PARENT COMPANY FINANCIALS | NOTE Y— PARENT COMPANY FINANCIALS U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS December 31, 2019 2018 (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 51,849 $ 107,151 Due from affiliates 138,988 100,094 Total current assets 190,837 207,245 Investment in subsidiaries 530,830 850,099 Total assets $ 721,667 $ 1,057,344 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accrued expenses and other current liabilities $ 129 $ 217 Dividends payable 4,958 4,823 Total current liabilities 5,087 5,040 Total liabilities 5,087 5,040 Stockholders’ Equity: Preferred stock — — Common stock 823 818 Additional paid-in capital 1,185,116 1,169,383 Retained (deficit) earnings (279,956 ) 67,854 Treasury stock, at cost (180,912 ) (178,215 ) Accumulated other comprehensive loss (19,854 ) (15,020 ) Total U.S. Silica Holdings, Inc. stockholders’ equity 705,217 1,044,820 Non-controlling interest 11,363 7,484 Total stockholders' equity 716,580 1,052,304 Total liabilities and stockholders’ equity $ 721,667 $ 1,057,344 U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Year ended December 31, 2019 2018 2017 (in thousands) Sales $ — $ — $ — Cost of sales — — — Operating expenses Selling, general and administrative 253 254 252 Total operating expenses 253 254 252 Operating loss (253 ) (254 ) (252 ) Other income (expense) Interest income 1,440 2,784 3,854 Total other income 1,440 2,784 3,854 Income before income taxes and equity in net earnings of subsidiaries 1,187 2,530 3,602 Income tax expense (327 ) (696 ) (1,453 ) Income before equity in net earnings of subsidiaries 860 1,834 2,149 Equity in earnings of subsidiaries, net of tax (330,617 ) (202,655 ) 143,057 Net (loss) income (329,757 ) (200,821 ) 145,206 Less: Net loss attributable to non-controlling interest (675 ) (13 ) — Net (loss) income attributable to U.S. Silica Holdings, Inc. (329,082 ) (200,808 ) 145,206 Net (loss) income (329,757 ) (200,821 ) 145,206 Other comprehensive (loss) income Unrealized loss on derivatives (net of tax of $(456),$(470), and $(27) for 2019, 2018, and 2017, respectively) (1,432 ) (1,545 ) (44 ) Foreign currency translation adjustment (net of tax of $ (60 ), $(196), and $2 for 2019, 2018 and 2017, respectively) (188 ) (614 ) (6 ) Pension and other post-retirement benefits liability a djus tment (net of tax of $(1,024), $339, and $1,205 for 2019, 2018 and 2017, respectively) (3,214 ) 1,065 2,000 Comprehensive (loss) income (334,591 ) (201,915 ) 147,156 Less: Comprehensive loss attributable to non-controlling interest (675 ) (13 ) — Comprehensive (loss) income attributable to U.S. Silica Holdings, Inc. (333,916 ) (201,902 ) 147,156 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, 2017 $ 811 $ (3,869 ) $ 1,129,051 $ 163,173 $ (15,876 ) $ 1,273,290 $ — $ 1,273,290 Net income — — — 145,206 — 145,206 — 145,206 Unrealized loss on derivatives — — — — (44 ) (44 ) — (44 ) Foreign currency translation adjustment — — — — (6 ) (6 ) — (6 ) Pension and post-retirement liability — — — — 2,000 2,000 — 2,000 Cash dividend declared ($0.25 per share) — — — (20,387 ) — (20,387 ) — (20,387 ) Common stock-based compensation plans activity: Equity-based compensation — — 25,050 — — 25,050 — 25,050 Proceeds from options exercised — 1,190 (392 ) — — 798 — 798 Issuance of restricted stock — 1,859 (1,859 ) — — — — — Shares withheld for employee taxes related to vested restricted stock and stock units 1 386 (4,766 ) — — (4,379 ) — (4,379 ) Repurchase of common stock (25,022 ) (25,022 ) — (25,022 ) Balance at December 31, 2017 $ 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 ) Contributions from non-controlling interest — — — — — — 7,497 7,497 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 U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS Year ended December 31, 2019 2018 2017 (in thousands) Operating activities: Net (loss) income $ (329,757 ) $ (200,821 ) $ 145,206 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Undistributed loss (income) from equity method investment, net 330,617 202,655 (143,057 ) Changes in assets and liabilities, net of effects of acquisitions: Accounts payable and accrued liabilities (88 ) (295 ) 48 Net cash provided by operating activities 772 1,539 2,197 Investing activities: Investment in subsidiary — — (143,654 ) Net cash used in investing activities — — (143,654 ) Financing activities: Dividends paid (18,592 ) (19,912 ) (20,377 ) Repurchase of common stock — (148,469 ) (25,022 ) Proceeds from options exercised 128 61 798 Tax payments related to shares withheld for vested restricted stock and stock units (2,993 ) (4,383 ) (4,379 ) Contributions from non-controlling interest 4,554 7,497 — Net financing activities with subsidiaries (39,171 ) 40,171 (113,294 ) Net cash used in financing activities (56,074 ) (125,035 ) (162,274 ) Net decrease in cash and cash equivalents (55,302 ) (123,496 ) (303,731 ) Cash and cash equivalents, beginning of period 107,151 230,647 534,378 Cash and cash equivalents, end of period $ 51,849 $ 107,151 $ 230,647 Supplemental cash flow information: Cash (received) paid during the period for: Interest $ (1,440 ) $ (2,784 ) $ (3,853 ) 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. No cash dividends were paid to the parent by its consolidated entities for the years presented in the condensed financial statements. |