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8-K - FORM 8-K - U.S. SILICA HOLDINGS, INC.d576674d8k.htm

Exhibit 99.1

 

LOGO

News Release

U.S. Silica Holdings, Inc. Reaffirms Guidance, Announces Second Quarter 2013 Results and Declares Quarterly Dividend

 

   

Record revenue of $129.8 million increased 24% over the second quarter of 2012

 

   

Oil and gas volumes increased 44% over the same period in 2012

 

   

Company reaffirming full-year Adjusted EBITDA guidance of $165 million to $175 million

 

   

Declares regular quarterly cash dividend of $0.125 per share

 

   

Announces initial investment in new Greenfield site

Frederick, Md., July 31, 2013 – U.S. Silica Holdings, Inc. (NYSE: SLCA) today announced net income of $20.2 million or $0.38 per basic and diluted share for the second quarter ended June 30, 2013 compared with net income of $19.5 million or $0.37 per basic share and $0.36 per diluted share for the same period in 2012.

“We are extremely pleased with our second quarter performance, again delivering Adjusted EBITDA at the high end of our guidance range,” said Bryan Shinn, president and chief executive officer.For the Company as a whole, the bottom line is that our business is very strong, and we expect robust second half performance, driven by record oil and gas demand and continued margin expansion in our industrials business.”

Second Quarter 2013 Highlights

Total Company

 

   

Revenue totaled $129.8 million compared with $104.6 million for the same period in 2012, an improvement of 24.1%. The increase was driven primarily by additional volumes in the oil and gas segment, including initial contributions from the Company’s new frac sand facility in Sparta, WI.

 

   

Overall volumes increased to 2.0 million tons, an increase of 14.9% over the second quarter of 2012.

 

   

Adjusted EBITDA was $41.0 million or 32% of revenue compared with $37.1 million or 35% of revenue for the same period last year.

Oil and Gas

 

   

Revenue for the quarter totaled $77.7 million compared with $54.5 million in the same period in 2012.

 

   

Segment contribution margin was $35.5 million versus $33.3 million in the second quarter of 2012.

 

   

Tons sold totaled 988,120 versus 684,992 sold in the second quarter of 2012.

Industrial and Specialty Products

 

   

Revenue for the quarter totaled $52.1 million compared with $50.1 million for the same period in 2012.

 

   

Segment contribution margin was $15.3 million versus $14.0 million in the second quarter of 2012. The increase in contribution margin was driven largely by a richer mix of value-added products sold during the quarter.

 

   

Tons sold totaled 1,060,448 compared with 1,098,425 sold in the second quarter of 2012.


Capital Update

As of June 30, 2013, the Company had $47.1 million in cash and cash equivalents and $33.1 million available under its credit facilities. Total outstanding debt at June 30, 2013 totaled $261.1 million. Capital expenditures in the second quarter totaled $8.5 million and were associated primarily with bringing the second phase of the Sparta, WI, operation online and completing a new, 15,000 ton transload facility in San Antonio, Texas. Subsequent to the end of the quarter, the Company completed the refinancing of its existing senior credit facility with a new, $425 million senior secured credit facility consisting of a new $375 million term loan and a new $50 million revolver.

Quarterly Cash Dividend

The Company’s Board of Directors has declared a regular quarterly cash dividend of $0.125 per share to common shareholders of record at the close of business on September 19, 2013, payable on October 3, 2013. Future declarations of dividends are subject to approval of the Board.

Capital Investment

The Company has made an initial investment in a new Greenfield site near Utica, Illinois with an annual capacity of approximately 1.5 million tons of raw frac sand. The Company is working with a third-party to develop the mine and construct a wet processing plant along with drying and screening operations. Site work is currently underway and the new mine and plant are expected to come online in the first quarter of 2014.

Outlook and Guidance

For the full year, 2013, the Company is reaffirming its guidance for Adjusted EBITDA in the range of $165 million to $175 million and is raising its guidance for capital expenditures to a range of $60 to $70 million. The Company anticipates its effective tax rate will be in the range of 27 to 28 percent.

Conference Call

U.S. Silica will host a conference call for investors tomorrow, August 1, 2013 at 10:00 a.m. Eastern Time to discuss these results. Hosting the call will be Bryan Shinn, President and Chief Executive Officer and Don Merril, Vice President and Chief Financial Officer. Investors are invited to listen to a live webcast of the conference call by visiting the “Investor Resources” section of the Company’s website at www.ussilica.com. The webcast will be archived for one year. The call can also be accessed live over the telephone by dialing (877) 705-6003 or for international callers, (201) 493-6725. A replay will be available shortly after the call and can be accessed by dialing (877) 870-5176, or for international callers, (858) 384-5517. The Passcode for the replay is 417446. The replay of the call will be available through August 29, 2013.

About U.S. Silica

U.S. Silica Holdings, Inc., a member of the Russell 2000, is the second largest domestic producer of commercial silica, a specialized mineral that is a critical input into the oil and gas proppants end market. The company also processes ground and unground silica sand for a variety of industrial and specialty products end markets such as glass, fiberglass, foundry molds, municipal filtration and recreational uses. During its 100-plus year history, U.S. Silica Holdings, Inc. has developed core competencies in mining, processing, logistics and materials science that enable it to produce and cost-effectively deliver over 250 products to customers across these end markets. U.S. Silica Holdings, Inc. is headquartered in Frederick, MD.

Forward-looking Statements

Certain statements in this press release are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and speak only as of this date. Forward-looking statements made include any statement that does not directly relate to any historical or current fact and may include, but are not limited to, statements regarding U.S. Silica’s growth opportunities, strategy, future financial results, forecasts, projections, plans and capital expenditures, and the commercial silica industry. Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties


and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Among these factors are: (1) fluctuations in demand for commercial silica; (2) the cyclical nature of our customers’ businesses; (3) operating risks that are beyond our control; (4) federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing; (5) our ability to implement our capacity expansion plans within our current timetable and budget; (6) loss of, or reduction in, business from our largest customers; (7) increasing costs or a lack of dependability or availability of transportation services or infrastructure; (8) our substantial indebtedness and pension obligations; (9) our ability to attract and retain key personnel; (10) silica-related health issues and corresponding litigation; (11) seasonal and severe weather conditions; and (12) extensive and evolving environmental, mining, health and safety, licensing, reclamation and other regulation (and changes in their enforcement or interpretation). Additional information concerning these and other factors can be found in U.S. Silica’s filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.


U.S. SILICA HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

     Three Months Ended June 30,  
     2013     2012  
     (in thousands, except per share amounts)  

Sales

   $ 129,828      $ 104,599   

Cost of goods sold (excluding depreciation, depletion and amortization)

     80,297        58,920   

Operating expenses

    

Selling, general and administrative

     10,099        9,718   

Depreciation, depletion and amortization

     8,890        5,974   
  

 

 

   

 

 

 
     18,989        15,692   
  

 

 

   

 

 

 

Operating income

     30,542        29,987   

Other (expense) income

    

Interest expense

     (3,535     (3,428

Other income, net, including interest income

     63        179   
  

 

 

   

 

 

 
     (3,472     (3,249
  

 

 

   

 

 

 

Income before income taxes

     27,070        26,738   

Income tax expense

     (6,878     (7,287
  

 

 

   

 

 

 

Net income

   $ 20,192      $ 19,451   
  

 

 

   

 

 

 

Earnings per share:

    

Basic

   $ 0.38      $ 0.37   

Diluted

   $ 0.38      $ 0.36   


U.S. SILICA HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

     June 30,
2013
    December 31,
2012
 
     (in thousands)  
ASSETS     

Current Assets:

    

Cash and cash equivalents

   $ 47,068      $ 61,022   

Accounts receivable, net

     61,784        59,564   

Inventories, net

     52,190        39,835   

Prepaid expenses and other current assets

     7,668        6,738   

Deferred income tax, net

     10,141        10,108   

Income tax deposits, net

     1,881        —     
  

 

 

   

 

 

 

Total current assets

     180,732        177,267   
  

 

 

   

 

 

 

Property, plant and mine development, net

     429,364        414,218   

Debt issuance costs, net

     1,849        2,111   

Goodwill

     68,403        68,403   

Trade names

     10,436        10,436   

Customer relationships, net

     6,325        6,531   

Other assets

     8,369        7,844   
  

 

 

   

 

 

 

Total assets

   $ 705,478      $ 686,810   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current Liabilities:

    

Book overdraft

   $ 5,013      $ 5,390   

Accounts payable

     30,711        37,333   

Dividends payable

     6,634        —     

Accrued liabilities

     9,178        9,481   

Accrued interest

     148        2   

Current portion of capital lease

     364        —     

Current portion of long-term debt

     2,434        2,433   

Short-term debt

     6,866        —     

Income tax payable

     —          20,596   

Current portion of deferred revenue

     570        4,855   
  

 

 

   

 

 

 

Total current liabilities

     61,918        80,090   
  

 

 

   

 

 

 

Long-term debt

     251,774        252,992   

Liability for pension and other post-retirement benefits

     52,019        52,747   

Deferred income tax, net

     62,200        59,111   

Other long-term obligations

     10,531        10,176   
  

 

 

   

 

 

 

Total liabilities

     438,442        455,116   

Commitments and contingencies

    

Stockholders’ Equity:

    

Common stock

     530        529   

Preferred stock

     —          —     

Additional paid-in capital

     166,195        163,579   

Retained earnings

     113,566        82,731   

Treasury stock, at cost

     —          (970

Accumulated other comprehensive loss

     (13,255     (14,175
  

 

 

   

 

 

 

Total stockholders’ equity

     267,036        231,694   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 705,478      $ 686,810   
  

 

 

   

 

 

 


Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA is not a measure of our financial performance or liquidity under GAAP and should not be considered as an alternative to net income as a measure of operating performance, cash flows from operating activities as a measure of liquidity or any other performance measure derived in accordance with GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized, and excludes certain non-recurring charges that may recur in the future. Management compensates for these limitations by relying primarily on our GAAP results and by using Adjusted EBITDA only supplementally. Our measure of Adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.

The following table sets forth a reconciliation of net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA.

 

     Three Months Ended June 30,  
     2013      2012  
     (in thousands)  

Net income

   $ 20,192       $ 19,451   

Total interest expense, net of interest income

     3,522         3,383   

Provision for taxes

     6,878         7,287   

Total depreciation, depletion and amortization expenses

     8,890         5,974   
  

 

 

    

 

 

 

EBITDA

     39,482         36,095   

Non-cash incentive compensation(1)

     704         493   

Post-employment expenses (excluding service costs)(2)

     586         404   

Other adjustments allowable under our existing credit agreements(3)

     213         120   
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 40,985       $ 37,112   
  

 

 

    

 

 

 

 

(1) Includes vesting of incentive equity compensation issued to our employees.
(2) Includes net pension cost and net post -retirement cost relating to pension and other post -retirement benefit obligations during the applicable period, but in each case excluding the service cost relating to benefits earned during such period. See Note Q to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
(3) Reflects miscellaneous adjustments permitted under our existing credit agreements, including such items as expenses related to a secondary offering by Golden Gate Capital and reviewing growth initiatives and potential acquisitions.

Investor Contact:

U.S. Silica Holdings, Inc.

Michael Lawson

Director of Investor Relations and Corporate Communications

(301) 682-0304

lawsonm@USSilica.com

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