U.S. Silica Holdings, Inc. Announces Third Quarter 2020 Results

KATY, Texas, Oct. 29, 2020 /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 third quarter 2020 results, including a net loss of $14.0 million, or $(0.19) per basic and diluted share.

The third quarter results were negatively impacted by $3.8 million, or $0.04 per share, of charges related to asset impairments, merger and acquisition related expense, plant startup and expansion costs, facility closure costs, and other adjustments, resulting in adjusted EPS for the third quarter of $(0.15) per basic and diluted share.

"I'd like to commend our team on delivering outstanding third quarter results despite a challenging, though improving, macro backdrop," said Bryan Shinn, chief executive officer. "Our Industrial segment volumes and profits both rebounded sharply as demand in several key end markets improved materially."

"In our Oil & Gas segment, sand volumes rose 15% and our Sandbox delivered loads surged 74% as industry frac activity and well completions climbed during the quarter. Increased volumes and cost reduction measures including the remeasurement of railcar leases helped drive a 20% sequential jump in segment profitability. Our teams have worked diligently to right-size our cost structure, particularly in the Oil & Gas segment, and the results of those efforts are now apparent," he added.

"We have transformed this more volatile business and equipped it to perform well under a variety of market conditions, while simultaneously continuing to invest in and grow our more stable, higher-margin Industrials business," Shinn concluded.

Third Quarter 2020 Highlights

Total Company

    --  Revenue of $176.5 million for the third quarter of 2020 compared with
        $172.5 million in the second quarter of 2020, up 2% sequentially and
        down 51% from the third quarter of 2019.
    --  Overall tons sold of 2.239 million for the third quarter of 2020
        compared with 1.904 million tons sold in the second quarter of 2020, up
        18% sequentially and down 54% from the third quarter of 2019.
    --  Net loss of $14.0 million, or $(0.19) per basic and diluted share, for
        the third quarter of 2020, compared with a net loss of $23.0 million, or
        $(0.31) per basic and diluted share, for the third quarter of 2019.
    --  Contribution margin of $73.8 million for the third quarter of 2020
        compared with $61.3 million in the second quarter of 2020, up 20%
        sequentially and down 22% from the third quarter of 2019.
    --  Adjusted EBITDA of $51.3 million for the third quarter of 2020 compared
        with $40.8 million in the second quarter of 2020, up 26% sequentially
        and down 12% from the third quarter of 2019.

Industrial and Specialty Products

    --  Revenue of $110.1 million for the third quarter of 2020 compared with
        $100.0 million in the second quarter of 2020, up 10% sequentially and
        down 8% from the third quarter of 2019.
    --  Tons sold totaled 0.957 million for the third quarter of 2020 compared
        with 0.792 million tons sold in the second quarter of 2020, up 21%
        sequentially and flat compared with the third quarter of 2019.
    --  Segment contribution margin of $42.4 million, or $44.26 per ton, for the
        third quarter of 2020 compared with $35.1 million in the second quarter
        of 2020, up 21% sequentially and down 5% from the third quarter of 2019.

The Industrial & Specialty Products segment experienced a 21% sequential increase in contribution margin as sales volumes increased 21%, spurred by stronger demand from several key industrial end markets such as glass, housing and automotive. Contribution margin also benefited by $2.4 million from the remeasurement of operating leases associated with the Company's fleet of rail cars.

In the third quarter, U.S. Silica executed a new supply agreement with a leading global biopharma company and gained momentum with additional trials for its blood plasma filtration product line. The Company is proud to announce it was awarded the 2020 Supplier of the Year by one of its key industrial customers, a leading multinational building products company.

Oil & Gas

    --  Revenue of $66.3 million for the third quarter of 2020 compared with
        $72.5 million in the second quarter of 2020, down 8% sequentially and
        down 73% from the third quarter of 2019.
    --  Tons sold of 1.282 million for the third quarter of 2020 compared with
        1.112 million tons sold in the second quarter of 2020, up 15%
        sequentially and down 67% from the third quarter of 2019.
    --  Segment contribution margin of $31.5 million, or $24.55 per ton, for the
        third quarter of 2020 compared with $26.2 million in the second quarter
        of 2020, up 20% sequentially and down 38% from the third quarter of
        2019.

In the Oil & Gas segment, the Company sold 1.282 million tons in the third quarter, up 15% from the prior quarter, led by a sequential improvement in frac activity and well completions. Contribution margin for the segment improved 20% sequentially to $31.5 million, driven primarily by cost reduction measures including an $18.2 million benefit from the remeasurement of rail leases and higher volumes, partially offset by lower shortfall penalties recorded during the quarter.

SandBox loads increased 74% during the quarter, as key customers in several basins ramped up their pace of well completions and added more frac crews. During the quarter, the Oil & Gas segment was awarded two new contracts, one with a leading oilfield services provider and one with an E&P in the Northeast.

Capital Update

As of September 30, 2020, the Company had $134.9 million in cash and cash equivalents and $49.6 million, including $25.4 million allocated for letters of credit, available under its credit facilities. Total debt outstanding under our credit facilities as of September 30, 2020 was $1.263 billion.

Capital expenditures in the third quarter totaled $4.5 million and were mainly related to growth capital projects at U.S. Silica's Millen, GA, and Columbia, SC, industrial facilities, as well as maintenance spending and cost improvement projects across the network. The Company's forecast of capital expenditures for the full year 2020 is approximately $30.0 million, unchanged from the previous guidance and 75% lower than 2019 capital expenditures of $118.4 million.

Outlook and Guidance

In the Industrial and Specialty Products segment, the Company forecasts fourth quarter volumes to decline 5%-10% sequentially due to the typical seasonality in that business. Excluding the third quarter benefit from the remeasurement of railcar leases, the segment's contribution margin is expected to decline by roughly 10%, in line with the typical seasonal decline seen in past years.

Looking further out into 2021, though economic uncertainty remains, the Company's base case is that the ISP segment's volumes and contribution margin will continue to outperform U.S. GDP trends.

In the Oil & Gas segment, U.S. Silica expects an increase in fourth quarter volumes in the range of 20%-30%, driven by an expected increase in completion activity as operators continue to draw down inventories of drilled but uncompleted wells (DUCs). Adjusting for the third quarter rail lease benefit, the segment's contribution margin is expected to increase 5%-10% sequentially.

For 2021, while uncertainty remains, the Company's base case scenario assumes a more balanced crude oil market, which should drive increased completion activity, higher frac sand demand and a stabilization of pricing.

Conference Call

U.S. Silica will host a conference call for investors today, October 29, 2020 at 7:30 a.m. Central Time to discuss these results. Hosting the call will be Bryan Shinn, 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 13711449. The replay will be available through Nov. 28, 2020.

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 120-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 400 diversified product types to customers across its multiple end markets. U.S. Silica's wholly owned subsidiaries include EP Minerals and SandBox Logistics(TM). EP Minerals is an industry leader in the production of products derived from diatomaceous earth, perlite, engineered clays, and non-activated clays. SandBox Logistics(TM) 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 23 mines and production facilities. The Company is headquartered in Katy, Texas and has offices in 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 the Company's growth opportunities, strategy, future financial results, forecasts, projections, plans and capital expenditures, technological innovations, ability to reduce costs or idle plants, the impacts of COVID-19 on the Company's operations, 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; the effect of the COVID-19 pandemic on markets the Company serves, 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; the entry of competitors into our marketplace; 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; changes in oil and gas inventories; 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, pharmaceuticals, and oil and gas production; silica-related health issues and corresponding litigation; and other risks and uncertainties detailed in this press release and our 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



                                                                      September 30,                                                     June 30, 2020            September 30,


                                                                                        2020                                                                          2019

                                                                                                                                                                    ---


     Total sales                                                                               $
            176,472                                             $
       172,537                $
         361,814


      Total cost of sales (excluding depreciation,
       depletion and amortization)                                                   107,592                                     124,743                                       283,633



     Operating expenses:



     Selling, general and administrative                                             27,216                                      39,126                                        40,208


      Depreciation, depletion and amortization                                        40,069                                      37,086                                        47,126



     Goodwill and other asset impairments                                               222                                       3,956                                           130




     Total operating expenses                                                        67,507                                      80,168                                        87,464




     Operating income (loss)                                                          1,373                                    (32,374)                                      (9,283)



     Other (expense) income:



     Interest expense                                                              (19,274)                                   (22,179)                                     (24,733)


      Other (expense) income, net, including interest
       income                                                                          (409)                                    (1,670)                                        3,280




     Total other expense                                                           (19,683)                                   (23,849)                                     (21,453)




     Loss before income taxes                                                      (18,310)                                   (56,223)                                     (30,736)



     Income tax benefit                                                               4,094                                      23,605                                         7,671




     Net loss                                                                                 $
            (14,216)                                           $
       (32,618)              $
         (23,065)



      Less: Net loss attributable to non-controlling
       interest                                                                        (254)                                      (264)                                         (28)



      Net loss attributable to U.S. Silica Holdings,
       Inc.                                                                                    $
            (13,962)                                           $
       (32,354)              $
         (23,037)





      Loss per share attributable to U.S. Silica Holdings, Inc.:



     Basic                                                                                      $
            (0.19)                                             $
       (0.44)                $
         (0.31)



     Diluted                                                                                    $
            (0.19)                                             $
       (0.44)                $
         (0.31)



     Weighted average shares outstanding:



     Basic                                                                           73,688                                      73,620                                        73,328



     Diluted                                                                         73,688                                      73,620                                        73,328



     Dividends declared per share                                                
            $                                              
            $                                       $
         0.06



     
                U.S. SILICA HOLDINGS, INC.



     
                CONDENSED CONSOLIDATED BALANCE SHEETS



     
                (Unaudited; dollars in thousands)




                                                                 September 30,                                    December 31,
                                                                          2020                             2019

                                                                                                           ---



                                                           
       
                ASSETS



     
                Current Assets:



     Cash and cash equivalents                                                    $
              134,923                          $
       185,740



     Accounts receivable, net                                         173,827                            182,238



     Inventories, net                                                 104,711                            124,432


      Prepaid expenses and other current
       assets                                                           44,280                             16,155



     Income tax deposits                                                    -                               475




     Total current assets                                             457,741                            509,040



      Property, plant and mine development,
       net                                                           1,415,636                          1,517,587


      Operating lease right-of-use assets                               41,265                             53,098



     Goodwill                                                         185,649                            273,524



     Intangible assets, net                                           164,632                            183,815



     Other assets                                                      11,724                             16,170




     Total assets                                                               $
              2,276,647                        $
       2,553,234



                                                
            
       LIABILITIES AND STOCKHOLDERS' EQUITY



     
                Current Liabilities:


      Accounts payable and accrued expenses                                        $
              128,193                          $
       248,237


      Current portion of operating lease
       liabilities                                                      30,887                             53,587


      Current portion of long-term debt                                 44,248                             18,463


      Current portion of deferred revenue                               15,531                             15,111




     Total current liabilities                                        218,859                            335,398




     Long-term debt, net                                            1,208,969                          1,213,985



     Deferred revenue                                                  28,811                             35,523


      Liability for pension and other post-
       retirement benefits                                              67,913                             58,453



     Deferred income taxes, net                                        40,334                             38,585



     Operating lease liabilities                                       76,827                            117,964



     Other long-term liabilities                                       31,268                             36,746




     Total liabilities                                              1,672,981                          1,836,654




     
                Stockholders' Equity:



     Preferred stock                                                        -



     Common stock                                                         827                                823



     Additional paid-in capital                                     1,197,464                          1,185,116



     Retained deficit                                               (400,061)                         (279,956)



     Treasury stock, at cost                                        (181,542)                         (180,912)


      Accumulated other comprehensive loss                            (24,841)                          (19,854)



      Total U.S. Silica Holdings, Inc.
       stockholders' equity                                            591,847                            705,217




     Non-controlling interest                                          11,819                             11,363




     Total stockholders' equity                                       603,666                            716,580



      Total liabilities and stockholders'
       equity                                                                    $
              2,276,647                        $
       2,553,234

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 selling, general, and administrative costs, corporate costs, plant capacity expenses, and facility closure costs.

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


                    (All amounts in thousands)                                    
     
                Three Months Ended



                                               September 30,                         September 30,



                                                                2020                                 June 30, 2020            2019




     Sales:



     Oil & Gas Proppants                                              $
       66,343                                                    $
        72,495               $
        242,707


      Industrial & Specialty Products                        110,129                                                  100,042                         119,107




     Total sales                                            176,472                                                  172,537                         361,814


      Segment contribution margin:



     Oil & Gas Proppants                                     31,478                                                   26,170                          50,557


      Industrial & Specialty Products                         42,353                                                   35,119                          44,397



      Total segment contribution margin                       73,831                                                   61,289                          94,954


      Operating activities excluded from
       segment cost of sales                                 (4,951)                                                (13,495)                       (16,773)


      Selling, general and administrative                   (27,216)                                                (39,126)                       (40,208)


      Depreciation, depletion and
       amortization                                         (40,069)                                                (37,086)                       (47,126)


      Goodwill and other asset
       impairments                                             (222)                                                 (3,956)                          (130)



     Interest expense                                      (19,274)                                                (22,179)                       (24,733)


      Other (expense) income, net,
       including interest income                               (409)                                                 (1,670)                          3,280



     Income tax benefit                                       4,094                                                   23,605                           7,671




     Net loss                                                       $
       (14,216)                                                 $
        (32,618)             $
        (23,065)



      Less: Net loss attributable to non-
       controlling interest                                    (254)                                                   (264)                           (28)



      Net loss attributable to U.S.
       Silica Holdings, Inc.                                         $
       (13,962)                                                 $
        (32,354)             $
        (23,037)

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 (loss), the most directly comparable GAAP financial measure, to Adjusted EBITDA:


                  (All amounts in
                   thousands)                                         
     
                Three Months Ended



                                  September 30,                         September 30,



                                                   2020                                June 30, 2020             2019



     Net loss attributable
      to U.S. Silica
      Holdings, Inc.                                    $
       (13,962)                                                 $
        (32,354)            $
        (23,037)


     Total interest
      expense, net of
      interest income                            19,801                                                   21,295                         23,711


     Provision for taxes                        (4,094)                                                (23,605)                       (7,671)


     Total depreciation,
      depletion and
      amortization
      expenses                                   40,069                                                   37,086                         47,126



                  EBITDA                         41,814                                                    2,422                         40,129


     Non-cash incentive
      compensation (1)                            5,523                                                    4,388                          3,722


     Post-employment
      expenses (excluding
      service costs) (2)                            161                                                      527                            426


     Merger and
      acquisition related
      expenses (3)                                  285                                                      386                          4,873


     Plant capacity
      expansion expenses
      (4)                                          744                                                    2,390                          3,918


     Contract termination
      expenses (5)                                                                                                                         60


     Goodwill and other
      asset impairments
      (6)                                          222                                                    3,956                            130


     Business optimization
      projects (7)                                   24                                                      (4)                            49


     Facility closure
      costs (8)                                   1,881                                                    2,738                          3,523


     Gain on valuation
      change of royalty
      note payable (9)                                                                                                                (2,004)


     Other adjustments
      allowable under the
      Credit Agreement
      (10)                                         675                                                   23,963                          3,583



                  Adjusted EBITDA                         $
       51,329                                                    $
        40,766              $
         58,409




              
                (1)               Reflects
                                                equity-based
                                                and other
                                                equity-
                                                related
                                                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.
                                                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 three
                                                months ended
                                                September 30,
                                                2020 reflect
                                                $0.2 million
                                                of asset
                                                impairments
                                                related to
                                                operating
                                                lease right-
                                                of-use
                                                assets in our
                                                Oil & Gas
                                                Proppants
                                                segment.  The
                                                three months
                                                ended June
                                                30, 2020
                                                reflect $4.0
                                                million of
                                                asset
                                                impairments
                                                related to
                                                long-lived
                                                assets,
                                                operating
                                                lease right-
                                                of-use
                                                assets and
                                                inventory
                                                related to
                                                idled
                                                facilities in
                                                our Oil & Gas
                                                Proppants
                                                segment. The
                                                three months
                                                ended
                                                September 30,
                                                2019 reflect
                                                a $0.1
                                                million asset
                                                impairment
                                                related to
                                                rail cars
                                                that will not
                                                be utilized
                                                before the
                                                end of their
                                                leases.  See
                                                Note G -
                                                Inventories,
                                                Note H -
                                                Property,
                                                Plant and
                                                Mine
                                                Development,
                                                and Note Q -
                                                Leases to our
                                                Condensed
                                                Consolidated
                                                Financial
                                                Statements in
                                                Part I, Item
                                                1 of our
                                                Quarterly
                                                Report on
                                                Form 10-Q
                                                for more
                                                information.





              
                (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.
                                                The 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,
                                                such as
                                                recruiting
                                                fees and
                                                relocation
                                                costs. The
                                                three months
                                                ended June
                                                30, 2020 also
                                                included $1.9
                                                million in
                                                transload
                                                shortfalls
                                                and exit
                                                fees, $4.1
                                                million in
                                                inventory
                                                adjustments,
                                                $2.5 million
                                                measurement
                                                period
                                                adjustment to
                                                the gain
                                                attributable
                                                to the
                                                bargain
                                                purchase of
                                                Arrows Up,
                                                $3.1 million
                                                in severance
                                                costs, and
                                                $11.8 million
                                                in legal
                                                expense due
                                                to
                                                unsuccessful
                                                defense of a
                                                small number
                                                of our
                                                patents. See
                                                Note E -
                                                Business
                                                Combinations
                                                to our
                                                Condensed
                                                Consolidated
                                                Financial
                                                Statements in
                                                Part I, Item
                                                1 of our
                                                Quarterly
                                                Report on
                                                Form 10-Q for
                                                more
                                                information.
                                                The three
                                                months ended
                                                September 30,
                                                2019 also
                                                included $6.2
                                                million of
                                                loss
                                                contingencies
                                                reserve,
                                                partially
                                                offset by
                                                insurance
                                                proceeds of
                                                $2.2 million.

U.S. Silica Holdings, Inc.

Investor Contact
Arjun Sreekumar
Director of Investor Relations
281-394-9584
sreekumar@ussilica.com

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SOURCE U.S. Silica Holdings, Inc.