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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Silica Holdings Inc | NYSE:SLCA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 15.51 | 0 | 09:00:10 |
|
|
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
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
|
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,
2018 |
|
December 31,
2017 |
||||
|
|
|
|
||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
329,512
|
|
|
$
|
384,567
|
|
Accounts receivable, net
|
251,275
|
|
|
212,586
|
|
||
Inventories, net
|
76,579
|
|
|
92,376
|
|
||
Prepaid expenses and other current assets
|
13,023
|
|
|
13,715
|
|
||
Total current assets
|
670,389
|
|
|
703,244
|
|
||
Property, plant and mine development, net
|
1,195,722
|
|
|
1,169,155
|
|
||
Goodwill
|
274,879
|
|
|
272,079
|
|
||
Intangible assets, net
|
148,702
|
|
|
150,007
|
|
||
Other assets
|
17,346
|
|
|
12,798
|
|
||
Total assets
|
$
|
2,307,038
|
|
|
$
|
2,307,283
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
154,148
|
|
|
$
|
171,041
|
|
Current portion of long-term debt
|
4,305
|
|
|
4,504
|
|
||
Current portion of capital leases
|
631
|
|
|
706
|
|
||
Current portion of deferred revenue
|
52,305
|
|
|
36,128
|
|
||
Income tax payable
|
605
|
|
|
1,566
|
|
||
Total current liabilities
|
211,994
|
|
|
213,945
|
|
||
Long-term debt, net
|
506,607
|
|
|
506,732
|
|
||
Deferred revenue
|
69,670
|
|
|
82,286
|
|
||
Liability for pension and other post-retirement benefits
|
50,167
|
|
|
52,867
|
|
||
Deferred income taxes, net
|
38,371
|
|
|
29,856
|
|
||
Other long-term obligations
|
77,246
|
|
|
25,091
|
|
||
Total liabilities
|
954,055
|
|
|
910,777
|
|
||
Commitments and Contingencies (Note O)
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized; zero issued and outstanding at March 31, 2018 and December 31, 2017
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 500,000,000 shares authorized; 81,518,347 issued and 77,867,261 outstanding at March 31, 2018; 81,267,205 issued and 80,524,255 outstanding at December 31, 2017
|
814
|
|
|
812
|
|
||
Additional paid-in capital
|
1,153,336
|
|
|
1,147,084
|
|
||
Retained earnings
|
314,405
|
|
|
287,992
|
|
||
Treasury stock, at cost, 3,651,086 and 742,950 shares at March 31, 2018 and December 31, 2017, respectively
|
(103,940
|
)
|
|
(25,456
|
)
|
||
Accumulated other comprehensive loss
|
(11,632
|
)
|
|
(13,926
|
)
|
||
Total stockholders’ equity
|
1,352,983
|
|
|
1,396,506
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,307,038
|
|
|
$
|
2,307,283
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Sales:
|
|
|
|
||||
Product
|
$
|
294,788
|
|
|
$
|
203,251
|
|
Service
|
74,525
|
|
|
41,546
|
|
||
Total sales
|
369,313
|
|
|
244,797
|
|
||
Cost of sales (excluding depreciation, depletion and amortization):
|
|
|
|
||||
Product
|
207,239
|
|
|
162,183
|
|
||
Service
|
53,671
|
|
|
25,292
|
|
||
Total cost of sales (excluding depreciation, depletion and amortization)
|
260,910
|
|
|
187,475
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
34,591
|
|
|
22,341
|
|
||
Depreciation, depletion and amortization
|
28,592
|
|
|
21,599
|
|
||
Total operating expenses
|
63,183
|
|
|
43,940
|
|
||
Operating income
|
45,220
|
|
|
13,382
|
|
||
Other (expense) income:
|
|
|
|
||||
Interest expense
|
(7,070
|
)
|
|
(7,646
|
)
|
||
Other income (expense), net, including interest income
|
665
|
|
|
(4,928
|
)
|
||
Total other expense
|
(6,405
|
)
|
|
(12,574
|
)
|
||
Income before income taxes
|
38,815
|
|
|
808
|
|
||
Income tax (expense) benefit
|
(7,521
|
)
|
|
1,714
|
|
||
Net income
|
$
|
31,294
|
|
|
$
|
2,522
|
|
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.39
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.39
|
|
|
$
|
0.03
|
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
79,496
|
|
|
80,983
|
|
||
Diluted
|
80,309
|
|
|
82,244
|
|
||
Dividends declared per share
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
31,294
|
|
|
$
|
2,522
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized gain (loss) on derivatives (net of tax of $1 and $(22) for the three months ended March 31, 2018 and 2017, respectively)
|
(2
|
)
|
|
(36
|
)
|
||
Foreign currency translation adjustment (net of tax of $1 and zero for the three months ended March 31, 2018 and 2017, respectively.)
|
3
|
|
|
—
|
|
||
Pension and other post-retirement benefits liability adjustment (net of tax of $730 and $340 for the three months ended March 31, 2018 and 2017, respectively)
|
2,293
|
|
|
565
|
|
||
Comprehensive income
|
$
|
33,588
|
|
|
$
|
3,051
|
|
|
Common
Stock |
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Total
Stockholders’ Equity |
||||||||||||
Balance at December 31, 2017
|
$
|
812
|
|
|
$
|
(25,456
|
)
|
|
$
|
1,147,084
|
|
|
$
|
287,992
|
|
|
$
|
(13,926
|
)
|
|
$
|
1,396,506
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
31,294
|
|
|
—
|
|
|
31,294
|
|
||||||
Unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Pension and post-retirement liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,293
|
|
|
2,293
|
|
||||||
Cash dividend declared ($0.0625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,881
|
)
|
|
—
|
|
|
(4,881
|
)
|
||||||
Common stock-based compensation plans activity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
6,254
|
|
|
—
|
|
|
—
|
|
|
6,254
|
|
||||||
Shares withheld for employee taxes related to vested restricted stock and stock units
|
2
|
|
|
(3,484
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(3,484
|
)
|
||||||
Repurchase of common stock
|
—
|
|
|
(75,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,000
|
)
|
||||||
Balance at March 31, 2018
|
$
|
814
|
|
|
$
|
(103,940
|
)
|
|
$
|
1,153,336
|
|
|
$
|
314,405
|
|
|
$
|
(11,632
|
)
|
|
$
|
1,352,983
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
31,294
|
|
|
$
|
2,522
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
28,592
|
|
|
21,599
|
|
||
Debt issuance amortization
|
345
|
|
|
347
|
|
||
Original issue discount amortization
|
93
|
|
|
94
|
|
||
Deferred income taxes
|
7,786
|
|
|
(1,726
|
)
|
||
Deferred revenue
|
3,562
|
|
|
(4,689
|
)
|
||
(Gain) loss on disposal of property, plant and equipment
|
(5,799
|
)
|
|
59
|
|
||
Equity-based compensation
|
6,254
|
|
|
5,510
|
|
||
Bad debt provision, net of recoveries
|
237
|
|
|
783
|
|
||
Other
|
(1,476
|
)
|
|
1,012
|
|
||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(39,077
|
)
|
|
(51,747
|
)
|
||
Inventories
|
15,797
|
|
|
9,251
|
|
||
Prepaid expenses and other current assets
|
694
|
|
|
(78
|
)
|
||
Income taxes
|
(961
|
)
|
|
68
|
|
||
Accounts payable and accrued expenses
|
(27,930
|
)
|
|
(3,020
|
)
|
||
Short-term and long-term obligations-vendor incentives
|
57,986
|
|
|
—
|
|
||
Liability for pension and other post-retirement benefits
|
212
|
|
|
497
|
|
||
Net cash provided by (used in) operating activities
|
77,609
|
|
|
(19,518
|
)
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(72,327
|
)
|
|
(19,896
|
)
|
||
Capitalized intellectual property costs
|
(1,011
|
)
|
|
(1,245
|
)
|
||
Proceeds from sale of property, plant and equipment
|
25,960
|
|
|
12
|
|
||
Net cash used in investing activities
|
(47,378
|
)
|
|
(21,129
|
)
|
||
Financing activities:
|
|
|
|
||||
Dividends paid
|
(5,069
|
)
|
|
(5,092
|
)
|
||
Repurchase of common stock
|
(75,000
|
)
|
|
—
|
|
||
Proceeds from options exercised
|
—
|
|
|
517
|
|
||
Tax payments related to shares withheld for vested restricted stock and stock units
|
(3,485
|
)
|
|
(3,377
|
)
|
||
Repayment of long-term debt
|
(1,657
|
)
|
|
(1,405
|
)
|
||
Principal payments on capital lease obligations
|
(75
|
)
|
|
(318
|
)
|
||
Net cash used in financing activities
|
(85,286
|
)
|
|
(9,675
|
)
|
||
Net decrease in cash and cash equivalents
|
(55,055
|
)
|
|
(50,322
|
)
|
||
Cash and cash equivalents, beginning of period
|
384,567
|
|
|
711,225
|
|
||
Cash and cash equivalents, end of period
|
$
|
329,512
|
|
|
$
|
660,903
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash paid (received) during the period for:
|
|
|
|
||||
Interest
|
$
|
6,592
|
|
|
$
|
6,157
|
|
Taxes, net of refunds
|
$
|
770
|
|
|
$
|
(57
|
)
|
Related party purchases
|
$
|
672
|
|
|
$
|
858
|
|
Non-cash Items:
|
|
|
|
||||
Equipment received
|
$
|
—
|
|
|
$
|
18,185
|
|
Accrued capital expenditures
|
$
|
20,170
|
|
|
$
|
4,142
|
|
Capital lease assumed by third-party
|
$
|
119
|
|
|
$
|
—
|
|
Asset retirement obligation assumed by third-party
|
$
|
2,116
|
|
|
$
|
—
|
|
|
As Previously Reported
|
Adjustments
|
As Revised
|
||||||
Product cost of sales
|
$
|
162,637
|
|
$
|
(287
|
)
|
$
|
162,350
|
|
Total cost of sales
|
187,475
|
|
(287
|
)
|
187,188
|
|
|||
Selling, general and administrative expenses
|
22,341
|
|
(202
|
)
|
22,139
|
|
|||
Operating income
|
13,382
|
|
489
|
|
13,871
|
|
|||
Other income (expense)
|
(4,928
|
)
|
(489
|
)
|
(5,417
|
)
|
In thousands, except per share amounts
|
Three Months Ended March 31,
|
|||||||
|
2018
|
|
2017
|
|||||
Numerator:
|
|
|
|
|||||
Net income
|
$
|
31,294
|
|
|
$
|
2,522
|
|
|
|
|
|
|
|||||
Denominator:
|
|
|
|
|||||
Weighted average shares outstanding
|
79,496
|
|
—
|
|
80,983
|
|
||
Diluted effect of stock awards
|
813
|
|
|
1,261
|
|
|||
Weighted average shares outstanding assuming dilution
|
80,309
|
|
|
82,244
|
|
|||
|
|
|
|
|||||
Basic earnings per share
|
$
|
0.39
|
|
|
$
|
0.03
|
|
|
Diluted earnings per share
|
$
|
0.39
|
|
|
$
|
0.03
|
|
|
Three Months Ended March 31,
|
||||
|
2018
|
|
2017
|
||
Weighted-average outstanding stock options excluded
|
428
|
|
|
195
|
|
Weighted-average outstanding restricted stock and performance share units awards excluded
|
337
|
|
|
—
|
|
Dividends per Common Share
|
|
Declaration Date
|
|
Record Date
|
|
Payable Date
|
||
$
|
0.0625
|
|
|
February 16, 2018
|
|
March 15, 2018
|
|
April 5, 2018
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||||
|
Unrealized gain/(loss) on cash flow hedges
|
|
Foreign currency translation adjustments
|
|
Pension and other post-retirement benefits liability
|
|
Total
|
||||||||
Beginning Balance
|
$
|
(76
|
)
|
|
$
|
(6
|
)
|
|
$
|
(13,844
|
)
|
|
$
|
(13,926
|
)
|
Other comprehensive gain (loss) before reclassifications
|
—
|
|
|
(3
|
)
|
|
1,806
|
|
|
1,803
|
|
||||
Amounts reclassed from accumulated other comprehensive income
|
2
|
|
|
—
|
|
|
489
|
|
|
491
|
|
||||
Ending Balance
|
$
|
(74
|
)
|
|
$
|
(9
|
)
|
|
$
|
(11,549
|
)
|
|
$
|
(11,632
|
)
|
|
Estimate as of December 31, 2017
|
Measurement Period Adjustments
|
Purchase Price Allocation
|
||||||
Accounts receivable
|
$
|
11,201
|
|
$
|
—
|
|
$
|
11,201
|
|
Inventories
|
8,067
|
|
—
|
|
8,067
|
|
|||
Other current assets
|
362
|
|
—
|
|
362
|
|
|||
Assets held for sale
|
9,453
|
|
—
|
|
9,453
|
|
|||
Property, plant and mine development
|
27,458
|
|
—
|
|
27,458
|
|
|||
Mineral rights
|
26,300
|
|
(2,800
|
)
|
23,500
|
|
|||
Other non-current assets
|
1,136
|
|
—
|
|
1,136
|
|
|||
Goodwill
|
22,522
|
|
2,800
|
|
25,322
|
|
|||
Customer relationships
|
1,840
|
|
—
|
|
1,840
|
|
|||
Total assets acquired
|
108,339
|
|
—
|
|
108,339
|
|
|||
Accounts payable and accrued expenses
|
3,761
|
|
—
|
|
3,761
|
|
|||
Unfavorable leasehold positions
|
2,237
|
|
—
|
|
2,237
|
|
|||
Notes Payable
|
866
|
|
—
|
|
866
|
|
|||
Other long term liabilities
|
—
|
|
—
|
|
—
|
|
|||
Asset retirement obligations
|
474
|
|
—
|
|
474
|
|
|||
Total liabilities assumed
|
7,338
|
|
—
|
|
7,338
|
|
|||
Net assets acquired
|
$
|
101,001
|
|
$
|
—
|
|
$
|
101,001
|
|
|
Approximate Fair Value
|
Estimated Useful Life
|
||
|
(in thousands)
|
(in years)
|
||
Customer relationships
|
$
|
1,840
|
|
15
|
|
For the year ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Sales
|
$
|
1,287,202
|
|
|
$
|
642,951
|
|
Net income (loss)
|
$
|
143,604
|
|
|
$
|
(55,835
|
)
|
Basic earnings (loss) per share
|
$
|
1.77
|
|
|
$
|
(0.86
|
)
|
Diluted earnings (loss) per share
|
$
|
1.75
|
|
|
$
|
(0.86
|
)
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Trade receivables
|
$
|
247,178
|
|
|
$
|
217,649
|
|
Less: Allowance for doubtful accounts
|
(7,250
|
)
|
|
(7,100
|
)
|
||
Net trade receivables
|
239,928
|
|
|
210,549
|
|
||
Other receivables
|
11,347
|
|
|
2,037
|
|
||
Total accounts receivable
|
$
|
251,275
|
|
|
$
|
212,586
|
|
|
March 31,
2018 |
||
Beginning balance
|
$
|
7,100
|
|
Bad debt provision
|
237
|
|
|
Write-offs
|
(87
|
)
|
|
Ending balance
|
$
|
7,250
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Supplies
|
$
|
22,338
|
|
|
$
|
21,277
|
|
Raw materials and work in process
|
24,175
|
|
|
28,034
|
|
||
Finished goods
|
30,066
|
|
|
43,065
|
|
||
Total inventories
|
$
|
76,579
|
|
|
$
|
92,376
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Mining property and mine development
|
$
|
584,778
|
|
|
$
|
586,242
|
|
Asset retirement cost
|
12,166
|
|
|
14,184
|
|
||
Land
|
36,552
|
|
|
36,552
|
|
||
Land improvements
|
50,793
|
|
|
45,878
|
|
||
Buildings
|
55,280
|
|
|
56,330
|
|
||
Machinery and equipment
|
634,807
|
|
|
590,566
|
|
||
Furniture and fixtures
|
2,862
|
|
|
2,953
|
|
||
Construction-in-progress
|
187,639
|
|
|
189,970
|
|
||
|
1,564,877
|
|
|
1,522,675
|
|
||
Accumulated depletion, depreciation and amortization
|
(369,155
|
)
|
|
(353,520
|
)
|
||
Total property, plant and mine development, net
|
$
|
1,195,722
|
|
|
$
|
1,169,155
|
|
|
|
Goodwill
|
||
Balance at December 31, 2017
|
|
$
|
272,079
|
|
MS Sand acquisition measurement period adjustment
|
|
2,800
|
|
|
Balance at March 31, 2018
|
|
$
|
274,879
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Estimated Useful Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
(in years)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology and intellectual property
|
15
|
|
$
|
71,713
|
|
|
$
|
(7,127
|
)
|
|
$
|
64,586
|
|
|
$
|
70,703
|
|
|
$
|
(5,917
|
)
|
|
$
|
64,786
|
|
Customer relationships
|
13 - 15
|
|
61,229
|
|
|
(10,181
|
)
|
|
51,048
|
|
|
61,229
|
|
|
(9,076
|
)
|
|
52,153
|
|
||||||
Total definite-lived intangible assets:
|
|
|
$
|
132,942
|
|
|
$
|
(17,308
|
)
|
|
$
|
115,634
|
|
|
$
|
131,932
|
|
|
$
|
(14,993
|
)
|
|
$
|
116,939
|
|
Trade name
|
|
|
33,068
|
|
|
—
|
|
|
33,068
|
|
|
33,068
|
|
|
—
|
|
|
33,068
|
|
||||||
Total intangible assets:
|
|
|
$
|
166,010
|
|
|
$
|
(17,308
|
)
|
|
$
|
148,702
|
|
|
$
|
165,000
|
|
|
$
|
(14,993
|
)
|
|
$
|
150,007
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Senior secured credit facility:
|
|
|
|
||||
Revolver expiring July 23, 2018 (6.25% at March 31, 2018 and 5.75% at December 31, 2017)
|
$
|
—
|
|
|
$
|
—
|
|
Term loan facility—final maturity July 23, 2020 (4.94%-5.44% at March 31, 2018 and 4.75%-5.25% December 31, 2017)
|
487,800
|
|
|
489,075
|
|
||
Less: Unamortized original issue discount
|
(850
|
)
|
|
(944
|
)
|
||
Less: Unamortized debt issuance cost
|
(2,755
|
)
|
|
(3,099
|
)
|
||
Note payable secured by royalty interest
|
25,635
|
|
|
24,740
|
|
||
Customer note payable
|
566
|
|
|
745
|
|
||
Equipment notes payable
|
516
|
|
|
719
|
|
||
Total debt
|
510,912
|
|
|
511,236
|
|
||
Less: current portion
|
(4,305
|
)
|
|
(4,504
|
)
|
||
Total long-term portion of debt
|
$
|
506,607
|
|
|
$
|
506,732
|
|
2018
|
$
|
3,825
|
|
2019
|
5,100
|
|
|
2020
|
478,875
|
|
|
Total
|
$
|
487,800
|
|
2018
|
$
|
1,313
|
|
2019
|
1,750
|
|
|
2020
|
1,750
|
|
|
2021
|
1,750
|
|
|
2022
|
1,750
|
|
|
March 31,
2018 |
||
Beginning balance
|
$
|
19,032
|
|
Accretion
|
326
|
|
|
Additions and revisions of prior estimates
|
(486
|
)
|
|
Disposal related to sale of transloads
|
(2,116
|
)
|
|
Ending balance
|
$
|
16,756
|
|
|
|
|
March 31, 2018
|
|
|
|
December 31, 2017
|
||||||||||||||||||||
|
Maturity
Date |
|
Contract/Notional
Amount |
|
Carrying
Amount |
|
Fair
Value |
|
Maturity Date
|
|
Contract/Notional
Amount |
|
Carrying
Amount |
|
Fair
Value |
||||||||||||
Interest rate cap agreement
(1)
|
2019
|
|
|
$249
|
million
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2019
|
|
|
$249
|
million
|
|
$
|
—
|
|
|
$
|
—
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Deferred losses from derivatives in OCI, beginning of period
|
$
|
(76
|
)
|
|
$
|
(32
|
)
|
Loss recognized in OCI from derivative instruments
|
—
|
|
|
(36
|
)
|
||
Gain reclassified from Accumulated OCI
|
2
|
|
|
—
|
|
||
Deferred losses from derivatives in OCI, end of period
|
$
|
(74
|
)
|
|
$
|
(68
|
)
|
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Aggregate Intrinsic Value (in thousands)
|
|
Weighted
Average Remaining Contractual Term in Years |
|||||
Outstanding at December 31, 2017
|
908,919
|
|
|
$
|
28.46
|
|
|
$
|
7,008
|
|
|
6.1 years
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||
Forfeited
|
(918
|
)
|
|
31.30
|
|
|
—
|
|
|
|
||
Outstanding at March 31, 2018
|
908,001
|
|
|
$
|
28.46
|
|
|
$
|
3,679
|
|
|
5.5 years
|
Exercisable at March 31, 2018
|
791,868
|
|
|
$
|
27.02
|
|
|
$
|
3,679
|
|
|
5.3 years
|
|
Number of Shares
|
|
Grant Date Weighted
Average Fair Value
|
|||
Unvested, December 31, 2017
|
461,346
|
|
|
$
|
30.76
|
|
Granted
|
3,852
|
|
|
30.11
|
|
|
Vested
|
(132,081
|
)
|
|
24.56
|
|
|
Forfeited
|
(10,309
|
)
|
|
35.65
|
|
|
Unvested, March 31, 2018
|
322,808
|
|
|
$
|
33.14
|
|
|
Number of Shares
|
|
Grant Date Weighted
Average Fair Value |
|||
Unvested, December 31, 2017
|
881,416
|
|
|
$
|
42.16
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(225,000
|
)
|
|
41.99
|
|
|
Forfeited
|
(5,972
|
)
|
|
58.71
|
|
|
Unvested, March 31, 2018
|
650,444
|
|
|
$
|
42.07
|
|
Year ending December 31,
|
Operating Lease Minimum Rental Payments
|
|
Minimum Purchase Commitments
|
||||
2018
|
$
|
53,739
|
|
|
$
|
18,292
|
|
2019
|
64,746
|
|
|
22,829
|
|
||
2020
|
52,868
|
|
|
17,951
|
|
||
2021
|
36,031
|
|
|
9,459
|
|
||
2022
|
30,301
|
|
|
6,851
|
|
||
Thereafter
|
55,739
|
|
|
4,565
|
|
||
Total future lease and purchase commitments
|
$
|
293,424
|
|
|
$
|
79,947
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Service cost
|
$
|
279
|
|
|
$
|
295
|
|
Interest cost
|
978
|
|
|
883
|
|
||
Expected return on plan assets
|
(1,243
|
)
|
|
(1,331
|
)
|
||
Net amortization and deferral
|
631
|
|
|
693
|
|
||
Net pension benefit costs
|
$
|
645
|
|
|
$
|
540
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Service cost
|
$
|
27
|
|
|
$
|
32
|
|
Interest cost
|
188
|
|
|
192
|
|
||
Net amortization and deferral
|
—
|
|
|
54
|
|
||
Net post-retirement benefit costs
|
$
|
215
|
|
|
$
|
278
|
|
Category
|
|
Oil & Gas Proppants
|
|
Industrial & Specialty Products
|
|
Total Sales
|
||||||
Product
|
|
$
|
238,422
|
|
|
$
|
56,366
|
|
|
$
|
294,788
|
|
Service
|
|
74,508
|
|
|
17
|
|
|
74,525
|
|
|||
Total Sales
|
|
312,930
|
|
|
56,383
|
|
|
369,313
|
|
|
|
Unbilled Receivables
|
||
December 31, 2017
|
|
$
|
5,245
|
|
Reclassifications to billed receivables
|
|
(5,245
|
)
|
|
Revenues recognized in excess of period billings
|
|
2,939
|
|
|
March 31, 2018
|
|
$
|
2,939
|
|
|
|
Deferred Revenue
|
||
December 31, 2017
|
|
$
|
118,414
|
|
Revenues recognized from balances held at the beginning of the period
|
|
(6,969
|
)
|
|
Revenues deferred from period collections on unfulfilled performance obligations
|
|
10,530
|
|
|
March 31, 2018
|
|
$
|
121,975
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Sales:
|
|
|
|
||||
Oil & Gas Proppants
|
$
|
312,930
|
|
|
$
|
192,959
|
|
Industrial & Specialty Products
|
56,383
|
|
|
51,838
|
|
||
Total sales
|
369,313
|
|
|
244,797
|
|
||
Segment contribution margin:
|
|
|
|
||||
Oil & Gas Proppants
|
99,433
|
|
|
38,842
|
|
||
Industrial & Specialty Products
|
20,530
|
|
|
20,215
|
|
||
Total segment contribution margin
|
119,963
|
|
|
59,057
|
|
||
Operating activities excluded from segment cost of sales
|
(11,560
|
)
|
|
(1,735
|
)
|
||
Selling, general and administrative
|
(34,591
|
)
|
|
(22,341
|
)
|
||
Depreciation, depletion and amortization
|
(28,592
|
)
|
|
(21,599
|
)
|
||
Interest expense
|
(7,070
|
)
|
|
(7,646
|
)
|
||
Other income (expense), net, including interest income
|
665
|
|
|
(4,928
|
)
|
||
Income tax (expense) benefit
|
(7,521
|
)
|
|
1,714
|
|
||
Net income
|
$
|
31,294
|
|
|
$
|
2,522
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Amounts in thousands except per ton data
|
Three months ended
|
|
Percentage Change
|
|||||||
Oil & Gas Proppants
|
March 31,
2018 |
|
December 31, 2017
|
|
March 31, 2018 vs. December 31, 2017
|
|||||
Sales
|
$
|
312,930
|
|
|
$
|
306,019
|
|
|
2
|
%
|
Tons Sold
|
3,252
|
|
|
3,171
|
|
|
3
|
%
|
||
Average Selling Price per Ton
|
$
|
96.23
|
|
|
$
|
96.51
|
|
|
—
|
%
|
•
|
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. We are evaluating Greenfield opportunities and are expanding production capacities and maximizing production efficiencies of our existing facilities.
|
•
|
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-driven industrial and specialty products that will enhance the profitability of the business. For instance, on April 1, 2017, we completed the White Armor acquisition, a product line of cool roof granules used in industrial roofing applications.
|
•
|
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 strategically position our supply chain in order to deliver sand according to our customers’ needs, whether at a plant, a transload, or at the wellhead. We believe that our supply chain network and logistics capabilities are a competitive advantage that enables us to provide superior service for our customers.
|
◦
|
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 expect to continue to develop strategic partnerships with transload operators and transportation providers that will enhance our portfolio of supply chain services that we can provide to customers. As of
March 31, 2018
, we have storage capacity at
57
transloads located near all of the major shale basins in the United States.
|
◦
|
Our acquisition of Sandbox extends our delivery capability directly to our customers' wellhead locations, which increases efficiency and provides a lower cost logistics solution for our customers. Sandbox has operations in Texas (Midland/Odessa, Kenedy, Dallas/Fort Worth, Tyler); Morgantown, West Virginia; western North Dakota; northeast of Denver, Colorado; Oklahoma City, Oklahoma; Cambridge, Ohio and Mansfield, Pennsylvania, where its major customers are located.
|
•
|
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. For instance, in May 2017, we purchased a new Greenfield site in Crane County, Texas, which became operational during the first quarter of 2018 and will eventually add approximately 6 million tons of annual frac sand capacity. Additionally, in July 2017, we purchased a new Greenfield site near Lamesa, Texas, which depending on market conditions, could become operational as early as the third quarter of 2018 and will eventually add approximately 2.6 million tons of annual frac sand capacity.
|
◦
|
W
e are continuing to actively pursue 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 immediately accretive assuming synergies), including entering new geographic and frac sand product markets, acquiring attractive customer contracts and improving operations. On August 16, 2016, we completed our acquisition of NBI, the ultimate parent company of NBR Sand, LLC, a regional sand producer located near Tyler, Texas. On August 22, 2016, we completed the acquisition of Sandbox, a provider of logistics solutions and technology for the transportation of proppant used in hydraulic fracturing in the oil and gas industry. On August 16, 2017, we completed our acquisition of MS Sand, a frac sand mining and logistics company based in St. Louis, Missouri. We are in active discussions to acquire additional assets fitting this strategy, which, if completed, could 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 2017 Annual Report on Form 10-K, 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 industry downturns and pursue acquisitions and new growth opportunities as they arise. As of
March 31, 2018
, we had
$329.5 million
of cash on hand and
$45.5 million
of availability under our revolving credit facility (the "Revolver").
|
(All amounts in thousands)
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
31,294
|
|
|
$
|
2,522
|
|
Total interest expense, net of interest income
|
5,855
|
|
|
6,311
|
|
||
Provision for taxes
|
7,521
|
|
|
(1,714
|
)
|
||
Total depreciation, depletion and amortization expenses
|
28,592
|
|
|
21,599
|
|
||
EBITDA
|
73,262
|
|
|
28,718
|
|
||
Non-cash incentive compensation
(1)
|
6,254
|
|
|
5,510
|
|
||
Post-employment expenses (excluding service costs)
(2)
|
555
|
|
|
489
|
|
||
Merger and acquisition related expenses
(3)
|
2,507
|
|
|
1,252
|
|
||
Plant capacity expansion expenses
(4)
|
9,380
|
|
|
1
|
|
||
Contract termination expenses
(5)
|
—
|
|
|
325
|
|
||
Other adjustments allowable under our existing credit agreement
(6)
|
3,408
|
|
|
6,416
|
|
||
Adjusted EBITDA
|
$
|
95,366
|
|
|
$
|
42,711
|
|
|
|
|
(1)
|
Reflects equity-based non-cash compensation expense.
|
|
(2)
|
Includes net pension cost and net post-retirement cost relating to pension and other post-retirement benefit obligations during the applicable period, but in each case excluding the service cost relating to benefits earned during such period. Non-service net periodic benefit costs are not considered reflective of our operating performance as these costs do not exclusively originate from employee services during the applicable period and may experience periodic fluctuations as a result of changes in non-operating factors, including changes in discount rates, changes in expected returns on benefit plan assets, and other demographic actuarial assumptions. See Note P - Pension and Post-Retirement Benefits to our Financial Statements in Part 1, Item 1 of this Quarterly Report on Form 10-Q.
|
|
(3)
|
Merger and acquisition related expenses include legal fees, consulting fees, bank fees, severance costs, certain purchase accounting items, inventory write-offs, information technology integration costs and similar charges. While these costs are not operational in nature and are not expected to continue for any singular transaction on an ongoing basis, similar types of costs, expenses and charges have occurred in prior periods and may recur in the future as we continue to integrate prior acquisitions and pursue any future acquisitions.
|
|
(4)
|
Plant capacity expansion expenses include expenses that are not inventoriable or capitalizable as related to plant expansion projects greater than $5 million in capital expenditures or plant start up projects. While these expenses are not operational in nature and are not expected to continue for any singular project on an ongoing basis, similar types of expenses have occurred in prior periods and may recur in the future as we continue to pursue future plant capacity expansion.
|
|
(5)
|
Reflects contract termination expenses related to strategically exiting a service contract. While these expenses are not operational in nature and are not expected to continue for any singular event on an ongoing basis, similar types of expenses have occurred in prior periods and may recur in the future as we continue to strategically evaluate our contracts.
|
|
(6)
|
Reflects miscellaneous adjustments permitted under our existing credit agreement. The three months ended March 31, 2018 includes a net loss of $3.4 million on divestiture of assets, consisting of $7.9 million of contract termination costs and $1.3 million of divestiture related expenses such as legal fees and consulting fees, partially offset by a $5.8 million gain on sale of assets. While the gain and costs related to a divestiture of assets are not operational in nature and are not expected to continue for any singular divestiture on an ongoing basis, similar types of expenses have occurred in prior periods and may recur in the future. The three months ended March 31, 2017 amount includes a contract restructuring cost of $6.3 million.
|
(All numbers in thousands except per ton data)
|
Three Months Ended
March 31, |
|
Percent Change
|
|||||||
|
2018
|
|
2017
|
|
'18 vs.'17
|
|||||
Sales:
|
|
|
|
|
|
|||||
Oil & Gas Proppants
|
$
|
312,930
|
|
|
$
|
192,959
|
|
|
62
|
%
|
Industrial & Specialty Products
|
56,383
|
|
|
51,838
|
|
|
9
|
%
|
||
Total Sales
|
$
|
369,313
|
|
|
$
|
244,797
|
|
|
51
|
%
|
Tons:
|
|
|
|
|
|
|||||
Oil & Gas Proppants
|
3,252
|
|
|
2,532
|
|
|
28
|
%
|
||
Industrial & Specialty Products
|
877
|
|
|
861
|
|
|
2
|
%
|
||
Total Tons
|
4,129
|
|
|
3,393
|
|
|
22
|
%
|
||
Average Selling Price per Ton:
|
|
|
|
|
|
|||||
Oil & Gas Proppants
|
$
|
96.23
|
|
|
$
|
76.21
|
|
|
26
|
%
|
Industrial & Specialty Products
|
64.29
|
|
|
60.21
|
|
|
7
|
%
|
||
Overall Average Selling Price per Ton:
|
$
|
89.44
|
|
|
$
|
72.15
|
|
|
24
|
%
|
•
|
Compensation related expense increased by
$6.1 million
for the three months ended
March 31, 2018
compared to the three months ended
March 31, 2017
, mainly due to increased equity-based compensation and higher employee head count.
|
•
|
Bad debt expense decreased by
$0.5 million
for the three months ended
March 31, 2018
compared to the three months ended
March 31, 2017
, mainly due to improvements in our collection efforts.
|
•
|
Merger and acquisition related expense increased by
$1.3 million
to
$2.5 million
for the three months ended
March 31, 2018
compared to
$1.3 million
for the three months ended
March 31, 2017
. The increase was mainly due to costs related to our growth and expansion initiatives, including costs related to the evaluation of business acquisitions.
|
•
|
A net loss of $3.4 million on divestiture of assets, consisting of $7.9 million of contract termination costs and $1.3 million of divestiture related expenses such as legal fees and consulting fees, partially offset by a $5.8 million gain on sale of assets.
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
77,609
|
|
|
$
|
(19,518
|
)
|
Investing activities
|
(47,378
|
)
|
|
(21,129
|
)
|
||
Financing activities
|
(85,286
|
)
|
|
(9,675
|
)
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
Total Number of
Shares
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)
|
||||||
January 2018
|
|
670
|
|
(2)
|
$
|
26.47
|
|
|
|
—
|
|
|
|
||
February 2018
|
|
2,210,915
|
|
(2)
|
$
|
26.67
|
|
|
|
2,133,174
|
|
|
|
||
March 2018
|
|
736,021
|
|
(2)
|
$
|
26.48
|
|
|
|
694,849
|
|
|
|
||
Total
|
|
2,947,606
|
|
|
$
|
26.62
|
|
|
|
2,828,023
|
|
|
$
|
—
|
|
|
|
|
(1)
|
A program covering the repurchase of up to $100.0 million of our common stock was approved by the Board in November 2017.
|
|
(2)
|
Includes 482; 77,741; and 39,972 shares withheld by U.S. Silica to pay taxes due upon the vesting of employee restricted stock and restricted stock units for the monthly periods ended January, February and March 2018, respectively.
|
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 five 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 or infrastructure;
|
•
|
extensive regulation of trucking services;
|
•
|
our ability to recruit and retain truckload drivers;
|
•
|
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 patents, trade secrets and contractual restrictions 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
2017
Annual Report.
|
ITEM 6.
|
EXHIBITS
|
|
U.S. Silica Holdings, Inc.
|
||
|
|
||
|
/s/ DONALD A. MERRIL
|
||
|
Name:
|
|
Donald A. Merril
|
|
Title:
|
|
Chief Financial Officer
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number |
Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
Agreement and Plan of Merger, dated as of March 22, 2018, by and among EP Acquisition Parent, Inc. US Silica Company, Tranquility Acquisition Corp., EPMC Parent LLC, as the Stockholders' Representative, and solely for the purposes of Section 11.17, Golden Gate Private Equity, Inc.
|
|
|
|
|
|
|
|
|
|
|
Form of Performance Share Unit Agreement Pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan.
|
|
|
|
|
|
|
|
|
Form of Restricted Stock Unit Agreement Pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan.
|
|
|
|
|
|
|
|
|
|
Form of Restricted Stock Agreement Pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan.
|
|
|
|
|
|
|
|
|
|
Form of Restricted Stock Agreement Pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan.
|
|
|
|
|
|
|
|
|
|
Rule 13a-14(a)/15(d)-14(a) Certification by Bryan A. Shinn, Chief Executive Officer.
|
|
|
|
|
|
|
|
|
|
Rule 13a-14(a)/15(d)-14(a) Certification by Donald A. Merril, Chief Financial Officer.
|
|
|
|
|
|
|
|
|
|
Section 1350 Certification by Bryan A. Shinn, Chief Executive Officer.
|
|
|
|
|
|
|
|
|
|
Section 1350 Certification by Donald A. Merril, Chief Financial Officer.
|
|
|
|
|
|
|
|
|
|
Mine Safety Disclosure
|
|
|
|
|
|
|
|
|
|
Consent of IHS Markit.
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
+
|
Management contract or compensatory plan/arrangement
|
*
|
Filed herewith
|
1 Year Silica Chart |
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