PARENT COMPANY FINANCIALS | NOTE X— PARENT COMPANY FINANCIALS U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS December 31, 2020 2019 (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 46,851 $ 51,849 Due from affiliates 168,276 138,988 Total current assets 215,127 190,837 Investment in subsidiaries 412,169 530,830 Total assets $ 627,296 $ 721,667 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accrued expenses and other current liabilities $ 286 $ 129 Dividends payable 219 4,958 Total current liabilities 505 5,087 Total liabilities 505 5,087 Stockholders’ Equity: Preferred stock — — Common stock 827 823 Additional paid-in capital 1,200,023 1,185,116 Retained deficit (395,496) (279,956) Treasury stock, at cost (181,615) (180,912) Accumulated other comprehensive loss (8,479) (19,854) Total U.S. Silica Holdings, Inc. stockholders’ equity 615,260 705,217 Non-controlling interest 11,531 11,363 Total stockholders' equity 626,791 716,580 Total liabilities and stockholders’ equity $ 627,296 $ 721,667 U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Year ended December 31, 2020 2019 2018 (in thousands) Sales $ — $ — $ — Cost of sales — — — Operating expenses Selling, general and administrative 253 253 254 Total operating expenses 253 253 254 Operating loss (253) (253) (254) Other income (expense) Interest income 210 1,440 2,784 Total other income 210 1,440 2,784 (Loss) income before income taxes and equity in net earnings of subsidiaries (43) 1,187 2,530 Income tax expense — (327) (696) (Loss) income before equity in net earnings of subsidiaries (43) 860 1,834 Equity in earnings of subsidiaries, net of tax (115,079) (330,617) (202,655) Net loss (115,122) (329,757) (200,821) Less: Net loss attributable to non-controlling interest (1,028) (675) (13) Net loss attributable to U.S. Silica Holdings, Inc. (114,094) (329,082) (200,808) Net loss (115,122) (329,757) (200,821) Other comprehensive (loss) income Unrealized loss on derivatives (net of tax of $973, $(456), and $(470) for 2020, 2019, and 2018, respectively) 3,053 (1,432) (1,545) Foreign currency translation adjustment (net of tax of $444, $(60), and $(196) for 2020, 2019 and 2018, respectively) 1,391 (188) (614) Pension and other post-retirement benefits liability adjustment (net of tax of $2,207, $(1,024), and $339 for 2020, 2019 and 2018, respectively) 6,931 (3,214) 1,065 Comprehensive loss (103,747) (334,591) (201,915) Less: Comprehensive loss attributable to non-controlling interest (1,028) (675) (13) Comprehensive loss attributable to U.S. Silica Holdings, Inc. (102,719) (333,916) (201,902) U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (amounts in thousands) Par Value Treasury Stock Additional Paid-In Capital Retained Earnings - Present Accumulated Other Comprehensive Income (Loss) Total U.S. Silica, Inc. Stockholders' Equity Non-controlling Interest Total Balance at January 1, 2018 $ 812 $ (25,456) $ 1,147,084 $ 287,992 $ (13,926) $ 1,396,506 $ — $ 1,396,506 Net loss — — — (200,808) — (200,808) (13) (200,821) Unrealized loss on derivatives — — — — (1,545) (1,545) — (1,545) Foreign currency translation adjustment — — — — (614) (614) — (614) Pension and post-retirement liability — — — — 1,065 1,065 — 1,065 Cash dividend declared ($0.25 per share) — — — (19,330) — (19,330) — (19,330) Common stock-based compensation plans activity: Equity-based compensation — — 22,337 — — 22,337 — 22,337 Proceeds from options exercised — 93 (32) — — 61 — 61 Shares withheld for employee taxes related to vested restricted stock and stock units 6 (4,383) (6) — — (4,383) — (4,383) Repurchase of common stock (148,469) (148,469) — (148,469) Balance at December 31, 2018 $ 818 $ (178,215) $ 1,169,383 $ 67,854 $ (15,020) $ 1,044,820 $ 7,484 $ 1,052,304 Net loss — — — (329,082) — (329,082) (675) (329,757) Unrealized loss on derivatives — — — — (1,432) (1,432) — (1,432) Foreign currency translation adjustment — — — — (188) (188) — (188) Pension and post-retirement liability — — — — (3,214) (3,214) — (3,214) Cash dividend declared ($0.25 per share) — — — (18,728) — (18,728) — (18,728) Contributions from non-controlling interest — — — — — — 4,554 4,554 Common stock-based compensation plans activity: Equity-based compensation — — 15,906 — — 15,906 — 15,906 Proceeds from options exercised — 296 (168) — — 128 — 128 Shares withheld for employee taxes related to vested restricted stock and stock units 5 (2,993) (5) — — (2,993) — (2,993) Balance at December 31, 2019 $ 823 $ (180,912) $ 1,185,116 $ (279,956) $ (19,854) $ 705,217 $ 11,363 $ 716,580 Net loss — — — (114,094) — (114,094) (1,028) (115,122) Unrealized gain on derivatives — — — — 3,053 3,053 — 3,053 Foreign currency translation adjustment — — — — 1,391 1,391 — 1,391 Pension and post-retirement liability — — — — 6,931 6,931 — 6,931 Cash dividend declared ($0.02 per share) — — — (1,446) — (1,446) — (1,446) Contributions from non-controlling interest — — — — — — 1,196 1,196 Common stock-based compensation plans activity: Equity-based compensation — — 14,911 — — 14,911 — 14,911 Shares withheld for employee taxes related to vested restricted stock and stock units 4 (703) (4) — — (703) — (703) Balance at December 31, 2020 $ 827 $ (181,615) $ 1,200,023 $ (395,496) $ (8,479) $ 615,260 $ 11,531 $ 626,791 U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS Year ended December 31, 2020 2019 2018 (in thousands) Operating activities: Net loss $ (115,122) $ (329,757) $ (200,821) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Undistributed loss (income) from equity method investment, net 115,079 330,617 202,655 Changes in assets and liabilities, net of effects of acquisitions: Accounts payable and accrued liabilities 155 (88) (295) Net cash provided by operating activities 112 772 1,539 Investing activities: Investment in subsidiary — — — Net cash used in investing activities — — — Financing activities: Dividends paid (6,185) (18,592) (19,912) Repurchase of common stock — — (148,469) Proceeds from options exercised — 128 61 Tax payments related to shares withheld for vested restricted stock and stock units (703) (2,993) (4,383) Contributions from non-controlling interest 1,196 4,554 7,497 Net financing activities with subsidiaries 582 (39,171) 40,171 Net cash used in financing activities (5,110) (56,074) (125,035) Net decrease in cash and cash equivalents (4,998) (55,302) (123,496) Cash and cash equivalents, beginning of period 51,849 107,151 230,647 Cash and cash equivalents, end of period $ 46,851 $ 51,849 $ 107,151 Supplemental cash flow information: Cash (received) paid during the period for: Interest $ (210) $ (1,440) $ (2,784) Notes to Condensed Financial Statements of Registrant (Parent Company Only) These condensed parent company only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, because the restricted net assets of the subsidiaries of U.S. Silica Holdings, Inc. (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the consolidated net assets of the Company. The ability of the Company's operating subsidiaries to pay dividends may be restricted due to the terms of the Company's Credit Facility, as discussed in Note K - Debt to these financial statements. These condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements; the only exceptions are that (a) the parent company accounts for its subsidiaries using the equity method of accounting, (b) taxes are allocated to the parent from the subsidiary using the separate return method, and (c) intercompany loans are not eliminated. In the parent company financial statements, the Company's investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. These condensed parent company financial statements should be read in conjunction with the Company's consolidated financial statements and related notes thereto included elsewhere in this report. |