary end markets we serve: (i) Proppant Solutions and (ii) Industrial & Recreational Products (“I&R”).  Our Proppant Solutions segment predominantly provides sand-based proppants for use in hydraulic fracturing operations throughout the U.S. and Canada, Argentina, Mexico, China, northern Europe and the United Arab Emirates.  Our I&R segment provides raw, coated, and custom blended sands to the foundry, building products, glass, turf and landscape and filtration industries primarily in North America.  We believe our two market segments are complementary.  Our ability to sell to a wide range of customers across multiple end markets allows us to maximize the recovery of our reserve base within our mining operations and to reduce the cyclicality of our earnings.

Segment Gross Profit

Segment gross profit is a key metric that management uses to evaluate our operating performance and to determine resource allocation between segments.  Segment gross profit does not include any selling, general, and administrative costs or corporate costs.  

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are supplemental non-GAAP financial measures that are used by management and certain external users of our financial statements in evaluating our operating performance.

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We define EBITDA as net income before interest expense, income tax expense, depreciation, depletion and amortization.  Adjusted EBITDA is defined as EBITDA before non-cash stock-based compensation, impairment of assets, and certain other income or expenses.

Management believes EBITDA and Adjusted EBITDA are useful because they allow us to more effectively evaluate our operations from period to period without regard to our financing methods or capital structure.  EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered as alternatives to, or more meaningful than, net income as determined in accordance with GAAP as indicators of our operating performance.  Certain items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of EBITDA or Adjusted EBITDA.  Although we attempt to determine EBITDA and Adjusted EBITDA in a manner that is consistent with other companies in our industry, our computations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.  We believe that EBITDA and Adjusted EBITDA are widely followed measures of operating performance.

Adjusted EBITDA is presented as a performance measure because certain charges or expenses may occur in a particular period and are not indicative of true operating performance.  For this reason, management believes Adjusted EBITDA is useful to investors as well.  

The following table sets forth a reconciliation of net income, the most directly comparable GAAP financial measure, to EBITDA and Adjusted EBITDA:

 

 

 

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Results of Operations

 

 

Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016

Revenues  

Revenues increased $27.1 million, or 19%, to $172.6 million for the three months ended March 31, 2017 compared to $145.5 million for the three months ended March 31, 2016.

North American rig counts increased approximately 27% from the fourth quarter of 2016 through the first quarter of 2017 and are up 37% from first-quarter 2016 levels.  Oil prices stabilized in the quarter at an average of approximately $52 per barrel of oil for the quarter versus approximately $33 per barrel in the first quarter of 2016.  In response to the current market trends, E&P companies and oil field service companies are continuing to refine their well designs and hydraulic fracturing techniques to achieve more efficient production.  These changes in techniques have increased the demand for proppants as a result of increasing the amount of finer grade proppant used per frac stage (“proppant intensity”).  

Total volumes in the Proppant Solutions segment increased 36% to 2.1 million tons in the three months ended March 31, 2017 compared to 1.5 million tons in the three months ended March 31, 2016.  Raw frac sand volumes increased 36% to 1.9 million tons in the three months ended March 31, 2017 compared to 1.4 million tons in the three months ended March 31, 2016.  Coated proppant volumes increased 43% to 0.2 million tons in the three months ended March 31, 2017 compared to 0.1 million tons in the three months ended March 31, 2016.  Revenues in the Proppant Solutions segment increased $23.5 million, or 20%, to $141.0 million for the three months ended March 31, 2017 compared to $117.5 million for the three months ended March 31, 2016.  The increase in Proppant Solutions revenue was due to higher overall volumes, which increased revenues by approximately $38 million.  Revenue was negatively impacted by $14.5 million due to changes in product distribution mix with greater sales being made FOB mine, which are priced lower than in-basin sales at the terminal.

Volumes in the I&R segment stayed flat at 0.6 million tons in the three months ended March 31, 2017 compared to the three months ended March 31, 2016.  Revenues in the I&R segment increased $3.6 million, or 13%, to $31.6 million for the three months ended March 31, 2017 compared to $28.0 million for the three months ended March 31, 2016.  I&R segment revenue was impacted by increased sales of value-added products, particularly in the recreation and building products markets.

Revenues in our I&R segment are driven by macroeconomic factors, such as housing starts, light vehicle sales, repair and remodel activity, and industrial production.  

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Segment Gross Profit

Gross profit increased $13.8 million to $40.8 million for the three months ended March 31, 2017 compared to $27.0 million for the three months ended March 31, 2016.    

Gross profit in the Proppant Solutions segment increased $10.8 million to $27.3 million for the three months ended March 31, 2017 compared to $16.6 million for the three months ended March 31, 2016.  The volume increases in the Proppant Solutions segment improved gross profit for the three months ended March 31, 2017 by approximately $7 million compared to the three months ended March 31, 2016.  The remaining gross profit improvement of $3.8 million is attributed to pricing improvements and changes in product mix.    

Gross profit in the I&R segment increased $3.1 million to $13.5 million for the three months ended March 31, 2017 compared to $10.4 million for the three months ended March 31, 2016.  Approximately $1.4 million of the I&R gross profit improvement was attributed to increases in volumes in specialty and value-added products.  The remaining gross profit improvement of $1.7 million is attributed to higher pricing and improved cost-per-ton.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A”) increased $4.2 million, or 23%, to $22.5 million for the three months ended March 31, 2017 compared to $18.3 million for the three months ended March 31, 2016.  SG&A includes stock compensation expense of $2.4 million and $1.7 million for the three months ended March 31, 2017 and 2016, respectively.  Stock compensation expense was higher in 2017 due to amendments to the retirement provisions of the long-term incentive plan award agreements that accelerate vesting and corresponding expense of certain awards.  The increase in SG&A from the three months ended March 31, 2016 is the result of higher base compensation in 2017 as well as estimated variable compensation and pension and profit-sharing contributions based on projected 2017 performance.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization increased $0.9 million to $19.4 million for the three months ended March 31, 2017 compared to $18.6 million in the three months ended March 31, 2016.  The increase in this expense was primarily due to incremental amortization of the acquired technology from the SSP acquisition, which began in 2017 with the commercialization of Propel SSP®.  

Income (Loss) from Operations

Income (loss) from operations increased $10.3 million for the three months ended March 31, 2017 compared to a loss of $10.3 million for the three months ended March 31, 2016.  First quarter earnings were largely impacted by increases in gross profits due to increased demand for proppant and price improvements.  

Interest Expense

Interest expense decreased $4.7 million, or 27%, to $12.5 million for the three months ended March 31, 2017 compared to $17.3 million for the three months ended March 31, 2016.  The change in interest expense is primarily due to the prepayments and repurchases of the term loans, which reduced overall interest expense.

Provision (Benefit) for Income Taxes

The benefit for income taxes decreased $14.6 million to a benefit of $1.1 million for the three months ended March 31, 2017 compared to a benefit of $15.8 million for the three months ended March 31, 2016.  Income before income taxes increased $15.0 million to a loss of $12.6 million for the three months ended March 31, 2017 compared to a loss of $27.5 million for the three months ended March 31, 2016.  The increase in the expense recorded during the first quarter of 2017 was primarily related to the increase in income before income taxes and the benefit from a loss carryback recognized in 2016.  The effective tax rate was 9.1% and 57.2% for the three months ended March 31, 2017 and 2016, respectively.  The decrease in the effective tax rate was primarily attributable to the impact of the tax benefit from a loss carryback recorded in 2016, an increase in depletion applied against forecasted results in

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2017 as compared to 2016, and 2017 forecasted U.S. results with nominal tax due to a valuation allowance, offset partly by discrete tax benefits primarily related to the impacts of stock compensation.  The effective rate differs from the U.S. federal statutory rate due primarily to depletion and the valuation allowance against certain U.S. tax attributes.

The provision (benefit) for income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items that are taken into account in the relevant period.  Each quarter, we update our estimate of the annual effective tax rate.  If our estimated effective tax rate changes, we make a cumulative adjustment.  

Net Income (Loss) Attributable to Fairmount Santrol Holdings Inc.

Net loss attributable to Fairmount Santrol Holdings Inc. decreased $0.2 million to a loss of $11.6 million for the three months ended March 31, 2017 compared to a loss of $11.8 million for the three months ended March 31, 2016 due to the factors noted above.

Adjusted EBITDA

Adjusted EBITDA increased $11.6 million to $21.7 million for the three months ended March 31, 2017 compared to $10.0 million for the three months ended March 31, 2016.  Adjusted EBITDA for the first quarter of 2017 excludes the impact of $2.4 million of non-cash stock compensation expense.  The increase in Adjusted EBITDA is largely due to increased gross profit resulting from higher volumes sold with improved pricing.

Liquidity and Capital Resources

Overview

Our liquidity is principally used to service our debt and to meet our working capital and capital expenditure needs.  Historically, we have met our liquidity and capital investment needs in part with funds generated from operations as well as through periodic capital market transactions, such as the issuance of shares of our Common Stock, subject to market conditions.

As of March 31, 2017, we had outstanding term loan borrowings of $835.3 million and cash on hand of $210.7 million.  In addition, we have a Revolving Credit Facility that can provide additional liquidity, if needed.  As of March 31, 2017, we had $31.3 million of availability under our Revolving Credit Facility with $15.5 million committed to letters of credit, leaving net availability at $15.7 million.  

As of the date of this report, we believe that our cash on-hand, cash generated from operations, and amounts available under the Revolving Credit Facility will be sufficient to meet cash obligations, such as working capital requirements, anticipated capital expenditures, and scheduled debt payments, over the next twelve months.  We also believe that we have the ability to refinance our debt, and we will continue to evaluate opportunities to do so in 2017 as our operating results improve.  We may use cash at times to negotiate repurchases of our term debt to the extent permitted under our credit agreement.  See “Credit Facilities” below for more information.

A downturn in our business’s key markets could significantly impact our forecasts.  While we believe that our operating forecasts are reasonable, the forecasts are based on assumptions and market conditions that continue to vacillate and impact the industry, primarily the proppant business.  We continue to have various ways of addressing fluctuations in market conditions that could adversely affect liquidity, including implementing reductions in operating costs, idling or closing mines and processing facilities, reducing selling, general, and administrative costs, reducing planned capital spending, improving working capital, and/or raise capital, subject to capital market conditions.  

Working Capital

Working capital is the amount by which current assets exceed current liabilities, is a measure of liquidity, and source of cash flow.  Our working capital was $284.5 million at March 31, 2017 and $279.6 million at December 31, 2016.    

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Accounts Receivable

Accounts receivable increased $16.4 million to $95.3 million at March 31, 2017 compared to $78.9 million at December 31, 2016.  The increase is primarily the result of increased sales from year-end levels.  During the three months ended March 31, 2017 and 2016, our top ten proppant customers collectively represented 74% and 80% of our revenues, respectively.  During the same periods, sales in the aggregate to our top three customers, Halliburton Company ("Halliburton"), FTS International Services, LLC ("FTSI"), and Cudd Energy Services, collectively accounted for 24%, 12%, and 11% of our revenues, respectively.  

Inventory

Inventory consists of raw materials, work-in-process and finished goods. The cost of finished goods includes processing costs and transportation costs to terminals.  The increase in inventory to $61.7 million at March 31, 2017 compared to $52.7 million at December 31, 2016 relates to increased production to match current and projected demand.  

Prepaid Expenses and Other Assets

Prepaid expenses and other assets decreased $0.8 million to $6.2 million at March 31, 2017 from $7.1 million at December 31, 2016, primarily due to a decrease in prepaid insurance.

Refundable Income Taxes

Refundable income taxes decreased $1.9 million to $19.1 million at March 31, 2017 from $21.1 million at December 31, 2016.  The decrease primarily represents the receipt of the refund relating to the monetization of a portion of the alternative minimum tax credit carryforwards.  

Accounts Payable

Accounts payable increased $14.3 million to $51.5 million at March 31, 2017 compared to $37.3 million at December 31, 2016.  The increase in accounts payable is due increased purchasing and freight activity driven by higher sales volumes compared to the prior year period.  

Accrued Expenses and Deferred Revenue

The increase in accrued expenses and deferred revenue to $45.4 million at March 31, 2017 compared to $26.2 million at December 31, 2016 is primarily due to approximately $17.0 million of prepayments on customer contracts.

Cash Flow Analysis

Net Cash Provided (Used in) by Operating Activities

Operating activities consist primarily of net income adjusted for non-cash items, including depreciation, depletion, and amortization, asset impairments, and the effect of changes in working capital.

Net cash provided by operating activities was $26.0 million for the three months ended March 31, 2017 compared with $8.6 million used in the three months ended March 31, 2016.  This $34.6 million variance was primarily the result of a $14.1 million increase in operating income and a $19.3 million improvement in accrued expenses and deferred revenue.  

Net Cash Used in Investing Activities

Investing activities consist primarily of capital expenditures for growth and maintenance.  Capital expenditures generally are for expansions of production or terminal capacities, or for stripping costs.  Maintenance capital expenditures generally are for asset replacement and health, safety, and quality improvements.

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Net cash used in investing activities was $6.8 million for the three months ended March 31, 2017 compared to $13.2 million used for the three months ended March 31, 2016.  The $6.3 million variance was primarily the result of a decrease in capital expenditures.

Capital expenditures of $7.0 million in the three months ended March 31, 2017 were primarily focused on maintenance and the reopening of idled mines and processing facilities.  Capital expenditures were $13.7 million in the three months ended March 31, 2016 and were primarily associated with the expansion of the Company’s Wedron facility.  

Net Cash Used in Financing Activities

Financing activities consist primarily of borrowings and repayments under our Term Loans and Revolving Credit Facility.

Net cash used in financing activities was $2.5 million in the three months ended March 31, 2017 compared to $6.0 million used in the three months ended March 31, 2016 primarily as a result of scheduled payments on our Term Loans partially offset by proceeds from employee exercises of stock options.

Credit Facilities

As of March 31, 2017, there was $15.7 million available capacity remaining on the Revolving Credit Facility and $15.5 million committed to outstanding letters of credit.  As of March 31, 2017, we have not drawn on the Revolving Credit Facility.

As of March 31, 2017, the Term B-2 Loans, Extended Term B-1 Loans, and the Revolving Credit Facility had actual interest rates of 4.65%, 4.65%, and 4.3%, respectively.

We have a $10 million Industrial Revenue Bond outstanding related to the construction of a manufacturing facility in Wisconsin.  The bond bears interest, which is payable monthly, at a variable rate.  The rate was 0.96% at March 31, 2017.  The bond matures on September 1, 2027 and is collateralized by a letter of credit of $10 million.

As of the date of this Report, we believe that the amount available under the Revolving Credit Facility, cash generated from operations, and our cash and cash equivalents on hand will provide adequate liquidity to allow us to meet our cash obligations over the next twelve months.  

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are likely to have a current or future material effect on our financial condition, changes in financial condition, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

As of March 31, 2017, we have contractual obligations for long-term debt, capital leases, operating leases, purchase obligations, terminal operating costs, and other long-term liabilities.  Substantially all of the operating lease obligations are for railcars.    

In the three months ended March 31, 2017, there have been no material changes to our contractual obligations as reported in our 2016 Annual Report on Form 10-K.  

Environmental Matters

We are subject to various federal, state and local laws and regulations governing, among other things, hazardous materials, air and water emissions, environmental contamination and reclamation and the protection of the environment and natural resources.  We have made, and expect to make in the future, expenditures to comply with

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such laws and regulations, but cannot predict the full amount of such future expenditures.  We may also incur fines and penalties from time to time associated with noncompliance with such laws and regulations.  

There have been no significant changes to environmental liabilities or future reclamation costs since December 31, 2016.

We discuss certain environmental matters relating to our various production and other facilities, certain regulatory requirements relating to human exposure to crystalline silica and our mining activity and how such matters may affect our business in the future under “Regulation and Legislation” in our 2016 Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP.  The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported revenues and expenses during the reporting periods.  We evaluate these estimates and assumptions on an ongoing basis and base our estimates on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances.  The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies.  Our actual results may materially differ from these estimates.  These critical accounting policies and estimates should be read in conjunction with our consolidated financial statements as filed in our 2016 Annual Report on Form 10-K.

Among the critical accounting policies and estimates are estimates of the fair values of our reporting units used in determining whether the amount of recorded goodwill at our I&R segment reporting unit has been impaired.  The determination of the fair value of the reporting unit is based in part on management’s estimates of future cash flows from operations, multiples of future cash flows as determined by market participants, and discount rates used in evaluating the net present value of these cash flows.  The expected amount of and variations in future cash flows from operations is highly judgmental, and is based on part of estimates from management’s internal planning processes.  The multiples and present values used in these calculations are estimates based on data that is available from the public record, such as analyst reports.  

Similarly, these future cash flows from operations are used in determining whether other long-lived tangible and intangible assets have a fair value in excess of carrying value.  In the second quarter of 2016, we recorded an impairment for long-lived assets at several Proppant Solutions locations since the recoverability of these locations could not be assured.  The value of the supply agreement in the FTSI agreement is based on estimates of discounted future cash flows from sales under the agreement.  As of March 31, 2017, the fair value of the supply agreement exceeded its carrying value.  Should FTSI undergo financial difficulties or not comply with the terms of this agreement, the fair value of this supply agreement could decline such that an impairment in carrying value exists.  The carrying value of the SSP asset is based on its cost under ASC 805 and is amortized over its estimated 20-year estimated life.  As of March 31, 2017, the estimated fair value of the SSP asset exceeded its carrying value.  If the SSP technology is not successfully commercialized, the fair value of this intangible asset could decline below its cost such that an impairment in carrying value exists.

If materially adverse business conditions in oil and gas markets were to reoccur, it is possible that additional assets, both tangible and intangible, could be subject to additional impairment losses in future periods.

There have been no changes in our accounting policies and estimates during the three months ended March 31, 2017.  

Recent Accounting Pronouncements

New accounting guidance that has been recently issued but not yet adopted by us, is included in Note 1 to our unaudited condensed consolidated financial statements included in this Report.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Swaps

Due to our variable-rate indebtedness, we are exposed to fluctuations in interest rates.  We use interest rate swaps to manage this exposure.  These derivative instruments are recorded on the balance sheet at their fair values.  Changes in the fair value of derivatives are recorded each period in current earnings or in other comprehensive income, depending on whether a derivative is designated as part of a hedging relationship and, if it is, depending on the type of hedging relationship.  For cash flow hedges in which we are hedging the variability of cash flows related to a variable-rate liability, the effective portion of the gain or loss on the derivative instrument is reported in other comprehensive income in the periods during which earnings are impacted by the variability of the cash flows of the hedged item.  The ineffective portion of all hedges is recognized in current period earnings.

We do not use derivative financial instruments for trading or speculative purposes.  By their nature, all such instruments involve risk, including the possibility that a loss may occur from the failure of another party to perform according to the terms of a contract (credit risk) or the possibility that future changes in market price may make a financial instrument less valuable or more onerous (market risk).  As is customary for these types of instruments, we do not require collateral or other security from other parties to these instruments.  In management’s opinion, there is no significant risk of loss in the event of nonperformance of the counterparties to these financial instruments.

We formally designate and document instruments at inception that qualify for hedge accounting of underlying exposures in accordance with GAAP.  We assess, both at inception and for each reporting period, whether the financial instruments used in hedging transactions are effective in offsetting changes in cash flows of the related underlying exposure.

As of March 31, 2017, the fair value of the interest rate swaps was a liability of $12.6 million.

A hypothetical increase or decrease in interest rates by 1.0% would have had an approximate $0.9 million impact on our interest expense in the three months ended March 31, 2017.

Market Risk

We are exposed to various market risks, including changes in interest rates.  Market risk related to interest rates is the potential loss arising from adverse changes in interest rates.  We do not believe that inflation has a material impact on our financial position or results of operations during periods covered by the financial statements included in this Report.

Credit Risk

We are subject to risks of loss resulting from nonpayment or nonperformance by our customers.  For the three months ended March 31, 2017, our top three customers, Halliburton, FTSI, and Cudd Energy Services, accounted for 47% of our sales.  Approximately 29% of our accounts receivable balance at March 31, 2017 was outstanding from one customer.  We examine the creditworthiness of third-party customers to whom we extend credit and manage our exposure to credit risk through credit analysis, credit approval, credit limits and monitoring procedures, and for certain transactions, we may request letters of credit, prepayments or guarantees, although collateral is generally not required.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure of Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended).  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2017.  

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Changes in Internal Control Over Financial Reporting  

There have been no changes in internal control over financial reporting for the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We and/or our predecessors have been named as a defendant, usually among many defendants, in numerous products 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, 2017, we were subject to approximately four active silica exposure cases.  In accordance with our insurance obligations, these claims are being defended by our subsidiaries’ insurance carriers, subject to our payment of approximately 7% of the costs associated with these claims, subject to this cost sharing, we believe that our level of existing and available insurance coverage combined with various open third party indemnities is sufficient to cover any additional exposure to silicosis-related expenses.  Should our insurance coverage or indemnities prove to be insufficient or unavailable, it could have an adverse effect on our business, reputation, financial condition, cash flows and prospects.

ITEM 1A. RISK FACTORS

In addition to other information set forth in this Report, you should carefully consider the risk factors discussed under the caption “Risk Factors” in our other filings with the SEC, including our 2016 Annual Report on Form 10-K filed with the SEC on March 9, 2017.  There have been no material changes to the risk factors previously reported.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

The Fairmount Santrol Safety & Health Management System (SHMS) establishes the system for promoting a safety culture that encourages incident prevention and continually strives to improve its safety and health performance.

The SHMS includes as its domain all established safety and health specific programs and initiatives for the Company’s compliance with all local, state and federal legislation, standards, and regulations and SHMS Policy as they apply to a safe and healthy employee, stakeholder and work environment.

The SHMS has the ultimate goal of the identification, elimination or control of all risks to personnel, stakeholders, and facilities, that can be controlled and directly managed, and those it does not control or directly manage, but can expect to have an influence upon.

The operation of our U.S. based mines is subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).  MSHA inspects our mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act.  Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the numbers of citations and orders charged against mining operations.  The dollar penalties assessed for citations issued has also increased in recent years.

Fairmount Santrol is required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, and that required information is included in Exhibit 95.1 and is incorporated by reference into this Report.

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ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The Exhibits to this Report are listed in the Exhibit Index.

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Fairmount Santrol Holdings Inc. (Registrant)

 

 

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FAIRMOUNT SANTROL HOLDINGS INC.

EXHIBIT INDEX

 

The following Exhibits are filed with this Quarterly Report on Form 10-Q or are incorporated by reference to a prior filing in accordance with Rule 12b-32 under the Securities and Exchange Act of 1934.  All Exhibits not so designated are incorporated by reference to a prior filing as indicated.  

(x)  Filed herewith

(*)  Management contract or compensatory plan or arrangement

 

 

 

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