Attached files
| file | filename |
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| 8-K - FORM 8-K - Bison Merger Sub I, LLC | d426454d8k.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
FAIRMOUNT SANTROL ANNOUNCES SECOND-QUARTER 2017 RESULTS
| • | Volumes of 3.3 million tons up 22% sequentially, including Proppant Solutions volumes of 2.6 million tons up 24% sequentially |
| • | Revenues of $233.2 million up 35% sequentially, with over 40% growth in Proppant Solutions revenues and solid 9% growth in Industrial and Recreational revenues |
| • | Net income of $10.5 million or $0.05 per diluted share |
| • | Adjusted EBITDA of $47.0 million, excluding $2.8 million of non-cash stock compensation expense and $0.4 million from the write-off of deferred financing costs |
CHESTERLAND, Ohio, August 3, 2017 (GLOBE NEWSWIRE) — Fairmount Santrol (NYSE: FMSA), a leading provider of high-performance sand and sand-based product solutions, today announced results for the second quarter ended June 30, 2017.
Second-Quarter 2017 Results
Second-quarter 2017 revenues were $233.2 million, up 35% from $172.6 million in the first quarter of 2017 and up 104% from $114.2 million in the second quarter of 2016. Total Company volumes sold were 3.3 million tons for the quarter, up 22% from 2.7 million tons sold in the first quarter of 2017 and an increase of 68% from 2.0 million tons in the second quarter of 2016.
For second-quarter 2017, the Company had net income of $10.5 million, or $0.05 per diluted share, compared with a net loss of $11.6 million, or $(0.05) per diluted share, in the first quarter of 2017. Net loss for second-quarter 2016 was $87.9 million, or $(0.54) per diluted share.
Adjusted EBITDA for the second quarter of 2017 was $47.0 million, which excludes non-cash stock compensation expense of $2.8 million and $0.4 million from the write-off of deferred financing fees. Second-quarter 2017 Adjusted EBITDA includes $1.5 million in costs related to plant start-ups and $3.2 million of freight charges to move 1,200 railcars from storage and into the Company’s active fleet. First-quarter 2017 Adjusted EBITDA was $21.7 million and
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excluded non-cash stock compensation expense of $2.4 million, but included $0.9 million of start-up costs from plant reactivations. The Adjusted EBITDA loss for the second quarter of 2016 was $21.8 million, and excludes the impact from non-cash stock compensation expense and asset impairment charges totaling $94.5 million. The second-quarter 2016 Adjusted EBITDA loss includes the impact of inventory write-downs, restructuring costs and professional fees of $16.8 million.
Jenniffer Deckard, President and Chief Executive Officer, said, “Our second-quarter results demonstrate our ability to capture growth, in both raw sand and coated proppants, from improving conditions in the oil & gas markets and to deliver solid, steady growth in our I&R segment.” Deckard continued, “We have prudently added capacity in our Proppant Solutions segment as customer demand has strengthened and pricing has improved, and we have leveraged our logistics network to deliver strong profitability growth in the second quarter.”
The Company recently announced plans for a new facility near Kermit, Texas, in the Permian basin that is expected to add 3 million tons of annual proppant sand production. The Kermit facility further broadens the Company’s product portfolio, and with the re-opening of the Shakopee, Minnesota, mine, will enable the Company to capitalize on growing market demand.
Business Segments
Proppant Solutions Segment
For the second quarter of 2017, Proppant Solutions volumes were 2.6 million tons, an increase of 24% compared with the first quarter of 2017 and up over 100% compared with the prior-year period. Raw proppant sand volumes were 2.4 million tons, a 25% sequential increase and a 95% increase compared with the same period a year ago. As incremental capacity was brought online from Brewer and Maiden Rock, the Company was able to capture additional market demand, which contributed to overall volume growth. However, supply remains tight, particularly for finer grades. Coated proppant volumes were 193,000 tons, a 20% increase compared with the first quarter of 2017 and a 133,000-ton increase from the prior-year period.
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Proppant Solutions revenues were $198.8 million in second-quarter 2017, a 41% increase compared with $141.0 million in the first quarter of 2017 and a $117 million increase compared with $82.1 million in the second quarter a year ago. Proppant Solutions revenues were positively impacted by higher volumes and pricing, as well as by a mix shift toward in-basin sales. Average raw proppant sand pricing in second-quarter 2017 increased more than $8 per ton as compared to first-quarter 2017, based on a consistent mix.
Proppant Solutions gross profit increased to $54.4 million, or $21 per ton, in the second quarter of 2017 compared with $27.3 million, or $13 per ton, in the first quarter of 2017. Second-quarter 2017 Proppant Solutions gross profit includes $1.5 million of costs related to plant start-ups and $3.2 million of freight charges to move 1,200 railcars to the Company’s active fleet. The sequential improvement in Proppant Solutions gross profit is due to higher pricing and greater volumes, resulting in improved fixed cost leverage and higher gross margins. Gross profit for the segment in the second quarter of 2016 was a loss of $13.5 million and included $9.9 million of inventory write-downs.
Industrial and Recreational Products Segment
Industrial and Recreational volumes were 687,000 tons in second quarter 2017, up 15% from first-quarter 2017 and up 4% from the prior-year second quarter.
Revenues for the segment were $34.4 million in second quarter 2017, a 9% increase from $31.6 million in the first quarter and a 7% increase from $32.1 million for the second quarter 2016. The increase in revenue from the second quarter 2016 was primarily due to increased volumes, higher pricing versus the prior-year period and a modest mix shift toward value-added products.
Industrial and Recreational gross profit was $15.7 million, or 46% of sales, in second-quarter 2017, compared with $13.5 million, or 43% of sales, in the first quarter of 2017. Gross profit for the segment in the second quarter of 2016 was $13.6 million, or 42% of sales, and included $0.4 million of inventory write-downs in the quarter. The $2.1 million year-over-year improvement in gross profit was driven by higher fixed cost leverage and a mix shift toward higher-margin products.
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Balance Sheet and Other Information
Through the first six months of 2017, net cash generated by operating activities was $54.2 million, which was largely due to higher profitability over the period, offset somewhat by an increase in working capital as a result of increased sales. Further, tax refunds of $16 million were received in the second quarter and are included in net cash generated by operating activities. Net cash used in financing activities in the first six months of 2017 was $57.0 million, primarily a result of the June 30, 2017, $50 million term debt pre-payment, as previously announced, as well as recurring scheduled debt service payments. Capital expenditures were $14.2 million for the six months ended June 30, 2017, which included $7.2 million spent in the second quarter.
As of June 30, 2017, cash and cash equivalents totaled $178.5 million, and total debt was $796.1 million, resulting in net debt of $617.6 million, representing a quarterly reduction in net debt of $16.9 million.
Michael Biehl, Executive Vice President and Chief Financial Officer, commented, “We are pleased by the opportunities our recently announced capacity expansion at Kermit provides for us and our customers. The lease structure has given us the flexibility to both invest in our business and continue the progress that we have made in optimizing our capital structure by prepaying $50 million in term debt. Our top priorities for the coming quarters will be to continue to reduce our net debt through free cash flow generation and to refinance our term debt that is due in September 2019, in addition to replacing our existing revolving credit facility, which expires in September 2018.”
Looking Forward
The Company recently announced plans for expansion in Kermit, Texas, to build a 3-million-ton annual-capacity plant with an anticipated operational start-up at the beginning of second-quarter 2018. The Company is also in the process of reopening its Shakopee, Minnesota, mine and sand processing plant, which is located on the Union Pacific railroad, with expectations to be operational by the end of the third quarter of 2017. The addition of these two mines will add approximately 3.7 million tons of annual processing capacity to the Company’s total mining footprint.
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Full-year 2017 ongoing capital expenditures, excluding the new Kermit, Texas site, are still expected to be between $47 million to $50 million. The Company estimates total capital expenditures and leasehold interest payments of $100 million to $110 million related to the Kermit site over the next 12 months.
Deckard noted, “As we look to the remainder of 2017 and beyond, we expect proppant demand to grow across all basins, with a continued broad mix of product and grade distribution. Our strategy to expand our industry-leading product portfolio, our production capacity, and our comprehensive logistics network will keep us in an excellent position to meet the diverse needs of our customers and to benefit from the continued changes in market demand.”
Use of Certain GAAP and Non-GAAP Financial Measures
The Company defines EBITDA as net income before interest expense, income tax expense, depreciation, depletion and amortization. Adjusted EBITDA is defined as EBITDA before non-cash stock-based compensation, asset impairments, and certain other income or expenses. The Company believes EBITDA and Adjusted EBITDA are useful because they allow management to more effectively evaluate our operational performance and compare the results of our operations from period to period without regard to our financing costs or capital structure.
Conference Call
Fairmount Santrol will host a conference call and live webcast for analysts and investors today, August 3, 2017, at 10 a.m. Eastern Time to discuss the Company’s 2017 second-quarter financial results. Investors are invited to listen to a live audio webcast of the conference call, which will be accessible on the Investor Relations section of the Company’s website. To access the live webcast, please log in 15 minutes prior to the start of the call to download and install any necessary audio software. An archived replay of the call will also be available on the website following the call. The call can also be accessed live by dialing (877) 201-0168 or, for
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international callers, (647) 788-4901. The conference ID for the call is 47489888. A replay will be available shortly after the call and can be accessed by dialing (800) 585-8367 or (416) 621-4642. The passcode for the replay is 47489888. The replay of the call will be available through August 10, 2017.
About Fairmount Santrol
Fairmount Santrol is a leading provider of high-performance sand and sand-based product solutions used by oil and gas exploration and production companies to enhance the productivity of their wells. The Company also provides high-quality products, strong technical leadership and applications knowledge to end users in the foundry, building products, water filtration, glass, and sports and recreation markets. Its expansive logistics capabilities include a wide-ranging network of distribution terminals and railcars that allow the Company to effectively serve customers wherever they operate. As one of the nation’s longest continuously operating mining organizations, Fairmount Santrol has developed a strong commitment to all three pillars of sustainable development, People, Planet and Prosperity. Correspondingly, the Company’s motto and action orientation is: “Do Good. Do Well.” For more information, visit FairmountSantrol.com.
Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These factors include: changes in prevailing economic conditions, including continuing pressure on and fluctuations in demand for, and pricing of, our products; loss of, or reduction in business from the Company’s largest customers or their failure to pay the Company; possible adverse effects of being leveraged, including
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interest rate, event of default or refinancing risks, as well as potentially limiting the Company’s ability to invest in certain market opportunities; the level of cash flows generated to provide adequate liquidity; our ability to successfully develop and market new products, including Propel SSP® and related products; our rights and ability to mine our property and our renewal or receipt of the required permits and approvals from government authorities and other third parties; our ability to implement and realize efficiencies from capacity expansion plans, facility reactivation and cost reduction initiatives within our time and budgetary parameters; increasing costs or a lack of dependability or availability of transportation services or infrastructure and geographic shifts in demand; changing legislative and regulatory initiatives relating to our business, including environmental, mining, health and safety, licensing, reclamation and other regulation relating to hydraulic fracturing (and changes in their enforcement and interpretation); silica-related health issues and corresponding litigation; seasonal and severe weather conditions; and other operating risks that are beyond our control.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Fairmount Santrol Holdings Inc.’s filings with the Securities and Exchange Commission (“SEC”). The risk factors and other factors noted in our filings with the SEC could cause our actual results to differ materially from those contained in any forward-looking statement.
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Fairmount Santrol
Condensed Consolidated Statements of Income (Loss)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| (in thousands, except per share amounts) |
(in thousands, except per share amounts) |
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| Revenues |
$ | 233,226 | $ | 114,249 | $ | 405,809 | $ | 259,707 | ||||||||
| Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) |
163,136 | 114,129 | 294,888 | 232,593 | ||||||||||||
| Operating expenses |
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| Selling, general and administrative expenses(A) |
25,863 | 25,040 | 48,333 | 43,318 | ||||||||||||
| Depreciation, depletion and amortization expense |
19,846 | 18,056 | 39,288 | 36,642 | ||||||||||||
| Asset impairments |
— | 90,578 | — | 90,654 | ||||||||||||
| Restructuring charges |
— | 1,155 | — | 1,155 | ||||||||||||
| Other operating expense (income) |
355 | (426 | ) | (705 | ) | (96 | ) | |||||||||
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| Income (loss) from operations |
24,026 | (134,283 | ) | 24,005 | (144,559 | ) | ||||||||||
| Interest expense, net |
12,983 | 16,606 | 25,520 | 33,868 | ||||||||||||
| Other non-operating income |
— | — | — | (5 | ) | |||||||||||
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| Income (loss) before provision (benefit) for income taxes |
11,043 | (150,889 | ) | (1,515 | ) | (178,422 | ) | |||||||||
| Provision (benefit) for income taxes |
520 | (63,019 | ) | (628 | ) | (78,773 | ) | |||||||||
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| Net income (loss) |
10,523 | (87,870 | ) | (887 | ) | (99,649 | ) | |||||||||
| Less: Net income attributable to the non-controlling interest |
40 | 16 | 218 | 13 | ||||||||||||
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| Net income (loss) attributable to Fairmount Santrol Holdings Inc. |
$ | 10,483 | $ | (87,886 | ) | $ | (1,105 | ) | $ | (99,662 | ) | |||||
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| Earnings (loss) per share |
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| Basic |
$ | 0.05 | $ | (0.54 | ) | $ | — | $ | (0.62 | ) | ||||||
| Diluted |
$ | 0.05 | $ | (0.54 | ) | $ | — | $ | (0.62 | ) | ||||||
| Weighted average number of shares outstanding |
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| Basic |
224,015 | 161,647 | 223,878 | 161,547 | ||||||||||||
| Diluted |
228,184 | 161,647 | 223,878 | 161,547 | ||||||||||||
(A) - Stock compensation expense of $2,763 and $3,914 for the three months ended June 30, 2017 and 2016, respectively, and $5,179 and $5,567 for the six months ended June 30, 2017 and 2016, respectively, are included within selling, general, and administrative expenses.
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Condensed Consolidated Statements of Cash Flows
(unaudited)
| Six Months Ended June 30, | ||||||||
| 2017 | 2016 | |||||||
| (in thousands) | ||||||||
| Net loss |
$ | (887 | ) | $ | (99,649 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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| Depreciation and depletion |
35,508 | 34,284 | ||||||
| Amortization |
6,305 | 5,745 | ||||||
| Reserve for doubtful accounts |
(209 | ) | 1,954 | |||||
| Write-off of deferred financing costs |
389 | — | ||||||
| Asset impairments |
— | 90,654 | ||||||
| Inventory write-downs and reserves |
1,266 | 10,302 | ||||||
| (Gain) loss on sale of fixed assets |
(552 | ) | 35 | |||||
| Deferred income taxes and taxes payable |
1,044 | (59,913 | ) | |||||
| Refundable income taxes |
18,591 | (15,535 | ) | |||||
| Stock compensation expense |
5,179 | 5,567 | ||||||
| Change in operating assets and liabilities: |
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| Accounts receivable |
(44,602 | ) | 10,524 | |||||
| Inventories |
(9,423 | ) | 3,500 | |||||
| Prepaid expenses and other assets |
(991 | ) | 3,745 | |||||
| Accounts payable |
11,024 | 298 | ||||||
| Accrued expenses and deferred revenue |
31,606 | (4,450 | ) | |||||
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| Net cash provided by (used in) operating activities |
54,248 | (12,939 | ) | |||||
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| Cash flows from investing activities |
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| Proceeds from sale of fixed assets |
1,216 | 3,918 | ||||||
| Capital expenditures and stripping costs |
(14,236 | ) | (21,948 | ) | ||||
| Earnout payments |
(250 | ) | — | |||||
| Other investing activities |
— | (150 | ) | |||||
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| Net cash used in investing activities |
(13,270 | ) | (18,180 | ) | ||||
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| Cash flows from financing activities |
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| Payments on long-term debt |
(4,299 | ) | (5,899 | ) | ||||
| Prepayments on term loans |
(50,000 | ) | (69,580 | ) | ||||
| Payments on capital leases and other long-term debt |
(2,087 | ) | (4,109 | ) | ||||
| Proceeds from option exercises |
536 | 2,007 | ||||||
| Tax payments for withholdings on share-based awards exercised or distributed |
(1,091 | ) | (292 | ) | ||||
| Tax effect of stock options exercised, forfeited, or expired |
— | (1,297 | ) | |||||
| Transactions with non-controlling interest |
(22 | ) | (551 | ) | ||||
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| Net cash used in financing activities |
(56,963 | ) | (79,721 | ) | ||||
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| Change in cash and cash equivalents related to assets classified as held-for-sale |
— | 1,376 | ||||||
| Foreign currency adjustment |
443 | (387 | ) | |||||
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| Decrease in cash and cash equivalents |
(15,542 | ) | (109,851 | ) | ||||
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| Cash and cash equivalents: |
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| Beginning of period |
194,069 | 171,486 | ||||||
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| End of period |
$ | 178,527 | $ | 61,635 | ||||
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Fairmount Santrol
Condensed Consolidated Balance Sheets
(unaudited)
| June 30, 2017 | December 31, 2016 | |||||||
| (in thousands) | ||||||||
| Assets |
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| Current assets |
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| Cash and cash equivalents |
$ | 178,527 | $ | 194,069 | ||||
| Accounts receivable, net |
123,753 | 78,942 | ||||||
| Inventories, net |
60,807 | 52,650 | ||||||
| Prepaid expenses and other assets |
5,628 | 7,065 | ||||||
| Refundable income taxes |
2,487 | 21,077 | ||||||
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| Total current assets |
371,202 | 353,803 | ||||||
| Property, plant and equipment, net |
716,362 | 727,735 | ||||||
| Deferred income taxes |
1,244 | 1,244 | ||||||
| Goodwill |
15,301 | 15,301 | ||||||
| Intangibles, net |
92,524 | 95,341 | ||||||
| Other assets |
8,206 | 9,486 | ||||||
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| Total assets |
$ | 1,204,839 | $ | 1,202,910 | ||||
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| Liabilities and Equity |
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| Current liabilities |
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| Current portion of long-term debt |
$ | 12,172 | $ | 10,707 | ||||
| Accounts payable |
51,654 | 37,263 | ||||||
| Accrued expenses and deferred revenue |
48,912 | 26,185 | ||||||
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| Total current liabilities |
112,738 | 74,155 | ||||||
| Long-term debt |
783,946 | 832,306 | ||||||
| Deferred income taxes |
7,839 | 7,057 | ||||||
| Other long-term liabilities |
43,311 | 38,272 | ||||||
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| Total liabilities |
947,834 | 951,790 | ||||||
| Equity |
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| Common stock |
2,423 | 2,422 | ||||||
| Additional paid-in capital |
298,038 | 297,649 | ||||||
| Retained earnings |
263,314 | 264,852 | ||||||
| Accumulated other comprehensive loss |
(18,190 | ) | (19,002 | ) | ||||
| Treasury stock at cost |
(288,849 | ) | (294,874 | ) | ||||
| Non-controlling interest |
269 | 73 | ||||||
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| Total equity |
257,005 | 251,120 | ||||||
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| Total liabilities and equity |
$ | 1,204,839 | $ | 1,202,910 | ||||
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Fairmount Santrol
Segment Reports
(unaudited)
| Three Months Ended March 31, |
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||
| 2017 | 2016 | 2017 | 2016 | 2017 | ||||||||||||||||
| (in thousands, except volume amounts) | (in thousands, except volume amounts) | (in thousands, except volume amounts) |
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| Volume (tons) |
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| Proppant Solutions |
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| Raw sand |
2,393,647 | 1,230,077 | 4,314,480 | 2,643,325 | 1,920,833 | |||||||||||||||
| Coated proppant |
193,242 | 59,826 | 354,740 | 172,530 | 161,498 | |||||||||||||||
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| Total Proppant Solutions |
2,586,889 | 1,289,903 | 4,669,220 | 2,815,855 | 2,082,331 | |||||||||||||||
| Industrial & Recreational Products |
686,831 | 661,244 | 1,282,209 | 1,248,422 | 595,378 | |||||||||||||||
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| Total volumes |
3,273,720 | 1,951,147 | 5,951,429 | 4,064,277 | 2,677,709 | |||||||||||||||
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| Revenues |
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| Proppant Solutions |
$ | 198,812 | $ | 82,102 | $ | 339,805 | $ | 199,565 | $ | 140,993 | ||||||||||
| Industrial & Recreational Products |
34,414 | 32,147 | 66,004 | 60,142 | 31,590 | |||||||||||||||
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| Total revenues |
233,226 | 114,249 | 405,809 | 259,707 | 172,583 | |||||||||||||||
| Segment gross profit |
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| Proppant Solutions |
54,373 | (13,529 | ) | 81,719 | 3,063 | 27,346 | ||||||||||||||
| Industrial & Recreational Products |
15,717 | 13,649 | 29,202 | 24,051 | 13,485 | |||||||||||||||
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| Total segment gross profit |
70,090 | 120 | 110,921 | 27,114 | 40,831 | |||||||||||||||
Fairmount Santrol
Non-GAAP Financial Measures
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | Three Months Ended March 31, |
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| 2017 | 2016 | 2017 | 2016 | 2017 | ||||||||||||||||
| (in thousands) | (in thousands) | (in thousands) | ||||||||||||||||||
| Reconciliation of Adjusted EBITDA |
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| Net income (loss) attributable to Fairmount Santrol Holdings Inc. |
$ | 10,483 | $ | (87,886 | ) | $ | (1,105 | ) | $ | (99,662 | ) | $ | (11,588 | ) | ||||||
| Interest expense, net |
12,983 | 16,606 | 25,520 | 33,868 | 12,537 | |||||||||||||||
| Provision (benefit) for income taxes |
520 | (63,019 | ) | (628 | ) | (78,773 | ) | (1,148 | ) | |||||||||||
| Depreciation, depletion, and amortization expense |
19,846 | 18,056 | 39,288 | 36,642 | 19,442 | |||||||||||||||
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| EBITDA |
43,832 | (116,243 | ) | 63,075 | (107,925 | ) | 19,243 | |||||||||||||
| Non-cash stock compensation expense(1) |
2,763 | 3,914 | 5,179 | 5,567 | 2,416 | |||||||||||||||
| Asset impairments(2) |
— | 90,578 | — | 90,654 | — | |||||||||||||||
| Write-off of deferred financing costs(3) |
389 | — | 389 | — | — | |||||||||||||||
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| Adjusted EBITDA |
$ | 46,984 | $ | (21,751 | ) | $ | 68,643 | $ | (11,704 | ) | $ | 21,659 | ||||||||
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| (1) | Represents the non-cash expense for stock-based awards issued to our employees and outside directors. |
| (2) | Non-cash charges associated with the impairment of mineral reserves and other long-lived assets. |
| (3) | Represents the write-off of deferred financing fees in relation to term loan prepayment. |
Investor contacts:
Indrani Egleston
440-214-3219
Indrani.Egleston@fairmountsantrol.com
Matthew Schlarb
440-214-3284
Matthew.Schlarb@fairmountsantrol.com
Source: Fairmount Santrol
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