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8-K/A - AMENDMENT TO FORM 8-K - Hi-Crush Inc.d581990d8ka.htm
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EX-23.1 - EX-23.1 - Hi-Crush Inc.d581990dex231.htm

Exhibit 99.1

 

D & I Silica, LLC

Financial Statements

For the Years Ended December 31, 2012, 2011 and 2010


D & I SILICA, LLC

Index to Financial Statements

 

Report of Independent Registered Public Accounting Firm

   1

Balance Sheets as of December 31, 2012 and 2011

   2

Statements of Operations for the Years Ended December 31, 2012, 2011 and 2010

   3

Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010

   4

Statements of Members’ Capital as of and for the Years Ended December 31, 2012, 2011 and 2010

   5

Notes to Financial Statements

   6


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of

D & I Silica, LLC

Sheffield, Pennsylvania

We have audited the accompanying balance sheets of D & I Silica, LLC as of December 31, 2012 and 2011, and the related statements of operations, members’ capital, and cash flows for each of the years in the three year period ended December 31, 2012. D & I Silica, LLC’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of D & I Silica, LLC as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

/s/ EEPB, PC

Houston, Texas

August 12, 2013

 

1


D & I SILICA, LLC

Balance Sheets

(in thousands)

 

     December 31,
2012
     December 31,
2011
 

Assets

     

Current assets

     

Cash

   $ 185       $ 2,910   

Restricted cash

     645         300   

Accounts receivable

     13,943         17,616   

Inventories

     3,508         541   

Prepaid expenses and other current assets

     887         1,881   
  

 

 

    

 

 

 

Total current assets

     19,168         23,248   

Property, plant and equipment, net

     24,726         13,487   

Deferred charges, net

     13         19   

Other assets

     4,864         2,349   
  

 

 

    

 

 

 

Total assets

   $ 48,771       $ 39,103   
  

 

 

    

 

 

 

Liabilities and Members’ Capital

     

Current liabilities

     

Accounts payable

   $ 8,515       $ 8,615   

Accrued liabilities

     662         1,669   

Current portion of long-term debt

     2,763         1,480   

Deferred revenue

     112         112   
  

 

 

    

 

 

 

Total current liabilities

     12,052         11,876   

Long-term debt

     4,144         6,206   
  

 

 

    

 

 

 

Total liabilities

     16,196         18,082   
  

 

 

    

 

 

 

Commitments and contingencies

     —           —     

Members’ capital

     

Members’ capital

     32,575         21,021   
  

 

 

    

 

 

 

Total members’ capital

     32,575         21,021   
  

 

 

    

 

 

 

Total Liabilities and Members’ Capital

   $ 48,771       $ 39,103   
  

 

 

    

 

 

 

The accompanying notes are an integral part of these financial statements.

 

2


D & I SILICA, LLC

Statements of Operations

(in thousands)

 

     Year Ended
December 31, 2012
    Year Ended
December 31, 2011
    Year Ended
December 31, 2010
 

Revenues

   $ 104,122      $ 95,733      $ 41,830   

Cost of goods sold

     81,949        76,396        35,084   
  

 

 

   

 

 

   

 

 

 

Gross profit

     22,173        19,337        6,746   
  

 

 

   

 

 

   

 

 

 

Operating expenses

      

General and administrative

     3,697        3,180        952   
  

 

 

   

 

 

   

 

 

 

Total operating expenses

     3,697        3,180        952   
  

 

 

   

 

 

   

 

 

 

Income from operations

     18,476        16,157        5,794   

Other income (expense)

      

Other income

     483        714        635   

Interest expense

     (139     (130     (61
  

 

 

   

 

 

   

 

 

 

Total other income

     344        584        574   
  

 

 

   

 

 

   

 

 

 

Net income

   $ 18,820      $ 16,741      $ 6,368   
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

3


D & I SILICA, LLC

Statements of Cash Flows

(in thousands)

 

     Year Ended
December 31, 2012
    Year Ended
December 31, 2011
    Year Ended
December 31, 2010
 

Operating activities

      

Net income

   $ 18,820      $ 16,741      $ 6,368   

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization

     4,832        2,980        690   

Deferred charges amortization

     6        10        —     

(Gain) loss on sale of assets

     67        (1     3   

Non-cash compensation

     —          741        —     

Government grants for the purchase of fixed assets

     (538     (719     (644

Changes in operating assets and liabilities:

      

Accounts receivable

     3,673        (9,105     (5,947

Inventories

     (2,967     (473     65   

Prepaids and other current assets

     994        (1,630     (191

Other assets

     (2,545     (2,262     (100

Accounts payable

     (1,339     4,184        2,591   

Accrued liabilities

     (1,007     1,356        313   

Deferred revenue

     —          112        —     
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     19,996        11,934        3,148   
  

 

 

   

 

 

   

 

 

 

Investing activities

      

Increase in restricted cash, net

     (345     (300     —     

Proceeds from sale of property, plant and equipment

     12        2        4   

Capital expenditures for property, plant and equipment

     (14,343     (10,054     (4,268
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (14,676     (10,352     (4,264
  

 

 

   

 

 

   

 

 

 

Financing activities

      

Proceeds from issuance of long-term debt

     879        7,686        4,914   

Repayments of long-term debt

     (1,658     (3,039     (2,475

Loan origination costs

     —          (29     —     

Contributions received

     —          —          1   

Distributions paid

     (7,266     (4,722     —     
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (8,045     (104     2,440   
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash

     (2,725     1,478        1,324   

Cash, beginning of period

     2,910        1,432        108   
  

 

 

   

 

 

   

 

 

 

Cash, end of period

   $ 185      $ 2,910      $ 1,432   
  

 

 

   

 

 

   

 

 

 

Supplemental disclosures:

      

Cash paid for interest

   $ 162      $ 154      $ 61   

Non-cash investing and financing activities:

      

Increase in accounts payable and accrued liabilities for additions to property, plant and equipment

   $ 1,239      $ 453      $ 72   

The accompanying notes are an integral part of these financial statements.

 

4


D & I SILICA, LLC

Statement of Members’ Capital

(in thousands)

 

Balance at January 1, 2010

   $ 1,892   

Contributions

     1   

Net income

     6,368   
  

 

 

 

Balance at December 31, 2010

     8,261   

Contributions

     741   

Distributions

     (4,722

Net income

     16,741   
  

 

 

 

Balance at December 31, 2011

     21,021   

Contributions

     —     

Distributions

     (7,266

Net income

     18,820   
  

 

 

 

Balance at December 31, 2012

   $ 32,575   
  

 

 

 

The accompanying notes are an integral part of these financial statements.

 

5


D & I SILICA, LLC

Notes to Financial Statements

For the Years Ended December 31, 2012, 2011 and 2010

(Dollars in thousands, unless otherwise noted)

1. Business and Organization

D & I Silica, LLC (the “Company”) provides sand and related delivery services to oil and gas companies at delivery points in Pennsylvania, Ohio and New York. Most of the products and services are used for hydraulic fracturing Marcellus Shale and Utica Shale gas wells in Pennsylvania, Ohio and New York. As the Company earns all of its revenues through the sale of frac sand and related services, we have concluded that we have one operating segment for reporting purposes.

2. Significant Accounting Policies

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The more significant estimates relate to our estimates and assumptions for the estimated lives of long-lived assets, assessing potential impairment of long-lived assets, estimating the fair value of equity based compensation and estimating potential loss contingencies. Actual results could differ from those estimates.

Revenue Recognition

Frac sand revenues are recognized when legal title passes to the customer, which may occur at the rail origin, during transit or at the destination terminal, at which point delivery has occurred, evidence of a contractual arrangement exists and collectability is reasonably assured. Amounts received from customers in advance of sand deliveries are recorded as deferred revenue.

Transportation services revenues are recognized as the services have been completed, meaning the associated delivery has occurred or the related services have been rendered. At that point, delivery of the service has occurred, evidence of a contractual arrangement exists and collectability is reasonably assured. Amounts received from customers in advance of transportation services are recorded as deferred revenue.

Silo storage lease income attributable to silo storage leases is recorded on a straight-line basis over the term of the lease.

Cash and Cash Equivalents

Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less.

The Company must pledge cash escrow accounts for the benefit of the Pennsylvania Department of Transportation, Bureau of Rail Freight, Ports and Waterways (“Bureau”) to guarantee performance on rail improvement projects partially funded by the Bureau. The funds are released when the project is completed.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Management analyzes the collectability of outstanding balances and records an allowance for any balances deemed uncollectible. The Company incurred $10 of bad debt expense during the year ended December 31, 2011. No bad debt expense was incurred during the years ended December 31, 2012 and 2010.

Inventories

Inventory consists of purchased frac sand in-transit, stored in rail cars, or held in silos. Inventory is stated at the lower of cost or market using the first-in, first-out method (“FIFO”). Costs applied to the inventory include the cost of purchased sand and associated freight costs. Silo tonnages are calculated by measuring the number of tons and applying the associated FIFO cost associated with the most recent shipments trans loaded into the silos. Reviews are performed related to the net realizable value of the inventory, giving consideration to quality, excessive levels, obsolescence and other factors.

Shipping and handling costs are charged to cost of goods sold when incurred.

 

6


D & I SILICA, LLC

Notes to Financial Statements

For the Years Ended December 31, 2012, 2011 and 2010

(Dollars in thousands, unless otherwise noted)

 

Property, Plant and Equipment

Additions and improvements occurring through the normal course of business are capitalized at cost. When assets are retired or disposed of, the cost and the accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in the income statement. Expenditures for normal repairs and maintenance are expensed as incurred. Construction-in-progress is primarily comprised of facilities, machinery and equipment which has not been placed in service.

Capitalized costs incurred during the year for major improvement and capital projects that are not placed in service are recorded as construction-in-progress. Construction-in-progress is not depreciated until the related assets or improvements are ready to be placed in service.

Fixed assets are carried at historical cost and are depreciated using the straight-line or double declining method over the estimated useful lives of the assets, as follows:

 

Asset

Classification

  

Depreciable

Life

  

Depreciation

Method

Buildings

   39 years    Straight line method

Rail sidings and site improvements

   15 years    150% declining balance

Software

   3 years    Straight line method

Equipment

   3-5 years    200% declining balance

Material handling

   3-5 years    200% declining balance

Vehicles and railcars

   3-5 years    200% declining balance

Impairment of Long-lived Assets

Recoverability of investments in property, plant and equipment is periodically evaluated. Estimated future undiscounted net cash flows are calculated using estimated future sales prices (considering historical and current prices, price trends and related factors) and operating costs and anticipated capital expenditures. Reductions in the carrying value of our investment are only recorded if the undiscounted cash flows are less than our book basis in the applicable assets.

Impairment losses are recognized based on the extent that the remaining investment exceeds the fair value, which is determined based upon the estimated future discounted net cash flows to be generated by the property, plant and equipment.

Management’s estimates of prices and operating and capital costs are subject to certain risks and uncertainties which may affect the recoverability of our investments in property, plant and equipment. Although management has made its best estimate of these factors based on current conditions, it is reasonably possible that changes could occur in the near term, which could adversely affect management’s estimate of the net cash flows expected to be generated from its operating property. No impairment charges were recorded during 2012, 2011 or 2010.

Advance to Supplier

During 2012 and 2011, the Company made advance prepayments totaling $4,472 to a supplier in exchange for exclusive rights to purchase sand from the supplier’s facility for 20 years and a discounted rate per purchased ton. Discounts received under this advance are offset against the asset balance over the term of the agreement. As of December 31, 2012, the current and long-term balance outstanding under this advance was $425 and $3,868, respectively.

 

7


D & I SILICA, LLC

Notes to Financial Statements

For the Years Ended December 31, 2012, 2011 and 2010

(Dollars in thousands, unless otherwise noted)

 

Deferred Charges

Certain direct costs incurred in connection with debt financing have been capitalized and are being amortized using the straight-line method, which approximates the effective interest method, over the life of the debt. Amortization expense is included in interest expense and was $6 and $10 for the years ended December 31, 2012 and 2011, respectively. There was no amortization expense incurred during the year ended December 31, 2010.

The following is a summary of future amortization expense associated with deferred charges:

 

For the years ending December 31,

  

2013

   $ 6   

2014

     5   

2015

     2   
  

 

 

 

Total

   $     13   
  

 

 

 

Non-Cash Compensation

Equity-based compensation awards to members are recognized in the period earned based on the estimated fair value as of the grant date. The Company incurred $741 of compensation expense during 2011.

Government Grants

Government grants received for the development of rail facilities are capitalized as a component of property, plant and equipment and recognized as other income during the period earned. The Company recognized grant income of $538, $718 and $644 during the years ended December 31, 2012, 2011 and 2010, respectively, as reflected in other income.

Fair Value of Financial Instruments

The amounts reported in the balance sheet as current assets or liabilities, including cash, accounts receivable, accounts payable, accrued liabilities and deferred revenue approximate fair value due to the short-term maturities of these instruments. In addition, the amount recorded on the balance sheet pertaining to the long-term debt outstanding under the Company’s credit facilities approximated their fair value due to its floating interest rate. The fair value of these debts are categorized as a Level 2 measurement per the hierarchy within ASC 820, Fair Value Measurements, as it was based on observable inputs including credit ratings on debt issuances with similar credit risk profiles as the Company. See Note 6—Debt for information regarding borrowings under the Company’s credit facilities.

Income Taxes

The Company is a pass-through entity and is not considered a taxing entity for federal tax purposes. Therefore, there is not a provision for income taxes in the accompanying financial statements. The Company’s net income or loss is allocated to its members in accordance with the Company’s operating agreement. The members are taxed individually on their share of the Company’s earnings. At December 31, 2012 and 2011, the Company did not have any liabilities for uncertain tax positions or gross unrecognized tax benefit. Tax years ended after 2009 remain subject to audit by taxing authorities.

The Company is considered a taxing entity for certain state taxes, capital stock taxes and other fees. The Company incurred $156, $74 and $25 of such taxes and fees, as reflected in general and administrative expense, during the years ended December 31, 2012, 2011 and 2010, respectively.

Recent Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRS, which clarifies Topic 820 and provides guidance on changes to certain principles or requirements for measuring fair value. The amendment is effective during interim and annual periods beginning after December 15, 2011. The Company adopted this guidance during the first quarter of 2012. The adoption of this guidance did not have a significant impact on the financial statements.

 

8


D & I SILICA, LLC

Notes to Financial Statements

For the Years Ended December 31, 2012, 2011 and 2010

(Dollars in thousands, unless otherwise noted)

 

3. Inventories

Inventories consisted of the following:

 

     December 31,
2012
     December 31,
2011
 

Finished goods

   $ 3,508       $ 541   
  

 

 

    

 

 

 

4. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

 

     December 31,
2012
    December 31,
2011
 

Land

   $ 135      $ 100   

Buildings and improvements

     1,546        19   

Equipment

     3,474        1,921   

Material handling

     9,046        8,591   

Rail sidings and site improvements

     6,766        3,615   

Vehicles and railcars

     1,342        1,128   

Construction-in-progress

     11,633        2,537   
  

 

 

   

 

 

 
     33,942        17,911   

Less: Accumulated depreciation

     (9,216     (4,424
  

 

 

   

 

 

 
   $ 24,726      $ 13,487   
  

 

 

   

 

 

 

Depreciation expense was $4,801, $2,967 and $690 for the years ended December 31, 2012, 2011 and 2010, respectively.

5. Other Assets

Other assets consisted of the following:

 

     December 31,
2012
     December 31,
2011
 

Mine production rights, net

   $ 544       $ 380   

Advance to supplier

     3,868         1,806   

Other

     452         163   
  

 

 

    

 

 

 
   $ 4,864       $ 2,349   
  

 

 

    

 

 

 

Amortization expense for mine production rights was $30, $13 and $0 for the years ended December 31, 2012, 2011 and 2010, respectively.

 

9


D & I SILICA, LLC

Notes to Financial Statements

For the Years Ended December 31, 2012, 2011 and 2010

(Dollars in thousands, unless otherwise noted)

 

6. Debt

Long-term debt consisted of the following:

 

     December 31,
2012
    December 31,
2011
 

Note payable to bank – due January 2017

   $ 4,136      $ 4,862   

Note payable to bank – due July 2014

     2,771        2,824   
  

 

 

   

 

 

 

Total

     6,907        7,686   

Less: current portion of long-term debt

     (2,763     (1,480
  

 

 

   

 

 

 

Long-term debt

   $ 4,144      $ 6,206   
  

 

 

   

 

 

 

Note Payable to Bank – Due January 2017

In 2011, the Company entered into a note payable with a bank with an initial principal amount of $5,065. Borrowings under the note bear interest at LIBOR plus 250 basis points. The note is to be repaid through monthly payments of $84 plus interest between February 2012 and January 2017. The note is secured by all Company assets.

Note Payable to Bank – Due July 2014

In 2011, the Company entered into a note payable with a bank with an initial principal amount of $3,500. Borrowings under the note bear interest at LIBOR plus 250 basis points. The note is to be repaid through monthly payments of $146 plus interest between August 2012 and July 2014. The note is secured by all Company assets.

Line of Credit

In 2011, the Company entered into a $5,000 line of credit with a bank which is secured by all of the Company’s assets. During 2012, the line of credit was increased to $15,000. Borrowings under the line of credit carry an interest rate equal to the LIBOR Flex Rate plus 200 basis points. No balance was outstanding under this line of credit as of December 31, 2012 and 2011.

Future maturities of long-term debt are as follows for the years ended December 31:

 

2013

   $ 2,763   

2014

     2,034   

2015

     1,013   

2016

     1,013   

2017

     84   
  

 

 

 

Total

   $ 6,907   
  

 

 

 

7. Member Capital

The Company maintains one class of membership units directly owned by four members as of December 31, 2012.

Contributions

During 2011, the Company granted a non-voting equity interest equal to 3% ownership to an employee as compensation for services rendered during 2011. The fair value of the grant was $741 and was calculated through an independent appraisal utilizing a discounted cash flow method. In connection with this grant, the Company also paid $495 to the member as an income tax gross-up of the award. Total compensation expense during 2011 was $1,236 of which $495 remained outstanding as an accrued liability as of December 31, 2011.

 

10


D & I SILICA, LLC

Notes to Financial Statements

For the Years Ended December 31, 2012, 2011 and 2010

(Dollars in thousands, unless otherwise noted)

 

Allocations of Net Income

Our operating agreement contains provisions for the allocation of net income and loss to members. For purposes of maintaining member capital accounts, the operating agreement specifies that items of income and loss shall be allocated among the members in accordance with their respective percentage ownership interest.

Distributions

The Company made cash distributions of $7,266 and $4,722 to its members during the years ended December 31, 2012 and 2011, respectively. No distributions were made during the year ended December 31, 2010.

8. Related Party Transactions

During the years ended December 31, 2012, 2011 and 2010, the Company made sales to members and their affiliates totaling $168, $241 and $184, respectively.

The Company has an obligation to pay a guaranteed payment to a member equal to $1.00 per ton of sand purchased from the A.F. Gelhar mine in Markesan, Wisconsin. Total guaranteed payments were $239, $96 and $96 during the years ended December 31, 2012, 2011 and 2010, respectively. Members may from time to time provide certain sales and administrative services at no charge to the Company. Prior to July 1, 2012, a member provided office space at no charge to the Company.

9. Leases

Operating Leases

The Company has entered into various operating lease agreements as follows:

 

Leased

       Expense for the year ended December 31,  

Property or Rights

   Lease Term   2012      2011      2010  

Railcars

       2-7 years       $ 1,732       $ 1,189       $ 513   

Railcar equipment

   2 years     6         —           —     

Railroad rights of way

   Varies (1)     138         73         —     

 

(1) The terms of such leases vary, with most being annual leases with option renewals

Future minimum lease payments under such arrangements are as follows for the years ended December 31:

 

2013

   $ 1,764   

2014

     1,532   

2015

     1,207   

2016

     356   

2017

     206   
  

 

 

 

Total

   $ 5,065   
  

 

 

 

 

11


D & I SILICA, LLC

Notes to Financial Statements

For the Years Ended December 31, 2012, 2011 and 2010

(Dollars in thousands, unless otherwise noted)

 

Customer Leases

The Company has entered into two three-year lease arrangements with customers which provide for their use of silos with 10,000 tons of sand storage capacity. The leases expire in August 2014 and January 2015, respectively. Lease income earned under these arrangements was $1,008 and $529 during the years ended December 31, 2012 and 2011, respectively.

Future minimum lease payments receivable under such arrangements are as follows for the years ended December 31:

 

2013

   $ 1,253   

2014

     979   

2015

     30   
  

 

 

 

Total

   $ 2,262   
  

 

 

 

10. Commitments and Contingencies

As of December 31, 2012, the Company maintained commitments for facility construction projects as follows:

 

     Construction
Cost to Date
     Estimated Cost
to Complete
     Estimated
Total Cost
 

Facility construction projects

   $ 11,633       $ 6,421       $ 18,054   

The commitment for construction of certain storage tracks is net of a grant from the Commonwealth of Pennsylvania in the amount of $1,600, which will be received to offset the cost when completed.

The Company has commitments from two current silo lease customers for the lease of additional silo capacity once the construction on these new silos is complete. The leases are non-cancellable and are for terms of 3 to 5 years. These leases cover silos with a total capacity of 18,000 tons. Additional silo rent of $189 per month will be billable once these silos are complete. The total rent that will be due under these agreements is $9,790.

The Company has made a commitment to purchase sand from four suppliers under take-or-pay arrangements. The quantities are not in excess of current requirements. One supplier has asserted that the Company did not purchase the required product minimum during the year ended December 31, 2012. The Company believes that there is no obligation for payments made under the agreement.

The Company has issued a product warranty for the quality of sand it sells to customers. The Company has warranted that sand sold conforms to the specifications identified in the invoice. Limited warranty exists regarding the condition of the products at the time of delivery. There has been no significant prior claim history, and there is no liability accrued for future warranty claims, as none are expected.

The Company has agreed to maintain two county roads in Wisconsin which are used for transportation of sand from supplier to transload location. The costs to maintain these roads are expensed over the useful life of the road improvement. Any future obligation cannot be determined.

The Company maintains several letters of credit with financial institutions, primarily to bond local roads in Pennsylvania. As of December 31, 2012, these potential obligations are immaterial to the Company’s financial position.

The Company has an obligation to pay a guaranteed payment to a member equal to $1.00 for each ton of sand shipped from the A.F. Gelhar mine in Markesan, Wisconsin.

 

12


D & I SILICA, LLC

Notes to Financial Statements

For the Years Ended December 31, 2012, 2011 and 2010

(Dollars in thousands, unless otherwise noted)

 

11. Concentration and Credit Risk

The Company provides sand and related delivery services to oil and gas companies which are primarily used for hydraulic fracturing Marcellus Shale and Utica Shale gas wells in Pennsylvania, New York and Ohio. The Company’s business is, therefore, dependent upon economic activity within this market. Sales to five customers accounted for 82%, 78% and 85% of the Company’s sales during the years ended December 31, 2012, 2011 and 2010, respectively.

A concentration exists in the supply of sand purchased by the Company as there are a limited number of mines that specialize in sand used for hydraulic fracturing. The loss of one or more of these suppliers could cause a significant near-term impact to the Company’s supply chain.

Throughout 2012 and 2011, the Company has maintained cash balances in excess of federally insured amounts on deposit with financial institutions.

12. Subsequent Events

Management has evaluated subsequent events through August 12, 2013, the date that the financial statements were available for issuance.

On May 13, 2013, the members of the Company entered into a definitive agreement to sell their membership interests to Hi-Crush Partners LP. Under the terms of the agreement, Hi-Crush Partners LP acquired the Company’s membership interests for $95,000 in cash and 1,578,947 common units representing limited partner interests in Hi-Crush Partners LP. The closing of the transaction took place on June 10, 2013, at which point all long-term debts of the Company were repaid with the proceeds from the transaction.

 

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