UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     _______________________________
Form 8-K
    _______________________________  
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  September 6, 2016 (August 31, 2016)
    _______________________________  
Hi-Crush Partners LP
(Exact name of registrant as specified in its charter)
      _______________________________
Delaware
(State or other jurisdiction of incorporation)
 
001-35630
90-0840530
(Commission File Number)
(IRS Employer Identification No.)
 
 
Three Riverway, Suite 1350
Houston, Texas
77056
(Address of principal executive offices)
(Zip Code)

(713) 980-6200
(Registrant’s telephone number, including area code)


    _______________________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following (See General Instruction A.2 below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 






Item 1.01. Entry into a Material Definitive Agreement.

Fourth Amendment to Credit Agreement
On August 31, 2016, Hi-Crush Partners LP (the "Partnership") entered into a Fourth Amendment (the “Fourth Amendment”) by and among the Partnership, ZB, N.A. DBA Amegy Bank, as administrative agent, and the lenders named therein, amending its Amended and Restated Credit Agreement, dated April 28, 2014, as amended (the “Credit Agreement”). Pursuant to the terms of the Fourth Amendment, the lenders agreed to amend the Credit Agreement to, among other things, permit the acquisition by the Partnership of all of the outstanding membership interests in Hi-Crush Blair LLC (“Blair”).
The foregoing description is qualified in its entirety by reference to the full and complete text of the Fourth Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1.
    
Second Amendment to Registration Rights Agreement
On August 31, 2016, the Partnership entered into the Second Amendment to Registration Rights Agreement (the “RRA Amendment”) by and between the Partnership and Hi-Crush Proppants LLC (“Proppants”). Pursuant to the RRA Amendment, the definition of “Registrable Securities” set forth in the Registration Rights Agreement, dated August 20, 2012, by and between the Partnership and Proppants was revised to incorporate common units representing limited partner interests issued pursuant to the Contribution Agreement (as defined below).
The foregoing description is qualified in its entirety by reference to the full and complete text of the RRA Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.2.

Item 2.01.
Completion of Acquisition or Disposition of Assets
On August 31, 2016, the Partnership completed its previously announced acquisition of all of the outstanding membership interests in Blair from Proppants in exchange for (i) cash consideration of $75 million, (ii) 7,053,292 common units representing limited partnership interests in the Partnership (the “Common Units”) and (iii) up to $10 million of contingent earnout consideration, pursuant to the terms of the Contribution Agreement, dated August 9, 2016, between the Partnership and Proppants (the “Contribution Agreement”). Blair has 1,285-acres of Northern White reserves, with a plant processing capacity of approximately 2.86 million tons of 20/100 frac sand per year.
As of August 31, 2016, Proppants owned all of the incentive distribution rights, 20,693,643 common units and wholly owns Hi-Crush GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Certain individuals, including officers and directors of Proppants, Blair and the General Partner serve as officers and/or directors of one or more of such entities.
The Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of the General Partner approved the transactions contemplated by the Contribution Agreement (the “Transactions”). The Conflicts Committee, composed of independent members of the Board of Directors of the General Partner, retained independent legal and financial advisors to assist it in evaluating and negotiating the Transactions. In approving the terms of the Contribution Agreement, the Conflicts Committee based its decision in part on an opinion from its independent financial advisor that the consideration to be paid by the Partnership in connection with the Transactions is fair, from a financial point of view, to the Partnership and common unitholders of the Partnership other than the General Partner.
The foregoing description of the Contribution Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Contribution Agreement.

Item 2.02. Results of Operations and Financial Condition
The information required by this item is included in Item 8.01 and incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.  
The description in Item 2.01 above is incorporated in this Item 3.02 by reference. The Common Units were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.








Item 8.01. Results of Operations and Financial Condition
On August 10, 2016, the Partnership filed with the Securities and Exchange Commission (the "SEC") a Current Report on Form 8-K (the "Initial 8-K") disclosing that the Partnership had entered into the Contribution Agreement with Proppants to acquire all of the outstanding membership interests in Blair from Proppants. The Initial 8-K included the financial statements of Blair and the pro forma financial information giving effect to the acquisition of Blair required by Items 9.01(a) and 9.01(b) of Form 8-K.
Due to Proppants' control of the Partnership through its ownership and control, the acquisition of all of the outstanding membership interests in Blair is considered a transfer of net assets between entities under common control. As such, the Partnership is required to recast its financial statements to include the activities of Blair as of the date of common control. Exhibits 99.1, 99.2 and 99.3, included in this Current Report on Form 8-K, give retroactive effect to the acquisition of Blair as if the Partnership had owned Blair since Blair's inception on July 31, 2014.
The Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 23, 2016 (the "2015 Form 10-K"), its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (the "March 31, 2016 Form 10-Q"), filed with the SEC on April 28, 2016 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the "June 30, 2016 Form 10-Q"), filed with the SEC on August 2, 2016 are hereby recast by this Current Report on Form 8-K as follows:
2015 Form 10-K (Exhibit 99.1)
The Selected Financial Data included herein Exhibit 99.1 supersedes Part II, Item 6 of the 2015 Form 10-K
The Management's Discussion and Analysis of Financial Condition and Results of Operations included herein Exhibit 99.1 supersedes Part II, Item 7 of the 2015 Form 10-K
The Financial Statements and Supplementary Data included herein supersedes Part II, Item 8 of the 2015 Form 10-K
March 31, 2016 Form 10-Q (Exhibit 99.2)
The Financial Statements included herein Exhibit 99.2 supersedes Part I, Item 1 of the March 31, 2016 Form 10-Q
The Management's Discussion and Analysis of Financial Condition and Results of Operations included herein Exhibit 99.2 supersedes Part I, Item II of the March 31, 2016 Form 10-Q
June 30, 2016 Form 10-Q (Exhibit 99.3)
The Financial Statements included herein Exhibit 99.3 supersedes Part I, Item 1 of the June 30, 2016 Form 10-Q
The Management's Discussion and Analysis of Financial Condition and Results of Operations included herein Exhibit 99.3 supersedes Part I, Item II of the June 30, 2016 Form 10-Q
There have been no revisions or updates to any other sections of the 2015 Form 10-K, the March 31, 2016 Form 10-Q and the June 30, 2016 Form 10-Q, other than the revisions noted above. This Current Report on Form 8-K should be read in conjunction with the 2015 Form 10-K and the March 31, 2016 Form 10-Q and the June 30, 2016 Form 10-Q, and any references herein to Items 6, 7 and 8 under Part II of the 2015 Form 10-K refer to Exhibit 99.1, any references herein to Items 1 and 2 under Part I of the March 31, 2016 Form 10-Q refer to Exhibit 99.2 and any references herein to Items 1 and 2 under Part I of the June 30, 2016 Form 10-Q refer to Exhibit 99.3. As of the date of this Current Report on Form 8-K, future references to the Partnership’s historical financial statements should be made to this Current Report as well as future quarterly and annual reports on Form 10-Q and Form 10-K, respectively.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits





Exhibit Number
 
Exhibit Description
 
 
10.1
 
Fourth Amendment, dated August 31, 2016, by and among Hi-Crush Partners LP, as borrower, ZB, N.A. DBA Amegy Bank, as administrative agent, and the lenders named therein.
 
 
 
10.2
 
Second Amendment to Registration Rights Agreement, dated August 31, 2016, by and between Hi-Crush Partners LP and Hi-Crush Proppants LLC.
 
 
 
23.1
 
Consent of PricewaterhouseCoopers LLP
 
 
 
99.1
 
Audited consolidated financial statements of Hi-Crush Partners LP as of and for the year ended December 31, 2015 and 2014, including the notes thereto and the reports of the independent registered public accounting firm thereon
 
 
 
99.2
 
Unaudited condensed consolidated financial statements of Hi-Crush Partners LP as of March 31, 2016 and December 31, 2015, and for the three months ended March 31, 2016 and 2015, including notes thereto
 
 
 
99.3
 
Unaudited condensed consolidated financial statements of Hi-Crush Partners LP as of June 30, 2016 and December 31, 2015, and for the three and six months ended June 30, 2016 and 2015, including notes thereto
 
 
 
101
 
The financial statements and notes thereto included in this Current Report on Form 8-K of Hi-Crush Partners LP formatted in eXtensible Business Reporting Language (XBRL)






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 hereunto duly authorized.
 
 
 
 
Hi-Crush Partners LP
 
 
 
 
 
 
 
 
 
By:
 
Hi-Crush GP LLC, its general partner
 
 
 
 
 
 
Date:
September 6, 2016
 
By:
 
/s/ Laura C. Fulton
 
 
 
 
 
Laura C. Fulton
 
 
 
 
 
Chief Financial Officer





INDEX TO EXHIBITS
Exhibit Number
 
Exhibit Description
 
 
 
10.1
 
Fourth Amendment, dated August 31, 2016, by and among Hi-Crush Partners LP, as borrower, ZB, N.A. DBA Amegy Bank, as administrative agent, and the lenders named therein.
 
 
 
10.2
 
Second Amendment to Registration Rights Agreement, dated August 31, 2016, by and between Hi-Crush Partners LP and Hi-Crush Proppants LLC.
 
 
 
23.1
 
Consent of PricewaterhouseCoopers LLP
 
 
 
99.1
 
Audited consolidated financial statements of Hi-Crush Partners LP as of and for the year ended December 31, 2015 and 2014, including the notes thereto and the reports of the independent registered public accounting firm thereon
 
 
 
99.2
 
Unaudited condensed consolidated financial statements of Hi-Crush Partners LP as of March 31, 2016 and December 31, 2015, and for the three months ended March 31, 2016 and 2015, including notes thereto
 
 
 
99.3
 
Unaudited condensed consolidated financial statements of Hi-Crush Partners LP as of June 30, 2016 and December 31, 2015, and for the three and six months ended June 30, 2016 and 2015, including notes thereto
 
 
 
101
 
The financial statements and notes thereto included in this Current Report on Form 8-K of Hi-Crush Partners LP formatted in eXtensible Business Reporting Language (XBRL)



Exhibit 10.1
Execution Version

FOURTH AMENDMENT

This Fourth Amendment (“ Amendment ”) dated as of August 31, 2016 (the “ Fourth Amendment Effective Date ”) is by and among Hi-Crush Partners LP, a Delaware limited partnership (the “ Borrower ”), the Lenders party hereto, and ZB, N.A. DBA Amegy Bank, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”).
WHEREAS, the Borrower, the lenders from time to time party thereto (the “ Lenders ”), and ZB, N.A. DBA Amegy Bank, as Administrative Agent, as issuing lender, and as swing line lender, are parties to the Amended and Restated Credit Agreement dated as of April 28, 2014, as amended by Consent, Waiver and First Amendment dated as of October 21, 2014, the Second Amendment dated as of November 5, 2015, and the Third Amendment dated as of April 28, 2016 (as amended, the “ Credit Agreement ”);
WHEREAS, pursuant to that certain Contribution Agreement dated as of August 9, 2016 (the “ Contribution Agreement ”) among the Borrower and Hi-Crush Proppants, Hi-Crush Proppants has agreed to contribute all of the Equity Interests in Hi-Crush Blair LLC, a Delaware limited liability company (“ Blair ”), to the Borrower in exchange for approximately $175,000,000 of total consideration consisting of (a) not less than $75,000,000 in cash raised from the sale of common units by the Borrower,(b) common units of the Borrower for the remainder of the purchase price due at the closing of the Contribution Agreement and (c) additional cash consideration of up to $10,000,000 after closing pursuant to the terms of the Contribution Agreement (the “ Blair Drop Down ”);
WHEREAS, in connection with the Blair Drop Down, each of the Letters of Credit identified on Schedule I attached hereto (the “ Blair Letters of Credit ”) will be transferred to be maintained under the Credit Agreement; and
WHEREAS, the parties hereto have agreed to make certain amendments to the Credit Agreement as provided for herein, subject to the conditions herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
Section 1. Defined Terms . Unless otherwise defined in this Amendment, each capitalized term used in this Amendment has the meaning given such term in the Credit Agreement, as amended by this Amendment.
Section 2.     Amendments to the Credit Agreement .
(a)     Section 1.1 of the Credit Agreement is hereby amended to include the following new defined terms in their appropriate alphabetical order:

#5278036.7




Blair ” means Hi-Crush Blair LLC, a Delaware limited liability company.
Blair Contribution Agreement ” means that certain Contribution Agreement dated as of August 9, 2016 among the Borrower and Hi-Crush Proppants.
Blair Drop Down ” means the contribution by Hi-Crush Proppants of all of the Equity Interests in Blair to the Borrower pursuant to the Blair Contribution Agreement in exchange for approximately $175,000,000 of total consideration consisting of (a) not less than $75,000,000 in cash raised from the sale of common units by the Borrower, (b) common units of the Borrower for the remainder of the purchase price due at the closing of the Blair Contribution Agreement and (c) additional cash consideration of up to $10,000,000 after closing pursuant to the terms of the Blair Contribution Agreement.
Blair Drop Down Documents ” means the Contribution Agreement, together with each other agreement, instrument, or document executed in connection with the Blair Drop Down.
Fourth Amendment ” means that certain Fourth Amendment to this Agreement dated as of August 31, 2016.
(b)    The definition of “ Drop Down Acquisition ” in Section 1.1 of the Credit Agreement is hereby amended by adding “ and the Blair Drop Down ” immediately after “ the Augusta Drop Down ”.
(c)     Section 4.2 of the Credit Agreement is hereby amended by replacing “ including the Augusta Drop Down ” with “ including the Augusta Drop Down and the Blair Drop Down ”.
(d)     Section 6.4 of the Credit Agreement is hereby amended by replacing clause (e) of such Section as follows:
(e) either (i) (A) the Leverage Ratio, calculated on a pro forma basis after giving effect to such Acquisition as of the beginning of the period of four fiscal quarters most recently ended, is less than 3.0 to 1.0 and (B) after giving effect to such Acquisition, Liquidity would be greater than or equal to $15,000,000, (ii) (A) the total consideration (including the adjustment of purchase price or similar adjustments) for such Acquisition and all other Acquisitions permitted under this clause (e)(ii) during any fiscal year expended by the Borrower or any of its Subsidiaries in such fiscal year shall not exceed an aggregate amount equal to $20,000,000 and (B) the Borrower and its Subsidiaries shall be in pro forma compliance with the financial covenants in Section 6.16 and 6.17 after giving effect to such Acquisition as of the beginning of the period of four fiscal quarters most recently ended and the Q2 2017 Compliance Date shall have occurred, or (iii) such Acquisition is the Blair Drop Down.

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Section 3.     Blair Letters of Credit . Each Blair Letter of Credit, as of the Fourth Amendment Effective Date, shall be a Letter of Credit deemed to have been issued pursuant to the Commitments and shall constitute a portion of the Letter of Credit Exposure.
Section 4.     Conditions to Effectiveness . This Amendment shall become effective on the Fourth Amendment Effective Date upon the satisfaction of the following conditions precedent:
(a)     Documentation . The Administrative Agent shall have received the following, each in form and substance satisfactory to the Administrative Agent:
(i)    this Amendment duly executed by the Borrower, the Administrative Agent and the Majority Lenders, and the Acknowledgement and Reaffirmation attached hereto duly executed by each of the Guarantors; and
(ii)    copies of the Blair Drop Down Documents, certified as of the Fourth Amendment Effective Date by an authorized officer of the Borrower (A) as being true and correct copies of such documents, (B) as being in full force and effect and (C) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof in a manner that is materially adverse to the interests of the Administrative Agent or the Lenders without the prior written consent of the Administrative Agent.
(b)     Consents; Authorization . The Borrower shall have received any consents, licenses and approvals required in accordance with applicable law, or in accordance with any document, agreement, instrument or arrangement to which the Borrower or any Subsidiary is a party, in connection with the consummation of the Blair Drop Down.
(c)     Other Proceedings . No action, suit, investigation or other proceeding (including without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator or any Governmental Authority shall be pending or, to the Borrower’s knowledge, threatened and no preliminary or permanent injunction or order by a state or federal court shall have been entered in connection with the consummation of the Blair Drop Down.
(d)     Delivery of Financial Statements; Projections . The Administrative Agent shall have received true and correct copies of (i) the unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2016, prepared giving pro forma effect to the Blair Drop Down, as if such transactions had occurred on such date, and (ii) the projections prepared by management of balance sheets, income statements and cashflow statements of the Borrower and its Subsidiaries, after giving effect to the Blair Drop Down, covering the first two full years after the Fourth Amendment Effective Date.
(e)     Equity Issuance . The Borrower shall have received cash proceeds from an Equity Issuance by the Borrower of common units on terms satisfactory to the Administrative Agent in aggregate amount not less than $75,000,000 (determined prior to giving effect to the payment of all related underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, and brokerage commissions).

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(f)     Consummation of the Blair Drop Down . The Administrative Agent shall have received evidence, in form and substance satisfactory to the Administrative Agent, of the contemporaneous consummation of the Blair Drop Down in accordance with the Blair Drop Down Documents.
(g)     Amendment of Hi-Crush Proppants Credit Agreement . The Administrative Agent shall have received evidence, in form and substance satisfactory to the Administrative Agent, that (i) the Hi-Crush Proppants Credit Agreement has been amended to permit the Blair Drop Down and the transactions contemplated hereby and (ii) all obligations, liabilities and Liens of Blair relating to the Hi-Crush Proppants Credit Agreement and the other Credit Documents (as defined in the Hi-Crush Proppants Credit Agreement) have been released and terminated.
(h)     Payment of Fees . On or prior to the Fourth Amendment Effective Date, the Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses which have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement.
Section 5.     Post-Closing Obligations . Notwithstanding Section 5.6 of the Credit Agreement, within thirty (30) days following the Fourth Amendment Effective Date (or a later date acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent each of the items set forth in Schedule III to the Credit Agreement with respect to Blair.
Section 6.      Representations and Warranties . The Borrower hereby represents and warrants that after giving effect hereto:
(a)    the representations and warranties of the Credit Parties contained in the Credit Documents are true and correct in all material respects on and as of the date hereof, other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain true and correct in all material respects as of such earlier date; and
(b)    no Default or Event of Default has occurred and is continuing.
Section 7.     Effect of Amendment .
(a)    The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, the Issuing Lender, the Swing Line Lender or the Administrative Agent under any of the Credit Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Credit Documents.
(b)    Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.

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(c)    This Amendment is a Credit Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.
(d)    Except as specifically modified above, the Credit Agreement and the other Credit Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
Section 8.     RELEASE : For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Secured Party, its respective successors and assigns, officers, directors, employees, representatives, trustees, attorneys, agents and affiliates (collectively the " Released Parties " and individually a " Released Party ") from any and all actions, claims, demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages, expenses or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, whether now existing or hereafter asserted, whether absolute or contingent, whether due or to become due, whether disputed or undisputed, whether known or unknown (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) (collectively, the " Released Claims "), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior to the Fourth Amendment Effective Date and are in any way directly or indirectly arising out of or in any way connected to any of this Amendment, the Credit Agreement, any other Credit Document, or any of the transactions contemplated hereby or thereby (collectively, the " Released Matters "). The Borrower, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 8 are intended to cover and be in full satisfaction for all or any alleged injuries or damages arising in connection with the Released Matters herein compromised and settled. The Borrower hereby further agrees that it will not sue any Released Party on the basis of any Released Claim released, remised and discharged by the Credit Parties pursuant to this Section 8 . In entering into this Amendment, the Borrower has consulted with, and has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 8 shall survive the termination of this Amendment, the Credit Agreement and the other Credit Documents and payment in full of the Obligations.
Section 9.     Governing Law . THIS AMENDMENT SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

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Section 10.     Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile or other electronic means of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart.
THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.
[Remainder of Page Intentionally Left Blank]


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first above written.
BORROWER :
HI-CRUSH PARTNERS LP

By: Hi-Crush GP LLC, its general partner


By: /s/ Laura Fulton
Name: Laura C. Fulton
Title: Chief Financial Officer


Signature Page to Fourth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP



ADMINISTRATIVE AGENT/LENDERS :
ZB, N.A. DBA AMEGY BANK , in its capacity as Administrative Agent, Issuing Lender, Swing Line Lender, and a Lender
By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer



Signature Page to Fourth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP



BARCLAYS BANK PLC,
as a Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer



Signature Page to Fourth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP



MORGAN STANLEY BANK, N.A.,
as a Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer


Signature Page to Fourth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP



IBERIABANK,
as a Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer



Signature Page to Fourth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP



REGIONS BANK,
as a Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer



Signature Page to Fourth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP



UBS AG, STAMFORD BRANCH,
as a Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer


Signature Page to Fourth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP



ORIGIN BANK (f/k/a Community Trust Bank), as a
Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer



Signature Page to Fourth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP



BANK OF AMERICA, N.A.,
as a Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer



Signature Page to Fourth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP



ACKNOWLEDGMENT AND REAFFIRMATION


Each of the undersigned (each a “ Guarantor ” and collectively the “ Guarantors ”) hereby (a) acknowledges receipt of a copy of the foregoing Fourth Amendment dated as of August 31, 2016 (the “ Amendment ”) among Hi-Crush Partners, a Delaware limited partnership (the “ Borrower ”), the lenders party thereto, and ZB, N.A. DBA Amegy Bank, as administrative agent (in such capacity, the “ Administrative Agent ”) and (b) ratifies, confirms, and acknowledges that its obligations under the Amended and Restated Guaranty Agreement dated as of April 28, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”; capitalized terms used herein and not specifically defined herein have the meaning provided in the Guaranty) are in full force and effect and that each Guarantor continues to unconditionally and irrevocably, jointly and severally, guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, of all of the Guaranteed Obligations, as such Guaranteed Obligations may have been amended by the Amendment. Each Guarantor hereby acknowledges that its execution and delivery of this Acknowledgment and Reaffirmation do not indicate or establish an approval or consent requirement by the Guarantors in connection with the execution and delivery of amendments to the Credit Agreement or any of the other Credit Documents (as defined in the Credit Agreement referred to in the Guaranty).

RELEASE : For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Secured Party, its respective successors and assigns, officers, directors, employees, representatives, trustees, attorneys, agents and affiliates (collectively the " Released Parties " and individually a " Released Party ") from any and all actions, claims, demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages, expenses or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, whether now existing or hereafter asserted, whether absolute or contingent, whether due or to become due, whether disputed or undisputed, whether known or unknown (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) (collectively, the " Released Claims "), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior to the Fourth Amendment Effective Date (as defined in the Fourth Amendment) and are in any way directly or indirectly arising out of or in any way connected to any of the Fourth Amendment, the Credit Agreement, any other Credit Document (including this Acknowledgment and Reaffirmation), or any of the transactions contemplated hereby or thereby (collectively, the " Released Matters "). Each Guarantor, by execution hereof, hereby acknowledges and agrees that the agreements in this paragraph are intended to cover and be in full satisfaction for all or any alleged injuries or damages arising in connection with the Released Matters herein compromised and settled. The Borrower hereby further agrees that it will not sue any Released Party on the basis of any Released Claim released, remised and discharged by the Credit Parties pursuant to this paragraph. In entering into the agreements set forth in this Acknowledgment and Reaffirmation, the Borrower has consulted with, and




has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this paragraph shall survive the termination of this Acknowledgment and Reaffirmation, the Fourth Amendment, the Credit Agreement and the other Credit Documents and payment in full of the Obligations .

This Acknowledgment and Reaffirmation shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas without regard to conflicts of laws principles.

THIS ACKNOWLEDGMENT AND REAFFIRMATION AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.

HI-CRUSH WYEVILLE LLC
HI-CRUSH CHAMBERS LLC
HI-CRUSH OPERATING LLC
HI-CRUSH RAILROAD LLC
D & I SILICA, LLC.
HI-CRUSH FINANCE CORP.
HI-CRUSH AUGUSTA ACQUISITION CO. LLC
HI-CRUSH AUGUSTA LLC
HI-CRUSH CANADA INC.


Each By: /s/ Laura Fulton
Name: Laura C. Fulton
Title: Chief Financial Officer



Exhibit 10.2
Execution Version


SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Second Amendment to Registration Rights Agreement (this “ Amendment ”) is made and entered into as of August 31, 2016 by and between Hi-Crush Partners LP, a Delaware limited partnership (the “ Partnership ”), and Hi-Crush Proppants LLC, a Delaware limited liability company (the “ Sponsor ”).
Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Registration Rights Agreement, entered into as of August 20, 2012 (the “ Registration Rights Agreement ”), by and between the Partnership and the Sponsor (each a “ Party, ” and together, the “ Parties ”).
RECITALS:
WHEREAS , Section 3.11 of the Registration Rights Agreement provides that such agreement may be amended by the written agreement of the Partnership and the Holders of a majority of the then outstanding Registrable Securities; and
WHEREAS , pursuant to the foregoing authority, and in connection with the issuance of common units representing limited partner interests in the Partnership (the “ Common Units ”) pursuant to the Contribution Agreement, dated as of August 9, 2016, by and between the Sponsor and the Partnership (the “ Blair Contribution Agreement ”), the Parties desire to amend the Registration Rights Agreement as set forth herein.
NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:
Section 1. Amendments to Registration Rights Agreement
(a) Amendments to Section 1 . 01.
i.
The following definition of “Blair Contribution Agreement” is hereby added:
Blair Contribution Agreement ” means the Contribution Agreement, dated as of August 9, 2016, by and among Sponsor and the Partnership.”
ii.
The definition of “Registrable Securities” is hereby deleted in its entirety and replaced with the following:
““ Registrable Securities ” means the aggregate number of (i) Common Units issued (or issuable) to Sponsor pursuant to the Contribution Agreement (including pursuant to the Deferred Issuance and Distribution); (ii) Common Units issued upon conversion of the Subordinated Units; (iii) Common Units issued upon conversion of the Class B Units issued pursuant to the Class B Unit Contribution Agreement and (iv) Common Units issued pursuant to the Blair


US 4534145v.3




Contribution Agreement, which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof.”
Section 2.     General Provisions.
(a)      Amendment . No amendment of this Amendment shall be valid unless such amendment is made in accordance with Section 3.11 of the Registration Rights Agreement.
(b)      Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Amendment.
(c)     Governing Law . The Laws of the State of New York shall govern this Amendment.
(d)      Severability of Provisions . Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.
(e)      Effect of the Amendment . Except as amended by this Amendment, all other terms of the Registration Rights Agreement shall continue in full force and effect and remain unchanged and are hereby confirmed in all respects by each Party.
[ Signature Page Follows ]


2




IN WITNESS WHEREOF, the parties hereto execute this Amendment, effective as of the date first written above.
HI-CRUSH PARTNERS LP

By:     Hi-Crush GP LLC, its general partner


By: /s/ Robert E. Rasmus
Name: Robert E. Rasmus
Title: Chief Executive Officer



HI-CRUSH PROPPANTS LLC


By: /s/ Robert E. Rasmus
Name: Robert E. Rasmus
Title: Chief Executive Officer


SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT



Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-191481) and Form S-8 (No. 333-187796) of Hi-Crush Partners LP (the “Partnership”) of our report dated February 23, 2016, except for the effects of the merger of entities under common control discussed in Note 4, as to which the date is September 6, 2016 , relating to the consolidated financial statements and effectiveness of internal control of the Partnership, which appear in this Current Report on Form 8-K.

/s/PricewaterhouseCoopers LLP
Houston, Texas
September 6, 2016



Table of Contents

INDEX TO EXHIBIT 99.1
 
Page



Table of Contents

ITEM 6. SELECTED FINANCIAL DATA
The Partnership's historical financial data has been recast to include Hi-Crush Augusta LLC for the periods from August 16, 2012 through December 31, 2014 . The Predecessor periods include Hi-Crush Augusta LLC as a subsidiary of Hi-Crush Proppants LLC and were thus not subject to recast. In addition, the Partnership's historical financial data has been recast to include Hi-Crush Blair LLC for the years ended December 31, 2015 and 2014.
 
Year Ended December 31,
 
Period from August 16 Through December 31, 2012
 
Period from January 1 Through August 15, 2012
 
Year Ended December 31, 2011
(in thousands, except tons, per ton and per unit amounts)
2015
 
2014
 
2013
 
 
 
Successor
 
Successor
 
Successor
 
Successor
 
Predecessor
 
Predecessor
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
339,640

 
$
386,547

 
$
178,970

 
$
31,770

 
$
46,776

 
$
20,353

Production costs
48,371

 
58,452

 
41,999

 
8,944

 
12,247

 
5,998

Other cost of sales
199,801

 
156,904

 
46,688

 

 

 

Depreciation and depletion
13,199

 
10,628

 
7,197

 
1,109

 
1,089

 
449

Cost of goods sold
261,371

 
225,984

 
95,884

 
10,053

 
13,336

 
6,447

Gross profit
78,269

 
160,563

 
83,086

 
21,717

 
33,440

 
13,906

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
General and administrative
24,890

 
26,451

 
19,096

 
3,757

 
4,631

 
2,324

Impairments and other expenses
25,659

 

 
47

 
121

 
539

 
381

Accretion expense
336

 
246

 
228

 
102

 
16

 
28

Other operating income
(12,310
)
 

 

 

 

 

Income from operations
39,694

 
133,866

 
63,715

 
17,737

 
28,254

 
11,173

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
Other income

 

 

 

 
6

 

Interest expense
(13,903
)
 
(9,946
)
 
(3,671
)
 
(320
)
 
(3,240
)
 
(1,893
)
Net income
25,791

 
123,920

 
60,044

 
17,417

 
25,020

 
9,280

(Income) loss attributable to non-controlling interest
(145
)
 
(955
)
 
(274
)
 
23

 

 

Net income attributable to Hi-Crush Partners LP
$
25,646

 
$
122,965

 
$
59,770

 
$
17,440

 
$
25,020

 
$
9,280

Earnings per limited partner unit:
 
 
 
 
 
 
 
 
 
 
 
Limited partner units - basic
$
0.73

 
$
3.09

 
$
2.08

 
$
0.68

 
 
 
 
Limited partner units - diluted
$
0.73

 
$
3.00

 
$
2.08

 
$
0.68

 
 
 
 
Distributions per limited partner unit
$
1.1500

 
$
2.4000

 
$
1.9500

 
$
0.7125

 
 
 
 
Statement of Cash Flow Data:
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in):
 
 
 
 
 
 
 
 
 
 
 
Operating activities
$
83,649

 
$
104,265

 
$
64,323

 
$
14,498

 
$
16,660

 
$
18,788

Investing activities
(120,667
)
 
(306,431
)
 
(105,585
)
 
(8,218
)
 
(80,045
)
 
(50,199
)
Financing activities
43,263

 
186,367

 
51,372

 
2,234

 
61,048

 
42,465

Other Financial Data:
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA (a)
$
79,376

 
$
147,910

 
$
73,534

 
$
18,846

 
$
29,349

 
$
11,622

Capital expenditures (b)
121,358

 
82,181

 
10,630

 
8,218

 
80,075

 
50,169

Operating Data:
 
 
 
 
 
 
 
 
 
 
 
Total tons sold
5,003,702

 
4,584,811

 
2,520,119

 
481,208

 
726,213

 
332,593

Average realized price (per ton sold)
$
62.05

 
$
70.46

 
$
65.64

 
$
66.02

 
$
64.41

 
$
61.19

Sand produced and delivered (in tons)
3,506,193

 
3,704,630

 
2,241,199

 
481,208

 
726,213

 
332,593

Contribution margin per ton
$
18.28

 
$
37.34

 
$
35.82

 
$
47.43

 
$
47.55

 
$
43.16

Balance Sheet Data (at period end)
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
11,054

 
$
4,809

 
$
20,608

 
$
10,498

 
$
8,717

 
$
11,054

Total assets
538,562

 
481,829

 
354,361

 
189,397

 
175,828

 
72,229

Long-term debt
251,137

 
198,364

 
138,250

 

 
111,402

 
46,112

Total liabilities
398,873

 
303,311

 
171,007

 
94,270

 
140,747

 
61,942

Equity
139,689

 
178,518

 
183,354

 
95,127

 
35,081

 
10,287


2

Table of Contents

(a)
For more information, please read “Non-GAAP Financial Measures” below.
(b)
Capital expenditures made to increase the long-term operating capacity of our asset base whether through construction or acquisitions.
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
We define EBITDA as net income plus depreciation, depletion and amortization and interest and debt expense, net of interest income. We define Adjusted EBITDA as EBITDA, adjusted for any non-cash impairments of long-lived assets. EBITDA and Adjusted EBITDA are not a presentation made in accordance with accounting principles generally accepted in the United States ("GAAP").
EBITDA and Adjusted EBITDA are non-GAAP supplemental financial measure that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:
our operating performance as compared to other publicly-traded companies in the proppants industry, without regard to historical cost basis or financing methods; and
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
We believe that the presentation of EBITDA and Adjusted EBITDA will provide useful information to investors in assessing our financial condition and results of operations. Our non-GAAP financial measures of EBITDA and Adjusted EBITDA should not be considered as an alternative to GAAP net income. EBITDA and Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income. You should not consider EBITDA or Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definition of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
Distributable Cash Flow
We define distributable cash flow as Adjusted EBITDA less cash paid for interest expense, income attributable to non-controlling interests and maintenance and replacement capital expenditures, including accrual for reserve replacement, plus accretion of asset retirement obligations and non-cash unit-based compensation. We use distributable cash flow as a performance metric to compare cash performance of the Partnership from period to period and to compare the cash generating performance for specific periods to the cash distributions (if any) that are expected to be paid to our unitholders. Distributable cash flow will not reflect changes in working capital balances. EBITDA and Adjusted EBITDA are supplemental measures utilized by our management and other users of our financial statements such as investors, commercial banks, research analysts and others, to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis.


3

Table of Contents

The following table presents a reconciliation of EBITDA, Adjusted EBITDA and distributable cash flow to the most directly comparable GAAP financial measure, as applicable, for each of the periods indicated.
 
Year Ended December 31,
 
Period from August 16 Through December 31, 2012
 
Period from January 1 Through August 15, 2012
 
Year Ended December 31, 2011
 
2015
 
2014
 
2013
 
 
 
(in thousands)
Successor
 
Successor
 
Successor
 
Successor
 
Predecessor
 
Predecessor
Net income
$
25,791

 
$
123,920

 
$
60,044

 
$
17,417

 
$
25,020

 
$
9,280

Depreciation and depletion expense
12,270

 
8,858

 
6,132

 
1,109

 
1,089

 
449

Amortization expense
2,620

 
5,186

 
3,687

 

 

 

Interest expense
13,903

 
9,946

 
3,671

 
320

 
3,240

 
1,893

EBITDA
$
54,584

 
$
147,910

 
$
73,534

 
$
18,846

 
$
29,349

 
$
11,622

Non-cash impairments of long-lived assets
24,792

 

 

 

 

 

Adjusted EBITDA
$
79,376

 
$
147,910

 
$
73,534

 
$
18,846

 
$
29,349

 
$
11,622

Less: Cash interest paid
(11,610
)
 
(8,682
)
 
(3,123
)
 
(193
)
 
 
 
 
Less: (Income) loss attributable to non-controlling interest
(145
)
 
(955
)
 
(274
)
 
23

 
 
 
 
Less: Maintenance and replacement capital expenditures, including accrual for reserve replacement (a)
(4,733
)
 
(5,001
)
 
(3,026
)
 
(649
)
 
 
 
 
Add: Accretion of asset retirement obligations
336

 
246

 
228

 
102

 
 
 
 
Add: Unit-based compensation
2,983

 
1,470

 

 

 
 
 
 
Distributable cash flow
66,207

 
134,988

 
67,339

 
18,129

 
 
 
 
Adjusted for: Distributable cash flow attributable to Hi-Crush Augusta LLC, net of intercompany eliminations, prior to the Augusta Contribution (b)

 
(7,199
)
 
696

 
832

 
 
 
 
Adjusted for: Distributable cash flow attributable to Hi-Crush Blair LLC, prior to the Blair Contribution (c)
2,619

 
105

 

 

 
 
 
 
Distributable cash flow attributable to Hi-Crush Partners LP
68,826

 
127,894

 
68,035

 
18,961

 
 
 
 
Less: Distributable cash flow attributable to holders of incentive distribution rights
(1,311
)
 
(18,401
)
 

 

 
 
 
 
Distributable cash flow attributable to limited partner unitholders
$
67,515

 
$
109,493

 
$
68,035

 
$
18,961

 
 
 
 
(a)
Maintenance and replacement capital expenditures, including accrual for reserve replacement, were determined based on an estimated reserve replacement cost of $1.35 per ton produced and delivered during the period. Such expenditures include those associated with the replacement of equipment and sand reserves, to the extent that such expenditures are made to maintain our long-term operating capacity. The amount presented does not represent an actual reserve account or requirement to spend the capital.
(b)
The Partnership's historical financial information has been recast to consolidate Augusta for all periods presented. For purposes of calculating distributable cash flow attributable to Hi-Crush Partners LP, the Partnership excludes the incremental amount of recast distributable cash flow earned during the periods prior to the Augusta Contribution.
(c)
The Partnership's historical financial information has been recast to consolidate Blair for all periods presented. For purposes of calculating distributable cash flow attributable to Hi-Crush Partners LP, the Partnership excludes the incremental amount of recast distributable cash flow (loss) during the periods prior to the Blair Contribution.

4

Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of our historical performance and financial condition together with Part II, Item 6, “Selected Financial Data,” the description of the business appearing in Part 1, Item 1, “Business,” and the consolidated financial statements and the related notes in Part II, Item 8 of this Annual Report on Form 10-K. This discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, particularly in Item 1A, “Risk Factors” and under “Forward-Looking Statements.” All amounts are presented in thousands except acreage, tonnage and per unit data, or where otherwise noted.
Overview
We are a pure play, low-cost, domestic producer and supplier of premium monocrystalline sand, a specialized mineral that is used as a proppant to enhance the recovery rates of hydrocarbons from oil and natural gas wells. Our reserves consist of “Northern White” sand, a resource existing predominately in Wisconsin and limited portions of the upper Midwest region of the United States, which is highly valued as a preferred proppant because it exceeds all American Petroleum Institute (“API”) specifications. We own, operate and develop sand reserves and related excavation and processing facilities and will seek to acquire or develop additional reserves and facilities. We operate through an extensive logistics network of rail-served destination terminals strategically located throughout Pennsylvania, Ohio, New York and Texas.
On January 31, 2013, we entered into an agreement with our sponsor to acquire a preferred interest in Hi-Crush Augusta LLC ("Augusta"), the entity that owned our sponsor’s 1,187-acre facility with integrated rail infrastructure, located in Eau Claire County, Wisconsin (the "Augusta facility"), for $37,500 in cash and 3,750,000 newly issued convertible Class B Units in the Partnership. Our sponsor did not receive distributions on the Class B units until they converted into common units. The conditions precedent to conversion of the Class B units were satisfied upon payment of our distribution on August 15, 2014 and, our sponsor, who was the sole owner of our Class B units, elected to convert all of the 3,750,000 Class B units into common units on a one-for-one basis.
On April 8, 2014, the Partnership entered into a contribution agreement with our sponsor to acquire substantially all of the remaining equity interests in our sponsor’s Augusta facility for cash consideration of $224,250 (the “Augusta Contribution”). To finance the Augusta Contribution and refinance the Partnership’s revolving credit agreement, (i) on April 8, 2014, the Partnership commenced a primary public offering of 4,250,000 common units representing limited partnership interests in the Partnership and (ii) on April 28, 2014, the Partnership entered into a $200,000 senior secured term loan facility with certain lenders. The Partnership’s primary public offering closed on April 15, 2014. On May 9, 2014, the Partnership issued an additional 75,000 common units pursuant to the partial exercise of the underwriters' over-allotment option in connection with the April 2014 primary public offering. Net proceeds to the Partnership from the primary offering and the exercise of the over-allotment option totaled $170,693. Upon receipt of the proceeds from the public offering on April 15, 2014, the Partnership paid off the outstanding balance of $124,750 under its revolving credit agreement. The Augusta Contribution closed on April 28, 2014, and at closing, the Partnership’s preferred equity interest in Augusta was converted into common equity interests of Augusta. Following the Augusta Contribution, the Partnership owns 98.0% of Augusta’s common equity interests. In addition, on April 28, 2014, the Partnership entered into a $150,000 senior secured revolving credit agreement with various financial institutions by amending and restating its prior $200,000 revolving credit agreement.
On August 9, 2016 , the Partnership entered into a contribution agreement with our sponsor to acquire all of the outstanding membership interests in Hi-Crush Blair LLC ("Blair"), the entity that owns our sponsor’s Blair facility, for $75,000 in cash, 7,053,292 of newly issued common units in the Partnership, and pay up to $10,000 of contingent earnout consideration (the "Blair Contribution").
Our June 10, 2013, acquisition of D & I Silica, LLC (“D&I”) transformed us into an integrated Northern White frac sand producer, transporter, marketer and distributor. At the time of the acquisition, D&I was the largest independent frac sand supplier to the oil and gas industry drilling in the Marcellus and Utica shales.
Services Agreement: Effective August 16, 2012, we entered into a services agreement (the “Services Agreement”) with Hi-Crush Services LLC (“Hi-Crush Services”), pursuant to which Hi-Crush Services provides certain management and administrative services to our general partner in connection with operating our business. Under this agreement, we reimburse Hi-Crush Services, on a monthly basis, for the allocable expenses that it incurs in its performance of the specified services. These expenses include, among other things, salary, bonus, incentive compensation, rent and other administrative expenses for individuals and entities that perform services for us or on our behalf.

5

Table of Contents

Omnibus Agreement: On August 20, 2012, we entered into an omnibus agreement with our general partner and our sponsor. Pursuant to the terms of this agreement, our sponsor will indemnify us and our subsidiaries for certain liabilities over specified periods of time, including but not limited to certain liabilities relating to (a) environmental matters pertaining to the period prior to our IPO and the contribution of the Wyeville assets from our sponsor, provided that such indemnity is capped at $7,500 in aggregate, (b) federal, state and local tax liabilities pertaining to the period prior to our initial public offering and the contribution of the Wyeville assets from our sponsor, (c) inadequate permits or licenses related to the contributed assets, and (d) any losses, costs or damages incurred by us that are attributable to our sponsor’s ownership and operation of such assets prior to our IPO and our sponsor’s contribution of such assets. In addition, we have agreed to indemnify our sponsor from any losses, costs or damages it incurs that are attributable to our ownership and operation of the contributed assets following the closing of the IPO, subject to similar limitations as on our sponsor’s indemnity obligations to us.
Basis of Presentation
The following discussion of our historical performance and financial condition is derived from the historical financial statements. The consolidated financial statements include results of operations and cash flows for D&I prospectively from June 11, 2013.
Factors Impacting Comparability of Our Financial Results
Our historical results of operations and cash flows are not indicative of results of operations and cash flows to be expected in the future, principally for the following reasons:
We provided significant price concessions and waivers under our contracts in 2015. Since August 2014, oil and natural gas prices have continued to decline and persist at levels well below those experienced during the first half of 2014. As a result of the market dynamics existing during 2015, we have engaged and continue to be engaged in ongoing discussions with all of our contract customers regarding pricing and volume requirements under our existing contracts. While these discussions continue, we have provided contract customers with temporary pricing discounts and/or make-whole waivers, in certain circumstances in exchange for, among other things, additional term and/or volume. We continue to engage in discussions and may deliver sand at prices or at volumes below those provided for in our existing contracts. We expect that these circumstances may continue to negatively affect our revenues, net income and cash generated from operations into 2016.
We received a contract settlement payment in 2015. In December 2015, we received a settlement payment of $22,500 for past and future obligations under a customer contract. Of the total contact settlement payment, $10,190 was recognized as revenue related to make-whole payments and the remainder as other operating income.
We impaired the intangible value associated with a third party supply agreement. During the year ended December 31, 2015, we completed an impairment assessment of the intangible asset associated with a third party supply agreement (the "Sand Supply Agreement").  Given current market conditions, coupled with our ability to source sand from our sponsor on more favorable terms, we determined that the fair value of the agreement was less than its carrying value, resulting in an impairment of $18,606 .
We realized asset impairments and other expenses during 2015. As a result of recent market conditions, during the year ended December 31, 2015, we elected to temporarily idle our Augusta production facility, five destination transload facilities and three rail origin transload facilities.  In addition, to consolidate our administrative functions, we have closed down an office facility in Pennsylvania.  As a result of these actions, we recognized an impairment of $6,186 related to the write down of transload and office facilities’ assets to their net realizable value, and severance, retention and relocation costs of $571 for affected employees. No impairment was recorded related to the Augusta facility.
Our sponsor's Whitehall facility did not commence operations until September 2014. Our first purchase of frac sand from the Whitehall facility occurred in September 2014. Accordingly, our financial statements for the year ended December 31, 2014 reflect volume purchases from the Whitehall facility only from September 2014 through the end of 2014.
Through December 31, 2015, our Blair facility is still under construction. We completed construction of the Blair facility during the first quarter of 2016. Accordingly, our financial statements through December 31, 2015 do not include any sales or operations generated from our Blair facility.
We completed an expansion of our Augusta facility . During the fourth quarter of 2014, we completed an expansion of our Augusta facility that increased rated processing capacity to approximately 2,860,000 tons of 20/100 frac sand per year.
We constructed additional equipment and silo storage facilities to produce and ship 100 mesh product . During 2013 and 2014, we completed construction of additional equipment and silo storage facilities to produce and store 100 mesh product at our Wyeville and Augusta facilities.

6

Table of Contents

We completed our acquisition of D&I in June 2013 . On June 10, 2013, we acquired D&I, an independent frac sand supplier, transforming us into an integrated Northern White frac sand producer, transporter, marketer and distributor. As a result of the acquisition, we now operate through an extensive logistics network of rail-served origin and destination terminals. Subsequent to June 10, 2013, we incur freight and logistics costs involved in the sourcing of sand to the destination terminals, as well as purchase sand from other suppliers. As a result of the acquisition, we have been able to capitalize on recent trends in our customers' preferring to purchase volumes in-basin ( 51% and 33% of tons were sold in-basin for the years ended December 31, 2015 and 2014 , respectively).
We are incurring additional general and administrative expenses as a result of our expansion and acquisitions. We are incurring additional general and administrative expenses to support our recent expansion, including management level positions in sales, operations, human resources, legal, accounting and reporting, as well as license fees associated with upgraded accounting and reporting software. We expect these incremental growth associated expenses to gradually increase over time as we hire additional personnel.
We are incurring increased interest expense as a result of our acquisitions and organic growth projects. As of January 1, 2013, we did not have any indebtedness outstanding. In January 2013, in connection with our acquisition of a preferred interest in Augusta, we drew $38,250 under our prior credit facility. In June 2013, in connection with our acquisition of D&I, we drew $100,000 under our prior credit facility. In March 2014, we repaid $13,500 under our prior credit facility. The remaining outstanding balance of the prior credit facility was repaid in full on April 15, 2014 with the proceeds from a public offering of our common units. On April 28, 2014, the Partnership replaced the prior credit facility by entering into our revolving credit agreement and as of December 31, 2015 we had $52,500 of borrowings outstanding. On April 28, 2014, the Partnership entered into a senior secured term loan credit facility that permits aggregate borrowings of up to $200,000, which was fully drawn down on April 28, 2014. The outstanding balance of $194,971 carries an interest rate of 4.75% as of December 31, 2015 .
We incurred legal and advisory expenses in connection with our unitholder lawsuits. We incurred legal and advisory expenses in connection with our termination of the Baker Hughes supply agreement and related lawsuit, which settled on October 18, 2013, and the resulting unit holder lawsuits, which settlement was approved by the court on January 5, 2015.
Our Assets and Operations
We own and operate a 857 -acre facility with integrated rail infrastructure, located in Wyeville, Wisconsin ("the Wyeville facility"), which is located in Monroe County, Wisconsin and, as of December 31, 2015 , contained 82.1 million tons of proven recoverable reserves of frac sand. We completed construction of the Wyeville facility in June 2011. The Wyeville facility has an annual processing capacity of approximately 1,850,000 tons of 20/100 frac sand per year.
We also own a 98.0% interest in the Augusta facility, which is located in Eau Claire County, Wisconsin and, as of December 31, 2015 , contained 40.9 million tons of proven recoverable reserves of frac sand. We completed construction of the Augusta facility in June 2012. The Augusta facility has an annual processing capacity of approximately 2,860,000 tons of 20/100 frac sand per year.
During the third quarter of 2014, our sponsor completed construction of the 1,447-acre Whitehall facility with integrated rail infrastructure. As of December 31, 2015 , this facility contained 80.7 million tons of proven, recoverable salable sand reserves and is capable of delivering approximately 2,860,000 tons of 20/100 frac sand per year.
During 2015, we commenced construction of the approximately 1,285 -acre Blair facility. As of December 31, 2015, the Blair facility contained 120.1 million tons of proven recoverable reserves of frac sand. The Blair facility was completed and commenced operations in the first quarter of 2016, with a plant processing capacity of approximately 2,860,000 tons of 20/100 frac sand per year.
According to John T. Boyd Company ("John T. Boyd"), our proven reserves at the Wyeville, Augusta, and Blair facilities consist of coarse grade Northern White sand exceeding API specifications. Analysis of sand at our facilities by independent third-party testing companies indicates that they demonstrate characteristics exceeding of API specifications with regard to crush strength, turbidity and roundness and sphericity. Based on third-party reserve reports by John T. Boyd, we have an implied average reserve life of 32 years, assuming production at the rated capacity of 7,570,000 tons of 20/100 frac sand per year.
As of December 31, 2015 , we own or operate 14 destination rail-based terminal locations, of which five are temporarily idled and six are capable of accommodating unit trains. Our destination terminals include approximately 306,000 tons of rail storage capacity and approximately 97,000 tons of silo storage capacity.

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We are continuously looking to increase the number of destination terminals we operate and expand our geographic footprint, allowing us to further enhance our customer service and putting us in a stronger position to take advantage of opportunistic short term pricing agreements. Our destination terminals are strategically located to provide access to Class I railroads, which enables us to cost effectively ship product from our production facilities in Wisconsin. We also have the ability to connect to short-line railroads as necessary to meet our customers’ evolving in-basin product needs. As of December 31, 2015 , we leased or owned 3,947 railcars used to transport our sand from origin to destination and managed a fleet of approximately 2,100 additional railcars dedicated to our facilities by our customers or the Class I railroads.
How We Generate Revenue
We generate revenue by excavating, processing and delivering frac sand and providing related services. A substantial portion of our frac sand is sold to our customers with whom we have long-term contracts which have current terms expiring between 2017 and 2021 . Each contract defines the minimum volume of frac sand that the customer is required to purchase monthly and annually, the volume that we are required to make available, the technical specifications of the product and the price per ton. During 2015, we provided temporary price discounts and/or make-whole waivers to contract customers in response to the market driven decline in proppant demand. We also sell our frac sand on the spot market at prices and other terms determined by the existing market conditions as well as the specific requirements of the customer.
Delivery of sand to our customers may occur at the rail origin or at the destination terminal. We generate service revenues through performance of transportation services including railcar storage fees, transload services, silo storage and other miscellaneous services performed on behalf of our customers.
Due to sustained freezing temperatures in our area of operation during winter months, it is industry practice to halt excavation activities and operation of the wet plant during those months. As a result, we excavate and wash sand in excess of current delivery requirements during the months when those facilities are operational. This excess sand is placed in stockpiles that feed the dry plant and fill customer orders throughout the year.
Costs of Conducting Our Business
The principal expenses involved in production of raw frac sand are excavation costs, labor, utilities, maintenance and royalties. We have a contract with a third party to excavate raw frac sand, deliver the raw frac sand to our processing facility and move the sand from our wet plant to our dry plant. We pay a fixed price per ton excavated and delivered without regard to the amount of sand excavated that meets API specifications. Accordingly, we incur excavation costs with respect to the excavation of sand and other materials from which we ultimately do not derive revenue (rejected materials), and for sand which is still to be processed through the dry plant and not yet sold. However, the ratio of rejected materials to total amounts excavated has been, and we believe will continue to be, in line with our expectations, given the extensive core sampling and other testing we undertook at our facilities.
Labor costs associated with employees at our processing facilities represent the most significant cost of converting raw frac sand to finished product. We incur utility costs in connection with the operation of our processing facilities, primarily electricity and natural gas, which are both susceptible to fluctuations. Our facilities require periodic scheduled maintenance to ensure efficient operation and to minimize downtime. Excavation, direct and indirect labor, utilities and maintenance costs are capitalized as a component of inventory and are reflected in cost of goods sold when inventory is sold.
We pay royalties to third parties at our facilities at various rates, as defined in the individual royalty agreements, at an aggregate rate up to $6.15 per ton of sand excavated, delivered at our on-site rail facilities and paid for by our customers.
The principal expenses involved in distribution of raw sand are the cost of purchased sand, freight charges, fuel surcharges, railcar lease expense, terminal switch fees, demurrage costs, storage fees, transload fees, labor and facility rent.
We purchase sand from our sponsor's Whitehall facility, through a long-term supply agreement with a third party at a specified price per ton and also through the spot market. We incur transportation costs including trucking, rail freight charges and fuel surcharges when transporting our sand from its origin to destination. We utilize a diverse base of railroads to transport our sand and transportation costs are typically negotiated through long-term working relationships.
We incur general and administrative costs related to our corporate operations. Under our partnership agreement and the services agreement with our sponsor and our general partner, our sponsor has discretion to determine, in good faith, the proper allocation of costs and expenses to us for its services, including expenses incurred by our general partner and its affiliates on our behalf. The allocation of such costs are based on management’s best estimate of time and effort spent on the respective operations and facilities. Under these agreements, we reimburse our sponsor for all direct and indirect costs incurred on our behalf.

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How We Evaluate Our Operations
We utilize various financial and operational measures to evaluate our operations. Management measures the performance of the Partnership through performance indicators, including gross profit, contribution margin, earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA and distributable cash flow.
Gross Profit and Contribution Margin
We use contribution margin, which we define as total revenues less costs of goods sold excluding depreciation, depletion and amortization, and is used to measure our financial and operating performance. Contribution margin excludes other operating expenses and income, including costs not directly associated with the operations of our business such as accounting, human resources, information technology, legal, sales and other administrative activities.  We believe contribution margin is a meaningful measure because it provides an operating and financial measure of our ability to generate margin in excess of our operating cost base.  
We use gross profit, which we define as revenues less costs of goods sold, to measure our financial performance. We believe gross profit is a meaningful measure because it provides a measure of profitability and operating performance based on the historical cost basis of our assets.
As a result, contribution margin, contribution margin per ton, sales volumes, sales price per ton sold and gross profit are key metrics used by management to evaluate our results of operations.
EBITDA, Adjusted EBITDA and Distributable Cash Flow
We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income plus depreciation, depletion and amortization and interest expense, net of interest income. We define Adjusted EBITDA as EBITDA, adjusted for any non-cash impairments of long-lived assets. We define distributable cash flow as Adjusted EBITDA less cash paid for interest expense, income attributable to non-controlling interests and maintenance and replacement capital expenditures, including accrual for reserve replacement, plus accretion of asset retirement obligations and non-cash unit-based compensation. We use distributable cash flow as a performance metric to compare cash performance of the Partnership from period to period and to compare the cash generating performance for specific periods to the cash distributions (if any) that are expected to be paid to our unitholders. Distributable cash flow will not reflect changes in working capital balances. EBITDA and Adjusted EBITDA are supplemental measures utilized by our management and other users of our financial statements such as investors, commercial banks, research analysts and others, to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis.
Note Regarding Non-GAAP Financial Measures
EBITDA, Adjusted EBITDA and distributable cash flow are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial condition and results of operations. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures has important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measures. You should not consider EBITDA, Adjusted EBITDA or distributable cash flow in isolation or as substitutes for analysis of our results as reported under GAAP. Because EBITDA, Adjusted EBITDA and distributable cash flow may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. Please read “Selected Financial Data—Non-GAAP Financial Measures.”
Market Conditions
Since August 2014, oil and natural gas prices have continued to decline and persist at levels well below those experienced during the first half of 2014. As a result, the number of rigs drilling for oil and gas fell dramatically throughout 2015 from the high levels achieved during third quarter 2014 and continue to fall into the first months of 2016. Due to the uncertainty regarding the timing and extent of a rebound, exploration and production companies sharply reduced their drilling activities in an effort to control costs during 2015. In addition, many exploration and production companies have announced that a significant number of wells drilled during 2015 have not yet been completed and may not be completed for an indefinite period. The combination of these factors, among others, has reduced proppant demand and pricing during 2015 from the levels experienced during 2014. Given the energy industry's outlook for 2016 activity levels, we expect the downward trend in well completion activity to continue in the first half, if not full year, of 2016 with more pressure on frac sand pricing and reduced sales volumes.
In general, pricing for Northern White frac sand increased throughout 2014 and reached its highest levels for the year during the fourth quarter. During 2015, spot market prices for Northern White frac sand have declined, as sand producers with excess inventories discounted sand pricing, and in some cases, substantially discounted sand pricing.

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As a result of the market dynamics existing during 2015, we have engaged and continue to be engaged in ongoing discussions with all of our contract customers regarding pricing and volume requirements under our existing contracts. While these discussions continue, we have provided contract customers with temporary pricing discounts and/or make-whole waivers, in certain circumstances in exchange for, among other things, additional term and/or volume. We continue to engage in discussions and may deliver sand at prices or at volumes below those provided for in our existing contracts. We expect that these circumstances may continue to negatively affect our revenues, net income and cash generated from operations into 2016.
The following table presents sales, volume and pricing comparisons for the fourth quarter of 2015, as compared to the third quarter of 2015:
 
Three Months Ended
 
 
 
 
 
December 31,
 
September 30,
 
 
 
Percentage
 
2015
 
2015
 
Change
 
Change
Revenues generated from the sale of frac sand (in thousands)
$
62,776

 
$
80,695

 
$
(17,919
)
 
(22
)%
Tons sold
1,209,171

 
1,409,032

 
(199,861
)
 
(14
)%
Percentage of volumes sold in-basin
52
%
 
49
%
 
3
%
 
6
 %
Average price per ton sold
$
52

 
$
57

 
$
(5
)
 
(9
)%
We continued to provide additional price discounts to customers during the fourth quarter of 2015. Tons sold during the fourth quarter were 14% lower than the third quarter of 2015. The decreased volumes coupled with price discounts led to the decrease in frac sand revenues as compared to the prior quarter and were only partially offset by revenues from make-whole payments.
Our sales volumes and pricing may be lower in the future if demand for frac sand continues to decrease. Such decreases could have a negative impact on our future liquidity if it results in lower net income and/or cash flows generated from operations. In such a circumstance, we may access availability under our revolving credit agreement and continue to focus on reducing our operating expenses. Despite the current market declines, we continue to believe that the long-term fundamental trends for frac sand demand, including the increased use of sand per lateral foot in well completions, remain favorable.
We took several steps to ensure we continue to deliver low-cost solutions to our customers, including construction of additional in-basin storage facilities and marketing of our product through additional third-party operated terminals. We reduced the volumes of sand purchased from third parties, and are working to ensure that volumes were sourced at our lowest cost, combining our lowest production cost with the lowest origin to destination freight rates where possible. We strategically managed the size of our railcar fleet by reducing the use of system cars to reduce cost. We also focused on ensuring optimal origin and destination routing as we experienced a larger percentage of our sales being made FOB destination.
On October 9, 2015, we announced a reduction in force to our employees in connection with our plan to idle the Augusta production facility, which has a higher cost structure than our lowest cost production facility. Given the current macro environment, we continue to focus on reducing our costs to enhance profitability and better serve our customers. However, during the fourth quarter of 2015 and into 2016, we are incurring additional railcar storage expense upon delivery of additional leased railcars.

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Results of Operations
The following table presents consolidated revenues and expenses for the periods indicated. This information is derived from the consolidated statements of operations for the years ended December 31, 2015 , 2014 and 2013 .
 
Year Ended December 31,
 
2015
 
2014
 
2013
Revenues
$
339,640

 
$
386,547

 
$
178,970

Costs of goods sold
 
 
 
 
 
Production costs
48,371

 
58,452

 
41,999

Other cost of sales
199,801

 
156,904

 
46,688

Depreciation, depletion and amortization
13,199

 
10,628

 
7,197

Gross profit
78,269

 
160,563

 
83,086

Operating costs and expenses
38,575

 
26,697

 
19,371

Income from operations
39,694

 
133,866

 
63,715

Other income (expense)
 
 
 
 
 
Interest expense
(13,903
)
 
(9,946
)
 
(3,671
)
Net income
25,791

 
123,920

 
60,044

Income attributable to non-controlling interest
(145
)
 
(955
)
 
(274
)
Net income attributable to Hi-Crush Partners LP
$
25,646

 
$
122,965

 
$
59,770

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014
Revenues
Revenues generated from the sale of frac sand was $310,466 and $323,043 for the years ended December 31, 2015 and 2014 , respectively, during which we sold 5,003,702 and 4,584,811 tons of frac sand, respectively. Average sales price per ton was $62 and $70 for the years ended December 31, 2015 and 2014 , respectively. The sales prices between the two periods differ due to the mix in pricing of FOB plant and in-basin volumes ( 51% and 33% of tons were sold in-basin for the years ended December 31, 2015 and 2014 , respectively), offset by changes in industry sales price trends. With the decline in oil and gas prices and resulting decline in drilling activity, we began discounting pricing for contract customers during 2015 . Generally, sales prices per ton were rising throughout 2014 , and declining throughout 2015 . Price per ton exiting 2015 was significantly lower than 2014 . Average sales price per ton was also somewhat impacted by the mix of product mesh sizes.
Other revenue related to transload, terminaling, silo leases, contract make-wholes and other services was $29,174 and $63,504 for the years ended December 31, 2015 and 2014 , respectively. The level of transloading and logistics services provided at our destination terminals was increasing during 2014 , and decreasing significantly during the corresponding period of 2015 , both trends being in-line with industry demand for sand and our sales volumes. In addition, other revenue in 2015 includes $10,190 of make-whole payments related to the contract settlement payment described below.
Costs of goods sold – Production costs
We incurred production costs of $48,371 and $58,452 for the years ended December 31, 2015 and 2014 , respectively.
The principal components of production costs involved in operating our business are excavation costs, plant operating costs and royalties. Such costs, with the exception of royalties, are capitalized as a component of inventory and are reflected in costs of goods sold when inventory is sold. Royalties are charged to expense in the period in which they are incurred. The following table provides a comparison of the drivers impacting the level of production costs for the years ended December 31, 2015 and 2014 .
 
Year Ended December 31,
 
2015
 
2014
Excavation costs
$
13,240

 
$
16,122

Plant operating costs
24,820

 
27,747

Royalties
10,311

 
14,583

   Total production costs
$
48,371

 
$
58,452

The overall decrease in production costs was attributable to lower excavation costs paid to our third party excavator, improved operating efficiencies, which resulted in reduced volumes of rejected material, and a focus on sourcing our sand from our lowest

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cost facility and lower tonnage produced and delivered from our production facilities during the year ended December 31, 2015 as compared to the year ended December 31, 2014 .
Costs of goods sold – Other cost of sales
The other principal costs of goods sold are the cost of purchased sand, freight charges, fuel surcharges, railcar lease expense, terminal switch fees, demurrage costs, storage fees, transload fess, labor and facility rent. The cost of purchased sand and transportation related charges are capitalized as a component of inventory and are reflected in cost of goods sold when inventory is sold. Other cost components, including costs associated with storage in-basin, such as demurrage, and costs related to terminal operations, such as labor and rent, are charged to costs of goods sold in the period in which they are incurred.
We purchase sand from our sponsor's Whitehall facility, through a long-term supply agreement with a third party at a specified price per ton and through the spot market. For the years ended December 31, 2015 and 2014 , we incurred $37,172 and $36,253 of purchased sand costs, respectively. The increase was due to increased volumes purchased from our sponsor's Whitehall facility, offset by a lower purchase price paid in 2015 as compared to 2014.
We incur transportation costs including freight charges, fuel surcharges and railcar lease costs when transporting our sand from its origin to destination. For the years ended December 31, 2015 and 2014 , we incurred $143,006 and $104,919 of transportation costs, respectively, reflecting the increased volumes sold at our destination terminals. Other costs of sales was $19,623 and $15,732 during the years ended December 31, 2015 and 2014 , respectively, and was primarily comprised of demurrage, storage and transload fees and on-site labor. The increase in transportation and other costs of sales was driven by increased throughput of tonnage at our destination terminals. The year ended December 31, 2015 was negatively impacted by repair costs of silos at our Smithfield terminal and increased rail diversion and storage costs primarily as a result of railcar moves to the Partnership's production facilities and long-term third party storage facilities.
Costs of goods sold – Depreciation, depletion and amortization of intangible assets
For the years ended December 31, 2015 and 2014 , we incurred $13,199 and $10,628 , respectively, of depreciation, depletion and amortization expense. The increase was driven by additional assets, including depreciation of the costs associated with the expansion of the Augusta facility, and depletion of additional acreage acquired during the second half of 2014.
Gross Profit
Gross profit was $78,269 and $160,563 for the years ended December 31, 2015 and 2014 , respectively. Gross profit percentage declined from 41.5% for the year ended December 31, 2014 to 23.0% for the year ended December 31, 2015 . The decline was primarily driven by pricing discounts and increased transportation costs as more volumes were sold at our destination terminals.
Operating Costs and Expenses
For the years ended December 31, 2015 and 2014 , we incurred general and administrative expenses of $24,890 and $26,451 , respectively. The decrease in such costs was primarily attributable to $768 of transaction costs associated with the Augusta Contribution in 2014 and decreased amortization of intangible assets of $1,731 . In addition, general and administrative costs decreased with the closure of an administrative office in Sheffield, resulting in staffing reductions and a decrease in travel costs. These decreases were offset by increased costs associated with the Blair facility.
For the year ended December 31, 2015 , we incurred impairments and other expenses of $25,659 related to the impairment of the Sand Supply Agreement, idled administrative and transload facilities, costs associated with staffing reductions and relocations and the write-off of costs associated with abandoned construction projects.
In December 2015, we received a settlement payment of $22,500 for past and future obligations under a customer contract, $12,310 of this settlement was recognized as other operating income, with the remainder of the payment recorded as other revenue for make-whole payments as described above.
Interest Expense
Interest expense was $13,903 and $9,946 for the years ended December 31, 2015 and 2014 , respectively. The increase in interest expense during 2015 was primarily attributable to additional borrowings on our revolver and interest on our $200,000 senior secured term loan facility, which was fully drawn on April 28, 2014 to finance the Augusta Contribution. During 2015, we amended our revolving credit agreement and as a result of this modification, we accelerated amortization of $662 representing a portion of the remaining unamortized balance of debt issuance costs.
Net Income Attributable to Hi-Crush Partners LP
Net income attributable to Hi-Crush Partners LP was $25,646 and $122,965 for the years ended December 31, 2015 and 2014 , respectively.

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Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Revenues
Revenues generated from the sale of frac sand was $323,043 and $165,413 for the years ended December 31, 2014 and 2013, respectively, during which we sold 4,584,811 and 2,520,119 tons of frac sand, respectively. Average sales price was $70 and $66 for the years ended December 31, 2014 and 2013, respectively. The increase in sales price is due to the mix in pricing of FOB plant and FOB destination (67% and 79% of tons were sold FOB plant for the years ended December 31, 2014 and 2013, respectively) in addition to price increases in our contracts and spot sales reflecting improving market conditions in 2014.
Other revenue related to transload, terminaling, silo leases and other services was $63,504 and $13,557 for the years ended December 31, 2014 and 2013, respectively. Other revenue increased primarily as a result of inclusion of destination terminal operations for a full year in 2014 compared to slightly more than 6 months in 2013. Other services revenues also increased as customers who purchased sand at the rail origin utilized our logistics capabilities for transportation of the sand to the ultimate destination.
Costs of goods sold – Production costs
We incurred production costs of $58,452 and $41,999 for the years ended December 31, 2014 and 2013, respectively.
The principal components of production costs involved in operating our business are excavation costs, plant operating costs and royalties. Such costs, with the exception of royalties, are capitalized as a component of inventory and are reflected in costs of goods sold when inventory is sold. Royalties are charged to expense in the period in which they are incurred. The following table provides a comparison of the drivers impacting the level of production costs for the years ended December 31, 2014 and 2013.
 
Year Ended December 31,
 
2014
 
2013
Excavation costs
$
16,122

 
$
12,526

Plant operating costs
27,747

 
21,144

Royalties
14,583

 
8,329

   Total production costs
$
58,452

 
$
41,999

The overall increase in production costs was attributable to higher tonnage produced and delivered from our production facilities during the year ended December 31, 2014 as compared to the year ended December 31, 2013, partially offset by reduced per ton costs due to operating efficiencies and reduced volumes of rejected material. Both factors are attributable, in part, to the increased production and sale of 100 mesh sand during the year ended December 31, 2014 compared to the prior year.
Costs of goods sold – Other cost of sales
The other principal costs of goods sold are the cost of purchased sand, freight charges, fuel surcharges, terminal switch fees, demurrage costs, storage fees, labor and rent. The cost of purchased sand and transportation related charges are capitalized as a component of inventory and are reflected in cost of goods sold when inventory is sold. Other cost components, including demurrage costs, storage fees, labor and rent are charged to costs of goods sold in the period in which they are incurred.
We purchase sand from our sponsor's Whitehall facility, through a long-term supply agreement with a third party at a specified price per ton and through the spot market. For the years ended December 31, 2014 and 2013, we incurred $36,253 and $9,975 of purchased sand costs, respectively. The increase in purchases of sand is primarily attributable to the start up of our sponsor's Whitehall operations in the third quarter of 2014. In addition, during the year ended December 31, 2013, we incurred $1,171 of non-cash costs associated with the sale of inventory marked up to fair value in connection with the D&I acquisition.
We incur transportation costs including trucking, freight charges and fuel surcharges when transporting our sand from its origin to destination. For the years ended December 31, 2014 and 2013, we incurred $104,919 and $25,292 of transportation costs, respectively. Other costs of sales was $15,732 and $10,250 during the years ended December 31, 2014 and 2013, respectively, and was primarily comprised of demurrage, storage fees and on-site labor. The increase in transportation and other costs of sales was driven by increased throughput of tonnage at our destination terminals.
Costs of goods sold – Depreciation, depletion and amortization of intangible assets
For the years ended December 31, 2014 and 2013, we incurred $10,628 and $7,197, respectively, of depreciation, depletion and amortization expense.
Gross Profit
Gross profit was $160,563 and $83,086 for the years ended December 31, 2014 and 2013, respectively. Gross profit was primarily impacted by additional tons sold and reduced production per ton produced and delivered.

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Operating Costs and Expenses
For the years ended December 31, 2014 and 2013, we incurred general and administrative expenses of $26,451 and $19,096, respectively. The increase in such costs was attributable to increased amortization of intangible assets of $793, unit-based compensation of $1,470, and higher payroll and related costs from additional sponsor headcount. This increase was offset by lower transaction costs, as we incurred $768 in 2014 related to the Augusta Contribution, as compared to the $2,179 of costs incurred in 2013 related to our acquisition of D&I and our preferred interest in Augusta and $1,143 of legal and advisory costs.
Interest Expense
Interest expense was $9,946 and $3,671 for the years ended December 31, 2014 and 2013, respectively. The increase in interest expense during 2014 was primarily attributable to interest on our new $200,000 senior secured term loan facility, which was fully drawn on April 28, 2014 to finance the Augusta Contribution.
Net Income Attributable to Hi-Crush Partners LP
Net income attributable to Hi-Crush Partners LP was $122,965 and $59,770 for the years ended December 31, 2014 and 2013, respectively.
Liquidity and Capital Resources
Overview
We expect our principal sources of liquidity will be cash generated by our operations, supplemented by borrowings under our revolving credit agreement, as available. We believe that cash from these sources will be sufficient to meet our short-term working capital requirements and long-term capital expenditure requirements. As of February 19, 2016, our sources of liquidity consisted of $12,443 of available cash and $39,847 pursuant to available borrowings under our revolving credit agreement ($100,000, net of $52,500 of indebtedness and $7,653 letter of credit commitments). Our revolving credit agreement contains covenants requiring us to maintain a minimum quarterly EBITDA, allows distributions to unitholders up to 50% of quarterly distributable cash flow after quarterly debt payments on the term loan, and requires that capital expenditures during 2016 not exceed $28,000. As of December 31, 2015, we were in compliance with the covenants contained in our revolving credit agreement. We expect to be in compliance with the covenants during 2016. However, our ability to comply with such covenants in the future could be affected by the levels of cash flows from our operations and events and circumstances beyond our control. If market or other economic conditions deteriorate, our risk of non-compliance may increase. In addition, we have a $200,000 senior secured term loan facility which permits us to add one or more incremental term loan facilities in an aggregate amount not to exceed $100,000. Our General Partner is also authorized to issue an unlimited number of units without the approval of existing limited partner unitholders.
We expect that our future principal uses of cash will be for working capital, capital expenditures, funding debt service obligations and making distributions to our unitholders. Capital expenditures totaled $121,358 during the year ended December 31, 2015 , representing the completion of the Augusta expansion, capital expenditures associated with the construction of the Blair facility, and expanding silo storage capacity at our terminals in Pennsylvania and Ohio, among other projects. Excluding costs associated with the completion of Blair, we plan to spend $15,000 to $25,000 in 2016 related to facilities under construction in Colorado and Texas, and expansion of rail capacity at our Wyeville facility, among other projects. On October 26, 2015, our General Partner’s board of directors announced the temporary suspension of our quarterly distribution to common unitholders in order to conserve cash and preserve liquidity. It is currently uncertain when market conditions will improve, at which time it would be appropriate to reinstate the distribution.
Credit Ratings
As of February 19, 2016, the credit rating of the Partnership’s senior secured term loan credit facility was BB- from Standard and Poor’s and B3 from Moody’s.
The credit ratings of the Partnership’s senior secured term loan facility reflect only the view of a rating agency and should not be interpreted as a recommendation to buy, sell or hold any of our securities.  A credit rating can be revised upward or downward or withdrawn at any time by a rating agency, if it determines that circumstances warrant such a change.  A credit rating from one rating agency should be evaluated independently of credit ratings from other rating agencies.

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Working Capital
Working capital is the amount by which current assets exceed current liabilities and is a measure of our ability to pay our liabilities as they become due. At the end of any given period, accounts receivable and payable tied to sales and purchases are relatively balanced to the volume of tons sold during the period. The factors that typically cause overall variability in the Partnership's working capital are (1) the Partnership's cash position, (2) inventory levels, which the Partnership closely manages, or (3) major structural changes in the Partnership's asset base or business operations, such as any acquisition, divestures or organic capital expenditures. As of December 31, 2015 , we had a working capital deficit of $63,124 , as compared to a positive working capital balance of $16,142 at December 31, 2014 . The deficit as of December 31, 2015 is due to increased advances received from our sponsor to finance the construction of the Blair facility. Excluding the $105,250 of outstanding sponsor advances, our working capital balance would be positive $42,126 as of December 31, 2015 .
The following table summarizes our working capital as of the dates indicated.  
 
Year Ended December 31,
 
2015
 
2014
Current assets:
 
 
 
Accounts receivable, net
$
41,477

 
$
82,117

Inventories
27,971

 
23,684

Prepaid expenses and other current assets
4,840

 
6,558

Total current assets
$
74,288

 
$
112,359

Current liabilities:
 
 
 
Accounts payable
$
24,237

 
$
26,048

Accrued and other current liabilities
6,429

 
12,249

Due to sponsor
106,746

 
57,920

Total current liabilities
137,412

 
96,217

Working capital (deficit)
$
(63,124
)
 
$
16,142

Accounts receivable decreased by $40,640 during the year ended December 31, 2015 , which was primarily driven by lower sales volumes and pricing during 2015 compared to 2014 .
Our inventory consists primarily of sand that has been excavated and processed through the wet plant and finished goods. The increase in our inventory of $4,287 was primarily driven by a $2,935 increase in our stockpile for processing through the dry plant during the winter months resulting from declining sales volumes. Most of our finished goods inventory is either in transit or held at our terminals for future sale.
Prepaid expenses and other current assets decreased by $1,718 during the year ended December 31, 2015 . The decrease was primarily driven by the application of deposits for the purchase of equipment offset by prepayments associated with our fleet of leased railcars.
Accounts payable and accrued liabilities decreased by $7,631 on a combined basis, primarily due to a decrease in the outstanding payables associated with the 2014 expansion project at our Augusta facility, as well as timing of payments on current construction projects offset by an increase in payables related to the Blair facility's construction. The decrease was also attributable to lower sales volumes, resulting in lower purchasing and other spending during the year ended December 31, 2015 as compared to 2014.
Our balance due to our sponsor increased $48,826 during the year ended December 31, 2015 , primarily as a result of increased advances by our sponsor to fund construction of the Blair facility, offset by a decrease in payables for sand purchased from our sponsor's Whitehall facility. On August 31, 2016 , $120,950 of sponsor advances were converted into capital.
The following table provides a summary of our cash flows for the periods indicated.
 
Year Ended December 31,
 
2015
 
2014
 
2013
Net cash provided by (used in):
 
 
 
 
 
Operating activities
$
83,649

 
$
104,265

 
64,323

Investing activities
(120,667
)
 
(306,431
)
 
(105,585
)
Financing activities
43,263

 
186,367

 
51,372


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Cash Flows - Year Ended December 31, 2015 Compared to Year Ended December 31, 2014
Operating Activities
Net cash provided by operating activities was $83,649 and $104,265 for the years ended December 31, 2015 and 2014 , respectively. Operating cash flows include $25,791 and $123,920 of net income earned during the years ended December 31, 2015 and 2014 , respectively, adjusted for non-cash operating expenses and changes in operating assets and liabilities described above. The decrease in cash flows from operations was primarily attributable to decreased gross profit margins, offset by a net decrease in our working capital associated with lower revenues in 2015 as compared to 2014.
Investing Activities
Capital expenditures for property, plant and equipment was $121,358 for the year ended December 31, 2015 , and primarily consisted of expenditures for the construction of our Blair facility, expansion of our Augusta facility, expansion of silo storage at our terminals in Pennsylvania and Ohio, and costs associated with facilities under construction in Colorado and Texas. During the year ended December 31, 2015 , $691 of restricted cash was released from escrow upon completion of a project.
Net cash used in investing activities was $306,431 for the year ended December 31, 2014 , which primarily consisted of the $224,250 cost of the Augusta Contribution, capital expenditures primarily associated with the construction of our Blair facility, an expansion of our Augusta facility, purchases of additional equipment and construction of facilities to produce and store 100 mesh product at our facilities, and construction costs for our terminal facility in the Permian basin.
Financing Activities
Net cash provided by financing activities was $43,263 for the year ended December 31, 2015 , and was comprised of $52,500 of net borrowings under the revolving credit agreement, $63,266 of advances from our sponsor and $403 of proceeds from participants in our unit purchase program, offset by $70,072 of distributions to our unitholders, $406 of loan origination costs, and $2,428 of repayments of our long-term debt.
Net cash provided by financing activities was $186,367 for the year ended December 31, 2014 , and was comprised of $198,000 of cash proceeds from the term loan issuance, $41,984 of advances from our sponsor and $170,693 from the issuance of 4,325,000 common units, offset by $77,421 of distributions paid to our unitholders, $7,120 of loan origination costs, a $138,250 repayment of our prior revolving credit facility and a $1,500 repayment of our term loan.
Cash Flows - Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Operating Activities
Net cash provided by operating activities was $104,265 and $64,323 for the years ended December 31, 2014 and 2013, respectively. Operating cash flows include $123,920 and $60,044 of net income earned during the years ended December 31, 2014 and 2013, respectively, adjusted for non-cash operating expenses and changes in operating assets and liabilities described above. The increase in cash flows from operations was primarily attributable to additional cash flows generated from increased sales volumes.
Investing Activities
Net cash used in investing activities was $306,431 for the year ended December 31, 2014 and primarily consisted of the $224,250 cost of the Augusta Contribution, and capital expenditures primarily associated with the the construction of our Blair facility, a 1,000,000 ton expansion of processing capacity at our Augusta facility, purchases and construction of additional equipment and facilities to produce and store 100 mesh product at our production facilities, and construction costs for a new terminal facility in the Permian basin.
Net cash used in investing activities was $105,585 for the year ended December 31, 2013 and consisted primarily of cash payments of $94,955 paid for D&I and construction costs related to a new conveyor system installed over the rail line bisecting the Wyeville facility.
Financing Activities
Net cash provided by financing activities was $186,367 for the year ended December 31, 2014, and was comprised of $198,000 of cash proceeds from the term loan issuance, $41,984 of advances from our sponsor, and $170,693 from the issuance of 4,325,000 common units, offset by $77,421 of distributions paid to our unitholders, $7,120 of loan origination costs, a $138,250 repayment of our prior revolving credit facility and a $1,500 repayment of our term loan.
Net cash provided by financing activities was $51,372 for the year ended December 31, 2013, which included receipts of $138,250 of borrowings under our prior revolving credit facility and $5,615 of net repayments of affiliate financing from our sponsor. These inflows were offset by $58,414 of distributions, $829 of loan origination costs and a $33,250 repayment of long-term debt by Augusta.

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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our current or future financial condition, changes in financial condition, sales, expenses, results of operations, liquidity, capital expenditures or capital resources.
The Partnership has long-term operating leases for railcars and equipment used at its terminal sites, some of which are also under long-term lease agreements with various railroads.
Capital Requirements
During the year ended December 31, 2015 , we spent $121,358 related to construction of our Blair facility, the expansion of silo storage capacities at our terminals in Pennsylvania and Ohio, an expansion of our Augusta facility, and costs associated with facilities under construction in Colorado and Texas. We have entered into definitive agreements to jointly develop and operate three energy rail hubs, one in the DJ Basin and two in the Permian Basin. There are no other significant anticipated capital requirements associated with our production facilities. Excluding costs associated with the completion of Blair, we plan to spend $15,000 to $20,000 in 2016 related to facilities under construction in Colorado and Texas, and expansion of rail capacity at our Wyeville facility, among other projects. As of December 31, 2015 , the Company had approximately $9,300 of remaining contractual commitments for construction of the Blair facility. Construction was completed in the first half of 2016.
Revolving Credit Agreement and Senior Secured Term Loan Facility
As of February 19, 2016, we have a $100,000 senior secured revolving credit agreement (our "revolving credit agreement"), which matures in April 2019. As of February 19, 2016, we had $52,500 of borrowings and $39,847 of undrawn borrowing capacity ($100,000, net of $52,500 of indebtedness and $7,653 letter of credit commitments) under our revolving credit agreement. The revolving credit agreement is available to fund working capital and for other general corporate purposes, including the making of certain restricted payments permitted therein. Borrowings under our revolving credit agreement are secured by substantially all of our assets.
As of February 19, 2016, we have a $200,000 senior secured term loan facility (our "senior secured term loan facility"), which matures in April 2021. As of February 19, 2016, the senior secured term loan facility was fully drawn with a $196,500 balance outstanding. The senior secured term loan facility permits us to add one or more incremental term loan facilities in an aggregate amount not to exceed $100,000. Any incremental senior secured term loan facility would be on terms to be agreed among us, the administrative agent under the senior secured term loan facility and the lenders who agree to participate in the incremental facility. Borrowings under our senior secured term loan facility are secured by substantially all of our assets.
Subsidiary Guarantors
The Partnership has filed a registration statement on Form S-3 to register, among other securities, debt securities. Each of the subsidiaries of the Partnership as of March 31, 2014 (other than Hi-Crush Finance Corp., whose sole purpose is to act as a co-issuer of any debt securities) was a 100% directly or indirectly owned subsidiary of the Partnership (the “guarantors”), and will issue guarantees of the debt securities, if any of them issue guarantees, and such guarantees will be full and unconditional and will constitute the joint and several obligations of such guarantors. As of December 31, 2015 , the guarantors were our sole subsidiaries, other than Hi-Crush Finance Corp., Hi-Crush Augusta Acquisition Co. LLC, Hi-Crush Blair LLC, Hi-Crush Canada Inc. and Hi-Crush Canada Distribution Corp., which are 100% owned subsidiaries, and Hi-Crush Augusta LLC, of which we own 98.0% of the common equity interests.
As of December 31, 2015 , the Partnership had no assets or operations independent of its subsidiaries, and there were no significant restrictions upon the ability of the Partnership or any of its subsidiaries to obtain funds from its respective subsidiaries by dividend or loan. As of December 31, 2015 , none of the assets of our subsidiaries represented restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act.
Customer Concentration
For the year ended December 31, 2015 , sales to each of FTS International, Halliburton, Liberty and Weatherford accounted for greater than 10% of our total revenues. For the years ended December 31, 2014 and 2013 , sales to each of FTS International, Halliburton and Weatherford accounted for greater than 10% of our total revenues.

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Contractual Obligations
The following table presents our contractual obligations and other commitments as of December 31, 2015 :
 
Total
 
Less than 1 year
 
1-3 years
 
3-5 years
 
More than 5 years
Asset retirement obligations (a)
$
7,066

 
$

 
$

 
$

 
$
7,066

Repayment of term loan
194,971

 
2,000

 
4,000

 
4,000

 
184,971

Repayment of revolver
52,500

 

 

 
52,500

 

Repayment of other notes payable
6,924

 
1,258

 
5,666

 

 

Acquisition of land (b)
6,176

 
2,500

 

 
3,676

 

Operating lease obligations (c)
121,462

 
24,573

 
48,530

 
35,835

 
12,524

Minimum purchase commitments (d)
11,265

 
1,007

 
2,340

 
3,350

 
4,568

Commitments for Blair facility construction (e)
9,300

 
9,300

 

 

 

Total contractual obligations
$
409,664

 
$
40,638

 
$
60,536

 
$
99,361

 
$
209,129

(a)
The asset retirement obligations represent the fair value of the post closure reclamation and site restoration commitments for our property and processing facilities located in Augusta, Wisconsin and Wyeville, Wisconsin.
(b)
On October 24, 2014, the Partnership entered into a purchase and sale agreement to acquire certain tracts of land and specific quantities of the underlying frac sand deposits. The transaction includes three separate tranches of land and deposits, to be acquired over a three-year period from 2014 through 2016. During the years ended December 31, 2015 and 2014, the Partnership acquired two tranches of land for $12,352 . As of December 31, 2015 , the Partnership has the commitment to purchase the remaining tranche during 2016 for total consideration of $6,176 .
(c)
In addition, the Partnership has placed orders for additional railcars. Such long-term operating leases commence upon the future delivery of railcars, which will result in additional future minimum operating lease payments. During the next two years, we expect to receive delivery of approximately 1,000 additional leased railcars. Following delivery of these additional railcars, we estimate our 2018 annual minimum lease payments will increase to approximately $33,000 .
(d)
During 2015, we entered into a service agreement with a transload service provider which requires us to purchase a minimum amount of services over a specific period of time at a specific location. Our failure to purchase the minimum level of services would require us to pay a shortfall fee. However, the minimum quantities set forth in the agreement are not in excess of our current forecasted requirements at this location.
(e)
As of December 31, 2015, the Partnership had approximately $9,300 of remaining contractual commitments for construction of the Blair facility. Construction was completed in the first half of 2016.
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 such laws and regulations, but cannot predict the full amount of such future expenditures.
Recent Accounting Pronouncements
In July 2015, the FASB issued Accounting Standards Update No. 2015-11, which specifies that all inventory, excluding inventory that is measured using the last-in, first-out method or the retail inventory method, be measured at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendment is effective for the Partnership beginning in the first quarter of 2017, with early adoption permitted, and should be applied prospectively. The Partnership is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures, but does not anticipate that adoption will have a material impact on its financial position, results of operations or cash flows.

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In April 2015, the FASB issued Accounting Standards Update No. 2015-06, which specifies that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the drop down transaction. In addition, the standard requires additional qualitative disclosures about how the rights to the earnings (losses) differ before and after the drop down transaction occurs for purposes of computing earnings per unit under the two-class method. The new accounting guidance is effective for the Partnership beginning in the first quarter of 2016, and should be applied retrospectively. Adoption of this new accounting guidance will not have a material impact on the Partnerships financial position, results of operations or cash flows.
In April 2015, the FASB issued Accounting Standards Update No. 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The new accounting guidance is effective for the Partnership beginning in the first quarter of 2016, at which time any debt issuance costs associated with debt liabilities will be presented as a direct deduction from the carrying amount of the debt liability. However, debt issuance costs associated with any revolving credit facility will remain an asset within the consolidated balance sheets.
In February 2015, the FASB issued Accounting Standards Update No. 2015-02, which is intended to improve upon and simplify the consolidation assessment required to evaluate whether organizations should consolidate certain legal entities such as limited partnerships, limited liability companies, and securitization structures. The new accounting guidance is effective for the Partnership beginning in the first quarter of 2016. The Partnership anticipates that the adoption of this amended guidance will not materially affect its financial position, results of operations or cash flows.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally acceptable in the United States of America. 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 we believe 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.
Listed below are the accounting policies we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved, and that we believe are critical to the understanding of our operations.
Inventories
Sand inventory is stated at the lower of cost or market using the average cost method.
Inventory manufactured at our plant facilities includes direct excavation costs, processing costs, overhead allocation, depreciation and depletion. Stockpile tonnages are calculated by measuring the number of tons added and removed from the stockpile. Tonnages are verified periodically by an independent surveyor. Costs are calculated on a per ton basis and are applied to the stockpiles based on the number of tons in the stockpile.
Inventory transported for sale at our terminal facilities includes the cost of purchased or manufactured sand, plus transportation related charges.
Spare parts inventory includes critical spares, materials and supplies. We account for spare parts on a first-in, first-out basis, and value the inventory at the lower of cost or market. Detail reviews are performed related to the net realizable value of the spare parts inventory, giving consideration to quality, excessive levels, obsolescence and other factors.
Depletion
We amortize the cost to acquire land and mineral rights using a units-of-production method, based on the total estimated reserves and tonnage extracted each period.
Impairment of Long-lived Assets
Recoverability of investments in property, plant and equipment, and mineral rights is evaluated annually. Estimated future undiscounted net cash flows are calculated using estimates of proven and probable sand reserves, estimated future sales prices (considering historical and current prices, price trends and related factors) and operating costs and anticipated capital expenditures. Reductions in the carrying value of our investment are only recorded if the undiscounted cash flows are less than our book basis in the applicable assets.

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Impairment losses are recognized based on the extent that the remaining investment exceeds the fair value, which is determined based upon the estimated future discounted net cash flows to be generated by the property, plant and equipment and mineral rights.
Management’s estimates of prices, recoverable proven and probable reserves and operating and capital costs are subject to certain risks and uncertainties which may affect the recoverability of our investments in property, plant and equipment. Although management has made its best estimate of these factors based on current conditions, it is reasonably possible that changes could occur in the near term, which could adversely affect management’s estimate of the net cash flows expected to be generated from its operating property.
During the year ended December 31, 2015 , we elected to idle five destination transload facilities and three rail origin transload facilities.  In addition, to consolidate our administrative functions, we have closed down an office facility in Pennsylvania. As a result of these actions, we recognized an impairment of $6,186 related to the write-down of transload and office facilities' assets to their net realizable value. No impairment charges were recorded during the years ended December 31, 2014 and 2013 .
Goodwill and Intangible Assets
Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Partnership performs an assessment of the recoverability of goodwill during the third quarter of each fiscal year, or more often if events or circumstances indicate the impairment of an asset may exist. Our assessment of goodwill is based on qualitative factors to determine whether the fair value of the reporting unit is more likely than not less than the carrying value. An additional quantitative impairment analysis is completed if the qualitative analysis indicates that the fair value is not substantially in excess of the carrying value. The quantitative analysis determines the fair value of the reporting unit based on the discounted cash flow method and relative market-based approaches.
During 2015, global oil and natural gas commodity prices, particularly crude oil, significantly decreased as compared to 2014. This decrease in commodity prices has had, and is expected to continue to have, a negative impact on industry drilling and well completion activity, which affects the demand for frac sand.  We expect that these circumstances may continue to negatively affect our revenues, net income and cash generated from operations into 2016.
We performed our annual assessment of the recoverability of goodwill during the third quarter of 2015. Although we have seen a significant decrease in the price of our common units since August 2014, which has resulted in an overall reduction in our market capitalization, our market capitalization exceeded our recorded net book value as of September 30, 2015.  We updated our internal business outlook of the D&I reporting unit to consider the current economic environment that affects our operations. As part of the first step of goodwill impairment testing, we updated our assessment of our future cash flows, applying expected long-term growth rates, discount rates, and terminal values that we consider reasonable. We calculated a present value of the cash flows to arrive at an estimate of fair value under the income approach, and then used the market approach to corroborate this value. As a result of these estimates, we determined that there was no impairment of goodwill.
Uncertain market conditions for frac sand resulting from current oil and natural gas prices continue. Should energy industry conditions further deteriorate, there is a possibility that the $33,745 of goodwill resulting from the acquisition of D&I in 2013 may be impaired in a future period.  Any resulting non-cash impairment charges to earnings may be material. Specific uncertainties affecting our estimated fair value include the impact of competition, the prices of frac sand, future overall activity levels and demand for frac sand, the activity levels of our significant customers, and other factors affecting the rate of our future growth. These factors were reviewed and assessed during the fourth quarter of 2015 and will continue to be assessed going forward. Additional adverse developments with regard to these factors could have a further negative impact on our fair value.
We amortize the cost of other intangible assets on a straight line basis over their estimated useful lives, ranging from 1 to 20 years. An impairment assessment is performed if events or circumstances occur and may result in the change of the useful lives of the intangible assets. During the year ended December 31, 2015 , we completed an impairment assessment of the intangible asset associated with the Sand Supply Agreement.  Given current market conditions, coupled with our ability to source sand from our sponsor on more favorable terms, we determined that the fair value of the agreement was less than its carrying value, resulting in an impairment of $18,606 .
Revenue Recognition
Frac sand sales revenues are recognized when legal title passes to the customer, which may occur at the production facility, rail origin or at the destination terminal. At that point, delivery has occurred, evidence of a contractual arrangement exists and collectability is reasonably assured. Amounts received from customers in advance of sand deliveries are recorded as deferred revenue. Revenue from make-whole provisions in our customer contracts is recognized at the end of the defined cure period.
A substantial portion of our frac sand is sold to customers with whom we have long-term supply agreements, the current terms of which expire between 2017 and 2021 . The agreements define, among other commitments, the volume of product that the Partnership must provide, the price that will be charged to the customer, and the volume that the customer must purchase by the end of the defined cure periods, which can range from three months to the end of a contract year.

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Transportation services revenues are recognized as the services have been completed, meaning the related services have been rendered. At that point, delivery of service has occurred, evidence of a contractual arrangement exists and collectability is reasonably assured. Amounts received from customers in advance of transportation services being rendered are recorded as deferred revenue.
Asset Retirement Obligations
In accordance with Accounting Standards Codification (“ASC”) 410-20, Asset Retirement Obligations , we recognize reclamation obligations when incurred and record them as liabilities at fair value. In addition, a corresponding increase in the carrying amount of the related asset is recorded and depreciated over such asset’s useful life. The reclamation liability is accreted to expense over the estimated productive life of the related asset and is subject to adjustments to reflect changes in value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs.
Fair Value of Financial Instruments
The amounts reported in the balance sheet as current assets or liabilities, including cash, accounts receivable, accounts payable, accrued and other current liabilities approximate fair value due to the short-term maturities of these instruments. The fair value of the senior secured term loan approximated $151,305 as of December 31, 2015 , based on the market price quoted from external sources, compared with a carrying value of $196,500 . If the senior secured term loan was measured at fair value in the financial statements, it would be classified as Level 2 in the fair value hierarchy.
Net Income per Limited Partner Unit
We have identified the sponsor’s incentive distribution rights as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the partnership agreement. Net income per unit applicable to limited partners is computed by dividing limited partners’ interest in net income, after deducting any sponsor incentive distributions, by the weighted-average number of outstanding limited partner units. Through March 31, 2014, basic and diluted net income per unit were the same as there were no potentially dilutive common or subordinated units outstanding.
Through August 15, 2014, the 3,750,000 Class B units outstanding did not have voting rights or rights to share in the Partnership’s periodic earnings, either through participation in its distributions or through an allocation of its undistributed earnings or losses, and so were not deemed to be participating securities in their form as Class B units. In addition, the conversion of the Class B units into common units was fully contingent upon the satisfaction of defined criteria pertaining to the cumulative payment of distributions and earnings per unit of the Partnership. As such, until all of the defined payment and earnings criteria were satisfied, the Class B units were not included in our calculation of either basic or diluted earnings per unit. As such, for the quarter ended June 30, 2014, the Class B units were included in our calculation of diluted earnings per unit. On August 15, 2014, the Class B units converted into common units, at which time income allocations commenced on such units and the common units were included in our calculation of basic and diluted earnings per unit.
The Partnership's historical financial information has been recast to consolidate Augusta and Blair for all periods presented. The amounts of incremental income or losses recast to periods prior to the Augusta Contribution and Blair Contribution are excluded from the calculation of net income per limited partner unit.
Income Taxes
The Partnership is a pass-through entity and is not considered a taxing entity for federal tax purposes. Therefore, there is not a provision for income taxes in the accompanying Condensed Consolidated Financial Statements. The Partnership's net income or loss is allocated to its partners in accordance with the partnership agreement. The partners are taxed individually on their share of the Partnership’s earnings. At December 31, 2015 and 2014 , the Partnership did not have any liabilities for uncertain tax positions or gross unrecognized tax benefit.
Related Party Transactions
Effective August 16, 2012, our sponsor entered into a Services Agreement with our General Partner, Hi-Crush Services and the Partnership, pursuant to which Hi-Crush Services provides certain management and administrative services to the Partnership to assist in operating the Partnership’s business. Under the Services Agreement, the Partnership reimburses Hi-Crush Services and its affiliates, on a monthly basis, for the allocable expenses it incurs in its performance under the Services Agreement. These expenses include, among other things, administrative, rent and other expenses for individuals and entities that perform services for the Partnership. Hi-Crush Services and its affiliates will not be liable to the Partnership for its performance of services under the Services Agreement, except for liabilities resulting from gross negligence. During the years ended December 31, 2015 , 2014 and 2013 , the Partnership incurred $4,404 , $9,421 and $5,122 , respectively, of management and administrative service expenses from Hi-Crush Services.
In the normal course of business, our sponsor and its affiliates, including Hi-Crush Services, and the Partnership may from time to time make payments on behalf of each other.

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As of December 31, 2015 and 2014 , an outstanding balance of $106,746 and $57,920 , respectively, payable to our sponsor, primarily for construction advances made to Blair, is maintained as a current liability under the caption “Due to sponsor”.
During the years ended December 31, 2015 and 2014 , the Partnership purchased $33,406 and $23,705 , respectively, of sand from Hi-Crush Whitehall LLC, a subsidiary of our sponsor and the entity that owns the sponsor's Whitehall facility, at a purchase price in excess of our production cost per ton.
During the years ended December 31, 2015 and 2014 , the Partnership purchased $2,754 and $1,385 , respectively, of sand from Goose Landing, LLC, a wholly owned subsidiary of Northern Frac Proppants II, LLC. The father of Mr. Alston, who is our general partner's Chief Operating Officer, owned a beneficial equity interest in Northern Frac Proppants II, LLC. The terms of the purchase price were the result of arm's length negotiations.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HI-CRUSH PARTNERS LP
INDEX TO FINANCIAL STATEMENTS
 
Page
Consolidated Balance Sheets  as of December 31, 2015 and 2014
Consolidated Statements of Operations  for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows  for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Partners' Capital for the period from January 1, 2013 to December 31, 2015

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Report of Independent Registered Public Accounting Firm

To the Board of Directors of Hi-Crush GP LLC
and Unitholders of Hi-Crush Partners LP

In our opinion, the accompanying consolidated balance sheets as of December 31, 2015 and 2014 and the related consolidated statements of operations, partners’ capital and cash flows present fairly, in all material respects, the financial position of Hi-Crush Partners LP and its subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015 based on criteria established in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Partnership's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Partnership's internal control over financial reporting based on our audits which were integrated audits in 2015 and 2014. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ PricewaterhouseCoopers LLP
Houston, Texas
February 23, 2016 , except for the effects of the merger of entities under common control discussed in Note 4, as to which the date is September 6, 2016 .


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HI-CRUSH PARTNERS LP
Consolidated Balance Sheets
(In thousands, except unit amounts)
 
December 31,
 
2015 (a)
 
2014 (a)
Assets
 
 
 
Current assets:
 
 
 
Cash
$
11,054

 
$
4,809

Restricted cash

 
691

Accounts receivable, net
41,477

 
82,117

Inventories
27,971

 
23,684

Prepaid expenses and other current assets
4,840

 
6,558

Total current assets
85,342

 
117,859

Property, plant and equipment, net
393,512

 
284,394

Goodwill and intangible assets, net
45,524

 
66,750

Other assets
14,184

 
12,826

Total assets
$
538,562

 
$
481,829

Liabilities, Equity and Partners' Capital
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
24,237

 
$
26,048

Accrued and other current liabilities
6,429

 
12,249

Due to sponsor
106,746

 
57,920

Current portion of long-term debt
3,258

 
2,000

Total current liabilities
140,670

 
98,217

Long-term debt
251,137

 
198,364

Asset retirement obligations
7,066

 
6,730

Total liabilities
398,873

 
303,311

Commitments and contingencies

 

Equity and Partners' Capital:
 
 
 
General partner interest

 

Limited partners interest, 36,959,970 and 36,952,426 units outstanding, respectively
134,096

 
175,857

Total partners' capital
134,096

 
175,857

Non-controlling interest
5,593

 
2,661

Total equity and partners' capital
139,689

 
178,518

Total liabilities, equity and partners' capital
$
538,562

 
$
481,829


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 4 .

See Notes to Consolidated Financial Statements.

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Table of Contents

HI-CRUSH PARTNERS LP
Consolidated Statements of Operations
(In thousands, except per unit amounts)
 
Year Ended December 31,
 
2015 (a)
 
2014 (a)(b)
 
2013 (b)
Revenues
$
339,640

 
$
386,547

 
$
178,970

Cost of goods sold (including depreciation, depletion and amortization)
261,371

 
225,984

 
95,884

Gross profit
78,269

 
160,563

 
83,086

Operating costs and expenses:
 
 
 
 
 
General and administrative expenses
24,890

 
26,451

 
19,096

Impairments and other expenses (Note 15)
25,659

 

 
47

Accretion of asset retirement obligations
336

 
246

 
228

Other operating income
(12,310
)
 

 

Income from operations
39,694

 
133,866

 
63,715

Other income (expense):
 
 
 
 
 
Interest expense
(13,903
)
 
(9,946
)
 
(3,671
)
Net income
25,791

 
123,920

 
60,044

Income attributable to non-controlling interest
(145
)
 
(955
)
 
(274
)
Net income attributable to Hi-Crush Partners LP
$
25,646

 
$
122,965

 
$
59,770

Earnings per limited partner unit:
 
 
 
 
 
Basic
$
0.73

 
$
3.09

 
$
2.08

Diluted
$
0.73

 
$
3.00

 
$
2.08


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 4 .
(b)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Augusta LLC. See Note 4 .
See Notes to Consolidated Financial Statements.

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Table of Contents

HI-CRUSH PARTNERS LP
Consolidated Statements of Cash Flows
(In thousands)
 
Year Ended December 31,
 
2015 (a)
 
2014 (a)(b)
 
2013 (b)
Operating activities:
 
 
 
 
 
Net income
$
25,791

 
$
123,920

 
$
60,044

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and depletion
12,270

 
8,858

 
6,132

Loss on disposal or impairments of property, plant and equipment
6,514

 

 
191

Amortization of intangible assets
2,620

 
5,186

 
3,687

Loss on impairment of intangible assets
18,606

 

 

Amortization of deferred charges into interest expense
2,293

 
1,264

 
463

Management fees paid by Member on behalf of Hi-Crush Augusta LLC

 
492

 
1,424

Accretion of asset retirement obligations
336

 
246

 
228

Unit-based compensation to independent directors and employees
2,983

 
1,470

 
100

Income from restricted cash

 

 
(2
)
Changes in operating assets and liabilities:
 
 
 
 
 
Accounts receivable
40,640

 
(44,675
)
 
(10,201
)
Prepaid expenses and other current assets
1,645

 
(4,837
)
 
(250
)
Inventories
(2,406
)
 
(1,738
)
 
(4,034
)
Other assets
(2,962
)
 
(2,974
)
 
(2,234
)
Accounts payable
(3,773
)
 
6,889

 
(4,201
)
Accrued and other current liabilities
(6,468
)
 
4,580

 
4,339

Due to sponsor
(14,440
)
 
5,584

 
10,352

Deferred revenue

 

 
(1,715
)
Net cash provided by operating activities
83,649

 
104,265

 
64,323

Investing activities:
 
 
 
 
 
Capital expenditures for property, plant and equipment
(121,358
)
 
(82,181
)
 
(10,630
)
Acquisition of Hi-Crush Augusta LLC

 
(224,250
)
 

Acquisition of D&I Silica LLC, net

 

 
(94,955
)
Restricted cash, net
691

 

 

Net cash used in investing activities
(120,667
)
 
(306,431
)
 
(105,585
)
Financing activities:
 
 
 
 
 
Proceeds from issuance of long-term debt
65,000

 
198,000

 
138,250

Repayment of long-term debt
(14,928
)
 
(139,750
)
 
(33,250
)
Proceeds from equity issuance, net

 
170,693

 

Proceeds from unit purchase program participants
403

 

 

Affiliate financing, net
63,266

 
41,984

 
5,615

Loan origination costs
(406
)
 
(7,120
)
 
(829
)
Redemption of common units

 
(19
)
 

Distributions paid
(70,072
)
 
(77,421
)
 
(58,414
)
Net cash provided by financing activities
43,263

 
186,367

 
51,372

Net increase (decrease) in cash
6,245

 
(15,799
)
 
10,110

Cash at beginning of period
4,809

 
20,608

 
10,498

Cash at end of period
$
11,054

 
$
4,809

 
$
20,608

Non-cash investing and financing activities:
 
 
 
 
 
Increase (decrease) in accounts payable and accrued liabilities for additions to property, plant and equipment
$
1,962

 
$
9,051

 
$
(1,994
)
Affiliate debts converted into non-controlling interest

 

 
38,172

Issuance of common units for acquisition of D&I Silica, LLC

 

 
37,538

Debt financed capital expenditures
3,676

 
3,676

 

Increase in accrued distribution equivalent rights
245

 

 

Expense paid by Member on behalf of Hi-Crush Blair LLC
2,787

 
182

 

Increase in property, plant and equipment for asset retirement obligations

 
1,857

 

Cash paid for interest
$
11,610

 
$
8,682

 
$
3,123

(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 4 .
(b)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Augusta LLC. See Note 4 .
See Notes to Consolidated Financial Statements.

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Table of Contents

HI-CRUSH PARTNERS LP
Consolidated Statements of Partners’ Capital
(In thousands)
 
General Partner Capital
 
Sponsor Class B Units
 
Limited Partners
 
 
 
 
 
 
 
Common Unit 
Capital    
 
Sponsor Subordinated Unit Capital    
 
Total Limited Partner Capital    
 
Total Partner 
Capital
 
Non-Controlling Interest
 
Total Equity and Partners Capital
Balance at January 1, 2013
$

 
$

 
$
47,566

 
$
47,563

 
$
95,129

 
$
95,129

 
$
(2
)
 
$
95,127

Issuance of 5,522 common units to independent directors

 

 
100

 

 
100

 
100

 

 
100

Issuance of 1,578,947 common units in acquisition of D&I Silica, LLC

 

 
37,358

 

 
37,358

 
37,358

 

 
37,358

Conversion of advances to Hi-Crush Proppants LLC (b)

 
9,543

 

 

 

 
9,543

 
38,172

 
47,715

Management fees paid by sponsor on behalf of the Partnership (b)

 

 

 

 

 

 
1,424

 
1,424

Distributions (b)

 

 
(27,656
)
 
(26,121
)
 
(53,777
)
 
(53,777
)
 
(4,637
)
 
(58,414
)
Net income (b)

 

 
30,953

 
28,817

 
59,770

 
59,770

 
274

 
60,044

Balance at December 31, 2013

 
9,543

 
88,321

 
50,259

 
138,580

 
148,123

 
35,231

 
183,354

Issuance of 12,554 common units to independent directors and employees

 

 
458

 

 
458

 
458

 

 
458

Unit-based compensation expense

 

 
1,109

 

 
1,109

 
1,109

 

 
1,109

Management fees paid by sponsor on behalf of the Partnership (b)

 

 

 

 

 

 
492

 
492

Issuance of 4,325,000 common units, net

 

 
170,693

 

 
170,693

 
170,693

 

 
170,693

Acquisition of 390,000 common units of Hi-Crush Augusta LLC

 

 
(111,794
)
 
(78,257
)
 
(190,051
)
 
(190,051
)
 
(34,199
)
 
(224,250
)
Redemption of 299 common units

 

 
(19
)
 

 
(19
)
 
(19
)
 

 
(19
)
Conversion of Class B units into 3,750,000 common units

 
(9,543
)
 
9,543

 

 
9,543

 

 

 

Non-cash contributions by sponsor (a)

 

 

 

 

 

 
182

 
182

Distributions (b)
(863
)
 

 
(46,073
)
 
(30,485
)
 
(76,558
)
 
(77,421
)
 

 
(77,421
)
Net income (a)(b)
863

 

 
72,342

 
49,760

 
122,102

 
122,965

 
955

 
123,920

Balance at December 31, 2014

 

 
184,580

 
(8,723
)
 
175,857

 
175,857

 
2,661

 
178,518

Issuance of 6,344 common units to directors

 

 
200

 

 
200

 
200

 

 
200

Conversion of subordinated units to common units (a)

 

 
(21,393
)
 
21,393

 

 

 

 

Unit-based compensation expense

 

 
2,710

 

 
2,710

 
2,710

 

 
2,710

Distributions, including distribution equivalent rights
(2,622
)
 

 
(42,802
)
 
(24,893
)
 
(67,695
)
 
(70,317
)
 

 
(70,317
)
Non-cash contributions by sponsor (a)

 

 

 

 

 

 
2,787

 
2,787

Net income (a)
2,622

 

 
10,801

 
12,223

 
23,024

 
25,646

 
145

 
25,791

Balance at December 31, 2015
$

 
$

 
$
134,096

 
$

 
$
134,096

 
$
134,096

 
$
5,593

 
$
139,689

(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 4 .
(b)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Augusta LLC. See Note 4 .

See Notes to Consolidated Financial Statements.

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Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)



1. Business and Organization
Hi-Crush Partners LP (together with its subsidiaries, the “Partnership”, "we", "us" or "our") is a Delaware limited partnership formed on May 8, 2012 to acquire selected sand reserves and related processing and transportation facilities of Hi-Crush Proppants LLC. The Partnership is engaged in the excavation and processing of raw frac sand for use in hydraulic fracturing operations for oil and natural gas wells. In connection with its formation, the Partnership issued a non-economic general partner interest to Hi-Crush GP LLC (the “General Partner”), and a 100% limited partner interest to Hi-Crush Proppants LLC (the “sponsor”), its organizational limited partner.
On January 31, 2013, the Partnership entered into an agreement with the sponsor to acquire a preferred interest in Hi-Crush Augusta LLC ("Augusta"), the entity that owned the sponsor’s Augusta raw frac sand processing facility, for $37,500 in cash and 3,750,000 newly issued convertible Class B units in the Partnership (See Augusta Contribution below). The sponsor did not receive distributions on the Class B units until they converted into common units. The conditions precedent to conversion of the Class B units were satisfied upon payment of our distribution on August 15, 2014 and, upon such payment, the sponsor, who was the sole owner of our Class B units, elected to convert all of the 3,750,000 Class B units into common units on a one-for-one basis. The sponsor received a per unit distribution on the converted common units for the second quarter of 2014 in an amount equal to the per unit distribution that was paid to all the common and subordinated units for the same period. The 3,750,000 converted common units were sold to the public on August 15, 2014.
On June 10, 2013, the Partnership acquired an independent frac sand supplier, D & I Silica, LLC (“D&I”), transforming the Partnership into an integrated Northern White frac sand producer, transporter, marketer and distributor. The Partnership acquired D&I for $95,159 in cash and 1,578,947 common units (See Note 4 Business Combinations ). Founded in 2006, D&I was the largest independent frac sand supplier to the oil and gas industry drilling in the Marcellus and Utica shales.
On April 8, 2014, the Partnership entered into a contribution agreement with the sponsor to acquire substantially all of the remaining equity interests in the sponsor’s Augusta facility for cash consideration of $224,250 (the “Augusta Contribution”). To finance the Augusta Contribution and refinance the Partnership’s revolving credit agreement, (i) on April 8, 2014, the Partnership commenced a primary public offering of 4,250,000 common units representing limited partnership interests in the Partnership and (ii) on April 28, 2014, the Partnership entered into a $200,000 senior secured term loan facility with certain lenders. The Partnership’s primary public offering closed on April 15, 2014. On May 9, 2014, the Partnership issued an additional 75,000 common units pursuant to the partial exercise of the underwriters' over-allotment option in connection with the April 2014 primary public offering. Net proceeds to the Partnership from the primary offering and the exercise of the over-allotment option totaled $170,693 . Upon receipt of the proceeds from the public offering on April 15, 2014, the Partnership paid off the outstanding balance of $124,750 under its revolving credit agreement. The Augusta Contribution closed on April 28, 2014, and at closing, the Partnership’s preferred equity interest in Augusta was converted into common equity interests of Augusta. Following the Augusta Contribution, the Partnership owned 98.0% of Augusta’s common equity interests. In addition, on April 28, 2014, the Partnership entered into a $150,000 senior secured revolving credit agreement with various financial institutions by amending and restating its prior $200,000 revolving credit agreement (See Note 8 - Long-Term Debt ).
On August 9, 2016 , the Partnership entered into a contribution agreement with the sponsor to acquire all of the outstanding membership interests in Hi-Crush Blair LLC ("Blair"), the entity that owns our sponsor's Blair facility (the "Blair Contribution"). Refer to Note 4 for additional disclosure regarding the Blair Contribution.

2. Basis of Presentation
The consolidated financial statements include results of operations and cash flows for D&I prospectively from June 11, 2013.
The Augusta Contribution and Blair Contribution were accounted for as transactions between entities under common control whereby Augusta and Blair's net assets were recorded at their historical cost. Therefore, the Partnership's historical financial information has been recast to combine Augusta and Blair with the Partnership as if the combination had been in effect since inception of the common control. Refer to Note 4 for additional disclosure regarding the Augusta Contribution and the Blair Contribution.


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Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


3. Significant Accounting Policies
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The more significant estimates relate to purchase accounting allocations and valuations, estimates and assumptions for our mineral reserves and its impact on calculating our depreciation and depletion expense under the units-of-production depreciation method, assessing potential impairment of long-lived assets, estimating potential loss contingencies, inventory valuation, valuation of unit based compensation and estimated cost of future asset retirement obligations. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less.
Restricted Cash
The Partnership pledged cash escrow accounts for the benefit of the Pennsylvania Department of Transportation, Bureau of Rail Freight, Ports and Waterways (the “Bureau”) to guarantee performance on rail improvement projects partially funded by the Bureau. The funds were released when the project was completed during 2015.
Accounts Receivable
Trade receivables relate to sales of raw frac sand and related services for which credit is extended based on the customer’s credit history and are recorded at the invoiced amount and do not bear interest. The Partnership regularly reviews the collectability of accounts receivable. When it is probable that all or part of an outstanding balance will not be collected, the Partnership establishes or adjusts an allowance as necessary using the specific identification method. Account balances are charged against the allowance after all means of collection have been exhausted and potential recovery is considered remote. As of December 31, 2015 and 2014 , the Partnership maintained an allowance for doubtful accounts of $663 and $984 , respectively.
Deferred Charges
Certain direct costs incurred in connection with debt financing have been capitalized and are being amortized using the straight-line method, which approximates the effective interest method, over the life of the debt. Amortization expense is included in interest expense and was $2,293 , $1,264 and $463 for the years ended December 31, 2015 , 2014 and 2013 , respectively.
On November 5, 2015, we amended our revolving credit agreement. As a result of this modification, we accelerated amortization of $662 representing a portion of the remaining unamortized balance of debt issuance costs. Refer to Note 8 - Long-Term Debt for additional disclosure on our revolver credit agreement.
The following is a summary of future amortization expense associated with deferred charges:
For the years ending December 31,
 
2016
$
1,284

2017
1,282

2018
1,282

2019
971

2020
816

Thereafter
272

Total
$
5,907

Inventories
Sand inventory is stated at the lower of cost or market using the average cost method.
Inventory manufactured at our plant facilities includes direct excavation costs, processing costs, overhead allocation, depreciation and depletion. Stockpile tonnages are calculated by measuring the number of tons added and removed from the stockpile. Tonnages are verified periodically by an independent surveyor. Costs are calculated on a per ton basis and are applied to the stockpile based on the number of tons in the stockpile.

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Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Inventory transported for sale at our terminal facilities includes the cost of purchased or manufactured sand, plus transportation related charges.
Spare parts inventory includes critical spares, materials and supplies. We account for spare parts on a first-in, first-out basis, and value the inventory at the lower of cost or market. Detail reviews are performed related to the net realizable value of the spare parts inventory, giving consideration to quality, excessive levels, obsolescence and other factors.
Property, Plant and Equipment
Additions and improvements occurring through the normal course of business are capitalized at cost. When assets are retired or disposed of, the cost and the accumulated depreciation and depletion are eliminated from the accounts and any gain or loss is reflected in the income statement. Expenditures for normal repairs and maintenance are expensed as incurred. Construction-in-progress is primarily comprised of machinery and equipment which has not been placed in service.
Mine development costs include engineering, mineralogical studies, drilling and other related costs to develop the mine, the removal of overburden to initially expose the mineral and building access ways. Exploration costs are expensed as incurred and classified as exploration expense. Capitalization of mine development project costs begins once the deposit is classified as proven and probable reserves.
Drilling and related costs are capitalized for deposits where proven and probable reserves exist and the activities are directed at obtaining additional information on the deposit or converting non-reserve minerals to proven and probable reserves and the benefit is to be realized over a period greater than one year.
Mining property and development costs are amortized using the units-of-production method on estimated measured tons in in-place reserves. The impact of revisions to reserve estimates is recognized on a prospective basis.
Capitalized costs incurred during the year for major improvement and capital projects that are not placed in service are recorded as construction-in-progress. Construction-in-progress is not depreciated until the related assets or improvements are ready to be placed in service. We capitalize interest cost as part of the historical cost of constructing an asset and preparing it for its intended use. These interest costs are included in the property, plant and equipment line in the balance sheet.
Fixed assets other than plant facilities and buildings associated with productive, depletable properties are carried at historical cost and are depreciated using the straight-line method over the estimated useful lives of the assets, as follows:
Computer equipment
3 years
Furniture and fixtures
7 years
Vehicles
5 years
Equipment
5-15 years
Rail spur and asset retirement obligations
17-33 years
Rail and rail equipment
15-20 years
Transload facilities and equipment
15-20 years
Plant facilities and buildings associated with productive, depletable properties that contain frac sand reserves are carried at historical cost and are depreciated using the units-of-production method. Units-of-production rates are based on the amount of proved developed frac sand reserves that are estimated to be recoverable from existing facilities using current operating methods.
Impairment of Long-lived Assets
Recoverability of investments in property, plant and equipment, and mineral rights is evaluated annually. Estimated future undiscounted net cash flows are calculated using estimates of proven and probable sand reserves, estimated future sales prices (considering historical and current prices, price trends and related factors) and operating costs and anticipated capital expenditures. Reductions in the carrying value of our investment are only recorded if the undiscounted cash flows are less than our book basis in the applicable assets.
Impairment losses are recognized based on the extent that the remaining investment exceeds the fair value, which is determined based upon the estimated future discounted net cash flows to be generated by the property, plant and equipment and mineral rights.
Management’s estimates of prices, recoverable proven and probable reserves and operating and capital costs are subject to certain risks and uncertainties which may affect the recoverability of our investments in property, plant and equipment. Although management has made its best estimate of these factors based on current conditions, it is reasonably possible that changes could occur in the near term, which could adversely affect management’s estimate of the net cash flows expected to be generated from its operating property.

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Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


During the year ended December 31, 2015 , we elected to idle five destination transload facilities and three rail origin transload facilities.  In addition, to consolidate our administrative functions, we have closed down an office facility in Pennsylvania. As a result of these actions, we recognized an impairment of $6,186 related to the write-down of transload and office facilities' assets to their net realizable value. No impairment charges were recorded during the years ended December 31, 2014 and 2013 .
Goodwill and Intangible Assets
Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Partnership performs an assessment of the recoverability of goodwill during the third quarter of each fiscal year, or more often if events or circumstances indicate the impairment of an asset may exist. Our assessment of goodwill is based on qualitative factors to determine whether the fair value of the reporting unit is more likely than not less than the carrying value. An additional quantitative impairment analysis is completed if the qualitative analysis indicates that the fair value is not substantially in excess of the carrying value. The quantitative analysis determines the fair value of the reporting unit based on the discounted cash flow method and relative market-based approaches.
During 2015, global oil and natural gas commodity prices, particularly crude oil, significantly decreased as compared to 2014. This decrease in commodity prices has had, and is expected to continue to have, a negative impact on industry drilling and well completion activity, which affects the demand for frac sand.  We expect that these circumstances may continue to negatively affect our revenues, net income and cash generated from operations into 2016.
We performed our annual assessment of the recoverability of goodwill during the third quarter of 2015. Although we have seen a significant decrease in the price of our common units since August 2014, which has resulted in an overall reduction in our market capitalization, our market capitalization exceeded our recorded net book value as of September 30, 2015.  We updated our internal business outlook of the D&I reporting unit to consider the current economic environment that affects our operations. As part of the first step of goodwill impairment testing, we updated our assessment of our future cash flows, applying expected long-term growth rates, discount rates, and terminal values that we consider reasonable. We calculated a present value of the cash flows to arrive at an estimate of fair value under the income approach, and then used the market approach to corroborate this value. As a result of these estimates, we determined that there was no impairment of goodwill.
Uncertain market conditions for frac sand resulting from current oil and natural gas prices continue. Should energy industry conditions further deteriorate, there is a possibility that the $33,745 of goodwill resulting from the acquisition of D&I in 2013 may be impaired in a future period.  Any resulting non-cash impairment charges to earnings may be material. Specific uncertainties affecting our estimated fair value include the impact of competition, the prices of frac sand, future overall activity levels and demand for frac sand, the activity levels of our significant customers, and other factors affecting the rate of our future growth. These factors were reviewed and assessed during the fourth quarter of 2015 and will continue to be assessed going forward. Additional adverse developments with regard to these factors could have a further negative impact on our fair value.
The Partnership amortizes the cost of other intangible assets on a straight line basis over their estimated useful lives, ranging from 1 to 20 years. An impairment assessment is performed if events or circumstances occur and may result in the change of the useful lives of the intangible assets. During the year ended December 31, 2015 , we completed an impairment assessment of the intangible asset associated with the Sand Supply Agreement.  Given current market conditions, coupled with our ability to source sand from our sponsor on more favorable terms, we determined that the fair value of the agreement was less than its carrying value, resulting in an impairment of $18,606 . Refer to Note 15 for additional disclosure on impairments.
Revenue Recognition
Frac sand sales revenues are recognized when legal title passes to the customer, which may occur at the production facility, rail origin or at the destination terminal. At that point, delivery has occurred, evidence of a contractual arrangement exists and collectability is reasonably assured. Amounts received from customers in advance of sand deliveries are recorded as deferred revenue. Revenue from make-whole provisions in our customer contracts is recognized at the end of the defined cure period.
A substantial portion of our frac sand is sold to customers with whom we have long-term supply agreements, the current terms of which expire between 2017 and 2021 . The agreements define, among other commitments, the volume of product that the Partnership must provide, the price that will be charged to the customer, and the volume that the customer must purchase by the end of the defined cure periods, which can range from three months to the end of a contract year.
Transportation services revenues are recognized as the services have been completed, meaning the related services have been rendered. At that point, delivery of service has occurred, evidence of a contractual arrangement exists and collectability is reasonably assured. Amounts received from customers in advance of transportation services being rendered are recorded as deferred revenue.

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Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Asset Retirement Obligations
In accordance with Accounting Standards Codification (“ASC”) 410-20, Asset Retirement Obligations , we recognize reclamation obligations when incurred and record them as liabilities at fair value. In addition, a corresponding increase in the carrying amount of the related asset is recorded and depreciated over such asset’s useful life. The reclamation liability is accreted to expense over the estimated productive life of the related asset and is subject to adjustments to reflect changes in value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs.
Fair Value of Financial Instruments
The amounts reported in the balance sheet as current assets or liabilities, including cash, accounts receivable, accounts payable, accrued and other current liabilities approximate fair value due to the short-term maturities of these instruments. The fair value of the senior secured term loan approximated $151,305 as of December 31, 2015 , based on the market price quoted from external sources, compared with a carrying value of $196,500 . If the senior secured term loan was measured at fair value in the financial statements, it would be classified as Level 2 in the fair value hierarchy.
Net Income per Limited Partner Unit
We have identified the sponsor’s incentive distribution rights as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the partnership agreement. Net income per unit applicable to limited partners is computed by dividing limited partners’ interest in net income, after deducting any sponsor incentive distributions, by the weighted-average number of outstanding limited partner units. Through March 31, 2014, basic and diluted net income per unit were the same as there were no potentially dilutive common or subordinated units outstanding.
Through August 15, 2014, the 3,750,000 Class B units outstanding did not have voting rights or rights to share in the Partnership’s periodic earnings, either through participation in its distributions or through an allocation of its undistributed earnings or losses, and so were not deemed to be participating securities in their form as Class B units. In addition, the conversion of the Class B units into common units was fully contingent upon the satisfaction of defined criteria pertaining to the cumulative payment of distributions and earnings per unit of the Partnership as described in Note 9 . As such, until all of the defined payment and earnings criteria were satisfied, the Class B units were not included in our calculation of either basic or diluted earnings per unit. As such, for the quarter ended June 30, 2014, the Class B units were included in our calculation of diluted earnings per unit. On August 15, 2014, the Class B units converted into common units, at which time income allocations commenced on such units and the common units were included in our calculation of basic and diluted earnings per unit.
As described in Note 2 , the Partnership's historical financial information has been recast to consolidate Augusta and Blair for all periods presented. The amounts of incremental income or losses recast to periods prior to the Augusta Contribution and the Blair Contribution are excluded from the calculation of net income per limited partner unit.
Income Taxes
The Partnership is a pass-through entity and is not considered a taxing entity for federal tax purposes. Therefore, there is not a provision for income taxes in the accompanying Consolidated Financial Statements. The Partnership’s net income or loss is allocated to its partners in accordance with the partnership agreement. The partners are taxed individually on their share of the Partnership’s earnings. At December 31, 2015 and 2014 , the Partnership did not have any liabilities for uncertain tax positions or gross unrecognized tax benefit.
Recent Accounting Pronouncements
In July 2015, the FASB issued Accounting Standards Update No. 2015-11, which specifies that all inventory, excluding inventory that is measured using the last-in, first-out method or the retail inventory method, be measured at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendment is effective for the Partnership beginning in the first quarter of 2017, with early adoption permitted, and should be applied prospectively. The Partnership is currently assessing the impact that adopting this new accounting guidance will have on its Consolidated Financial Statements and footnote disclosures, but does not anticipate that adoption will have a material impact on its financial position, results of operations or cash flows.

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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


In April 2015, the FASB issued Accounting Standards Update No. 2015-06, which specifies that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the drop down transaction. In addition, the standard requires additional qualitative disclosures about how the rights to the earnings (losses) differ before and after the drop down transaction occurs for purposes of computing earnings per unit under the two-class method. The new accounting guidance is effective for the Partnership beginning in the first quarter of 2016, and should be applied retrospectively. Adoption of this new accounting guidance will not have a material impact on the Partnerships financial position, results of operations or cash flows.
In April 2015, the FASB issued Accounting Standards Update No. 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The new accounting guidance is effective for the Partnership beginning in the first quarter of 2016, at which time any debt issuance costs associated with debt liabilities will be presented as a direct deduction from the carrying amount of the debt liability. However, debt issuance costs associated with any revolving credit facility will remain an asset within the Consolidated Balance Sheets.
In February 2015, the FASB issued Accounting Standards Update No. 2015-02, which is intended to improve upon and simplify the consolidation assessment required to evaluate whether organizations should consolidate certain legal entities such as limited partnerships, limited liability companies, and securitization structures. The new accounting guidance is effective for the Partnership beginning in the first quarter of 2016. The Partnership anticipates that the adoption of this amended guidance will not materially affect its financial position, results of operations or cash flows.

4. Business Combinations
Acquisition of Hi-Crush Blair LLC
On August 9, 2016 , the Partnership entered into an agreement with our sponsor to acquire all of the outstanding membership interests in Blair, the entity that owns our sponsor’s Blair facility, for $75,000 in cash, 7,053,292 of newly issued common units in the Partnership, and pay up to $10,000 of contingent earnout consideration (the "Blair Contribution"). This transaction closed on August 31, 2016 .
As a result of this transaction, the Partnership's historical financial information has been recast to combine the Consolidated Statements of Operations and the Consolidated Balance Sheets of the Partnership with those of Blair as if the combination had been in effect since inception of common control on July 31, 2014. Any material transactions between the Partnership and Blair have been eliminated. The balance of non-controlling interest as of December 31, 2015 includes the sponsor's interest in Blair prior to the combination. Except for the combination of the Consolidated Statements of Operations and the respective allocation of recast net income (loss), capital transactions between the sponsor and Blair prior to August 31, 2016 have not been allocated on a recast basis to the Partnership’s unitholders. Such transactions are presented within the non-controlling interest column in the Consolidated Statement of Partners' Capital as the Partnership and its unitholders would not have participated in these transactions.
Acquisition of Hi-Crush Augusta LLC
On January 31, 2013, the Partnership entered into an agreement with our sponsor to acquire 100,000 preferred units in Augusta, the entity that owned our sponsor’s Augusta facility, for $37,500 in cash and 3,750,000 newly issued convertible Class B units in the Partnership. In connection with this acquisition, the Partnership incurred $451 of acquisition related costs during the year ended December 31, 2013, included in general and administrative expenses.
On April 28, 2014, the Partnership acquired 390,000 common units in Augusta for cash consideration of $224,250 . In connection with this acquisition, the Partnership’s preferred equity interest in Augusta was converted into 100,000 common units of Augusta. Following this transaction, the Partnership maintains a 98.0% controlling interest in Augusta’s common units, with the sponsor owning the remaining 2.0% of common units. In connection with this acquisition, the Partnership incurred $768 of acquisition related costs during the year ended December 31, 2014, included in general and administrative expenses.
The Augusta Contribution was accounted for as a transaction between entities under common control whereby Augusta's net assets were recorded at their historical cost. The difference between the consideration paid and the recast historical cost of the net assets acquired was allocated in accordance with the partnership agreement to the common and subordinated unitholders based on their respective number of units outstanding as of April 28, 2014. However, this deemed distribution did not affect the tax basis capital accounts of the common and subordinated unitholders.

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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


The Partnership's historical financial information was recast to combine the Consolidated Statements of Operations and the Consolidated Balance Sheets of the Partnership with those of Augusta as if the combination had been in effect since inception of common control. Any material transactions between the Partnership and Augusta have been eliminated. The balance of non-controlling interest as of December 31, 2013 includes the sponsor's interest in Augusta prior to the combination. Except for the combination of the Consolidated Statements of Operations and the respective allocation of recast net income between the controlling and non-controlling interest, capital transactions between the sponsor and Augusta prior to April 28, 2014 have not been allocated on a recast basis to the common and subordinated unitholders. Such transactions are presented within the non-controlling interest column in the Consolidated Statement of Partners' Capital as the Partnership and its unitholders would not have participated in these transactions.
The following table summarizes the carrying value of Augusta's assets as of April 28, 2014, and the allocation of the cash consideration paid:
Net assets of Hi-Crush Augusta LLC as of April 28, 2014:
 
Cash
$
1,035

Accounts receivable
9,816

Inventories
4,012

Prepaid expenses and other current assets
114

Due from Hi-Crush Partners LP
1,756

Property, plant and equipment
84,900

Accounts payable
(3,379
)
Accrued liabilities and other current liabilities
(2,926
)
Due to sponsor
(4,721
)
Asset retirement obligation
(2,993
)
Total carrying value of Augusta's net assets
$
87,614

 
 
Allocation of purchase price
 
Carrying value of sponsor's non-controlling interest prior to Augusta Contribution
$
35,951

Less: Carrying value of 2% of non-controlling interest retained by sponsor
(1,752
)
Purchase price allocated to non-controlling interest acquired
34,199

Excess purchase price over the historical cost of the acquired non-controlling interest (a)
190,051

Cost of Augusta acquisition
$
224,250

(a) The deemed distribution attributable to the excess purchase price was allocated to the common and subordinated unitholders based on the respective number of units outstanding as of April 28, 2014.
Recast Financial Results
The following tables present our recasted revenues, net income (loss) and net income attributable to Hi-Crush Partners LP per limited partner unit giving effect to the Augusta Contribution and the Blair Contribution, as reconciled to the revenues, net income (loss) and net income attributable to Hi-Crush Partners LP per limited partnership unit of the Partnership.
 
Year Ended December 31, 2015
 
Partnership
 
 
 
 
 
Partnership
 
Historical
 
Blair
 
Eliminations
 
Recast
Revenues
$
339,640

 
$

 
$

 
$
339,640

Net income (loss)
$
28,410

 
$
(2,619
)
 
$

 
$
25,791

Net income attributable to Hi-Crush Partners LP per limited partner unit - basic
$
0.73

 
 
 
 
 
$
0.66



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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


 
Year Ended December 31, 2014
 
Partnership
 
 
 
 
 
 
 
Partnership
 
Historical
 
Augusta
 
Blair
 
Eliminations
 
Recast
Revenues
$
365,347

 
$
25,356

 
$

 
$
(4,156
)
 
$
386,547

Net income (loss)
$
120,484

 
$
11,398

 
$
(105
)
 
$
(7,857
)
 
$
123,920

Net income attributable to Hi-Crush Partners LP per limited partner unit - basic
$
3.09

 
 
 
 
 
 
 
$
3.14

 
Year Ended December 31, 2013
 
Partnership
 
 
 
 
 
Partnership
 
Historical
 
Augusta
 
Eliminations
 
Recast
Revenues
$
141,742

 
$
41,630

 
$
(4,402
)
 
$
178,970

Net income (loss)
$
58,562

 
$
13,681

 
$
(12,199
)
 
$
60,044

Net income attributable to Hi-Crush Partners LP per limited partner unit - basic
$
2.08

 
 
 
 
 
$
2.12

Acquisition of D & I Silica, LLC
On June 10, 2013, the Partnership acquired D&I, an independent frac sand supplier, transforming the Partnership into an integrated Northern White frac sand producer, transporter, marketer and supplier. The Partnership acquired D&I for $95,159 in cash and 1,578,947 common units, valued at $37,358 as of June 10, 2013.
The acquisition was accounted for under the acquisition method of accounting whereby management assessed the net assets acquired and recognized amounts for the identified assets acquired and liabilities assumed.
The total purchase price of $132,517 was allocated to the net assets acquired as follows:
Assets acquired:
 
Cash
$
204

Restricted cash
688

Accounts receivable
17,908

Inventories
10,372

Prepaid expenses and other current assets
809

Property, plant and equipment
39,242

Intangible assets
41,878

Goodwill
33,745

Other assets
113

Total assets acquired
$
144,959

Liabilities assumed:
 
Accounts payable
$
11,646

Accrued liabilities and other current liabilities
796

Total liabilities assumed
12,442

Fair value of net assets acquired
$
132,517

The operations of D&I have been included in the financial statements prospectively from June 11, 2013. In connection with this acquisition, the Partnership incurred $1,728 of acquisition-related costs, as included in general and administrative expenses during the year ended December 31, 2013.
The following tables summarize the supplemental Consolidated Statements of Operations information on an unaudited pro forma basis as if the acquisition had been included in our results for the year ended December 31, 2013. The tables include adjustments that were directly attributable to the acquisition or are not expected to have a future impact on the Partnership. The pro forma results are for illustrative purposes only and are not intended to be indicative of the actual results that would have occurred should the transaction have been consummated at the beginning of the period, nor are they indicative of future results of operations.

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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Pro Forma Financial Information for the:
 
Year Ended December 31, 2013
Revenues
$
234,022

Net income
$
69,895

Net income per limited partner unit – basic and diluted
$
2.37

The pro forma financial information includes the impact of the following pro forma adjustments:
Adjustments Utilized to Prepare the Pro Forma Financial Information for the:
Debit / (Credit)
Year Ended December 31, 2013
Acquisition related expenses
$
(4,775
)
Other general and administrative expenses
(117
)
Interest expense on debt issued to fund acquisition
1,226

Depreciation and amortization expense
(8
)
Increase in weighted average common units outstanding
696,467


5. Goodwill and Intangible Assets
Changes in goodwill and intangible assets consisted of the following:
 
Goodwill
 
Intangible Assets
Balance at December 31, 2013
$
33,745

 
$
38,191

Amortization expense

 
(5,186
)
Balance at December 31, 2014
33,745

 
33,005

Loss on impairment (Note 15)

 
(18,606
)
Amortization expense

 
(2,620
)
Balance at December 31, 2015
$
33,745

 
$
11,779

Goodwill
As of December 31, 2015 , the Partnership had goodwill of $33,745 based on the allocation of the purchase price of its acquisition of D&I.
Intangible Assets
Intangible assets arising from the acquisition of D&I consisted of the following:
 
 
 
December 31,
 
Useful life
 
2015
 
2014
Supplier agreements
1-20 Years
 
$
21,997

 
$
21,997

Customer contracts and relationships
1-10 Years
 
18,132

 
18,132

Other intangible assets
1-3 Years
 
1,749

 
1,749

Intangible assets
 
 
41,878

 
41,878

Less: Accumulated amortization and impairments
 
 
(30,099
)
 
(8,873
)
Intangible assets, net
 
 
$
11,779

 
$
33,005


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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Amortization expense was $2,620 and $5,186 for the years ended December 31, 2015 and 2014 , respectively. The weighted average remaining life of intangible assets was 7 years as of December 31, 2015 .
During the year ended December 31, 2015 , we completed an impairment assessment of the intangible asset associated with the Sand Supply Agreement.  Given current market conditions, coupled with our ability to source sand from our sponsor on more favorable terms, we determined that the fair value of the agreement was less than its carrying value, resulting in an impairment of $18,606 . Refer to Note 15 for additional disclosure on impairments.
As of December 31, 2015 , future amortization is as follows:
Fiscal Year
Amortization
2016
$
1,682

2017
1,682

2018
1,682

2019
1,682

2020
1,682

Thereafter
3,369

 
$
11,779


6. Inventories
Inventories consisted of the following:
 
December 31,
 
2015
 
2014
Raw material
$

 
$
63

Work-in-process
11,827

 
8,892

Finished goods
13,960

 
13,441

Spare parts
2,184

 
1,288

Inventories
$
27,971

 
$
23,684


7. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
 
December 31,
 
2015
 
2014
Buildings
$
5,519

 
$
3,930

Mining property and mine development
79,244

 
70,466

Plant and equipment
151,582

 
134,870

Rail and rail equipment
29,300

 
23,161

Transload facilities and equipment
62,557

 
31,742

Construction-in-progress
102,464

 
38,089

Property, plant and equipment
430,666

 
302,258

Less: Accumulated depreciation and depletion
(37,154
)
 
(17,864
)
Property, plant and equipment, net
$
393,512

 
$
284,394

Depreciation and depletion expense, was $12,270 , $8,858 and $6,132 for the years ended December 31, 2015 , 2014 and 2013 , respectively.
The Partnership recognized a (gain) loss on the disposal of fixed assets of $72 , $(15) and $191 during the years ended December 31, 2015 , 2014 and 2013 , respectively.

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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


During the year ended December 31, 2015, we elected to temporarily idle the Augusta facility. No impairment was recorded related to the Augusta facility. The Partnership recognized an impairment of $6,186 related to the write-down of transload and office facilities' assets to their net realizable value and we recognized expense of $256 related to the abandonment of certain transload construction projects during the year ended December 31, 2015 . These expenses are included in impairments and other expenses in our Consolidated Statements of Operations. Refer to Note 15 for additional disclosure on impairments and other expenses.

8. Long-Term Debt
Long-term debt consisted of the following:
 
December 31,
 
2015
 
2014
Term Loan Credit Facility
$
194,971

 
$
196,688

Revolving Credit Agreement
52,500

 

Other notes payable
6,924

 
3,676

Less: current portion of long-term debt
(3,258
)
 
(2,000
)
Long-term debt
$
251,137

 
$
198,364

Revolving Credit Facility
On August 21, 2012, the Partnership entered into a credit agreement (the “Prior Credit Agreement”) providing for a $100,000 senior secured revolving credit facility (the “Prior Credit Facility”). In connection with our acquisition of a preferred interest in Augusta, on January 31, 2013, the Partnership entered into a consent and first amendment to the Prior Credit Agreement whereby the lending banks, among other things, agreed to amend the Prior Credit Agreement to permit the acquisition by the Partnership of a preferred equity interest in Hi-Crush Augusta LLC. On May 9, 2013, in connection with our acquisition of D&I, the Partnership entered into a commitment increase agreement and second amendment to the Prior Credit Agreement whereby the lending banks, among other things, consented to the increase of the aggregate commitments by $100,000 to a total of $200,000 and addition of lenders to the lending bank group. The outstanding balance of the Prior Credit Facility was paid in full on April 15, 2014 .
On April 28, 2014, the Partnership replaced the Prior Credit Facility by entering into an amended and restated credit agreement (the "Revolving Credit Agreement"). The Revolving Credit Agreement is a senior secured revolving credit facility that permits aggregate borrowings of up to $150,000 , including a $25,000 sublimit for letters of credit and a $10,000 sublimit for swing line loans. The Revolving Credit Agreement matures on April 28, 2019 . On November 5, 2015, the Partnership entered into a second amendment (the "Second Amendment") to the Revolving Credit Agreement. The Second Amendment provides for a reduction in the commitment level from $150,000 to $100,000 .
The Revolving Credit Agreement is secured by substantially all assets of the Partnership. In addition, the Partnership's subsidiaries have guaranteed the Partnership's obligations under the Revolving Credit Agreement and have granted to the revolving lenders security interests in substantially all of their respective assets.
Borrowings under the Second Amendment to our Revolving Credit Agreement bear interest at a rate equal to a Eurodollar rate plus an applicable margin of 4.50% per annum through June 30, 2017 (the "Effective Period").

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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


The Second Amendment to our Revolving Credit Agreement waives the compliance of customary financial covenants, which are a leverage ratio and minimum interest coverage ratio, through the Effective Period. In addition the Second Amendment establishes certain minimum quarterly EBITDA covenants, allows distributions to unitholders up to 50% of quarterly distributable cash flow after quarterly debt payments on the term loan, and requires that capital expenditures during 2016 not exceed $28,000 . The Revolving Credit Agreement also contains customary representations and warranties and customary affirmative and negative covenants, including limits or restrictions on the Partnership’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate, and dispose of assets. In addition, it contains customary events of default that entitle the lenders to cause any or all of the Partnership’s indebtedness under the Revolving Credit Agreement to become immediately due and payable. The events of default (some of which are subject to applicable grace or cure periods), include among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, and material judgment defaults. As of December 31, 2015 , we were in compliance with the covenants contained in the Revolving Credit Agreement. Our ability to comply with such covenants in the future could be affected by the levels of cash flows from our operations and events or circumstances beyond our control.  If market or other economic conditions deteriorate, our risk of non-compliance may increase.
As of December 31, 2015 , we had $39,847 of undrawn borrowing capacity ( $100,000 , net of $52,500 indebtedness and $7,653 letter of credit commitments) under our Revolving Credit Agreement.
Term Loan Credit Facility
On April 28, 2014, the Partnership entered into a credit agreement (the "Term Loan Credit Agreement") providing for a senior secured term loan credit facility (the “Term Loan Credit Facility”) that permits aggregate borrowings of up to $200,000 , which was fully drawn on April 28, 2014. The Term Loan Credit Agreement permits the Partnership, at its option, to add one or more incremental term loan facilities in an aggregate amount not to exceed $100,000 . Any incremental term loan facility would be on terms to be agreed among the Partnership, the administrative agent and the lenders who agree to participate in the incremental facility. The maturity date of the Term Loan Credit Facility is April 28, 2021 .
The Term Loan Credit Agreement is secured by substantially all assets of the Partnership. In addition, the Partnership’s subsidiaries have guaranteed the Partnership’s obligations under the Term Loan Credit Agreement and have granted to the lenders security interests in substantially all of their respective assets.
Borrowings under the Term Loan Credit Agreement bear interest at a rate equal to, at the Partnership’s option, either (1) a base rate plus an applicable margin of 2.75% per annum or (2) a Eurodollar rate plus an applicable margin of 3.75% per annum, subject to a LIBOR floor of 1.00% .
The Term Loan Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including limits or restrictions on the Partnership’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. In addition, it contains customary events of default that entitle the lenders to cause any or all of the Partnership’s indebtedness under the Term Loan Credit Agreement to become immediately due and payable. The events of default (some of which are subject to applicable grace or cure periods), include, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. As of December 31, 2015 , we were in compliance with the terms of the agreement.
As of December 31, 2015 , we had $194,971 indebtedness ( $196,500 , net of $1,529 of discounts) under our Term Loan Credit Facility, which carried an interest rate of 4.75% as of December 31, 2015 .
Other Notes Payable
During the years end December 31, 2015 and 2014, the Partnership acquired land and underlying frac sand deposits. In connection with these acquisitions, the Partnership paid cash consideration of $5,000 , and issued two three -year promissory notes in the amounts of $3,676 . The three-year promissory notes accrue interest at a rate equal to the applicable short-term federal rate, which was 0.56% as of December 31, 2015 . All principal and accrued interest is due and payable at the end of the three-year note terms in October 2017 and December 2018, respectively. However, the notes may be prepaid on a quarterly basis during the three-year terms if sand is extracted, delivered, sold and paid for from the properties.
During the year ended December 31, 2015 , the Partnership made a prepayment of $428 based on the accumulated volume of sand extracted, delivered, sold and paid for. In January 2016, the Partnership made a prepayment of $1,258 based on the volume of sand extracted, delivered, sold and paid for through the fourth quarter of 2015. We did not make any prepayments during the year ended December 31, 2014.

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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


As of December 31, 2015 , future minimum debt repayments are as follows:
Fiscal Year
Amount
2016
$
3,258

2017
3,990

2018
5,676

2019
54,500

2020
2,000

Thereafter
184,971

 
$
254,395


9. Equity
On August 17, 2015, all of the 13,640,351 issued and outstanding subordinated units, representing limited partner interests in the Partnership were converted into common units, on a one-for-one basis for no additional consideration, upon the expiration of the subordination period set forth in the Partnership's Second Amended and Restated Agreement of Limited Partnership. As of December 31, 2015 , our sponsor owned 13,640,351 common units, representing a 36.9% ownership interest in the limited partner units. In addition, the sponsor is the owner of our General Partner.
Class B Units
On January 31, 2013, the Partnership issued 3,750,000 subordinated Class B units and paid $37,500 in cash to our sponsor in return for 100,000 preferred equity units in our sponsor’s Augusta facility. The Class B units did not have voting rights or rights to share in the Partnership's periodic earnings, either through participation in its distributions or through an allocation of its undistributed earnings or losses. The Class B units were eligible for conversion into common units upon satisfaction of certain conditions. The conditions precedent to conversion of the Class B units were satisfied upon payment of our distribution on August 15, 2014 and, upon such payment, our sponsor, who was the sole owner of our Class B units, elected to convert all of the 3,750,000 Class B units into common units on a one-for-one basis.
Incentive Distribution Rights
Incentive distribution rights represent the right to receive increasing percentages (ranging from 15.0% to 50.0% ) of quarterly distributions from operating surplus after minimum quarterly distribution and target distribution levels exceed $0.54625 per unit, per quarter. Our sponsor currently holds the incentive distribution rights, but may transfer these rights at any time.
Allocations of Net Income
Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders and our General Partner. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage ownership interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to our sponsor.
During the years ended December 31, 2015 and 2014 , $2,622 and $863 was allocated to our holders of incentive distribution rights, respectively. During the year ended December 31, 2014 , no net income was allocated to our Class B units.
Distributions
Our partnership agreement sets forth the calculation to be used to determine the amount of cash distributions that our limited partner unitholders and our holders of incentive distribution rights will receive.

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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Our recent distributions have been as follows:
Declaration Date
 
Amount Declared Per Unit
 
Record Date
 
Payment Date
 
Payment to Limited Partner Units
 
Payment to Holders of Incentive Distribution Rights
January 17, 2013
 
$
0.4750


February 1, 2013
 
February 15, 2013
 
$
12,961

 
$

April 16, 2013
 
$
0.4750


May 1, 2013
 
May 15, 2013
 
$
12,961

 
$

July 17, 2013
 
$
0.4750


August 1, 2013
 
August 15, 2013
 
$
13,711

 
$

October 17, 2013
 
$
0.4900

 
November 1, 2013
 
November 15, 2013
 
$
14,144

 
$

January 15, 2014
 
$
0.5100

 
January 31, 2014
 
February 14, 2014
 
$
14,726

 
$

April 16, 2014
 
$
0.5250

 
May 1, 2014
 
May 15, 2014
 
$
17,388

 
$

July 16, 2014
 
$
0.5750

 
August 1, 2014
 
August 15, 2014
 
$
19,088

 
$
168

October 15, 2014
 
$
0.6250

 
October 31, 2014
 
November 14, 2014
 
$
23,092

 
$
695

January 15, 2015
 
$
0.6750

 
January 30, 2015
 
February 13, 2015
 
$
24,947

 
$
1,311

April 16, 2015
 
$
0.6750

 
May 1, 2015
 
May 15, 2015
 
$
24,947

 
$
1,311

July 21, 2015
 
$
0.4750

 
August 5, 2015
 
August 14, 2015
 
$
17,555

 
$

On October 26, 2015, we announced the Board of Directors' decision to temporarily suspend the distribution payment to common unitholders. Therefore, no quarterly distribution was declared for the third and fourth quarters of 2015.
Net Income per Limited Partner Unit
The following table outlines our basic and diluted, weighted average limited partner units outstanding during the relevant periods:
 
Year ended December 31,
 
2015
 
2014
 
2013
Basic
36,958,988

 
33,370,020

 
28,168,265

Diluted
37,150,878

 
35,783,540

 
28,168,265

For purposes of calculating the Partnership’s earnings per unit under the two-class method, common units are treated as participating preferred units, and the previously outstanding subordinated units were treated as the residual equity interest, or common equity. Incentive distribution rights are treated as participating securities. As the Class B units did not have rights to share in the Partnership’s periodic earnings, whether through participation in its distributions or through an allocation of its undistributed earnings or losses, they were not participating securities. In addition, the conversion of the Class B units into common units was fully contingent upon the satisfaction of defined criteria. As such, until all of the defined payment and earnings criteria were satisfied, the Class B units were not included in our calculation of either basic or diluted earnings per unit. The Class B units were converted into common units on August 15, 2014, at which time income allocations commenced on such units.
Diluted earnings per unit excludes any dilutive awards granted (see Note 10 - Unit-Based Compensation ) if their effect is anti-dilutive. Diluted earnings per unit for the years ended December 31, 2015 and 2014 include the dilutive effect of awards granted and outstanding at the assumed number of units which would have vested if the performance period had ended at the end of the respective periods.
Distributions made in future periods based on the current period calculation of cash available for distribution are allocated to each class of equity that will receive such distributions. Any unpaid cumulative distributions are allocated to the appropriate class of equity. 
Each period the Partnership determines the amount of cash available for distributions in accordance with the partnership agreement. The amount to be distributed to limited partner unitholders and incentive distribution rights holders is subject to the distribution waterfall in the partnership agreement. Net earnings or loss for the period are allocated to each class of partnership interest based on the distributions to be made.

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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


The following table provides a reconciliation of net income and the assumed allocation of net income under the two-class method for purposes of computing net income per limited partner unit for the year ended December 31, 2015 (in thousands, except per unit amounts):
 
General Partner and IDRs
 
Limited Partner Units
 
Total
Declared distribution
$
1,311

 
$
42,502

 
$
43,813

Assumed allocation of distributions in excess of earnings

 
(18,167
)
 
(18,167
)
Add back recast losses attributable to Blair

 
2,619

 
2,619

Assumed allocation of net income
$
1,311

 
$
26,954

 
$
28,265

 
 
 
 
 
 
Earnings per limited partner unit - basic
 
 
$
0.73

 
 
Earnings per limited partner unit - diluted
 
 
$
0.73

 
 
Recast Equity Transactions
During the years ended December 31, 2014 and 2013, the sponsor provided $492 and $1,424 , respectively of management services and other expenses paid on behalf of Augusta. Such costs are recognized as non-cash capital contributions by the non-controlling interest in the accompanying financial statements.
On January 31, 2013, Augusta converted $38,172 of certain payables owed to the sponsor into capital and paid a cash distribution of $4,637 to the sponsor. Such transactions are recognized within the non-controlling interest section of the accompanying Consolidated Statement of Partners' Capital.
During the years ended December 31, 2015 and 2014, the sponsor paid $2,787 and $182 , respectively, of expense on behalf of Blair. Such transactions are recognized within the non-controlling interest section of the accompanying Consolidated Statement of Partners' Capital.

10. Unit-Based Compensation
Long-Term Incentive Plan
On August 21, 2012, Hi-Crush GP LLC adopted the Hi-Crush Partners LP Long Term Incentive Plan (the “Plan”) for employees, consultants and directors of Hi-Crush GP LLC and those of its affiliates, including our sponsor, who perform services for the Partnership. The Plan consists of restricted units, unit options, phantom units, unit payments, unit appreciation rights, other equity-based awards, distribution equivalent rights and performance awards. The Plan limits the number of common units that may be issued pursuant to awards under the Plan to 1,364,035 units. Common units withheld to satisfy exercise prices or tax withholding obligations are available for delivery pursuant to other awards. The Plan is administered by Hi-Crush GP LLC’s Board of Directors or a committee thereof.
The cost of services received in exchange for an award of equity instruments is measured based on the grant-date fair value of the award and that cost is generally recognized over the vesting period of the award.
Performance Phantom Units - Equity Settled
The Partnership has awarded Performance Phantom Units ("PPUs") pursuant to the Plan to certain employees. The number of PPUs that will vest will range from 0% to 200% of the number of initially granted PPUs and is dependent on the Partnership's total unitholder return over a three -year performance period compared to the total unitholder return of a designated peer group. Each PPU represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership. The PPUs are also entitled to forfeitable distribution equivalent rights ("DERs"), which accumulate during the performance period and are paid in cash on the date of settlement. The fair value of each PPU is estimated using a fair value approach and is amortized into compensation expense, reduced for an estimate of expected forfeitures, over the period of service corresponding with the vesting period. Expected volatility is based on the historical market performance of our peer group. The following table presents information relative to our PPUs.

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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


 
Units
 
Grant Date Weighted-Average Fair Value per Unit
Outstanding at January 1, 2015
64,414

 
$
65.57

Granted
119,550

 
$
37.52

Forfeited
(47,394
)
 
$
48.76

Outstanding at December 31, 2015
136,570

 
$
46.85

As of December 31, 2015 , total compensation expense not yet recognized related to unvested PPUs was $3,472 , with a weighted average remaining service period of 1.7 years . The weighted average grant date fair value per unit for PPUs granted during December 31, 2015 and 2014 was $37.52 and $65.57 , respectively.
Time-Based Phantom Units - Equity Settled
The Partnership has awarded Time-Based Phantom Units ("TPUs") pursuant to the Plan to certain employees which automatically vest if the employee remains employed at the end of a three -year vesting period. Each TPU represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership. The TPUs are also entitled to forfeitable DERs, which accumulate during the vesting period and are paid in cash on the date of settlement. The fair value of each TPU is calculated based on the grant-date unit price and is amortized into compensation expense, reduced for an estimate of expected forfeitures, over the period of service corresponding with the vesting period. The following table presents information relative to our TPUs.
 
Units
 
Grant Date Weighted-Average Fair Value per Unit
Outstanding at January 1, 2015
16,603

 
$
47.33

Vested
(1,200
)
 
$
35.13

Granted
42,200

 
$
34.09

Forfeited
(2,283
)
 
$
44.17

Outstanding at December 31, 2015
55,320

 
$
37.63

As of December 31, 2015 , total compensation expense not yet recognized related to unvested TPUs was $1,365 , with a weighted average remaining service period of 1.9 years . The weighted average grant date fair value per unit for TPUs granted during December 31, 2015 and 2014 was $34.09 and $47.33 , respectively. The total fair value of units vested during December 31, 2015 was $42 .
Board and Other Unit Grants
The Partnership issued 6,344 and 5,532 common units to certain of its directors during the years ended December 31, 2015 and 2014 , respectively. During the year ended December 31, 2014, the Partnership issued 7,022 common units to certain employees which vest approximately over a two -year period. In January 2016, the Partnership issued 103,377 common units to certain of its directors.
Unit Purchase Program
During 2015, the Partnership commenced a unit purchase program ("UPP") offered under the Plan. The UPP provides participating employees and members of our board of directors the opportunity to purchase common units representing limited partner interests of the Partnership at a discount. Non-director employees contribute through payroll deductions not to exceed 35% of the employees eligible compensation during the applicable offering period. Directors contribute through cash contributions not to exceed $150 in aggregate. If the closing price of the Partnership's common units on February 28, 2017 (the "Purchase Date Price") is greater than or equal to 90% of the closing market price of our common units on a participant's applicable election date (the "Election Price"), then the participant will receive a number of common units equal to the amount of accumulated payroll deductions or cash contributions, as applicable, (the “Contribution”) divided by the Election Price, capped at 20,000 common units. If the Purchase Date Price is less than the Election Price, then the participant’s Contribution will be returned to the participant.
On the date of election, the Partnership calculates the fair value of the discount, which is recognized as unit compensation expense on a straight-line basis during the period from election date through the date of purchase.  As of December 31, 2015 , total accumulated contributions of $403 from directors is maintained within the “Accrued and Other Current Liabilities” line item in our Consolidated Balance Sheet.

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Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Compensation Expense
The following table presents total unit-based compensation expense:
 
Year ended December 31,
 
2015
 
2014
 
2013
Performance Phantom Units
$
1,973

 
$
954

 
$

Time-based Phantom Units
724

 
155

 

Director and other unit grants
273

 
361

 
100

Unit Purchase Program
13

 

 

Total compensation expense
$
2,983

 
$
1,470

 
$
100


11. Related Party Transactions
Effective August 16, 2012, our sponsor entered into a services agreement (the “Services Agreement”) with our General Partner, Hi-Crush Services LLC (“Hi-Crush Services”) and the Partnership, pursuant to which Hi-Crush Services provides certain management and administrative services to the Partnership to assist in operating the Partnership’s business. Under the Services Agreement, the Partnership reimburses Hi-Crush Services and its affiliates, on a monthly basis, for the allocable expenses it incurs in its performance under the Services Agreement. These expenses include, among other things, administrative, rent and other expenses for individuals and entities that perform services for the Partnership. Hi-Crush Services and its affiliates will not be liable to the Partnership for its performance of services under the Services Agreement, except for liabilities resulting from gross negligence. During the years ended December 31, 2015 , 2014 and 2013 , the Partnership incurred $4,404 , $9,421 and $5,122 , respectively, of management and administrative service expenses from Hi-Crush Services.
In the normal course of business, our sponsor and its affiliates, including Hi-Crush Services, and the Partnership may from time to time make payments on behalf of each other. Through December 31, 2015, the sponsor had advanced $105,250 to Blair to pay for the construction of the Blair facility and working capital purposes.
As of December 31, 2015 and 2014 , an outstanding balance of $106,746 and $57,920 , respectively, payable to our sponsor is maintained as a current liability under the caption “Due to sponsor”.
During the years ended December 31, 2015 and 2014 , the Partnership purchased $33,406 and $23,705 , respectively, of sand from Hi-Crush Whitehall LLC, a subsidiary of our sponsor and the entity that owns the sponsor's Whitehall facility, at a purchase price in excess of our production cost per ton.
During the years ended December 31, 2015 and 2014 , the Partnership purchased $2,754 and $1,385 , respectively, of sand from Goose Landing, LLC, a wholly owned subsidiary of Northern Frac Proppants II, LLC. The father of Mr. Alston, who is our general partner's Chief Operating Officer, owned a beneficial equity interest in Northern Frac Proppants II, LLC. The terms of the purchase price were the result of arm's length negotiations.

12. Segment Reporting
The Partnership manages, operates and owns assets utilized to supply frac sand to its customers. It conducts operations through its one operating segment titled "Frac Sand Sales". This reporting segment of the Partnership is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.


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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


13. Asset Retirement Obligations
Although the ultimate amount of reclamation and closure costs to be incurred is uncertain, the Partnership maintained a post-closure reclamation and site restoration obligation as follows:
Balance at January 1, 2013
$
4,399

Accretion expense
228

Balance at December 31, 2013
4,627

Additions to liabilities
1,857

Accretion expense
246

Balance at December 31, 2014
6,730

Accretion expense
336

Balance at December 31, 2015
$
7,066


14. Commitments and Contingencies
The Partnership enters into sales contracts with customers. These contracts establish minimum annual sand volumes that the Partnership is required to make available to such customers under initial terms ranging from three to six years. Through December 31, 2015 , no payments for non-delivery of minimum annual sand volumes have been made by the Partnership to customers under these contracts.
D&I has entered into a long-term supply agreement with a supplier (the "Sand Supply Agreement"), which includes a requirement to purchase certain volumes and grades of sands at specified prices. The quantities set forth in such agreement are not in excess of our current requirements.
The Partnership has entered into royalty agreements under which it is committed to pay royalties on sand sold from its production facilities for which the Partnership has received payment by the customer. Royalty expense is recorded as the sand is sold and is included in costs of goods sold. Royalty expense was $10,311 , $14,583 and $8,329 for the years ended December 31, 2015 , 2014 and 2013 , respectively.
As of December 31, 2015, the Company had approximately $9,300 of remaining contractual commitments for construction of the Blair facility. Construction was completed in the first half of 2016.
On October 24, 2014, the Partnership entered into a purchase and sale agreement to acquire certain tracts of land and specific quantities of the underlying frac sand deposits. The transaction includes three separate tranches of land and deposits, to be acquired over a three -year period from 2014 through 2016. During the years ended December 31, 2015 and 2014 , the Partnership acquired two tranches of land for $12,352 . As of December 31, 2015 , the Partnership has committed to purchase the remaining tranche during 2016 for total consideration of $6,176 .
The Partnership has long-term leases for railcars and equipment used at its terminal sites, some of which are also under long-term lease agreements with various railroads. Railcar rental expense was $22,027 , $10,438 and $2,035 for the years ended December 31, 2015 , 2014 and 2013 , respectively.
During 2015, we entered into a service agreement with a transload service provider which requires us to purchase a minimum amount of services over a specific period of time at a specific location. Our failure to purchase the minimum level of services would require us to pay a shortfall fee. However, the minimum quantities set forth in the agreement are not in excess of our current forecasted requirements at this location.

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HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


As of December 31, 2015 , future minimum operating lease payments and minimum purchase commitments are as follows:
Fiscal Year
Operating
Leases
 
Minimum Purchase
Commitments
2016
$
24,573

 
$
1,007

2017
24,718

 
1,170

2018
23,812

 
1,170

2019
21,742

 
1,460

2020
14,093

 
1,890

Thereafter
12,524

 
4,568

 
$
121,462

 
$
11,265

In addition, the Partnership has placed orders for additional leased railcars. Such long-term operating leases commence upon the future delivery of the railcars, which will result in additional future minimum operating lease payments. During the next two years, we expect to receive delivery of approximately 1,000 additional leased railcars. Following delivery of these additional railcars, we estimate our 2018 annual minimum lease payments will increase to approximately $33,000 .
From time to time the Partnership may be subject to various claims and legal proceedings which arise in the normal course of business. Management is not aware of any legal matters that are likely to have a material adverse effect on the Partnership’s financial position, results of operations or cash flows.

15. Impairments and Other Expenses
During the year ended December 31, 2015 , global oil and natural gas commodity prices, particularly crude oil, significantly decreased as compared to 2014. This decrease in commodity prices has had, and is expected to continue to have, a negative impact on industry drilling and well completion activity, which affects the demand for frac sand.
We recognized impairments and other expenses as outlined in the following table:
 
Year Ended December 31,
 
2015
 
2014
 
2013
Impairment of Sand Supply Agreement
$
18,606

 
$

 
$

Impairment of idled administrative and transload facilities
6,186

 

 

Severance, retention and relocation
571

 

 

Abandonment of construction projects
256

 

 
47

Expiration of exclusivity agreement
40

 

 

Impairments and other expenses
$
25,659

 
$

 
$
47

During 2015 , we completed an impairment assessment of the intangible asset associated with the Sand Supply Agreement.  Given current market conditions, coupled with our ability to source sand from our sponsor on more favorable terms, we determined that the fair value of the agreement was less than its carrying value, resulting in an impairment of $18,606 .
During 2015 , we elected to temporarily idle our Augusta production facility, five destination transload facilities and three rail origin transload facilities.  In addition, to consolidate our administrative functions, we have closed down an office facility in Sheffield, Pennsylvania. As a result of these actions, we recognized an impairment of $6,186 related to the write down of transload and office facilities’ assets to their net realizable value, and severance, retention and relocation costs of $571 for affected employees. No impairment was recorded related to the Augusta facility.


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Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


16. Quarterly Financial Data (Unaudited)
 
First
Quarter
 
Second
Quarter
 
Third
Quarter (a)
 
Fourth
Quarter (a)(b)
 
Total
2015
 
 
 
 
 
 
 
 
 
Revenues
$
102,111

 
$
83,958

 
$
81,494

 
$
72,077

 
$
339,640

Gross profit
33,472

 
20,260

 
15,094

 
9,443

 
78,269

Income (loss) from operations
26,793

 
13,341

 
(15,224
)
 
14,784

 
39,694

Net income (loss)
23,476

 
10,357

 
(18,662
)
 
10,620

 
25,791

Earnings (loss) per limited partner unit:
 
 
 
 
 
 
 
 
 
Basic
$
0.61

 
$
0.31

 
$
(0.49
)
 
$
0.30

 
$
0.73

 
 
 
 
 
 
 
 
 
 
2014
 
 
 
 
 
 
 
 
 
Revenues
$
70,578

 
$
82,724

 
$
102,316

 
$
130,929

 
$
386,547

Gross profit
26,412

 
38,865

 
46,676

 
48,610

 
160,563

Income from operations
19,930

 
32,120

 
40,401

 
41,415

 
133,866

Net income
18,520

 
29,805

 
37,290

 
38,305

 
123,920

Earnings per limited partner unit:
 
 
 
 
 
 
 
 
 
Basic
$
0.49

 
$
0.77

 
$
0.86

 
$
0.85

 
$
3.09

 
 
 
 
 
 
 
 
 
 
2013
 
 
 
 
 
 
 
 
 
Revenues
$
24,277

 
$
37,560

 
$
53,158

 
$
63,975

 
$
178,970

Gross profit
15,357

 
19,736

 
21,289

 
26,704

 
83,086

Income from operations
11,991

 
15,151

 
15,690

 
20,883

 
63,715

Net income
11,677

 
14,437

 
14,417

 
19,513

 
60,044

Earnings per limited partner unit:
 
 
 
 
 
 
 
 
 
Basic
$
0.40

 
$
0.53

 
$
0.52

 
$
0.63

 
$
2.08

(a)
The third and fourth quarters of 2015 include impairments and other expenses of $23,718 and $1,941 , respectively. Refer to Note 15 for additional disclosure.
(b)
The fourth quarter of 2015 includes a gain of $12,310 on a contract settlement payment.

17. Condensed Consolidating Financial Information
The Partnership has filed a registration statement on Form S-3 to register, among other securities, debt securities. Each of the subsidiaries of the Partnership as of March 31, 2014 (other than Hi-Crush Finance Corp., whose sole purpose is to act as a co-issuer of any debt securities) was a 100% directly or indirectly owned subsidiary of the Partnership (the “guarantors”), will issue guarantees of the debt securities, if any of them issue guarantees, and such guarantees will be full and unconditional and will constitute the joint and several obligations of such guarantors. As of December 31, 2015 , the guarantors were our sole subsidiaries, other than: Hi-Crush Finance Corp., Hi-Crush Augusta Acquisition Co. LLC, Hi-Crush Blair LLC, Hi-Crush Canada Inc. and Hi-Crush Canada Distribution Corp., which are our 100% owned subsidiaries, and Augusta, of which we own 98.0% of the common equity interests.
As of December 31, 2015 , the Partnership had no assets or operations independent of its subsidiaries, and there were no significant restrictions upon the ability of the Partnership or any of its subsidiaries to obtain funds from its respective subsidiaries by dividend or loan. As of December 31, 2015 , none of the assets of our subsidiaries represented restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act.
For the purpose of the following financial information, the Partnership's investments in its subsidiaries are presented in accordance with the equity method of accounting. The operations, cash flows and financial position of the co-issuer are not material and therefore have been included with the parent's financial information.

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Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Condensed consolidating financial information for the Partnership and its combined guarantor and combined non-guarantor subsidiaries is as follows for the dates and periods indicated.
Condensed Consolidating Balance Sheet
As of December 31, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash
$
4,136

 
$
5,077

 
$
1,841

 
$

 
$
11,054

Accounts receivable, net

 
39,292

 
2,185

 

 
41,477

Intercompany receivables
47,951

 
160,108

 

 
(208,059
)
 

Inventories

 
19,180

 
9,159

 
(368
)
 
27,971

Prepaid expenses and other current assets
57

 
4,282

 
501

 

 
4,840

Total current assets
52,144

 
227,939

 
13,686

 
(208,427
)
 
85,342

Property, plant and equipment, net
14

 
164,500

 
228,998

 

 
393,512

Goodwill and intangible assets, net

 
45,524

 

 

 
45,524

Investment in consolidated affiliates
325,161

 

 
224,250

 
(549,411
)
 

Other assets
5,907

 
7,377

 
900

 

 
14,184

Total assets
$
383,226

 
$
445,340

 
$
467,834

 
$
(757,838
)
 
$
538,562

Liabilities, Equity and Partners' Capital
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
56

 
$
9,941

 
$
14,240

 
$

 
$
24,237

Intercompany payables

 

 
208,059

 
(208,059
)
 

Accrued and other current liabilities
1,284

 
1,910

 
3,235

 

 
6,429

Due to sponsor
319

 
575

 
105,852

 

 
106,746

Current portion of long-term debt
2,000

 
1,258

 

 

 
3,258

Total current liabilities
3,659

 
13,684

 
331,386

 
(208,059
)
 
140,670

Long-term debt
245,471

 
5,666

 

 

 
251,137

Asset retirement obligations

 
1,935

 
5,131

 

 
7,066

Total liabilities
249,130

 
21,285

 
336,517

 
(208,059
)
 
398,873

Equity and partners' capital:
 
 
 
 
 
 
 
 
 
Partners' capital
134,096

 
424,055

 
125,724

 
(549,779
)
 
134,096

Non-controlling interest

 

 
5,593

 

 
5,593

Total equity and partners' capital
134,096

 
424,055

 
131,317

 
(549,779
)
 
139,689

Total liabilities, equity and partners' capital
$
383,226

 
$
445,340

 
$
467,834

 
$
(757,838
)
 
$
538,562



49

Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Condensed Consolidating Balance Sheet
As of December 31, 2014
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash
$
308

 
$
3,490

 
$
1,011

 
$

 
$
4,809

Restricted cash

 
691

 

 

 
691

Accounts receivable, net

 
71,504

 
10,613

 

 
82,117

Intercompany receivables
88,621

 
120,401

 

 
(209,022
)
 

Inventories

 
18,828

 
6,521

 
(1,665
)
 
23,684

Prepaid expenses and other current assets
277

 
3,802

 
2,479

 

 
6,558

Total current assets
89,206

 
218,716

 
20,624

 
(210,687
)
 
117,859

Property, plant and equipment, net
23

 
136,240

 
148,131

 

 
284,394

Goodwill and intangible assets, net

 
66,750

 

 

 
66,750

Investment in consolidated affiliates
277,238

 

 
224,250

 
(501,488
)
 

Other assets
7,511

 
5,315

 

 

 
12,826

Total assets
$
373,978

 
$
427,021

 
$
393,005

 
$
(712,175
)
 
$
481,829

Liabilities, Equity and Partners' Capital
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
151

 
$
21,401

 
$
4,496

 
$

 
$
26,048

Intercompany payables

 

 
209,021

 
(209,021
)
 

Accrued and other current liabilities
513

 
6,236

 
5,500

 

 
12,249

Due to sponsor
769

 
11,978

 
45,173

 

 
57,920

Current portion of long-term debt
2,000

 

 

 

 
2,000

Total current liabilities
3,433

 
39,615

 
264,190

 
(209,021
)
 
98,217

Long-term debt
194,688

 
3,676

 

 

 
198,364

Asset retirement obligations

 
1,799

 
4,931

 

 
6,730

Total liabilities
198,121

 
45,090

 
269,121

 
(209,021
)
 
303,311

Equity and partners' capital:
 
 
 
 
 
 
 
 
 
Partners' capital
175,857

 
381,931

 
121,223

 
(503,154
)
 
175,857

Non-controlling interest

 

 
2,661

 

 
2,661

Total equity and partners' capital
175,857

 
381,931

 
123,884

 
(503,154
)
 
178,518

Total liabilities, equity and partners' capital
$
373,978

 
$
427,021

 
$
393,005

 
$
(712,175
)
 
$
481,829



50

Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Condensed Consolidating Statements of Operations
For the Year Ended December 31, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
324,703

 
$
44,085

 
$
(29,148
)
 
$
339,640

Cost of goods sold (including depreciation, depletion and amortization)

 
257,970

 
33,846

 
(30,445
)
 
261,371

Gross profit

 
66,733

 
10,239

 
1,297

 
78,269

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
8,717

 
11,201

 
4,972

 

 
24,890

Impairments and other expenses

 
25,489

 
170

 

 
25,659

Accretion of asset retirement obligations

 
136

 
200

 

 
336

Other operating income

 
(12,310
)
 

 

 
(12,310
)
Income (loss) from operations
(8,717
)
 
42,217

 
4,897

 
1,297

 
39,694

Other income (expense):
 
 
 
 
 
 
 
 
 
Earnings (loss) from consolidated affiliates
47,922

 

 

 
(47,922
)
 

Interest expense
(13,559
)
 
(93
)
 
(251
)
 

 
(13,903
)
Net income (loss)
25,646

 
42,124

 
4,646

 
(46,625
)
 
25,791

Income attributable to non-controlling interest

 

 
(145
)
 

 
(145
)
Net income (loss) attributable to Hi-Crush Partners LP
$
25,646

 
$
42,124

 
$
4,501

 
$
(46,625
)
 
$
25,646





51

Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Condensed Consolidating Statements of Operations
For the Year Ended December 31, 2014
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
336,463

 
$
89,208

 
$
(39,124
)
 
$
386,547

Cost of goods sold (including depreciation, depletion and amortization)

 
225,728

 
39,523

 
(39,267
)
 
225,984

Gross profit

 
110,735

 
49,685

 
143

 
160,563

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
13,624

 
10,883

 
1,944

 

 
26,451

Accretion of asset retirement obligations

 
126

 
120

 

 
246

Income (loss) from operations
(13,624
)
 
99,726

 
47,621

 
143

 
133,866

Other income (expense):
 
 
 
 
 
 
 
 
 
Earnings (loss) from consolidated affiliates
146,339

 

 

 
(146,339
)
 

Interest expense
(9,750
)
 
(62
)
 
(134
)
 

 
(9,946
)
Net income (loss)
122,965

 
99,664

 
47,487

 
(146,196
)
 
123,920

Income attributable to non-controlling interest

 

 
(955
)
 

 
(955
)
Net income (loss) attributable to Hi-Crush Partners LP
$
122,965

 
$
99,664

 
$
46,532

 
$
(146,196
)
 
$
122,965



52

Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Condensed Consolidating Statements of Operations
For the Year Ended December 31, 2013
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
141,742

 
$
41,630

 
$
(4,402
)
 
$
178,970

Cost of goods sold (including depreciation, depletion and amortization)

 
74,539

 
24,798

 
(3,453
)
 
95,884

Gross profit

 
67,203

 
16,832

 
(949
)
 
83,086

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
9,729

 
6,476

 
2,891

 

 
19,096

Impairments and other expenses

 
47

 

 

 
47

Accretion of asset retirement obligations

 
117

 
111

 

 
228

Income (loss) from operations
(9,729
)
 
60,563

 
13,830

 
(949
)
 
63,715

Other income (expense):
 
 
 
 
 
 
 
 
 
Earnings (loss) from consolidated affiliates
72,984

 

 

 
(72,984
)
 

Interest expense
(3,485
)
 
(37
)
 
(149
)
 

 
(3,671
)
Net income (loss)
59,770

 
60,526

 
13,681

 
(73,933
)
 
60,044

Income attributable to non-controlling interest

 

 
(274
)
 

 
(274
)
Net income (loss) attributable to Hi-Crush Partners LP
$
59,770

 
$
60,526

 
$
13,407

 
$
(73,933
)
 
$
59,770



53

Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Condensed Consolidating Statements of Cash Flows
For the Year Ended December 31, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Net cash provided by operating activities
$
23,403

 
$
85,781

 
$
15,134

 
$
(40,669
)
 
$
83,649

Investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures for property, plant and equipment

 
(48,158
)
 
(73,200
)
 

 
(121,358
)
Restricted cash, net

 
691

 

 

 
691

Net cash used in investing activities

 
(47,467
)
 
(73,200
)
 

 
(120,667
)
Financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt
65,000

 

 

 

 
65,000

Repayment of long-term debt
(14,500
)
 
(428
)
 

 

 
(14,928
)
Proceeds from unit purchase program participants
403

 

 

 

 
403

Affiliate financing, net

 

 
63,266

 

 
63,266

Advances to parent, net

 
(36,299
)
 
(4,370
)
 
40,669

 

Loan origination costs
(406
)
 

 

 

 
(406
)
Distributions paid
(70,072
)
 

 

 

 
(70,072
)
Net cash provided by (used in) financing activities
(19,575
)
 
(36,727
)
 
58,896

 
40,669

 
43,263

Net increase in cash
3,828

 
1,587

 
830

 

 
6,245

Cash:
 
 
 
 
 
 
 
 
 
Beginning of period
308

 
3,490

 
1,011

 

 
4,809

End of period
$
4,136

 
$
5,077

 
$
1,841

 
$

 
$
11,054


54

Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Condensed Consolidating Statements of Cash Flows
For the Year Ended December 31, 2014
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Net cash provided by operating activities
$
68,139

 
$
82,840

 
$
41,790

 
$
(88,504
)
 
$
104,265

Investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures for property, plant and equipment
(20
)
 
(15,191
)
 
(66,970
)
 

 
(82,181
)
Acquisition of Hi-Crush Augusta LLC

 

 
(224,250
)
 

 
(224,250
)
Net cash used in investing activities
(20
)
 
(15,191
)
 
(291,220
)
 

 
(306,431
)
Financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt
198,000

 

 

 

 
198,000

Repayment of long-term debt
(139,750
)
 

 

 

 
(139,750
)
Proceeds from equity issuance, net
170,693

 

 

 

 
170,693

Affiliate financing, net

 

 
41,984

 

 
41,984

Advances to parent, net
(224,250
)
 
(68,150
)
 
212,550

 
79,850

 

Loan origination costs
(7,120
)
 

 

 

 
(7,120
)
Redemption of common units
(19
)
 

 

 

 
(19
)
Distributions paid
(77,421
)
 

 
(8,654
)
 
8,654

 
(77,421
)
Net cash provided by (used in) financing activities
(79,867
)
 
(68,150
)
 
245,880

 
88,504

 
186,367

Net decrease in cash
(11,748
)
 
(501
)
 
(3,550
)
 

 
(15,799
)
Cash:
 
 
 
 
 
 
 
 
 
Beginning of period
12,056

 
3,991

 
4,561

 

 
20,608

End of period
$
308

 
$
3,490

 
$
1,011

 
$

 
$
4,809


55

Table of Contents
HI-CRUSH PARTNERS LP
Notes to Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


Condensed Consolidating Statements of Cash Flows
For the Year Ended December 31, 2013
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Net cash provided by operating activities
$
55,252

 
$
44,503

 
$
11,476

 
$
(46,908
)
 
$
64,323

Investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures for property, plant and equipment

 
(6,260
)
 
(4,370
)
 

 
(10,630
)
Investment in Hi-Crush Augusta LLC
(37,500
)
 

 

 
37,500

 

Acquisition of D&I Silica LLC, net
(94,955
)
 

 

 

 
(94,955
)
Net cash used in investing activities
(132,455
)
 
(6,260
)
 
(4,370
)
 
37,500

 
(105,585
)
Financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt
138,250

 

 

 

 
138,250

Repayment of long-term debt

 

 
(33,250
)
 

 
(33,250
)
Affiliate financing, net
5,615

 

 
9,092

 
(9,092
)
 
5,615

Advances to parent, net

 
(44,750
)
 

 
44,750

 

Issuance of preferred units to parent

 

 
37,500

 
(37,500
)
 

Loan origination costs
(829
)
 

 

 

 
(829
)
Distributions paid
(53,777
)
 

 
(15,887
)
 
11,250

 
(58,414
)
Net cash provided by (used in) financing activities
89,259

 
(44,750
)
 
(2,545
)
 
9,408

 
51,372

Net increase (decrease) in cash
12,056

 
(6,507
)
 
4,561

 

 
10,110

Cash:
 
 
 
 
 
 
 
 
 
Beginning of period

 
10,498

 

 

 
10,498

End of period
$
12,056

 
$
3,991

 
$
4,561

 
$

 
$
20,608


18. Concentration of Credit Risk
The Partnership is a producer of sand mainly used by the oil and natural gas industry for fracturing wells. The Partnership’s business is, therefore, dependent upon economic activity within this market. For the year ended December 31, 2015 , sales to four customers accounted for 68% or the Partnership's revenue. For the year ended December 31, 2014 sales to three customers accounted for 64% of the Partnership’s revenue. For the year ended December 31, 2013, sales to three customers accounted for 78% of the Partnership’s revenue.
Throughout 2015 , the Partnership has maintained cash balances in excess of federally insured amounts on deposit with financial institutions.


56
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INDEX TO EXHIBIT 99.2
 
Page
 

1

Table of Contents

ITEM 1. FINANCIAL STATEMENTS.
HI-CRUSH PARTNERS LP
Condensed Consolidated Balance Sheets
(In thousands, except unit amounts)
(Unaudited)
 
March 31, 2016 (a)
 
December 31, 2015 (a)
Assets
 
 
 
Current assets:
 
 
 
Cash
$
5,760

 
$
11,054

Accounts receivable, net
33,471

 
41,477

Inventories
22,002

 
27,971

Prepaid expenses and other current assets
5,792

 
4,840

Total current assets
67,025

 
85,342

Property, plant and equipment, net
406,303

 
393,512

Goodwill and intangible assets, net
11,359

 
45,524

Other assets
9,031

 
9,830

Total assets
$
493,718

 
$
534,208

Liabilities, Equity and Partners’ Capital
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
20,525

 
$
24,237

Accrued and other current liabilities
7,375

 
6,429

Due to sponsor
119,856

 
106,746

Current portion of long-term debt
2,816

 
3,258

Total current liabilities
150,572

 
140,670

Long-term debt
245,742

 
246,783

Asset retirement obligations
7,154

 
7,066

Total liabilities
403,468

 
394,519

Commitments and contingencies

 

Equity and partners’ capital:
 
 
 
General partner interest

 

Limited partners interest, 37,063,547 and 36,959,970 units outstanding, respectively
83,028

 
134,096

Total partners’ capital
83,028

 
134,096

Non-controlling interest
7,222

 
5,593

Total equity and partners' capital
90,250

 
139,689

Total liabilities, equity and partners’ capital
$
493,718

 
$
534,208


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 3 .
See Notes to Unaudited Condensed Consolidated Financial Statements.

2

Table of Contents

HI-CRUSH PARTNERS LP
Condensed Consolidated Statements of Operations
(In thousands, except per unit amounts)
(Unaudited)
 
Three Months Ended
 
March 31,
 
2016 (a)
 
2015 (a)
Revenues
$
52,148

 
$
102,111

Cost of goods sold (including depreciation, depletion and amortization)
52,724

 
68,639

Gross profit (loss)
(576
)
 
33,472

Operating costs and expenses:
 
 
 
General and administrative expenses
14,361

 
6,596

Impairments and other expenses (Note 12)
33,747

 

Accretion of asset retirement obligations
88

 
83

Income (loss) from operations
(48,772
)
 
26,793

Other income (expense):
 
 
 
Interest expense
(3,581
)
 
(3,317
)
Net income (loss)
(52,353
)
 
23,476

(Income) loss attributable to non-controlling interest
23

 
(169
)
Net income (loss) attributable to Hi-Crush Partners LP
$
(52,330
)
 
$
23,307

Earnings (loss) per limited partner unit:
 
 
 
Basic
$
(1.39
)
 
$
0.61

Diluted
$
(1.39
)
 
$
0.60


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 3 .
See Notes to Unaudited Condensed Consolidated Financial Statements.


3

Table of Contents

HI-CRUSH PARTNERS LP
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
Three Months Ended
 
March 31,
 
2016 (a)
 
2015 (a)
Operating activities:
 
 
 
Net income (loss)
$
(52,353
)
 
$
23,476

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and depletion
2,893

 
1,677

Gain on disposal of property, plant and equipment
(25
)
 

Amortization of intangible assets
420

 
733

Loss on impairment of goodwill
33,745

 

Amortization of loan origination costs into interest expense
394

 
412

Accretion of asset retirement obligations
88

 
83

Provision for doubtful accounts
8,236

 

Unit-based compensation to directors and employees
930

 
884

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(230
)
 
19,006

Prepaid expenses and other current assets
(621
)
 
1,929

Inventories
5,063

 
3,115

Other assets
683

 
17

Accounts payable
(3,689
)
 
(3,550
)
Accrued and other current liabilities
947

 
(1,391
)
Due to sponsor
1,409

 
(7,894
)
Net cash provided by (used in) operating activities
(2,110
)
 
38,497

Investing activities:
 
 
 
Capital expenditures for property, plant and equipment
(13,124
)
 
(37,391
)
Net cash used in investing activities
(13,124
)
 
(37,391
)
Financing activities:
 
 
 
Proceeds from issuance of long-term debt

 
25,000

Repayment of long-term debt
(1,758
)
 
(13,000
)
Loan origination costs
(3
)
 
(13
)
Affiliate financing, net
11,701

 
13,364

Distributions paid

 
(26,255
)
Net cash provided by (used in) financing activities
9,940

 
(904
)
Net increase (decrease) in cash
(5,294
)
 
202

Cash:
 
 
 
Beginning of period
11,054

 
4,809

End of period
$
5,760

 
$
5,011

Non-cash investing and financing activities:
 
 
 
Increase (decrease) in accounts payable and accrued and other current liabilities for additions to property, plant and equipment
$
(23
)
 
$
1,421

Expense paid by Member on behalf of Hi-Crush Blair LLC
$
1,652

 
$
431

Cash paid for interest
$
3,187

 
$
2,905

(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 3 .
See Notes to Unaudited Condensed Consolidated Financial Statements.

4

Table of Contents

HI-CRUSH PARTNERS LP
Condensed Consolidated Statement of Partners’ Capital
(In thousands)
(Unaudited)
 
General
Partner
Capital
 
Limited
Partner
Capital
 
Total
Partner
Capital
 

Non-Controlling Interest
 
Total Equity and
Partners' Capital
Balance at December 31, 2015
$

 
$
134,096

 
$
134,096

 
$
5,593

 
$
139,689

Issuance of limited partner units to directors

 
453

 
453

 

 
453

Unit-based compensation expense

 
808

 
808

 

 
808

Forfeiture of distribution equivalent rights

 
1

 
1

 

 
1

Non-cash contributions by sponsor (a)

 

 

 
1,652

 
1,652

Net loss (a)

 
(52,330
)
 
(52,330
)
 
(23
)
 
(52,353
)
Balance at March 31, 2016
$

 
$
83,028

 
$
83,028

 
$
7,222

 
$
90,250


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 3 .
See Notes to Unaudited Condensed Consolidated Financial Statements.

5

Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


1 Basis of Presentation and Use of Estimates
The accompanying unaudited interim Condensed Consolidated Financial Statements (“interim statements”) of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments and disclosures necessary for a fair statement are reflected in the interim periods presented. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with the Partnership’s Consolidated Financial Statements for the year ended December 31, 2015 , which are included in the Partnership’s Annual Report on Form 10-K filed with the SEC on February 23, 2016 and the recast financial information included in Exhibit 99.1. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by GAAP.
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. These financial statements have been prepared assuming the Partnership will continue to operate as a going concern. On a quarterly basis, the Partnership assesses whether conditions have emerged which may cast substantial doubt about the Partnership's ability to continue as a going concern for the next twelve months. Refer to Note 6 - Long-Term Debt for additional disclosure on covenant compliance under our Revolving Credit Agreement.
Hi-Crush Partners LP (together with its subsidiaries, the “Partnership”, “we”, “us” or “our”) is a Delaware limited partnership formed on May 8, 2012 to acquire selected sand reserves and related processing and transportation facilities of Hi-Crush Proppants LLC. The Partnership is engaged in the excavation and processing of raw frac sand for use in hydraulic fracturing operations for oil and natural gas wells. In connection with its formation, the Partnership issued a non-economic general partner interest to Hi-Crush GP LLC, our general partner (the “General Partner” or “Hi-Crush GP”), and a 100% limited partner interest to Hi-Crush Proppants LLC (the “sponsor”), its organizational limited partner.
On August 9, 2016 , the Partnership entered into a contribution agreement with the sponsor to acquire all of the outstanding membership interests in Hi-Crush Blair LLC ("Blair"), the entity that owns our sponsor's Blair facility (the "Blair Contribution").
The Blair Contribution was accounted for as a transaction between entities under common control whereby Blair's net assets were recorded at their historical cost. Therefore, the Partnership's historical financial information was recast to combine Blair and the Partnership as if the combination had been in effect since inception of the common control on July 31, 2014. Refer to Note 3 for additional disclosure regarding the Blair Contribution.

2. Significant Accounting Policies
In addition to the significant accounting policies listed below, a comprehensive discussion of our critical accounting policies and estimates is included in our Annual Report on Form 10-K filed with the SEC on February 23, 2016 .
Accounts Receivable
Trade receivables relate to sales of raw frac sand and related services for which credit is extended based on the customer’s credit history and are recorded at the invoiced amount and do not bear interest. The Partnership regularly reviews the collectability of accounts receivable. When it is probable that all or part of an outstanding balance will not be collected, the Partnership establishes or adjusts an allowance as necessary generally using the specific identification method. Account balances are charged against the allowance after all means of collection have been exhausted and potential recovery is considered remote. As of March 31, 2016 and December 31, 2015, the Partnership maintained an allowance for doubtful accounts of $8,899 and $663 , respectively. During the three months ended March 31, 2016 , the Partnership increased its allowance as the result of a spot customer filing for bankruptcy.

6

Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Goodwill
Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Partnership performs an assessment of the recoverability of goodwill during the third quarter of each fiscal year, or more often if events or circumstances indicate the impairment of an asset may exist. Our assessment of goodwill is based on qualitative factors to determine whether the fair value of the reporting unit is more likely than not less than the carrying value. An additional quantitative impairment analysis is completed if the qualitative analysis indicates that the fair value is not substantially in excess of the carrying value. The quantitative analysis determines the fair value of the reporting unit based on the discounted cash flow method and relative market-based approaches. Refer to Note 12 - Impairments and Other Expenses for additional disclosure on goodwill.
Revenue Recognition
Frac sand sales revenues are recognized when legal title passes to the customer, which may occur at the production facility, rail origin or at the destination terminal. At that point, delivery has occurred, evidence of a contractual arrangement exists and collectability is reasonably assured. Amounts received from customers in advance of sand deliveries are recorded as deferred revenue. Revenue from make-whole provisions in our customer contracts is recognized at the end of the defined cure period.
A substantial portion of our frac sand is sold to customers with whom we have long-term supply agreements, the current terms of which expire between 2017 and 2021 . The agreements define, among other commitments, the volume of product that the Partnership must provide, the price that will be charged to the customer, and the volume that the customer must purchase by the end of the defined cure periods, which can range from three months to the end of a contract year.
Transportation services revenues are recognized as the services have been completed, meaning the related services have been rendered. At that point, delivery of service has occurred, evidence of a contractual arrangement exists and collectability is reasonably assured. Amounts received from customers in advance of transportation services being rendered are recorded as deferred revenue.
Fair Value of Financial Instruments
The amounts reported in the balance sheet as current assets or liabilities, including cash, accounts receivable, accounts payable, accrued and other current liabilities approximate fair value due to the short-term maturities of these instruments. The fair value of the senior secured term loan approximated $127,400 as of March 31, 2016 , based on the market price quoted from external sources, compared with a carrying value of $196,000 . If the senior secured term loan was measured at fair value in the financial statements, it would be classified as Level 2 in the fair value hierarchy.
Net Income per Limited Partner Unit
We have identified the sponsor’s incentive distribution rights as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income or loss shall be allocated to the partners based on their respective sharing of income specified in the partnership agreement. Net income or loss per unit applicable to limited partners is computed by dividing limited partners’ interest in net income or loss, after deducting any sponsor incentive distributions, by the weighted-average number of outstanding limited partner units.
As described in Note 1 , the Partnership's historical financial information has been recast to combine Blair for all periods presented. The amounts of incremental income or losses recast to periods prior to the Blair Contribution are excluded from the calculation of net income per limited partner unit.
Income Taxes
The Partnership is a pass-through entity and is not considered a taxing entity for federal tax purposes. Therefore, there is not a provision for income taxes in the accompanying Condensed Consolidated Financial Statements. The Partnership’s net income or loss is allocated to its partners in accordance with the partnership agreement. The partners are taxed individually on their share of the Partnership’s earnings. At March 31, 2016 and December 31, 2015 , the Partnership did not have any liabilities for uncertain tax positions or gross unrecognized tax benefits.
Recent Accounting Pronouncements
In March 2016, the FASB issued Accounting Standards Update No. 2016-09, which identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The new accounting guidance is effective for the Partnership beginning in the first quarter of 2017. The Partnership is currently assessing the impact that adopting this new accounting guidance will have on its Consolidated Financial Statements and footnote disclosures, but does not anticipate that adoption will have a material impact on its financial position, results of operations or cash flows.

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, which will impact all leases with durations greater than twelve months. In general, such arrangements will be recognized as assets and liabilities on the balance sheet of the lessee. Under the new accounting guidance a right-of-use asset and lease obligation will be recorded for all leases, whether operating or financing, while the statement of operations will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption will be calculated using the applicable incremental borrowing rate at the date of adoption. The new accounting guidance is effective for the Partnership beginning in the first quarter of 2019, and should be applied retrospectively. The Partnership is currently assessing the impact that adopting this new accounting guidance will have on its Consolidated Financial Statements and footnote disclosures.
In April 2015, the FASB issued Accounting Standards Update No. 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. However, debt issuance costs associated with any revolving credit facility remain an asset within the Condensed Consolidated Balance Sheets. The new accounting guidance was effective for the Partnership beginning in the first quarter of 2016, and was applied on a retrospective basis as a change in accounting principle. The adoption of the new accounting guidance resulted in a reclassification of debt issuance costs associated with our Term Loan Credit Facility from "Other assets" to "Long-term debt" on our Condensed Consolidated Balance Sheets for the current and all prior periods. There was no impact on our results of operations or cash flows. As of March 31, 2016 and December 31, 2015 , the Partnership maintained unamortized debt issuance costs of $4,150 and $4,354 within long-term debt, respectively (See Note 6 - Long-Term Debt ).
During the three months ended March 31, 2016, the Partnership early adopted Accounting Standards Update No. 2014-15, which provides guidance related to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosure (See Note 6 - Long-Term Debt ).

3. Acquisition of Hi-Crush Blair LLC
On August 9, 2016 , the Partnership entered into an agreement with our sponsor to acquire all of the outstanding membership interests in Blair, the entity that owns our sponsor’s Blair facility, for $75,000 in cash, 7,053,292 of newly issued common units in the Partnership, and pay up to $10,000 of contingent earnout consideration (the "Blair Contribution"). This transaction closed on August 31, 2016 .
As a result of this transaction, the Partnership's historical financial information has been recast to combine the Condensed Consolidated Statements of Operations and the Condensed Consolidated Balance Sheets of the Partnership with those of Blair as if the combination had been in effect since inception of common control on July 31, 2014. Any material transactions between the Partnership and Blair have been eliminated. The balance of non-controlling interest as of March 31, 2016 includes the sponsor's interest in Blair prior to the combination. Except for the combination of the Condensed Consolidated Statements of Operations and the respective allocation of recast net income (loss), capital transactions between the sponsor and Blair prior to August 31, 2016 have not been allocated on a recast basis to the Partnership’s unitholders. Such transactions are presented within the non-controlling interest column in the Condensed Consolidated Statement of Partners' Capital as the Partnership and its unitholders would not have participated in these transactions.
The following tables present our recast revenues, net income (loss) and net income (loss) attributable to Hi-Crush Partners LP per limited partner unit giving effect to the Blair Contribution, as reconciled to the revenues, net income (loss) and net income (loss) attributable to Hi-Crush Partners LP per limited partnership unit of the Partnership.
 
Three Months Ended March 31, 2016
 
Partnership
 
 
 
 
 
Partnership
 
Historical
 
Blair
 
Eliminations
 
Recast
Revenues
$
52,148

 
$
33

 
$
(33
)
 
$
52,148

Net income (loss)
$
(51,517
)
 
$
(836
)
 
$

 
$
(52,353
)
Net income attributable to Hi-Crush Partners LP per limited partner unit - basic
$
(1.39
)
 
 
 
 
 
$
(1.41
)

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

 
Three Months Ended March 31, 2015
 
Partnership
 
 
 
 
 
Partnership
 
Historical
 
Blair
 
Eliminations
 
Recast
Revenues
$
102,111

 
$

 
$

 
$
102,111

Net income (loss)
$
23,854

 
$
(378
)
 
$

 
$
23,476

Net income attributable to Hi-Crush Partners LP per limited partner unit - basic
$
0.61

 
 
 
 
 
$
0.60


4. Inventories
Inventories consisted of the following:
 
March 31, 2016
 
December 31, 2015
Raw material
$
165

 
$

Work-in-process
8,969

 
11,827

Finished goods
10,759

 
13,960

Spare parts
2,109

 
2,184

Inventories
$
22,002

 
$
27,971


5. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
 
March 31, 2016
 
December 31, 2015
Buildings
$
10,894

 
$
5,519

Mining property and mine development
79,778

 
79,244

Plant and equipment
233,637

 
151,582

Rail and rail equipment
41,804

 
29,300

Transload facilities and equipment
62,582

 
62,557

Construction-in-progress
16,600

 
102,464

Property, plant and equipment
445,295

 
430,666

Less: Accumulated depreciation and depletion
(38,992
)
 
(37,154
)
Property, plant and equipment, net
$
406,303

 
$
393,512

Depreciation and depletion expense was $2,893 and $1,677 during the three months ended March 31, 2016 and 2015 , respectively.
The Partnership recognized a (gain) loss on the disposal of fixed assets of $(25) and $1 during the three months ended March 31, 2016 and 2015 , respectively. During the fourth quarter of 2015, the Partnership elected to temporarily idle the Augusta facility. No impairment has been recorded related to the Augusta facility.


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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

6. Long-Term Debt
Long-term debt consisted of the following:
 
March 31, 2016
 
December 31, 2015
Revolving Credit Agreement
$
52,500

 
$
52,500

Term Loan Credit Facility
196,000

 
196,500

Less: Unamortized original issue discount
(1,459
)
 
(1,529
)
Less: Unamortized debt issuance costs
(4,150
)
 
(4,354
)
Other notes payable
5,667

 
6,924

Total debt
248,558

 
250,041

Less: current portion of long-term debt
(2,816
)
 
(3,258
)
Long-term debt
$
245,742

 
$
246,783

Revolving Credit Agreement
On April 28, 2014, the Partnership entered into an amended and restated credit agreement (the "Revolving Credit Agreement"). The Revolving Credit Agreement is a senior secured revolving credit facility that permits aggregate borrowings of up to $150,000 , including a $25,000 sublimit for letters of credit and a $10,000 sublimit for swing line loans. The Revolving Credit Agreement matures on April 28, 2019 . On November 5, 2015, the Partnership entered into a second amendment (the "Second Amendment") to the Revolving Credit Agreement. The Second Amendment provided for a reduction in the commitment level from $150,000 to $100,000 . On April 28, 2016 , the Partnership entered into a third amendment (the "Third Amendment") to the Revolving Credit Agreement which provides for a reduction in the commitment level to $75,000 .
The Revolving Credit Agreement is secured by substantially all assets of the Partnership. In addition, the Partnership's subsidiaries have guaranteed the Partnership's obligations under the Revolving Credit Agreement and have granted to the revolving lenders security interests in substantially all of their respective assets.
Borrowings under the Second Amendment to the Revolving Credit Agreement bear interest at a rate equal to a Eurodollar rate plus an applicable margin of 4.50% per annum through June 30, 2017 (the "Effective Period").
The Revolving Credit Agreement also contains customary representations and warranties and customary affirmative and negative covenants, including limits or restrictions on the Partnership’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. The Second Amendment to the Revolving Credit Agreement waives the compliance of customary financial covenants, which are a leverage ratio and minimum interest coverage ratio, through the Effective Period. In addition the Second Amendment established certain minimum quarterly EBITDA covenants, allows distributions to unitholders up to 50% of quarterly distributable cash flow after quarterly debt payments on the term loan, and requires that capital expenditures during 2016 not exceed $28,000 . The Third Amendment waives the minimum quarterly EBITDA covenants, establishes a maximum EBITDA loss for the six months ending March 31, 2017 and provides for an equity cure that can be applied to EBITDA covenant ratios for 2017 and all future periods. In addition, the Revolving Credit Agreement contains customary events of default (some of which are subject to applicable grace or cure periods), including among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. The Third Amendment also contains an event of default should the Partnership be unable to fund $25,000 of gross equity issuance proceeds within 45 days of the effective date. On April 28, 2016 , the Partnership entered into an underwriting agreement with an investment bank for a firm commitment underwriting of a common unit offering, which is expected to fund approximately $40,000 of gross equity issuance proceeds on or about May 4, 2016. The Partnership makes no assurance regarding the successful funding of this underwriting commitment. See further discussion in Note 14 - Subsequent Events . If the Partnership is not successful in funding the $25,000 of gross equity required by the Third Amendment, such events of default could entitle the lenders to cause any or all of the Partnership’s indebtedness under the Revolving Credit Agreement to become immediately due and payable. If such a default were to occur, and resulted in a cross default of the Term Loan Credit Agreement, all of our outstanding debt obligations could be accelerated resulting in substantial doubt regarding the Partnership’s ability to meet its obligations over the next twelve months and continue as a going concern.
As of March 31, 2016 , we were in compliance with the covenants contained in the Revolving Credit Agreement. Our ability to comply with such covenants in the future could be affected by the levels of cash flows from our operations and events or circumstances beyond our control.  If market or other economic conditions deteriorate, our risk of non-compliance may increase.

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

As of March 31, 2016 , we had $39,847 of undrawn borrowing capacity ( $100,000 , net of $52,500 indebtedness and $7,653 letter of credit commitments) under our Revolving Credit Agreement.
Term Loan Credit Facility
On April 28, 2014, the Partnership entered into a credit agreement (the "Term Loan Credit Agreement") providing for a senior secured term loan credit facility (the “Term Loan Credit Facility”) that permits aggregate borrowings of up to $200,000 , which was fully drawn on April 28, 2014. The Term Loan Credit Agreement permits the Partnership, at its option, to add one or more incremental term loan facilities in an aggregate amount not to exceed $100,000 . Any incremental term loan facility would be on terms to be agreed among the Partnership, the administrative agent and the lenders who agree to participate in the incremental facility. The maturity date of the Term Loan Credit Facility is April 28, 2021 .
The Term Loan Credit Agreement is secured by substantially all assets of the Partnership. In addition, the Partnership’s subsidiaries have guaranteed the Partnership’s obligations under the Term Loan Credit Agreement and have granted to the lenders security interests in substantially all of their respective assets.
Borrowings under the Term Loan Credit Agreement bear interest at a rate equal to, at the Partnership’s option, either (1) a base rate plus an applicable margin of 2.75% per annum or (2) a Eurodollar rate plus an applicable margin of 3.75% per annum, subject to a LIBOR floor of 1.00% .
The Term Loan Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including limits or restrictions on the Partnership’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. In addition, it contains customary events of default that entitle the lenders to cause any or all of the Partnership’s indebtedness under the Term Loan Credit Agreement to become immediately due and payable. The events of default (some of which are subject to applicable grace or cure periods), include, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. As of March 31, 2016 , we were in compliance with the terms of the agreement.
As of March 31, 2016 , we had $190,391 indebtedness ( $196,000 , net of $1,459 of discounts and $4,150 of debt issuance costs) under our Term Loan Credit Facility, which carried an interest rate of 4.75% as of March 31, 2016 .
Other Notes Payable
On October 24, 2014, the Partnership entered into a purchase and sales agreement to acquire land and underlying frac sand deposits. Through March 31, 2016, the Partnership paid total cash consideration of $5,000 , and issued two three -year promissory notes in the amounts of $3,676 , each, in connection with this agreement. The three-year promissory notes accrue interest at a rate equal to the applicable short-term federal rate, which was 0.75% as of March 31, 2016 . All principal and accrued interest is due and payable at the end of the three-year note terms in October 2017 and December 2018, respectively. However, the notes may be prepaid on a quarterly basis during the three-year terms if sand is extracted, delivered, sold and paid for from the properties.
During the three months ended March 31, 2016 , the Partnership made a prepayment of $1,258 based on the volume of sand extracted, delivered, sold and paid for during the fourth quarter of 2015. In the second quarter of 2016, the Partnership will make a prepayment of approximately $816 based on the volume of sand extracted, delivered, sold and paid for through the first quarter of 2016. We did not make any prepayments during the three months ended March 31, 2015 .

7. Equity
As of March 31, 2016 , our sponsor owned 13,640,351 common units, representing a 36.8% ownership interest in the limited partner units. In addition, our sponsor is the owner of our General Partner.  
Incentive Distribution Rights
Incentive distribution rights represent the right to receive increasing percentages (ranging from 15.0% to 50.0% ) of quarterly distributions from operating surplus after minimum quarterly distribution and target distribution levels exceed $0.54625 per unit per quarter. Our sponsor currently holds the incentive distribution rights, but it may transfer these rights at any time.
Allocations of Net Income
Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders and our General Partner. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage ownership interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to our sponsor.

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

During the three months ended March 31, 2016 , no income was allocated to our holders of incentive distribution rights. During the three months ended March 31, 2015 , $1,311 was allocated to our holders of incentive distribution rights.
Distributions
Our partnership agreement sets forth the calculation to be used to determine the amount of cash distributions that our limited partner unitholders and our holders of incentive distribution rights will receive.
Our recent distributions have been as follows:
Declaration Date
 
Amount Declared Per Unit
 
Record Date
 
Payment Date
 
Payment to Limited Partner Units
 
Payment to Holders of Incentive Distribution Rights
January 15, 2015
 
$
0.6750

 
January 30, 2015
 
February 13, 2015
 
$
24,947

 
$
1,311

April 16, 2015
 
$
0.6750

 
May 1, 2015
 
May 15, 2015
 
$
24,947

 
$
1,311

July 21, 2015
 
$
0.4750

 
August 5, 2015
 
August 14, 2015
 
$
17,555

 
$

On October 26, 2015, we announced the Board of Directors' decision to temporarily suspend the distribution payment to common unitholders. No quarterly distributions were declared for the first quarter of 2016, as the Partnership continued its distribution suspension to conserve cash.
Net Income per Limited Partner Unit
The following table outlines our basic and diluted, weighted average limited partner units outstanding during the relevant periods:
 
Three Months Ended
 
March 31,
 
2016
 
2015
Basic
37,035,068

 
36,958,227

Diluted
37,035,068

 
37,201,044

For purposes of calculating the Partnership’s earnings per unit under the two-class method, common units are treated as participating preferred units, and the previously outstanding subordinated units were treated as the residual equity interest, or common equity. Incentive distribution rights are treated as participating securities.
Diluted earnings per unit excludes any dilutive awards granted (see Note 8 ) if their effect is anti-dilutive. During the three months ended March 31, 2016 , the Partnership incurred a net loss and all 211,190 potentially dilutive awards granted and outstanding were excluded from the diluted earnings per unit calculation. Diluted earnings per unit for the three months ended March 31, 2016 includes the dilutive effect of awards granted and outstanding at the assumed number of units which would have vested if the performance period had ended on March 31, 2016 .
Distributions made in future periods based on the current period calculation of cash available for distribution are allocated to each class of equity that will receive such distributions.
Each period the Partnership determines the amount of cash available for distributions in accordance with the partnership agreement. The amount to be distributed to limited partner unitholders and incentive distribution rights holders is subject to the distribution waterfall in the partnership agreement. Net earnings or loss for the period are allocated to each class of partnership interest based on the distributions to be made.

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

The following table provides a reconciliation of net loss and the assumed allocation of net loss under the two-class method for purposes of computing net loss per limited partner unit for the three months ended March 31, 2016 (in thousands, except per unit amounts):
 
General Partner and IDRs
 
Limited Partner Units
 
Total
Declared distribution
$

 
$

 
$

Assumed allocation of distributions in excess of loss

 
(52,330
)
 
(52,330
)
Add back recast losses attributable to Blair

 
836

 
836

Assumed allocation of net loss
$

 
$
(51,494
)
 
$
(51,494
)
 
 
 
 
 
 
Loss per limited partner unit - basic
 
 
$
(1.39
)
 
 
Loss per limited partner unit - diluted
 
 
$
(1.39
)
 
 
Recast Equity Transactions
During the three months ended March 31, 2016 and 2015, the sponsor paid $1,652 and $431 , respectively, of expense on behalf of Blair. Such transactions are recognized within the non-controlling interest section of the accompanying Condensed Consolidated Statement of Partners' Capital.

8. Unit-Based Compensation
Long-Term Incentive Plan
On August 21, 2012, Hi-Crush GP adopted the Hi-Crush Partners LP Long Term Incentive Plan (the “Plan”) for employees, consultants and directors of Hi-Crush GP and those of its affiliates, including our sponsor, who perform services for the Partnership. The Plan consists of restricted units, unit options, phantom units, unit payments, unit appreciation rights, other equity-based awards, distribution equivalent rights and performance awards. The Plan limits the number of common units that may be issued pursuant to awards under the Plan to 1,364,035 units. Common units withheld to satisfy exercise prices or tax withholding obligations are available for delivery pursuant to other awards. The Plan is administered by Hi-Crush GP’s Board of Directors or a committee thereof.
The cost of services received in exchange for an award of equity instruments is measured based on the grant-date fair value of the award and that cost is generally recognized over the vesting period of the award.
Performance Phantom Units - Equity Settled
The Partnership has awarded Performance Phantom Units ("PPUs") pursuant to the Plan to certain employees. The number of PPUs that will vest will range from 0% to 200% of the number of initially granted PPUs and is dependent on the Partnership's total unitholder return over a three -year performance period compared to the total unitholder return of a designated peer group. Each PPU represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership. The PPUs are also entitled to forfeitable distribution equivalent rights ("DERs"), which accumulate during the performance period and are paid in cash on the date of settlement. The fair value of each PPU is estimated using a fair value approach and is amortized into compensation expense, reduced for an estimate of expected forfeitures, over the period of service corresponding with the vesting period. Expected volatility is based on the historical market performance of our peer group. The following table presents information relative to our PPUs.
 
Units
 
Grant Date Weighted-Average Fair Value per Unit
Outstanding at January 1, 2016
136,570

 
$
46.85

Granted

 
$

Outstanding at March 31, 2016
136,570

 
$
46.85

As of March 31, 2016 , total compensation expense not yet recognized related to unvested PPUs was $2,889 , with a weighted average remaining service period of 1.4 years .

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Time-Based Phantom Units - Equity Settled
The Partnership has awarded Time-Based Phantom Units ("TPUs") pursuant to the Plan to certain employees which automatically vest if the employee remains employed at the end of a three -year vesting period. Each TPU represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership. The TPUs are also entitled to forfeitable DERs, which accumulate during the vesting period and are paid in cash on the date of settlement. The fair value of each TPU is calculated based on the grant-date unit price and is amortized into compensation expense, reduced for an estimate of expected forfeitures, over the period of service corresponding with the vesting period. The following table presents information relative to our TPUs.
 
Units
 
Grant Date Weighted-Average Fair Value per Unit
Outstanding at January 1, 2016
55,320

 
$
37.63

Vested
(200
)
 
$
46.58

Granted
20,000

 
$
4.55

Forfeited
(500
)
 
$
39.09

Outstanding at March 31, 2016
74,620

 
$
28.73

As of March 31, 2016 , total compensation expense not yet recognized related to unvested TPUs was $1,267 , with a weighted average remaining service period of 2.0 years .
Board Unit Grants
The Partnership issued 103,377 and 6,344 common units to certain of its directors during the three months ended March 31, 2016 and 2015 , respectively.
Unit Purchase Program
During 2015, the Partnership commenced a unit purchase program ("UPP") offered under the Plan. The UPP provides participating employees and members of our board of directors the opportunity to purchase common units representing limited partner interests of the Partnership at a discount. Non-director employees contribute through payroll deductions not to exceed 35% of the employees eligible compensation during the applicable offering period. Directors contribute through cash contributions not to exceed $150 in aggregate. If the closing price of the Partnership's common units on February 28, 2017 (the "Purchase Date Price") is greater than or equal to 90% of the closing market price of our common units on a participant's applicable election date (the "Election Price"), then the participant will receive a number of common units equal to the amount of accumulated payroll deductions or cash contributions, as applicable, (the “Contribution”) divided by the Election Price, capped at 20,000 common units. If the Purchase Date Price is less than the Election Price, then the participant’s Contribution will be returned to the participant.
On the date of election, the Partnership calculates the fair value of the discount, which is recognized as unit compensation expense on a straight-line basis during the period from election date through the date of purchase.  As of March 31, 2016 , total accumulated contributions of $403 from directors under the UPP is maintained within the “Accrued and Other Current Liabilities” line item in our Condensed Consolidated Balance Sheet.
Compensation Expense
The following table presents total unit-based compensation expense:
 
Three Months Ended
 
March 31,
 
2016
 
2015
Performance Phantom Units
$
582

 
$
664

Time-Based Phantom Units
187

 
147

Director and other unit grants
122

 
73

Unit Purchase Program
39

 

Total compensation expense
$
930

 
$
884



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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

9. Related Party Transactions
Effective August 16, 2012, our sponsor entered into a services agreement (the “Services Agreement”) with our General Partner, Hi-Crush Services LLC (“Hi-Crush Services”) and the Partnership, pursuant to which Hi-Crush Services provides certain management and administrative services to the Partnership to assist in operating the Partnership’s business. Under the Services Agreement, the Partnership reimburses Hi-Crush Services and its affiliates, on a monthly basis, for the allocable expenses it incurs in its performance under the Services Agreement. These expenses include, among other things, administrative, rent and other expenses for individuals and entities that perform services for the Partnership. Hi-Crush Services and its affiliates will not be liable to the Partnership for its performance of services under the Services Agreement, except for liabilities resulting from gross negligence. During the three months ended March 31, 2016 and 2015 , the Partnership incurred $1,105 and $846 , respectively, of management and administrative service expenses from Hi-Crush Services.
In the normal course of business, our sponsor and its affiliates, including Hi-Crush Services, and the Partnership may from time to time make payments on behalf of each other. Through March 31, 2016, the sponsor had advanced $116,951 to Blair to pay for the construction of the Blair facility and working capital purposes.
As of March 31, 2016 , an outstanding balance of $119,856 payable to our sponsor is maintained as a current liability under the caption “Due to sponsor”.
During the three months ended March 31, 2016 and 2015 , the Partnership purchased $6,915 and $7,054 , respectively, of sand in total from Hi-Crush Whitehall LLC, a subsidiary of our sponsor and the entity that owns the sponsor's Whitehall facility, at a purchase price in excess of our production cost per ton.
During the three months ended March 31, 2015 , the Partnership purchased  $2,425 of sand from Goose Landing, LLC, a wholly owned subsidiary of Northern Frac Proppants II, LLC. We did not purchase any sand from Goose Landing, LLC, during the three months ended March 31, 2016 . The father of Mr. Alston, who is our general partner's Chief Operating Officer, owned a beneficial equity interest in Northern Frac Proppants II, LLC.
During the three months ended March 31, 2016 and throughout 2014 and 2015, the Partnership engaged in multiple construction projects and purchased equipment, machinery and component parts from various vendors that were represented by Alston Environmental Company, Inc. or Alston Equipment Company (“Alston Companies”), which regularly represent vendors in such transactions. The vendors in question paid a commission to the Alston Companies in an amount that is unknown to the Partnership. The sister of Mr. Alston, who is our general partner's Chief Operating Officer, owns a beneficial interest in the Alston Companies. The Partnership has not paid any sum directly to the Alston Companies and Mr. Alston has represented to the Partnership that he received no compensation from the Alston Companies related to these transactions.

10. Segment Reporting
The Partnership manages, operates and owns assets utilized to supply frac sand to its customers. It conducts operations through its one operating segment titled "Frac Sand Sales". This reporting segment of the Partnership is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

11. Commitments and Contingencies
The Partnership enters into sales contracts with customers. These contracts establish minimum annual sand volumes that the Partnership is required to make available to such customers under initial terms ranging from three to six years. Through March 31, 2016 , no payments for non-delivery of minimum annual sand volumes have been made by the Partnership to customers under these contracts.
D & I Silica, LLC ("D&I") has entered into a long-term supply agreement with a supplier (the "Sand Supply Agreement"), which includes a requirement to purchase certain volumes and grades of sands at specified prices. The quantities set forth in such agreement are not in excess of our current requirements.
The Partnership has entered into royalty agreements under which it is committed to pay royalties on sand sold from its production facilities for which the Partnership has received payment by the customer. Royalty expense is recorded as the sand is sold and is included in costs of goods sold. Royalty expense was $519 and $3,502 for the three months ended March 31, 2016 and 2015 , respectively.

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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

On October 24, 2014, the Partnership entered into a purchase and sale agreement to acquire certain tracts of land and specific quantities of the underlying frac sand deposits. The transaction includes three separate tranches of land and deposits, to be acquired over a three -year period from 2014 through 2016. Through March 31, 2016 , the Partnership acquired two tranches of land for $12,352 and has committed to purchase the remaining tranche during 2016 for total consideration of $6,176 .
The Partnership has long-term leases for railcars and equipment used at its terminal sites, some of which are also under long-term lease agreements with various railroads.
We have entered into service agreements with transload service providers which require us to purchase minimum amount of services over specific periods of time at specific locations. Our failure to purchase the minimum level of services would require us to pay shortfall fees. However, the minimum quantities set forth in the agreements are not in excess of our current forecasted requirements at these locations.
As of March 31, 2016 , future minimum operating lease payments and minimum purchase commitments are as follows:
Fiscal Year
Operating
Leases
 
Minimum Purchase
Commitments
2016 (nine months)
$
19,738

 
$
2,111

2017
26,839

 
2,836

2018
25,936

 
1,576

2019
23,703

 
1,866

2020
16,569

 
2,296

Thereafter
21,237

 
6,701

 
$
134,022

 
$
17,386

In addition, the Partnership has placed orders for additional leased railcars. Such long-term operating leases commence upon the future delivery of the railcars, which will result in additional future minimum operating lease payments. During the next two years, we expect to receive delivery of approximately 700 additional leased railcars. Following delivery of these additional railcars, we estimate our 2019 annual minimum lease payments will increase to approximately $29,000 .
From time to time the Partnership may be subject to various claims and legal proceedings which arise in the normal course of business. Management is not aware of any legal matters that are likely to have a material adverse effect on the Partnership’s financial position, results of operations or cash flows.

12. Impairments and Other Expenses
Our goodwill arose from the acquisition of D&I in 2013 and is therefore allocated to the D&I reporting unit. We performed our annual assessment of the recoverability of goodwill during the third quarter of 2015. Although we had seen a significant decrease in the price of our common units since August 2014, which had resulted in an overall reduction in our market capitalization, our market capitalization exceeded our recorded net book value as of September 30, 2015.  We updated our internal business outlook of the D&I reporting unit to consider the current economic environment that affects our operations. As part of the first step of goodwill impairment testing, we updated our assessment of our future cash flows, applying expected long-term growth rates, discount rates, and terminal values that we considered reasonable. We calculated a present value of the cash flows to arrive at an estimate of fair value under the income approach, and then used the market approach to corroborate this value. As a result of these estimates, we determined that there was no impairment of goodwill as of our annual assessment date.
Specific uncertainties affecting our estimated fair value include the impact of competition, the price of frac sand, future overall activity levels and demand for frac sand, activity levels of our significant customers, and other factors affecting the rate of our future growth. These factors were reviewed and assessed during the fourth quarter of 2015 and we determined that there was no impairment of goodwill as of December 31, 2015.

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

However, uncertain market conditions for frac sand resulting from current oil and natural gas prices continue. During the three months ended March 31, 2016, volumes sold through the D&I reporting unit declined below previously forecasted levels and pricing deteriorated further. Industry demand for frac sand has continued to decline as the reported Baker Hughes oil rig count in North America fell to 362 rigs as of March 31, 2016, marking a 2016 year-to-date decline of more than 30% . Our customers continue to face uncertainty related to activity levels and have reduced their active frac crews, resulting in further declines in well completion activity. Therefore, as of March 31, 2016, we determined that the state of market conditions and activity levels indicated that an impairment of goodwill may exist. As a result, we assessed qualitative factors and determined that we could not conclude it was more likely than not that the fair value of goodwill exceeded its carrying value. In turn, we prepared a quantitative analysis of the fair value of the goodwill as of March 31, 2016, based on the weighted average valuation across several income and market based valuation approaches. The underlying results of the valuation were driven by our actual results during the three months ended March 31, 2016 and the pricing, costs structures and market conditions existing as of March 31, 2016, which were below our forecasts at the time of the previous goodwill assessments. Other key estimates, assumptions and inputs used in the valuation included long-term growth rates, discounts rates, terminal values, valuation multiples and relative valuations when comparing the reporting unit to similar businesses or asset bases. Upon completion of the Step 1 and Step 2 valuation exercises, it was determined that a $33,745 impairment loss of all goodwill was incurred during the three months ended March 31, 2016, which was equal to the difference between the carrying value and estimated fair value of goodwill. The Partnership did not recognize any impairment losses for goodwill during the three months ended March 31, 2015.
We recognized impairments and other expenses as outlined in the following table:
 
Three Months Ended
 
March 31,
 
2016
 
2015
Impairment of Goodwill
$
33,745

 
$

Severance, retention and relocation
2

 

Impairments and other expenses
$
33,747

 
$


13. Condensed Consolidating Financial Information
The Partnership has filed a registration statement on Form S-3 to register, among other securities, debt securities. Each of the subsidiaries of the Partnership as of March 31, 2014 (other than Hi-Crush Finance Corp., whose sole purpose is to act as a co-issuer of any debt securities) was a 100% directly or indirectly owned subsidiary of the Partnership (the “guarantors”), will issue guarantees of the debt securities, if any of them issue guarantees, and such guarantees will be full and unconditional and will constitute the joint and several obligations of such guarantors. As of March 31, 2016 , the guarantors were our sole subsidiaries, other than Hi-Crush Finance Corp., Hi-Crush Augusta Acquisition Co. LLC, Hi-Crush Blair LLC, Hi-Crush Canada Inc and Hi-Crush Canada Distribution Corp., which are our 100% owned subsidiaries, and Augusta, of which we own 98.0% of the common equity interests.
As of March 31, 2016 , the Partnership had no assets or operations independent of its subsidiaries, and there were no significant restrictions upon the ability of the Partnership or any of its subsidiaries to obtain funds from its respective subsidiaries by dividend or loan. As of March 31, 2016 , none of the assets of our subsidiaries represented restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act.
For the purpose of the following financial information, the Partnership's investments in its subsidiaries are presented in accordance with the equity method of accounting. The operations, cash flows and financial position of the co-issuer are not material and therefore have been included with the parent's financial information.
Condensed consolidating financial information for the Partnership and its combined guarantor and combined non-guarantor subsidiaries is as follows for the dates and periods indicated.

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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Balance Sheet
As of March 31, 2016
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash
$
3,348

 
$
1,946

 
$
466

 
$

 
$
5,760

Accounts receivable, net

 
33,471

 

 

 
33,471

Intercompany receivables
43,455

 
164,474

 

 
(207,929
)
 

Inventories

 
12,852

 
9,814

 
(664
)
 
22,002

Prepaid expenses and other current assets
497

 
4,846

 
449

 

 
5,792

Total current assets
47,300

 
217,589


10,729

 
(208,593
)
 
67,025

Property, plant and equipment, net
13

 
170,117

 
236,173

 

 
406,303

Goodwill and intangible assets, net

 
11,359

 

 

 
11,359

Investment in consolidated affiliates
278,626

 

 
224,250

 
(502,876
)
 

Other assets
1,436

 
6,770

 
825

 

 
9,031

Total assets
$
327,375

 
$
405,835


$
471,977

 
$
(711,469
)
 
$
493,718

Liabilities, Equity and Partners' Capital
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
354

 
$
11,996

 
$
8,175

 
$

 
$
20,525

Intercompany payables

 

 
207,929

 
(207,929
)
 

Accrued and other current liabilities
1,102

 
3,394

 
2,879

 

 
7,375

Due to sponsor

 
3,021

 
116,835

 

 
119,856

Current portion of long-term debt
2,000

 
816

 

 

 
2,816

Total current liabilities
3,456

 
19,227


335,818

 
(207,929
)
 
150,572

Long-term debt
240,891

 
4,851

 

 

 
245,742

Asset retirement obligations

 
1,972

 
5,182

 

 
7,154

Total liabilities
244,347

 
26,050


341,000

 
(207,929
)
 
403,468

Equity and partners' capital:
 
 
 
 
 
 
 
 
 
Partners' capital
83,028

 
379,785

 
123,755

 
(503,540
)
 
83,028

Non-controlling interest

 

 
7,222

 

 
7,222

Total equity and partners' capital
83,028

 
379,785


130,977

 
(503,540
)
 
90,250

Total liabilities, equity and partners' capital
$
327,375

 
$
405,835


$
471,977

 
$
(711,469
)
 
$
493,718



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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Balance Sheet
As of December 31, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash
$
4,136

 
$
5,077

 
$
1,841

 
$

 
$
11,054

Accounts receivable, net

 
39,292

 
2,185

 

 
41,477

Intercompany receivables
47,951

 
160,108

 

 
(208,059
)
 

Inventories

 
19,180

 
9,159

 
(368
)
 
27,971

Prepaid expenses and other current assets
57

 
4,282

 
501

 

 
4,840

Total current assets
52,144

 
227,939

 
13,686

 
(208,427
)
 
85,342

Property, plant and equipment, net
14

 
164,500

 
228,998

 

 
393,512

Goodwill and intangible assets, net

 
45,524

 

 

 
45,524

Investment in consolidated affiliates
325,161

 

 
224,250

 
(549,411
)
 

Other assets
1,553

 
7,377

 
900

 

 
9,830

Total assets
$
378,872

 
$
445,340

 
$
467,834

 
$
(757,838
)
 
$
534,208

Liabilities, Equity and Partners' Capital
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
56

 
$
9,941

 
$
14,240

 
$

 
$
24,237

Intercompany payables

 

 
208,059

 
(208,059
)
 

Accrued and other current liabilities
1,284

 
1,910

 
3,235

 

 
6,429

Due to sponsor
319

 
575

 
105,852

 

 
106,746

Current portion of long-term debt
2,000

 
1,258

 

 

 
3,258

Total current liabilities
3,659

 
13,684

 
331,386

 
(208,059
)
 
140,670

Long-term debt
241,117

 
5,666

 

 

 
246,783

Asset retirement obligations

 
1,935

 
5,131

 

 
7,066

Total liabilities
244,776

 
21,285

 
336,517

 
(208,059
)
 
394,519

Equity and partners' capital:
 
 
 
 
 
 
 
 
 
Partners' capital
134,096

 
424,055

 
125,724

 
(549,779
)
 
134,096

Non-controlling interest

 

 
5,593

 

 
5,593

Total equity and partners' capital
134,096

 
424,055

 
131,317

 
(549,779
)
 
139,689

Total liabilities, equity and partners' capital
$
378,872

 
$
445,340

 
$
467,834

 
$
(757,838
)
 
$
534,208



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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Statements of Operations
For the Three Months Ended March 31, 2016
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
56,685

 
$
1,378

 
$
(5,915
)
 
$
52,148

Cost of goods sold (including depreciation, depletion and amortization)

 
56,324

 
2,021

 
(5,621
)
 
52,724

Gross profit (loss)

 
361

 
(643
)
 
(294
)
 
(576
)
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
2,340

 
10,811

 
1,210

 

 
14,361

Impairments and other expenses

 
33,747

 

 

 
33,747

Accretion of asset retirement obligations

 
36

 
52

 

 
88

Loss from operations
(2,340
)
 
(44,233
)
 
(1,905
)
 
(294
)
 
(48,772
)
Other income (expense):
 
 
 
 
 
 
 
 
 
Loss from consolidated affiliates
(46,533
)
 

 

 
46,533

 

Interest expense
(3,457
)
 
(37
)
 
(87
)
 

 
(3,581
)
Net loss
(52,330
)
 
(44,270
)
 
(1,992
)
 
46,239

 
(52,353
)
Loss attributable to non-controlling interest

 

 
23

 

 
23

Net loss attributable to Hi-Crush Partners LP
$
(52,330
)
 
$
(44,270
)
 
$
(1,969
)
 
$
46,239

 
$
(52,330
)

Condensed Consolidating Statements of Operations
For the Three Months Ended March 31, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
94,167

 
$
19,525

 
$
(11,581
)
 
$
102,111

Cost of goods sold (including depreciation, depletion and amortization)

 
69,290

 
10,380

 
(11,031
)
 
68,639

Gross profit

 
24,877

 
9,145

 
(550
)
 
33,472

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
2,637

 
2,963

 
996

 

 
6,596

Accretion of asset retirement obligations

 
34

 
49

 

 
83

Income (loss) from operations
(2,637
)
 
21,880

 
8,100

 
(550
)
 
26,793

Other income (expense):
 
 
 
 
 
 
 
 
 
Earnings from consolidated affiliates
29,202

 

 

 
(29,202
)
 

Interest expense
(3,258
)
 
(26
)
 
(33
)
 

 
(3,317
)
Net income
23,307

 
21,854

 
8,067

 
(29,752
)
 
23,476

Income attributable to non-controlling interest

 

 
(169
)
 

 
(169
)
Net income attributable to Hi-Crush Partners LP
$
23,307

 
$
21,854

 
$
7,898

 
$
(29,752
)
 
$
23,307


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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Statements of Cash Flows
For the Three Months Ended March 31, 2016
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Net cash provided by (used in) operating activities
$
(285
)
 
$
4,946

 
$
(2,275
)
 
$
(4,496
)
 
$
(2,110
)
Investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures for property, plant and equipment

 
(1,819
)
 
(11,305
)
 

 
(13,124
)
Net cash used in investing activities

 
(1,819
)
 
(11,305
)
 

 
(13,124
)
Financing activities:
 
 
 
 
 
 
 
 
 
Repayment of long-term debt
(500
)
 
(1,258
)
 

 

 
(1,758
)
Advances to parent, net

 
(5,000
)
 
504

 
4,496

 

Affiliate financing, net

 

 
11,701

 

 
11,701

Loan origination costs
(3
)
 

 

 

 
(3
)
Net cash provided by (used in) financing activities
(503
)
 
(6,258
)
 
12,205

 
4,496

 
9,940

Net decrease in cash
(788
)
 
(3,131
)
 
(1,375
)
 

 
(5,294
)
Cash:
 
 
 
 
 
 
 
 
 
Beginning of period
4,136

 
5,077

 
1,841

 

 
11,054

End of period
$
3,348

 
$
1,946

 
$
466

 
$

 
$
5,760


Condensed Consolidating Statements of Cash Flows
For the Three Months Ended March 31, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Net cash provided by operating activities
$
14,582

 
$
26,383

 
$
17,025

 
$
(19,493
)
 
$
38,497

Investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures for property, plant and equipment

 
(15,977
)
 
(21,414
)
 

 
(37,391
)
Net cash used in investing activities

 
(15,977
)
 
(21,414
)
 

 
(37,391
)
Financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt
25,000

 

 

 

 
25,000

Repayment of long-term debt
(13,000
)
 

 

 

 
(13,000
)
Advances to parent, net

 
(11,050
)
 
(8,443
)
 
19,493

 

Affiliate financing, net

 

 
13,364

 

 
13,364

Loan origination costs
(13
)
 

 

 

 
(13
)
Distributions paid
(26,255
)
 

 

 

 
(26,255
)
Net cash used in financing activities
(14,268
)
 
(11,050
)
 
4,921

 
19,493

 
(904
)
Net increase (decrease) in cash
314

 
(644
)
 
532

 

 
202

Cash:
 
 
 
 
 
 
 
 
 
Beginning of period
308

 
3,490

 
1,011

 

 
4,809

End of period
$
622

 
$
2,846

 
$
1,543

 
$

 
$
5,011



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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

14. Subsequent Events
On April 28, 2016 , the Partnership entered into a third amendment to our Revolving Credit Agreement. The amendment, among other things, provides for a reduction in the commitment level from $100,000 to $75,000 , waives the minimum quarterly EBITDA covenants and establishes a maximum EBITDA loss for the six months ending March 31, 2017. The amendment also provides for an equity cure that can be applied to EBITDA covenant ratios for 2017 and all future periods.
On April 28, 2016 , the Partnership entered into an underwriting agreement with an investment bank for a firm commitment underwriting of a common unit offering, which is expected to fund approximately $40,000 of gross equity issuance proceeds on or about May 4, 2016. Under the terms and subject to the conditions in the underwriting agreement the investment bank is obligated to purchase all the common units in the offering if any are purchased, other than those shares covered by an option to purchase additional shares therein. The underwriting agreement contains customary conditions precedent and termination events. The Partnership makes no assurance regarding the successful completion of the common unit offering. Proceeds from the common unit offering will be used for general partnership purposes.


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Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of our historical performance, financial condition and future prospects in conjunction with our unaudited condensed financial statements and accompanying notes in “Item 1. Financial Statements” contained herein and our audited financial statements as of December 31, 2015 , included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 23, 2016 . The information provided below supplements, but does not form part of, our unaudited condensed financial statements. This discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. See “Forward-Looking Statements” in this Quarterly Report on Form 10-Q. All amounts are presented in thousands except tonnage, acreage or per unit data, or where otherwise noted.
Overview
We are a pure play, low-cost, domestic producer and supplier of premium monocrystalline sand, a specialized mineral that is used as a proppant to enhance the recovery rates of hydrocarbons from oil and natural gas wells. Our reserves consist of “Northern White” sand, a resource existing predominately in Wisconsin and limited portions of the upper Midwest region of the United States, which is highly valued as a preferred proppant because it exceeds all American Petroleum Institute (“API”) specifications. We own, operate and develop sand reserves and related excavation and processing facilities. We operate through an extensive logistics network of rail-served destination terminals strategically located throughout Colorado, Pennsylvania, Ohio, New York and Texas, with an additional terminal currently under construction in Texas.
We sell a substantial portion of the frac sand we produce to customers with whom we have long-term contracts. Through March 31, 2016 , as a result of the existing and continuing market dynamics, we have provided contract customers with temporary pricing discounts and/or make-whole waivers, in certain circumstances in exchange for, among other things, additional term and/or volume. As of April 1, 2016, the average remaining contractual term was 3.5 years with remaining terms ranging from 21 to 64 months.
Our Assets and Operations
We own and operate an 857-acre facility with integrated rail infrastructure, located in Wyeville, Wisconsin (the "Wyeville facility") which, as of December 31, 2015 , contained 82.1 million tons of proven recoverable reserves of frac sand. We completed construction of the Wyeville facility in June 2011 and expanded the facility in 2012. The Wyeville facility has an annual processing capacity of approximately 1,850,000 tons of 20/100 frac sand per year.
We also own a 98.0% interest in the 1,187-acre facility with integrated rail infrastructure, located in Eau Claire County, Wisconsin (the "Augusta facility") which, as of December 31, 2015 , contained 40.9 million tons of proven recoverable reserves of frac sand. We completed construction of the Augusta facility in June 2012. The Augusta facility has an annual processing capacity of approximately 2,860,000 tons of 20/100 frac sand per year. As a result of current market conditions, the Augusta facility is temporarily idled.
We also own the 1,285-acre facility with integrated rail infrastructure, located near Blair, Wisconsin (the "Blair facility"). During March 2016, we completed construction and started operations of the Blair facility, which is capable of delivering approximately 2,860,000 tons of 20/100 frac sand per year. As of December 31, 2015 , the Blair facility contained 120.1 million tons of proven recoverable reserves of frac sand.
According to John T. Boyd Company ("John T. Boyd"), our proven reserves at the Wyeville, Augusta, and Blair facilities consist of coarse grade Northern White sand exceeding API specifications. Analysis of sand at our facilities by independent third-party testing companies indicates that they demonstrate characteristics exceeding of API specifications with regard to crush strength, turbidity and roundness and sphericity. Based on third-party reserve reports by John T. Boyd, as of December 31, 2015, we have an implied average reserve life of 32 years, assuming production at the rated capacity of 7,570,000 tons of 20/100 frac sand per year.
During the third quarter of 2014, our sponsor completed construction of the 1,447-acre facility with integrated rail infrastructure, located near Independence, Wisconsin and Whitehall, Wisconsin (the "Whitehall facility"). As of December 31, 2015 , this facility contained 80.7 million tons of proven recoverable reserves of frac sand and is capable of delivering approximately 2,860,000 tons of 20/100 frac sand per year. As a result of current market conditions, the Whitehall facility is temporarily idled.
As of March 31, 2016 , we own or operate 15 destination rail-based terminal locations throughout Colorado, Pennsylvania, Ohio, New York and Texas, of which five are temporarily idled and six are capable of accommodating unit trains. Our destination terminals include approximately 78,000 tons of rail storage capacity and approximately 102,000 tons of silo storage capacity.

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Table of Contents

We are continuously looking to increase the number of destination terminals we operate and expand our geographic footprint, allowing us to further enhance our customer service and putting us in a stronger position to take advantage of opportunistic short term pricing agreements. Our destination terminals are strategically located to provide access to Class I railroads, which enables us to cost effectively ship product from our production facilities in Wisconsin. As of March 31, 2016 , we leased or owned 4,142 railcars used to transport our sand from origin to destination and managed a fleet of approximately 1,800 additional railcars dedicated to our facilities by our customers or the Class I railroads.
How We Generate Revenue
We generate revenue by excavating, processing and delivering frac sand and providing related services. A substantial portion of our frac sand is sold to customers with whom we have long-term contracts which have current terms expiring between 2017 and 2021 . Each contract defines the minimum volume of frac sand that the customer is required to purchase monthly and annually, the volume that we are required to make available, the technical specifications of the product and the price per ton. During the three months ended March 31, 2016 , we continued to provide temporary price discounts and/or make-whole waivers to contract customers in response to the market driven decline in proppant demand. We also sell our frac sand on the spot market at prices and other terms determined by the existing market conditions as well as the specific requirements of the customer.
Delivery of sand to our customers may occur at the rail origin or at the destination terminal. We generate service revenues through performance of transportation services including railcar storage fees, transload services, silo storage and other miscellaneous services performed on behalf of our customers.
Due to sustained freezing temperatures in our area of operation during winter months, it is industry practice to halt excavation activities and operation of the wet plant during those months. As a result, we excavate and wash sand in excess of current delivery requirements during the months when those facilities are operational. This excess sand is placed in stockpiles that feed the dry plant and fill customer orders throughout the year.
Costs of Conducting Our Business
The principal expenses involved in production of raw frac sand are excavation costs, labor, utilities, maintenance and royalties. We have a contract with a third party to excavate raw frac sand, deliver the raw frac sand to our processing facility and move the sand from our wet plant to our dry plant. We pay a fixed price per ton excavated and delivered without regard to the amount of sand excavated that meets API specifications. Accordingly, we incur excavation costs with respect to the excavation of sand and other materials from which we ultimately do not derive revenue (rejected materials), and for sand which is still to be processed through the dry plant and not yet sold. However, the ratio of rejected materials to total amounts excavated has been, and we believe will continue to be, in line with our expectations, given the extensive core sampling and other testing we undertook at our facilities.
Labor costs associated with employees at our processing facilities represent the most significant cost of converting raw frac sand to finished product. We incur utility costs in connection with the operation of our processing facilities, primarily electricity and natural gas, which are both susceptible to price fluctuations. Our facilities require periodic scheduled maintenance to ensure efficient operation and to minimize downtime. Excavation, labor, utilities and other costs of production are capitalized as a component of inventory and are reflected in cost of goods sold when inventory is sold.
We pay royalties to third parties at our facilities at various rates, as defined in the individual royalty agreements, at an aggregate rate up to $6.15 per ton of sand excavated, delivered at our on-site rail facilities and paid for by our customers.
The principal expenses involved in distribution of raw sand are the cost of purchased sand, freight charges, fuel surcharges, railcar lease expense, terminal switch fees, demurrage costs, storage fees, transload fees, labor and facility rent.
We purchase sand from our sponsor's Whitehall facility, through a long-term supply agreement with a third party at a specified price per ton and also through the spot market. We incur transportation costs including trucking, rail freight charges and fuel surcharges when transporting our sand from its origin to destination. We utilize a diverse base of railroads to transport our sand and transportation costs are typically negotiated through long-term working relationships.
We incur general and administrative costs related to our corporate operations. Under our partnership agreement and the services agreement with our sponsor and our general partner, our sponsor has discretion to determine, in good faith, the proper allocation of costs and expenses to us for its services, including expenses incurred by our general partner and its affiliates on our behalf. The allocation of such costs are based on management’s best estimate of time and effort spent on the respective operations and facilities. Under these agreements, we reimburse our sponsor for all direct and indirect costs incurred on our behalf.



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How We Evaluate Our Operations
We utilize various financial and operational measures to evaluate our operations. Management measures the performance of the Partnership through performance indicators, including gross profit, contribution margin, earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA and distributable cash flow.
Gross Profit and Contribution Margin
We use contribution margin, which we define as total revenues less costs of goods sold excluding depreciation, depletion and amortization, to measure our financial and operating performance. Contribution margin excludes other operating expenses and income, including costs not directly associated with the operations of our business such as accounting, human resources, information technology, legal, sales and other administrative activities.  We believe contribution margin is a meaningful measure because it provides an operating and financial measure of our ability to generate margin in excess of our operating cost base.  
We use gross profit, which we define as revenues less costs of goods sold, to measure our financial performance. We believe gross profit is a meaningful measure because it provides a measure of profitability and operating performance based on the historical cost basis of our assets.
As a result, contribution margin, contribution margin per ton, sales volumes, sales price per ton sold and gross profit are key metrics used by management to evaluate our results of operations.
EBITDA, Adjusted EBITDA and Distributable Cash Flow
We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income (loss) plus depreciation, depletion and amortization and interest expense, net of interest income. We define Adjusted EBITDA as EBITDA, adjusted for any non-cash impairments of long-lived assets and goodwill. We define distributable cash flow as Adjusted EBITDA less cash paid for interest expense, income attributable to non-controlling interests and maintenance and replacement capital expenditures, including accrual for reserve replacement, plus accretion of asset retirement obligations and non-cash unit-based compensation. We use distributable cash flow as a performance metric to compare cash generating performance of the Partnership from period to period and to compare the cash generating performance for specific periods to the cash distributions (if any) that are expected to be paid to our unitholders. Distributable cash flow will not reflect changes in working capital balances. EBITDA and Adjusted EBITDA are supplemental measures utilized by our management and other users of our financial statements such as investors, commercial banks, research analysts and others, to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis.
Note Regarding Non-GAAP Financial Measures
EBITDA, Adjusted EBITDA and distributable cash flow are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our results of operations. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures has important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measures. You should not consider EBITDA, Adjusted EBITDA or distributable cash flow in isolation or as substitutes for analysis of our results as reported under GAAP. Because EBITDA, Adjusted EBITDA and distributable cash flow may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

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The following table presents a reconciliation of EBITDA, Adjusted EBITDA and distributable cash flow to the most directly comparable GAAP financial measure, as applicable, for each of the periods indicated:
 
Three Months Ended
 
March 31,
(in thousands)
2016
 
2015
Reconciliation of distributable cash flow to net income (loss):
 
 
 
Net income (loss)
$
(52,353
)
 
$
23,476

Depreciation and depletion expense
2,893

 
1,677

Amortization expense
420

 
733

Interest expense
3,581

 
3,317

EBITDA
(45,459
)
 
29,203

Non-cash impairment of goodwill
33,745

 

Adjusted EBITDA
(11,714
)
 
29,203

Less: Cash interest paid
(3,187
)
 
(2,905
)
Less: (Income) loss attributable to non-controlling interest
23

 
(169
)
Less: Maintenance and replacement capital expenditures, including accrual for reserve replacement (a)
(765
)
 
(1,259
)
Add: Accretion of asset retirement obligations
88

 
83

Add: Unit-based compensation
930

 
884

Distributable cash flow
(14,625
)
 
25,837

Adjusted for: Distributable cash flow attributable to Hi-Crush Blair LLC, prior to the Blair Contribution (b)
798

 
378

Distributable cash flow attributable to Hi-Crush Partners LP
(13,827
)
 
26,215

Less: Distributable cash flow attributable to holders of incentive distribution rights

 
(1,311
)
Distributable cash flow attributable to limited partner unitholders
$
(13,827
)
 
$
24,904

(a)
Maintenance and replacement capital expenditures, including accrual for reserve replacement, were determined based on an estimated reserve replacement cost of $1.35 per ton produced and delivered during the period. Such expenditures include those associated with the replacement of equipment and sand reserves, to the extent that such expenditures are made to maintain our long-term operating capacity. The amount presented does not represent an actual reserve account or requirement to spend the capital.
(b)
The Partnership's historical financial information has been recast to consolidate Blair for all periods presented. For purposes of calculating distributable cash flow attributable to Hi-Crush Partners LP, the Partnership excludes the incremental amount of recast distributable cash flow earned during the periods prior to the Blair Contribution.
Basis of Presentation
The following discussion of our historical performance and financial condition is derived from the historical financial statements.
Factors Impacting Comparability of Our Financial Results
Our historical results of operations and cash flows are not indicative of results of operations and cash flows to be expected in the future principally for the following reasons:
Through March 31, 2016 , we provided significant price concessions and waivers under our contracts. Since August 2014, oil and natural gas prices have continued to decline and persist at levels well below those experienced through the middle of 2014. As a result of these market dynamics, we have engaged and continue to be engaged in ongoing discussions with all of our contract customers regarding pricing and volume requirements under our existing contracts. While these discussions continue, we have provided contract customers with temporary pricing discounts and/or make-whole waivers, in certain circumstances in exchange for, among other things, additional term and/or volume. We continue to engage in discussions and may deliver sand at prices or at volumes below those provided for in our existing contracts. We expect that these circumstances may continue to negatively affect our revenues, net income and cash generated from operations into the remainder of 2016.

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We are currently storing a significant number of railcars. As of March 31, 2016 , approximately 1,913 of our leased railcar fleet was idled and held in storage. As a result, we are incurring storage costs for these railcars in addition to fixed railcar lease costs.
We impaired our goodwill during the three months ended March 31, 2016 During the three months ended March 31, 2016 , we completed an impairment assessment of our goodwill. As a result of the assessment, we estimated the fair value of our goodwill and determined that it was less than its carrying value, resulting in an impairment of $33,745 .
Our Augusta production facility is temporarily idled as of March 31, 2016 . As a result of current market conditions, we elected to temporarily idle our Augusta production facility, resulting in a decrease in volumes produced during the three months ended March 31, 2016 as compared to the same period of 2015 .
We incurred bad debt expense in connection with a customer’s bankruptcy filing. We incurred bad debt expense of $8,236 during the three months of March 31, 2016 , principally as a result of a spot customer filing for bankruptcy. Should negative market conditions continue to persist in 2016, our customer credit risk may increase, which could result in increased bad debt expense and/or reduced cash flows from operations.
We completed construction of our Blair facility. During the first quarter of 2016, we completed construction and commenced operations of our Blair facility.
Market Conditions
Since August 2014, oil and natural gas prices have continued to decline and persist at levels well below those experienced through the middle of 2014. As a result, the number of rigs drilling for oil and gas fell dramatically through March 31, 2016 as compared to the high levels achieved during third quarter 2014. Specifically during the first quarter of 2016, the reported Baker Hughes oil rig count in North America fell to 362 rigs as of March 31, 2016, marking a 2016 year-to-date decline of more than 30% . Due to the uncertainty regarding the timing and extent of a rebound, exploration and production companies have sharply reduced their drilling activities in an effort to control costs. In addition, many exploration and production companies have announced that a significant number of wells drilled since August 2014 have not yet been completed and may not be completed in the foreseeable future. As a result, customers continue to face uncertainty related to activity levels and have reduced their active frac crews, resulting in further declines in well completion activity. The combination of these factors, among others, has reduced proppant demand and pricing further in the first quarter of 2016 and significantly from the levels experienced during 2014. Given the energy industry's outlook for the remainder of 2016, we expect the low levels of well completion activity to continue throughout 2016, which may result in more pressure on frac sand pricing and reduced sales volumes.
In general, pricing for Northern White frac sand reached its highest levels during the fourth quarter of 2014. Since then and throughout 2015, spot market prices for Northern White frac sand have declined dramatically, as sand producers with excess inventories discounted sand pricing, and in some cases, substantially discounted sand pricing. Pricing has stabilized somewhat in the first quarter of 2016, although at historically low levels.
As a result of the market dynamics existing through March 31, 2016 , we have engaged and continue to be engaged in ongoing discussions with all of our contract customers regarding pricing and volume requirements under our existing contracts. While these discussions continue, we have provided contract customers with temporary pricing discounts and/or make-whole waivers, in certain circumstances in exchange for, among other things, additional term and/or volume. We continue to engage in discussions and may deliver sand at prices or at volumes below those provided for in our existing contracts. We expect that these circumstances may continue to negatively affect our revenues, net income and cash generated from operations for the remainder of 2016.
The following table presents sales, volume and pricing comparisons for the first quarter of 2016 , as compared to the fourth quarter of 2015 :
 
Three Months Ended
 
 
 
 
 
March 31,
 
December 31,
 
 
 
Percentage
 
2016
 
2015
 
Change
 
Change
Revenues generated from the sale of frac sand (in thousands)
$
51,897

 
$
62,776

 
$
(10,879
)
 
(17
)%
Tons sold
962,998

 
1,209,171

 
(246,173
)
 
(20
)%
Percentage of volumes sold in-basin
59
%
 
52
%
 
7
%
 
13
 %
Average price per ton sold
$
54

 
$
52

 
$
2

 
4
 %

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We continued to provide additional price discounts to customers during the first quarter of 2016 . Tons sold during the first quarter were 20% lower than the fourth quarter of 2015 . The decreased volumes, coupled with price discounts were slightly offset by a higher percentage of volumes purchased in-basin during the first quarter of 2016 . The combination of these factors led to our frac sand revenues decreasing compared to the prior quarter. Average sales price per ton sold increased to $54 per ton in the first quarter 2016 from $52 per ton in the fourth quarter 2015, reflecting the mix impact of increased in-basin sales.
Our sales volumes and pricing may be lower in the future if demand for frac sand continues to decrease. Such decreases could have a negative impact on our future liquidity if it results in lower net income and/or cash flows generated from operations. In such a circumstance, we may access availability under our revolving credit agreement and continue to focus on reducing our operating expenses. Despite the current market declines, we continue to believe that the long-term fundamental trends for frac sand demand, including the increased use of sand per lateral foot in well completions, remain favorable.
We have taken several steps to ensure we continue to deliver low-cost solutions to our customers, including construction of additional in-basin storage facilities and marketing of our product through additional third-party operated terminals. We eliminated the volumes of sand purchased from third parties, and worked to ensure that volumes were sourced at our lowest cost, combining our lowest production cost with the lowest origin to destination freight rates where possible. We strategically managed the size of our railcar fleet by eliminating the use of system cars to reduce cost. We also focused on ensuring optimal origin and destination routing as we experienced a larger percentage of our sales being made FOB destination.
On October 9, 2015, we announced a reduction in force to our employees in connection with the temporary idling of our Augusta production facility, which has a higher cost structure than our lowest cost production facility. In the first quarter of 2016, we transferred the remaining Augusta facility employees to our Blair facility. During the fourth quarter of 2015, we temporarily idled several transload facilities and closed an administrative office. In the first quarter of 2016, we further reduced headcount of certain transload facilities and temporarily idled our sponsor's Whitehall facility. Given the current macro environment, we continue to focus on reducing our costs to enhance profitability and better serve our customers. However, during 2016, we expect to continue to incur additional railcar storage expense upon delivery of additional leased railcars.
Results of Operations
Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015
The following table presents consolidated revenues and expenses for the periods indicated.
 
Three Months Ended
 
March 31,
 
2016
 
2015
Revenues
$
52,148

 
$
102,111

Costs of goods sold:
 
 
 
Production costs
6,284

 
15,188

Other cost of sales
43,550

 
51,464

Depreciation, depletion and amortization
2,890

 
1,987

Gross profit (loss)
(576
)
 
33,472

Operating costs and expenses
48,196

 
6,679

Income (loss) from operations
(48,772
)
 
26,793

Other income (expense):
 
 


Interest expense
(3,581
)
 
(3,317
)
Net income (loss)
(52,353
)
 
23,476

(Income) loss attributable to non-controlling interest
23

 
(169
)
Net income (loss) attributable to Hi-Crush Partners LP
$
(52,330
)
 
$
23,307


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Revenues
The following table presents sales, volume and pricing comparisons for the first quarter of 2016 , as compared to the first quarter of 2015:
 
Three Months Ended
 
 
 
 
 
March 31,
 
 
 
Percentage
 
2016
 
2015
 
Change
 
Change
Revenues generated from the sale of frac sand (in thousands)
$
51,897

 
$
86,874

 
$
(34,977
)
 
(40
)%
Tons sold
962,998

 
1,195,343

 
(232,345
)
 
(19
)%
Percentage of volumes sold in-basin
59
%
 
44
%
 
15
%
 
34
 %
Average price per ton sold
$
54

 
$
73

 
$
(19
)
 
(26
)%
Revenues generated from the sale of frac sand was $51,897 and $86,874 for the three months ended March 31, 2016 and 2015 , respectively, during which we sold 962,998 and 1,195,343 tons of frac sand, respectively. Average sales price per ton was $54 and $73 for the three months ended March 31, 2016 and 2015 , respectively. The sales prices between the two periods differ due to the mix in pricing of FOB plant and in-basin volumes ( 59% and 44% of tons were sold in-basin for the three months ended March 31, 2016 and 2015 , respectively), offset by changes in industry sales price trends. With the decline in oil and gas prices and resulting decline in drilling activity, we continued to provide discounted pricing for contract customers in the first quarter of 2016 . Price per ton exiting first quarter of 2016 was lower than the first quarter of 2015 .
Other revenue related to transload and terminaling, silo leases and other services was $251 and $15,237 for the three months ended March 31, 2016 and 2015 , respectively. The decrease in such revenues was driven by decreased transloading and logistics services provided at our destination terminals, resulting from lower overall industry sand demand and the decrease in volumes sold FOB plant.
Costs of goods sold – Production costs
We incurred production costs of $6,284 and $15,188 for the three months ended March 31, 2016 and 2015 , respectively, reflecting lower sales volumes, combined with a greater percentage of volumes produced and delivered from the lower cost Wyeville facility.
The principal components of production costs involved in operating our business are excavation costs, plant operating costs and royalties. Such costs, with the exception of royalties, are capitalized as a component of inventory and are reflected in costs of goods sold when inventory is sold. Royalties are charged to expense in the period in which they are incurred. The following table provides a comparison of the drivers impacting the level of production costs for the three months ended March 31, 2016 and 2015 .
 
Three Months Ended
 
March 31,
 
2016
 
2015
Excavation costs
$
1,827

 
$
3,493

Plant operating costs
3,938

 
8,193

Royalties
519

 
3,502

   Total production costs
$
6,284

 
$
15,188

The overall decrease in production costs was attributable to lower tonnage produced and delivered in the current period combined with a focus on sourcing our sand from our lowest cost facility.
Costs of goods sold – Other cost of sales
The other principal costs of goods sold are the cost of purchased sand, freight charges, fuel surcharges, railcar lease expense, terminal switch fees, demurrage costs, storage fees, transload fees, labor and facility rent. The cost of purchased sand and transportation related charges are capitalized as a component of inventory and are reflected in cost of goods sold when inventory is sold. Other cost components, including costs associated with in-basin storage, such as demurrage and terminal operations, which includes labor and rent, are charged to costs of goods sold in the period in which they are incurred.
We purchase sand from our sponsor's Whitehall facility, and in the first quarter of 2015, through a long-term supply agreement with a third party at a specified price per ton. For the three months ended March 31, 2016 and 2015 , we incurred $8,068 and $10,180 of purchased sand costs, respectively. The decrease was due to a lower purchase price paid in the first quarter of 2016 as compared to the first quarter of 2015 .

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We incur transportation costs including freight charges, fuel surcharges and railcar lease costs when transporting our sand from its origin to destination. For the three months ended March 31, 2016 and 2015 , we incurred $31,913 and $35,189 of transportation costs, respectively. Other costs of sales was $3,569 and $6,095 during the three months ended March 31, 2016 and 2015 , respectively, and was primarily comprised of demurrage, storage and transload fees and on-site labor. The decrease in transportation and other costs of sales was driven by decreased sales volumes and utilization of silo storage at our terminals.
Costs of goods sold – Depreciation, depletion and amortization of intangible assets
For the three months ended March 31, 2016 and 2015 , we incurred $2,890 and $1,987 , respectively, of depreciation, depletion and amortization expense. The increase was driven by an increased asset base resulting from completion of terminal expansions, coupled with the depletion of additional acreage acquired.
Gross Profit (Loss)
Gross loss was $576 for the three months ended March 31, 2016 , compared to gross profit of $33,472 for the three months ended March 31, 2015 . Gross profit percentage declined from 32.8% in first quarter of 2015 to (1.1)% in first quarter of 2016 . The decline was primarily driven by pricing discounts, decreased volumes and reduced other revenues, offset by lower production and transportation costs.
Operating Costs and Expenses
For the three months ended March 31, 2016 and 2015 , we incurred general and administrative expenses of $14,361 and $6,596 , respectively. The increase in such costs was primarily attributable to an $8,236 increase in bad debt expense associated with a spot customer filing for bankruptcy. For the three months ended March 31, 2016 , we incurred impairments and other expenses of $33,747 primarily related to the impairment of goodwill.
Interest Expense
Interest expense was $3,581 and $3,317 for the three months ended March 31, 2016 and 2015 , respectively. The increase in interest expense during the 2016 period was primarily attributable to an increased interest rate on borrowings on our revolver.
Net Income (Loss) Attributable to Hi-Crush Partners LP
Net loss attributable to Hi-Crush Partners LP was $52,330 for the three months ended March 31, 2016 , compared to net income of $23,307 for the three months ended March 31, 2015 .
Liquidity and Capital Resources
Overview
We expect our principal sources of liquidity will be cash generated by our operations, supplemented by borrowings under our revolving credit agreement, as available. We believe that cash from these sources will be sufficient to meet our short-term working capital requirements and long-term capital expenditure requirements. On April 28, 2016, we entered into a third amendment to our revolving credit agreement which provides for a reduction in the commitment level from $100,000 to $75,000. Our sources of liquidity consisted of $6,910 of available cash as of April 22, 2016, and $14,847 pursuant to available borrowings under the third amendment of our revolving credit agreement ($75,000, net of $52,500 indebtedness and $7,653 letter of credit commitments) as of April 28, 2016. Our revolving credit agreement allows distributions to unitholders up to 50% of quarterly distributable cash flow after quarterly debt payments on the term loan, and requires that capital expenditures during 2016 not exceed $28,000. The third amendment to our revolving credit agreement waives the minimum quarterly EBITDA covenants and establishes a maximum EBITDA loss for the six months ending March 31, 2017. The amendment also provides for an equity cure that can be applied to EBITDA covenant ratios for 2017 and all future periods. As of March 31, 2016, we were in compliance with the covenants contained in our revolving credit agreement. We expect to be in compliance with the covenants throughout the remainder of 2016. However, our ability to comply with such covenants in the future could be affected by the levels of cash flows from our operations and events and circumstances beyond our control, including the successful funding of at least $25,000 of equity proceeds. If market or other economic conditions deteriorate, our risk of non-compliance may increase. In addition, we have a $200,000 senior secured term loan facility which permits us to add one or more incremental term loan facilities in an aggregate amount not to exceed $100,000. Our General Partner is also authorized to issue an unlimited number of units without the approval of existing limited partner unitholders.

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We expect that our future principal uses of cash will be for working capital, capital expenditures, funding debt service obligations and making distributions to our unitholders. Capital expenditures totaled $13,124 during the three months ended March 31, 2016 , representing costs associated with the completion of the Blair facility and terminal facilities in Colorado and Texas, among other projects. We plan to spend $15,000 to $20,000 on capital expenditures during the remainder of 2016 related to the completion of a distribution terminal facility under construction in Texas, and the expansion of rail capacity at our Wyeville facility, among other projects. On October 26, 2015, our General Partner’s board of directors announced the temporary suspension of our quarterly distribution to common unitholders in order to conserve cash and preserve liquidity. It is currently uncertain when market conditions will improve, at which time it may be appropriate to reinstate the distribution.
Credit Ratings
As of April 28, 2016, the credit rating of the Partnership’s senior secured term loan credit facility was BB- from Standard and Poor’s and Caa1 from Moody’s.
The credit ratings of the Partnership’s senior secured term loan facility reflect only the view of a rating agency and should not be interpreted as a recommendation to buy, sell or hold any of our securities.  A credit rating can be revised upward or downward or withdrawn at any time by a rating agency, if it determines that circumstances warrant such a change.  A credit rating from one rating agency should be evaluated independently of credit ratings from other rating agencies.

Working Capital
Working capital is the amount by which current assets exceed current liabilities and is a measure of our ability to pay our liabilities as they become due. At the end of any given period, accounts receivable and payable tied to sales and purchases are relatively balanced to the volume of tons sold during the period. The factors that typically cause overall variability in the Partnership's working capital are (1) the Partnership's cash position, (2) inventory levels, which the Partnership closely manages, or (3) major structural changes in the Partnership's asset base or business operations, such as any acquisition, divestures or organic capital expenditures. As of March 31, 2016 , we had a working capital deficit of $86,491 , as compared to a deficit of $63,124 at December 31, 2015 . The deficit as of March 31, 2016 and December 31, 2015 is due to increased advances received from our sponsor to finance the construction of the Blair facility. Excluding the $116,951 of outstanding sponsor advances, our working capital balance would be positive $30,460 as of March 31, 2016 .
The following table summarizes our working capital as of the dates indicated.
 
March 31, 2016
 
December 31, 2015
Current assets:
 
 
 
Accounts receivable, net
$
33,471

 
$
41,477

Inventories
22,002

 
27,971

Prepaid and other current assets
5,792

 
4,840

Total current assets
61,265

 
74,288

Current liabilities:
 
 
 
Accounts payable
20,525

 
24,237

Accrued and other current liabilities
7,375

 
6,429

Due to sponsor
119,856

 
106,746

Total current liabilities
147,756

 
137,412

Working capital (deficit)
$
(86,491
)
 
$
(63,124
)
Accounts receivable decreased $8,006 during the three months ended March 31, 2016 . Excluding the increase in our bad debt allowance of $8,236 , accounts receivable increased by $230, the net impact of lower sales volumes and pricing compared to the fourth quarter of 2015 , offset by slower payments from customers.
Our inventory consists primarily of sand that has been excavated and processed through the wet plant and finished goods. The decrease in our inventory was primarily driven by a $2,858 draw down in our stockpile for processing through the dry plant during the winter months. In addition, our finished goods inventory decreased in alignment with a decrease in demand as compared to December 31, 2015. Most of our finished goods inventory is either in transit or held at our terminals for future sale.
Accounts payable and accrued liabilities decreased by $2,766 on a combined basis, primarily due to a decrease in outstanding payables associated with construction of the Blair facility, offset by an increase for facilities under construction in Colorado and Texas.
Our balance due to our sponsor increased $13,110 during the three months ended March 31, 2016 , primarily as a result of increased advances to fund the completion of our Blair facility and for sand purchased from our sponsor's Whitehall facility.

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The following table provides a summary of our cash flows for the periods indicated.
 
Three Months Ended
 
March 31,
 
2016
 
2015
Net cash provided by (used in):
 
 
 
Operating activities
$
(2,110
)
 
$
38,497

Investing activities
(13,124
)
 
(37,391
)
Financing activities
9,940

 
(904
)
Cash Flows - Three Months Ended March 31, 2016 and 2015
Operating Activities
Net cash used in operating activities was $2,110 for the three months ended March 31, 2016 , compared to net cash provided by operating activities of $38,497 for the three months ended March 31, 2015 . Operating cash flows include a net loss of $52,353 and net income earned of $23,476 during the three months ended March 31, 2016 and 2015 , respectively, adjusted for non-cash operating expenses and the changes in operating assets and liabilities described above. The decrease in cash flows from operations was primarily attributable to decreased gross profit margins, offset by a net decrease in our working capital associated with lower revenues and increased days of sales outstanding in the first quarter of 2016 as compared to the first quarter of 2015 .
Investing Activities
Net cash used in investing activities was $13,124 for the three months ended March 31, 2016 , and primarily consisted of capital expenditures related to the completion of the Blair facility and construction of distribution terminal facilities in Colorado and Texas. Net cash used in investing activities was $37,391 for the three months ended March 31, 2015 , and primarily consisted of capital expenditures to expand our Augusta production facility, construct our Blair facility, and expand silo storage at our terminal facilities in Pennsylvania and Ohio.
Financing Activities
Net cash proceeds from financing activities was $9,940 for the three months ended March 31, 2016 , and was primarily attributable to advances received from our sponsor to fund the completion of the Blair facility, offset by $1,758 of repayments on our long-term debt.
Net cash used in financing activities was $904 for the three months ended March 31, 2015 , and was comprised of $12,500 of cash proceeds from net borrowings under the revolving credit agreement, $13,364 of advances received from our sponsor to fund the construction of the Blair facility, offset by $26,255 of distributions paid to our unitholders, $13 of loan origination costs and a $500 repayment of our term loan.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our current or future financial condition, changes in financial condition, sales, expenses, results of operations, liquidity, capital expenditures or capital resources.
The Partnership has long-term operating leases for railcars and equipment used at its terminal sites, some of which are also under long-term lease agreements with various railroads.
Capital Requirements
During the three months ended March 31, 2016 , we spent $13,124 related to costs associated with completion of our Blair facility and distribution terminal facilities in Colorado and Texas, among other projects. We plan to spend $15,000 to $20,000 on capital expenditures during the remainder of 2016 related to the completion of a distribution terminal facility under construction in Texas, and the expansion of rail capacity at our Wyeville facility, among other projects.
Revolving Credit Agreement and Senior Secured Term Loan Facility
As of April 28, 2016, we have a $75,000 senior secured revolving credit agreement, which matures in April 2019. As of April 28, 2016, we had $52,500 of borrowings and $14,847 of undrawn borrowing capacity ($75,000, net of $52,500 of indebtedness and $7,653 letter of credit commitments) under our revolving credit agreement. The revolving credit agreement is available to fund working capital and for other general corporate purposes, including the making of certain restricted payments permitted therein. Borrowings under our revolving credit agreement are secured by substantially all of our assets.

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As of April 28, 2016, we have a $200,000 senior secured term loan facility, which matures in April 2021. As of April 28, 2016, the senior secured term loan facility was fully drawn with a $196,000 balance outstanding. The senior secured term loan facility permits us to add one or more incremental term loan facilities in an aggregate amount not to exceed $100,000. Any incremental senior secured term loan facility would be on terms to be agreed among us, the administrative agent under the senior secured term loan facility and the lenders who agree to participate in the incremental facility. Borrowings under our senior secured term loan facility are secured by substantially all of our assets.
For additional information regarding our revolving credit agreement and our senior secured term loan facility, see Note 6 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Forward-Looking Statements
Some of the information in this Quarterly Report on Form 10-Q may contain forward-looking statements. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2015 . Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and as such should not consider the following to be a complete list of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
the amount of frac sand we are able to excavate and process, which could be adversely affected by, among other things, operating difficulties and unusual or unfavorable geologic conditions;
the volume of frac sand we are able to buy and sell;
the price at which we are able to buy and sell frac sand;
changes in the price and availability of natural gas or electricity;
changes in prevailing economic conditions, including the extent of changes in natural gas, crude oil and other commodity prices;
unanticipated ground, grade or water conditions;
inclement or hazardous weather conditions, including flooding, and the physical impacts of climate change;
environmental hazards;
difficulties in obtaining or renewing environmental permits;
industrial accidents;
changes in laws and regulations (or the interpretation thereof) related to the mining and hydraulic fracturing industries, silica dust exposure or the environment;
the outcome of litigation, claims or assessments, including unasserted claims;
inability to acquire or maintain necessary permits, licenses or other approvals, including mining or water rights;
facility shutdowns in response to environmental regulatory actions;
inability to obtain necessary production equipment or replacement parts;
reduction in the amount of water available for processing;
technical difficulties or failures;
inability to attract and retain key personnel;
labor disputes and disputes with our excavation contractor;
late delivery of supplies;
difficulty collecting receivables;
inability of our customers to take delivery;
changes in the price and availability of transportation;
fires, explosions or other accidents;
cave-ins, pit wall failures or rock falls;
our ability to borrow funds and access capital markets;
changes in the political environment of the drilling basins in which we and our customers operate; and
changes in the railroad infrastructure, price, capacity and availability, including the potential for rail line washouts.
All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.


34
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INDEX TO EXHIBIT 99.3
 
Page
 

1

Table of Contents

ITEM 1. FINANCIAL STATEMENTS.
HI-CRUSH PARTNERS LP
Condensed Consolidated Balance Sheets
(In thousands, except unit amounts)
(Unaudited)
 
June 30, 2016 (a)
 
December 31, 2015 (a)
Assets
 
 
 
Current assets:
 
 
 
Cash
$
39,662

 
$
11,054

Accounts receivable, net
23,775

 
41,477

Inventories
28,011

 
27,971

Prepaid expenses and other current assets
7,113

 
4,840

Total current assets
98,561

 
85,342

Property, plant and equipment, net
408,219

 
393,512

Goodwill and intangible assets, net
10,938

 
45,524

Other assets
8,123

 
9,830

Total assets
$
525,841

 
$
534,208

Liabilities, Equity and Partners’ Capital
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
15,477

 
$
24,237

Accrued and other current liabilities
4,848

 
6,429

Due to sponsor
121,249

 
106,746

Current portion of long-term debt
2,917

 
3,258

Total current liabilities
144,491

 
140,670

Long-term debt
192,240

 
246,783

Asset retirement obligations
7,619

 
7,066

Total liabilities
344,350

 
394,519

Commitments and contingencies

 

Equity and partners’ capital:
 
 
 
General partner interest

 

Limited partners interest, 49,139,227 and 36,959,970 units outstanding, respectively
174,289

 
134,096

Total partners’ capital
174,289

 
134,096

Non-controlling interest
7,202

 
5,593

Total equity and partners' capital
181,491

 
139,689

Total liabilities, equity and partners’ capital
$
525,841

 
$
534,208


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 3 .

See Notes to Unaudited Condensed Consolidated Financial Statements.

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Table of Contents

HI-CRUSH PARTNERS LP
Condensed Consolidated Statements of Operations
(In thousands, except per unit amounts)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016 (a)
 
2015 (a)
 
2016 (a)
 
2015 (a)
Revenues
$
38,429

 
$
83,958

 
$
90,577

 
$
186,069

Cost of goods sold (including depreciation, depletion and amortization)
38,968

 
63,698

 
91,692

 
132,337

Gross profit (loss)
(539
)
 
20,260

 
(1,115
)
 
53,732

Operating costs and expenses:
 
 
 
 
 
 
 
General and administrative expenses
6,053

 
6,835

 
20,414

 
13,431

Impairments and other expenses (Note 12)
102

 

 
33,849

 

Accretion of asset retirement obligations
92

 
84

 
180

 
167

Income (loss) from operations
(6,786
)
 
13,341

 
(55,558
)
 
40,134

Other income (expense):
 
 
 
 
 
 
 
Interest expense
(3,972
)
 
(2,984
)
 
(7,553
)
 
(6,301
)
Net income (loss)
(10,758
)
 
10,357

 
(63,111
)
 
33,833

(Income) loss attributable to non-controlling interest
20

 
2

 
43

 
(167
)
Net income (loss) attributable to Hi-Crush Partners LP
$
(10,738
)
 
$
10,359

 
$
(63,068
)
 
$
33,666

Earnings (loss) per limited partner unit:
 
 
 
 
 
 
 
Basic
$
(0.26
)
 
$
0.31

 
$
(1.57
)
 
$
0.92

Diluted
$
(0.26
)
 
$
0.31

 
$
(1.57
)
 
$
0.91


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 3 .
See Notes to Unaudited Condensed Consolidated Financial Statements.


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Table of Contents

HI-CRUSH PARTNERS LP
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
Six Months Ended
 
June 30,
 
2016 (a)
 
2015 (a)
Operating activities:
 
 
 
Net income (loss)
$
(63,111
)
 
$
33,833

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
Depreciation and depletion
6,834

 
5,712

Amortization of intangible assets
841

 
1,466

Loss on impairment of goodwill
33,745

 

Provision for doubtful accounts
8,236

 

Unit-based compensation to directors and employees
1,860

 
1,937

Amortization of loan origination costs into interest expense
1,121

 
826

Accretion of asset retirement obligations
180

 
167

Gain on disposal of property, plant and equipment
(40
)
 

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
9,466

 
28,977

Prepaid expenses and other current assets
(2,059
)
 
2,196

Inventories
107

 
(2,842
)
Other assets
1,264

 
(488
)
Accounts payable
1,404

 
(7,421
)
Accrued and other current liabilities
(1,580
)
 
(1,104
)
Due to sponsor
(2,843
)
 
(5,557
)
Net cash provided by (used in) operating activities
(4,575
)
 
57,702

Investing activities:
 
 
 
Capital expenditures for property, plant and equipment
(29,787
)
 
(66,229
)
Net cash used in investing activities
(29,787
)
 
(66,229
)
Financing activities:
 
 
 
Proceeds from equity issuance, net
101,186

 

Proceeds from issuance of long-term debt

 
50,000

Repayment of long-term debt
(55,434
)
 
(13,500
)
Loan origination costs
(128
)
 
(101
)
Affiliate financing, net
17,346

 
26,855

Distributions paid

 
(52,516
)
Net cash provided by financing activities
62,970

 
10,738

Net increase in cash
28,608

 
2,211

Cash:
 
 
 
Beginning of period
11,054

 
4,809

End of period
$
39,662

 
$
7,020

Non-cash investing and financing activities:
 
 
 
Increase (decrease) in accounts payable and accrued and other current liabilities for additions to property, plant and equipment
$
(10,114
)
 
$
2,129

Increase in property, plant and equipment for asset retirement obligations
$
373

 
$

Expense paid by Member on behalf of Hi-Crush Blair LLC
$
1,652

 
$
970

Cash paid for interest
$
6,432

 
$
5,474


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 3 .

See Notes to Unaudited Condensed Consolidated Financial Statements.

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Table of Contents

HI-CRUSH PARTNERS LP
Condensed Consolidated Statement of Partners’ Capital
(In thousands)
(Unaudited)
 
General
Partner
Capital
 
Limited
Partner
Capital
 
Total
Partner
Capital
 
Non-Controlling
Interest
 
Total Equity and
Partners' Capital
Balance at December 31, 2015
$

 
$
134,096

 
$
134,096

 
$
5,593

 
$
139,689

Issuance of common units, net

 
101,186

 
101,186

 

 
101,186

Issuance of limited partner units to directors

 
453

 
453

 

 
453

Unit-based compensation expense

 
1,621

 
1,621

 

 
1,621

Forfeiture of distribution equivalent rights

 
1

 
1

 

 
1

Non-cash contributions by sponsor (a)

 

 

 
1,652

 
1,652

Net loss (a)

 
(63,068
)
 
(63,068
)
 
(43
)
 
(63,111
)
Balance at June 30, 2016
$

 
$
174,289

 
$
174,289

 
$
7,202

 
$
181,491


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 3 .
See Notes to Unaudited Condensed Consolidated Financial Statements.

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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


1 Basis of Presentation and Use of Estimates
The accompanying unaudited interim Condensed Consolidated Financial Statements (“interim statements”) of Hi-Crush Partners LP (together with its subsidiaries, the “Partnership”, “we”, “us” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments and disclosures necessary for a fair statement are reflected in the interim periods presented. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with the Partnership’s Consolidated Financial Statements for the year ended December 31, 2015 , which are included in the Partnership’s Annual Report on Form 10-K filed with the SEC on February 23, 2016 and the recast financial information included in Exhibit 99.1. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by GAAP.
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. These financial statements have been prepared assuming the Partnership will continue to operate as a going concern. On a quarterly basis, the Partnership assesses whether conditions have emerged which may cast substantial doubt about the Partnership's ability to continue as a going concern for the next twelve months. Refer to Note 6 - Long-Term Debt for additional disclosure on covenant compliance under our Revolving Credit Agreement.
Hi-Crush Partners LP is a Delaware limited partnership formed on May 8, 2012 to acquire selected sand reserves and related processing and transportation facilities of Hi-Crush Proppants LLC. The Partnership is engaged in the excavation and processing of raw frac sand for use in hydraulic fracturing operations for oil and natural gas wells. In connection with its formation, the Partnership issued a non-economic general partner interest to Hi-Crush GP LLC, our general partner (the “General Partner” or “Hi-Crush GP”), and a 100% limited partner interest to Hi-Crush Proppants LLC (the “sponsor”), its organizational limited partner.
On August 9, 2016 , the Partnership entered into a contribution agreement with the sponsor to acquire all of the outstanding membership interests in Hi-Crush Blair LLC ("Blair"), the entity that owns our sponsor's Blair facility (the "Blair Contribution").
The Blair Contribution was accounted for as a transaction between entities under common control whereby Blair's net assets were recorded at their historical cost. Therefore, the Partnership's historical financial information was recast to combine Blair and the Partnership as if the combination had been in effect since inception of the common control on July 31, 2014. Refer to Note 3 for additional disclosure regarding the Blair Contribution.

2. Significant Accounting Policies
In addition to the significant accounting policies listed below, a comprehensive discussion of our critical accounting policies and estimates is included in our Annual Report on Form 10-K filed with the SEC on February 23, 2016 .
Accounts Receivable
Trade receivables relate to sales of raw frac sand and related services for which credit is extended based on the customer’s credit history and are recorded at the invoiced amount and do not bear interest. The Partnership regularly reviews the collectability of accounts receivable. When it is probable that all or part of an outstanding balance will not be collected, the Partnership establishes or adjusts an allowance as necessary generally using the specific identification method. Account balances are charged against the allowance after all means of collection have been exhausted and potential recovery is considered remote. As of June 30, 2016 and December 31, 2015 , the Partnership maintained an allowance for doubtful accounts of $8,612 and $663 , respectively. During the six months ended June 30, 2016 , the Partnership increased its allowance as the result of a spot customer filing for bankruptcy.
Deferred Charges
Certain direct costs incurred in connection with debt financing have been capitalized and are being amortized using the straight-line method, which approximates the effective interest method, over the life of the debt. Amortization expense is included in interest expense.
On April 28, 2016, we amended our Revolving Credit Agreement. As a result of this modification, we accelerated amortization of $349 representing a portion of the remaining unamortized balance of debt issuance costs. Refer to Note 6 - Long-Term Debt for additional disclosure on our Revolver Credit Agreement.

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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

In the first quarter of 2016, we adopted and applied on a retrospective basis the Accounting Standards Update No. 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. As of June 30, 2016 and December 31, 2015 , the Partnership maintained unamortized debt issuance costs of $3,946 and $4,354 within long-term debt, respectively (See Note 6 - Long-Term Debt ).
Goodwill
Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Partnership performs an assessment of the recoverability of goodwill during the third quarter of each fiscal year, or more often if events or circumstances indicate the impairment of an asset may exist. Our assessment of goodwill is based on qualitative factors to determine whether the fair value of the reporting unit is more likely than not less than the carrying value. An additional quantitative impairment analysis is completed if the qualitative analysis indicates that the fair value is not substantially in excess of the carrying value. The quantitative analysis determines the fair value of the reporting unit based on the discounted cash flow method and relative market-based approaches. Refer to Note 12 - Impairments and Other Expenses for additional disclosure on goodwill.
Revenue Recognition
Frac sand sales revenues are recognized when legal title passes to the customer, which may occur at the production facility, rail origin or at the destination terminal. At that point, delivery has occurred, evidence of a contractual arrangement exists and collectability is reasonably assured. Amounts received from customers in advance of sand deliveries are recorded as deferred revenue. Revenue from make-whole provisions in our customer contracts is recognized at the end of the defined cure period.
A substantial portion of our frac sand is sold to customers with whom we have long-term supply agreements, the current terms of which expire between 2017 and 2021 . The agreements define, among other commitments, the volume of product that the Partnership must provide, the price that will be charged to the customer, and the volume that the customer must purchase by the end of the defined cure periods, which can range from three months to the end of a contract year.
Transportation services revenues are recognized as the services have been completed, meaning the related services have been rendered. At that point, delivery of service has occurred, evidence of a contractual arrangement exists and collectability is reasonably assured. Amounts received from customers in advance of transportation services being rendered are recorded as deferred revenue.
Fair Value of Financial Instruments
The amounts reported in the balance sheet as current assets or liabilities, including cash, accounts receivable, accounts payable, accrued and other current liabilities approximate fair value due to the short-term maturities of these instruments. The fair value of the senior secured term loan approximated $156,400 as of June 30, 2016 , based on the market price quoted from external sources, compared with a carrying value of $195,500 . If the senior secured term loan was measured at fair value in the financial statements, it would be classified as Level 2 in the fair value hierarchy.
Net Income per Limited Partner Unit
We have identified the sponsor’s incentive distribution rights as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income or loss shall be allocated to the partners based on their respective sharing of income specified in the partnership agreement. Net income or loss per unit applicable to limited partners is computed by dividing limited partners’ interest in net income or loss, after deducting any sponsor incentive distributions, by the weighted-average number of outstanding limited partner units.
As described in Note 1 , the Partnership's historical financial information has been recast to combine Blair for all periods presented. The amounts of incremental income or losses recast to periods prior to the Blair Contribution are excluded from the calculation of net income per limited partner unit.
Income Taxes
The Partnership is a pass-through entity and is not considered a taxable entity for federal tax purposes. Therefore, there is not a provision for income taxes in the accompanying Condensed Consolidated Financial Statements. The Partnership’s net income or loss is allocated to its partners in accordance with the partnership agreement. The partners are taxed individually on their share of the Partnership’s earnings. At June 30, 2016 and December 31, 2015 , the Partnership did not have any liabilities for uncertain tax positions or gross unrecognized tax benefits.

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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09 ("ASU 2014-09"), an update that supersedes the most current revenue recognition guidance, as well as some cost recognition guidance. The update requires that an entity recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. The authoritative guidance, which may be applied on a full retrospective or modified retrospective basis whereby the entity records a cumulative effect of initially applying this update at the date of initial application, will be effective for the Partnership beginning January 1, 2018. Early adoption is not permitted. The FASB has also issued the following standards which clarify ASU 2014-09 and have the same effective date as the original standard: ASU No. 2016-12,  Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients  and   ASU 2016-10  Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing . The Partnership is currently evaluating the potential method and impact of this authoritative guidance on its Consolidated Financial Statements.

3. Acquisition of Hi-Crush Blair LLC
On August 9, 2016 , the Partnership entered into an agreement with our sponsor to acquire all of the outstanding membership interests in Blair, the entity that owns our sponsor’s Blair facility, for $75,000 in cash, 7,053,292 of newly issued common units in the Partnership, and pay up to $10,000 of contingent earnout consideration (the "Blair Contribution"). This transaction closed on August 31, 2016 .
As a result of this transaction, the Partnership's historical financial information has been recast to combine the Condensed Consolidated Statements of Operations and the Condensed Consolidated Balance Sheets of the Partnership with those of Blair as if the combination had been in effect since inception of common control on July 31, 2014. Any material transactions between the Partnership and Blair have been eliminated. The balance of non-controlling interest as of June 30, 2016 includes the sponsor's interest in Blair prior to the combination. Except for the combination of the Condensed Consolidated Statements of Operations and the respective allocation of recast net income (loss), capital transactions between the sponsor and Blair prior to August 31, 2016 have not been allocated on a recast basis to the Partnership’s unitholders. Such transactions are presented within the non-controlling interest column in the Condensed Consolidated Statement of Partners' Capital as the Partnership and its unitholders would not have participated in these transactions.
The following tables present our recast revenues, net income (loss) and net income (loss) attributable to Hi-Crush Partners LP per limited partner unit giving effect to the Blair Contribution, as reconciled to the revenues, net income (loss) and net income (loss) attributable to Hi-Crush Partners LP per limited partnership unit of the Partnership.
 
Three Months Ended June 30, 2016
 
Partnership
 
 
 
 
 
Partnership
 
Historical
 
Blair
 
Eliminations
 
Recast
Revenues
$
38,429

 
$
7,255

 
$
(7,255
)
 
$
38,429

Net income (loss)
$
(10,911
)
 
$
446

 
$
(293
)
 
$
(10,758
)
Net loss attributable to Hi-Crush Partners LP per limited partner unit - basic
$
(0.26
)
 
 
 
 
 
$
(0.25
)
 
Three Months Ended June 30, 2015
 
Partnership
 
 
 
 
 
Partnership
 
Historical
 
Blair
 
Eliminations
 
Recast
Revenues
$
83,958

 
$

 
$

 
$
83,958

Net income (loss)
$
11,448

 
$
(1,091
)
 
$

 
$
10,357

Net income attributable to Hi-Crush Partners LP per limited partner unit - basic
$
0.31

 
 
 
 
 
$
0.28


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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

 
Six Months Ended June 30, 2016
 
Partnership
 
 
 
 
 
Partnership
 
Historical
 
Blair
 
Eliminations
 
Recast
Revenues
$
90,577

 
$
7,288

 
$
(7,288
)
 
$
90,577

Net loss
$
(62,428
)
 
$
(390
)
 
$
(293
)
 
$
(63,111
)
Net loss attributable to Hi-Crush Partners LP per limited partner unit - basic
$
(1.57
)
 
 
 
 
 
$
(1.59
)
 
Six Months Ended June 30, 2015
 
Partnership
 
 
 
 
 
Partnership
 
Historical
 
Blair
 
Eliminations
 
Recast
Revenues
$
186,069

 
$

 
$

 
$
186,069

Net income (loss)
$
35,302

 
$
(1,469
)
 
$

 
$
33,833

Net income attributable to Hi-Crush Partners LP per limited partner unit - basic
$
0.92

 
 
 
 
 
$
0.88


4. Inventories
Inventories consisted of the following:
 
June 30, 2016
 
December 31, 2015
Raw material
$
196

 
$

Work-in-process
14,588

 
11,827

Finished goods
10,891

 
13,960

Spare parts
2,336

 
2,184

Inventories
$
28,011

 
$
27,971


5. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
 
June 30, 2016
 
December 31, 2015
Buildings
$
10,924

 
$
5,519

Mining property and mine development
80,217

 
79,244

Plant and equipment
235,992

 
151,582

Rail and rail equipment
44,024

 
29,300

Transload facilities and equipment
77,970

 
62,557

Construction-in-progress
2,755

 
102,464

Property, plant and equipment
451,882

 
430,666

Less: Accumulated depreciation and depletion
(43,663
)
 
(37,154
)
Property, plant and equipment, net
$
408,219

 
$
393,512

Depreciation and depletion expense was $3,941 and $4,035 during the three months ended June 30, 2016 and 2015 , respectively and $6,834 and $5,712 during the six months ended June 30, 2016 and 2015 , respectively.

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

The Partnership recognized a (gain) loss on the disposal of fixed assets of $(15) and $49 during the three months ended June 30, 2016 and 2015 , respectively and $(40) and $50 during the six months ended June 30, 2016 and 2015 , respectively. During the fourth quarter of 2015, the Partnership elected to temporarily idle the Augusta facility. No impairment has been recorded related to the Augusta facility.

6. Long-Term Debt
Long-term debt consisted of the following:
 
June 30, 2016
 
December 31, 2015
Revolving Credit Agreement
$

 
$
52,500

Term Loan Credit Facility
195,500

 
196,500

Less: Unamortized original issue discount
(1,388
)
 
(1,529
)
Less: Unamortized debt issuance costs
(3,946
)
 
(4,354
)
Other notes payable
4,991

 
6,924

Total debt
195,157

 
250,041

Less: current portion of long-term debt
(2,917
)
 
(3,258
)
Long-term debt
$
192,240

 
$
246,783

Revolving Credit Agreement
On April 28, 2014, the Partnership entered into an amended and restated credit agreement (the "Revolving Credit Agreement"). The Revolving Credit Agreement is a senior secured revolving credit facility that permits aggregate borrowings of up to $150,000 , including a $25,000 sublimit for letters of credit and a $10,000 sublimit for swing line loans. The Revolving Credit Agreement matures on April 28, 2019 . On November 5, 2015, the Partnership entered into a second amendment (the "Second Amendment") to the Revolving Credit Agreement. The Second Amendment provided for a reduction in the commitment level from $150,000 to $100,000 . On April 28, 2016 , the Partnership entered into a third amendment (the "Third Amendment") to the Revolving Credit Agreement which provides for a reduction in the commitment level to $75,000 . The previously outstanding balance of $52,500 under the Revolving Credit Agreement was paid in full as of June 30, 2016.
The Revolving Credit Agreement is secured by substantially all assets of the Partnership. In addition, the Partnership's subsidiaries have guaranteed the Partnership's obligations under the Revolving Credit Agreement and have granted to the revolving lenders security interests in substantially all of their respective assets.
Borrowings under the Revolving Credit Agreement, as amended, bear interest at a rate equal to a Eurodollar rate plus an applicable margin of 4.50% per annum through June 30, 2017 (the "Effective Period").
The Revolving Credit Agreement also contains customary representations and warranties and customary affirmative and negative covenants, including limits or restrictions on the Partnership’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. The Second Amendment to the Revolving Credit Agreement waives the compliance of customary financial covenants, which are a leverage ratio and minimum interest coverage ratio, through the Effective Period. In addition the Second Amendment established certain minimum quarterly EBITDA covenants, allows distributions to unitholders up to 50% of quarterly distributable cash flow after quarterly debt payments on the term loan, and requires that capital expenditures during 2016 not exceed $28,000 . The Third Amendment waives the minimum quarterly EBITDA covenants, establishes a maximum EBITDA loss for the six months ending March 31, 2017 and provides for an equity cure that can be applied to EBITDA covenant ratios for 2017 and all future periods. In addition, the Revolving Credit Agreement contains customary events of default (some of which are subject to applicable grace or cure periods), including among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. Such events of default could entitle the lenders to cause any or all of the Partnership’s indebtedness under the Revolving Credit Agreement to become immediately due and payable. If such a default were to occur, and resulted in a cross default of the Term Loan Credit Agreement, all of our outstanding debt obligations could be accelerated resulting in substantial doubt regarding the Partnership’s ability to meet its obligations over the next twelve months and continue as a going concern.
As of June 30, 2016 , we were in compliance with the covenants contained in the Revolving Credit Agreement. Our ability to comply with such covenants in the future could be affected by the levels of cash flows from our operations and events or circumstances beyond our control.  If market or other economic conditions deteriorate, our risk of non-compliance may increase.

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

As of June 30, 2016 , we had no indebtedness and $67,413 of undrawn borrowing capacity ( $75,000 , net of $7,587 letter of credit commitments) under our Revolving Credit Agreement.
Term Loan Credit Facility
On April 28, 2014, the Partnership entered into a credit agreement (the "Term Loan Credit Agreement") providing for a senior secured term loan credit facility (the “Term Loan Credit Facility”) that permits aggregate borrowings of up to $200,000 , which has been fully drawn. The Term Loan Credit Agreement permits the Partnership, at its option, to add one or more incremental term loan facilities in an aggregate amount not to exceed $100,000 . Any incremental term loan facility would be on terms to be agreed among the Partnership, the administrative agent and the lenders who agree to participate in the incremental facility. The maturity date of the Term Loan Credit Facility is April 28, 2021 .
The Term Loan Credit Agreement is secured by substantially all assets of the Partnership. In addition, the Partnership’s subsidiaries have guaranteed the Partnership’s obligations under the Term Loan Credit Agreement and have granted to the lenders security interests in substantially all of their respective assets.
Borrowings under the Term Loan Credit Agreement bear interest at a rate equal to, at the Partnership’s option, either (1) a base rate plus an applicable margin of 2.75% per annum or (2) a Eurodollar rate plus an applicable margin of 3.75% per annum, subject to a LIBOR floor of 1.00% .
The Term Loan Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including limits or restrictions on the Partnership’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. In addition, it contains customary events of default that entitle the lenders to cause any or all of the Partnership’s indebtedness under the Term Loan Credit Agreement to become immediately due and payable. The events of default (some of which are subject to applicable grace or cure periods), include, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. As of June 30, 2016 , we were in compliance with the terms of the agreement.
As of June 30, 2016 , we had $190,166 indebtedness ( $195,500 , net of $1,388 of discounts and $3,946 of debt issuance costs) under our Term Loan Credit Facility, which carried an interest rate of 4.75% as of June 30, 2016 .
Other Notes Payable
On October 24, 2014, the Partnership entered into a purchase and sales agreement to acquire land and underlying frac sand deposits. Through June 30, 2016 , the Partnership paid total cash consideration of $5,000 , and issued two three -year promissory notes in the amounts of $3,676 , each, in connection with this agreement. The three-year promissory notes accrue interest at a rate equal to the applicable short-term federal rate, which was 0.70% as of June 30, 2016 . All principal and accrued interest is due and payable at the end of the three-year note terms in October 2017 and December 2018, respectively. However, the notes may be prepaid on a quarterly basis during the three-year terms if sand is extracted, delivered, sold and paid for from the properties.
During the three and six months ended June 30, 2016 , the Partnership made prepayments of $676 and $1,934 based on the volume of sand extracted, delivered, sold and paid for, respectively. In July 2016, the Partnership made a prepayment of approximately $917 based on the volume of sand extracted, delivered, sold and paid for through the second quarter of 2016. We did not make any prepayments during the six months ended June 30, 2015 .

7. Equity
As of June 30, 2016 , our sponsor owned 13,640,351 common units, representing a 27.8% ownership interest in the limited partner units. In addition, our sponsor is the owner of our General Partner.  
During the second quarter of 2016, the Partnership completed two public offerings for a total of 12,075,000 common units, representing limited partnership interests in the Partnership for aggregate net proceeds of approximately $101,186 .
Incentive Distribution Rights
Incentive distribution rights represent the right to receive increasing percentages (ranging from 15.0% to 50.0% ) of quarterly distributions from operating surplus after minimum quarterly distribution and target distribution levels exceed $0.54625 per unit per quarter. Our sponsor currently holds the incentive distribution rights, but it may transfer these rights at any time.

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Allocations of Net Income
Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders and our General Partner. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage ownership interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to our sponsor.
During the three and six months ended June 30, 2016 , no income was allocated to our holders of incentive distribution rights. During the three and six months ended June 30, 2015 , $1,311 and $2,622 , respectively, was allocated to our holders of incentive distribution rights.
Distributions
Our partnership agreement sets forth the calculation to be used to determine the amount of cash distributions that our limited partner unitholders and our holders of incentive distribution rights will receive.
Our recent distributions have been as follows:
Declaration Date
 
Amount Declared Per Unit
 
Record Date
 
Payment Date
 
Payment to Limited Partner Units
 
Payment to Holders of Incentive Distribution Rights
January 15, 2015
 
$
0.6750

 
January 30, 2015
 
February 13, 2015
 
$
24,947

 
$
1,311

April 16, 2015
 
$
0.6750

 
May 1, 2015
 
May 15, 2015
 
$
24,947

 
$
1,311

July 21, 2015
 
$
0.4750

 
August 5, 2015
 
August 14, 2015
 
$
17,555

 
$

On October 26, 2015, we announced the Board of Directors' decision to temporarily suspend the distribution payment to common unitholders. No quarterly distributions were declared for the second quarter of 2016, as the Partnership continued its distribution suspension to conserve cash.
Net Income per Limited Partner Unit
The following table outlines our basic and diluted, weighted average limited partner units outstanding during the relevant periods:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Basic
42,254,647

 
36,958,770

 
39,644,857

 
36,958,525

Diluted
42,254,647

 
37,200,774

 
39,644,857

 
37,200,529

For purposes of calculating the Partnership’s earnings per unit under the two-class method, common units are treated as participating preferred units, and the previously outstanding subordinated units were treated as the residual equity interest, or common equity. Incentive distribution rights are treated as participating securities.
Diluted earnings per unit excludes any dilutive awards granted (see Note 8 ) if their effect is anti-dilutive. During the three and six months ended June 30, 2016 , the Partnership incurred a net loss and all 210,510 potentially dilutive awards granted and outstanding were excluded from the diluted earnings per unit calculation.
Distributions made in future periods based on the current period calculation of cash available for distribution are allocated to each class of equity that will receive such distributions.
Each period the Partnership determines the amount of cash available for distributions in accordance with the partnership agreement. The amount to be distributed to limited partner unitholders and incentive distribution rights holders is subject to the distribution waterfall in the partnership agreement. Net earnings or loss for the period are allocated to each class of partnership interest based on the distributions to be made.

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

The following table provides a reconciliation of net loss and the assumed allocation of net loss under the two-class method for purposes of computing net loss per limited partner unit for the three months ended June 30, 2016 (in thousands, except per unit amounts):
 
General Partner and IDRs
 
Limited Partner Units
 
Total
Declared distribution
$

 
$

 
$

Assumed allocation of distributions in excess of loss

 
(10,738
)
 
(10,738
)
Add back recast income attributable to Blair

 
(153
)
 
(153
)
Assumed allocation of net loss
$

 
$
(10,891
)
 
$
(10,891
)
 
 
 
 
 
 
Loss per limited partner unit - basic
 
 
$
(0.26
)
 
 
Loss per limited partner unit - diluted
 
 
$
(0.26
)
 
 
The following table provides a reconciliation of net loss and the assumed allocation of net loss under the two-class method for purposes of computing net loss per limited partner unit for the six months ended June 30, 2016 (in thousands, except per unit amounts):
 
General Partner and IDRs
 
Limited Partner Units
 
Total
Declared distribution
$

 
$

 
$

Assumed allocation of distributions in excess of loss

 
(63,068
)
 
(63,068
)
Add back recast losses attributable to Blair

 
683

 
683

Assumed allocation of net loss
$

 
$
(62,385
)
 
$
(62,385
)
 
 
 
 
 
 
Loss per limited partner unit - basic
 
 
$
(1.57
)
 
 
Loss per limited partner unit - diluted
 
 
$
(1.57
)
 
 
Recast Equity Transactions
During the six months ended June 30, 2016, the sponsor paid $1,652 of expense on behalf of Blair. During the three and six months ended June 30, 2015, the sponsor paid $539 and $970 , respectively, of expense on behalf of Blair. Such transactions are recognized within the non-controlling interest section of the accompanying Condensed Consolidated Statement of Partners' Capital.

8. Unit-Based Compensation
Long-Term Incentive Plan
On August 21, 2012, Hi-Crush GP adopted the Hi-Crush Partners LP Long Term Incentive Plan (the “Plan”) for employees, consultants and directors of Hi-Crush GP and those of its affiliates, including our sponsor, who perform services for the Partnership. The Plan consists of restricted units, unit options, phantom units, unit payments, unit appreciation rights, other equity-based awards, distribution equivalent rights and performance awards. The Plan limits the number of common units that may be issued pursuant to awards under the Plan to 1,364,035 units. Common units withheld to satisfy exercise prices or tax withholding obligations are available for delivery pursuant to other awards. The Plan is administered by Hi-Crush GP’s Board of Directors or a committee thereof.
The cost of services received in exchange for an award of equity instruments is measured based on the grant-date fair value of the award and that cost is generally recognized over the vesting period of the award.

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Performance Phantom Units - Equity Settled
The Partnership has awarded Performance Phantom Units ("PPUs") pursuant to the Plan to certain employees. The number of PPUs that will vest will range from 0% to 200% of the number of initially granted PPUs and is dependent on the Partnership's total unitholder return over a three -year performance period compared to the total unitholder return of a designated peer group. Each PPU represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership. The PPUs are also entitled to forfeitable distribution equivalent rights ("DERs"), which accumulate during the performance period and are paid in cash on the date of settlement. The fair value of each PPU is estimated using a fair value approach and is amortized into compensation expense, reduced for an estimate of expected forfeitures, over the period of service corresponding with the vesting period. Expected volatility is based on the historical market performance of our peer group. The following table presents information relative to our PPUs.
 
Units
 
Grant Date Weighted-Average Fair Value per Unit
Outstanding at January 1, 2016
136,570

 
$
46.85

Granted

 
$

Outstanding at June 30, 2016
136,570

 
$
46.85

As of June 30, 2016 , total compensation expense not yet recognized related to unvested PPUs was $2,307 , with a weighted average remaining service period of 1.1 years .
Time-Based Phantom Units - Equity Settled
The Partnership has awarded Time-Based Phantom Units ("TPUs") pursuant to the Plan to certain employees which automatically vest if the employee remains employed at the end of a three -year vesting period. Each TPU represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership. The TPUs are also entitled to forfeitable DERs, which accumulate during the vesting period and are paid in cash on the date of settlement. The fair value of each TPU is calculated based on the grant-date unit price and is amortized into compensation expense, reduced for an estimate of expected forfeitures, over the period of service corresponding with the vesting period. The following table presents information relative to our TPUs.
 
Units
 
Grant Date Weighted-Average Fair Value per Unit
Outstanding at January 1, 2016
55,320

 
$
37.63

Vested
(880
)
 
$
39.48

Granted
20,000

 
$
4.55

Forfeited
(500
)
 
$
39.09

Outstanding at June 30, 2016
73,940

 
$
28.65

As of June 30, 2016 , total compensation expense not yet recognized related to unvested TPUs was $1,075 , with a weighted average remaining service period of 1.8 years .
Board Unit Grants
The Partnership issued 103,377 and 6,344 common units to certain of its directors during the six months ended June 30, 2016 and 2015 , respectively.

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Unit Purchase Program
During 2015, the Partnership commenced a unit purchase program ("UPP") offered under the Plan. The UPP provides participating employees and members of our board of directors the opportunity to purchase common units representing limited partner interests of the Partnership at a discount. Non-director employees contribute through payroll deductions not to exceed 35% of the employee's eligible compensation during the applicable offering period. Directors contribute through cash contributions not to exceed $150 in aggregate. If the closing price of the Partnership's common units on February 28, 2017 (the "Purchase Date Price") is greater than or equal to 90% of the closing market price of our common units on a participant's applicable election date (the "Election Price"), then the participant will receive a number of common units equal to the amount of accumulated payroll deductions or cash contributions, as applicable (the “Contribution”), divided by the Election Price, capped at 20,000 common units. If the Purchase Date Price is less than the Election Price, then the participant’s Contribution will be returned to the participant.
On the date of election, the Partnership calculates the fair value of the discount, which is recognized as unit compensation expense on a straight-line basis during the period from election date through the date of purchase.  As of June 30, 2016 , total accumulated contributions of $403 from directors under the UPP is maintained within the “Accrued and Other Current Liabilities” line item in our Condensed Consolidated Balance Sheet.
Compensation Expense
The following table presents total unit-based compensation expense:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Performance Phantom Units
$
582

 
$
793

 
$
1,164

 
$
1,457

Time-Based Phantom Units
193

 
187

 
380

 
334

Director and other unit grants
117

 
73

 
239

 
146

Unit Purchase Program
38

 

 
77

 

Total compensation expense
$
930

 
$
1,053

 
$
1,860

 
$
1,937


9. Related Party Transactions
Effective August 16, 2012, our sponsor entered into a services agreement (the “Services Agreement”) with our General Partner, Hi-Crush Services LLC (“Hi-Crush Services”) and the Partnership, pursuant to which Hi-Crush Services provides certain management and administrative services to the Partnership to assist in operating the Partnership’s business. Under the Services Agreement, the Partnership reimburses Hi-Crush Services and its affiliates, on a monthly basis, for the allocable expenses it incurs in its performance under the Services Agreement. These expenses include, among other things, administrative, rent and other expenses for individuals and entities that perform services for the Partnership. Hi-Crush Services and its affiliates will not be liable to the Partnership for its performance of services under the Services Agreement, except for liabilities resulting from gross negligence. During the three months ended June 30, 2016 and 2015 , the Partnership incurred $987 and $1,225 , respectively, of management and administrative service expenses from Hi-Crush Services. During the six months ended June 30, 2016 and 2015 , the Partnership incurred $2,092 and $2,071 , respectively, of management and administrative service expenses from Hi-Crush Services.
In the normal course of business, our sponsor and its affiliates, including Hi-Crush Services, and the Partnership may from time to time make payments on behalf of each other. Through June 30, 2016, the sponsor had advanced $122,596 to Blair to pay for the construction of the Blair facility and working capital purposes.
As of June 30, 2016 , an outstanding balance of $121,249 payable to our sponsor is maintained as a current liability under the caption “Due to sponsor”.
During the three months ended June 30, 2016 and 2015 , the Partnership purchased $288 and $7,849 , respectively, of sand in total from Hi-Crush Whitehall LLC, a subsidiary of our sponsor and the entity that owns the sponsor's Whitehall facility, at a purchase price in excess of our production cost per ton. During the six months ended June 30, 2016 and 2015 , the Partnership purchased $7,203 and $14,903 , respectively, of sand from our sponsor's Whitehall facility.

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HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

During the three and six months ended June 30, 2015 , the Partnership purchased  $329 and $2,754 , respectively, of sand from Goose Landing, LLC, a wholly owned subsidiary of Northern Frac Proppants II, LLC. We did not purchase any sand from Goose Landing, LLC, during the six months ended June 30, 2016 . The father of Mr. Alston, who is our general partner's Chief Operating Officer, owned a beneficial equity interest in Northern Frac Proppants II, LLC.
During the six months ended June 30, 2016 and throughout 2014 and 2015, the Partnership engaged in multiple construction projects and purchased equipment, machinery and component parts from various vendors that were represented by Alston Environmental Company, Inc. or Alston Equipment Company (“Alston Companies”), which regularly represent vendors in such transactions. The vendors in question paid a commission to the Alston Companies in an amount that is unknown to the Partnership. The sister of Mr. Alston, who is our general partner's Chief Operating Officer, owns a beneficial interest in the Alston Companies. The Partnership has not paid any sum directly to the Alston Companies and Mr. Alston has represented to the Partnership that he received no compensation from the Alston Companies related to these transactions.

10. Segment Reporting
The Partnership manages, operates and owns assets utilized to supply frac sand to its customers. It conducts operations through its one operating segment titled "Frac Sand Sales". This reporting segment of the Partnership is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

11. Commitments and Contingencies
The Partnership enters into sales contracts with customers. These contracts establish minimum annual sand volumes that the Partnership is required to make available to such customers under initial terms ranging from three to six years. Through June 30, 2016 , no payments for non-delivery of minimum annual sand volumes have been made by the Partnership to customers under these contracts.
D & I Silica, LLC ("D&I") has entered into a long-term supply agreement with a supplier (the "Sand Supply Agreement"), which includes a requirement to purchase certain volumes and grades of sands at specified prices. The quantities set forth in such agreement are not in excess of our current requirements.
The Partnership has entered into royalty agreements under which it is committed to pay royalties on sand sold from its production facilities for which the Partnership has received payment by the customer. Royalty expense is recorded as the sand is sold and is included in costs of goods sold. Royalty expense was $836 and $2,638 for the three months ended June 30, 2016 and 2015 , respectively, and $1,355 and $6,140 for the six months ended June 30, 2016 and 2015 , respectively.
On October 24, 2014, the Partnership entered into a purchase and sale agreement to acquire certain tracts of land and specific quantities of the underlying frac sand deposits. The transaction includes three separate tranches of land and deposits, to be acquired over a three -year period from 2014 through 2016. Through June 30, 2016 , the Partnership acquired two tranches of land for $12,352 and has committed to purchase the remaining tranche during 2016 for total consideration of $6,176 .
The Partnership has long-term leases for railcars and equipment used at its terminal sites, some of which are also under long-term lease agreements with various railroads.
We have entered into service agreements with transload service providers which require us to purchase minimum amount of services over specific periods of time at specific locations. Our failure to purchase the minimum level of services would require us to pay shortfall fees. However, the minimum quantities set forth in the agreements are not in excess of our current forecasted requirements at these locations.

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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

As of June 30, 2016 , future minimum operating lease payments and minimum purchase commitments are as follows:
Fiscal Year
Operating
Leases
 
Minimum Purchase
Commitments
2016 (six months)
$
13,145

 
$
1,418

2017
26,827

 
2,836

2018
25,930

 
1,576

2019
23,876

 
1,866

2020
16,908

 
2,296

Thereafter
21,292

 
6,700

 
$
127,978

 
$
16,692

In addition, the Partnership has placed orders for additional leased railcars. Such long-term operating leases commence upon the future delivery of the railcars, which will result in additional future minimum operating lease payments. During the next two years, we expect to receive delivery of approximately 700 additional leased railcars. Following delivery of these additional railcars, we estimate our 2019 annual minimum lease payments will increase to approximately $29,000 .
From time to time the Partnership may be subject to various claims and legal proceedings which arise in the normal course of business. Management is not aware of any legal matters that are likely to have a material adverse effect on the Partnership’s financial position, results of operations or cash flows.

12. Impairments and Other Expenses
Our goodwill arose from the acquisition of D&I in 2013 and is therefore allocated to the D&I reporting unit. We performed our annual assessment of the recoverability of goodwill during the third quarter of 2015. Although we had seen a significant decrease in the price of our common units since August 2014, which had resulted in an overall reduction in our market capitalization, our market capitalization exceeded our recorded net book value as of September 30, 2015.  At such time, we updated our internal business outlook of the D&I reporting unit to consider the current economic environment that affects our operations. As part of the first step of goodwill impairment testing, we updated our assessment of our future cash flows, applying expected long-term growth rates, discount rates, and terminal values that we considered reasonable. We calculated a present value of the cash flows to arrive at an estimate of fair value under the income approach, and then used the market approach to corroborate this value. As a result of these estimates, we determined that there was no impairment of goodwill as of our annual assessment date.
Specific uncertainties affecting our estimated fair value include the impact of competition, the price of frac sand, future overall activity levels and demand for frac sand, activity levels of our significant customers, and other factors affecting the rate of our future growth. These factors were reviewed and assessed during the fourth quarter of 2015 and we determined that there was no impairment of goodwill as of December 31, 2015.
However, uncertain market conditions for frac sand resulting from current oil and natural gas prices continued. During the three months ended March 31, 2016, volumes sold through the D&I reporting unit declined below previously forecasted levels and pricing deteriorated further. Industry demand for frac sand has continued to decline as the reported Baker Hughes oil rig count in North America fell to 362 rigs as of March 31, 2016, marking a 2016 year-to-date decline of more than 30% . Our customers continued to face uncertainty related to activity levels and have reduced their active frac crews, resulting in further declines in well completion activity. Therefore, as of March 31, 2016, we determined that the state of market conditions and activity levels indicated that an impairment of goodwill may exist. As a result, we assessed qualitative factors and determined that we could not conclude it was more likely than not that the fair value of goodwill exceeded its carrying value. In turn, we prepared a quantitative analysis of the fair value of the goodwill as of March 31, 2016, based on the weighted average valuation across several income and market based valuation approaches. The underlying results of the valuation were driven by our actual results during the three months ended March 31, 2016 and the pricing, costs structures and market conditions existing as of March 31, 2016, which were below our forecasts at the time of the previous goodwill assessments. Other key estimates, assumptions and inputs used in the valuation included long-term growth rates, discounts rates, terminal values, valuation multiples and relative valuations when comparing the reporting unit to similar businesses or asset bases. Upon completion of the Step 1 and Step 2 valuation exercises, it was determined that a $33,745 impairment loss of all goodwill was incurred during the three months ended March 31, 2016, which was equal to the difference between the carrying value and estimated fair value of goodwill. The Partnership did not recognize any impairment losses for goodwill during the six months ended June 30, 2015 .

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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

We recognized impairments and other expenses as outlined in the following table:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Impairment of Goodwill
$

 
$

 
$
33,745

 
$

Severance, retention and relocation
102

 

 
104

 

Impairments and other expenses
$
102

 
$

 
$
33,849

 
$


13. Condensed Consolidating Financial Information
The Partnership has filed a registration statement on Form S-3 to register, among other securities, debt securities. Each of the subsidiaries of the Partnership as of March 31, 2014 (other than Hi-Crush Finance Corp., whose sole purpose is to act as a co-issuer of any debt securities) was a 100% directly or indirectly owned subsidiary of the Partnership (the “guarantors”), will issue guarantees of the debt securities, if any of them issue guarantees, and such guarantees will be full and unconditional and will constitute the joint and several obligations of such guarantors. As of June 30, 2016 , the guarantors were our sole subsidiaries, other than Hi-Crush Finance Corp., Hi-Crush Augusta Acquisition Co. LLC, Hi-Crush Blair LLC, Hi-Crush Canada Inc and Hi-Crush Canada Distribution Corp., which are our 100% owned subsidiaries, and Augusta, of which we own 98.0% of the common equity interests.
As of June 30, 2016 , the Partnership had no assets or operations independent of its subsidiaries, and there were no significant restrictions upon the ability of the Partnership or any of its subsidiaries to obtain funds from its respective subsidiaries by dividend or loan. As of June 30, 2016 , none of the assets of our subsidiaries represented restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act.
For the purpose of the following financial information, the Partnership's investments in its subsidiaries are presented in accordance with the equity method of accounting. The operations, cash flows and financial position of the co-issuer are not material and therefore have been included with the parent's financial information.
Condensed consolidating financial information for the Partnership and its combined guarantor and combined non-guarantor subsidiaries is as follows for the dates and periods indicated.

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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Balance Sheet
As of June 30, 2016
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash
$
37,011

 
$
2,477

 
$
174

 
$

 
$
39,662

Accounts receivable, net

 
23,775

 

 

 
23,775

Intercompany receivables
53,558

 
155,962

 

 
(209,520
)
 

Inventories

 
15,969

 
12,859

 
(817
)
 
28,011

Prepaid expenses and other current assets
422

 
6,270

 
421

 

 
7,113

Total current assets
90,991

 
204,453


13,454

 
(210,337
)
 
98,561

Property, plant and equipment, net
11

 
170,950

 
237,258

 

 
408,219

Goodwill and intangible assets, net

 
10,938

 

 

 
10,938

Investment in consolidated affiliates
273,774

 

 
224,250

 
(498,024
)
 

Other assets
1,109

 
6,264

 
750

 

 
8,123

Total assets
$
365,885

 
$
392,605


$
475,712

 
$
(708,361
)
 
$
525,841

Liabilities, Equity and Partners' Capital
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
428

 
$
6,964

 
$
8,085

 
$

 
$
15,477

Intercompany payables

 

 
209,520

 
(209,520
)
 

Accrued and other current liabilities
1,006

 
1,900

 
1,942

 

 
4,848

Due to sponsor
(4
)
 
1,101

 
120,152

 

 
121,249

Current portion of long-term debt
2,000

 
917

 

 

 
2,917

Total current liabilities
3,430

 
10,882


339,699

 
(209,520
)
 
144,491

Long-term debt
188,166

 
4,074

 

 

 
192,240

Asset retirement obligations

 
2,008

 
5,611

 

 
7,619

Total liabilities
191,596

 
16,964


345,310

 
(209,520
)
 
344,350

Equity and partners' capital:
 
 
 
 
 
 
 
 
 
Partners' capital
174,289

 
375,641

 
123,200

 
(498,841
)
 
174,289

Non-controlling interest

 

 
7,202

 

 
7,202

Total equity and partners' capital
174,289

 
375,641


130,402

 
(498,841
)
 
181,491

Total liabilities, equity and partners' capital
$
365,885

 
$
392,605


$
475,712

 
$
(708,361
)
 
$
525,841



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Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Balance Sheet
As of December 31, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash
$
4,136

 
$
5,077

 
$
1,841

 
$

 
$
11,054

Accounts receivable, net

 
39,292

 
2,185

 

 
41,477

Intercompany receivables
47,951

 
160,108

 

 
(208,059
)
 

Inventories

 
19,180

 
9,159

 
(368
)
 
27,971

Prepaid expenses and other current assets
57

 
4,282

 
501

 

 
4,840

Total current assets
52,144

 
227,939

 
13,686

 
(208,427
)
 
85,342

Property, plant and equipment, net
14

 
164,500

 
228,998

 

 
393,512

Goodwill and intangible assets, net

 
45,524

 

 

 
45,524

Investment in consolidated affiliates
325,161

 

 
224,250

 
(549,411
)
 

Other assets
1,553

 
7,377

 
900

 

 
9,830

Total assets
$
378,872

 
$
445,340

 
$
467,834

 
$
(757,838
)
 
$
534,208

Liabilities, Equity and Partners' Capital
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
56

 
$
9,941

 
$
14,240

 
$

 
$
24,237

Intercompany payables

 

 
208,059

 
(208,059
)
 

Accrued and other current liabilities
1,284

 
1,910

 
3,235

 

 
6,429

Due to sponsor
319

 
575

 
105,852

 

 
106,746

Current portion of long-term debt
2,000

 
1,258

 

 

 
3,258

Total current liabilities
3,659

 
13,684

 
331,386

 
(208,059
)
 
140,670

Long-term debt
241,117

 
5,666

 

 

 
246,783

Asset retirement obligations

 
1,935

 
5,131

 

 
7,066

Total liabilities
244,776

 
21,285

 
336,517

 
(208,059
)
 
394,519

Equity and partners' capital:
 
 
 
 
 
 
 
 
 
Partners' capital
134,096

 
424,055

 
125,724

 
(549,779
)
 
134,096

Non-controlling interest

 

 
5,593

 

 
5,593

Total equity and partners' capital
134,096

 
424,055

 
131,317

 
(549,779
)
 
139,689

Total liabilities, equity and partners' capital
$
378,872

 
$
445,340

 
$
467,834

 
$
(757,838
)
 
$
534,208



20

Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Statements of Operations
For the Three Months Ended June 30, 2016
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
42,444

 
$
7,310

 
$
(11,325
)
 
$
38,429

Cost of goods sold (including depreciation, depletion and amortization)

 
43,716

 
6,423

 
(11,171
)
 
38,968

Gross profit (loss)

 
(1,272
)
 
887

 
(154
)
 
(539
)
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
2,188

 
2,669

 
1,196

 

 
6,053

Impairments and other expenses

 
95

 
7

 

 
102

Accretion of asset retirement obligations

 
37

 
55

 

 
92

Loss from operations
(2,188
)
 
(4,073
)
 
(371
)
 
(154
)
 
(6,786
)
Other income (expense):
 
 
 
 
 
 
 
 
 
Loss from consolidated affiliates
(4,853
)
 

 

 
4,853

 

Interest expense
(3,697
)
 
(71
)
 
(204
)
 

 
(3,972
)
Net loss
(10,738
)
 
(4,144
)
 
(575
)
 
4,699

 
(10,758
)
Loss attributable to non-controlling interest

 

 
20

 

 
20

Net loss attributable to Hi-Crush Partners LP
$
(10,738
)
 
$
(4,144
)
 
$
(555
)
 
$
4,699

 
$
(10,738
)

For the Six Months Ended June 30, 2016
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
99,129

 
$
8,688

 
$
(17,240
)
 
$
90,577

Cost of goods sold (including depreciation, depletion and amortization)

 
100,040

 
8,444

 
(16,792
)
 
91,692

Gross profit (loss)

 
(911
)
 
244

 
(448
)
 
(1,115
)
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
4,528

 
13,480

 
2,406

 

 
20,414

Impairments and other expenses

 
33,842

 
7

 

 
33,849

Accretion of asset retirement obligations

 
73

 
107

 

 
180

Loss from operations
(4,528
)
 
(48,306
)
 
(2,276
)
 
(448
)
 
(55,558
)
Other income (expense):
 
 
 
 
 
 
 
 
 
Loss from consolidated affiliates
(51,386
)
 

 

 
51,386

 

Interest expense
(7,154
)
 
(108
)
 
(291
)
 

 
(7,553
)
Net loss
(63,068
)
 
(48,414
)
 
(2,567
)
 
50,938

 
(63,111
)
Loss attributable to non-controlling interest

 

 
43

 

 
43

Net loss attributable to Hi-Crush Partners LP
$
(63,068
)
 
$
(48,414
)
 
$
(2,524
)
 
$
50,938

 
$
(63,068
)



21

Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Statements of Operations
For the Three Months Ended June 30, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
82,260

 
$
8,346

 
$
(6,648
)
 
$
83,958

Cost of goods sold (including depreciation, depletion and amortization)

 
64,681

 
7,695

 
(8,678
)
 
63,698

Gross profit

 
17,579

 
651

 
2,030

 
20,260

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
2,218

 
2,841

 
1,776

 

 
6,835

Accretion of asset retirement obligations

 
34

 
50

 

 
84

Income (loss) from operations
(2,218
)
 
14,704

 
(1,175
)
 
2,030

 
13,341

Other income (expense):
 
 
 
 
 
 
 
 
 
Earnings from consolidated affiliates
15,552

 

 

 
(15,552
)
 

Interest expense
(2,975
)
 
(3
)
 
(6
)
 

 
(2,984
)
Net income (loss)
10,359

 
14,701

 
(1,181
)
 
(13,522
)
 
10,357

Loss attributable to non-controlling interest

 

 
2

 

 
2

Net income (loss) attributable to Hi-Crush Partners LP
$
10,359

 
$
14,701

 
$
(1,179
)
 
$
(13,522
)
 
$
10,359


For the Six Months Ended June 30, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
176,427

 
$
27,871

 
$
(18,229
)
 
$
186,069

Cost of goods sold (including depreciation, depletion and amortization)

 
133,971

 
18,075

 
(19,709
)
 
132,337

Gross profit

 
42,456

 
9,796

 
1,480

 
53,732

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
4,855

 
5,804

 
2,772

 

 
13,431

Accretion of asset retirement obligations

 
68

 
99

 

 
167

Income (loss) from operations
(4,855
)
 
36,584

 
6,925

 
1,480

 
40,134

Other income (expense):
 
 
 
 
 
 
 
 
 
Earnings from consolidated affiliates
44,754

 

 

 
(44,754
)
 

Interest expense
(6,233
)
 
(29
)
 
(39
)
 

 
(6,301
)
Net income
33,666

 
36,555

 
6,886

 
(43,274
)
 
33,833

Income attributable to non-controlling interest

 

 
(167
)
 

 
(167
)
Net income attributable to Hi-Crush Partners LP
$
33,666

 
$
36,555

 
$
6,719

 
$
(43,274
)
 
$
33,666



22

Table of Contents     
HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Statements of Cash Flows
For the Six Months Ended June 30, 2016
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Net cash provided by (used in) operating activities
$
(14,683
)
 
$
6,874

 
$
(2,373
)
 
$
5,607

 
$
(4,575
)
Investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures for property, plant and equipment

 
(11,342
)
 
(18,445
)
 

 
(29,787
)
Net cash used in investing activities

 
(11,342
)
 
(18,445
)
 

 
(29,787
)
Financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from equity issuance
101,186

 

 

 

 
101,186

Repayment of long-term debt
(53,500
)
 
(1,934
)
 

 

 
(55,434
)
Advances from (to) parent, net

 
3,802

 
1,805

 
(5,607
)
 

Loan origination costs
(128
)
 

 

 

 
(128
)
Affiliate financing, net

 

 
17,346

 

 
17,346

Net cash provided by (used in) financing activities
47,558

 
1,868

 
19,151

 
(5,607
)
 
62,970

Net increase (decrease) in cash
32,875

 
(2,600
)
 
(1,667
)
 

 
28,608

Cash:
 
 
 
 
 
 
 
 
 
Beginning of period
4,136

 
5,077

 
1,841

 

 
11,054

End of period
$
37,011

 
$
2,477

 
$
174

 
$

 
$
39,662


For the Six Months Ended June 30, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Net cash provided by operating activities
$
16,860

 
$
47,556

 
$
19,278

 
$
(25,992
)
 
$
57,702

Investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures for property, plant and equipment

 
(28,758
)
 
(37,471
)
 

 
(66,229
)
Net cash used in investing activities

 
(28,758
)
 
(37,471
)
 

 
(66,229
)
Financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt
50,000

 

 

 

 
50,000

Repayment of long-term debt
(13,500
)
 

 

 

 
(13,500
)
Advances to parent, net

 
(17,300
)
 
(8,692
)
 
25,992

 

Loan origination costs
(101
)
 

 

 

 
(101
)
Affiliate financing, net

 

 
26,855

 

 
26,855

Distributions paid
(52,516
)
 

 

 

 
(52,516
)
Net cash used in financing activities
(16,117
)
 
(17,300
)
 
18,163

 
25,992

 
10,738

Net increase in cash
743

 
1,498

 
(30
)
 

 
2,211

Cash:
 
 
 
 
 
 
 
 
 
Beginning of period
308

 
3,490

 
1,011

 

 
4,809

End of period
$
1,051

 
$
4,988

 
$
981

 
$

 
$
7,020



23

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of our historical performance, financial condition and future prospects in conjunction with our unaudited condensed financial statements and accompanying notes in “Item 1. Financial Statements” contained herein and our audited financial statements as of December 31, 2015 , included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 23, 2016 . The information provided below supplements, but does not form part of, our unaudited condensed financial statements. This discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. See “Forward-Looking Statements” in this Quarterly Report on Form 10-Q. All amounts are presented in thousands except tonnage, acreage or per unit data, or where otherwise noted.
Overview
We are a pure play, low-cost, domestic producer and supplier of premium monocrystalline sand, a specialized mineral that is used as a proppant to enhance the recovery rates of hydrocarbons from oil and natural gas wells. Our reserves consist of “Northern White” sand, a resource existing predominately in Wisconsin and limited portions of the upper Midwest region of the United States, which is highly valued as a preferred proppant because it exceeds all American Petroleum Institute (“API”) specifications. We own, operate and develop sand reserves and related excavation and processing facilities. We operate through an extensive logistics network of rail-served destination terminals strategically located throughout Colorado, Pennsylvania, Ohio, New York and Texas.
We sell a substantial portion of the frac sand we produce to customers with whom we have long-term contracts. Through June 30, 2016 , as a result of the existing and continuing market dynamics, we have provided contract customers with temporary pricing discounts and/or waivers of minimum volume purchase requirements, in certain circumstances in exchange for, among other things, additional term and/or volume. As of July 1, 2016, the average remaining contractual term was 3.4 years with remaining terms ranging from 18 to 61 months.
Our Assets and Operations
We own and operate an 857-acre facility with integrated rail infrastructure, located in Wyeville, Wisconsin (the "Wyeville facility") which, as of December 31, 2015 , contained 82.1 million tons of proven recoverable reserves of frac sand. We completed construction of the Wyeville facility in June 2011 and expanded the facility in 2012. The Wyeville facility has an annual processing capacity of approximately 1,850,000 tons of 20/100 frac sand per year.
We also own a 98.0% interest in the 1,187-acre facility with integrated rail infrastructure, located in Eau Claire County, Wisconsin (the "Augusta facility") which, as of December 31, 2015 , contained 40.9 million tons of proven recoverable reserves of frac sand. We completed construction of the Augusta facility in June 2012. The Augusta facility has an annual processing capacity of approximately 2,860,000 tons of 20/100 frac sand per year. As a result of current market conditions, the Augusta facility is temporarily idled.
We also own the 1,285-acre facility with integrated rail infrastructure, located near Blair, Wisconsin (the "Blair facility"). During March 2016, we completed construction and started operations of the Blair facility, which is capable of delivering approximately 2,860,000 tons of 20/100 frac sand per year. As of December 31, 2015 , the Blair facility contained 120.1 million tons of proven recoverable reserves of frac sand.
According to John T. Boyd Company ("John T. Boyd"), our proven reserves at the Wyeville, Augusta, and Blair facilities consist of coarse grade Northern White sand exceeding API specifications. Analysis of sand at our facilities by independent third-party testing companies indicates that they demonstrate characteristics exceeding of API specifications with regard to crush strength, turbidity and roundness and sphericity. Based on third-party reserve reports by John T. Boyd, as of December 31, 2015, we have an implied average reserve life of 32 years, assuming production at the rated capacity of 7,570,000 tons of 20/100 frac sand per year.
During the third quarter of 2014, our sponsor completed construction of the 1,447-acre facility with integrated rail infrastructure, located near Independence, Wisconsin and Whitehall, Wisconsin (the "Whitehall facility"). As of December 31, 2015 , this facility contained 80.7 million tons of proven recoverable reserves of frac sand and is capable of delivering approximately 2,860,000 tons of 20/100 frac sand per year. As a result of current market conditions, the Whitehall facility is temporarily idled.
As of June 30, 2016 , we own or operate 15 destination rail-based terminal locations throughout Colorado, Pennsylvania, Ohio, New York and Texas, of which five are temporarily idled and six are capable of accommodating unit trains. Our destination terminals include approximately 81,000 tons of rail storage capacity and approximately 120,000 tons of silo storage capacity.

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Table of Contents

We are continuously looking to increase the number of destination terminals we operate and expand our geographic footprint, allowing us to further enhance our customer service and putting us in a stronger position to take advantage of opportunistic short term pricing agreements. Our destination terminals are strategically located to provide access to Class I railroads, which enables us to cost effectively ship product from our production facilities in Wisconsin. As of June 30, 2016 , we leased or owned 4,214 railcars used to transport our sand from origin to destination and managed a fleet of approximately 1,500 additional railcars dedicated to our facilities by our customers or the Class I railroads.
How We Generate Revenue
We generate revenue by excavating, processing and delivering frac sand and providing related services. A substantial portion of our frac sand is sold to customers with whom we have long-term contracts which have current terms expiring between 2017 and 2021 . Each contract defines the minimum volume of frac sand that the customer is required to purchase monthly and annually, the volume that we are required to make available, the technical specifications of the product and the price per ton. During the six months ended June 30, 2016 , we continued to provide temporary price discounts and/or waivers of minimum volume purchase requirements to contract customers in response to the market driven decline in proppant demand. We also sell our frac sand on the spot market at prices and other terms determined by the existing market conditions as well as the specific requirements of the customer.
Delivery of sand to our customers may occur at the rail origin or at the destination terminal. We generate service revenues through performance of transportation services including railcar storage fees, transload services, silo storage and other miscellaneous services performed on behalf of our customers.
Due to sustained freezing temperatures in our area of operation during winter months, it is industry practice to halt excavation activities and operation of the wet plant during those months. As a result, we excavate and wash sand in excess of current delivery requirements during the months when those facilities are operational. This excess sand is placed in stockpiles that feed the dry plant and fill customer orders throughout the year.
Costs of Conducting Our Business
The principal expenses involved in production of raw frac sand are excavation costs, labor, utilities, maintenance and royalties. We have a contract with a third party to excavate raw frac sand, deliver the raw frac sand to our processing facility and move the sand from our wet plant to our dry plant. We pay a fixed price per ton excavated and delivered without regard to the amount of sand excavated that meets API specifications. Accordingly, we incur excavation costs with respect to the excavation of sand and other materials from which we ultimately do not derive revenue (rejected materials), and for sand which is still to be processed through the dry plant and not yet sold. However, the ratio of rejected materials to total amounts excavated has been, and we believe will continue to be, in line with our expectations, given the extensive core sampling and other testing we undertook at our facilities.
Labor costs associated with employees at our processing facilities represent the most significant cost of converting raw frac sand to finished product. We incur utility costs in connection with the operation of our processing facilities, primarily electricity and natural gas, which are both susceptible to price fluctuations. Our facilities require periodic scheduled maintenance to ensure efficient operation and to minimize downtime. Excavation, labor, utilities and other costs of production are capitalized as a component of inventory and are reflected in cost of goods sold when inventory is sold.
We pay royalties to third parties at our facilities at various rates, as defined in the individual royalty agreements, at an aggregate rate up to $6.15 per ton of sand excavated, delivered at our on-site rail facilities and paid for by our customers.
The principal expenses involved in distribution of raw sand are the cost of purchased sand, freight charges, fuel surcharges, railcar lease expense, terminal switch fees, demurrage costs, storage fees, transload fees, labor and facility rent.
We purchase sand from our sponsor's production facility, through a long-term supply agreement with a third party at a specified price per ton and also through the spot market. We incur transportation costs including trucking, rail freight charges and fuel surcharges when transporting our sand from its origin to destination. We utilize multiple railroads to transport our sand and transportation costs are typically negotiated through long-term working relationships.
We incur general and administrative costs related to our corporate operations. Under our partnership agreement and the services agreement with our sponsor and our general partner, our sponsor has discretion to determine, in good faith, the proper allocation of costs and expenses to us for its services, including expenses incurred by our general partner and its affiliates on our behalf. The allocation of such costs is based on management’s best estimate of time and effort spent on the respective operations and facilities. Under these agreements, we reimburse our sponsor for all direct and indirect costs incurred on our behalf.

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Table of Contents

How We Evaluate Our Operations
We utilize various financial and operational measures to evaluate our operations. Management measures the performance of the Partnership through performance indicators, including gross profit, contribution margin, earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA and distributable cash flow.
Gross Profit and Contribution Margin
We use contribution margin, which we define as total revenues less costs of goods sold excluding depreciation, depletion and amortization, to measure our financial and operating performance. Contribution margin excludes other operating expenses and income, including costs not directly associated with the operations of our business such as accounting, human resources, information technology, legal, sales and other administrative activities.  We believe contribution margin is a meaningful measure because it provides an operating and financial measure of our ability to generate margin in excess of our operating cost base.  
We use gross profit, which we define as revenues less costs of goods sold, to measure our financial performance. We believe gross profit is a meaningful measure because it provides a measure of profitability and operating performance based on the historical cost basis of our assets.
As a result, contribution margin, contribution margin per ton, sales volumes, sales price per ton sold and gross profit are key metrics used by management to evaluate our results of operations.
EBITDA, Adjusted EBITDA and Distributable Cash Flow
We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income (loss) plus depreciation, depletion and amortization and interest expense, net of interest income. We define Adjusted EBITDA as EBITDA, adjusted for any non-cash impairments of long-lived assets and goodwill. We define distributable cash flow as Adjusted EBITDA less cash paid for interest expense, income attributable to non-controlling interests and maintenance and replacement capital expenditures, including accrual for reserve replacement, plus accretion of asset retirement obligations and non-cash unit-based compensation. We use distributable cash flow as a performance metric to compare cash generating performance of the Partnership from period to period and to compare the cash generating performance for specific periods to the cash distributions (if any) that are expected to be paid to our unitholders. Distributable cash flow will not reflect changes in working capital balances. EBITDA and Adjusted EBITDA are supplemental measures utilized by our management and other users of our financial statements, such as investors, commercial banks, research analysts and others, to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis.
Note Regarding Non-GAAP Financial Measures
EBITDA, Adjusted EBITDA and distributable cash flow are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our results of operations. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures has important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measures. You should not consider EBITDA, Adjusted EBITDA or distributable cash flow in isolation or as substitutes for analysis of our results as reported under GAAP. Because EBITDA, Adjusted EBITDA and distributable cash flow may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

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The following table presents a reconciliation of EBITDA, Adjusted EBITDA and distributable cash flow to the most directly comparable GAAP financial measure, as applicable, for each of the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(in thousands)
2016
 
2015
 
2016
 
2015
Reconciliation of distributable cash flow to net income (loss):
 
 
 
 
 
 
 
Net income (loss)
$
(10,758
)
 
$
10,357

 
$
(63,111
)
 
$
33,833

Depreciation and depletion expense
3,941

 
4,035

 
6,834

 
5,712

Amortization expense
421

 
733

 
841

 
1,466

Interest expense
3,972

 
2,984

 
7,553

 
6,301

EBITDA
(2,424
)
 
18,109

 
(47,883
)
 
47,312

Non-cash impairment of goodwill

 

 
33,745

 

Adjusted EBITDA
(2,424
)
 
18,109

 
(14,138
)
 
47,312

Less: Cash interest paid
(3,245
)
 
(2,569
)
 
(6,432
)
 
(5,474
)
Less: (Income) loss attributable to non-controlling interest
20

 
2

 
43

 
(167
)
Less: Maintenance and replacement capital expenditures, including accrual for reserve replacement (a)
(1,145
)
 
(1,120
)
 
(1,910
)
 
(2,379
)
Add: Accretion of asset retirement obligations
92

 
84

 
180

 
167

Add: Unit-based compensation
930

 
1,053

 
1,860

 
1,937

Distributable cash flow
(5,772
)
 
15,559

 
(20,397
)
 
41,396

Adjusted for: Distributable cash flow attributable to Hi-Crush Blair LLC, prior to the Blair Contribution (b)
(473
)
 
1,091

 
325

 
1,469

Distributable cash flow attributable to Hi-Crush Partners LP
(6,245
)
 
16,650

 
(20,072
)
 
42,865

Less: Distributable cash flow attributable to holders of incentive distribution rights

 

 

 
(1,311
)
Distributable cash flow attributable to limited partner unitholders
$
(6,245
)
 
$
16,650

 
$
(20,072
)
 
$
41,554

(a)
Maintenance and replacement capital expenditures, including accrual for reserve replacement, were determined based on an estimated reserve replacement cost of $1.35 per ton produced and delivered during the period. Such expenditures include those associated with the replacement of equipment and sand reserves, to the extent that such expenditures are made to maintain our long-term operating capacity. The amount presented does not represent an actual reserve account or requirement to spend the capital.
(b)
The Partnership's historical financial information has been recast to consolidate Blair for all periods presented. For purposes of calculating distributable cash flow attributable to Hi-Crush Partners LP, the Partnership excludes the incremental amount of recast distributable cash flow earned during the periods prior to the Blair Contribution.
Basis of Presentation
The following discussion of our historical performance and financial condition is derived from the historical financial statements.
Factors Impacting Comparability of Our Financial Results
Our historical results of operations and cash flows are not indicative of results of operations and cash flows to be expected in the future principally for the following reasons:
Through June 30, 2016 , we provided significant price concessions and waivers under our contracts. Since August 2014, oil and natural gas prices have declined and persist at levels well below those experienced through the middle of 2014. As a result of these market dynamics and coupled with the impact on proppant demand and pricing, we have engaged and continue to be engaged in ongoing discussions with all of our contract customers regarding pricing and volume requirements under our existing contracts. While these discussions continue, we have provided contract customers with temporary pricing discounts and/or waivers of minimum volume purchase requirements, in certain circumstances in exchange for, among other things, additional term and/or volume. We continue to engage in discussions and may deliver sand at prices or at volumes below those provided for in our existing contracts. We expect that these circumstances may continue to negatively affect our revenues, net income and cash generated from operations into the remainder of 2016.

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We are currently storing a significant number of railcars. As of June 30, 2016 , 1,161 of our leased railcar fleet were idled and held in storage, a decrease from approximately 1,900 at December 31, 2015. As a result, we are incurring storage costs for these railcars in addition to fixed railcar lease costs.
We impaired our goodwill during the first quarter of 2016.  During the three months ended March 31, 2016, we completed an impairment assessment of our goodwill. As a result of the assessment, we estimated the fair value of our goodwill and determined that it was less than its carrying value, resulting in an impairment of $33,745 .
Our Augusta production facility is temporarily idled as of June 30, 2016 . As a result of current market conditions, we elected to temporarily idle our Augusta production facility, resulting in a decrease in volumes produced during the six months ended June 30, 2016 as compared to the same period of 2015 .
We incurred bad debt expense in connection with a customer’s bankruptcy filing. We incurred bad debt expense of $8,236 during the six months ended June 30, 2016 , principally as a result of a spot customer filing for bankruptcy. Should negative market conditions continue to persist in 2016, our customer credit risk may increase, which could result in increased bad debt expense and/or reduced cash flows from operations.
Our outstanding balance under the Revolving Credit Agreement was paid in full. As of June 30, 2016, we did not have any indebtedness outstanding under our Revolving Credit Agreement. As a result, our interest expense will decrease during the third quarter of 2016.
We completed construction of our Blair facility. During the first quarter of 2016, we completed construction and commenced operations of our Blair facility.
Market Conditions
Since August 2014, oil and natural gas prices have declined and persist at levels well below those experienced through the middle of 2014. As a result, the number of rigs drilling for oil and gas fell dramatically through June 30, 2016 as compared to the high levels achieved during third quarter 2014. Specifically, the reported Baker Hughes oil rig count in North America fell to a low of 316 in May 2016 and was at 341 rigs as of June 30, 2016 , marking a 2016 year-to-date decline of more than 36% . Due to the uncertainty regarding the timing and extent of a rebound, exploration and production companies have sharply reduced their drilling activities in an effort to control costs. In addition, many exploration and production companies have announced that a significant number of wells drilled since August 2014 have not yet been completed and may not be completed in the foreseeable future. As a result, customers continue to face uncertainty related to activity levels and have reduced their active frac crews, resulting in further declines in well completion activity. The combination of these factors, among others, has reduced proppant demand and pricing further in the second quarter of 2016 and significantly from the levels experienced during 2014. Given the energy industry's outlook for the remainder of 2016, we expect the low levels of well completion activity may continue throughout 2016, which may result in more pressure on frac sand pricing and reduced sales volumes.
In general, pricing for Northern White frac sand reached its highest levels during the fourth quarter of 2014. Since then spot market prices for Northern White frac sand have declined dramatically, as sand producers with excess inventories discounted sand pricing, and in some cases, substantially discounted sand pricing. Pricing declined throughout the year and has stabilized somewhat in the second quarter of 2016, although at historically low levels.
As a result of the market dynamics existing through June 30, 2016 , we have engaged and continue to be engaged in ongoing discussions with all of our contract customers regarding pricing and volume requirements under our existing contracts. While these discussions continue, we have provided contract customers with temporary pricing discounts and/or waivers of minimum volume purchase requirements, in certain circumstances in exchange for, among other things, additional term and/or volume. We continue to engage in discussions and may deliver sand at prices or at volumes below those provided for in our existing contracts. We expect that these circumstances may continue to negatively affect our revenues, net income and cash generated from operations for the remainder of 2016.

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The following table presents sales, volume and pricing comparisons for the second quarter of 2016 , as compared to the first quarter of 2016 :
 
Three Months Ended
 
 
 
 
 
June 30,
 
March 31,
 
 
 
Percentage
 
2016
 
2016
 
Change
 
Change
Revenues generated from the sale of frac sand (in thousands)
$
38,229

 
$
51,897

 
$
(13,668
)
 
(26
)%
Tons sold
849,263

 
962,998

 
(113,735
)
 
(12
)%
Percentage of volumes sold in-basin
49
%
 
59
%
 
(10
)%
 
(17
)%
Average price per ton sold
$
45

 
$
54

 
$
(9
)
 
(17
)%
We continued to provide additional price discounts to customers during the second quarter of 2016 . Tons sold during the second quarter were 12% lower than the first quarter of 2016 . The decreased volumes, coupled with price discounts and a lower percentage of volumes purchased in-basin during the second quarter of 2016 , led to our frac sand revenues decreasing compared to the prior quarter. Average sales price per ton sold decreased to $45 per ton in the second quarter 2016 from $54 per ton in the first quarter of 2016 , reflecting the combined impact of continued pricing pressure and decreased in-basin sales.
Our sales volumes and pricing may be lower in the future if demand for frac sand continues to decrease. Such decreases could have a negative impact on our future liquidity if it results in lower net income and/or cash flows generated from operations. In such a circumstance, we may access availability under our Revolving Credit Agreement and continue to focus on reducing our operating expenses. Despite the current market declines, we continue to believe that the long-term fundamental trends for frac sand demand, including the increased use of sand per lateral foot in well completions, remain favorable.
We have taken several steps to ensure we continue to deliver low-cost solutions to our customers, including construction of additional in-basin storage facilities and marketing of our product through additional third-party operated terminals. We eliminated the volumes of sand purchased from third parties, and worked to ensure that volumes were sourced at our lowest cost, combining our lowest production cost with the lowest origin to destination freight rates where possible. We strategically managed the size of our railcar fleet by eliminating the use of system cars to reduce cost and returning cars at the end of their lease term. However, during 2016, we expect to continue to incur railcar storage expense related to railcars in long-term storage. We also focused on ensuring optimal origin and destination routing.
On October 9, 2015, we announced a reduction in force to our employees in connection with the temporary idling of our Augusta production facility, which has a higher cost structure than our lowest cost production facility, and during the fourth quarter of 2015, we temporarily idled several transload facilities and closed an administrative office. In the first six months of 2016, we transferred the remaining Augusta facility employees to our Blair facility, and we further reduced headcount of certain transload facilities and temporarily idled our sponsor's Whitehall facility. Given the current macro environment, we continue to focus on reducing our costs to enhance profitability and better serve our customers.

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Results of Operations
The following table presents consolidated revenues and expenses for the periods indicated.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Revenues
$
38,429

 
$
83,958

 
$
90,577

 
$
186,069

Costs of goods sold:
 
 
 
 
 
 
 
Production costs
8,704

 
11,159

 
14,988

 
26,347

Other cost of sales
26,323

 
48,194

 
69,873

 
99,658

Depreciation, depletion and amortization
3,941

 
4,345

 
6,831

 
6,332

Gross profit (loss)
(539
)
 
20,260

 
(1,115
)
 
53,732

Operating costs and expenses
6,247

 
6,919

 
54,443

 
13,598

Income (loss) from operations
(6,786
)
 
13,341

 
(55,558
)
 
40,134

Other income (expense):
 
 


 
 
 
 
Interest expense
(3,972
)
 
(2,984
)
 
(7,553
)
 
(6,301
)
Net income (loss)
(10,758
)
 
10,357

 
(63,111
)
 
33,833

(Income) loss attributable to non-controlling interest
20

 
2

 
43

 
(167
)
Net income (loss) attributable to Hi-Crush Partners LP
$
(10,738
)
 
$
10,359

 
$
(63,068
)
 
$
33,666

Three Months Ended June 30, 2016 Compared to the Three Months Ended June 30, 2015
Revenues
The following table presents sales, volume and pricing comparisons for the second quarter of 2016 , as compared to the second quarter of 2015 :
 
Three Months Ended
 
 
 
 
 
June 30,
 
 
 
Percentage
 
2016
 
2015
 
Change
 
Change
Revenues generated from the sale of frac sand (in thousands)
$
38,229

 
$
80,121

 
$
(41,892
)
 
(52
)%
Tons sold
849,263

 
1,190,156

 
(340,893
)
 
(29
)%
Percentage of volumes sold in-basin
49
%
 
58
%
 
(9
)%
 
(16
)%
Average price per ton sold
$
45

 
$
67

 
$
(22
)
 
(33
)%
Revenues generated from the sale of frac sand were $38,229 and $80,121 for the three months ended June 30, 2016 and 2015 , respectively, during which we sold 849,263 and 1,190,156 tons of frac sand, respectively. Average sales price per ton was $45 and $67 for the three months ended June 30, 2016 and 2015 , respectively. The sales prices between the two periods differ due to the mix in pricing of FOB plant and in-basin volumes ( 49% and 58% of tons were sold in-basin for the three months ended June 30, 2016 and 2015 , respectively), offset by changes in industry sales price trends. With oil and gas prices persisting at levels well below those experienced in middle of 2014 and the resulting decline in drilling activity, we continued to provide discounted pricing for contract customers in the second quarter of 2016 . Price per ton exiting second quarter of 2016 was lower than the second quarter of 2015 .
Other revenue related to transload and terminaling, silo leases and other services was $200 and $3,837 for the three months ended June 30, 2016 and 2015 , respectively. The decrease in such revenues was driven by decreased transloading and logistics services provided at our destination terminals, resulting from lower overall industry sand demand and the decrease in total volumes sold FOB plant.
Costs of goods sold – Production costs
We incurred production costs of $8,704 and $11,159 for the three months ended June 30, 2016 and 2015 , respectively, reflecting lower sales volumes, combined with a greater percentage of volumes produced and delivered from the lower cost Wyeville and Blair facilities.

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The principal components of production costs involved in operating our business are excavation costs, plant operating costs and royalties. Such costs, with the exception of royalties, are capitalized as a component of inventory and are reflected in costs of goods sold when inventory is sold. Royalties are charged to expense in the period in which they are incurred. The following table provides a comparison of the drivers impacting the level of production costs for the three months ended June 30, 2016 and 2015 .
 
Three Months Ended
 
June 30,
 
2016
 
2015
Excavation costs
$
3,597

 
$
3,665

Plant operating costs
4,271

 
4,856

Royalties
836

 
2,638

   Total production costs
$
8,704

 
$
11,159

The overall decrease in production costs was attributable to lower tonnage produced and delivered in the current period combined with a focus on sourcing our sand from our lowest cost facilities.
Costs of goods sold – Other cost of sales
The other principal costs of goods sold are the cost of purchased sand, freight charges, fuel surcharges, railcar lease expense, terminal switch fees, demurrage costs, storage fees, transload fees, labor and facility rent. The cost of purchased sand and transportation related charges are capitalized as a component of inventory and are reflected in cost of goods sold when inventory is sold. Other cost components, including costs associated with in-basin storage, such as demurrage and terminal operations, which includes labor and rent, are charged to costs of goods sold in the period in which they are incurred.
We purchase sand from our sponsor's Whitehall facility, and during 2015, through a long-term supply agreement with a third party at a specified price per ton. For the three months ended June 30, 2016 and 2015 , we incurred $185 and $8,579 of purchased sand costs, respectively. The decrease was attributable to the Whitehall facility being temporarily idled at the end of March 2016.
We incur transportation costs including freight charges, fuel surcharges and railcar lease costs when transporting our sand from its origin to destination. For the three months ended June 30, 2016 and 2015 , we incurred $23,960 and $35,363 of transportation costs, respectively. Other costs of sales were $2,178 and $4,252 during the three months ended June 30, 2016 and 2015 , respectively, and were primarily comprised of demurrage, storage and transload fees and on-site labor. The decrease in transportation and other costs of sales was driven by decreased sales volumes and utilization of silo storage at our terminals.
Costs of goods sold – Depreciation, depletion and amortization of intangible assets
For the three months ended June 30, 2016 and 2015 , we incurred $3,941 and $4,345 , respectively, of depreciation, depletion and amortization expense. The decrease was driven by the idling of our Augusta facility and reduced amortization of intangible assets due to the impairment of the Sand Supply Agreement in the third quarter of 2015.
Gross Profit (Loss)
Gross loss was $539 for the three months ended June 30, 2016 , compared to gross profit of $20,260 for the three months ended June 30, 2015 . Gross profit percentage declined from 24.1% in second quarter of 2015 to (1.4)% in second quarter of 2016 . The decline was primarily driven by pricing discounts, decreased volumes and reduced other revenues, offset by lower production and transportation costs.
Operating Costs and Expenses
For the three months ended June 30, 2016 and 2015 , we incurred general and administrative expenses of $6,053 and $6,835 , respectively.
Interest Expense
Interest expense was $3,972 and $2,984 for the three months ended June 30, 2016 and 2015 , respectively. The increase in interest expense during the 2016 period was primarily attributable to increased borrowings outstanding on our revolver. In addition, during the three months ended June 30, 2016 , we amended our Revolving Credit Agreement and as a result of this modification, we accelerated amortization of $349 representing a portion of the remaining unamortized balance of debt issuance costs.
Net Income (Loss) Attributable to Hi-Crush Partners LP
Net loss attributable to Hi-Crush Partners LP was $10,738 for the three months ended June 30, 2016 , compared to net income of $10,359 for the three months ended June 30, 2015 .

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Six Months Ended June 30, 2016 Compared to the Six Months Ended June 30, 2015
Revenues
The following table presents sales, volume and pricing comparisons for the six months ended June 30, 2016 , as compared to the six months ended June 30, 2015 :
 
Six Months Ended
 
 
 
 
 
June 30,
 
 
 
Percentage
 
2016
 
2015
 
Change
 
Change
Revenues generated from the sale of frac sand (in thousands)
$
90,126

 
$
166,995

 
$
(76,869
)
 
(46
)%
Tons sold
1,812,261

 
2,385,499

 
(573,238
)
 
(24
)%
Percentage of volumes sold in-basin
55
%
 
51
%
 
4
%
 
8
 %
Average price per ton sold
$
50

 
$
70

 
$
(20
)
 
(29
)%
Revenues generated from the sale of frac sand were $90,126 and $166,995 for the six months ended June 30, 2016 and 2015 , respectively, during which we sold 1,812,261 and 2,385,499 tons of frac sand, respectively. Average sales price per ton was $50 and $70 for the six months ended June 30, 2016 and 2015 , respectively. The sales prices between the two periods differ due to the mix in pricing of FOB plant and in-basin volumes ( 55% and 51% of tons were sold in-basin for the six months ended June 30, 2016 and 2015 , respectively), offset by changes in industry sales price trends. With oil and gas prices persisting at levels well below those experienced in middle of 2014 and the resulting decline in drilling activity, we continued to provide discounted pricing for contract customers in the second quarter of 2016 . Price per ton exiting the second quarter of 2016 was lower than the second quarter of 2015 .
Other revenue related to transload and terminaling, silo leases and other services was $451 and $19,074 for the six months ended June 30, 2016 and 2015 , respectively. The decrease in such revenues was driven by decreased transloading and logistics services provided at our destination terminals, resulting from lower overall industry sand demand and the decrease in volumes sold FOB plant.
Costs of goods sold – Production costs
We incurred production costs of $14,988 and $26,347 for the six months ended June 30, 2016 and 2015 , respectively, reflecting lower sales volumes, combined with a greater percentage of volumes produced and delivered from the lower cost Wyeville and Blair facilities.
The principal components of production costs involved in operating our business are excavation costs, plant operating costs and royalties. Such costs, with the exception of royalties, are capitalized as a component of inventory and are reflected in costs of goods sold when inventory is sold. Royalties are charged to expense in the period in which they are incurred. The following table provides a comparison of the drivers impacting the level of production costs for the six months ended June 30, 2016 and 2015 .
 
Six Months Ended
 
June 30,
 
2016
 
2015
Excavation costs
$
5,424

 
$
7,158

Plant operating costs
8,209

 
13,049

Royalties
1,355

 
6,140

   Total production costs
$
14,988

 
$
26,347

The overall decrease in production costs was attributable to lower tonnage produced and delivered in the current period combined with a focus on sourcing our sand from our lowest cost facilities.
Costs of goods sold – Other cost of sales
The other principal costs of goods sold are the cost of purchased sand, freight charges, fuel surcharges, railcar lease expense, terminal switch fees, demurrage costs, storage fees, transload fees, labor and facility rent. The cost of purchased sand and transportation related charges are capitalized as a component of inventory and are reflected in cost of goods sold when inventory is sold. Other cost components, including costs associated with in-basin storage, such as demurrage and terminal operations, which includes labor and rent, are charged to costs of goods sold in the period in which they are incurred.

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We purchase sand from our sponsor's Whitehall facility, and in 2015, through a long-term supply agreement with a third party at a specified price per ton. For the six months ended June 30, 2016 and 2015 , we incurred $8,253 and $18,759 of purchased sand costs, respectively. The decrease was due to a lower average purchase price paid in the first half of 2016 as compared to the first half of 2015 , offset by higher volumes purchased. Additionally, we temporarily idled our sponsor's Whitehall facility in late March 2016.
We incur transportation costs including freight charges, fuel surcharges and railcar lease costs when transporting our sand from its origin to destination. For the six months ended June 30, 2016 and 2015 , we incurred $55,873 and $70,552 of transportation costs, respectively. Other costs of sales was $5,747 and $10,347 during the six months ended June 30, 2016 and 2015 , respectively, and was primarily comprised of demurrage, storage and transload fees and on-site labor. The decrease in transportation and other costs of sales was driven by decreased sales volumes and utilization of silo storage at our terminals.
Costs of goods sold – Depreciation, depletion and amortization of intangible assets
For the six months ended June 30, 2016 and 2015 , we incurred $6,831 and $6,332 , respectively, of depreciation, depletion and amortization expense. The decrease was driven reduced amortization of intangible assets due to the impairment of the Sand Supply Agreement in the third quarter of 2015.
Gross Profit (Loss)
Gross loss was $1,115 for the six months ended June 30, 2016 , compared to gross profit of $53,732 for the six months ended June 30, 2015 . Gross profit percentage declined from 28.9% in first half of 2015 to (1.2)% in first half of 2016 . The decline was primarily driven by pricing discounts, decreased volumes and reduced other revenues, offset by lower production and transportation costs.
Operating Costs and Expenses
For the six months ended June 30, 2016 and 2015 , we incurred general and administrative expenses of $20,414 and $13,431 , respectively. The increase in such costs was primarily attributable to an $8,236 increase in bad debt expense associated with a spot customer filing for bankruptcy. For the six months ended June 30, 2016 , we incurred impairments and other expenses of $33,849 primarily related to the impairment of goodwill.
Interest Expense
Interest expense was $7,553 and $6,301 for the six months ended June 30, 2016 and 2015 , respectively. The increase in interest expense during the 2016 period was primarily attributable to increased borrowings outstanding on our revolver. In addition, during the three months ended June 30, 2016 , we amended our Revolving Credit Agreement and as a result of this modification, we accelerated amortization of $349 representing a portion of the remaining unamortized balance of debt issuance costs.
Net Income (Loss) Attributable to Hi-Crush Partners LP
Net loss attributable to Hi-Crush Partners LP was $63,068 for the six months ended June 30, 2016 , compared to net income of $33,666 for the six months ended June 30, 2015 .
Liquidity and Capital Resources
Overview
We expect our principal sources of liquidity will be cash generated by our operations, supplemented by borrowings under our Revolving Credit Agreement, as available. We believe that cash from these sources will be sufficient to meet our short-term working capital requirements and long-term capital expenditure requirements. As of July 26, 2016 , our sources of liquidity consisted of $35,546 of available cash and $67,413 pursuant to available borrowings under the third amendment of our Revolving Credit Agreement ( $75,000 , net of $7,587 letter of credit commitments). Our Revolving Credit Agreement allows distributions to unitholders up to 50% of quarterly distributable cash flow after quarterly debt payments on the term loan, and requires that capital expenditures during 2016 not exceed $28,000. The third amendment to our Revolving Credit Agreement waives the minimum quarterly EBITDA covenants and establishes a maximum EBITDA loss for the six months ending March 31, 2017. The amendment also provides for an equity cure that can be applied to EBITDA covenant ratios for 2017 and all future periods. As of June 30, 2016 , we were in compliance with the covenants contained in our Revolving Credit Agreement. We expect to be in compliance with the covenants throughout the remainder of 2016. However, our ability to comply with such covenants in the future could be affected by the levels of cash flows from our operations and events and circumstances beyond our control. If market or other economic conditions deteriorate, our risk of non-compliance may increase. In addition, we have a $200,000 senior secured term loan facility which permits us to add one or more incremental term loan facilities in an aggregate amount not to exceed $100,000. Our General Partner is also authorized to issue an unlimited number of units without the approval of existing limited partner unitholders.

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We expect that our future principal uses of cash will be for working capital, capital expenditures, funding debt service obligations and making distributions to our unitholders. Capital expenditures totaled $29,787 during the six months ended June 30, 2016 , representing costs associated with the completion of our Blair facility and distribution terminal facilities in Colorado and Texas, among other projects. We plan to spend $4,000 to $8,000 on capital expenditures during the remainder of 2016 primarily related to the expansion of rail capacity at our Wyeville facility, among other projects. On October 26, 2015, our General Partner’s board of directors announced the temporary suspension of our quarterly distribution to common unitholders in order to conserve cash and preserve liquidity. It is currently uncertain when market conditions will improve, at which time it may be appropriate to reinstate the distribution.
Credit Ratings
As of July 26, 2016 , the credit rating of the Partnership’s senior secured term loan credit facility was B+ from Standard and Poor’s and Caa1 from Moody’s.
The credit ratings of the Partnership’s senior secured term loan facility reflect only the view of a rating agency and should not be interpreted as a recommendation to buy, sell or hold any of our securities.  A credit rating can be revised upward or downward or withdrawn at any time by a rating agency, if it determines that circumstances warrant such a change.  A credit rating from one rating agency should be evaluated independently of credit ratings from other rating agencies.

Working Capital
Working capital is the amount by which current assets exceed current liabilities and is a measure of our ability to pay our liabilities as they become due. At the end of any given period, accounts receivable and payable tied to sales and purchases are relatively balanced to the volume of tons sold during the period. The factors that typically cause overall variability in the Partnership's working capital are (1) the Partnership's cash position, (2) inventory levels, which the Partnership closely manages, or (3) major structural changes in the Partnership's asset base or business operations, such as any acquisition, divestures or organic capital expenditures. As of June 30, 2016 , we had a working capital deficit of $82,675 as compared to a deficit of $63,124 at December 31, 2015 . The deficit as of June 30, 2016 and December 31, 2015 is due to increased advances received from our sponsor to finance the construction of the Blair facility. Excluding the $122,596 of outstanding sponsor advances, our working capital balance would be positive $39,921 as of June 30, 2016 .
The following table summarizes our working capital as of the dates indicated.
 
June 30, 2016
 
December 31, 2015
Current assets:
 
 
 
Accounts receivable, net
$
23,775

 
$
41,477

Inventories
28,011

 
27,971

Prepaid and other current assets
7,113

 
4,840

Total current assets
58,899

 
74,288

Current liabilities:
 
 
 
Accounts payable
15,477

 
24,237

Accrued and other current liabilities
4,848

 
6,429

Due to sponsor
121,249

 
106,746

Total current liabilities
141,574

 
137,412

Working capital (deficit)
$
(82,675
)
 
$
(63,124
)
Accounts receivable decreased $17,702 during the six months ended June 30, 2016 . Excluding the increase in our bad debt allowance of $8,236 , accounts receivable decreased by $9,466 , the net impact of lower sales volumes and pricing compared to the fourth quarter of 2015 .
Our inventory consists primarily of sand that has been excavated and processed through the wet plant and finished goods. The slight increase in our inventory was primarily driven by a $2,957 increase in our raw materials and washed sand piles as our wet plants beginning operations in late March coupled with a slight increase in spare parts inventory, offset by a $3,069 decrease in our finished goods inventory. Most of our finished goods inventory is either in transit or held at our terminals for future sale.
Accounts payable and accrued liabilities decreased by $10,341 on a combined basis, primarily due a decrease in outstanding payables associated with construction of the Blair facility, and to the completion of the terminal facilities under construction in Colorado and Texas.

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Our balance due to our sponsor increased $14,503 during the six months ended June 30, 2016 , primarily as a result of increased advances to fund the completion of our Blair facility.
The following table provides a summary of our cash flows for the periods indicated.
 
Six Months Ended
 
June 30,
 
2016
 
2015
Net cash provided by (used in):
 
 
 
Operating activities
$
(4,575
)
 
$
57,702

Investing activities
(29,787
)
 
(66,229
)
Financing activities
62,970

 
10,738

Cash Flows - Six Months Ended June 30, 2016 and 2015
Operating Activities
Net cash used in operating activities was $4,575 for the six months ended June 30, 2016 , compared to net cash provided by operating activities of $57,702 for the six months ended June 30, 2015 . Operating cash flows include a net loss of $63,111 and net income earned of $33,833 during the six months ended June 30, 2016 and 2015 , respectively, adjusted for non-cash operating expenses and the changes in operating assets and liabilities described above. The decrease in cash flows from operations was primarily attributable to decreased gross profit margins, offset by a net decrease in our working capital associated with lower revenues and increased days of sales outstanding in the second quarter of 2016 as compared to the second quarter of 2015 .
Investing Activities
Net cash used in investing activities was $29,787 for the six months ended June 30, 2016 , and primarily consisted of capital expenditures related to the completions of the Blair facility and distribution terminal facilities in Colorado and Texas. Net cash used in investing activities was $66,229 for the six months ended June 30, 2015 , and primarily consisted of capital expenditures to expand our Augusta facility and expand silo storage at our terminal facilities in Pennsylvania and Ohio.
Financing Activities
Net cash provided by financing activities was $62,970 for the six months ended June 30, 2016 , and was comprised of $101,186 net proceeds from the issuance of 12,075,000 common units, $17,346 of advances received from our sponsor to fund the construction of the Blair facility, offset by $128 of loan origination costs and a $52,500 repayment of the outstanding balance on our Revolving Credit Agreement and $2,934 of repayments on other long-term debt.
Net cash provided by financing activities was $10,738 for the six months ended June 30, 2015 , and was comprised of $37,500 of cash proceeds from net borrowings under the Revolving Credit Agreement, $26,855 of advances received from our sponsor to fund the construction of the Blair facility, offset by $52,516 of distributions paid to our unitholders, $101 of loan origination costs and a $1,000 repayment of our term loan.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our current or future financial condition, changes in financial condition, sales, expenses, results of operations, liquidity, capital expenditures or capital resources.
The Partnership has long-term operating leases for railcars and equipment used at its terminal sites, some of which are also under long-term lease agreements with various railroads.
Capital Requirements
During the six months ended June 30, 2016 , we spent $29,787 related to costs associated with completion of our Blair facility and distribution terminal facilities in Colorado and Texas, among other projects. We plan to spend $4,000 to $8,000 on capital expenditures during the remainder of 2016 primarily related to the expansion of rail capacity at our Wyeville facility, among other projects.
Revolving Credit Agreement and Senior Secured Term Loan Facility
As of July 26, 2016 , we have a $75,000 senior secured Revolving Credit Agreement, which matures in April 2019. As of July 26, 2016 , we had no indebtedness and $67,413 of undrawn borrowing capacity ( $75,000 , net of $7,587 letter of credit commitments) under our Revolving Credit Agreement. The Revolving Credit Agreement is available to fund working capital and for other general corporate purposes, including the making of certain restricted payments permitted therein. Borrowings under our Revolving Credit Agreement are secured by substantially all of our assets.

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As of July 26, 2016 , we have a $200,000 senior secured term loan facility, which matures in April 2021. As of July 26, 2016 , the senior secured term loan facility was fully drawn with a $195,500 balance outstanding. The senior secured term loan facility permits us to add one or more incremental term loan facilities in an aggregate amount not to exceed $100,000. Any incremental senior secured term loan facility would be on terms to be agreed among us, the administrative agent under the senior secured term loan facility and the lenders who agree to participate in the incremental facility. Borrowings under our senior secured term loan facility are secured by substantially all of our assets.
For additional information regarding our Revolving Credit Agreement and our senior secured term loan facility, see Note 6 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Forward-Looking Statements
Some of the information in this Quarterly Report on Form 10-Q may contain forward-looking statements. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2015 . Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and as such should not consider the following to be a complete list of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
the amount of frac sand we are able to excavate and process, which could be adversely affected by, among other things, operating difficulties and unusual or unfavorable geologic conditions;
the volume of frac sand we are able to buy and sell;
the price at which we are able to buy and sell frac sand;
changes in the price and availability of natural gas or electricity;
changes in prevailing economic conditions, including the extent of changes in natural gas, crude oil and other commodity prices;
unanticipated ground, grade or water conditions;
inclement or hazardous weather conditions, including flooding, and the physical impacts of climate change;
environmental hazards;
difficulties in obtaining or renewing environmental permits;
industrial accidents;
changes in laws and regulations (or the interpretation thereof) related to the mining and hydraulic fracturing industries, silica dust exposure or the environment;
the outcome of litigation, claims or assessments, including unasserted claims;
inability to acquire or maintain necessary permits, licenses or other approvals, including mining or water rights;
facility shutdowns in response to environmental regulatory actions;
inability to obtain necessary production equipment or replacement parts;
reduction in the amount of water available for processing;
technical difficulties or failures;
inability to attract and retain key personnel;
labor disputes and disputes with our excavation contractor;
late delivery of supplies;
difficulty collecting receivables;
inability of our customers to take delivery;
changes in the price and availability of transportation;
fires, explosions or other accidents;
cave-ins, pit wall failures or rock falls;
our ability to borrow funds and access capital markets;
changes in the political environment of the drilling basins in which we and our customers operate; and
changes in the railroad infrastructure, price, capacity and availability, including the potential for rail line washouts.
All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.


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