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8-K - 8-K - Hi-Crush Inc.a63014-earningsrelease8xk.htm
EX-99.2 - EXHIBIT - Hi-Crush Inc.hicrushq2earningsrelease.htm


Exhibit 99.1
            
News Release

Hi-Crush Partners LP Reports Second Quarter 2014 Results

2Q14 Revenues of $83 million vs. $38 million in 2Q13
2Q14 EBITDA of $36 million vs. $17 million in 2Q13
$0.94 earnings per unit before allocations of income to IDRs and Class B units; $0.77 basic earnings per unit
Completed acquisition of substantially all of the remaining equity interests in Hi-Crush Augusta LLC

Houston, Texas, August 5, 2014 - Hi-Crush Partners LP (NYSE: HCLP), “Hi-Crush” or the “Partnership”, today reported second quarter results. Net income for the quarter was $29.5 million. The limited partners' interest in net income of $30.5 million for the second quarter of 2014 represents earnings of $0.94 per basic weighted average common and subordinated unit outstanding during the period. For purposes of calculating earnings per unit, $5.6 million of limited partners' interest in net income was allocated to the holder of incentive distribution rights and the Class B units, resulting in reported basic earnings per unit of $0.77 per common and subordinated unit.

The Partnership reported earnings before interest, taxes and depreciation and amortization (“EBITDA”) of $35.6 million for the second quarter of 2014. Distributable cash flow attributable to the Partnership for the second quarter of 2014 of $29.5 million corresponds to distribution coverage of 1.54 times the $19.1 million in distributions to be paid to common and subordinated unitholders on August 15, 2014.

“Demand for Hi-Crush sand continues to accelerate,” said James M. Whipkey, Co-Chief Executive Officer of Hi-Crush. “Since the beginning of the year, we have announced eight new contracts or amendments, five in the second quarter alone, with our existing customers increasing volumes and extending maturities. All of these are take-or-pay contracts. Our focus on long-term partnerships across both our customer base and the communities where we operate continues to deliver results for our unit holders.”

Revenues for the quarter ended June 30, 2014 totaled $83 million on sales of more than 1 million tons of frac sand, which includes volumes sold from the Wyeville, Augusta and distribution facilities, as well as transload services. As previously disclosed on April 28, 2014, the Partnership completed the acquisition of substantially all of the remaining equity interests in Hi-Crush Augusta LLC, the entity that owns the Augusta facility, and now owns 98% of Hi-Crush Augusta LLC's common equity interests.

“We are ready to meet the increasing demand for Hi-Crush sand and related services,” said Robert E. Rasmus, Co-Chief Executive Officer of Hi-Crush. “With the Augusta facility now in the Partnership and the expansion we will complete in the third quarter, our capacity will be 4.2 million tons. Together with our sponsor's Whitehall facility, we are poised to raise our annual capacity to produce 20/70 grades of Northern White sand to 6.8 million tons by the end of the current year. We continue to see rising demands from our customers and are focused on meeting their future needs.”

Production cost for sand produced and delivered from Hi-Crush facilities was $14.20 per ton during the quarter. Production costs per ton were lower than the previous quarter mainly due to higher production volumes, further operating efficiencies and lower gas prices.

On July 16, 2014, Hi-Crush declared its second quarter cash distribution of $0.575 per unit for all common and subordinated units, or $2.30 on an annualized basis. This amount corresponds to a 21% increase from the minimum quarterly cash distribution of $0.475 per unit and a 9.5% increase over the previous quarter’s distribution. The distribution will be paid on August 15, 2014 to all common and subordinated unitholders of record on August 1, 2014.

Class B Units
The conditions precedent to conversion of the Class B units will be satisfied upon payment of the distribution on August 15, 2014 and, upon such payment, the sponsor, who is the sole owner of the Class B units, has elected to convert all of the 3,750,000 Class B units into common units on a one-for-one basis. The sponsor will be entitled to receive a per unit distribution on the newly converted common units for the second quarter of 2014 in an amount equal to the per unit distribution to be paid to all the common and subordinated units for the same period, totaling $2.2 million to be paid on August 15, 2014.






Conference Call
A conference call for investors will be held on Tuesday, August 5, 2014 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time) to discuss Hi-Crush’s second quarter results and forward outlook. Hosting the call will be Robert E. Rasmus, Co-Chief Executive Officer, James M. Whipkey, Co-Chief Executive Officer and Laura C. Fulton, Chief Financial Officer. The call can 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 13586677. The replay will be available until August 19, 2014.
Interested parties may also listen to a simultaneous webcast of the conference call by logging onto Hi-Crush’s website at www.hicrushpartners.com in the Investors-Event Calendar and Presentations section. A replay of the webcast will also be available for approximately 30 days following the call.
The slide presentation to be referenced on the call will also be on Hi-Crush’s website at www.hicrushpartners.com in the Investors-Event Calendar and Presentations section.
Non-GAAP Financial Measures
This news release and the accompanying schedules include the non-GAAP financial measure of EBITDA, Distributable Cash Flow and Production Costs, which may be used periodically by management when discussing our financial results with investors and analysts. The accompanying schedules of this news release provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). EBITDA, Distributable Cash Flow and Production Costs are presented as management believes the data provides a measure of operating performance that is unaffected by historical cost basis and provides additional information and metrics relative to the performance of our business.

About Hi-Crush
Hi-Crush is an integrated producer, transporter, marketer and distributor of high-quality monocrystalline sand, a specialized mineral that is used as a proppant to enhance the recovery rates of hydrocarbons from oil and natural gas wells. Our reserves, which are located in Wisconsin, consist of "Northern White" sand, a resource that exists predominately in Wisconsin and limited portions of the upper Midwest region of the United States. Hi-Crush owns and operates the largest distribution network in the Marcellus and Utica shales, and has distribution capabilities throughout North America. For more information, visit www.hicrushpartners.com.

Forward-Looking Statements
Some of the information in this news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements give our current expectations, and contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “could,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Hi-Crush’s reports filed with the Securities and Exchange Commission (“SEC”), including those described under 1A of Hi-Crush’s Form 10-K for the year ended December 31, 2013 and any subsequently filed 10-Q. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the risk factors in our reports filed with the SEC or the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward looking statements include: the volume of frac sand we are able to sell; the price at which we are able to sell frac sand; the outcome of any pending litigation; changes in the price and availability of natural gas or electricity; changes in prevailing economic conditions; and difficulty collecting receivables. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. Hi-Crush’s forward-looking statements speak only as of the date made and Hi-Crush undertakes no obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Investor contact:
Investor Relations
ir@hicrushpartners.com
(713) 960-4811





Unaudited Condensed Consolidated Statement of Operations
(Amounts in thousands, except tons, units and per unit amounts)
 
Three Months
 
Ended June 30,
 
2014
 
2013(a)
Revenues
$
82,724

 
$
37,560

Cost of goods sold (including depreciation, depletion and amortization)
43,859

 
17,824

Gross profit
38,865

 
19,736

Operating costs and expenses:
 
 
 
General and administrative expenses
6,679

 
4,472

Exploration expense

 
55

Accretion of asset retirement obligation
66

 
58

Income from operations
32,120

 
15,151

Other income (expense):
 
 
 
Interest expense
(2,315
)
 
(714
)
Net income
29,805

 
14,437

Income attributable to non-controlling interest
(264
)
 
(70
)
Net income attributable to Hi-Crush Partners LP
$
29,541

 
$
14,367

Earnings per unit:
 
 
 
Common and subordinated units - basic
$
0.77

 
$
0.53

Common and subordinated units - diluted
$
0.75

 
$
0.53

 
 
 
 
(a) Financial information has been recast to include the financial position and results attributable to Hi-Crush Augusta LLC.






Unaudited Condensed Consolidated Statement of Operations
(Amounts in thousands, except tons, units and per unit amounts)
 
Six Months
 
Ended June 30,
 
2014(a)
 
2013(a)
Revenues
$
153,302

 
$
61,837

Cost of goods sold (including depreciation, depletion and amortization)
88,025

 
26,744

Gross profit
65,277

 
35,093

Operating costs and expenses:
 
 
 
General and administrative expenses
13,104

 
7,780

Exploration expense

 
56

Accretion of asset retirement obligation
123

 
115

Income from operations
52,050

 
27,142

Other income (expense):
 
 
 
Interest expense
(3,725
)
 
(1,028
)
Net income
48,325

 
26,114

Income attributable to non-controlling interest
(412
)
 
(88
)
Net income attributable to Hi-Crush Partners LP
$
47,913

 
$
26,026

Earnings per unit:
 
 
 
Common and subordinated units - basic
$
1.32

 
$
0.93

Common and subordinated units - diluted
$
1.25

 
$
0.93

 
 
 
 
(a) Financial information has been recast to include the financial position and results attributable to Hi-Crush Augusta LLC.






Unaudited EBITDA and Distributable Cash Flow
 
Three Months
 
Ended June 30,
(in thousands)
2014
 
2013
Reconciliation of distributable cash flow to net income:
 
 
 
Net income
$
29,805

 
$
14,437

Depreciation and depletion expense
2,428

 
1,505

Amortization expense
1,067

 
363

Interest expense
2,315

 
714

EBITDA
$
35,615

 
$
17,019

Less: Cash interest paid
(2,010
)
 
(421
)
Less: Income attributable to non-controlling interest
(264
)
 
(70
)
Less: Maintenance and replacement capital expenditures, including accrual for reserve replacement (1)
(1,288
)
 
(778
)
Add: Accretion of asset retirement obligation
66

 
58

Add: Unit based compensation
353

 

Distributable cash flow
$
32,472

 
$
15,808

Adjusted for: Distributable cash flow attributable to Hi-Crush Augusta LLC, net of intercompany eliminations, prior to the Augusta Contribution (2)
(3,010
)
 
(203
)
Distributable cash flow attributable to Hi-Crush Partners LP
$
29,462

 
$
15,605

(1)
Maintenance and replacement capital expenditures, including accrual for reserve replacement, were determined based on an estimated reserve replacement cost of $1.35 per ton produced and delivered during the period. Such expenditures include those associated with the replacement of equipment and sand reserves, to the extent that such expenditures are made to maintain our long-term operating capacity. The amount presented does not represent an actual reserve account or requirement to spend the capital.
(2)
The Partnership's historical financial information has been recast to consolidate Augusta for all periods presented. For purposes of calculating distributable cash flow attributable to Hi-Crush Partners LP, the Partnership excludes the incremental amount of recasted distributable cash flow earned during the periods prior to the acquisition by the Partnership on April 28, 2014 of substantially all of the remaining equity interests in Hi-Crush Augusta LLC (the "Augusta Contribution").






Unaudited EBITDA and Distributable Cash Flow
 
Six Months
 
Ended June 30,
(in thousands)
2014
 
2013
Reconciliation of distributable cash flow to net income:
 
 
 
Net income
$
48,325

 
$
26,114

Depreciation and depletion expense
3,904

 
2,070

Amortization expense
3,604

 
363

Interest expense
3,725

 
1,028

EBITDA
$
59,558

 
$
29,575

Less: Cash interest paid
(3,282
)
 
(676
)
Less: Income attributable to non-controlling interest
(412
)
 
(88
)
Less: Maintenance and replacement capital expenditures, including accrual for reserve replacement (1)
(2,257
)
 
(1,310
)
Add: Accretion of asset retirement obligation
123

 
115

Add: Unit based compensation
353

 

Distributable cash flow
$
54,083

 
$
27,616

Adjusted for: Distributable cash flow attributable to Hi-Crush Augusta LLC, net of intercompany eliminations, prior to the Augusta Contribution (2)
(7,199
)
 
(2,461
)
Distributable cash flow attributable to Hi-Crush Partners LP
$
46,884

 
$
25,155

(1)
Maintenance and replacement capital expenditures, including accrual for reserve replacement, were determined based on an estimated reserve replacement cost of $1.35 per ton produced and delivered during the period. Such expenditures include those associated with the replacement of equipment and sand reserves, to the extent that such expenditures are made to maintain our long-term operating capacity. The amount presented does not represent an actual reserve account or requirement to spend the capital.
(2)
The Partnership's historical financial information has been recast to consolidate Augusta for all periods presented. For purposes of calculating distributable cash flow attributable to Hi-Crush Partners LP, the Partnership excludes the incremental amount of recasted distributable cash flow earned during the periods prior to the Augusta Contribution.






Unaudited Condensed Consolidated Cash Flow Information
(Amounts in thousands)
 
Six Months
 
Six Months
 
Ended
 
Ended
 
June 30, 2014(a)
 
June 30, 2013(a)
Operating activities
$
53,679

 
$
33,938

Investing activities
(234,311
)
 
(101,749
)
Financing activities
191,152

 
79,265

Net increase in cash
$
10,520

 
$
11,454

 
 
 
 
(a) Financial information has been recast to include the financial position and results attributable to Hi-Crush Augusta LLC.






Unaudited Condensed Consolidated Balance Sheet
(Amounts in thousands)
 
June 30,
2014
 
December 31, 2013(a)
Assets
 
 
 
Current assets:
 
 
 
Cash
$
31,128

 
$
20,608

Restricted cash
690

 
690

Accounts receivable
46,931

 
37,442

Inventories
18,860

 
22,418

Prepaid expenses and other current assets
1,662

 
1,625

Total current assets
99,271

 
82,783

Property, plant and equipment, net
201,995

 
195,834

Goodwill and intangible assets, net
68,332

 
71,936

Other assets
10,298

 
3,808

Total assets
$
379,896

 
$
354,361

Liabilities, Equity and Partners’ Capital
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
13,075

 
$
10,108

Accrued and other current liabilities
10,860

 
7,669

Due to Sponsor
6,419

 
10,352

Current portion of long-term debt
2,000

 

Total current liabilities
32,354

 
28,129

Long-term debt
195,547

 
138,250

Asset retirement obligation
4,751

 
4,628

Total liabilities
232,652

 
171,007

Commitments and contingencies

 

Equity and Partners’ capital:
 
 
 
General partner interest

 

Limited partner interests, 33,202,725 and 28,865,171 units outstanding, respectively
135,765

 
138,580

Class B units, 3,750,000 units outstanding
9,543

 
9,543

Total partners’ capital
145,308

 
148,123

Non-controlling interest
1,936

 
35,231

Total equity and partners' capital
147,244

 
183,354

Total liabilities, equity and partners’ capital
$
379,896

 
$
354,361

 
 
 
 
(a) Financial information has been recast to include the financial position and results attributable to Hi-Crush Augusta LLC.






Unaudited Per Ton Operating Activity
 
Three Months
 
Six Months
 
Ended June 30,
 
Ended June 30,
 
2014
 
2013
 
2014
 
2013
Sand sold (in tons)
1,024,052

 
613,930

 
1,922,295

 
996,537

Sand produced and delivered (in tons)
953,361

 
557,457

 
1,671,527

 
940,064

Production costs ($ in thousands)
$
13,534

 
$
10,214

 
$
28,370

 
$
18,569

Production costs per ton
$
14.20

 
$
18.32

 
$
16.97

 
$
19.75







Unaudited Net Income per Limited Partner Unit
(Amounts in thousands, except units and per unit amounts)
 
Three Months
 
Six Months
 
Ended June 30,
 
Ended June 30,
Weighted average limited partner units outstanding:
2014
 
2013
 
2014
 
2013
Common units - basic
18,828,359

 
13,992,894

 
17,040,874

 
13,819,458

Subordinated units - basic
13,640,351

 
13,640,351

 
13,640,351

 
13,640,351

Common units - diluted
22,721,490

 
13,992,894

 
20,934,005

 
13,819,458

Subordinated units - diluted
13,640,351

 
13,640,351

 
13,640,351

 
13,640,351

Reconciliation of net income and the assumed allocation of net income under the two-class method for purposes of computing earnings per unit:
 
For the Three Months Ended June 30, 2014
 
General Partner and IDRs
 
Common Units
 
Subordinated Units
 
Class B Units
 
Total
Declared distribution
$
168

 
$
11,249

 
$
7,843

 
$
2,156

 
$
21,416

Assumed allocation of undistributed net income attributable to the Partnership
3,310

 
3,183

 
2,612

 

 
9,105

Limited partners’ interest in net income
$
3,478

 
$
14,432

 
$
10,455

 
$
2,156

 
$
30,521

Recast adjustments to include the results of operations of Hi-Crush Augusta LLC and income attributable to non-controlling interest
 
 
 
 
 
 
 
 
(980
)
Net income attributable to Hi-Crush Partners LP
 
 
 
 
 
 
 
 
$
29,541

Earnings per unit - basic
 
 
$
0.77

 
$
0.77

 
 
 
 
Earnings per unit - diluted (1)
 
 
$
0.75

 
$
0.75

 
 
 
 
 
For the Six Months Ended June 30, 2014
 
General Partner and IDRs
 
Common Units
 
Subordinated Units
 
Class B Units
 
Total
Declared distribution
$
168

 
$
21,479

 
$
15,004

 
$
2,156

 
$
38,807

Assumed allocation of undistributed net income attributable to the Partnership
1,892

 
1,053

 
3,032

 

 
5,977

Limited partners’ interest in net income
$
2,060

 
$
22,532

 
$
18,036

 
$
2,156

 
$
44,784

Recast adjustments to include the results of operations of Hi-Crush Augusta LLC and income attributable to non-controlling interest
 
 
 
 
 
 
 
 
3,129

Net income attributable to Hi-Crush Partners LP
 
 
 
 
 
 
 
 
$
47,913

Earnings per unit - basic
 
 
$
1.32

 
$
1.32

 
 
 
 
Earnings per unit - diluted (1)
 
 
$
1.25

 
$
1.25

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Diluted earnings per unit includes the impact of income allocations attributable to a conversion of the Class B units into common units.