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 Blair 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 $ 466 $ — $ 5,760 Accounts receivable, net — 33,471 — — 33,471 Intercompany receivables 43,455 164,474 — (207,929 ) — Inventories — 12,852 9,814 (664 ) 22,002 Prepaid expenses and other current assets 497 4,846 449 — 5,792 Total current assets 47,300 217,589 10,729 (208,593 ) 67,025 Property, plant and equipment, net 13 170,117 236,173 — 406,303 Goodwill and intangible assets, net — 11,359 — — 11,359 Investment in consolidated affiliates 278,626 — 224,250 (502,876 ) — Other assets 1,436 6,770 825 — 9,031 Total assets $ 327,375 $ 405,835 $ 471,977 $ (711,469 ) $ 493,718 Liabilities, Equity and Partners' Capital Current liabilities: Accounts payable $ 354 $ 11,996 $ 8,175 $ — $ 20,525 Intercompany payables — — 207,929 (207,929 ) — Accrued and other current liabilities 1,102 3,394 2,879 — 7,375 Due to sponsor — 3,021 116,835 — 119,856 Current portion of long-term debt 2,000 816 — — 2,816 Total current liabilities 3,456 19,227 335,818 (207,929 ) 150,572 Long-term debt 240,891 4,851 — — 245,742 Asset retirement obligations — 1,972 5,182 — 7,154 Total liabilities 244,347 26,050 341,000 (207,929 ) 403,468 Equity and partners' capital: Partners' capital 83,028 379,785 123,755 (503,540 ) 83,028 Non-controlling interest — — 7,222 — 7,222 Total equity and partners' capital 83,028 379,785 130,977 (503,540 ) 90,250 Total liabilities, equity and partners' capital $ 327,375 $ 405,835 $ 471,977 $ (711,469 ) $ 493,718 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 $ 1,841 $ — $ 11,054 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 4,282 501 — 4,840 Total current assets 52,144 227,939 13,686 (208,427 ) 85,342 Property, plant and equipment, net 14 164,500 228,998 — 393,512 Goodwill and intangible assets, net — 45,524 — — 45,524 Investment in consolidated affiliates 325,161 — 224,250 (549,411 ) — Other assets 1,553 7,377 900 — 9,830 Total assets $ 378,872 $ 445,340 $ 467,834 $ (757,838 ) $ 534,208 Liabilities, Equity and Partners' Capital Current liabilities: Accounts payable $ 56 $ 9,941 $ 14,240 $ — $ 24,237 Intercompany payables — — 208,059 (208,059 ) — Accrued and other current liabilities 1,284 1,910 3,235 — 6,429 Due to sponsor 319 575 105,852 — 106,746 Current portion of long-term debt 2,000 1,258 — — 3,258 Total current liabilities 3,659 13,684 331,386 (208,059 ) 140,670 Long-term debt 241,117 5,666 — — 246,783 Asset retirement obligations — 1,935 5,131 — 7,066 Total liabilities 244,776 21,285 336,517 (208,059 ) 394,519 Equity and partners' capital: Partners' capital 134,096 424,055 125,724 (549,779 ) 134,096 Non-controlling interest — — 5,593 — 5,593 Total equity and partners' capital 134,096 424,055 131,317 (549,779 ) 139,689 Total liabilities, equity and partners' capital $ 378,872 $ 445,340 $ 467,834 $ (757,838 ) $ 534,208 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 $ 1,378 $ (5,915 ) $ 52,148 Cost of goods sold (including depreciation, depletion and amortization) — 56,324 2,021 (5,621 ) 52,724 Gross profit (loss) — 361 (643 ) (294 ) (576 ) Operating costs and expenses: General and administrative expenses 2,340 10,811 1,210 — 14,361 Impairments and other expenses — 33,747 — — 33,747 Accretion of asset retirement obligations — 36 52 — 88 Loss from operations (2,340 ) (44,233 ) (1,905 ) (294 ) (48,772 ) Other income (expense): Loss from consolidated affiliates (46,533 ) — — 46,533 — Interest expense (3,457 ) (37 ) (87 ) — (3,581 ) Net loss (52,330 ) (44,270 ) (1,992 ) 46,239 (52,353 ) Loss attributable to non-controlling interest — — 23 — 23 Net loss attributable to Hi-Crush Partners LP $ (52,330 ) $ (44,270 ) $ (1,969 ) $ 46,239 $ (52,330 ) 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 2,963 996 — 6,596 Accretion of asset retirement obligations — 34 49 — 83 Income (loss) from operations (2,637 ) 21,880 8,100 (550 ) 26,793 Other income (expense): Earnings from consolidated affiliates 29,202 — — (29,202 ) — Interest expense (3,258 ) (26 ) (33 ) — (3,317 ) Net income 23,307 21,854 8,067 (29,752 ) 23,476 Income attributable to non-controlling interest — — (169 ) — (169 ) Net income attributable to Hi-Crush Partners LP $ 23,307 $ 21,854 $ 7,898 $ (29,752 ) $ 23,307 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 $ (2,275 ) $ (4,496 ) $ (2,110 ) Investing activities: Capital expenditures for property, plant and equipment — (1,819 ) (11,305 ) — (13,124 ) Net cash used in investing activities — (1,819 ) (11,305 ) — (13,124 ) Financing activities: Repayment of long-term debt (500 ) (1,258 ) — — (1,758 ) Advances to parent, net — (5,000 ) 504 4,496 — Affiliate financing, net — — 11,701 — 11,701 Loan origination costs (3 ) — — — (3 ) Net cash provided by (used in) financing activities (503 ) (6,258 ) 12,205 4,496 9,940 Net decrease in cash (788 ) (3,131 ) (1,375 ) — (5,294 ) Cash: Beginning of period 4,136 5,077 1,841 — 11,054 End of period $ 3,348 $ 1,946 $ 466 $ — $ 5,760 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 $ 17,025 $ (19,493 ) $ 38,497 Investing activities: Capital expenditures for property, plant and equipment — (15,977 ) (21,414 ) — (37,391 ) Net cash used in investing activities — (15,977 ) (21,414 ) — (37,391 ) 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 — Affiliate financing, net — — 13,364 — 13,364 Loan origination costs (13 ) — — — (13 ) Distributions paid (26,255 ) — — — (26,255 ) Net cash used in financing activities (14,268 ) (11,050 ) 4,921 19,493 (904 ) Net increase (decrease) in cash 314 (644 ) 532 — 202 Cash: Beginning of period 308 3,490 1,011 — 4,809 End of period $ 622 $ 2,846 $ 1,543 $ — $ 5,011 | 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 June 30, 2016 , the guarantors were our sole subsidiaries, other than Hi-Crush Finance Corp., Hi-Crush Augusta Acquisition Co. LLC, Hi-Crush Blair 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 June 30, 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 June 30, 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 June 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets: Cash $ 37,011 $ 2,477 $ 174 $ — $ 39,662 Accounts receivable, net — 23,775 — — 23,775 Intercompany receivables 53,558 155,962 — (209,520 ) — Inventories — 15,969 12,859 (817 ) 28,011 Prepaid expenses and other current assets 422 6,270 421 — 7,113 Total current assets 90,991 204,453 13,454 (210,337 ) 98,561 Property, plant and equipment, net 11 170,950 237,258 — 408,219 Goodwill and intangible assets, net — 10,938 — — 10,938 Investment in consolidated affiliates 273,774 — 224,250 (498,024 ) — Other assets 1,109 6,264 750 — 8,123 Total assets $ 365,885 $ 392,605 $ 475,712 $ (708,361 ) $ 525,841 Liabilities, Equity and Partners' Capital Current liabilities: Accounts payable $ 428 $ 6,964 $ 8,085 $ — $ 15,477 Intercompany payables — — 209,520 (209,520 ) — Accrued and other current liabilities 1,006 1,900 1,942 — 4,848 Due to sponsor (4 ) 1,101 120,152 — 121,249 Current portion of long-term debt 2,000 917 — — 2,917 Total current liabilities 3,430 10,882 339,699 (209,520 ) 144,491 Long-term debt 188,166 4,074 — — 192,240 Asset retirement obligations — 2,008 5,611 — 7,619 Total liabilities 191,596 16,964 345,310 (209,520 ) 344,350 Equity and partners' capital: Partners' capital 174,289 375,641 123,200 (498,841 ) 174,289 Non-controlling interest — — 7,202 — 7,202 Total equity and partners' capital 174,289 375,641 130,402 (498,841 ) 181,491 Total liabilities, equity and partners' capital $ 365,885 $ 392,605 $ 475,712 $ (708,361 ) $ 525,841 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 $ 1,841 $ — $ 11,054 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 4,282 501 — 4,840 Total current assets 52,144 227,939 13,686 (208,427 ) 85,342 Property, plant and equipment, net 14 164,500 228,998 — 393,512 Goodwill and intangible assets, net — 45,524 — — 45,524 Investment in consolidated affiliates 325,161 — 224,250 (549,411 ) — Other assets 1,553 7,377 900 — 9,830 Total assets $ 378,872 $ 445,340 $ 467,834 $ (757,838 ) $ 534,208 Liabilities, Equity and Partners' Capital Current liabilities: Accounts payable $ 56 $ 9,941 $ 14,240 $ — $ 24,237 Intercompany payables — — 208,059 (208,059 ) — Accrued and other current liabilities 1,284 1,910 3,235 — 6,429 Due to sponsor 319 575 105,852 — 106,746 Current portion of long-term debt 2,000 1,258 — — 3,258 Total current liabilities 3,659 13,684 331,386 (208,059 ) 140,670 Long-term debt 241,117 5,666 — — 246,783 Asset retirement obligations — 1,935 5,131 — 7,066 Total liabilities 244,776 21,285 336,517 (208,059 ) 394,519 Equity and partners' capital: Partners' capital 134,096 424,055 125,724 (549,779 ) 134,096 Non-controlling interest — — 5,593 — 5,593 Total equity and partners' capital 134,096 424,055 131,317 (549,779 ) 139,689 Total liabilities, equity and partners' capital $ 378,872 $ 445,340 $ 467,834 $ (757,838 ) $ 534,208 Condensed Consolidating Statements of Operations For the Three Months Ended June 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenues $ — $ 42,444 $ 7,310 $ (11,325 ) $ 38,429 Cost of goods sold (including depreciation, depletion and amortization) — 43,716 6,423 (11,171 ) 38,968 Gross profit (loss) — (1,272 ) 887 (154 ) (539 ) Operating costs and expenses: General and administrative expenses 2,188 2,669 1,196 — 6,053 Impairments and other expenses — 95 7 — 102 Accretion of asset retirement obligations — 37 55 — 92 Loss from operations (2,188 ) (4,073 ) (371 ) (154 ) (6,786 ) Other income (expense): Loss from consolidated affiliates (4,853 ) — — 4,853 — Interest expense (3,697 ) (71 ) (204 ) — (3,972 ) Net loss (10,738 ) (4,144 ) (575 ) 4,699 (10,758 ) Loss attributable to non-controlling interest — — 20 — 20 Net loss attributable to Hi-Crush Partners LP $ (10,738 ) $ (4,144 ) $ (555 ) $ 4,699 $ (10,738 ) For the Six Months Ended June 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenues $ — $ 99,129 $ 8,688 $ (17,240 ) $ 90,577 Cost of goods sold (including depreciation, depletion and amortization) — 100,040 8,444 (16,792 ) 91,692 Gross profit (loss) — (911 ) 244 (448 ) (1,115 ) Operating costs and expenses: General and administrative expenses 4,528 13,480 2,406 — 20,414 Impairments and other expenses — 33,842 7 — 33,849 Accretion of asset retirement obligations — 73 107 — 180 Loss from operations (4,528 ) (48,306 ) (2,276 ) (448 ) (55,558 ) Other income (expense): Loss from consolidated affiliates (51,386 ) — — 51,386 — Interest expense (7,154 ) (108 ) (291 ) — (7,553 ) Net loss (63,068 ) (48,414 ) (2,567 ) 50,938 (63,111 ) Loss attributable to non-controlling interest — — 43 — 43 Net loss attributable to Hi-Crush Partners LP $ (63,068 ) $ (48,414 ) $ (2,524 ) $ 50,938 $ (63,068 ) Condensed Consolidating Statements of Operations For the Three Months Ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenues $ — $ 82,260 $ 8,346 $ (6,648 ) $ 83,958 Cost of goods sold (including depreciation, depletion and amortization) — 64,681 7,695 (8,678 ) 63,698 Gross profit — 17,579 651 2,030 20,260 Operating costs and expenses: General and administrative expenses 2,218 2,841 1,776 — 6,835 Accretion of asset retirement obligations — 34 50 — 84 Income (loss) from operations (2,218 ) 14,704 (1,175 ) 2,030 13,341 Other income (expense): Earnings from consolidated affiliates 15,552 — — (15,552 ) — Interest expense (2,975 ) (3 ) (6 ) — (2,984 ) Net income (loss) 10,359 14,701 (1,181 ) (13,522 ) 10,357 Loss attributable to non-controlling interest — — 2 — 2 Net income (loss) attributable to Hi-Crush Partners LP $ 10,359 $ 14,701 $ (1,179 ) $ (13,522 ) $ 10,359 For the Six Months Ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenues $ — $ 176,427 $ 27,871 $ (18,229 ) $ 186,069 Cost of goods sold (including depreciation, depletion and amortization) — 133,971 18,075 (19,709 ) 132,337 Gross profit — 42,456 9,796 1,480 53,732 Operating costs and expenses: General and administrative expenses 4,855 5,804 2,772 — 13,431 Accretion of asset retirement obligations — 68 99 — 167 Income (loss) from operations (4,855 ) 36,584 6,925 1,480 40,134 Other income (expense): Earnings from consolidated affiliates 44,754 — — (44,754 ) — Interest expense (6,233 ) (29 ) (39 ) — (6,301 ) Net income 33,666 36,555 6,886 (43,274 ) 33,833 Income attributable to non-controlling interest — — (167 ) — (167 ) Net income attributable to Hi-Crush Partners LP $ 33,666 $ 36,555 $ 6,719 $ (43,274 ) $ 33,666 Condensed Consolidating Statements of Cash Flows For the Six Months Ended June 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ (14,683 ) $ 6,874 $ (2,373 ) $ 5,607 $ (4,575 ) Investing activities: Capital expenditures for property, plant and equipment — (11,342 ) (18,445 ) — (29,787 ) Net cash used in investing activities — (11,342 ) (18,445 ) — (29,787 ) Financing activities: Proceeds from equity issuance 101,186 — — — 101,186 Repayment of long-term debt (53,500 ) (1,934 ) — — (55,434 ) Advances from (to) parent, net — 3,802 1,805 (5,607 ) — Loan origination costs (128 ) — — — (128 ) Affiliate financing, net — — 17,346 — 17,346 Net cash provided by (used in) financing activities 47,558 1,868 19,151 (5,607 ) 62,970 Net increase (decrease) in cash 32,875 (2,600 ) (1,667 ) — 28,608 Cash: Beginning of period 4,136 5,077 1,841 — 11,054 End of period $ 37,011 $ 2,477 $ 174 $ — $ 39,662 For the Six Months Ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net cash provided by operating activities $ 16,860 $ 47,556 $ 19,278 $ (25,992 ) $ 57,702 Investing activities: Capital expenditures for property, plant and equipment — (28,758 ) (37,471 ) — (66,229 ) Net cash used in investing activities — (28,758 ) (37,471 ) — (66,229 ) Financing activities: Proceeds from issuance of long-term debt 50,000 — — — 50,000 Repayment of long-term debt (13,500 ) — — — (13,500 ) Advances to parent, net — (17,300 ) (8,692 ) 25,992 — Loan origination costs (101 ) — — — (101 ) Affiliate financing, net — — 26,855 — 26,855 Distributions paid (52,516 ) — — — (52,516 ) Net cash used in financing activities (16,117 ) (17,300 ) 18,163 25,992 10,738 Net increase in cash 743 1,498 (30 ) — 2,211 Cash: Beginning of period 308 3,490 1,011 — 4,809 End of period $ 1,051 $ 4,988 $ 981 $ — $ 7,020 | 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 December 31, 2015 , the guarantors were our sole subsidiaries, other than: Hi-Crush Finance Corp., Hi-Crush Augusta Acquisition Co. LLC, Hi-Crush Blair 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 December 31, 2015 , 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 December 31, 2015 , 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 December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets: Cash $ 4,136 $ 5,077 $ 1,841 $ — $ 11,054 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 4,282 501 — 4,840 Total current assets 52,144 227,939 13,686 (208,427 ) 85,342 Property, plant and equipment, net 14 164,500 228,998 — 393,512 Goodwill and intangible assets, net — 45,524 — — 45,524 Investment in consolidated affiliates 325,161 — 224,250 (549,411 ) — Other assets 5,907 7,377 900 — 14,184 Total assets $ 383,226 $ 445,340 $ 467,834 $ (757,838 ) $ 538,562 Liabilities, Equity and Partners' Capital Current liabilities: Accounts payable $ 56 $ 9,941 $ 14,240 $ — $ 24,237 Intercompany payables — — 208,059 (208,059 ) — Accrued and other current liabilities 1,284 1,910 3,235 — 6,429 Due to sponsor 319 575 105,852 — 106,746 Current portion of long-term debt 2,000 1,258 — — 3,258 Total current liabilities 3,659 13,684 331,386 (208,059 ) 140,670 Long-term debt 245,471 5,666 — — 251,137 Asset retirement obligations — 1,935 5,131 — 7,066 Total liabilities 249,130 21,285 336,517 (208,059 ) 398,873 Equity and partners' capital: Partners' capital 134,096 424,055 125,724 (549,779 ) 134,096 Non-controlling interest — — 5,593 — 5,593 Total equity and partners' capital 134,096 424,055 131,317 (549,779 ) 139,689 Total liabilities, equity and partners' capital $ 383,226 $ 445,340 $ 467,834 $ (757,838 ) $ 538,562 Condensed Consolidating Balance Sheet As of December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets: Cash $ 308 $ 3,490 $ 1,011 $ — $ 4,809 Restricted cash — 691 — — 691 Accounts receivable, net — 71,504 10,613 — 82,117 Intercompany receivables 88,621 120,401 — (209,022 ) — Inventories — 18,828 6,521 (1,665 ) 23,684 Prepaid expenses and other current assets 277 3,802 2,479 — 6,558 Total current assets 89,206 218,716 20,624 (210,687 ) 117,859 Property, plant and equipment, net 23 136,240 148,131 — 284,394 Goodwill and intangible assets, net — 66,750 — — 66,750 Investment in consolidated affiliates 277,238 — 224,250 (501,488 ) — Other assets 7,511 5,315 — — 12,826 Total assets $ 373,978 $ 427,021 $ 393,005 $ (712,175 ) $ 481,829 Liabilities, Equity and Partners' Capital Current liabilities: Accounts payable $ 151 $ 21,401 $ 4,496 $ — $ 26,048 Intercompany payables — — 209,021 (209,021 ) — Accrued and other current liabilities 513 6,236 5,500 — 12,249 Due to sponsor 769 11,978 45,173 — 57,920 Current portion of long-term debt 2,000 — — — 2,000 Total current liabilities 3,433 39,615 264,190 (209,021 ) 98,217 Long-term debt 194,688 3,676 — — 198,364 Asset retirement obligations — 1,799 4,931 — 6,730 Total liabilities 198,121 45,090 269,121 (209,021 ) 303,311 Equity and partners' capital: Partners' capital 175,857 381,931 121,223 (503,154 ) 175,857 Non-controlling interest — — 2,661 — 2,661 Total equity and partners' capital 175,857 381,931 123,884 (503,154 ) 178,518 Total liabilities, equity and partners' capital $ 373,978 $ 427,021 $ 393,005 $ (712,175 ) $ 481,829 Condensed Consolidating Statements of Operations For the Year Ended December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenues $ — $ 324,703 $ 44,085 $ (29,148 ) $ 339,640 Cost of goods sold (including depreciation, depletion and amortization) — 257,970 33,846 (30,445 ) 261,371 Gross profit — 66,733 10,239 1,297 78,269 Operating costs and expenses: General and administrative expenses 8,717 11,201 4,972 — 24,890 Impairments and other expenses — 25,489 170 — 25,659 Accretion of asset retirement obligations — 136 200 — 336 Other operating income — (12,310 ) — — (12,310 ) Income (loss) from operations (8,717 ) 42,217 4,897 1,297 39,694 Other income (expense): Earnings (loss) from consolidated affiliates 47,922 — — (47,922 ) — Interest expense (13,559 ) (93 ) (251 ) — (13,903 ) Net income (loss) 25,646 42,124 4,646 (46,625 ) 25,791 Income attributable to non-controlling interest — — (145 ) — (145 ) Net income (loss) attributable to Hi-Crush Partners LP $ 25,646 $ 42,124 $ 4,501 $ (46,625 ) $ 25,646 Condensed Consolidating Statements of Operations For the Year Ended December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenues $ — $ 336,463 $ 89,208 $ (39,124 ) $ 386,547 Cost of goods sold (including depreciation, depletion and amortization) — 225,728 39,523 (39,267 ) 225,984 Gross profit — 110,735 49,685 143 160,563 Operating costs and expenses: General and administrative expenses 13,624 10,883 1,944 — 26,451 Accretion of asset retirement obligations — 126 120 — 246 Income (loss) from operations (13,624 ) 99,726 47,621 143 133,866 Other income (expense): Earnings (loss) from consolidated affiliates 146,339 — — (146,339 ) — Interest expense (9,750 ) (62 ) (134 ) — (9,946 ) Net income (loss) 122,965 99,664 47,487 (146,196 ) 123,920 Income attributable to non-controlling interest — — (955 ) — (955 ) Net income (loss) attributable to Hi-Crush Partners LP $ 122,965 $ 99,664 $ 46,532 $ (146,196 ) $ 122,965 Condensed Consolidating Statements of Operations For the Year Ended December 31, 2013 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenues $ — $ 141,742 $ 41,630 $ (4,402 ) $ 178,970 Cost of goods sold (including depreciation, depletion and amortization) — 74,539 24,798 (3,453 ) 95,884 Gross profit — 67,203 16,832 (949 ) 83,086 Operating costs and expenses: General and administrative expenses 9,729 6,476 2,891 — 19,096 Impairments and other expenses — 47 — — 47 Accretion of asset retirement obligations — 117 111 — 228 Income (loss) from operations (9,729 ) 60,563 13,830 (949 ) 63,715 Other income (expense): Earnings (loss) from consolidated affiliates 72,984 — — (72,984 ) — Interest expense (3,485 ) (37 ) (149 ) — (3,671 ) Net income (loss) 59,770 60,526 13,681 (73,933 ) 60,044 Income attributable to non-controlling interest — — (274 ) — (274 ) Net income (loss) attributable to Hi-Crush Partners LP $ 59,770 $ 60,526 $ 13,407 $ (73,933 ) $ 59,770 Condensed Consolidating Statements of Cash Flows For the Year Ended December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net cash provided by operating activities $ 23,403 $ 85,781 $ 15,134 $ (40,669 ) $ 83,649 Investing activities: Capital expenditures for property, plant and equipment — (48,158 ) (73,200 ) — (121,358 ) Restricted cash, net — 691 — — 691 Net cash used in investing activities — (47,467 ) (73,200 ) — (120,667 ) Financing activities: Proceeds from issuance of long-term debt 65,000 — — — 65,000 Repayment of long-term debt (14,500 ) (428 ) — — (14,928 ) Proceeds from unit purchase program participants 403 — — — 403 Affiliate financing, net — — 63,266 — 63,266 Advances to parent, net — (36,299 ) (4,370 ) 40,669 — Loan origination costs (406 ) — — — (406 ) Distributions paid (70,072 ) — — — (70,072 ) Net cash provided by (used in) financing activities (19,575 ) (36,727 ) 58,896 40,669 43,263 Net increase in cash 3,828 1,587 830 — 6,245 Cash: Beginning of period 308 3,490 1,011 — 4,809 End of period $ 4,136 $ 5,077 $ 1,841 $ — $ 11,054 Condensed Consolidating Statements of Cash Flows For the Year Ended December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net cash provided by operating activities $ 68,139 $ 82,840 $ 41,790 $ (88,504 ) $ 104,265 Investing activities: Capital expenditures for property, plant and equipment (20 ) (15,191 ) (66,970 ) — (82,181 ) Acquisition of Hi-Crush Augusta LLC — — (224,250 ) — (224,250 ) Net cash used in investing activities (20 ) (15,191 ) (291,220 ) — (306,431 ) Financing activities: Proceeds from issuance of long-term debt 198,000 — — — 198,000 Repayment of long-term debt (139,750 ) — — — (139,750 ) Proceeds from equity issuance, net 170,693 — — — 170,693 Affiliate financing, net — — 41,984 — 41,984 Advances to parent, net (224,250 ) (68,150 ) 212,550 79,850 — Loan origination costs (7,120 ) — — — (7,120 ) Redemption of common units (19 ) — — — (19 ) Distributions paid (77,421 ) — (8,654 ) 8,654 (77,421 ) Net cash provided by (used in) financing activities (79,867 ) (68,150 ) 245,880 88,504 186,367 Net decrease in cash (11,748 ) (501 ) (3,550 ) — (15,799 ) Cash: Beginning of period 12,056 3,991 4,561 — 20,608 End of period $ 308 $ 3,490 $ 1,011 $ — $ 4,809 Condensed Consolidating Statements of Cash Flows For the Year Ended December 31, 2013 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net cash provided by operating activities $ 55,252 $ 44,503 $ 11,476 $ (46,908 ) $ 64,323 Investing activities: Capital expenditures for property, plant and equipment — (6,260 ) (4,370 ) — (10,630 ) Investment in Hi-Crush Augusta LLC (37,500 ) — — 37,500 — Acquisition of D&I Silica LLC, net (94,955 ) — — — (94,955 ) Net cash used in investing activities (132,455 ) (6,260 ) (4,370 ) 37,500 (105,585 ) Financing activities: Proceeds from issuance of long-term debt 138,250 — — — 138,250 Repayment of long-term debt — — (33,250 ) — (33,250 ) Affiliate financing, net 5,615 — 9,092 (9,092 ) 5,615 Advances to parent, net — (44,750 ) — 44,750 — Issuance of preferred units to parent — — 37,500 (37,500 ) — Loan origination costs (829 ) — — — (829 ) Distributions paid (53,777 ) — (15,887 ) 11,250 (58,414 ) Net cash provided by (used in) financing activities 89,259 (44,750 ) (2,545 ) 9,408 51,372 Net increase (decrease) in cash 12,056 (6,507 ) 4,561 — 10,110 Cash: Beginning of period — 10,498 — — 10,498 End of period $ 12,056 $ 3,991 $ 4,561 $ — $ 20,608 |