|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
26-3718801
|
(State or other jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
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Page
|
PART I
|
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
Signatures
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
(unaudited)
|
|
(audited)
|
||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
463,395
|
|
|
$
|
277,077
|
|
Short-term investments
|
6,840
|
|
|
21,849
|
|
||
Accounts receivable, net
|
59,078
|
|
|
58,706
|
|
||
Inventories, net
|
67,091
|
|
|
65,004
|
|
||
Prepaid expenses and other current assets
|
10,375
|
|
|
9,921
|
|
||
Income tax deposits
|
939
|
|
|
6,583
|
|
||
Total current assets
|
607,718
|
|
|
439,140
|
|
||
Property, plant and mine development, net
|
553,005
|
|
|
561,196
|
|
||
Goodwill
|
68,647
|
|
|
68,647
|
|
||
Trade names
|
14,474
|
|
|
14,474
|
|
||
Customer relationships, net
|
6,329
|
|
|
6,453
|
|
||
Other assets
|
18,127
|
|
|
18,709
|
|
||
Total assets
|
$
|
1,268,300
|
|
|
$
|
1,108,619
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
45,394
|
|
|
$
|
49,631
|
|
Dividends payable
|
3,339
|
|
|
3,453
|
|
||
Accrued liabilities
|
11,547
|
|
|
11,708
|
|
||
Accrued interest
|
57
|
|
|
58
|
|
||
Current portion of long-term debt
|
3,333
|
|
|
3,330
|
|
||
Current portion of deferred revenue
|
7,216
|
|
|
15,738
|
|
||
Total current liabilities
|
70,886
|
|
|
83,918
|
|
||
Long-term debt
|
487,540
|
|
|
488,375
|
|
||
Liability for pension and other post-retirement benefits
|
60,600
|
|
|
55,893
|
|
||
Deferred revenue
|
66,948
|
|
|
59,676
|
|
||
Deferred income taxes, net
|
9,770
|
|
|
19,513
|
|
||
Other long-term obligations
|
17,563
|
|
|
17,077
|
|
||
Total liabilities
|
713,307
|
|
|
724,452
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock
|
639
|
|
|
539
|
|
||
Additional paid-in capital
|
379,336
|
|
|
194,670
|
|
||
Retained earnings
|
207,040
|
|
|
220,974
|
|
||
Treasury stock, at cost
|
(13,323
|
)
|
|
(15,845
|
)
|
||
Accumulated other comprehensive loss
|
(18,699
|
)
|
|
(16,171
|
)
|
||
Total stockholders’ equity
|
554,993
|
|
|
384,167
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,268,300
|
|
|
$
|
1,108,619
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Sales
|
$
|
122,510
|
|
|
$
|
203,958
|
|
Cost of goods sold (excluding depreciation, depletion and amortization)
|
106,751
|
|
|
138,653
|
|
||
Operating expenses
|
|
|
|
||||
Selling, general and administrative
|
15,503
|
|
|
26,961
|
|
||
Depreciation, depletion and amortization
|
14,556
|
|
|
13,243
|
|
||
|
30,059
|
|
|
40,204
|
|
||
Operating income (loss)
|
(14,300
|
)
|
|
25,101
|
|
||
Other income (expense)
|
|
|
|
||||
Interest expense
|
(6,643
|
)
|
|
(6,836
|
)
|
||
Other income, net, including interest income
|
1,790
|
|
|
11
|
|
||
|
(4,853
|
)
|
|
(6,825
|
)
|
||
Income (loss) before income taxes
|
(19,153
|
)
|
|
18,276
|
|
||
Income tax benefit (expense)
|
8,493
|
|
|
(3,453
|
)
|
||
Net income (loss)
|
$
|
(10,660
|
)
|
|
$
|
14,823
|
|
Earnings (loss) per share:
|
|
|
|
||||
Basic
|
$
|
(0.20
|
)
|
|
$
|
0.28
|
|
Diluted
|
$
|
(0.20
|
)
|
|
$
|
0.28
|
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
54,470
|
|
|
53,416
|
|
||
Diluted
|
54,470
|
|
|
53,869
|
|
||
Dividends declared per share
|
$
|
0.06
|
|
|
$
|
0.13
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Net income (loss)
|
$
|
(10,660
|
)
|
|
$
|
14,823
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized gain on derivatives (net of tax of $21and $2 for the three months ended March 31, 2016 and 2015, respectively)
|
35
|
|
|
3
|
|
||
Unrealized gain (loss) on investments (net of tax of $(3) and $22 for the three months ended March 31, 2016 and 2015, respectively)
|
(5
|
)
|
|
35
|
|
||
Pension and other post-retirement benefits liability adjustment (net of tax of $(1,541) and $(235) for the three months ended March 31, 2016 and 2015, respectively)
|
(2,558
|
)
|
|
(379
|
)
|
||
Comprehensive income (loss)
|
$
|
(13,188
|
)
|
|
$
|
14,482
|
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders’
Equity
|
||||||||||||
Balance at December 31, 2015
|
$
|
539
|
|
|
$
|
(15,845
|
)
|
|
$
|
194,670
|
|
|
$
|
220,974
|
|
|
$
|
(16,171
|
)
|
|
$
|
384,167
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,660
|
)
|
|
—
|
|
|
(10,660
|
)
|
||||||
Issuance of common stock (common stock offering at $20 per share, net of issuance costs of $13,798)
|
100
|
|
|
—
|
|
|
186,102
|
|
|
—
|
|
|
—
|
|
|
186,202
|
|
||||||
Unrealized gain on derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
35
|
|
||||||
Unrealized loss on short-term investments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Pension and post-retirement liability, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,558
|
)
|
|
(2,558
|
)
|
||||||
Cash dividend declared ($0.0625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,274
|
)
|
|
—
|
|
|
(3,274
|
)
|
||||||
Common stock-based compensation plans activity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
1,906
|
|
|
—
|
|
|
—
|
|
|
1,906
|
|
||||||
Net tax effect
|
—
|
|
|
—
|
|
|
(343
|
)
|
|
—
|
|
|
—
|
|
|
(343
|
)
|
||||||
Proceeds from options exercised
|
—
|
|
|
37
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
22
|
|
||||||
Shares withheld for employee taxes related to vested restricted stock and stock units
|
—
|
|
|
1,416
|
|
|
(1,915
|
)
|
|
—
|
|
|
—
|
|
|
(499
|
)
|
||||||
Issuance of restricted stock
|
—
|
|
|
1,069
|
|
|
(1,069
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at March 31, 2016
|
$
|
639
|
|
|
$
|
(13,323
|
)
|
|
$
|
379,336
|
|
|
$
|
207,040
|
|
|
$
|
(18,699
|
)
|
|
$
|
554,993
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(10,660
|
)
|
|
$
|
14,823
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
14,556
|
|
|
13,243
|
|
||
Debt issuance amortization
|
348
|
|
|
352
|
|
||
Original issue discount amortization
|
96
|
|
|
96
|
|
||
Deferred income taxes
|
(8,563
|
)
|
|
(3,101
|
)
|
||
Deferred revenue
|
(1,250
|
)
|
|
(5,498
|
)
|
||
Gain (loss) on disposal of property, plant and equipment
|
8
|
|
|
(32
|
)
|
||
Equity-based compensation
|
1,906
|
|
|
2,090
|
|
||
Excess tax benefit from equity-based compensation
|
—
|
|
|
(6
|
)
|
||
Bad debt provision
|
150
|
|
|
3,183
|
|
||
Other
|
653
|
|
|
(552
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(522
|
)
|
|
21,343
|
|
||
Inventories
|
(2,087
|
)
|
|
1,677
|
|
||
Prepaid expenses and other current assets
|
(454
|
)
|
|
(1,512
|
)
|
||
Income taxes
|
5,644
|
|
|
5,742
|
|
||
Accounts payable and accrued liabilities
|
(4,398
|
)
|
|
(33,071
|
)
|
||
Accrued interest
|
(1
|
)
|
|
—
|
|
||
Liability for pension and other post-retirement benefits
|
820
|
|
|
1,007
|
|
||
Net cash provided by (used in) operating activities
|
(3,754
|
)
|
|
19,784
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(6,068
|
)
|
|
(13,377
|
)
|
||
Maturities of short-term investments
|
15,020
|
|
|
—
|
|
||
Proceeds from sale of property, plant and equipment
|
58
|
|
|
72
|
|
||
Net cash provided by (used in) investing activities
|
9,010
|
|
|
(13,305
|
)
|
||
Financing activities:
|
|
|
|
||||
Dividends paid
|
(3,388
|
)
|
|
(6,758
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(15,255
|
)
|
||
Issuance of common stock
|
200,000
|
|
|
—
|
|
||
Common stock issuance costs
|
(13,798
|
)
|
|
—
|
|
||
Proceeds from options exercised
|
22
|
|
|
43
|
|
||
Excess tax benefit from equity-based compensation
|
—
|
|
|
6
|
|
||
Tax payments related to shares withheld for vested restricted stock
|
(499
|
)
|
|
(443
|
)
|
||
Repayment of long-term debt
|
(1,275
|
)
|
|
(1,275
|
)
|
||
Financing fees
|
—
|
|
|
(64
|
)
|
||
Net cash provided by (used in) financing activities
|
181,062
|
|
|
(23,746
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
186,318
|
|
|
(17,267
|
)
|
||
Cash and cash equivalents, beginning of period
|
277,077
|
|
|
263,066
|
|
||
Cash and cash equivalents, end of period
|
$
|
463,395
|
|
|
$
|
245,799
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash paid (received) during the period for:
|
|
|
|
||||
Interest
|
$
|
5,298
|
|
|
$
|
5,529
|
|
Taxes, net of refunds
|
$
|
(5,574
|
)
|
|
$
|
805
|
|
Dividends per Common Share
|
|
Declaration Date
|
|
Record Date
|
|
Payable Date
|
||
$
|
0.06
|
|
|
February 22, 2016
|
|
March 15, 2016
|
|
April 5, 2016
|
|
Three Months Ended
March 31, |
||||
|
2016
|
|
2015
|
||
Weighted-average outstanding stock options excluded
|
1,306
|
|
|
306
|
|
Weighted-average outstanding restricted stock awards excluded
|
367
|
|
|
27
|
|
|
For the Three Months Ended March 31, 2016
|
||||||||||||||
|
Unrealized
gain/(loss) on
cash flow hedges
|
|
Unrealized
gain/(loss) on
short-term
investments
|
|
Pension and
other
post-retirement
benefits liability
|
|
Total
|
||||||||
Beginning Balance
|
$
|
(81
|
)
|
|
$
|
6
|
|
|
$
|
(16,096
|
)
|
|
$
|
(16,171
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(5
|
)
|
|
(2,947
|
)
|
|
(2,952
|
)
|
||||
Amounts reclassed from accumulated other comprehensive income
|
35
|
|
|
—
|
|
|
389
|
|
|
424
|
|
||||
Ending Balance
|
$
|
(46
|
)
|
|
$
|
1
|
|
|
$
|
(18,654
|
)
|
|
$
|
(18,699
|
)
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Trade receivables
|
$
|
65,279
|
|
|
$
|
64,821
|
|
Less: Allowance for doubtful accounts
|
(7,503
|
)
|
|
(7,686
|
)
|
||
Net trade receivables
|
57,776
|
|
|
57,135
|
|
||
Other receivables
|
1,302
|
|
|
1,571
|
|
||
Total accounts receivable
|
$
|
59,078
|
|
|
$
|
58,706
|
|
|
March 31,
2016 |
||
Beginning balance
|
$
|
7,686
|
|
Bad debt provision net of recoveries
|
150
|
|
|
Write-offs
|
(333
|
)
|
|
Ending balance
|
$
|
7,503
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Supplies
|
$
|
18,114
|
|
|
$
|
18,029
|
|
Raw materials and work in process
|
16,493
|
|
|
18,113
|
|
||
Finished goods
|
32,484
|
|
|
28,862
|
|
||
Total inventories
|
$
|
67,091
|
|
|
$
|
65,004
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Mining property and mine development
|
$
|
222,427
|
|
|
$
|
222,439
|
|
Asset retirement cost
|
9,887
|
|
|
9,889
|
|
||
Land
|
30,322
|
|
|
30,322
|
|
||
Land improvements
|
37,972
|
|
|
37,791
|
|
||
Buildings
|
51,280
|
|
|
51,280
|
|
||
Machinery and equipment
|
368,353
|
|
|
360,817
|
|
||
Furniture and fixtures
|
1,917
|
|
|
1,917
|
|
||
Construction-in-progress
|
53,867
|
|
|
56,130
|
|
||
|
776,025
|
|
|
770,585
|
|
||
Accumulated depletion, depreciation and amortization
|
(223,020
|
)
|
|
(209,389
|
)
|
||
Total property, plant and mine development, net
|
$
|
553,005
|
|
|
$
|
561,196
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Senior secured credit facility:
|
|
|
|
||||
Revolver expiring July 23, 2018 (5% at March 31, 2016 and December 31, 2015)
|
$
|
—
|
|
|
$
|
—
|
|
Term loan facility—final maturity July 23, 2020 (4 - 4.5% at March 31, 2016 and December 31, 2015)
|
498,000
|
|
|
499,275
|
|
||
Less: Unamortized original issue discount
|
(1,602
|
)
|
|
(1,696
|
)
|
||
Less: Unamortized debt issuance cost
|
(5,525
|
)
|
|
(5,874
|
)
|
||
Total debt
|
490,873
|
|
|
491,705
|
|
||
Less: current portion
|
(3,333
|
)
|
|
(3,330
|
)
|
||
Total long-term portion of debt
|
$
|
487,540
|
|
|
$
|
488,375
|
|
2016
|
$
|
3,825
|
|
2017
|
5,100
|
|
|
2018
|
5,100
|
|
|
2019
|
5,100
|
|
|
2020
|
478,875
|
|
|
Thereafter
|
—
|
|
|
|
$
|
498,000
|
|
|
March 31,
2016 |
||
Beginning balance
|
$
|
12,254
|
|
Payments
|
—
|
|
|
Accretion
|
240
|
|
|
Additions and revisions of prior estimates
|
—
|
|
|
Ending balance
|
$
|
12,494
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Short-term investments
|
$
|
982
|
|
|
$
|
5,858
|
|
|
$
|
6,840
|
|
Interest rate derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net asset
|
$
|
982
|
|
|
$
|
5,858
|
|
|
$
|
6,840
|
|
|
Aggregate
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Money market mutual funds
|
$
|
982
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
982
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
4,655
|
|
|
—
|
|
|
—
|
|
|
4,655
|
|
||||
Government agencies
|
1,200
|
|
|
3
|
|
|
—
|
|
|
1,203
|
|
||||
Total available-for-sale investments
|
$
|
6,837
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
6,840
|
|
(amounts in thousands)
|
Operating Lease Minimum Rental Payments
|
|
Minimum Purchase Commitments
|
||||
2016
|
$
|
33,721
|
|
|
$
|
22,109
|
|
2017
|
46,960
|
|
|
19,861
|
|
||
2018
|
57,211
|
|
|
17,222
|
|
||
2019
|
52,363
|
|
|
12,967
|
|
||
2020
|
48,687
|
|
|
4,258
|
|
||
Thereafter
|
157,427
|
|
|
14,850
|
|
||
Total future lease and purchase commitments
|
$
|
396,369
|
|
|
$
|
91,267
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Service cost
|
$
|
288
|
|
|
$
|
324
|
|
Interest cost
|
1,235
|
|
|
1,203
|
|
||
Expected return on plan assets
|
(1,392
|
)
|
|
(1,375
|
)
|
||
Net amortization and deferral
|
481
|
|
|
666
|
|
||
Net pension benefit costs
|
$
|
612
|
|
|
$
|
818
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Service cost
|
$
|
44
|
|
|
$
|
44
|
|
Interest cost
|
306
|
|
|
277
|
|
||
Expected return on plan assets
|
—
|
|
|
(1
|
)
|
||
Net amortization and deferral
|
135
|
|
|
96
|
|
||
Net post-retirement costs
|
$
|
485
|
|
|
$
|
416
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Sales:
|
|
|
|
||||
Oil & Gas Proppants
|
$
|
73,865
|
|
|
$
|
148,753
|
|
Industrial & Specialty Products
|
48,645
|
|
|
55,205
|
|
||
Total Sales
|
122,510
|
|
|
203,958
|
|
||
Segment contribution margin:
|
|
|
|
||||
Oil & Gas Proppants
|
851
|
|
|
52,195
|
|
||
Industrial & Specialty Products
|
16,893
|
|
|
15,456
|
|
||
Total segment contribution margin
|
17,744
|
|
|
67,651
|
|
||
Operating activities excluded from segment cost of goods sold
|
(1,985
|
)
|
|
(2,346
|
)
|
||
Selling, general and administrative
|
(15,503
|
)
|
|
(26,961
|
)
|
||
Depreciation, depletion and amortization
|
(14,556
|
)
|
|
(13,243
|
)
|
||
Interest expense
|
(6,643
|
)
|
|
(6,836
|
)
|
||
Other income, net, including interest income
|
1,790
|
|
|
11
|
|
||
Income (loss) before income taxes
|
$
|
(19,153
|
)
|
|
$
|
18,276
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(amounts in thousands except per ton data)
|
Three Months Ended
|
|
Amount Change
|
|
Percent Change
|
|||||||||
March 31,
|
|
December 31,
|
|
'16 vs. '15
|
|
'16 vs. '15
|
||||||||
Oil & Gas Proppants
|
2016
|
|
2015
|
|
|
|||||||||
Sales
|
$
|
73,865
|
|
|
$
|
88,841
|
|
|
$
|
(14,976
|
)
|
|
(17
|
)%
|
Tons Sold
|
1,411
|
|
|
1,553
|
|
|
(142
|
)
|
|
(9
|
)%
|
|||
Average Selling Price per Ton
|
$
|
52.35
|
|
|
$
|
57.21
|
|
|
$
|
(4.86
|
)
|
|
(8
|
)%
|
•
|
Expand our Oil & Gas Proppants
production capacity and product portfolio.
We continue to consider and execute several initiatives to increase our frac sand production capacity and augment our proppant product portfolio.
|
•
|
While we made various initial investments or initial evaluations of new Greenfield sites in recent years, these expansion projects have been given lower priority due to the current frac sand market conditions. Our current focus for expanding production capacity is on maximizing existing production facility efficiencies.
|
•
|
In order to increase our resin coated product portfolio, during 2015, we announced the introduction of InnoProp
®
Python RCS, a new high-performance resin coated proppant designed to increase the production of oil and gas wells in an economical and efficient manner. In early 2016, we introduced another new resin coated product, InnoProp
®
PLT, which is a curable low-temperature product and can be used without an activator in oil and gas wells that have bottom-hole static temperatures down to 70°F.
|
•
|
Increase our presence and product offering in industrial and specialty products end markets.
Our research and business development teams work in tandem with our customers to develop new products, which we expect will either increase our presence and market share in certain industrial and specialty products end markets or allow us to enter new markets. We manage a robust pipeline of new products in various stages of development. Some of these products have already come to market, resulting in a positive impact on our financial results. We continue to work toward offering more value-added industrial and specialty products that will enhance the profitability of the business.
|
•
|
Optimize product mix and further develop value-added capabilities to maximize margins.
We continue to actively manage our product mix at each of our plants to ensure we maximize our profit margins. This requires us to use our proprietary expertise in balancing key variables, such as mine geology, processing capacities, transportation availability, customer requirements and pricing. We expect to continue investing in ways to increase the value we provide to our customers by expanding our product offerings, improving our supply chain management, upgrading our information technology, and creating a world class customer service model.
|
•
|
Expand our supply chain network and leverage our logistics capabilities to meet our customers’ needs in each strategic oil and gas basin.
We continue to expand our transload network to ensure product is available to meet the in-basin needs of our customers. This approach allows us to provide strong customer service and puts us in a position to take advantage of opportunistic spot market sales. Our plant sites are strategically located to provide access to key Class I railroads, which enables us to cost effectively send product to each of the strategic basins in North America. We can ship product by truck, barge and rail with an ability to connect to short-line railroads as necessary to meet our customers’ evolving in-basin product needs. We believe that our supply chain network and
|
•
|
Evaluate both Greenfield and Brownfield expansion opportunities and other acquisitions.
We expect to continue leveraging our reputation, processing capabilities and infrastructure to increase production, as well as explore other opportunities to expand our reserve base. We may accomplish this by developing Greenfield projects, where we can capitalize on our technical knowledge of geology, mining and processing and our strong reputation within local communities. We are continuing to consider pursuing acquisitions to grow by taking advantage of our asset footprint, our management’s experience with high-growth businesses, and our strong customer relationships. Our primary objective is to acquire assets with differing levels of frac sand qualities that are complementary to our Oil & Gas Proppants segment, with a focus on mining, processing and logistics to further enhance our market presence. We prioritize acquisitions that provide opportunities to realize synergies (and, in some cases, the acquisition may be accretive assuming synergies), including entering new geographic and frac sand product markets, acquiring attractive customer contracts and improving operations. We are in active discussions to acquire assets fitting this strategy, which, if completed, would be “significant” under Regulation S-X and could require additional sources of financing. There can be no assurance that we will reach a definitive agreement and complete any of these potential transactions. See the risk factors disclosed in Item 1A of Part I of our 2015 Annual Report, including the risk factor entitled, “If we cannot successfully complete acquisitions or integrate acquired businesses, our growth may be limited and our financial condition may be adversely affected.”
|
•
|
Maintain financial strength and flexibility
.
We intend to maintain financial strength and flexibility to enable us to better manage through the oil and gas proppant industry downturn and pursue acquisitions and new growth opportunities as they arise. In March 2016, we completed a public offering of 10,000,000 shares of our common stock for total cash proceeds of approximately
$186.2 million
net of underwriting discounts and offering costs. As of
March 31, 2016
, we had
$463.4 million
of cash on hand,
$6.8 million
in short-term investments and
$46.7 million
of availability under our Revolver.
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(amounts in thousands)
|
||||||
Net income (loss)
|
$
|
(10,660
|
)
|
|
$
|
14,823
|
|
Total interest expense, net of interest income
|
6,370
|
|
|
6,940
|
|
||
Provision for taxes
|
(8,493
|
)
|
|
3,453
|
|
||
Total depreciation, depletion and amortization expenses
|
14,556
|
|
|
13,243
|
|
||
EBITDA
|
1,773
|
|
|
38,459
|
|
||
Non-cash incentive compensation
(1)
|
1,906
|
|
|
2,090
|
|
||
Post-employment expenses (excluding service costs)
(2)
|
765
|
|
|
868
|
|
||
Business development related expenses
(3)
|
107
|
|
|
8,328
|
|
||
Other adjustments allowable under our existing credit agreement
(4)
|
701
|
|
|
1,538
|
|
||
Adjusted EBITDA
|
$
|
5,252
|
|
|
$
|
51,283
|
|
|
|
|
(1)
|
Reflects equity-based compensation expense.
|
|
(2)
|
Includes net pension cost and net post-retirement cost relating to pension and other post-retirement benefit obligations during the applicable period, but in each case excluding the service cost relating to benefits earned during such period. See Note L - Pension and Post-retirement Benefits to our Financial Statements in Part 1, Item 1 of this Quarterly Report on Form 10-Q.
|
|
(3)
|
Reflects expenses related to business development activities in connection with our growth and expansion initiatives.
|
|
(4)
|
Reflects miscellaneous adjustments permitted under our existing credit agreement, including such items as restructuring costs. The 2016 amount includes a gain on insurance settlement of $1.5 million and restructuring costs of $2.2 million for actions that will provide future cost savings.
|
(amounts in thousands except per ton data)
|
Three Months Ended
March 31, |
|
Amount Change
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
'16 vs. '15
|
|
'16 vs. '15
|
|||||||
Sales:
|
|
|
|
|
|
|
|
|||||||
Oil & Gas Proppants
|
$
|
73,865
|
|
|
$
|
148,753
|
|
|
$
|
(74,888
|
)
|
|
(50
|
)%
|
Industrial & Specialty Products
|
48,645
|
|
|
55,205
|
|
|
(6,560
|
)
|
|
(12
|
)%
|
|||
Total Sales
|
$
|
122,510
|
|
|
$
|
203,958
|
|
|
$
|
(81,448
|
)
|
|
(40
|
)%
|
Tons:
|
|
|
|
|
|
|
|
|||||||
Oil & Gas Proppants
|
1,411
|
|
|
1,688
|
|
|
(277
|
)
|
|
(16
|
)%
|
|||
Industrial & Specialty Products
|
862
|
|
|
983
|
|
|
(121
|
)
|
|
(12
|
)%
|
|||
Total Tons
|
2,273
|
|
|
2,671
|
|
|
(398
|
)
|
|
(15
|
)%
|
|||
Average Selling Price per Ton:
|
|
|
|
|
|
|
|
|||||||
Oil & Gas Proppants
|
$
|
52.35
|
|
|
$
|
88.12
|
|
|
$
|
(35.77
|
)
|
|
(41
|
)%
|
Industrial & Specialty Products
|
56.43
|
|
|
56.16
|
|
|
0.27
|
|
|
—
|
%
|
|||
Overall Average Selling Price per Ton:
|
$
|
53.90
|
|
|
$
|
76.36
|
|
|
$
|
(22.46
|
)
|
|
(29
|
)%
|
•
|
Business development-related expense decreased by
$8.2 million
to
$0.1 million
for the three months ended
March 31, 2016
compared to
$8.3 million
for the three months ended
March 31, 2015
, primarily due to expenses related to an unfavorable arbitration ruling during the three months ended
March 31, 2015
. See Note J - Commitments and Contingencies of our Financial Statements for more information about this arbitration ruling.
|
•
|
Compensation-related expense decreased by
$2.8 million
for the three months ended
March 31, 2016
compared to
2015
, driven by lower employee headcount.
|
•
|
Bad debt expense stayed consistent at $0.2 million for both the three months ended
March 31, 2016
and the three months ended
March 31, 2015
.
|
|
Three Months Ended
March 31, |
|
Percent
Change
|
|||||||
|
2016
|
|
2015
|
|
’16 vs. ‘15
|
|||||
Net cash provided by (used in):
|
|
|
|
|
|
|||||
Operating activities
|
$
|
(3,754
|
)
|
|
$
|
19,784
|
|
|
(119
|
)%
|
Investing activities
|
9,010
|
|
|
(13,305
|
)
|
|
(168
|
)%
|
||
Financing activities
|
181,062
|
|
|
(23,746
|
)
|
|
(862
|
)%
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
|
Maturity
Date
|
|
Contract/Notional
Amount
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Contract/Notional
Amount
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Interest rate cap agreement
(1)
|
2016
|
|
$252 million
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$252 million
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
(1)
|
Agreements limit the LIBOR floating interest rate base to 4%.
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
Total Number of
Shares
Purchased
|
|
Average Price
Paid Per
Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
(1)
|
|
Maximum Dollar Value of
Shares that May Yet
Be Purchased Under
the Program
(1)
|
||||||
February 2016
|
|
12,707
|
|
(2)
|
$
|
15.84
|
|
|
—
|
|
|
|
||
March 2016
|
|
13,554
|
|
(2)
|
$
|
20.97
|
|
|
—
|
|
|
|
||
Total
|
|
26,261
|
|
|
$
|
18.41
|
|
|
—
|
|
|
$
|
33,173,725
|
|
|
|
|
(1)
|
A program covering the repurchase of up to $25.0 million of our common stock was initially announced in June 2012 and was increased to $50.0 million in December 2014. This program expires on December 11, 2016.
|
|
(2)
|
Represents shares withheld by U.S. Silica to pay taxes due upon the vesting of employee restricted stock and restricted stock units.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
•
|
fluctuations in demand for commercial silica;
|
•
|
the cyclical nature of our customers’ businesses;
|
•
|
operating risks that are beyond our control, such as changes in the price and availability of transportation, natural gas or electricity; unusual or unexpected geological formations or pressures; cave-ins, pit wall failures or rock falls; or unanticipated ground, grade or water conditions;
|
•
|
our dependence on three of our plants for a significant portion of our sales;
|
•
|
the level of activity in the natural gas and oil industries;
|
•
|
decreased demand for frac sand or the development of either effective alternative proppants or new processes to replace hydraulic fracturing;
|
•
|
federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing and the potential for related regulatory action or litigation affecting our customers’ operations;
|
•
|
our rights and ability to mine our properties and our renewal or receipt of the required permits and approvals from governmental authorities and other third parties;
|
•
|
our ability to implement our capacity expansion plans within our current timetable and budget and our ability to secure demand for our increased production capacity, and the actual operating costs once we have completed the capacity expansion;
|
•
|
our ability to succeed in competitive markets;
|
•
|
loss of, or reduction in, business from our largest customers;
|
•
|
increasing costs or a lack of dependability or availability of transportation services and transload network access infrastructure;
|
•
|
increases in the prices of, or interruptions in the supply of, natural gas and electricity, or any other energy sources;
|
•
|
increases in the price of diesel fuel;
|
•
|
diminished access to water;
|
•
|
our ability to successfully complete acquisitions or integrate acquired businesses;
|
•
|
our ability to make capital expenditures to maintain, develop and increase our asset base and our ability to obtain needed capital or financing on satisfactory terms;
|
•
|
our substantial indebtedness and pension obligations;
|
•
|
restrictions imposed by our indebtedness on our current and future operations;
|
•
|
contractual obligations that require us to deliver minimum amounts of frac sand or purchase minimum amounts of services;
|
•
|
the accuracy of our estimates of mineral reserves and resource deposits;
|
•
|
a shortage of skilled labor and rising costs in the mining industry;
|
•
|
our ability to attract and retain key personnel;
|
•
|
our ability to maintain satisfactory labor relations;
|
•
|
our reliance on trade secrets and contractual restrictions, rather than patents, to protect our proprietary rights;
|
•
|
our significant unfunded pension obligations and post-retirement health care liabilities;
|
•
|
our ability to maintain effective quality control systems at our mining, processing and production facilities;
|
•
|
seasonal and severe weather conditions;
|
•
|
fluctuations in our sales and results of operations due to seasonality and other factors;
|
•
|
interruptions or failures in our information technology systems;
|
•
|
the impact of a terrorist attack or armed conflict;
|
•
|
extensive and evolving environmental, mining, health and safety, licensing, reclamation and other regulation (and changes in their enforcement or interpretation);
|
•
|
silica-related health issues and corresponding litigation;
|
•
|
our ability to acquire, maintain or renew financial assurances related to the reclamation and restoration of mining property; and
|
•
|
other factors included and disclosed in Part I, Item 1A, “Risk Factors” of our
2015
Annual Report.
|
ITEM 6.
|
EXHIBITS
|
|
U.S. Silica Holdings, Inc.
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||
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||
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/s/ DONALD A. MERRIL
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||
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Name:
|
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Donald A. Merril
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Title:
|
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Chief Financial Officer
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|
Incorporated by Reference
|
||||||
Exhibit
Number
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
3.1
|
Second Amended and Restated Certificate of Incorporation of U.S. Silica Holdings, Inc., effective January 31, 2012.
|
|
8-K
|
|
001-35416
|
|
3.1
|
|
February 6, 2012
|
3.2
|
Certificate of Change of Registered Agent and/or Registered Office
|
|
8-K
|
|
001-35416
|
|
3.1
|
|
May 11, 2015
|
3.3
|
Second Amended and Restated Bylaws of U.S. Silica Holdings, Inc., effective January 31, 2012.
|
|
8-K
|
|
001-35416
|
|
3.2
|
|
February 6, 2012
|
4.1
|
Specimen Common Stock Certificate.
|
|
S-1/A
|
|
333-175636
|
|
4.1
|
|
December 7, 2011
|
10.1
|
Change in Control Severance Plan of U.S. Silica Holdings, Inc.
|
|
8-K
|
|
001-35416
|
|
10.1
|
|
February 23, 2016
|
10.2
|
Amendment to Employment Agreement by and between U.S. Silica Holdings, Inc. and Bryan Shinn.
|
|
8-K
|
|
001-35416
|
|
10.2
|
|
February 23, 2016
|
10.3
|
Omnibus Amendment to Award Agreements.
|
|
8-K
|
|
001-35416
|
|
10.3
|
|
February 23, 2016
|
10.4*
|
Form of Performance Share Unit Agreement (TSR metric).
|
|
|
|
|
|
|
|
|
31.1*
|
Rule 13a-14(a)/15(d)-14(a) Certification by Bryan A. Shinn, Chief Executive Officer.
|
|
|
|
|
|
|
|
|
31.2*
|
Rule 13a-14(a)/15(d)-14(a) Certification by Donald A. Merril, Chief Financial Officer.
|
|
|
|
|
|
|
|
|
32.1*
|
Section 1350 Certification by Bryan A. Shinn, Chief Executive Officer.
|
|
|
|
|
|
|
|
|
32.2*
|
Section 1350 Certification by Donald A. Merril, Chief Financial Officer.
|
|
|
|
|
|
|
|
|
95.1*
|
Mine Safety Disclosure
|
|
|
|
|
|
|
|
|
99.1*
|
Consent of PropTester, Inc.
|
|
|
|
|
|
|
|
|
101*
|
101.INS XBRL Instance
|
|
|
|
|
|
|
|
|
|
101.SCH XBRL Taxonomy Extension Schema
|
|
|
|
|
|
|
|
|
|
101.CAL XBRL Taxonomy Extension Calculation
|
|
|
|
|
|
|
|
|
|
101.LAB XBRL Taxonomy Extension Labels
|
|
|
|
|
|
|
|
|
|
101.PRE XBRL Taxonomy Extension Presentation
|
|
|
|
|
|
|
|
|
|
101.DEF XBRL Taxonomy Extension Definition
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Filed herewith
|
TSR Ranking
January 1, 2016 through December 31, 2018
|
Number of PSUs Vested as Percentage
of Target
|
Less Than 30th percentile
|
0%
|
30th percentile
|
50% (Threshold)
|
50th percentile
|
100%
|
75th percentile
|
150%
|
Equal to or Greater Than 90th percentile
|
200% (Maximum)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of U.S. Silica Holdings, Inc. (the “Company”) for the quarter ended March 31, 2016;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ B
RYAN
A. S
HINN
|
|
Name: Bryan A. Shinn
|
|
Title: Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of U.S. Silica Holdings, Inc. (the “Company”) for the quarter ended March 31, 2016;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ D
ONALD
A. M
ERRIL
|
|
Name: Donald A. Merril
|
|
Title: Chief Financial Officer
|
|
i.
|
The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
ii.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ B
RYAN
A. S
HINN
|
|
Name: Bryan A. Shinn
|
|
Title: Chief Executive Officer
|
|
i.
|
The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
ii.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ D
ONALD
A. M
ERRIL
|
|
Name: Donald A. Merril
|
|
Title: Chief Financial Officer
|
•
|
Section 104 S&S Citations:
Citations received from MSHA under section 104 of the Mine Act for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard.
|
•
|
Section 104(b) Orders:
Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.
|
•
|
Section 104(d) Citations and Orders:
Citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.
|
•
|
Section 110(b)(2) Violations:
Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.
|
•
|
Section 107(a) Orders:
Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed.
|
Mine
(1)
|
Section 104
S&S
Citations
(#)
|
|
Section
104(b)
Orders
(#)
|
|
Section
104(d)
Citations
and Orders
(#)
|
|
Section
110(b)(2)
Violations
(#)
|
|
Section
107(a)
Orders
(#)
|
|
Proposed
Assessments
(2)
($, amounts
in dollars)
|
|
Mining
Related
Fatalities
(#)
|
||||||||
Ottawa, IL
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Mill Creek, OK
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Pacific, MO
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
Berkeley Springs, WV
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285
|
|
|
—
|
|
|
Mapleton Depot, PA
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Kosse, TX
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Mauricetown, NJ
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
Columbia, SC
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Montpelier, VA
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Rockwood, MI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
|
—
|
|
|
Jackson, TN
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Dubberly, LA
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
Hurtsboro, AL
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Sparta, WI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Voca, TX
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Peru, IL
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
Utica, IL
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
The definition of mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools and minerals preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine. MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities such as preparation facilities. We are providing the information in the table by mine rather than MSHA identification number because that is how we manage and operate our mining business and we believe this presentation will be more useful to investors than providing information based on MSHA identification numbers.
|
(2)
|
Represents the total dollar value of proposed assessments from MSHA under the Mine Act relating to any type of citation or order issued during the quarter ended
March 31, 2016
.
|
PROPTESTER, INC.
|
||||
|
|
|
|
|
By:
|
|
/s/ Ian Renkes
|
|
|
|
|
Name:
|
|
Ian Renkes
|
|
|
Title:
|
|
VP of Operations
|