Condensed Consolidating Financial Information | Condensed Consolidating Financial Information The Partnership has filed a registration statement on Form S-3 to register, among other securities, debt securities. Each of the subsidiaries of the Partnership as of March 31, 2014 (other than Hi-Crush Finance Corp., whose sole purpose is to act as a co-issuer of any debt securities) was a 100% directly or indirectly owned subsidiary of the Partnership (the “guarantors”), will issue guarantees of the debt securities, if any of them issue guarantees, and such guarantees will be full and unconditional and will constitute the joint and several obligations of such guarantors. As of March 31, 2016 , the guarantors were our sole subsidiaries, other than Hi-Crush Finance Corp., Hi-Crush Augusta Acquisition Co. LLC, Hi-Crush Canada Inc and Hi-Crush Canada Distribution Corp., which are our 100% owned subsidiaries, and Augusta, of which we own 98.0% of the common equity interests. As of March 31, 2016 , the Partnership had no assets or operations independent of its subsidiaries, and there were no significant restrictions upon the ability of the Partnership or any of its subsidiaries to obtain funds from its respective subsidiaries by dividend or loan. As of March 31, 2016 , none of the assets of our subsidiaries represented restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act. For the purpose of the following financial information, the Partnership's investments in its subsidiaries are presented in accordance with the equity method of accounting. The operations, cash flows and financial position of the co-issuer are not material and therefore have been included with the parent's financial information. Condensed consolidating financial information for the Partnership and its combined guarantor and combined non-guarantor subsidiaries is as follows for the dates and periods indicated. Condensed Consolidating Balance Sheet As of March 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets: Cash $ 3,348 $ 1,946 $ 346 $ — $ 5,640 Accounts receivable, net — 33,471 — — 33,471 Intercompany receivables 43,455 164,474 — (207,929 ) — Inventories — 12,852 8,477 (664 ) 20,665 Prepaid expenses and other current assets 497 4,846 149 — 5,492 Total current assets 47,300 217,589 8,972 (208,593 ) 65,268 Property, plant and equipment, net 13 170,117 111,597 — 281,727 Goodwill and intangible assets, net — 11,359 — — 11,359 Investment in consolidated affiliates 282,186 — 224,250 (506,436 ) — Other assets 1,436 6,770 — — 8,206 Total assets $ 330,935 $ 405,835 $ 344,819 $ (715,029 ) $ 366,560 Liabilities, Equity and Partners' Capital Current liabilities: Accounts payable $ 354 $ 11,996 $ 324 $ — $ 12,674 Intercompany payables — — 207,929 (207,929 ) — Accrued and other current liabilities 1,102 3,394 1,373 — 5,869 Due to sponsor — 3,021 95 — 3,116 Current portion of long-term debt 2,000 816 — — 2,816 Total current liabilities 3,456 19,227 209,721 (207,929 ) 24,475 Long-term debt 240,891 4,851 — — 245,742 Asset retirement obligations — 1,972 5,182 — 7,154 Total liabilities 244,347 26,050 214,903 (207,929 ) 277,371 Equity and partners' capital: Partners' capital 86,588 379,785 127,315 (507,100 ) 86,588 Non-controlling interest — — 2,601 — 2,601 Total equity and partners' capital 86,588 379,785 129,916 (507,100 ) 89,189 Total liabilities, equity and partners' capital $ 330,935 $ 405,835 $ 344,819 $ (715,029 ) $ 366,560 Condensed Consolidating Balance Sheet As of December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets: Cash $ 4,136 $ 5,077 $ 1,201 $ — $ 10,414 Accounts receivable, net — 39,292 2,185 — 41,477 Intercompany receivables 47,951 160,108 — (208,059 ) — Inventories — 19,180 9,159 (368 ) 27,971 Prepaid expenses and other current assets 57 4,282 165 — 4,504 Total current assets 52,144 227,939 12,710 (208,427 ) 84,366 Property, plant and equipment, net 14 164,500 111,941 — 276,455 Goodwill and intangible assets, net — 45,524 — — 45,524 Investment in consolidated affiliates 327,885 — 224,250 (552,135 ) — Other assets 1,553 7,377 — — 8,930 Total assets $ 381,596 $ 445,340 $ 348,901 $ (760,562 ) $ 415,275 Liabilities, Equity and Partners' Capital Current liabilities: Accounts payable $ 56 $ 9,941 $ 1,062 $ — $ 11,059 Intercompany payables — — 208,059 (208,059 ) — Accrued and other current liabilities 1,284 1,910 3,146 — 6,340 Due to sponsor 319 575 431 — 1,325 Current portion of long-term debt 2,000 1,258 — — 3,258 Total current liabilities 3,659 13,684 212,698 (208,059 ) 21,982 Long-term debt 241,117 5,666 — — 246,783 Asset retirement obligations — 1,935 5,131 — 7,066 Total liabilities 244,776 21,285 217,829 (208,059 ) 275,831 Equity and partners' capital: Partners' capital 136,820 424,055 128,448 (552,503 ) 136,820 Non-controlling interest — — 2,624 — 2,624 Total equity and partners' capital 136,820 424,055 131,072 (552,503 ) 139,444 Total liabilities, equity and partners' capital $ 381,596 $ 445,340 $ 348,901 $ (760,562 ) $ 415,275 Condensed Consolidating Statements of Operations For the Three Months Ended March 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenues $ — $ 56,685 $ 1,345 $ (5,882 ) $ 52,148 Cost of goods sold (including depreciation, depletion and amortization) — 56,324 1,944 (5,588 ) 52,680 Gross profit (loss) — 361 (599 ) (294 ) (532 ) Operating costs and expenses: General and administrative expenses 2,340 10,811 452 — 13,603 Impairments and other expenses — 33,747 — — 33,747 Accretion of asset retirement obligations — 36 52 — 88 Loss from operations (2,340 ) (44,233 ) (1,103 ) (294 ) (47,970 ) Other income (expense): Loss from consolidated affiliates (45,697 ) — — 45,697 — Interest expense (3,457 ) (37 ) (53 ) — (3,547 ) Net loss (51,494 ) (44,270 ) (1,156 ) 45,403 (51,517 ) Loss attributable to non-controlling interest — — 23 — 23 Net loss attributable to Hi-Crush Partners LP $ (51,494 ) $ (44,270 ) $ (1,133 ) $ 45,403 $ (51,494 ) Condensed Consolidating Statements of Operations For the Three Months Ended March 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenues $ — $ 94,167 $ 19,525 $ (11,581 ) $ 102,111 Cost of goods sold (including depreciation, depletion and amortization) — 69,290 10,380 (11,031 ) 68,639 Gross profit — 24,877 9,145 (550 ) 33,472 Operating costs and expenses: General and administrative expenses 2,637 2,963 618 — 6,218 Accretion of asset retirement obligations — 34 49 — 83 Income (loss) from operations (2,637 ) 21,880 8,478 (550 ) 27,171 Other income (expense): Earnings from consolidated affiliates 29,580 — — (29,580 ) — Interest expense (3,258 ) (26 ) (33 ) — (3,317 ) Net income 23,685 21,854 8,445 (30,130 ) 23,854 Income attributable to non-controlling interest — — (169 ) — (169 ) Net income attributable to Hi-Crush Partners LP $ 23,685 $ 21,854 $ 8,276 $ (30,130 ) $ 23,685 Condensed Consolidating Statements of Cash Flows For the Three Months Ended March 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ (285 ) $ 4,946 $ (1,322 ) $ (4,496 ) $ (1,157 ) Investing activities: Capital expenditures for property, plant and equipment — (1,819 ) (37 ) — (1,856 ) Net cash used in investing activities — (1,819 ) (37 ) — (1,856 ) Financing activities: Repayment of long-term debt (500 ) (1,258 ) — — (1,758 ) Advances to parent, net — (5,000 ) 504 4,496 — Loan origination costs (3 ) — — — (3 ) Net cash provided by (used in) financing activities (503 ) (6,258 ) 504 4,496 (1,761 ) Net decrease in cash (788 ) (3,131 ) (855 ) — (4,774 ) Cash: Beginning of period 4,136 5,077 1,201 — 10,414 End of period $ 3,348 $ 1,946 $ 346 $ — $ 5,640 Condensed Consolidating Statements of Cash Flows For the Three Months Ended March 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net cash provided by operating activities $ 14,582 $ 26,383 $ 14,835 $ (19,493 ) $ 36,307 Investing activities: Capital expenditures for property, plant and equipment — (15,977 ) (5,795 ) — (21,772 ) Net cash used in investing activities — (15,977 ) (5,795 ) — (21,772 ) Financing activities: Proceeds from issuance of long-term debt 25,000 — — — 25,000 Repayment of long-term debt (13,000 ) — — — (13,000 ) Advances to parent, net — (11,050 ) (8,443 ) 19,493 — Loan origination costs (13 ) — — — (13 ) Distributions paid (26,255 ) — — — (26,255 ) Net cash used in financing activities (14,268 ) (11,050 ) (8,443 ) 19,493 (14,268 ) Net increase (decrease) in cash 314 (644 ) 597 — 267 Cash: Beginning of period 308 3,490 848 — 4,646 End of period $ 622 $ 2,846 $ 1,445 $ — $ 4,913 |