We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Emerge Energy Services LP Common Units Representing Limited Partner Interests | NYSE:EMES | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.2099 | 0.00 | 01:00:00 |
|
|
Delaware
|
|
90-0832937
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
6000 Western Place, Suite 465, Fort Worth, Texas 76107
|
|
(817) 618-4020
|
(Address of principal executive offices)
|
|
(Registrant’s telephone number, including area code)
|
Title of Each Class
|
|
Name of Each Exchange On Which Registered
|
Common Units Representing Limited Partner Interests
|
|
New York Stock Exchange
|
|
Large-Accelerated Filer
o
|
|
Accelerated Filer
x
|
Non-Accelerated Filer
o
|
|
Smaller Reporting Company
o
|
|
|
Emerging growth company
o
|
|
|
|
Page
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
failure to secure or maintain contracts with our largest customers, or non-performance of any of those customers under the applicable contract;
|
•
|
competitive conditions in our industry;
|
•
|
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 sell;
|
•
|
the price at which we are able to sell frac sand;
|
•
|
changes in the long-term supply of and demand for oil and natural gas;
|
•
|
volatility of fuel prices;
|
•
|
unanticipated ground, grade or water conditions at our sand mines;
|
•
|
actions taken by our customers, competitors and third-party operators;
|
•
|
our ability to complete growth projects on time and on budget;
|
•
|
our ability to realize the expected benefits from recent acquisitions;
|
•
|
increasing costs and minimum contractual obligations relating to our transportation services and infrastructure;
|
•
|
inclement or hazardous weather conditions, including flooding, and the physical impacts of climate change;
|
•
|
environmental hazards;
|
•
|
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;
|
•
|
inability to acquire or maintain necessary permits or 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;
|
•
|
labor disputes and disputes with our excavation contractor;
|
•
|
late delivery of supplies;
|
•
|
difficulty collecting receivables;
|
•
|
inability of our customers to take delivery of our products;
|
•
|
changes in the price and availability of transportation;
|
•
|
fires, explosions or other accidents;
|
•
|
pit wall failures or rock falls;
|
•
|
the effects of future litigation; and
|
•
|
other factors discussed in this Quarterly Report on Form 10-Q and the detailed factors discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2016
.
|
|
June 30, 2017
|
|
December 31, 2016
|
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
189
|
|
|
$
|
4
|
|
|
Trade and other receivables, net
|
42,539
|
|
|
25,103
|
|
|
||
Inventories
|
21,273
|
|
|
17,457
|
|
|
||
Prepaid expenses and other current assets
|
6,970
|
|
|
11,374
|
|
|
||
Total current assets
|
70,971
|
|
|
53,938
|
|
|
||
|
|
|
|
|
||||
Property, plant and equipment, net
|
181,445
|
|
|
165,484
|
|
|
||
Intangible assets, net
|
3,223
|
|
|
4,781
|
|
|
||
Other assets, net
|
25,209
|
|
|
25,330
|
|
|
||
Non-current assets held for sale
|
202
|
|
|
371
|
|
|
||
Total assets
|
$
|
281,050
|
|
|
$
|
249,904
|
|
|
|
|
|
|
|
||||
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
$
|
25,599
|
|
|
$
|
11,221
|
|
|
Accrued liabilities
|
13,976
|
|
|
11,629
|
|
|
||
Total current liabilities
|
39,575
|
|
|
22,850
|
|
|
||
|
|
|
|
|
||||
Long-term debt, net of current portion
|
168,690
|
|
|
134,012
|
|
|
||
Business acquisition obligation, net of current portion
|
6,303
|
|
|
8,063
|
|
|
||
Other long-term liabilities
|
28,680
|
|
|
30,323
|
|
|
||
Total liabilities
|
243,248
|
|
|
195,248
|
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
Preferred units - Series A - Par value of $1,000: 0 units and 10,000 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
|
—
|
|
|
6,914
|
|
|
||
Partners’ equity:
|
|
|
|
|
||||
General partner
|
—
|
|
|
—
|
|
|
||
Limited partner common units - 30,147,725 units and 29,076,456 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
|
37,802
|
|
|
47,742
|
|
|
||
Total partners’ equity
|
37,802
|
|
|
47,742
|
|
|
||
Total liabilities and partners’ equity
|
$
|
281,050
|
|
|
$
|
249,904
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
Revenues
|
$
|
82,602
|
|
|
$
|
24,825
|
|
|
$
|
157,946
|
|
|
$
|
54,495
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of goods sold (excluding depreciation, depletion and amortization)
|
71,428
|
|
|
38,354
|
|
|
143,739
|
|
|
82,144
|
|
|
||||
Depreciation, depletion and amortization
|
5,675
|
|
|
4,870
|
|
|
10,331
|
|
|
9,777
|
|
|
||||
Selling, general and administrative expenses
|
6,850
|
|
|
4,459
|
|
|
12,728
|
|
|
11,234
|
|
|
||||
Contract and project terminations
|
—
|
|
|
10
|
|
|
—
|
|
|
4,036
|
|
|
||||
Total operating expenses
|
83,953
|
|
|
47,693
|
|
|
166,798
|
|
|
107,191
|
|
|
||||
Operating income (loss)
|
(1,351
|
)
|
|
(22,868
|
)
|
|
(8,852
|
)
|
|
(52,696
|
)
|
|
||||
Other expense (income):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
5,082
|
|
|
5,283
|
|
|
8,280
|
|
|
9,877
|
|
|
||||
Other
|
(3,008
|
)
|
|
(2
|
)
|
|
(2,317
|
)
|
|
(3
|
)
|
|
||||
Total other expense
|
2,074
|
|
|
5,281
|
|
|
5,963
|
|
|
9,874
|
|
|
||||
Income (loss) from continuing operations before provision for income taxes
|
(3,425
|
)
|
|
(28,149
|
)
|
|
(14,815
|
)
|
|
(62,570
|
)
|
|
||||
Provision (benefit) for income taxes
|
—
|
|
|
1
|
|
|
—
|
|
|
21
|
|
|
||||
Net income (loss) from continuing operations
|
(3,425
|
)
|
|
(28,150
|
)
|
|
(14,815
|
)
|
|
(62,591
|
)
|
|
||||
Income (loss) from discontinued operations, net of taxes
|
(2,657
|
)
|
|
5,253
|
|
|
(2,657
|
)
|
|
5,479
|
|
|
||||
Net income (loss)
|
$
|
(6,082
|
)
|
|
$
|
(22,897
|
)
|
|
$
|
(17,472
|
)
|
|
$
|
(57,112
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted earnings (loss) per unit (1):
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common unit from continuing operations
|
$
|
(0.11
|
)
|
|
$
|
(1.17
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(2.59
|
)
|
|
Earnings (loss) per common unit from discontinued operations
|
(0.09
|
)
|
|
0.22
|
|
|
(0.09
|
)
|
|
0.23
|
|
|
||||
Basic and diluted earnings (loss) per common unit
|
$
|
(0.20
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(0.58
|
)
|
|
$
|
(2.36
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common units outstanding - basic and diluted (1)
|
30,147,725
|
|
|
24,129,418
|
|
|
30,104,613
|
|
|
24,125,320
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(1) See Note 9.
|
|
|
|
|
|
|
|
|
|
Limited Partner Common Units
|
|
General Partner
(non-economic interest) |
|
Total Partners’ Equity
|
|
Preferred Units
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
$
|
47,742
|
|
|
$
|
—
|
|
|
$
|
47,742
|
|
|
$
|
6,914
|
|
|
Net loss
|
(17,472
|
)
|
|
—
|
|
|
(17,472
|
)
|
|
—
|
|
|
||||
Equity-based compensation
|
677
|
|
|
—
|
|
|
677
|
|
|
—
|
|
|
||||
Conversion of preferred units
|
6,914
|
|
|
—
|
|
|
6,914
|
|
|
(6,914
|
)
|
|
||||
Other
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
||||
Balance at June 30, 2017
|
$
|
37,802
|
|
|
$
|
—
|
|
|
$
|
37,802
|
|
|
$
|
—
|
|
|
|
Six Months Ended June 30,
|
|
||||||
|
2017
|
|
2016
|
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
$
|
(17,472
|
)
|
|
$
|
(57,112
|
)
|
|
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
|
|
|
|
|
|
|
||
Depreciation, depletion and amortization
|
10,331
|
|
|
12,131
|
|
|
||
Equity-based compensation expense
|
677
|
|
|
136
|
|
|
||
Project and contract termination costs - non-cash portion
|
—
|
|
|
4,011
|
|
|
||
Unrealized gain on fair value of warrant
|
(2,312
|
)
|
|
—
|
|
|
||
Write-down of escrow receivable
|
2,657
|
|
|
—
|
|
|
||
Provision for doubtful accounts
|
—
|
|
|
1,746
|
|
|
||
Loss (gain) on disposal of assets
|
79
|
|
|
76
|
|
|
||
Amortization of debt discount/premium and deferred financing costs
|
1,835
|
|
|
1,506
|
|
|
||
Write-down of inventory
|
—
|
|
|
5,394
|
|
|
||
Unrealized (gain) loss on derivative instruments
|
(214
|
)
|
|
665
|
|
|
||
Other non-cash
|
58
|
|
|
59
|
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
(17,437
|
)
|
|
6,845
|
|
|
||
Inventories
|
(3,816
|
)
|
|
8,135
|
|
|
||
Prepaid expenses and other current assets
|
1,748
|
|
|
1,643
|
|
|
||
Accounts payable and accrued liabilities
|
16,573
|
|
|
1,560
|
|
|
||
Other assets
|
120
|
|
|
173
|
|
|
||
Cash flows from operating activities:
|
(7,173
|
)
|
|
(13,032
|
)
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
(3,403
|
)
|
|
(11,010
|
)
|
|
||
Net proceeds from disposal of assets
|
211
|
|
|
(9
|
)
|
|
||
Asset acquisition
|
(20,430
|
)
|
|
—
|
|
|
||
Collection of notes receivable
|
—
|
|
|
7
|
|
|
||
Cash flows from investing activities:
|
(23,622
|
)
|
|
(11,012
|
)
|
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from line of credit borrowings
|
154,820
|
|
|
141,345
|
|
|
||
Proceeds from second lien term loan
|
39,597
|
|
|
—
|
|
|
||
Repayment of line of credit borrowings
|
(158,593
|
)
|
|
(130,451
|
)
|
|
||
Payment of business acquisition obligation
|
(1,799
|
)
|
|
(382
|
)
|
|
||
Payment of financing costs
|
(2,982
|
)
|
|
(4,177
|
)
|
|
||
Other financing activities
|
(63
|
)
|
|
(3
|
)
|
|
||
Cash flows from financing activities:
|
30,980
|
|
|
6,332
|
|
|
||
|
|
|
|
|
||||
Cash and cash equivalents:
|
|
|
|
|
||||
Net increase (decrease)
|
185
|
|
|
(17,712
|
)
|
|
||
Balance at beginning of period
|
4
|
|
|
20,870
|
|
|
||
Balance at end of period
|
$
|
189
|
|
|
$
|
3,158
|
|
|
•
|
Interest on the revolver was allocated to the discontinued operations based on the allocation of debt between Sand and Fuel business.
|
•
|
Equity-based compensation costs recognized for the Fuel business employees were allocated to discontinued operations.
|
•
|
The taxes paid on behalf of the Fuel business were compiled by review of prior tax filings and payments. These amounts were allocated to discontinued operations.
|
•
|
General corporate overhead costs were not allocated to discontinued operations.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
($ in thousands)
|
|
||||||||||||||
Revenues (1)
|
$
|
—
|
|
|
$
|
101,982
|
|
|
$
|
—
|
|
|
$
|
182,463
|
|
|
Cost of goods sold (excluding depreciation, depletion and amortization) (1)
|
—
|
|
|
93,844
|
|
|
—
|
|
|
169,544
|
|
|
||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
2,354
|
|
|
||||
Selling, general and administrative expenses
|
—
|
|
|
2,194
|
|
|
—
|
|
|
3,792
|
|
|
||||
Interest expense, net
|
—
|
|
|
686
|
|
|
—
|
|
|
1,283
|
|
|
||||
Other expenses
|
2,657
|
|
|
—
|
|
|
2,657
|
|
|
—
|
|
|
||||
Income from discontinued operations before provision for income taxes
|
(2,657
|
)
|
|
5,258
|
|
|
(2,657
|
)
|
|
5,490
|
|
|
||||
Provision for income taxes
|
—
|
|
|
5
|
|
|
—
|
|
|
11
|
|
|
||||
Income from discontinued operations, net of taxes
|
$
|
(2,657
|
)
|
|
$
|
5,253
|
|
|
$
|
(2,657
|
)
|
|
$
|
5,479
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(1) Fuel revenues and cost of goods sold include excise taxes and similar taxes:
|
$
|
—
|
|
|
$
|
13,405
|
|
|
$
|
—
|
|
|
$
|
26,488
|
|
|
•
|
$7 million
of the sales price was withheld as a general escrow associated with certain indemnification obligations. Any unutilized escrow balance, plus any accrued interest thereon, will be paid
54 months
from the closing date.
|
•
|
$4 million
of the sales price was withheld as a hydrotreater escrow to satisfy any cost overruns of the Birmingham hydrotreater completion. In June 2017, we wrote off a
$2.5 million
of this receivable relating to hydrotreator completion delays and cost overruns. This non-cash charge is included in Other expenses in our results of discontinued operations. Any unutilized escrow balance, along with any accrued interest thereon, will be paid
60 days
after the substantial completion of the Birmingham hydrotreater.
|
•
|
$2.25 million
of the sales price was withheld as the Renewable Fuel Standard escrow account. The entire amount, along with interest thereon, was collected in April 2017.
|
•
|
$1 million
of the sales price was withheld as a pipeline escrow account. As of
June 30, 2017
, we estimated our receivable at
$850,000
. This non-cash charge is included in Other expenses in our results of discontinued operations Any unutilized escrow balance, along with any accrued interest thereon, will be released with the general escrow.
|
Purchase price
|
$
|
167,736
|
|
|
Adjustments:
|
|
|
||
Working capital true-up
|
3,398
|
|
|
|
Other adjustments
|
(2,911
|
)
|
|
|
General escrow
|
(7,000
|
)
|
|
|
Hydrotreater escrow
|
(4,000
|
)
|
|
|
Other escrow
|
(3,250
|
)
|
|
|
Net proceeds
|
153,973
|
|
|
|
Less:
|
|
|
||
Net book value of assets and liabilities sold
|
(125,317
|
)
|
|
|
Escrow receivable
|
10,597
|
|
|
|
Transaction costs including commissions
|
(7,679
|
)
|
|
|
Other receivables
|
125
|
|
|
|
Gain on sale of Fuel business
|
$
|
31,699
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Sand finished goods
|
$
|
11,777
|
|
|
$
|
9,631
|
|
|
Sand work in process
|
9,220
|
|
|
7,597
|
|
|
||
Sand raw materials and supplies
|
276
|
|
|
229
|
|
|
||
Total
|
$
|
21,273
|
|
|
$
|
17,457
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Prepaid lease assets, current
|
$
|
2,577
|
|
|
$
|
3,408
|
|
|
Prepaid insurance
|
968
|
|
|
826
|
|
|
||
Escrow receivable, current
|
468
|
|
|
5,253
|
|
|
||
Other
|
2,957
|
|
|
1,887
|
|
|
||
Total
|
$
|
6,970
|
|
|
$
|
11,374
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Machinery and equipment (1)
|
$
|
92,849
|
|
|
$
|
90,035
|
|
|
Buildings and improvements (1)
|
66,190
|
|
|
66,190
|
|
|
||
Land and improvements (1)
|
45,567
|
|
|
45,065
|
|
|
||
Mineral reserves
|
49,091
|
|
|
30,181
|
|
|
||
Construction in progress
|
4,272
|
|
|
1,878
|
|
|
||
Capitalized reclamation costs
|
2,521
|
|
|
2,445
|
|
|
||
Total cost
|
260,490
|
|
|
235,794
|
|
|
||
Accumulated depreciation and depletion
|
79,045
|
|
|
70,310
|
|
|
||
Net property, plant and equipment
|
$
|
181,445
|
|
|
$
|
165,484
|
|
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
||||||
|
|
|
|
|
|
|
||||||
|
($ in thousands)
|
|
||||||||||
June 30, 2017:
|
|
|
|
|
|
|
||||||
Patents
|
$
|
7,443
|
|
|
$
|
4,691
|
|
|
$
|
2,752
|
|
|
Supply and transportation agreements
|
569
|
|
|
169
|
|
|
400
|
|
|
|||
Non-compete agreement
|
100
|
|
|
29
|
|
|
71
|
|
|
|||
Total
|
$
|
8,112
|
|
|
$
|
4,889
|
|
|
$
|
3,223
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2016:
|
|
|
|
|
|
|
||||||
Patents
|
$
|
7,443
|
|
|
$
|
3,195
|
|
|
$
|
4,248
|
|
|
Supply and transportation agreements
|
569
|
|
|
112
|
|
|
457
|
|
|
|||
Non-compete agreement
|
100
|
|
|
24
|
|
|
76
|
|
|
|||
Total
|
$
|
8,112
|
|
|
$
|
3,331
|
|
|
$
|
4,781
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Deferred lease asset (1)
|
$
|
8,801
|
|
|
$
|
8,826
|
|
|
Prepaid lease assets, net of current portion (2)
|
8,450
|
|
|
8,616
|
|
|
||
Escrow receivable, non-current (3)
|
5,510
|
|
|
5,459
|
|
|
||
Other
|
2,448
|
|
|
2,429
|
|
|
||
Total
|
$
|
25,209
|
|
|
$
|
25,330
|
|
|
(1)
|
During 2016, we completed negotiations with various railcar lessors pursuant to which we terminated future orders of railcars, deferred future railcar deliveries and reduced and deferred payments on existing leases. The cost of deferring future railcar deliveries was recorded as a deferred lease asset. This asset will be amortized over the terms of the associated leases as those railcars enter service.
|
(2)
|
The cost to transport leased railcars from the manufacturer to our site for initial placement in service is capitalized and amortized over the term of the lease (typically
five
to
seven
years). This balance reflects the non-current portion of these capitalized costs.
|
(3)
|
Non-current receivables are recorded at net present value of estimated recoveries and will be adjusted as contingencies are resolved. See Note 3 - Discontinued Operations.
|
|
June 30, 2017
|
|
December 31, 2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Sand purchases and royalties
|
$
|
3,430
|
|
|
$
|
517
|
|
|
Fuel sale related-liabilities
|
2,474
|
|
|
2,784
|
|
|
||
Salaries and other employee-related
|
2,250
|
|
|
710
|
|
|
||
Current portion of business acquisition obligations
|
1,666
|
|
|
1,703
|
|
|
||
Deferred compensation
|
848
|
|
|
848
|
|
|
||
Sales, excise, property and income taxes
|
730
|
|
|
136
|
|
|
||
Accrued interest
|
430
|
|
|
641
|
|
|
||
Current portion of contract termination
|
210
|
|
|
160
|
|
|
||
Logistics
|
204
|
|
|
1,814
|
|
|
||
Other
|
1,734
|
|
|
2,316
|
|
|
||
Total
|
$
|
13,976
|
|
|
$
|
11,629
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Long-term promissory note
|
$
|
8,914
|
|
|
$
|
8,480
|
|
|
Deferred lease obligation (1)
|
6,992
|
|
|
5,858
|
|
|
||
Contract and project terminations
|
5,305
|
|
|
5,319
|
|
|
||
Stock warrants
|
4,707
|
|
|
7,019
|
|
|
||
Asset retirement obligation
|
2,762
|
|
|
2,647
|
|
|
||
Other
|
—
|
|
|
1,000
|
|
|
||
Total
|
$
|
28,680
|
|
|
$
|
30,323
|
|
|
(1)
|
We recognize lease expense for operating leases on a straight-line basis over the term of the lease, beginning on the date we take possession of the property. The difference between the cash paid to the lessor and the amount recognized as lease expense on a straight-line basis is included in deferred lease obligation.
|
|
June 30, 2017
|
|
December 31, 2016
|
|
||
Customer A
|
16
|
%
|
|
16
|
%
|
|
Customer B
|
14
|
%
|
|
22
|
%
|
|
Customer C
|
14
|
%
|
|
*
|
|
|
Customer D
|
12
|
%
|
|
13
|
%
|
|
|
June 30, 2017
|
|
June 30, 2016
|
|
||
Customer B
|
26
|
%
|
|
35
|
%
|
|
Customer D
|
16
|
%
|
|
*
|
|
|
Customer E
|
*
|
|
|
16
|
%
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Revolving credit facility
|
$
|
136,928
|
|
|
$
|
140,701
|
|
|
Second lien term loan
|
40,000
|
|
|
—
|
|
|
||
Less: Deferred financing costs, net
|
(8,238
|
)
|
|
(6,689
|
)
|
|
||
Total long-term debt
|
$
|
168,690
|
|
|
$
|
134,012
|
|
|
•
|
a covenant to maintain
$15 million
of excess availability (as defined in the Credit Agreement);
|
•
|
a covenant to limit capital expenditures (as defined in the Credit Agreement) to certain maximum amounts for each quarter through March 31, 2019;
|
•
|
beginning with the quarter ending June 30, 2017, a covenant to generate consolidated EBITDA (as defined in the Credit Agreement) in certain minimum amounts;
|
•
|
beginning with the quarter ending March 31, 2018, a covenant to maintain an interest coverage ratio (as defined in the Credit Agreement) of not less than
2.00
to 1.00, which is scheduled to increase to
3.00
to 1.00 for the fiscal quarter ending March 31, 2019; and
|
•
|
a covenant to raise at least
$31.2 million
of net proceeds from the issuance and sale of common equity by November 30, 2016, which was satisfied by our underwritten sale of common units which closed on November 23, 2016.
|
•
|
beginning with the fiscal quarter ending March 31, 2018, an interest coverage ratio of not less than
1.70
:1.00 increasing quarterly thereafter to
2.55
:1.00 for the fiscal quarter ending March 31, 2019 and thereafter;
|
•
|
beginning with the fiscal quarter ending June 30, 2017, a minimum EBITDA of not less than
$637,500
for such fiscal quarter, increasing quarterly to
$50 million
for the four fiscal quarter period ending June 30, 2019 and thereafter; and
|
•
|
minimum excess availability of at least
$12.75 million
so long as the Revolving Credit Agreement remains in effect.
|
|
Six Months Ended June 30,
|
|
||||||
|
2017
|
|
2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Wages and employee-related costs (1)
|
$
|
8,263
|
|
|
$
|
5,114
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Accounts receivable
|
$
|
—
|
|
|
$
|
371
|
|
|
Accounts payable and accrued liabilities
|
$
|
574
|
|
|
$
|
436
|
|
|
(1)
|
We do not have any employees. Our general partner manages our human resource assets, including fringe benefits and other employee-related charges. We routinely and regularly reimburse our general partner for any employee-related costs paid on our behalf, and report such costs as operating expenses.
|
|
Total
Units |
|
Phantom
Units |
|
Restricted
Units |
|
Fair Value per Unit
at Award Date |
|
|||||
Outstanding at December 31, 2016
|
289,607
|
|
|
213,851
|
|
|
75,756
|
|
|
$
|
13.09
|
|
|
Granted
|
54,791
|
|
|
31,750
|
|
|
23,041
|
|
|
$
|
12.76
|
|
|
Vested
|
(91,156
|
)
|
|
(15,400
|
)
|
|
(75,756
|
)
|
|
$
|
11.75
|
|
|
Forfeitures
|
(12,000
|
)
|
|
(12,000
|
)
|
|
—
|
|
|
$
|
—
|
|
|
Outstanding at June 30, 2017
|
241,242
|
|
|
218,201
|
|
|
23,041
|
|
|
$
|
13.30
|
|
|
|
Six Months Ended June 30,
|
|
||||||
|
2017
|
|
2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Texas margin tax
|
$
|
—
|
|
|
$
|
20
|
|
|
Canadian income tax
|
—
|
|
|
1
|
|
|
||
Total provision for income taxes
|
$
|
—
|
|
|
$
|
21
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
|
($ in thousands, except unit and per unit data)
|
|||||||||||||||
Net income (loss) from continuing operations
|
$
|
(3,425
|
)
|
|
$
|
(28,150
|
)
|
|
$
|
(14,815
|
)
|
|
$
|
(62,591
|
)
|
|
Net income (loss) from discontinued operations
|
(2,657
|
)
|
|
5,253
|
|
|
(2,657
|
)
|
|
5,479
|
|
|
||||
Net Income (loss)
|
$
|
(6,082
|
)
|
|
$
|
(22,897
|
)
|
|
$
|
(17,472
|
)
|
|
$
|
(57,112
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common units outstanding - basic and diluted
|
30,147,725
|
|
|
24,129,418
|
|
|
30,104,613
|
|
|
24,125,320
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings (loss) per unit:
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common unit from continuing operations
|
$
|
(0.11
|
)
|
|
$
|
(1.17
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(2.59
|
)
|
|
Earnings (loss) per common unit from discontinued operations
|
(0.09
|
)
|
|
0.22
|
|
|
(0.09
|
)
|
|
0.23
|
|
|
||||
Basic and diluted earnings (loss) per common unit
|
$
|
(0.20
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(0.58
|
)
|
|
$
|
(2.36
|
)
|
|
•
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
•
|
Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
|
•
|
Level 3 inputs are measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources.
|
Agreement Date
|
|
Effective Date
|
|
Maturity Date
|
|
Notional Amount
|
|
Fixed Rate
|
|
Variable Rate
|
|
Nov. 1, 2013
|
|
Oct. 14, 2014
|
|
Oct. 16, 2017
|
|
$25,000,000
|
|
1.33200%
|
|
1 Month LIBOR
|
|
Nov. 7, 2013
|
|
Oct. 14, 2014
|
|
Oct. 16, 2017
|
|
$25,000,000
|
|
1.25500%
|
|
1 Month LIBOR
|
|
Nov. 21, 2013
|
|
Oct. 14, 2014
|
|
Oct. 16, 2017
|
|
$20,000,000
|
|
1.21875%
|
|
1 Month LIBOR
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
Classification
|
|
||||
|
|
|
|
|
|
|
||||
|
($ in thousands)
|
|
|
|
||||||
Interest rate swaps
|
$
|
13
|
|
|
$
|
227
|
|
|
Accrued liabilities
|
|
Warrant liability
|
$
|
4,707
|
|
|
$
|
7,019
|
|
|
Other long-term liabilities
|
|
|
Six Months Ended June 30,
|
|
||||||
|
2017
|
|
2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Cash paid for interest
|
$
|
6,934
|
|
|
$
|
11,438
|
|
|
Cash paid for income taxes, net of refunds
|
$
|
15
|
|
|
$
|
(67
|
)
|
|
Purchases of PP&E accrued but not paid at period-end
|
$
|
1,115
|
|
|
$
|
180
|
|
|
Purchases of PP&E accrued in a prior period and paid in the current period
|
$
|
170
|
|
|
$
|
3,364
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
($ in thousands)
|
|
||||||||||||||
Revenues
|
$
|
82,602
|
|
|
$
|
24,825
|
|
|
$
|
157,946
|
|
|
$
|
54,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of goods sold (excluding depreciation, depletion and amortization)
|
71,428
|
|
|
38,354
|
|
|
143,739
|
|
|
82,144
|
|
|
||||
Depreciation, depletion and amortization
|
5,675
|
|
|
4,870
|
|
|
10,331
|
|
|
9,777
|
|
|
||||
Selling, general and administrative expenses
|
6,850
|
|
|
4,459
|
|
|
12,728
|
|
|
11,234
|
|
|
||||
Contract and project terminations
|
—
|
|
|
10
|
|
|
—
|
|
|
4,036
|
|
|
||||
Total operating expenses
|
83,953
|
|
|
47,693
|
|
|
166,798
|
|
|
107,191
|
|
|
||||
Operating income (loss)
|
(1,351
|
)
|
|
(22,868
|
)
|
|
(8,852
|
)
|
|
(52,696
|
)
|
|
||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
5,082
|
|
|
5,283
|
|
|
8,280
|
|
|
9,877
|
|
|
||||
Other
|
(3,008
|
)
|
|
(2
|
)
|
|
(2,317
|
)
|
|
(3
|
)
|
|
||||
Total other expense
|
2,074
|
|
|
5,281
|
|
|
5,963
|
|
|
9,874
|
|
|
||||
Income (loss) before provision for income taxes
|
(3,425
|
)
|
|
(28,149
|
)
|
|
(14,815
|
)
|
|
(62,570
|
)
|
|
||||
Provision (benefit) for income taxes
|
—
|
|
|
1
|
|
|
—
|
|
|
21
|
|
|
||||
Net income (loss) from continuing operations
|
(3,425
|
)
|
|
(28,150
|
)
|
|
(14,815
|
)
|
|
(62,591
|
)
|
|
||||
Income (loss) from discontinued operations, net of taxes
|
(2,657
|
)
|
|
5,253
|
|
|
(2,657
|
)
|
|
5,479
|
|
|
||||
Net income (loss)
|
$
|
(6,082
|
)
|
|
$
|
(22,897
|
)
|
|
$
|
(17,472
|
)
|
|
$
|
(57,112
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA (a)
|
$
|
7,534
|
|
|
$
|
(9,080
|
)
|
|
$
|
7,602
|
|
|
$
|
(18,593
|
)
|
|
•
|
We are minimizing the overall cost of sand sold by finding the lowest cost combinations of sand source, production location and transportation providers wherever possible.
|
•
|
We have negotiated, and continue to negotiate, price concessions and purchase commitment concessions from our major vendors, such as railcar lessors, rail transportation providers, mine operators, transload facilities operators, and professional services providers.
|
•
|
We have minimized our capital expenditures to include only those projects with the potential for rapid returns, and comply with our bank covenants that limit capital expenditures.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
($ in thousands)
|
|
||||||||||||||
Revenues
|
$
|
82,602
|
|
|
$
|
24,825
|
|
|
$
|
157,946
|
|
|
$
|
54,495
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of goods sold (excluding depreciation, depletion and amortization)
|
71,428
|
|
|
38,354
|
|
|
143,739
|
|
|
82,144
|
|
|
||||
Depreciation, depletion and amortization
|
5,675
|
|
|
4,870
|
|
|
10,331
|
|
|
9,777
|
|
|
||||
Selling, general and administrative expenses
|
6,850
|
|
|
4,459
|
|
|
12,728
|
|
|
11,234
|
|
|
||||
Contract and project terminations
|
—
|
|
|
10
|
|
|
—
|
|
|
4,036
|
|
|
||||
Operating income (loss)
|
$
|
(1,351
|
)
|
|
$
|
(22,868
|
)
|
|
$
|
(8,852
|
)
|
|
$
|
(52,696
|
)
|
|
Net income (loss) from continuing operations
|
$
|
(3,425
|
)
|
|
$
|
(28,150
|
)
|
|
$
|
(14,815
|
)
|
|
$
|
(62,591
|
)
|
|
Adjusted EBITDA (a)
|
$
|
7,534
|
|
|
$
|
(16,028
|
)
|
|
$
|
7,602
|
|
|
$
|
(29,010
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Volume of frac sand sold (tons in thousands)
|
1,284
|
|
|
392
|
|
|
2,529
|
|
|
815
|
|
|
||||
Volume of non - frac sand sold (tons in thousands)
|
108
|
|
|
7
|
|
|
114
|
|
|
23
|
|
|
||||
Total volume of sand sold (tons in thousands)
|
1,392
|
|
|
399
|
|
|
2,643
|
|
|
838
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Volume of frac sand produced by plant (tons in thousands) (b):
|
|
|
|
|
|
|
|
|
||||||||
Arland, Wisconsin facility
|
508
|
|
|
—
|
|
|
876
|
|
|
—
|
|
|
||||
Barron, Wisconsin facility
|
518
|
|
|
391
|
|
|
1,050
|
|
|
711
|
|
|
||||
New Auburn, Wisconsin facility
|
302
|
|
|
11
|
|
|
619
|
|
|
180
|
|
|
||||
Kosse, Texas facility
|
47
|
|
|
26
|
|
|
112
|
|
|
43
|
|
|
||||
Total volume of frac sand produced
|
1,375
|
|
|
428
|
|
|
2,657
|
|
|
934
|
|
|
•
|
$16.3 million increase in the total cost to acquire and produce wet and dry sand, due mainly to higher sales volumes;
|
•
|
$15.3 million increase in rail transportation-related expense, primarily due to:
|
•
|
$16.3 million increased rail shipping costs due to increased volumes sold in-basin; offset by
|
•
|
$0.8 million decreased rail lease expense; and
|
•
|
$0.2 million decreased railcar storage costs;
|
•
|
$1.4 million increase in costs of transload facilities.
|
•
|
$1.8 million increase in employee-related costs due to higher staffing and bonus accruals; and
|
•
|
$0.5 million increase in equity-based compensation expense.
|
•
|
$21.5 million increase in the total cost to acquire and produce wet and dry sand, due mainly to higher sales volumes, and higher production costs on a per ton basis due to costs incurred to start the wet plants back up from the winter months;
|
•
|
$31.9 million increase in rail transportation-related expense, primarily due to:
|
•
|
$35.4 million increased rail shipping costs due to increased volumes sold in-basin; offset by
|
•
|
$2.7 million decreased rail lease expense; and
|
•
|
$0.9 million decreased railcar storage costs;
|
•
|
$2.8 million increase in costs of transload facilities; and
|
•
|
$5.4 million write down of sand inventory in the first quarter of 2016 based on our lower of cost or market analysis. This write down is attributed to declining market conditions and a significant decline in prices.
|
•
|
$2.1 million increase in employee-related costs due to higher staffing and bonus accruals;
|
•
|
$0.6 million in increased equity-based compensation expense;
|
•
|
$0.4 million increase in outside professional services, offset by
|
•
|
$1.7 million decrease in bad debt expense.
|
•
|
a covenant to maintain $15 million of excess availability (as defined in the Credit Agreement);
|
•
|
a covenant to limit capital expenditures (as defined in the Credit Agreement) to certain maximum amounts for each quarter through March 31, 2019;
|
•
|
beginning with the quarter ending June 30, 2017, a covenant to generate consolidated EBITDA (as defined in the Credit Agreement) in certain minimum amounts;
|
•
|
beginning with the quarter ending March 31, 2018, a covenant to maintain an interest coverage ratio (as defined in the Credit Agreement) of not less than 2.00 to 1.00, which is scheduled to increase to 3.00 to 1.00 for the fiscal quarter ending March 31, 2019; and
|
•
|
a covenant to raise at least $31.2 million of net proceeds from the issuance and sale of common equity by November 30, 2016, which was satisfied by our underwritten sale of common units which closed on November 23, 2016.
|
•
|
beginning with the fiscal quarter ending March 31, 2018, an interest coverage ratio of not less than 1.70:1.00 increasing quarterly thereafter to 2.55:1.00 for the fiscal quarter ending March 31, 2019 and thereafter;
|
•
|
beginning with the fiscal quarter ending June 30, 2017, a minimum EBITDA of not less than
$637,500
for such fiscal quarter, increasing quarterly to
$50 million
for the four fiscal quarter period ending June 30, 2019 and thereafter; and
|
•
|
minimum excess availability of at least
$12.75 million
so long as the Revolving Credit Agreement remains in effect.
|
|
Six Months Ended June 30,
|
|
||||||
|
2017
|
|
2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Cash flows from operating activities
|
$
|
(7,173
|
)
|
|
$
|
(13,032
|
)
|
|
Cash flows from investing activities
|
$
|
(23,622
|
)
|
|
$
|
(11,012
|
)
|
|
Cash flows from financing activities
|
$
|
30,980
|
|
|
$
|
6,332
|
|
|
Cash and cash equivalents at beginning of period
|
$
|
4
|
|
|
$
|
20,870
|
|
|
Cash and cash equivalents at end of period
|
$
|
189
|
|
|
$
|
3,158
|
|
|
|
Six Months Ended June 30,
|
|
||||||
|
2017
|
|
2016
|
|
||||
|
|
|
|
|
||||
|
($ in thousands)
|
|
||||||
Net debt proceeds (payments)
|
$
|
35,824
|
|
|
$
|
10,894
|
|
|
Other
|
(4,844
|
)
|
|
(4,562
|
)
|
|
||
Total
|
$
|
30,980
|
|
|
$
|
6,332
|
|
|
•
|
our debt covenant compliance. Adjusted EBITDA is a key component of critical covenants to our Credit Agreement;
|
•
|
the financial performance of our assets without regard to the impact of financing methods, capital structure or historical cost basis of our assets;
|
•
|
the viability of capital expenditure projects and the overall rates of return on alternative investment opportunities;
|
•
|
our liquidity position and the ability of our assets to generate cash sufficient to make debt payments and to make distributions; and
|
•
|
our operating performance as compared to those of other companies in our industry without regard to the impact of financing methods and capital structure.
|
|
Continuing
|
|
Discontinued
|
|
Consolidated
|
|
||||||||||||||||||
|
|
|
||||||||||||||||||||||
|
Three Months Ended June 30,
|
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
($ in thousands)
|
|
||||||||||||||||||||||
Net income (loss)
|
$
|
(3,425
|
)
|
|
$
|
(28,150
|
)
|
|
$
|
(2,657
|
)
|
|
$
|
5,253
|
|
|
$
|
(6,082
|
)
|
|
$
|
(22,897
|
)
|
|
Interest expense, net
|
5,082
|
|
|
5,283
|
|
|
—
|
|
|
686
|
|
|
5,082
|
|
|
5,969
|
|
|
||||||
Depreciation, depletion and amortization
|
5,675
|
|
|
4,870
|
|
|
—
|
|
|
—
|
|
|
5,675
|
|
|
4,870
|
|
|
||||||
Provision for income taxes
|
—
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
6
|
|
|
||||||
EBITDA
|
7,332
|
|
|
(17,996
|
)
|
|
(2,657
|
)
|
|
5,944
|
|
|
4,675
|
|
|
(12,052
|
)
|
|
||||||
Equity-based compensation expense
|
330
|
|
|
(335
|
)
|
|
—
|
|
|
131
|
|
|
330
|
|
|
(204
|
)
|
|
||||||
Contract and project terminations
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
||||||
Reduction in escrow receivable
|
—
|
|
|
—
|
|
|
2,657
|
|
|
—
|
|
|
2,657
|
|
|
—
|
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
38
|
|
|
||||||
Accretion expense
|
29
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
30
|
|
|
||||||
Retirement of assets
|
66
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
66
|
|
|
67
|
|
|
||||||
Fuel division selling expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
679
|
|
|
—
|
|
|
679
|
|
|
||||||
Other state and local taxes
|
456
|
|
|
483
|
|
|
—
|
|
|
89
|
|
|
456
|
|
|
572
|
|
|
||||||
Non-cash deferred lease expense
|
2,329
|
|
|
1,607
|
|
|
—
|
|
|
—
|
|
|
2,329
|
|
|
1,607
|
|
|
||||||
Unrealized gain on fair value of warrant
|
(3,008
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,008
|
)
|
|
—
|
|
|
||||||
Other adjustments allowable under our Credit Agreement
|
—
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
173
|
|
|
||||||
Adjusted EBITDA
|
$
|
7,534
|
|
|
$
|
(16,028
|
)
|
|
$
|
—
|
|
|
$
|
6,948
|
|
|
$
|
7,534
|
|
|
$
|
(9,080
|
)
|
|
|
Continuing
|
|
Discontinued
|
|
Consolidated
|
|
||||||||||||||||||
|
|
|
||||||||||||||||||||||
|
Six Months Ended June 30,
|
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||||||
|
($ in thousands)
|
|
||||||||||||||||||||||
Net income (loss)
|
$
|
(14,815
|
)
|
|
$
|
(62,591
|
)
|
|
$
|
(2,657
|
)
|
|
$
|
5,479
|
|
|
$
|
(17,472
|
)
|
|
$
|
(57,112
|
)
|
|
Interest expense, net
|
8,280
|
|
|
9,877
|
|
|
—
|
|
|
1,283
|
|
|
8,280
|
|
|
11,160
|
|
|
||||||
Depreciation, depletion and amortization
|
10,331
|
|
|
9,777
|
|
|
—
|
|
|
2,354
|
|
|
10,331
|
|
|
12,131
|
|
|
||||||
Provision for income taxes
|
—
|
|
|
21
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
32
|
|
|
||||||
EBITDA
|
3,796
|
|
|
(42,916
|
)
|
|
(2,657
|
)
|
|
9,127
|
|
|
1,139
|
|
|
(33,789
|
)
|
|
||||||
Equity-based compensation expense
|
677
|
|
|
(98
|
)
|
|
—
|
|
|
234
|
|
|
677
|
|
|
136
|
|
|
||||||
Write-down of sand inventory
|
—
|
|
|
5,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,394
|
|
|
||||||
Contract and project terminations
|
—
|
|
|
4,036
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,036
|
|
|
||||||
Reduction in escrow receivable
|
—
|
|
|
—
|
|
|
2,657
|
|
|
—
|
|
|
2,657
|
|
|
—
|
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
1,672
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
1,746
|
|
|
||||||
Accretion expense
|
58
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
59
|
|
|
||||||
Retirement of assets
|
60
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
60
|
|
|
67
|
|
|
||||||
Reduction in force
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
||||||
Fuel division selling expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
679
|
|
|
—
|
|
|
679
|
|
|
||||||
Other state and local taxes
|
880
|
|
|
952
|
|
|
—
|
|
|
236
|
|
|
880
|
|
|
1,188
|
|
|
||||||
Non-cash deferred lease expense
|
4,230
|
|
|
1,607
|
|
|
—
|
|
|
—
|
|
|
4,230
|
|
|
1,607
|
|
|
||||||
Unrealized gain on fair value of warrant
|
(2,312
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,312
|
)
|
|
—
|
|
|
||||||
Other adjustments allowable under our Credit Agreement
|
213
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
208
|
|
|
||||||
Adjusted EBITDA
|
$
|
7,602
|
|
|
$
|
(29,010
|
)
|
|
$
|
—
|
|
|
$
|
10,417
|
|
|
$
|
7,602
|
|
|
$
|
(18,593
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
($ in thousands)
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
7,534
|
|
|
$
|
(9,080
|
)
|
|
$
|
7,602
|
|
|
$
|
(18,593
|
)
|
|
Interest expense, net
|
(3,975
|
)
|
|
(4,347
|
)
|
|
(6,659
|
)
|
|
(8,989
|
)
|
|
||||
Income tax expense
|
(456
|
)
|
|
(578
|
)
|
|
(880
|
)
|
|
(1,220
|
)
|
|
||||
Contract and project terminations - non-cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
||||
Reduction in force
|
—
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
||||
Write-down of sand inventory
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,394
|
)
|
|
||||
Other adjustments allowable under our Credit Agreement
|
—
|
|
|
(173
|
)
|
|
(213
|
)
|
|
(208
|
)
|
|
||||
Fuel division selling expenses
|
—
|
|
|
(679
|
)
|
|
—
|
|
|
(679
|
)
|
|
||||
Permitted acquisition transaction expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Cost to retire assets
|
19
|
|
|
9
|
|
|
19
|
|
|
9
|
|
|
||||
Non-cash deferred lease expense
|
(2,329
|
)
|
|
(1,607
|
)
|
|
(4,230
|
)
|
|
(1,607
|
)
|
|
||||
Change in other operating assets and liabilities
|
4,973
|
|
|
5,714
|
|
|
(2,812
|
)
|
|
23,750
|
|
|
||||
Cash flows from operating activities:
|
$
|
5,766
|
|
|
$
|
(10,741
|
)
|
|
$
|
(7,173
|
)
|
|
$
|
(13,032
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from investing activities:
|
$
|
(22,230
|
)
|
|
$
|
(6,099
|
)
|
|
$
|
(23,622
|
)
|
|
$
|
(11,012
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from financing activities:
|
$
|
14,554
|
|
|
$
|
8,637
|
|
|
$
|
30,980
|
|
|
$
|
6,332
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
3.7
|
|
|
|
|
|
10.1*†
|
|
|
|
|
|
10.2*†
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
95.1*
|
|
|
|
|
|
101*
|
|
Interactive Data Files - XBRL.
|
|
|
EMERGE ENERGY SERVICES LP
|
||
|
|
|
|
|
By:
|
EMERGE ENERGY SERVICES GP LLC, its general partner
|
|
|
|
|
|
|
By:
|
/s/ Rick Shearer
|
|
|
|
Rick Shearer
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/ Deborah Deibert
|
|
|
|
Deborah Deibert
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
3.1
|
|
Certificate of Limited Partnership of Emerge Energy Services LP (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-187487).
|
|
|
|
3.2
|
|
Amendment to Certificate of Limited Partnership of Emerge Energy Services LP (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-187487).
|
|
|
|
3.3
|
|
First Amended and Restated Limited Partnership Agreement of Emerge Energy Services LP, dated as of May 14, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 20, 2013).
|
|
|
|
3.4
|
|
Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Emerge Energy Services LP, dated as of August 15, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 16, 2016).
|
|
|
|
3.5
|
|
Certificate of Limited Formation of Emerge Energy Services GP LLC (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-187487).
|
|
|
|
3.6
|
|
Amendment to Certificate of Formation of Emerge Energy Services GP LLC (incorporated by reference to Exhibit 3.6 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-187487).
|
|
|
|
3.7
|
|
Amended and Restated Limited Liability Company Agreement of Emerge Energy Services GP, LLC, dated as of May 14, 2013 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 20, 2013).
|
|
|
|
10.1*†
|
|
Sand Supply Agreement, dated May 19, 2017, between Superior Silica Sand and Liberty Oilfield Service, LLC.
|
|
|
|
10.2*†
|
|
Sand Supply Agreement, dated July 19, 2017, between Superior Silica Sand and EP Energy E&P Company, L.P.
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
95.1*
|
|
Mine Safety Disclosure Exhibit.
|
|
|
|
101*
|
|
Interactive Data Files - XBRL.
|
|
1 Year EMERGE ENERGY SERVICES LP Chart |
1 Month EMERGE ENERGY SERVICES LP Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions