PARENT COMPANY FINANCIALS | NOTE W— PARENT COMPANY FINANCIALS U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS December 31, 2022 2021 (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 48,398 $ 46,996 Other receivables 275 — Due from affiliates 160,315 165,632 Total current assets 208,988 212,628 Investment in subsidiaries 495,776 401,691 Total assets $ 704,764 $ 614,319 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable and accrued liabilities $ 50 $ 50 Dividends payable 20 186 Total current liabilities 70 236 Total liabilities 70 236 Stockholders’ Equity: Preferred stock — — Common stock 854 845 Additional paid-in capital 1,234,834 1,218,575 Retained deficit (351,084) (429,260) Treasury stock, at cost (186,196) (186,294) Accumulated other comprehensive (loss) income (1,723) 349 Total U.S. Silica Holdings, Inc. stockholders’ equity 696,685 604,215 Non-controlling interest 8,009 9,868 Total stockholders' equity 704,694 614,083 Total liabilities and stockholders’ equity $ 704,764 $ 614,319 U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Year ended December 31, 2022 2021 2020 (in thousands) Sales $ — $ — $ — Cost of sales — — — Operating expenses Selling, general and administrative 253 252 253 Total operating expenses 253 252 253 Operating loss (253) (252) (253) Other income (expense) Interest income 565 5 210 Total other income 565 5 210 Income (loss) before income taxes and equity in net earnings of subsidiaries 312 (247) (43) Income tax expense — — — Income (loss) before equity in net earnings of subsidiaries 312 (247) (43) Equity in earnings of subsidiaries, net of tax 77,528 (34,074) (115,079) Net income (loss) $ 77,840 $ (34,321) $ (115,122) Less: Net loss attributable to non-controlling interest (336) (560) (1,028) Net income (loss) attributable to U.S. Silica Holdings, Inc. $ 78,176 $ (33,761) $ (114,094) Net income (loss) $ 77,840 $ (34,321) $ (115,122) Other comprehensive (loss) income Unrealized (loss) gain on derivatives (net of tax of $(746), $0, and $973 for 2022, 2021, and 2020, respectively) (2,342) — 3,053 Foreign currency translation adjustment (net of tax of $(269), $(309), and $444 for 2022, 2021 and 2020, respectively) (845) (1,000) 1,391 Pension and other post-retirement benefits liability adjustment (net of tax of $355, $3,131, and $2,207 for 2022, 2021 and 2020, respectively) 1,115 9,828 6,931 Comprehensive income (loss) $ 75,768 $ (25,493) $ (103,747) Less: Comprehensive loss attributable to non-controlling interest (336) (560) (1,028) Comprehensive income (loss) attributable to U.S. Silica Holdings, Inc. $ 76,104 $ (24,933) $ (102,719) 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 Deficit - Present Accumulated Other Comprehensive (Loss) Income Total U.S. Silica, Inc. Stockholders' Equity Non-controlling Interest Total Balance at January 1, 2020 $ 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 Net income (loss) — — — 78,176 — 78,176 (336) 77,840 Unrealized loss on derivatives — — — — (2,342) (2,342) — (2,342) Foreign currency translation adjustment — — — — (845) (845) — (845) Pension and post-retirement liability — — — — 1,115 1,115 — 1,115 Cash dividends — — — — — — — — Distributions to non-controlling interest — — — — — — (1,523) (1,523) Common stock-based compensation plans activity: Equity-based compensation — — 18,364 — — 18,364 — 18,364 Proceeds from options exercised — 3,051 (2,096) — — 955 — 955 Shares withheld for employee taxes related to vested restricted stock and stock units 9 (2,953) (9) — — (2,953) — (2,953) Balance at December 31, 2022 $ 854 $ (186,196) $ 1,234,834 $ (351,084) $ (1,723) $ 696,685 $ 8,009 $ 704,694 U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS Year ended December 31, 2022 2021 2020 (in thousands) Operating activities: Net income (loss) $ 77,840 $ (34,321) $ (115,122) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Undistributed (income) loss from equity method investment, net (77,528) 34,074 115,079 Changes in assets and liabilities, net of effects of acquisitions: Other receivables (275) — — Accounts payable and accrued liabilities — (236) 155 Net cash provided by (used in) operating activities 37 (483) 112 Investing activities: Investment in subsidiary — — — Net cash used in investing activities — — — Financing activities: Dividends paid (164) (26) (6,185) Proceeds from options exercised 955 105 — Tax payments related to shares withheld for vested restricted stock and stock units (2,953) (5,023) (703) (Distributions to) contributions from non-controlling interest (1,523) (1,103) 1,196 Net financing activities with subsidiaries 5,050 6,675 582 Net cash provided by (used in) financing activities 1,365 628 (5,110) Net increase (decrease) in cash and cash equivalents 1,402 145 (4,998) Cash and cash equivalents, beginning of period 46,996 46,851 51,849 Cash and cash equivalents, end of period $ 48,398 $ 46,996 $ 46,851 Supplemental cash flow information: Cash received during the period for: Interest $ (565) $ (17) $ (210) 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. |