|
|
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
26-3718801
|
(State or other jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
|
SLCA
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
þ
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
Page
|
PART I
|
Financial Information (Unaudited):
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
PART II
|
Other Information:
|
|
|
||
|
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
144,701
|
|
|
$
|
185,740
|
|
Accounts receivable, net
|
232,855
|
|
|
182,238
|
|
||
Inventories, net
|
119,084
|
|
|
124,432
|
|
||
Prepaid expenses and other current assets
|
17,926
|
|
|
16,155
|
|
||
Income tax deposits
|
—
|
|
|
475
|
|
||
Total current assets
|
514,566
|
|
|
509,040
|
|
||
Property, plant and mine development, net
|
1,487,221
|
|
|
1,517,587
|
|
||
Operating lease right-of-use assets
|
48,847
|
|
|
53,098
|
|
||
Goodwill
|
185,649
|
|
|
273,524
|
|
||
Intangible assets, net
|
181,597
|
|
|
183,815
|
|
||
Other assets
|
15,244
|
|
|
16,170
|
|
||
Total assets
|
$
|
2,433,124
|
|
|
$
|
2,553,234
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
196,959
|
|
|
$
|
248,237
|
|
Current portion of operating lease liabilities
|
50,402
|
|
|
53,587
|
|
||
Current portion of long-term debt
|
40,233
|
|
|
18,463
|
|
||
Current portion of deferred revenue
|
9,799
|
|
|
15,111
|
|
||
Total current liabilities
|
297,393
|
|
|
335,398
|
|
||
Long-term debt, net
|
1,212,264
|
|
|
1,213,985
|
|
||
Deferred revenue
|
38,310
|
|
|
35,523
|
|
||
Liability for pension and other post-retirement benefits
|
65,475
|
|
|
58,453
|
|
||
Deferred income taxes, net
|
33,940
|
|
|
38,585
|
|
||
Operating lease liabilities
|
108,741
|
|
|
117,964
|
|
||
Other long-term liabilities
|
37,407
|
|
|
36,746
|
|
||
Total liabilities
|
1,793,530
|
|
|
1,836,654
|
|
||
Commitments and Contingencies (Note O)
|
|
|
|
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized; zero issued and outstanding at March 31, 2020 and December 31, 2019
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 500,000,000 shares authorized; 82,835,684 issued and 73,757,495 outstanding at March 31, 2020; 82,601,926 issued and 73,601,950 outstanding at December 31, 2019
|
824
|
|
|
823
|
|
||
Additional paid-in capital
|
1,187,962
|
|
|
1,185,116
|
|
||
Retained deficit
|
(353,862
|
)
|
|
(279,956
|
)
|
||
Treasury stock, at cost, 9,078,189 and 8,999,976 shares at March 31, 2020 and December 31, 2019, respectively
|
(181,369
|
)
|
|
(180,912
|
)
|
||
Accumulated other comprehensive loss
|
(25,060
|
)
|
|
(19,854
|
)
|
||
Total U.S. Silica Holdings, Inc. stockholders’ equity
|
628,495
|
|
|
705,217
|
|
||
Non-controlling interest
|
11,099
|
|
|
11,363
|
|
||
Total stockholders' equity
|
639,594
|
|
|
716,580
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,433,124
|
|
|
$
|
2,553,234
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Sales:
|
|
|
|
||||
Product
|
$
|
222,161
|
|
|
$
|
296,860
|
|
Service
|
47,438
|
|
|
81,890
|
|
||
Total sales
|
269,599
|
|
|
378,750
|
|
||
Cost of sales (excluding depreciation, depletion and amortization):
|
|
|
|
||||
Product
|
165,496
|
|
|
234,916
|
|
||
Service
|
35,821
|
|
|
62,622
|
|
||
Total cost of sales (excluding depreciation, depletion and amortization)
|
201,317
|
|
|
297,538
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
30,052
|
|
|
34,656
|
|
||
Depreciation, depletion and amortization
|
38,449
|
|
|
44,600
|
|
||
Goodwill and other asset impairments
|
103,866
|
|
|
—
|
|
||
Total operating expenses
|
172,367
|
|
|
79,256
|
|
||
Operating (loss) income
|
(104,085
|
)
|
|
1,956
|
|
||
Other (expense) income:
|
|
|
|
||||
Interest expense
|
(22,277
|
)
|
|
(23,978
|
)
|
||
Other income, net, including interest income
|
17,671
|
|
|
722
|
|
||
Total other expense
|
(4,606
|
)
|
|
(23,256
|
)
|
||
Loss before income taxes
|
(108,691
|
)
|
|
(21,300
|
)
|
||
Income tax benefit
|
36,086
|
|
|
1,972
|
|
||
Net loss
|
$
|
(72,605
|
)
|
|
$
|
(19,328
|
)
|
Less: Net loss attributable to non-controlling interest
|
(260
|
)
|
|
(4
|
)
|
||
Net loss attributable to U.S. Silica Holdings, Inc.
|
$
|
(72,345
|
)
|
|
$
|
(19,324
|
)
|
Loss per share attributable to U.S. Silica Holdings, Inc.:
|
|
|
|
||||
Basic
|
$
|
(0.98
|
)
|
|
$
|
(0.26
|
)
|
Diluted
|
$
|
(0.98
|
)
|
|
$
|
(0.26
|
)
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
73,467
|
|
|
73,040
|
|
||
Diluted
|
73,467
|
|
|
73,040
|
|
||
Dividends declared per share
|
$
|
0.02
|
|
|
$
|
0.06
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net loss
|
$
|
(72,605
|
)
|
|
$
|
(19,328
|
)
|
Other comprehensive loss:
|
|
|
|
||||
Unrealized gain (loss) on derivatives (net of tax of $67 and ($299) for the three months ended March 31, 2020 and 2019, respectively)
|
211
|
|
|
(940
|
)
|
||
Foreign currency translation adjustment (net of tax of $(92) and $(60) for the three months ended March 31, 2020 and 2019, respectively)
|
(289
|
)
|
|
(199
|
)
|
||
Pension and other post-retirement benefits liability adjustment (net of tax of $(1,634) and $55 for the three months ended March 31, 2020 and 2019, respectively)
|
(5,128
|
)
|
|
174
|
|
||
|
$
|
(77,811
|
)
|
|
$
|
(20,293
|
)
|
Less: Comprehensive loss attributable to non-controlling interest
|
(260
|
)
|
|
(4
|
)
|
||
Comprehensive loss attributable to U.S. Silica Holdings, Inc.
|
$
|
(77,551
|
)
|
|
$
|
(20,289
|
)
|
|
Common
Stock |
Treasury
Stock |
Additional
Paid-In Capital |
Retained
Deficit |
Accumulated
Other Comprehensive Loss |
Total U.S. Silica Holdings Inc., Stockholders’
Equity |
Non-controlling Interest
|
Total
Stockholders’ Equity |
||||||||||||||||
Balance at December 31, 2019
|
$
|
823
|
|
$
|
(180,912
|
)
|
$
|
1,185,116
|
|
$
|
(279,956
|
)
|
$
|
(19,854
|
)
|
$
|
705,217
|
|
$
|
11,363
|
|
$
|
716,580
|
|
Net loss
|
—
|
|
—
|
|
—
|
|
(72,345
|
)
|
—
|
|
(72,345
|
)
|
(260
|
)
|
(72,605
|
)
|
||||||||
Unrealized gain on derivatives
|
—
|
|
—
|
|
—
|
|
—
|
|
211
|
|
211
|
|
—
|
|
211
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
(289
|
)
|
(289
|
)
|
—
|
|
(289
|
)
|
||||||||
Pension and post-retirement liability
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,128
|
)
|
(5,128
|
)
|
—
|
|
(5,128
|
)
|
||||||||
Cash dividend declared ($0.02 per share)
|
—
|
|
—
|
|
—
|
|
(1,561
|
)
|
—
|
|
(1,561
|
)
|
—
|
|
(1,561
|
)
|
||||||||
Distributions to non-controlling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
(4
|
)
|
||||||||
Common stock-based compensation plans activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity-based compensation
|
—
|
|
—
|
|
2,847
|
|
—
|
|
—
|
|
2,847
|
|
—
|
|
2,847
|
|
||||||||
Tax payments related to shares withheld for vested restricted stock and stock units
|
1
|
|
(457
|
)
|
(1
|
)
|
—
|
|
—
|
|
(457
|
)
|
—
|
|
(457
|
)
|
||||||||
Balance at March 31, 2020
|
$
|
824
|
|
$
|
(181,369
|
)
|
$
|
1,187,962
|
|
$
|
(353,862
|
)
|
$
|
(25,060
|
)
|
$
|
628,495
|
|
$
|
11,099
|
|
$
|
639,594
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at December 31, 2018
|
$
|
818
|
|
$
|
(178,215
|
)
|
$
|
1,169,383
|
|
$
|
67,854
|
|
$
|
(15,020
|
)
|
$
|
1,044,820
|
|
$
|
7,484
|
|
$
|
1,052,304
|
|
Net loss
|
—
|
|
—
|
|
—
|
|
(19,324
|
)
|
—
|
|
(19,324
|
)
|
(4
|
)
|
(19,328
|
)
|
||||||||
Unrealized loss on derivatives
|
—
|
|
—
|
|
—
|
|
—
|
|
(940
|
)
|
(940
|
)
|
—
|
|
(940
|
)
|
||||||||
Foreign currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
(199
|
)
|
(199
|
)
|
—
|
|
(199
|
)
|
||||||||
Pension and post-retirement liability
|
—
|
|
—
|
|
—
|
|
—
|
|
174
|
|
174
|
|
—
|
|
174
|
|
||||||||
Cash dividend declared ($0.0625 per share)
|
—
|
|
—
|
|
—
|
|
(4,610
|
)
|
—
|
|
(4,610
|
)
|
—
|
|
(4,610
|
)
|
||||||||
Contributions from non-controlling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,729
|
|
4,729
|
|
||||||||
Common stock-based compensation plans activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity-based compensation
|
—
|
|
—
|
|
4,045
|
|
—
|
|
—
|
|
4,045
|
|
—
|
|
4,045
|
|
||||||||
Proceeds from options exercised
|
—
|
|
295
|
|
(167
|
)
|
—
|
|
—
|
|
128
|
|
—
|
|
128
|
|
||||||||
Tax payments related to shares withheld for vested restricted stock and stock units
|
2
|
|
(2,205
|
)
|
(2
|
)
|
—
|
|
—
|
|
(2,205
|
)
|
—
|
|
(2,205
|
)
|
||||||||
Balance at March 31, 2019
|
$
|
820
|
|
$
|
(180,125
|
)
|
$
|
1,173,259
|
|
$
|
43,920
|
|
$
|
(15,985
|
)
|
$
|
1,021,889
|
|
$
|
12,209
|
|
$
|
1,034,098
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(72,605
|
)
|
|
$
|
(19,328
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
38,449
|
|
|
44,600
|
|
||
Goodwill and other asset impairments
|
103,866
|
|
|
—
|
|
||
Debt issuance amortization
|
860
|
|
|
1,322
|
|
||
Original issue discount amortization
|
690
|
|
|
265
|
|
||
Deferred income taxes
|
(36,979
|
)
|
|
(2,553
|
)
|
||
Deferred revenue
|
(2,525
|
)
|
|
(7,576
|
)
|
||
(Gain) loss on disposal of property, plant and equipment
|
(419
|
)
|
|
113
|
|
||
Equity-based compensation
|
2,847
|
|
|
4,045
|
|
||
Provision for credit losses, net of recoveries
|
902
|
|
|
721
|
|
||
Other
|
(16,792
|
)
|
|
(3,872
|
)
|
||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(13,471
|
)
|
|
(43,583
|
)
|
||
Inventories
|
2,917
|
|
|
18,938
|
|
||
Prepaid expenses and other current assets
|
(4,820
|
)
|
|
3,151
|
|
||
Income taxes
|
578
|
|
|
812
|
|
||
Accounts payable and accrued expenses
|
(40,455
|
)
|
|
12,970
|
|
||
Liability for pension and other post-retirement benefits
|
6,751
|
|
|
924
|
|
||
Other noncurrent assets and liabilities
|
(10,597
|
)
|
|
(48
|
)
|
||
Net cash (used in) provided by operating activities
|
(40,803
|
)
|
|
10,901
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(16,116
|
)
|
|
(44,376
|
)
|
||
Capitalized intellectual property costs
|
(494
|
)
|
|
(1,307
|
)
|
||
Proceeds from sale of property, plant and equipment
|
224
|
|
|
—
|
|
||
Net cash used in investing activities
|
(16,386
|
)
|
|
(45,683
|
)
|
||
Financing activities:
|
|
|
|
||||
Dividends paid
|
(4,604
|
)
|
|
(4,690
|
)
|
||
Proceeds from options exercised
|
—
|
|
|
128
|
|
||
Tax payments related to shares withheld for vested restricted stock and stock units
|
(457
|
)
|
|
(2,205
|
)
|
||
Proceeds from draw down of the Revolver
|
25,000
|
|
|
—
|
|
||
Payments on long-term debt
|
(3,782
|
)
|
|
(4,043
|
)
|
||
(Distributions to) contributions from non-controlling interest
|
(4
|
)
|
|
4,729
|
|
||
Principal payments on finance lease obligations
|
(3
|
)
|
|
(20
|
)
|
||
Net cash provided by (used in) financing activities
|
16,150
|
|
|
(6,101
|
)
|
||
Net decrease in cash and cash equivalents
|
(41,039
|
)
|
|
(40,883
|
)
|
||
Cash and cash equivalents, beginning of period
|
185,740
|
|
|
202,498
|
|
||
Cash and cash equivalents, end of period
|
$
|
144,701
|
|
|
$
|
161,615
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
20,677
|
|
|
$
|
21,557
|
|
Taxes, net of refunds
|
$
|
101
|
|
|
$
|
(472
|
)
|
Non-cash items:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
20,111
|
|
|
$
|
39,239
|
|
Net assets assumed in business acquisition
|
$
|
10,955
|
|
|
$
|
—
|
|
In thousands, except per share amounts
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Numerator:
|
|
|
|
|
||||
Net loss attributable to U.S. Silica Holdings, Inc.
|
|
$
|
(72,345
|
)
|
|
$
|
(19,324
|
)
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
||||
Weighted average shares outstanding
|
|
73,467
|
|
|
73,040
|
|
||
Diluted effect of stock awards
|
|
—
|
|
|
—
|
|
||
Weighted average shares outstanding assuming dilution
|
|
73,467
|
|
|
73,040
|
|
||
|
|
|
|
|
||||
Loss per share attributable to U.S. Silica Holdings, Inc.:
|
|
|
|
|
||||
Basic loss per share
|
|
$
|
(0.98
|
)
|
|
$
|
(0.26
|
)
|
Diluted loss per share
|
|
$
|
(0.98
|
)
|
|
$
|
(0.26
|
)
|
In thousands
|
|
Three Months Ended
March 31, |
||||
|
|
2020
|
|
2019
|
||
Stock options excluded
|
|
827
|
|
|
736
|
|
Restricted stock and performance share units awards excluded
|
|
2,391
|
|
|
353
|
|
Dividends per Common Share
|
|
Declaration Date
|
|
Record Date
|
|
Payable Date
|
||
$
|
0.02
|
|
|
February 10, 2020
|
|
March 13, 2020
|
|
April 3, 2020
|
|
For the Three Months Ended March 31, 2020
|
||||||||||||||
|
Unrealized gain on cash flow hedges
|
|
Foreign currency translation adjustments
|
|
Pension and other post-retirement benefits liability
|
|
Total
|
||||||||
Beginning Balance
|
$
|
(3,053
|
)
|
|
$
|
(808
|
)
|
|
$
|
(15,993
|
)
|
|
$
|
(19,854
|
)
|
Other comprehensive loss before reclassifications
|
211
|
|
|
(289
|
)
|
|
(5,823
|
)
|
|
(5,901
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
695
|
|
|
695
|
|
||||
Ending Balance
|
$
|
(2,842
|
)
|
|
$
|
(1,097
|
)
|
|
$
|
(21,121
|
)
|
|
$
|
(25,060
|
)
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Trade receivables
|
$
|
193,372
|
|
|
$
|
178,182
|
|
Less: Allowance for credit losses
|
(9,599
|
)
|
|
(8,984
|
)
|
||
Net trade receivables
|
183,773
|
|
|
169,198
|
|
||
Other receivables(1)
|
49,082
|
|
|
13,040
|
|
||
Total accounts receivable
|
$
|
232,855
|
|
|
$
|
182,238
|
|
(1
|
)
|
At March 31, 2020, other receivables included $16.1 million of refundable alternative minimum tax credits and $28 million of refunds attributable to the CARES Act provision for net operating loss ("NOL") carrybacks from 2014-2019. At December 31, 2019, other receivables included $8.1 million of refundable alternative minimum tax credits.
|
|
Oil & Gas Proppants
|
|
Industrial & Specialty Products
|
|
Total
|
||||||
Beginning balance, December 31, 2019
|
$
|
7,640
|
|
|
$
|
1,344
|
|
|
$
|
8,984
|
|
Provision for credit losses
|
840
|
|
|
62
|
|
|
902
|
|
|||
Write-offs
|
—
|
|
|
(287
|
)
|
|
(287
|
)
|
|||
Ending balance, March 31, 2020
|
$
|
8,480
|
|
|
$
|
1,119
|
|
|
$
|
9,599
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Supplies
|
$
|
48,300
|
|
|
$
|
47,277
|
|
Raw materials and work in process
|
36,519
|
|
|
41,167
|
|
||
Finished goods
|
34,265
|
|
|
35,988
|
|
||
Total inventories
|
$
|
119,084
|
|
|
$
|
124,432
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Mining property and mine development
|
$
|
788,574
|
|
|
$
|
794,899
|
|
Asset retirement cost
|
18,011
|
|
|
18,260
|
|
||
Land
|
57,494
|
|
|
57,082
|
|
||
Land improvements
|
74,027
|
|
|
73,203
|
|
||
Buildings
|
69,373
|
|
|
69,112
|
|
||
Machinery and equipment
|
1,177,350
|
|
|
1,152,898
|
|
||
Furniture and fixtures
|
4,071
|
|
|
4,068
|
|
||
Construction-in-progress
|
42,330
|
|
|
54,675
|
|
||
|
2,231,230
|
|
|
2,224,197
|
|
||
Accumulated depletion, depreciation, amortization and impairment charges
|
(744,009
|
)
|
|
(706,610
|
)
|
||
Total property, plant and mine development, net
|
$
|
1,487,221
|
|
|
$
|
1,517,587
|
|
|
Oil & Gas Proppants Segment
|
|
Industrial & Specialty Products Segment
|
|
Totals
|
||||||
Balance at December, 2019
|
$
|
86,100
|
|
|
$
|
187,424
|
|
|
$
|
273,524
|
|
Impairment loss
|
(86,100
|
)
|
|
—
|
|
|
(86,100
|
)
|
|||
EPM acquisition adjustment(1)
|
—
|
|
|
(1,775
|
)
|
|
(1,775
|
)
|
|||
Balance at March 31, 2020
|
$
|
—
|
|
|
$
|
185,649
|
|
|
$
|
185,649
|
|
|
March 31, 2020
|
December 31, 2019
|
||||||||||||||||||||||
|
Gross Carrying Amount
|
Accumulated Amortization
|
Impairments
|
Net
|
Gross Carrying Amount
|
Accumulated Amortization
|
Impairments
|
Net
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Technology and intellectual property
|
$
|
86,676
|
|
$
|
(18,591
|
)
|
$
|
—
|
|
$
|
68,085
|
|
$
|
86,183
|
|
$
|
(17,080
|
)
|
$
|
—
|
|
$
|
69,103
|
|
Customer relationships
|
66,999
|
|
(19,577
|
)
|
—
|
|
47,422
|
|
68,599
|
|
(18,737
|
)
|
(1,240
|
)
|
48,622
|
|
||||||||
Total definite-lived intangible assets:
|
$
|
153,675
|
|
$
|
(38,168
|
)
|
$
|
—
|
|
$
|
115,507
|
|
$
|
154,782
|
|
$
|
(35,817
|
)
|
$
|
(1,240
|
)
|
$
|
117,725
|
|
Trade names
|
65,390
|
|
—
|
|
—
|
|
65,390
|
|
65,390
|
|
—
|
|
—
|
|
65,390
|
|
||||||||
Other
|
700
|
|
—
|
|
—
|
|
700
|
|
700
|
|
—
|
|
—
|
|
700
|
|
||||||||
Total intangible assets:
|
$
|
219,765
|
|
$
|
(38,168
|
)
|
$
|
—
|
|
$
|
181,597
|
|
$
|
220,872
|
|
$
|
(35,817
|
)
|
$
|
(1,240
|
)
|
$
|
183,815
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Senior secured credit facility:
|
|
|
|
||||
Revolver expiring May 1, 2023 (6.25% at March 31, 2020 and 7.75% at December 31, 2019)
|
$
|
25,000
|
|
|
$
|
—
|
|
Term Loan—final maturity May 1, 2025 (5.0% at March 31, 2020 and 5.81% at December 31, 2019)
|
1,244,400
|
|
|
1,247,600
|
|
||
Less: Unamortized original issue discount
|
(5,152
|
)
|
|
(5,412
|
)
|
||
Less: Unamortized debt issuance cost
|
(24,100
|
)
|
|
(25,390
|
)
|
||
Note payable secured by royalty interest
|
10,259
|
|
|
10,438
|
|
||
Insurance financing notes payable
|
1,998
|
|
|
5,055
|
|
||
Equipment notes payable
|
54
|
|
|
87
|
|
||
Finance leases
|
38
|
|
|
70
|
|
||
Total debt
|
1,252,497
|
|
|
1,232,448
|
|
||
Less: current portion
|
(40,233
|
)
|
|
(18,463
|
)
|
||
Total long-term portion of debt
|
$
|
1,212,264
|
|
|
$
|
1,213,985
|
|
2020 (remaining nine months)
|
$
|
9,600
|
|
2021
|
12,800
|
|
|
2022
|
12,800
|
|
|
2023
|
12,800
|
|
|
2024
|
12,800
|
|
|
Thereafter
|
1,183,600
|
|
|
Total
|
$
|
1,244,400
|
|
2020 (remaining nine months)
|
$
|
248
|
|
2021
|
380
|
|
|
2022
|
437
|
|
|
2023
|
502
|
|
|
2024
|
572
|
|
|
Thereafter
|
8,120
|
|
|
Total
|
$
|
10,259
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Beginning balance
|
$
|
25,825
|
|
|
$
|
18,413
|
|
Accretion
|
373
|
|
|
373
|
|
||
Additions and revisions of estimates
|
(890
|
)
|
|
—
|
|
||
Ending balance
|
$
|
25,308
|
|
|
$
|
18,786
|
|
|
March 31, 2020
|
|
|
December 31, 2019
|
||||||||||||||||||||||||
|
Maturity
Date |
|
Contract/Notional
Amount |
|
Carrying
Amount |
|
Fair
Value |
|
|
Maturity Date
|
|
Contract/Notional
Amount |
|
Carrying
Amount |
|
Fair
Value |
||||||||||||
LIBOR(1) interest rate swap agreement
|
2020
|
|
|
$440
|
million
|
|
$
|
(2,576
|
)
|
|
$
|
(2,576
|
)
|
|
|
2020
|
|
|
$440
|
million
|
|
$
|
(2,768
|
)
|
|
$
|
(2,768
|
)
|
LIBOR(1) interest rate swap agreement
|
2020
|
|
|
$200
|
million
|
|
$
|
(1,172
|
)
|
|
$
|
(1,172
|
)
|
|
|
2020
|
|
|
$200
|
million
|
|
$
|
(1,259
|
)
|
|
$
|
(1,259
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Deferred losses from derivatives in OCI, beginning of period
|
$
|
(3,053
|
)
|
|
$
|
(1,621
|
)
|
Gain (loss) recognized in OCI from derivative instruments
|
211
|
|
|
(940
|
)
|
||
Deferred losses from derivatives in OCI, end of period
|
$
|
(2,842
|
)
|
|
$
|
(2,561
|
)
|
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Aggregate Intrinsic Value
|
|
Weighted
Average Remaining Contractual Term in Years |
|||||
Outstanding at December 31, 2019
|
826,658
|
|
|
$
|
28.97
|
|
|
$
|
11,557
|
|
|
4.1 years
|
Granted
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Expired
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Outstanding at March 31, 2020
|
826,658
|
|
|
$
|
28.97
|
|
|
$
|
—
|
|
|
3.9 years
|
Exercisable at March 31, 2020
|
826,658
|
|
|
$
|
28.97
|
|
|
$
|
—
|
|
|
3.9 years
|
|
Number of Shares
|
|
Grant Date Weighted
Average Fair Value
|
|||
Unvested, December 31, 2019
|
1,020,248
|
|
|
$
|
15.86
|
|
Granted
|
900,852
|
|
|
$
|
5.56
|
|
Vested
|
(245,004
|
)
|
|
$
|
13.96
|
|
Forfeited
|
(96,467
|
)
|
|
$
|
14.61
|
|
Unvested, March 31, 2020
|
1,579,629
|
|
|
$
|
10.35
|
|
|
Number of Shares
|
|
Grant Date Weighted
Average Fair Value |
|||
Unvested, December 31, 2019
|
838,722
|
|
|
$
|
18.00
|
|
Granted
|
1,020,161
|
|
|
$
|
9.94
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited/Cancelled
|
(121,083
|
)
|
|
$
|
37.12
|
|
Unvested, March 31, 2020
|
1,737,800
|
|
|
$
|
13.90
|
|
Year ending December 31,
|
Minimum Purchase Commitments
|
||
2020 (remaining nine months)
|
$
|
10,327
|
|
2021
|
9,527
|
|
|
2022
|
7,075
|
|
|
2023
|
7,075
|
|
|
2024
|
3,767
|
|
|
Thereafter
|
2,490
|
|
|
Total future purchase commitments
|
$
|
40,261
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Service cost
|
$
|
653
|
|
|
$
|
586
|
|
Interest cost
|
989
|
|
|
2,584
|
|
||
Expected return on plan assets
|
(1,421
|
)
|
|
(3,184
|
)
|
||
Net amortization and deferral
|
894
|
|
|
624
|
|
||
Net pension benefit costs
|
$
|
1,115
|
|
|
$
|
610
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Service cost
|
$
|
25
|
|
|
$
|
24
|
|
Interest cost
|
129
|
|
|
196
|
|
||
Net post-retirement benefit costs
|
$
|
154
|
|
|
$
|
220
|
|
Leases
|
Classification
|
|
March 31,
2020 |
December 31, 2019
|
||||
Assets
|
|
|
|
|
||||
Operating
|
Operating lease right-of-use assets
|
|
$
|
48,847
|
|
$
|
53,098
|
|
Total leased right-of-use assets
|
|
|
$
|
48,847
|
|
$
|
53,098
|
|
Liabilities
|
|
|
|
|
||||
Current
|
|
|
|
|
||||
Operating
|
Current portion of operating lease liabilities
|
|
$
|
50,402
|
|
$
|
53,587
|
|
Non-current
|
|
|
|
|
||||
Operating
|
Operating lease liabilities
|
|
108,741
|
|
117,964
|
|
||
Total lease liabilities
|
|
|
$
|
159,143
|
|
$
|
171,551
|
|
|
|
|
|
|
||||
Lease Term and Discount Rate
|
|
|
|
|
||||
Weighted average remaining lease term:
|
|
|
|
|||||
Operating leases
|
|
|
4.4 years
|
4.5 years
|
||||
|
|
|
|
|
||||
Weighted average discount rate:
|
|
|
|
|
||||
Operating leases
|
|
|
5.7%
|
5.7%
|
Lease Costs
|
|
Classification
|
|
Three Months Ended
March 31, 2020 |
|
Three Months Ended
March 31, 2019 |
||||
Operating lease costs(1)
|
|
Cost of sales
|
|
$
|
9,617
|
|
|
$
|
25,115
|
|
Operating lease costs(2)
|
|
Selling, general and administrative
|
|
542
|
|
|
1,169
|
|
||
|
|
|
|
$
|
10,159
|
|
|
$
|
26,284
|
|
(1) Includes short-term operating lease costs of $2.8 million and $6.6 million for the three months ended March 31, 2020 and 2019, respectively.
|
||
(2) Includes short-term operating lease costs of $0.1 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively.
|
|
|
Three Months Ended
March 31, 2020 |
Three Months Ended
March 31, 2019 |
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows for operating leases
|
|
$
|
17,365
|
|
$
|
2,584
|
|
|
|
|
|
||||
Right-of-use assets obtained in exchange for new lease liabilities:
|
|
|
|
||||
Operating leases
|
|
$
|
3,872
|
|
$
|
223,027
|
|
Maturities of lease liabilities
|
Operating leases
|
||
2020 (remaining nine months)
|
$
|
46,362
|
|
2021
|
45,227
|
|
|
2022
|
34,067
|
|
|
2023
|
22,411
|
|
|
2024
|
16,268
|
|
|
Thereafter
|
22,284
|
|
|
Total lease payments
|
$
|
186,619
|
|
Less: Interest
|
27,476
|
|
|
Total
|
$
|
159,143
|
|
|
|
Three Months Ended
March 31, 2020 |
|
Three Months Ended
March 31, 2019 |
||||||||||||||||||||
Category
|
|
Oil & Gas Proppants
|
|
Industrial & Specialty Products
|
|
Total Sales
|
|
Oil & Gas Proppants
|
|
Industrial & Specialty Products
|
|
Total Sales
|
||||||||||||
Product
|
|
$
|
108,277
|
|
|
$
|
113,884
|
|
|
$
|
222,161
|
|
|
$
|
178,587
|
|
|
$
|
118,273
|
|
|
$
|
296,860
|
|
Service
|
|
47,438
|
|
|
—
|
|
|
47,438
|
|
|
81,890
|
|
|
—
|
|
|
81,890
|
|
||||||
Total Sales
|
|
$
|
155,715
|
|
|
$
|
113,884
|
|
|
$
|
269,599
|
|
|
$
|
260,477
|
|
|
$
|
118,273
|
|
|
$
|
378,750
|
|
|
|
Unbilled Receivables
|
|||||
|
|
March 31, 2020
|
March 31, 2019
|
||||
Beginning Balance
|
|
$
|
144
|
|
$
|
90
|
|
Reclassifications to billed receivables
|
|
(144
|
)
|
(90
|
)
|
||
Revenues recognized in excess of period billings
|
|
108
|
|
1,641
|
|
||
Ending Balance
|
|
$
|
108
|
|
$
|
1,641
|
|
|
|
Deferred Revenue
|
|||||
|
|
March 31, 2020
|
March 31, 2019
|
||||
Beginning Balance
|
|
$
|
50,634
|
|
$
|
113,319
|
|
Revenues recognized from balances held at the beginning of the period
|
|
(2,525
|
)
|
(6,704
|
)
|
||
Revenues deferred from period collections on unfulfilled performance obligations
|
|
—
|
|
10,025
|
|
||
Revenues recognized from period collections
|
|
—
|
|
(872
|
)
|
||
Ending Balance
|
|
$
|
48,109
|
|
$
|
115,768
|
|
|
|
March 31, 2020
|
March 31, 2019
|
||||
Total Sales
|
|
$
|
21,605
|
|
$
|
15,300
|
|
Pre-tax income
|
|
$
|
4,213
|
|
$
|
900
|
|
Net income
|
|
$
|
3,328
|
|
$
|
800
|
|
|
|
|
|
||||
Consolidated Assets
|
|
$
|
29,705
|
|
$
|
10,100
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Sales:
|
|
|
|
||||
Oil & Gas Proppants
|
$
|
155,715
|
|
|
$
|
260,477
|
|
Industrial & Specialty Products
|
113,884
|
|
|
118,273
|
|
||
Total sales
|
269,599
|
|
|
378,750
|
|
||
Segment contribution margin:
|
|
|
|
||||
Oil & Gas Proppants
|
32,891
|
|
|
58,588
|
|
||
Industrial & Specialty Products
|
43,348
|
|
|
44,561
|
|
||
Total segment contribution margin
|
76,239
|
|
|
103,149
|
|
||
Operating activities excluded from segment cost of sales
|
(7,957
|
)
|
|
(21,937
|
)
|
||
Selling, general and administrative
|
(30,052
|
)
|
|
(34,656
|
)
|
||
Depreciation, depletion and amortization
|
(38,449
|
)
|
|
(44,600
|
)
|
||
Goodwill and other asset impairments
|
(103,866
|
)
|
|
—
|
|
||
Interest expense
|
(22,277
|
)
|
|
(23,978
|
)
|
||
Other income, net, including interest income
|
17,671
|
|
|
722
|
|
||
Income tax benefit (expense)
|
36,086
|
|
|
1,972
|
|
||
Net loss
|
$
|
(72,605
|
)
|
|
$
|
(19,328
|
)
|
Less: Net loss attributable to non-controlling interest
|
(260
|
)
|
|
(4
|
)
|
||
Net loss attributable to U.S. Silica Holdings, Inc.
|
$
|
(72,345
|
)
|
|
$
|
(19,324
|
)
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Amounts in thousands, except per ton data
|
Three Months Ended
|
|
Percentage Change
|
|||||||
Oil & Gas Proppants
|
March 31,
2020 |
|
December 31, 2019
|
|
March 31, 2020 vs. December 31, 2019
|
|||||
Sales
|
$
|
155,715
|
|
|
$
|
234,273
|
|
|
(34
|
)%
|
Tons Sold
|
3,202
|
|
|
3,362
|
|
|
(5
|
)%
|
||
Average Selling Price per Ton
|
$
|
48.63
|
|
|
$
|
69.68
|
|
|
(30
|
)%
|
•
|
increasing our presence and product offering in specialty products end markets;
|
•
|
optimizing our product mix and further developing value-added capabilities to maximize margins;
|
•
|
effectively positioning our Oil & Gas Proppants facilities to optimally serve our customers;
|
•
|
optimizing our supply chain network and leveraging our logistics capabilities to meet our customers’ needs;
|
•
|
evaluating both Greenfield and Brownfield expansion opportunities and other acquisitions; and
|
•
|
maintaining financial strength and flexibility.
|
(amounts in thousands)
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net loss attributable to U.S. Silica Holdings, Inc.
|
$
|
(72,345
|
)
|
|
$
|
(19,324
|
)
|
Total interest expense, net of interest income
|
22,194
|
|
|
22,920
|
|
||
Provision for taxes
|
(36,086
|
)
|
|
(1,972
|
)
|
||
Total depreciation, depletion and amortization expenses
|
38,449
|
|
|
44,600
|
|
||
EBITDA
|
(47,788
|
)
|
|
46,224
|
|
||
Non-cash incentive compensation (1)
|
2,847
|
|
|
4,045
|
|
||
Post-employment expenses (excluding service costs) (2)
|
613
|
|
|
552
|
|
||
Merger and acquisition related expenses (3)
|
609
|
|
|
4,783
|
|
||
Plant capacity expansion expenses (4)
|
2,190
|
|
|
8,571
|
|
||
Contract termination expenses (5)
|
—
|
|
|
1,000
|
|
||
Goodwill and other asset impairments (6)
|
103,866
|
|
|
—
|
|
||
Business optimization projects (7)
|
19
|
|
|
6
|
|
||
Facility closure costs (8)
|
1,097
|
|
|
—
|
|
||
Other adjustments allowable under the Credit Agreement (9)
|
(15,207
|
)
|
|
3,638
|
|
||
Adjusted EBITDA
|
$
|
48,246
|
|
|
$
|
68,819
|
|
|
|
|
(1)
|
Reflects equity-based, non-cash compensation expense.
|
|
(2)
|
Includes net pension cost and net post-retirement cost relating to pension and other post-retirement benefit obligations during the applicable period, but in each case excluding the service cost relating to benefits earned during such period. Non-service net periodic benefit costs are not considered reflective of our operating performance because these costs do not exclusively originate from employee services during the applicable period and may experience periodic fluctuations as a result of changes in non-operating factors, including changes in discount rates, changes in expected returns on benefit plan assets, and other demographic actuarial assumptions. See Note P - Pension and Post-Retirement Benefits to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.
|
|
(3)
|
Merger and acquisition related expenses include legal fees, consulting fees, bank fees, severance costs, certain purchase accounting items such as the amortization of inventory fair value step-up, information technology integration costs and similar charges. While these costs are not operational in nature and are not expected to continue for any singular transaction on an ongoing basis, similar types of costs, expenses and charges have occurred in prior periods and may recur in the future as we continue to integrate prior acquisitions and pursue any future acquisitions.
|
|
(4)
|
Plant capacity expansion expenses include expenses that are not inventoriable or capitalizable as related to plant expansion projects greater than $5 million in capital expenditures or plant start up projects. While these expenses are not operational in nature and are not expected to continue for any singular project on an ongoing basis, similar types of expenses have occurred in prior periods and may recur in the future if we continue to pursue future plant capacity expansion.
|
|
(5)
|
Reflects contract termination expenses related to strategically exiting a service contract. While these expenses are not operational in nature and are not expected to continue for any singular event on an ongoing basis, similar types of expenses have occurred in prior periods and may recur in the future as we continue to strategically evaluate our contracts.
|
|
(6)
|
The three months ended March 31, 2020 reflect $103.9 million of asset impairments related to goodwill, long-lived assets, and inventory related to idled facilities in our Oil & Gas segment. See Note G - Inventories, Note H - Property, Plant and Mine Development, and Note I - Goodwill and Intangible Assets to our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.
|
|
(7)
|
Reflects costs incurred related to business optimization projects within our corporate center, which aim to measure and improve the efficiency, productivity and performance of our organization. While these costs are not operational in nature and are not expected to continue for any singular project on an ongoing basis, similar types of expenses may recur in the future.
|
|
(8)
|
Reflects costs incurred related to idled sand facilities and closed corporate offices, including severance costs and remaining contracted costs such as office lease costs, maintenance, and utilities. While these costs are not operational in nature and are not expected to continue for any singular event on an ongoing basis, similar types of expenses may recur in the future.
|
|
(9)
|
Reflects miscellaneous adjustments permitted under the Credit Agreement, such as recruiting fees and relocation costs. The three months ended March 31, 2020 also included $1.6 million in severance costs and $17.6 million related to the gain attributable to the bargain purchase of Arrows Up. See Note E - Business Combinations to our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information. The three months ended March 31, 2019 included $2.4 million related to facility closure costs and $2.2 million of loss contingencies reserve, partially offset by insurance proceeds of $2.2 million.
|
(All amounts in thousands, except calculated ratio)
|
|
March 31, 2020
|
||
|
|
|
||
Total debt
|
|
$
|
1,252,459
|
|
Finance leases
|
|
38
|
|
|
Total consolidated debt
|
|
$
|
1,252,497
|
|
|
|
|
||
Adjusted EBITDA-trailing twelve months
|
|
$
|
265,752
|
|
Pro forma Adjusted EBITDA including impact of acquisitions (1)
|
|
—
|
|
|
Other adjustments for covenant calculation (2)
|
|
253
|
|
|
Total Adjusted EBITDA-trailing twelve months for covenant calculation
|
|
$
|
266,005
|
|
|
|
|
||
Consolidated leverage ratio(3)
|
|
4.71
|
|
|
|
|
(1)
|
Covenant calculation allows for the Adjusted EBITDA-trailing twelve months to include the impact of acquisitions on a pro forma basis.
|
|
(2)
|
Covenant calculation excludes activity at legal entities above the operating company, which is mainly interest income offset by public company operating expenses.
|
|
(3)
|
Calculated by dividing total consolidated debt by total Adjusted EBITDA-trailing twelve months for covenant calculation.
|
(In thousands except per ton data)
|
Three Months Ended
March 31, |
|
Percent Change
|
|||||||
|
2020
|
|
2019
|
|
'20 vs.'19
|
|||||
Sales:
|
|
|
|
|
|
|||||
Oil & Gas Proppants
|
$
|
155,715
|
|
|
$
|
260,477
|
|
|
(40
|
)%
|
Industrial & Specialty Products
|
113,884
|
|
|
118,273
|
|
|
(4
|
)%
|
||
Total sales
|
$
|
269,599
|
|
|
$
|
378,750
|
|
|
(29
|
)%
|
Tons:
|
|
|
|
|
|
|||||
Oil & Gas Proppants
|
3,202
|
|
|
3,864
|
|
|
(17
|
)%
|
||
Industrial & Specialty Products
|
959
|
|
|
966
|
|
|
(1
|
)%
|
||
Total Tons
|
4,161
|
|
|
4,830
|
|
|
(14
|
)%
|
||
Average Selling Price per Ton:
|
|
|
|
|
|
|||||
Oil & Gas Proppants
|
$
|
48.63
|
|
|
$
|
67.41
|
|
|
(28
|
)%
|
Industrial & Specialty Products
|
118.75
|
|
|
122.44
|
|
|
(3
|
)%
|
||
Overall Average Selling Price per Ton
|
$
|
64.79
|
|
|
$
|
78.42
|
|
|
(17
|
)%
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(40,803
|
)
|
|
$
|
10,901
|
|
Investing activities
|
(16,386
|
)
|
|
(45,683
|
)
|
||
Financing activities
|
16,150
|
|
|
(6,101
|
)
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
Total Number of Shares Withheld or Forfeited
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program(1)
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program(1)
|
|||||
January 1, 2020 - January 31, 2020
|
27,203
|
|
(2)
|
$
|
5.75
|
|
|
—
|
|
|
126,540,060
|
|
February 1, 2020 - February 29, 2020
|
69,046
|
|
(2)
|
$
|
5.78
|
|
|
—
|
|
|
126,540,060
|
|
March 1, 2020 - March 31, 2020
|
11,122
|
|
(2)
|
$
|
1.25
|
|
|
—
|
|
|
126,540,060
|
|
Total
|
107,371
|
|
|
$
|
5.69
|
|
|
—
|
|
|
—
|
|
|
|
|
(1)
|
In May 2018, our Board of Directors authorized and announced the repurchase of up to $200 million of our common stock.
|
|
(2)
|
Shares withheld by U.S. Silica to pay taxes due upon the vesting of employee restricted stock and restricted stock units for the months ended January 31, February 29, and March 31, 2020, respectively.
|
ITEM 3.
|
DEFAULT UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
|
|
*
|
Filed herewith
|
|
U.S. Silica Holdings, Inc.
|
||
|
|
||
|
/s/ DONALD A. MERRIL
|
||
|
Name:
|
|
Donald A. Merril
|
|
Title:
|
|
Executive Vice President & Chief Financial Officer (Authorized Signatory)
|
Vesting Date
|
Number of RSUs
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
|
|
|
1.
|
I HAVE READ IT CAREFULLY;
|
2.
|
I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;
|
3.
|
I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
|
4.
|
I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
|
5.
|
I HAVE NOT RELIED ON ANY REPRESENTATIONS OR PROMISES MADE TO ME IN CONNECTION WITH MY DECISION TO ACCEPT THIS GENERAL RELEASE, EXCEPT THOSE SET FORTH IN THIS GENERAL RELEASE AND THE PLAN.
|
6.
|
I WAS ALLOWED AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21‑DAY PERIOD;
|
7.
|
I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;
|
8.
|
I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
|
9.
|
I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE EMPLOYER AND BY ME.
|
|
1
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of U.S. Silica Holdings, Inc. (the “Company”) for the quarter ended March 31, 2020;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ BRYAN A. SHINN
|
|
Name: Bryan A. Shinn
|
|
Title: Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of U.S. Silica Holdings, Inc. (the “Company”) for the quarter ended March 31, 2020;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ DONALD A. MERRIL
|
|
Name: Donald A. Merril
|
|
Title: Executive Vice President and Chief Financial Officer
|
|
i.
|
The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
ii.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ BRYAN A. SHINN
|
|
Name: Bryan A. Shinn
|
|
Title: Chief Executive Officer
|
|
i.
|
The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
ii.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ DONALD A. MERRIL
|
|
Name: Donald A. Merril
|
|
Title: Executive Vice President and Chief Financial Officer
|
Mine or Operating Name/MSHA Identification Number
|
Section 104 S&S Citations
|
Section 104(b) Orders
|
Section 104(d) Citations and Orders
|
Section 110(b)(2) Violations
|
Section 107(a) Orders
|
Total Dollar Value of MSHA Assessments Proposed (1)
|
Total Number of Mining Related Fatalities
|
Received Notice of Pattern of Violations Under Section 104(e) (yes/no)
|
Received Notice of Potential to Have Pattern Under Section 104(e) (yes/no)
|
Legal Actions Pending as of Last Day of Period
|
Legal Actions Initiated During Period
|
Legal Actions Resolved During Period
|
Berkley Springs, WV / 4602805
|
0
|
0
|
0
|
0
|
0
|
$1,150.00
|
0
|
No
|
No
|
0
|
4
|
0
|
Celatom Mine, OR / 3503237
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Celatom Plant, OR / 3503236
|
0
|
0
|
0
|
0
|
0
|
$1,070.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Cheto Mine, AZ / 0200103
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Clark, NV / 2600677
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Columbia, SC / 3800138
|
0
|
0
|
0
|
0
|
0
|
$0.00*
|
0
|
No
|
No
|
0
|
0
|
0
|
Crane, TX / 4105331
|
1
|
0
|
0
|
0
|
0
|
$5,132.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Dubberly, LA / 1600489
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Fernley, NV / 2601950
|
0
|
0
|
0
|
0
|
0
|
$294.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Festus, MO / 2302377
|
0
|
0
|
0
|
0
|
0
|
$280.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Fowlkes Mine, MS / 2200460
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Hazen Mine, NV/ 2600679
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Hurtsboro, AL / 100617
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Jackson, MS / 2200415
|
1
|
0
|
0
|
0
|
0
|
$3,292.00
|
0
|
No
|
No
|
0
|
3
|
0
|
Jackson, TN / 4002937
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Kosse, TX / 4100262
|
0
|
0
|
0
|
0
|
0
|
$123.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Lamesa, TX / 4105363
|
0
|
0
|
0
|
0
|
0
|
$658.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Lovelock (Colado Plant) / 2600680
|
1
|
0
|
0
|
0
|
0
|
$2,460.00
|
0
|
No
|
No
|
3
|
0
|
7
|
Lovelock, NV (Colado Mine) / 2600672
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Mapleton, PA / 3603122
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Mauricetown, NJ / 2800526
|
0
|
0
|
0
|
0
|
0
|
$526.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Middletown, TN / 4002968
|
1
|
0
|
0
|
0
|
0
|
$123.00*
|
0
|
No
|
No
|
0
|
0
|
0
|
Mill Creek Mine, OK / 3400836
|
0
|
0
|
0
|
0
|
0
|
$242.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Mill Creek Plant, OK / 3400377
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Millen, GA / 0901232
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Montpelier, VA / 4402829
|
0
|
0
|
0
|
0
|
0
|
$0.00 *
|
0
|
No
|
No
|
0
|
0
|
0
|
Ottawa, IL / 1101013
|
6
|
0
|
0
|
0
|
0
|
$3,990.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Pacific, MO / 2300544
|
1
|
0
|
0
|
0
|
0
|
$1,509.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Popcorn Mine, NV / 2602236
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Port Elizabeth, NJ / 2800510
|
0
|
0
|
0
|
0
|
0
|
$123.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Rockwood, MI / 2000608
|
0
|
0
|
0
|
0
|
0
|
$0.00*
|
0
|
No
|
No
|
0
|
0
|
0
|
Seagraves, TX / 4105004
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Sparta, WI / 4703644
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Tyler, TX /4104182
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Utica, IL / 1103268
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|
Voca, TX / 4104855
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
0
|
No
|
No
|
0
|
0
|
0
|