PARENT COMPANY FINANCIALS | NOTE V— PARENT COMPANY FINANCIALS U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS December 31, 2023 2022 (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 101,378 $ 48,398 Other receivables — 275 Due from affiliates 98,206 160,315 Total current assets 199,584 208,988 Investment in subsidiaries 655,993 495,776 Total assets $ 855,577 $ 704,764 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable and accrued liabilities $ 50 $ 50 Dividends payable — 20 Total current liabilities 50 70 Total liabilities 50 70 Stockholders’ Equity: Preferred stock — — Common stock 877 854 Additional paid-in capital 1,249,460 1,234,834 Retained deficit (204,159) (351,084) Treasury stock, at cost (196,745) (186,196) Accumulated other comprehensive (loss) income (125) (1,723) Total U.S. Silica Holdings, Inc. stockholders’ equity 849,308 696,685 Non-controlling interest 6,219 8,009 Total stockholders' equity 855,527 704,694 Total liabilities and stockholders’ equity $ 855,577 $ 704,764 U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Year ended December 31, 2023 2022 2021 (in thousands) Sales $ — $ — $ — Cost of sales — — — Operating expenses Selling, general and administrative 252 253 252 Total operating expenses 252 253 252 Operating loss (252) (253) (252) Other income (expense) Interest income 2,983 565 5 Total other income 2,983 565 5 Income (loss) before income taxes and equity in net earnings of subsidiaries 2,731 312 (247) Income tax expense — — — Income (loss) before equity in net earnings of subsidiaries 2,731 312 (247) Equity in earnings of subsidiaries, net of tax 143,758 77,528 (34,074) Net income (loss) $ 146,489 $ 77,840 $ (34,321) Less: Net loss attributable to non-controlling interest (436) (336) (560) Net income (loss) attributable to U.S. Silica Holdings, Inc. $ 146,925 $ 78,176 $ (33,761) Net income (loss) $ 146,489 $ 77,840 $ (34,321) Other comprehensive income (loss) Unrealized gain (loss) on derivatives (net of tax of $281, $(746), and $0 for 2023, 2022, and 2021, respectively) 882 (2,342) — Foreign currency translation adjustment (net of tax of $90, $(269), and $(309) for 2023, 2022 and 2021, respectively) 281 (845) (1,000) Pension and other post-retirement benefits liability adjustment (net of tax of $139, $355, and $3,131 for 2023, 2022 and 2021, respectively) 435 1,115 9,828 Comprehensive income (loss) $ 148,087 $ 75,768 $ (25,493) Less: Comprehensive loss attributable to non-controlling interest (436) (336) (560) Comprehensive income (loss) attributable to U.S. Silica Holdings, Inc. $ 148,523 $ 76,104 $ (24,933) U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (amounts in thousands) Par Value Treasury Stock Additional Paid-In Capital Retained Deficit - Present Accumulated Other Comprehensive (Loss) Income Total U.S. Silica, Inc. Stockholders' Equity Non-controlling Interest Total Balance at January 1, 2021 $ 827 $ (181,615) $ 1,200,023 $ (395,496) $ (8,479) $ 615,260 $ 11,531 $ 626,791 Net loss — — — (33,761) — (33,761) (560) (34,321) Foreign currency translation adjustment — — — — (1,000) (1,000) — (1,000) Pension and post-retirement liability — — — — 9,828 9,828 — 9,828 Cash dividends — — — (3) — (3) — (3) Distributions to non-controlling interest — — — — — — (1,103) (1,103) Common stock-based compensation plans activity: Equity-based compensation — — 18,809 — — 18,809 — 18,809 Proceeds from options exercised — 344 (239) — — 105 — 105 Shares withheld for employee taxes related to vested restricted stock and stock units 18 (5,023) (18) — — (5,023) — (5,023) Balance at December 31, 2021 $ 845 $ (186,294) $ 1,218,575 $ (429,260) $ 349 $ 604,215 $ 9,868 $ 614,083 Net income — — — 78,176 — 78,176 (336) 77,840 Unrealized loss on derivatives — — — — (2,342) (2,342) — (2,342) Foreign currency translation adjustment — — — — (845) (845) — (845) Pension and post-retirement liability — — — — 1,115 1,115 — 1,115 Distributions to non-controlling interest — — — — — — (1,523) (1,523) Common stock-based compensation plans activity: Equity-based compensation — — 18,364 — — 18,364 — 18,364 Proceeds from options exercised — 3,051 (2,096) — — 955 — 955 Shares withheld for employee taxes related to vested restricted stock and stock units 9 (2,953) (9) — — (2,953) — (2,953) Balance at December 31, 2022 $ 854 $ (186,196) $ 1,234,834 $ (351,084) $ (1,723) $ 696,685 $ 8,009 $ 704,694 Net income — — — 146,925 — 146,925 (436) 146,489 Unrealized gain on derivatives — — — — 882 882 — 882 Foreign currency translation adjustment — — — — 281 281 — 281 Pension and post-retirement liability — — — — 435 435 — 435 Distributions to non-controlling interest — — — — — — (1,354) (1,354) Common stock-based compensation plans activity: Equity-based compensation — — 14,649 — — 14,649 — 14,649 Shares withheld for employee taxes related to vested restricted stock and stock units 23 (10,549) (23) — — (10,549) — (10,549) Balance at December 31, 2023 $ 877 $ (196,745) $ 1,249,460 $ (204,159) $ (125) $ 849,308 $ 6,219 $ 855,527 U.S. SILICA HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS Year ended December 31, 2023 2022 2021 (in thousands) Operating activities: Net income (loss) $ 146,489 $ 77,840 $ (34,321) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Undistributed (income) loss from equity method investment, net (143,758) (77,528) 34,074 Changes in assets and liabilities, net of effects of acquisitions: Other receivables 275 (275) — Accounts payable and accrued liabilities — — (236) Net cash provided by (used in) operating activities 3,006 37 (483) Investing activities: Investment in subsidiary — — — Net cash used in investing activities — — — Financing activities: Dividends paid (23) (164) (26) Proceeds from options exercised — 955 105 Tax payments related to shares withheld for vested restricted stock and stock units (10,549) (2,953) (5,023) Distributions to non-controlling interest (1,354) (1,523) (1,103) Net financing activities with subsidiaries 61,900 5,050 6,675 Net cash provided by financing activities 49,974 1,365 628 Net increase in cash and cash equivalents 52,980 1,402 145 Cash and cash equivalents, beginning of period 48,398 46,996 46,851 Cash and cash equivalents, end of period $ 101,378 $ 48,398 $ 46,996 Supplemental cash flow information: Cash received during the period for: Interest $ (2,983) $ (565) $ (17) Notes to Condensed Financial Statements of Registrant (Parent Company Only) These condensed parent company only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, because the restricted net assets of the subsidiaries of U.S. Silica Holdings, Inc. (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of our consolidated net assets. The ability of our operating subsidiaries to pay dividends may be restricted due to the terms of our Credit Facility, as discussed in Note J - Debt to these financial statements. These condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements; the only exceptions are that (a) the parent company accounts for its subsidiaries using the equity method of accounting, (b) taxes are allocated to the parent from the subsidiary using the separate return method, and (c) intercompany loans are not eliminated. In the parent company financial statements, our investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. These condensed parent company financial statements should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this report. No cash dividends were paid to the parent by its consolidated entities for the years presented in the condensed financial statements. |