|
|
|
|
|
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)
|
¨
|
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 2.01.
|
Completion of Acquisition or Disposition of Assets
|
•
|
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
|
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)
|
|
|
|
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
|
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)
|
i.
|
The following definition of “Blair Contribution Agreement” is hereby added:
|
ii.
|
The definition of “Registrable Securities” is hereby deleted in its entirety and replaced with the following:
|
|
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
|
|
(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.
|
•
|
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.
|
|
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.
|
•
|
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.
|
•
|
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.
|
|
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
|
)%
|
|
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
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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.
|
|
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
|
|
|
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
.
|
|
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
.
|
|
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
.
|
|
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
.
|
|
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
|
|
|
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
|
|
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
|
|
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
|
|
|
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
|
|
|
|
|
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
|
|
Fiscal Year
|
Amortization
|
||
2016
|
$
|
1,682
|
|
2017
|
1,682
|
|
|
2018
|
1,682
|
|
|
2019
|
1,682
|
|
|
2020
|
1,682
|
|
|
Thereafter
|
3,369
|
|
|
|
$
|
11,779
|
|
|
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
|
|
|
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
|
|
Fiscal Year
|
Amount
|
||
2016
|
$
|
3,258
|
|
2017
|
3,990
|
|
|
2018
|
5,676
|
|
|
2019
|
54,500
|
|
|
2020
|
2,000
|
|
|
Thereafter
|
184,971
|
|
|
|
$
|
254,395
|
|
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
|
|
|
$
|
—
|
|
|
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
|
|
|
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
|
|
|
|
|
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
|
|
|
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
|
|
|
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
|
|
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
|
|
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
|
|
|
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
|
|
|
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.
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
Page
|
|
|
|
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
.
|
|
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
.
|
|
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
.
|
|
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
.
|
|
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
|
)
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
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
|
|
|
$
|
—
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2016
|
|
2015
|
||
Basic
|
37,035,068
|
|
|
36,958,227
|
|
Diluted
|
37,035,068
|
|
|
37,201,044
|
|
|
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
|
)
|
|
|
|
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
|
|
|
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
|
|
|
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
|
|
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
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
Impairment of Goodwill
|
$
|
33,745
|
|
|
$
|
—
|
|
Severance, retention and relocation
|
2
|
|
|
—
|
|
||
Impairments and other expenses
|
$
|
33,747
|
|
|
$
|
—
|
|
|
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
|
|
|
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
|
|
|
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
|
)
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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.
|
•
|
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.
|
•
|
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.
|
|
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
|
%
|
|
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
|
|
|
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
|
)%
|
|
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
|
|
|
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
|
)
|
|
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
|
)
|
•
|
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.
|
|
Page
|
|
|
|
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
.
|
|
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
.
|
|
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
.
|
|
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
.
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
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
|
|
|
$
|
—
|
|
|
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
|
|
|
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
|
)
|
|
|
|
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
|
)
|
|
|
|
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
|
|
|
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
|
|
|
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
|
|
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
|
|
|
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
|
|
|
$
|
—
|
|
|
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
|
|
|
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
|
|
|
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
|
)
|
|
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
|
)
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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.
|
•
|
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.
|
•
|
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.
|
|
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
|
)%
|
|
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,
|
|
|
|
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
|
)%
|
|
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
|
|
|
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
|
)%
|
|
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
|
|
|
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
|
)
|
|
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
|
|
•
|
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.
|