PARENT COMPANY FINANCIALS | NOTE V— PARENT COMPANY FINANCIALS U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS December 31, 2021 2020 (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 46,996 $ 46,851 Due from affiliates 165,632 168,276 Total current assets 212,628 215,127 Investment in subsidiaries 401,691 412,169 Total assets $ 614,319 $ 627,296 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accrued expenses and other current liabilities $ 50 $ 286 Dividends payable 186 219 Total current liabilities 236 505 Total liabilities 236 505 Stockholders’ Equity: Preferred stock — — Common stock 845 827 Additional paid-in capital 1,218,575 1,200,023 Retained deficit (429,260) (395,496) Treasury stock, at cost (186,294) (181,615) Accumulated other comprehensive income (loss) 349 (8,479) Total U.S. Silica Holdings, Inc. stockholders’ equity 604,215 615,260 Non-controlling interest 9,868 11,531 Total stockholders' equity 614,083 626,791 Total liabilities and stockholders’ equity $ 614,319 $ 627,296 U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Year ended December 31, 2021 2020 2019 (in thousands) Sales $ — $ — $ — Cost of sales — — — Operating expenses Selling, general and administrative 252 253 253 Total operating expenses 252 253 253 Operating loss (252) (253) (253) Other income (expense) Interest income 5 210 1,440 Total other income 5 210 1,440 (Loss) income before income taxes and equity in net earnings of subsidiaries (247) (43) 1,187 Income tax expense — — (327) (Loss) income before equity in net earnings of subsidiaries (247) (43) 860 Equity in earnings of subsidiaries, net of tax (34,074) (115,079) (330,617) Net loss (34,321) (115,122) (329,757) Less: Net loss attributable to non-controlling interest (560) (1,028) (675) Net loss attributable to U.S. Silica Holdings, Inc. (33,761) (114,094) (329,082) Net loss (34,321) (115,122) (329,757) Other comprehensive (loss) income Unrealized gain (loss) on derivatives (net of tax of $—, $973, and $(456) for 2021, 2020, and 2019, respectively) — 3,053 (1,432) Foreign currency translation adjustment (net of tax of $(309), $444, and $(60) for 2021, 2020 and 2019, respectively) (1,000) 1,391 (188) Pension and other post-retirement benefits liability adjustment (net of tax of $3,131, $2,207, and $(1,024) for 2021, 2020 and 2019, respectively) 9,828 6,931 (3,214) Comprehensive loss (25,493) (103,747) (334,591) Less: Comprehensive loss attributable to non-controlling interest (560) (1,028) (675) Comprehensive loss attributable to U.S. Silica Holdings, Inc. (24,933) (102,719) (333,916) 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 (Deficit) - Present Accumulated Other Comprehensive (Loss) Income Total U.S. Silica, Inc. Stockholders' Equity Non-controlling Interest Total Balance at January 1, 2019 $ 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 Net loss — — — (33,761) — (33,761) (560) (34,321) Foreign currency translation adjustment — — — — (1,000) (1,000) — (1,000) Pension and post-retirement liability — — — — 9,828 9,828 — 9,828 Cash dividends — — — (3) — (3) — (3) Distributions to non-controlling interest — — — — — — (1,103) (1,103) Common stock-based compensation plans activity: Equity-based compensation — — 18,809 — — 18,809 — 18,809 Proceeds from options exercised — 344 (239) — — 105 — 105 Shares withheld for employee taxes related to vested restricted stock and stock units 18 (5,023) (18) — — (5,023) — (5,023) Balance at December 31, 2021 $ 845 $ (186,294) $ 1,218,575 $ (429,260) $ 349 $ 604,215 $ 9,868 $ 614,083 U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS Year ended December 31, 2021 2020 2019 (in thousands) Operating activities: Net loss $ (34,321) $ (115,122) $ (329,757) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Undistributed loss from equity method investment, net 34,074 115,079 330,617 Changes in assets and liabilities, net of effects of acquisitions: Accounts payable and accrued liabilities (236) 155 (88) Net cash (used in) provided by operating activities (483) 112 772 Investing activities: Investment in subsidiary — — — Net cash used in investing activities — — — Financing activities: Dividends paid (26) (6,185) (18,592) Proceeds from options exercised 105 — 128 Tax payments related to shares withheld for vested restricted stock and stock units (5,023) (703) (2,993) (Distributions to) contributions from non-controlling interest (1,103) 1,196 4,554 Net financing activities with subsidiaries 6,675 582 (39,171) Net cash provided by (used in) financing activities 628 (5,110) (56,074) Net increase (decrease) in cash and cash equivalents 145 (4,998) (55,302) Cash and cash equivalents, beginning of period 46,851 51,849 107,151 Cash and cash equivalents, end of period $ 46,996 $ 46,851 $ 51,849 Supplemental cash flow information: Cash received during the period for: Interest $ (17) $ (210) $ (1,440) 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 our consolidated net assets. The ability of our operating subsidiaries to pay dividends may be restricted due to the terms of our 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, our 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 our consolidated financial statements and related notes thereto included elsewhere in this report. No cash dividends were paid to the parent by its consolidated entities for the years presented in the condensed financial statements. |