U.S. Silica Holdings, Inc. Announces Second Quarter 2019 Results

KATY, Texas, July 30, 2019 /PRNewswire/ -- U.S. Silica Holdings, Inc. (NYSE: SLCA), a diversified industrial minerals company and the leading last mile logistics provider to the oil and gas industry (the "Company"), today announced net income of $6.2 million, or $0.08 per basic and diluted share.

The second quarter results were negatively impacted by $6.1 million or $0.06 per share related to merger and acquisition expenses, $4.7 million or $0.05 per share in facility closure costs, $3.7 million or $0.04 per share in costs related to plant startup and expansion expenses, and $5.5 million or $0.06 per share in other adjustments, partly offset by $14.1 million or $0.15 per share in a gain related to a royalty note payable valuation change, resulting in adjusted EPS for the second quarter of $0.14 per basic and diluted share.

"Our Industrial and Specialty Products business delivered record contribution margin in the second quarter and Sandbox had all-time record delivered loads,'' said Bryan Shinn, president and chief executive officer. "These successes are a result of the significant growth and diversification strategy we have executed over the last three years. Going forward, we expect U.S. Silica to transition from a net cash consumer to a net cash generator. While we intend to continue investing in modest industrial growth projects and Sandbox technology and growth, we are modeling substantially lower overall capex, minimal investments in oil and gas sand and stable dividend payments. We plan to deploy some of our projected cash flow to reduce our gross debt to Adjusted EBITDA leverage ratio to 3 times by the end of 2021, through a combination of debt reduction and profitable growth,'' he added.

Second Quarter 2019 Highlights

Total Company

    --  Revenue of $394.9 million for the second quarter of 2019 compared with
        $378.8 million in the first quarter of 2019, up 4% sequentially and down
        8% over the second quarter of 2018.
    --  Overall tons sold of 4.904 million for the second quarter of 2019
        compared with 4.830 million tons sold in the first quarter of 2019, up
        2% sequentially and 9% over the second quarter of 2018.
    --  Contribution margin of $121.6 million for the second quarter of 2019
        compared with $103.1 million in the first quarter of 2019, up 18%
        sequentially and down 22% over the second quarter of 2018.
    --  Net income of $6.2 million, or $0.08 per basic and diluted share, for
        the second quarter ended June 30, 2019, compared with net income of
        $17.6 million, or $0.23 per basic and $0.22 per diluted share, for the
        second quarter of 2018.
    --  Adjusted EBITDA of $85.5 million for the second quarter of 2019 compared
        with $68.8 million in the first quarter of 2019, up 24% sequentially and
        down 31% from the second quarter of 2018.

Industrial and Specialty Products

    --  Revenue of $121.8 million for the second quarter of 2019 compared with
        $118.3 million in the first quarter of 2019, up 3% sequentially and 18%
        over the second quarter of 2018.
    --  Tons sold totaled 0.972 million for the second quarter of 2019 compared
        with 0.966 million tons sold in the first quarter of 2019, up 1%
        sequentially and down 5% over the second quarter of 2018.
    --  Segment contribution margin of $50.1 million, or $51.61 per ton, for the
        second quarter of 2019 compared with $44.6 million in the first quarter
        of 2019, up 13% sequentially and 21% over the second quarter of 2018.

The Company's Industrial and Specialty Products business delivered a 21% year-over-year improvement in contribution margin dollars in the second quarter to a record $50.1 million, even though total tons sold declined 5% from 2Q18 to 2Q19. We believe this clearly illustrates the effectiveness of our strategy of increasing our focus on higher margin products. The Company also signed new, long-term contracts in the quarter and began production at our new Millen, Georgia facility, which will enable us to accelerate sales of two of our higher margin products to customers.

Oil & Gas

    --  Revenue of $273.1 million for the second quarter of 2019 compared with
        $260.5 million in the first quarter of 2019, up 5% sequentially and down
        16% over the second quarter of 2018.
    --  Tons sold of 3.932 million for the second quarter of 2019 compared with
        3.864 million tons sold in the first quarter of 2019, up 2% sequentially
        and 13% over the second quarter of 2018.
    --  Segment contribution margin of $71.5 million, or $18.17 per ton, for the
        second quarter of 2019 compared with $58.6 million in the first quarter
        of 2019, up 22% sequentially and down 38% from the second quarter of
        2018.

In our Oil & Gas segment, we sold a record 3.9 million tons, up 2% sequentially, as we continued to ramp our new West Texas capacity. Volumes in Oil & Gas were negatively affected in the quarter due to flooding in the Midwest, which took our Festus, Missouri plant offline for nearly two months. Oil & Gas contribution margin of $71.5 million was better than expected, despite some pricing pressure in West Texas, partly due to a strong performance from SandBox, a rebound in Northern White sand pricing and reduced operating costs, some of which may not repeat in the third quarter. SandBox posted another record load count, with loads up 14% quarter over quarter, and June exit load volumes hitting an all-time high. We continue to grow share and estimate that we ended the quarter with approximately 27% market share.

Capital Update

As of June 30, 2019, the Company had $189.4 million in cash and cash equivalents and $95.2 million available under its credit facilities. Total debt outstanding under our credit facilities as of June 30, 2019 was $1.264 billion.

Capital expenditures in the second quarter totaled $34.1 million and were mainly for engineering, procurement and construction of our growth projects, primarily at the Lamesa, Texas mine, equipment to expand Sandbox operations, several growth projects in our Industrial and Specialty Products segment and other maintenance and cost improvement capital projects. During the second quarter, the company generated $71.6 million in cash flow from operations.

Outlook and Guidance

The Company expects its capital expenditures for 2019 to be approximately $125 million. As the Company continues to generate healthy cash flow from operations and following a significant growth initiative that was successfully executed over the last two years, the Company has decided to focus on reducing the level of its outstanding indebtedness. While investments will be made on an ongoing basis to increase the scale of the Company's Industrial and Specialty Products business, the Company anticipates that some of its free cash flow after capital expenditures and the regular payment of dividends will be used to strengthen the Company's balance sheet.

Despite a slowdown in U.S. economic growth, the Company hasn't observed any material changes to customer demand. Indeed, there is continued strong demand for ground silica products, and the Company continues to expand its capacity in both ground silica products and functional coatings. The Company has appointed new management for EP Minerals and plans to drive organic growth above historical rates through the introduction of new products and entry into new market segments. In particular, the Company is currently pursuing several potential growth platforms in areas like high purity filtration for uses in the pharmaceutical industry and the rubber and polymers industries.

SandBox, our industry-leading last-mile logistics solution, continues to make efficiency gains that drive more savings with customers, which we also believe will offset margin pressure. These include bigger boxes, minimal nonproductive time, and technological improvements to boost operational efficiency and labor cost effectiveness. The Company is actively exploring new applications for SandBox technology in other new oilfield segments and new industries.

For Oil & Gas proppants, volumes are expected to increase by approximately 10% sequentially in the third quarter of 2019, although some softening is to be expected in the fourth quarter of 2019 as exploration and production company budgets are stretched and activity levels decline. There has been further pricing weakness in the Permian basin, although some of that pressure may be offset by the rebound in Northern White sand pricing. At the same time, the Company's costs per ton continued to decrease, particularly in West Texas. U.S. Silica is at the very low end of the cost curve and will continue to differentiate its frac sand business as the Company becomes more deeply embedded in the value chain of its largest customers, by supplying value-added logistics services that complement the Company's frac sand supply business.

Conference Call

U.S. Silica will host a conference call for investors today, July 30, 2019 at 7:30 a.m. Central Time to discuss these results. Hosting the call will be Bryan Shinn, president and chief executive officer and Don Merril, executive 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) 869-3847 or for international callers, (201) 689-8261. A replay will be available shortly after the call and can be accessed by dialing (877) 660-6853 or for international callers, (201) 612-7415. The conference ID for the replay is 13689413. The replay will be available through August 30, 2019.

About U.S. Silica

U.S. Silica Holdings, Inc. is a global performance materials company and last-mile logistics provider and is a member of the Russell 2000 Index. The Company is a leading producer of commercial silica used in a wide range of industrial applications and in the oil and gas industry. Over its 119-year history, U.S. Silica has developed core competencies in mining, processing, logistics and materials science that enable it to produce and cost-effectively deliver over 1,500 diversified products to customers across its multiple end markets. U.S. Silica's wholly-owned subsidiaries include EP Minerals and SandBox Logistics, LLC. EP Minerals is an industry leader in the production of products derived from diatomaceous earth, perlite, engineered clays, and non-activated clays. SandBox Logistics, LLC is a state-of-the-art leader in proppant storage, handling and well-site delivery, dedicated to making proppant logistics cleaner, safer and more efficient. The Company currently operates 27 mines and production facilities. The Company is headquartered in Katy, Texas and has offices in Frederick, Maryland, Reno, Nevada and Chicago, Illinois.

Forward-looking Statements

The presentation referred to above contains "forward-looking statements" within the meaning of the federal securities laws - that is, statements about the future, not about past events. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "will," "should," "could," "can have," "likely" and other words and terms of similar meaning. 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 global economic conditions; fluctuations in demand for commercial silica, diatomaceous earth, perlite, clay and cellulose; fluctuations in demand for frac sand or the development of either effective alternative proppants or new processes to replace hydraulic fracturing; changes in production spending by companies in the oil and gas industry and changes in the level of oil and natural gas exploration and development; general economic, political and business conditions in key regions of the world; pricing pressure; weather and seasonal factors; the cyclical nature of our customers' business; our inability to meet our financial and performance targets and other forecasts or expectations; our substantial indebtedness and pension obligations, including restrictions on our operations imposed by our indebtedness; operational modifications, delays or cancellations; prices for electricity, natural gas and diesel fuel; our ability to maintain our transportation network; changes in government regulations and regulatory requirements, including those related to mining, explosives, chemicals, and oil and gas production; silica-related health issues and corresponding litigation; and other risks and uncertainties detailed in this press release and our most recent Forms 10-K, 10-Q, and 8-K filed with or furnished to the U.S. Securities and Exchange Commission. If one or more of these or other risks or uncertainties materialize (or the consequences of such a development changes), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those reflected in our forward-looking statements. The forward-looking statements speak only as of the date of the presentation referred to above, and we disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.


                                                                                           
            
              U.S. SILICA HOLDINGS, INC.


                                                                                   
       
        SELECTED FINANCIAL DATA FROM CONDENSED CONSOLIDATED STATEMENTS OF
                                                                                                             OPERATIONS


                                                                                     
       
         (Unaudited; dollars in thousands, except per share amounts)




                                                                                                                                                
            
        Three Months Ended


                                                                                                            June 30, 2019                                     March 31, 2019              June 30, 2018

                                                                                                                                                                                                    ---


            Total sales                                                                                                    $
            394,854                                                            $
         378,750            $
        427,433



            Total cost of sales (excluding depreciation, depletion and                                           294,160                                                         297,538                                  292,845
    amortization)



            Operating expenses:



            Selling, general and administrative                                                                   38,659                                                          34,656                                   42,232



            Depreciation, depletion and amortization                                                              44,899                                                          44,600                                   36,563



            Asset impairment                                                                                           -                                                                                                 16,184




            Total operating expenses                                                                              83,558                                                          79,256                                   94,979




            Operating income                                                                                      17,136                                                           1,956                                   39,609



            Other (expense) income:



            Interest expense                                                                                    (23,765)                                                       (23,978)                                (20,214)



            Other income, net, including interest income                                                          15,074                                                             722                                    1,081




            Total other expense                                                                                  (8,691)                                                       (23,256)                                (19,133)




            Income (loss) before income taxes                                                                      8,445                                                        (21,300)                                  20,476



            Income tax (expense) benefit                                                                         (2,384)                                                          1,972                                  (2,832)



            Net income (loss)                                                                                                $
            6,061                                                           $
         (19,328)            $
        17,644




            Less: Net loss attributable to non-controlling interest                                                 (89)                                                            (4)



            Net income (loss) attributable to U.S. Silica                                                                    $
            6,150                                                           $
         (19,324)            $
        17,644
    Holdings, Inc.






            Earnings (loss) per share attributable to U.S. Silica Holdings, Inc.:



            Basic                                                                                                             $
            0.08                                                             $
         (0.26)              $
        0.23



            Diluted                                                                                                           $
            0.08                                                             $
         (0.26)              $
        0.22



            Weighted average shares outstanding:



            Basic                                                                                                 73,301                                                          73,040                                   77,784



            Diluted                                                                                               73,505                                                          73,040                                   78,480



            Dividends declared per share                                                                                      $
            0.06                                                               $
         0.06               $
        0.06


                                                                   
          
           U.S. SILICA HOLDINGS, INC.


                                                               
         
          CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                 
         
          (Unaudited; dollars in thousands)




                                                                                                                June 30, 2019                           December 31,
                                                                                                                                              2018

                                                                                                                                                 ---



                                                                         
         
                ASSETS



     
                Current Assets:



     Cash and cash equivalents                                                                                                 $
       189,388                           $
       202,498



     Accounts receivable, net                                                                                        237,393                   215,486



     Inventories, net                                                                                                148,397                   162,087



     Prepaid expenses and other current assets                                                                        12,876                    17,966



     Income tax deposits                                                                                               2,010                     2,200




     Total current assets                                                                                            590,064                   600,237




     Property, plant and mine development, net                                                                     1,803,203                 1,826,303



     Operating lease right-of-use assets                                                                             196,660



     Goodwill                                                                                                        273,524                   261,340



     Intangible assets, net                                                                                          189,207                   194,626



     Other assets                                                                                                     12,856                    18,334




     Total assets                                                                                                            $
       3,065,514                         $
       2,900,840



                                                                
         
          LIABILITIES AND STOCKHOLDERS' EQUITY



     
                Current Liabilities:



     Accounts payable and accrued expenses                                                                                     $
       231,260                           $
       216,400



     Current portion of operating lease liabilities                                                                   59,479



     Current portion of long-term debt                                                                                13,093                    13,327



     Current portion of deferred revenue                                                                              26,161                    31,612



     Total current liabilities                                                                                       329,993                   261,339




     Long-term debt, net                                                                                           1,229,820                 1,246,428



     Deferred revenue                                                                                                 81,904                    81,707



     Liability for pension and other post-retirement benefits                                                         60,830                    57,194



     Deferred income taxes, net                                                                                      130,942                   137,239



     Operating lease liabilities                                                                                     139,379



     Other long-term liabilities                                                                                      60,181                    64,629



     Total liabilities                                                                                             2,033,049                 1,848,536




     
                Stockholders' Equity:



     Preferred stock                                                                                                       -



     Common stock                                                                                                        821                       818



     Additional paid-in capital                                                                                    1,176,057                 1,169,383



     Retained earnings                                                                                                45,224                    67,854



     Treasury stock, at cost                                                                                       (180,775)                (178,215)



     Accumulated other comprehensive loss                                                                           (21,382)                 (15,020)



     Total U.S. Silica Holdings, Inc. stockholders' equity                                                         1,019,945                 1,044,820




     Non-controlling interest                                                                                         12,520                     7,484



     Total stockholders' equity                                                                                    1,032,465                 1,052,304




     Total liabilities and stockholders' equity                                                                              $
       3,065,514                         $
       2,900,840

Non-GAAP Financial Measures

Segment Contribution Margin

Segment contribution margin is a key metric that management uses to evaluate our operating performance and to determine resource allocation between segments. Segment contribution margin excludes certain corporate costs not associated with the operations of the segment. These unallocated costs include costs related to corporate functional areas such as sales, production and engineering, corporate purchasing, accounting, treasury, information technology, legal and human resources.

The following table sets forth a reconciliation of net income (loss), the most directly comparable GAAP financial measure, to segment contribution margin.


                                                                                              
     
     Three Months Ended


                                                                   June 30, 2019                  March 31, 2019              June 30, 2018




     Sales:



     Oil & Gas Proppants                                                        $
       273,064                                                $
      260,477            $
     324,063



     Industrial & Specialty Products                                    121,790                                      118,273                               103,370




     Total sales                                                        394,854                                      378,750                               427,433



     Segment contribution margin:



     Oil & Gas Proppants                                                 71,456                                       58,588                               114,607



     Industrial & Specialty Products                                     50,145                                       44,561                                41,301




     Total segment contribution margin                                  121,601                                      103,149                               155,908



     Operating activities excluded from segment cost of sales          (20,907)                                    (21,937)                             (21,320)



     Selling, general and administrative                               (38,659)                                    (34,656)                             (42,232)



     Depreciation, depletion and amortization                          (44,899)                                    (44,600)                             (36,563)



     Asset impairment                                                                                                                                   (16,184)



     Interest expense                                                  (23,765)                                    (23,978)                             (20,214)



     Other income, net, including interest income                        15,074                                          722                                 1,081



     Income tax (expense) benefit                                       (2,384)                                       1,972                               (2,832)



     Net income (loss)                                                            $
       6,061                                               $
      (19,328)            $
     17,644




     Less: Net loss attributable to non-controlling interest               (89)                                         (4)



     Net income (loss) attributable to U.S. Silica Holdings, Inc.                 $
       6,150                                               $
      (19,324)            $
     17,644

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 (loss) 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 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:



     
                (All amounts in thousands)                                               
     
      Three Months Ended


                                                                   June 30, 2019                March 31, 2019              June 30, 2018




     Net income (loss) attributable to U.S. Silica Holdings, Inc.                $
      6,150                                               $
       (19,324)          $
     17,644



     Total interest expense, net of interest income                      23,053                                     22,920                               16,490



     Provision for taxes                                                  2,384                                    (1,972)                               2,832



     Total depreciation, depletion and amortization expenses             44,899                                     44,600                               36,563




     EBITDA                                                              76,486                                     46,224                               73,529



     Non-cash incentive compensation (1)                                  2,799                                      4,045                                6,931



     Post-employment expenses (excluding service costs) (2)                 323                                        552                                  554



     Merger and acquisition related expenses (3)                          6,091                                      4,783                               17,624



     Plant capacity expansion expenses (4)                                3,740                                      8,571                               10,721



     Contract termination expenses (5)                                                                              1,000



     Asset impairments (6)                                                                                                                             16,184



     Business optimization projects (7)                                                                                 6



     Facility closure costs (8)                                           4,654                                      2,426



     Gain on valuation change of royalty note payable(9)               (14,100)



     Other adjustments allowable under the Credit Agreement (10)          5,527                                      1,212                              (1,932)




     Adjusted EBITDA                                                            $
      85,520                                                 $
       68,819          $
     123,611





              
                (1)               Reflects
                                                equity-
                                                based, non-
                                                cash
                                                compensation
                                                expense.





              
                (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.
                                                Non-service
                                                net periodic
                                                benefit costs
                                                are not
                                                considered
                                                reflective of
                                                our operating
                                                performance
                                                because these
                                                costs do not
                                                exclusively
                                                originate
                                                from employee
                                                services
                                                during the
                                                applicable
                                                period and
                                                may
                                                experience
                                                periodic
                                                fluctuations
                                                as a result
                                                of changes in
                                                non-
                                                operating
                                                factors,
                                                including
                                                changes in
                                                discount
                                                rates,
                                                changes in
                                                expected
                                                returns on
                                                benefit plan
                                                assets, and
                                                other
                                                demographic
                                                actuarial
                                                assumptions.





              
                (3)               Merger and
                                                acquisition
                                                related
                                                expenses
                                                include legal
                                                fees,
                                                consulting
                                                fees, bank
                                                fees,
                                                severance
                                                costs,
                                                certain
                                                purchase
                                                accounting
                                                items such as
                                                the
                                                amortization
                                                of inventory
                                                fair value
                                                step-up,
                                                information
                                                technology
                                                integration
                                                costs and
                                                similar
                                                charges.
                                                While these
                                                costs are not
                                                operational
                                                in nature and
                                                are not
                                                expected to
                                                continue for
                                                any singular
                                                transaction
                                                on an ongoing
                                                basis,
                                                similar types
                                                of costs,
                                                expenses and
                                                charges have
                                                occurred in
                                                prior periods
                                                and may recur
                                                in the future
                                                as we
                                                continue to
                                                integrate
                                                prior
                                                acquisitions
                                                and pursue
                                                any future
                                                acquisitions.





              
                (4)               Plant capacity
                                                expansion
                                                expenses
                                                include
                                                expenses that
                                                are not
                                                inventoriable
                                                or
                                                capitalizable
                                                as related to
                                                plant
                                                expansion
                                                projects
                                                greater than
                                                $5 million in
                                                capital
                                                expenditures
                                                or plant
                                                start up
                                                projects.
                                                While these
                                                expenses are
                                                not
                                                operational
                                                in nature and
                                                are not
                                                expected to
                                                continue for
                                                any singular
                                                project on an
                                                ongoing
                                                basis,
                                                similar types
                                                of expenses
                                                have occurred
                                                in prior
                                                periods and
                                                may recur in
                                                the future if
                                                we continue
                                                to pursue
                                                future plant
                                                capacity
                                                expansion.





              
                (5)               Reflects
                                                contract
                                                termination
                                                expenses
                                                related to
                                                strategically
                                                exiting a
                                                service
                                                contract and
                                                losses
                                                related to
                                                sub-leases.
                                                While these
                                                expenses are
                                                not
                                                operational
                                                in nature and
                                                are not
                                                expected to
                                                continue for
                                                any singular
                                                event on an
                                                ongoing
                                                basis,
                                                similar types
                                                of expenses
                                                have occurred
                                                in prior
                                                periods and
                                                may recur in
                                                the future as
                                                we continue
                                                to
                                                strategically
                                                evaluate our
                                                contracts.





              
                (6)               The second
                                                quarter of
                                                2018 reflects
                                                a $16.2
                                                million asset
                                                impairment
                                                related to
                                                the closure
                                                of our resin
                                                coating
                                                facility and
                                                associated
                                                product
                                                portfolio.





              
                (7)               Reflects costs
                                                incurred
                                                related to
                                                business
                                                optimization
                                                projects
                                                within our
                                                corporate
                                                center, which
                                                aim to
                                                measure and
                                                improve the
                                                efficiency,
                                                productivity
                                                and
                                                performance
                                                of our
                                                organization.
                                                While these
                                                costs are not
                                                operational
                                                in nature and
                                                are not
                                                expected to
                                                continue for
                                                any singular
                                                project on an
                                                ongoing
                                                basis,
                                                similar types
                                                of expenses
                                                may recur in
                                                the future.







              
                (8)               Reflects costs
                                                incurred
                                                related to
                                                idled sand
                                                facilities
                                                and closed
                                                corporate
                                                offices,
                                                including
                                                severance
                                                costs and
                                                remaining
                                                contracted
                                                costs such as
                                                office lease
                                                costs,
                                                maintenance,
                                                and
                                                utilities.
                                                While these
                                                costs are not
                                                operational
                                                in nature and
                                                are not
                                                expected to
                                                continue for
                                                any singular
                                                event on an
                                                ongoing
                                                basis,
                                                similar types
                                                of expenses
                                                may recur in
                                                the future.







              
                (9)               Gain on
                                                valuation
                                                change of
                                                royalty note
                                                payable due
                                                to a change
                                                in estimate
                                                of future
                                                tonnages and
                                                sales related
                                                to the sand
                                                shipped from
                                                our Tyler,
                                                Texas
                                                facility.
                                                This gain is
                                                not
                                                operational
                                                in nature and
                                                is not
                                                expected to
                                                continue for
                                                any singular
                                                event on an
                                                ongoing
                                                basis.







              
                (10)              Reflects
                                                miscellaneous
                                                adjustments
                                                permitted
                                                under the
                                                Credit
                                                Agreement.
                                                The second
                                                quarter of
                                                2019 includes
                                                $4.2 million
                                                of loss
                                                contingencies
                                                reserve. The
                                                first quarter
                                                of 2019
                                                includes $2.2
                                                million of
                                                loss
                                                contingencies
                                                reserve
                                                offset by
                                                insurance
                                                proceeds of
                                                $2.2 million.
                                                The second
                                                quarter of
                                                2018 includes
                                                a $2.7
                                                million
                                                credit as a
                                                result of the
                                                final
                                                settlement of
                                                contract
                                                termination
                                                costs related
                                                to the
                                                divestiture
                                                of assets in
                                                the first
                                                quarter of
                                                2018.

Investor Contacts
Michael Lawson
Vice President of Investor Relations and Corporate Communications
301-682-0304
lawsonm@ussilica.com

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SOURCE U.S. Silica Holdings, Inc.