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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________ 
FORM 8-K
_________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 27, 2024
__________________________________________
U.S. Silica Holdings, Inc.
(Exact name of registrant as specified in its charter)
 __________________________________________
Delaware
(State or other jurisdiction of incorporation)
001-35416 26-3718801
(Commission File Number) (IRS Employer Identification No.)
24275 Katy Freeway, Suite 600
Katy
Texas
 77494
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (281) 258-2170
  ___________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par value SLCA  New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02Results of Operations and Financial Condition.
On February 27, 2024, U.S. Silica Holdings, Inc. issued a press release providing information regarding earnings for the quarter and year ended December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instructions B.2. of Form 8-K, the information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
 
Item 9.01Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished herewith:
 
  
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 27, 2024
 
  U.S. SILICA HOLDINGS, INC.
   /s/ Kevin J. Hough
   Kevin J. Hough
   Executive Vice President & Chief Financial Officer


                                             Exhibit 99.1
usslogo2q15a38.jpg    
News Release
U.S. Silica Holdings, Inc. Announces Fourth Quarter and Full Year 2023 Results
•GAAP and adjusted EPS for the quarter of $0.37 and $0.28 per diluted share, respectively
•Full year 2023 net income of $146.9 million increased 88% year-over-year
•Full year 2023 total company contribution margin of $549.7 million increased 16% year-over-year
•Full year 2023 cash flow from operations of $263.9 million
•Balance sheet strengthened with additional $25 million of debt extinguished

Katy, Texas, February 27, 2024 – U.S. Silica Holdings, Inc. (NYSE: SLCA) (the “Company”), a diversified industrial minerals company and the leading last-mile logistics provider to the oil and gas industry, today announced its fourth quarter and full year results for the period ended December 31, 2023.
“During the fourth quarter, we continued to strengthen our financial foundation and advance our growth strategy while closing out an exceptionally strong and historic year for the company,” said Bryan Shinn, U.S. Silica’s Chief Executive Officer. "In 2023, we delivered on our guidance of approximately 25% year-over-year improvement in Adjusted EBITDA, generated another year of robust cash flow from operations of $264 million, managed an 88% increase in annual net income, and improved our total company contribution margin by 16% year-over-year. These impressive annual results were driven by healthy customer demand, disciplined pricing in our Oil and Gas segment, and increased pricing and improved product mix for our Industrial and Specialty Products segment, all of which was supported by our optimized and lean cost structure. Furthermore, in the fourth quarter, we repurchased and extinguished an additional $25 million of debt, improving our balance sheet and maintaining a low net leverage ratio of 1.4x.
“In our Oil and Gas segment, thanks to our disciplined pricing approach, coupled with our variable cost reduction initiatives, we delivered a strong segment contribution margin of 35% for the quarter despite the demand impact of lower drilling and completions activity due to weather and fourth-quarter seasonality. In the fourth quarter, we signed four customer contract amendments and extensions, reflecting our stellar market reputation for reliability and ability to deliver proppant at scale. Additionally, our new, patent-pending Guardian frac fluid filtration system continues to perform well and gain momentum in the market, and we expect to add several incremental systems to the fleet in 2024.
"In our Industrial and Specialty Products segment, we benefited from ongoing structural cost reductions, price increases, and greater sales from advanced materials, resulting in improved profitability with a 27% increase in contribution margin on a per ton basis when compared to the prior year quarter. As expected, however, our fourth quarter volumes declined on a year-over-year basis, due to a combination of normal reduced seasonal demand, customer facility maintenance, and customer year-end inventory management.

"Looking ahead, 2024 is shaping up to be another strong year of operating cash flow generation. Our Oil and Gas segment is well positioned in active well completion basins, with strong customer commitments that provide cash flow visibility. In our Industrial segment, customer demand remains strong overall, and we anticipate year-over-year improvements as we realize a full quarter of price increases.”



Fourth Quarter 2023 Highlights
Net income for the fourth quarter ended December 31, 2023 was $29.1 million, or $0.37 per diluted share. The fourth quarter results were impacted by $9.1 million pre-tax, or $0.09 per diluted share after-tax, of gains primarily related to asset sales, partially offset by facility closure costs, business optimization, and the loss on extinguishment of debt, resulting in adjusted EPS (a non-GAAP measure) of $0.28 per diluted share.
These results compared with net income of $26.9 million, or $0.34 per diluted share, for the third quarter of 2023, which was impacted by $3.8 million pre-tax, or $0.04 per diluted share after-tax, of charges primarily related to a non-recurring adjustment to depreciation and the loss on extinguishment of debt, resulting in adjusted EPS (a non-GAAP measure) of $0.38 per diluted share.
In the fourth quarter of 2023, the Company completed a $25 million voluntary term loan principal repayment, extinguishing the debt at par using excess cash on hand.
Total Company
In millions
Q4 2023
Q3 2023
Sequential Change
Q4 2022
Year-over-year Change
20232022
Year-over-year Change
Revenue
$336.0 $367.0 (8)%$412.9 (19)%$1,552.0 $1,525.1 2%
Net Income
$29.1 $26.9 8%$31.6 (8)%$146.9 $78.2 88%
Tons Sold
3.865 4.121 (6)%4.606 (16)%17.378 18.016 (4)%
Contribution Margin*
$116.9 $129.2 (10)%$134.4 (13)%$549.7 $472.1 16%
Adjusted EBITDA*
$88.6 $102.1 (13)%$104.2 (15)%$439.0 $353.6 24%
Oil & Gas Segment
•Fourth quarter 2023 results were driven by lower proppant volumes, fewer SandBox loads, and a decrease in average selling price per ton.

In millions
Q4 2023
Q3 2023
Sequential Change
Q4 2022
Year-over-year Change
Revenue
$200.6 $231.4 (13)%$273.7 (27)%
Tons Sold
2.907 3.122 (7)%3.568 (19)%
Contribution Margin*
$70.1 $82.9 (15)%$94.4 (26)%

Industrial & Specialty Products (ISP) Segment
•Fourth quarter 2023 results were impacted by typical seasonality, partially offset by improvements in operational efficiencies, price increases, and product mix.
In millions
Q4 2023
Q3 2023
Sequential Change
Q4 2022
Year-over-year Change
Revenue
$135.5 $135.5 —%$139.2 (3)%
Tons Sold
0.958 0.999 (4)%1.038 (8)%
Contribution Margin*
$46.8 $46.3 1%$40.0 17%



*Contribution Margin and Adjusted EBITDA are non-GAAP financial measures; see the discussion of non-GAAP information below and the reconciliation of GAAP to non-GAAP results included as an exhibit to this press release.

Capital Update
As of December 31, 2023, the Company had $245.7 million in cash and cash equivalents and total debt was $840.0 million. The Company's $150.0 million Revolver had zero drawn, with $15.3 million allocated for letters of credit, and availability of $134.7 million. Capital expenditures in 2023 totaled $65.2 million and were primarily related to growth projects, facility improvements, and maintenance projects. During 2023, the Company generated $263.9 million in cash flow from operations.
Reclassification of Northern White Sand Offerings
After careful consideration, the Company is reallocating its Northern White Sand offerings from the Oil and Gas business segment to the Industrial and Specialty Products segment beginning with first quarter 2024 results. Given how the Northern White Sand business has evolved over the years, the Company believes that it is better positioned today as an offering within ISP. This change will streamline U.S. Silica’s business operations and allow the Company to maximize value as it will now have all Northern White Sand based offerings in one business unit. Management will discuss this reclassification further on its first-quarter 2024 earnings call and offer historical examples to bridge prior quarter results to the new reporting design.
Outlook and Guidance
"Looking ahead to the first quarter of 2024, our two business segments remain well positioned in their respective markets," said Shinn. "U.S. Silica has a strong portfolio of industrial and specialty products that serve numerous essential, high-growth and attractive end markets, supported by a robust pipeline of new products under development. We expect growth in our underlying base business, coupled with pricing increases and total addressable market expansions.
"The oil and gas industry continues to progress through a multi-year growth cycle. Constructive through-cycle commodity prices coupled with improved well completion efficiencies and intensity are supportive of an active environment over the next few years, and we have strong contractual commitments for our sand production capacity for the year.
"We remain focused on generating cash flow from operations and de-levering the balance sheet. We expect to produce robust operating cash flow in 2024, while investing approximately $60 million for capital expenditures for the year."
Conference Call
U.S. Silica will host a conference call for investors today, February 27, 2024 at 7:30 a.m. Central Time to discuss these results. Hosting the call will be Bryan Shinn, Chief Executive Officer and Kevin Hough, interim Executive Vice President and Chief Financial Officer. Investors are invited to listen to a live webcast of the conference call by visiting the "Investors- Events & Presentations" 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 13744295. The replay will be available through March 27, 2024.




About U.S. Silica
U.S. Silica Holdings Inc. is a global performance materials company and is a member of the Russell 2000. The company is a leading producer of commercial silica used in the oil and gas industry and in a wide range of industrial applications. Over its 124-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 more than 800 diversified products to customers across our end markets.
U.S. Silica's wholly-owned subsidiaries include EP Minerals and SandBox Logistics™. EP Minerals is an industry leader in the production of products derived from diatomaceous earth, perlite, engineered clays and non-activated clays. SandBox Logistics™ is a state-of-the-art leader in proppant storage, handling and well-site delivery, and is dedicated to making proppant logistics cleaner, safer and more efficient. The company has 26 operating mines and processing facilities and two additional exploration stage properties across the United States and is headquartered in Katy, Texas.
Forward-looking Statements
This full-year and fourth-quarter 2023 earnings release, as well as other statements we make, contain "forward-looking statements" within the meaning of the federal securities laws - that is, statements about the future, not about past events. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "will," "should," "could," "can have," "likely" and other words and terms of similar meaning. Forward-looking statements made include any statement that does not directly relate to any historical or current fact and may include, but are not limited to, statements regarding U.S. Silica's estimated and projected costs and cost reduction programs, reserves and finished products estimates, growth opportunities, strategy, future financial results, forecasts, projections, plans and capital expenditures, and technological innovations. 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; heightened levels of inflation and rising interest rates; supply chain and logistics constraints for our company and our customers; 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 including the ongoing conflicts between Russia and Ukraine and between Israel and Hamas; pricing pressure; cost inflation; weather and seasonal factors; the cyclical nature of our customers' business; our inability to meet our financial and performance targets and other forecasts or expectations; our substantial indebtedness and pension obligations, including restrictions on our operations imposed by our indebtedness; operational modifications, delays or cancellations; prices for electricity, natural gas and diesel fuel; our ability to maintain our transportation network; changes in government regulations and regulatory requirements, including those related to mining, explosives, chemicals, and oil and gas production; silica-related health issues and corresponding litigation; and other risks and uncertainties detailed in this press release and our most recent Forms 10-K, 10-Q, and 8-K filed with or furnished to the U.S. Securities and Exchange Commission. If one or more of these or other risks or uncertainties materialize (or the consequences of such a development changes), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those reflected in our forward-looking statements. The forward-looking statements speak only as of the date hereof, 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
 December 31, 2023September 30, 2023December 31, 2022
Total sales$336,037 $366,961 $412,934 
Total cost of sales (excluding depreciation, depletion and amortization)226,764 240,957 282,904 
Operating expenses:
Selling, general and administrative31,653 29,287 34,978 
Depreciation, depletion and amortization32,505 35,822 33,202 
Total operating expenses64,158 65,109 68,180 
Operating income45,115 60,895 61,850 
Other (expense) income:
Interest expense(25,622)(26,039)(22,821)
Other income, net, including interest income17,778 4,016 3,437 
Total other expense(7,844)(22,023)(19,384)
Income before income taxes37,271 38,872 42,466 
Income tax expense(8,306)(12,064)(10,950)
Net income$28,965 $26,808 $31,516 
Less: Net loss attributable to non-controlling interest(144)(101)(74)
Net income attributable to U.S. Silica Holdings, Inc. $29,109 $26,909 $31,590 
Earnings per share attributable to U.S. Silica Holdings, Inc.:
Basic$0.38 $0.35 $0.42 
Diluted$0.37 $0.34 $0.40 
Weighted average shares outstanding:
Basic77,181 77,125 75,711 
Diluted78,799 78,700 78,026 



 Year Ended
 December 31, 2023December 31, 2022
Total sales$1,552,022 $1,525,147 
Total cost of sales (excluding depreciation, depletion and amortization)1,020,627 1,070,189 
Operating expenses:
Selling, general and administrative118,797 143,838 
Depreciation, depletion and amortization137,259 140,166 
Total operating expenses256,056 284,004 
Operating income275,339 170,954 
Other (expense) income:
Interest expense(101,709)(77,598)
Other income, net, including interest income21,939 10,643 
Total other expense(79,770)(66,955)
Income before income taxes195,569 103,999 
Income tax expense(49,080)(26,159)
Net income$146,489 $77,840 
Less: Net loss attributable to non-controlling interest(436)(336)
Net income attributable to U.S. Silica Holdings, Inc. $146,925 $78,176 
Earnings per share attributable to U.S. Silica Holdings, Inc.:
Basic$1.91 $1.04 
Diluted$1.87 $1.01 
Weighted average shares outstanding:
Basic76,980 75,512 
Diluted78,520 77,670 
Dividends declared per share$— $— 








U.S. SILICA HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; dollars in thousands)
December 31, 2023December 31, 2022
 
ASSETS
Current Assets:
Cash and cash equivalents$245,716 $280,845 
Accounts receivable, net185,917 208,631 
Inventories, net149,429 147,626 
Prepaid expenses and other current assets19,682 20,182 
Total current assets600,744 657,284 
Property, plant and mine development, net1,125,220 1,178,834 
Lease right-of-use assets41,095 42,374 
Goodwill185,649 185,649 
Intangible assets, net131,384 140,809 
Other assets12,501 9,630 
Total assets$2,096,593 $2,214,580 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities$147,479 $216,239 
Current portion of operating lease liabilities18,569 19,773 
Current portion of long-term debt16,367 19,535 
Current portion of deferred revenue3,124 16,275 
Income tax payable311 128 
Total current liabilities185,850 271,950 
Long-term debt, net823,670 1,037,458 
Deferred revenue12,388 14,477 
Liability for pension and other post-retirement benefits28,715 30,911 
Deferred income taxes, net100,458 64,636 
Operating lease liabilities55,089 64,478 
Other long-term obligations34,896 25,976 
Total liabilities1,241,066 1,509,886 
Stockholders’ Equity:
Preferred stock— — 
Common stock877 854 
Additional paid-in capital1,249,460 1,234,834 
Retained deficit(204,159)(351,084)
Treasury stock, at cost(196,745)(186,196)
Accumulated other comprehensive loss(125)(1,723)
Total U.S. Silica Holdings, Inc. stockholders’ equity849,308 696,685 
Non-controlling interest6,219 8,009 
Total stockholders' equity855,527 704,694 
Total liabilities and stockholders’ equity$2,096,593 $2,214,580 



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 expansion expenses, and facility closure costs. We believe that segment contribution margin, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, segment contribution margin is a non-GAAP measure and should be considered in addition to, not a substitute for, or superior to, net income (loss) or other measures of financial performance prepared in accordance with GAAP.
The following table sets forth a reconciliation of net income, the most directly comparable GAAP financial measure, to segment contribution margin.
 Three Months Ended
 December 31, 2023September 30, 2023December 31, 2022
Sales:
Oil & Gas Proppants$200,552 $231,426 $273,717 
Industrial & Specialty Products135,485 135,535 139,217 
Total sales336,037 366,961 412,934 
Segment contribution margin:
Oil & Gas Proppants70,142 82,890 94,437 
Industrial & Specialty Products46,794 46,347 40,004 
Total segment contribution margin116,936 129,237 134,441 
Operating activities excluded from segment cost of sales(7,663)(3,233)(4,411)
Selling, general and administrative(31,653)(29,287)(34,978)
Depreciation, depletion and amortization(32,505)(35,822)(33,202)
Interest expense(25,622)(26,039)(22,821)
Other income, net, including interest income17,778 4,016 3,437 
Income tax expense(8,306)(12,064)(10,950)
Net income$28,965 $26,808 $31,516 
Less: Net loss attributable to non-controlling interest(144)(101)(74)
Net income attributable to U.S. Silica Holdings, Inc. $29,109 $26,909 $31,590 



 Year Ended
 December 31, 2023December 31, 2022
Sales:
Oil & Gas Proppants$994,276 $961,667 
Industrial & Specialty Products557,746 563,480 
Total sales1,552,022 1,525,147 
Segment contribution margin:
Oil & Gas Proppants361,998 301,837 
Industrial & Specialty Products187,665 170,280 
Total segment contribution margin549,663 472,117 
Operating activities excluded from segment cost of sales(18,268)(17,159)
Selling, general and administrative(118,797)(143,838)
Depreciation, depletion and amortization(137,259)(140,166)
Interest expense(101,709)(77,598)
Other income, net, including interest income21,939 10,643 
Income tax expense(49,080)(26,159)
Net income$146,489 $77,840 
Less: Net loss attributable to non-controlling interest(436)(336)
Net income attributable to U.S. Silica Holdings, Inc. $146,925 $78,176 
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 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 available 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 non-recurring 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. Trailing Twelve Month (TTM) Adjusted EBITDA is a measure of Adjusted EBITDA over the trailing twelve months.



The following table sets forth a reconciliation of net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA:
(All amounts in thousands)Three Months Ended
 December 31, 2023September 30, 2023December 31, 2022
Net income attributable to U.S. Silica Holdings, Inc.$29,109 $26,909 $31,590 
Total interest expense, net of interest income22,845 23,912 21,511 
Provision for taxes8,306 12,064 10,950 
Total depreciation, depletion and amortization expenses32,505 35,822 33,202 
EBITDA92,765 98,707 97,253 
Non-cash incentive compensation (1)
3,910 3,723 4,875 
Post-employment expenses (excluding service costs) (2)
982 (1,001)(674)
Merger and acquisition related expenses (3)
665 421 1,495 
Plant capacity expansion expenses (4)
6 59 86 
Business optimization projects (6)
846 — 648 
Facility closure costs (7)
3,462 123 303 
Other adjustments allowable under the Credit Agreement (8)
(14,045)105 170 
Adjusted EBITDA$88,591 $102,137 $104,156 
(All amounts in thousands)Year Ended
 December 31, 2023December 31, 2022
Net income attributable to U.S. Silica Holdings, Inc.$146,925 $78,176 
Total interest expense, net of interest income92,694 75,437 
Provision for taxes49,080 26,159 
Total depreciation, depletion and amortization expenses137,259 140,166 
EBITDA425,958 319,938 
Non-cash incentive compensation (1)
14,699 19,653 
Post-employment expenses (excluding service costs) (2)
(1,698)(2,654)
Merger and acquisition related expenses (3)
2,155 6,984 
Plant capacity expansion expenses (4)
163 213 
Contract termination expenses (5)
— 6,500 
Business optimization projects (6)
1,892 1,209 
Facility closure costs (7)
3,737 1,503 
Other adjustments allowable under the Credit Agreement (8)
(7,906)212 
Adjusted EBITDA$439,000 $353,558 



(1)
Reflects equity-based non-cash compensation expense.
(2)
Includes net pension cost and net post-retirement cost relating to pension and other post-retirement benefit obligations during the applicable period, but in each case excluding the service cost relating to benefits earned during such period. Non-service net periodic benefit costs are not considered reflective of our operating performance because these costs do not exclusively originate from employee services during the applicable period and may experience periodic fluctuations as a result of changes in non-operating factors, including changes in discount rates, changes in expected returns on benefit plan assets, and other demographic actuarial assumptions.
(3)
Merger and acquisition related expenses include legal fees, professional fees, bank fees, severance costs, and other employee related costs. 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 $2 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.
(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)
Reflects costs incurred related to business optimization projects mainly 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.
(7)
Reflects costs incurred mainly related to idled sand facilities and closed corporate offices, including severance costs and remaining contracted costs such as office lease costs, and common area maintenance fees. 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.
(8)
Reflects miscellaneous adjustments permitted under the Credit Agreement. The year ended December 31, 2023 also included costs related to severance restructuring of $0.9 million, recruiting costs of $1.5 million, an adjustment to non-controlling interest of $0.4 million and $8.5 million related to the loss on extinguishment of debt, offset by an insurance recovery of $0.6 million and net proceeds of the sale of assets of $18.6 million. The year ended December 31, 2022 also included costs related to weather events and supplier and logistical issues of $1.1 million, severance restructuring costs of $1.8 million, an adjustment to non-controlling interest of $0.6 million, partially offset by net proceeds of the sale of assets of $1.7 million and $2.9 million related to the gain on extinguishment of debt.
Adjusted EPS
Adjusted EPS is diluted earnings or loss per share adjusted to exclude costs associated with merger & acquisition related activities and strategic business reviews, costs associated with business optimization, facility closure costs, asset gain or loss, the effect of a non-recurring depreciation adjustment, and gain or loss on debt extinguishment.
Management believes Adjusted EPS is useful in providing period-to-period comparisons of the results of the Company's operations to assist investors in reviewing the Company's operating performance over time. Management believes it is useful to exclude certain items when comparing current performance to prior periods because these items can vary significantly depending on specific underlying transactions or events. Also, management believes certain excluded items may not relate specifically to current operating trends or be indicative of future results.

The following table sets forth a reconciliation from GAAP EPS to adjusted EPS:


Three Months Ended
December 31, 2023September 30, 2023December 31, 2022
Reported Diluted EPS$0.37 $0.34 $0.40 
Merger & Acquisition— — 0.02 
Business Optimization0.01 — 0.01 
Facility Closure Costs0.03 — — 
Asset (Gain)/Loss(0.15)— — 
Depreciation Adjustment— 0.03 — 
(Gain)/Loss on extinguishment of debt0.01 0.01 (0.01)
Other0.01 — 0.01 
Total Adjustments(0.09)0.04 0.03 
Adjusted Diluted EPS$0.28 $0.38 $0.43 
Diluted Shares78,79978,70078,026

Free Cash Flow
Free Cash Flow is a non-GAAP financial measure which is calculated as net cash provided by operating activities less capital expenditures. Management believes that Free Cash Flow is a measure to assess liquidity of the business.
The following table sets forth a reconciliation of cash flows from operating activities to free cash flow:
(All amounts in thousands)Year EndedThree Months Ended
December 31, 2023December 31, 2022December 31, 2023
Net cash provided by operating activities$263,868 $262,716 $54,160 
Capital expenditures(65,155)(53,168)(17,529)
Free cash flow$198,713 $209,548 $36,631 

Net Debt
Net Debt is calculated by adding together the current portion of long-term debt and long-term debt, net and subtracting cash and cash equivalents from the total. Net debt shows how a company’s indebtedness has changed over a period as a result of cash flows. Net debt allows investors to see how business financing has changed and assess whether an entity that has had a significant increase in cash has, for example, achieved this only by taking on a corresponding increase in debt. Net debt is not a measure of our financial performance or liquidity under GAAP and should not be considered as an alternative to net income 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.
Net Leverage Ratio
Net Leverage Ratio is calculated by dividing net debt by Trailing Twelve Month (TTM) Adjusted EBITDA. Management believes that net leverage ratio provides useful information to investors because it is an important indicator of the Company’s indebtedness in relation to its operating performance. Net Leverage Ratio should be considered in addition to results prepared in accordance with GAAP and should not be considered substitutes for or superior to GAAP results. In addition, our Net Leverage Ratio may not be comparable to similarly titled measures utilized by other companies.


The following table sets forth a reconciliation for net debt and net leverage ratio:
Year EndedThree Months Ended
(All amounts in thousands)December 31, 2022March 31, 2023June 30, 2023September 30, 2023December 31, 2023
Cash and cash equivalents$(280,845)$(139,494)$(186,961)$(222,435)$(245,716)
Current portion of long-term debt19,53513,59010,15219,76316,367
Long-term debt1,037,458897,013871,913847,849823,670
Net debt$776,148 $771,109 $695,104 $645,177 $594,321 
TTM Adjusted EBITDA$353,558 $425,291 $455,142 $454,565 $439,000 
Net Leverage Ratio2.2x1.8x1.5x1.4x1.4x
Forward-looking Non-GAAP Measures
A reconciliation of net leverage ratio and segment contribution margin as used in our guidance, which are forward-looking non-GAAP financial measures, to the most directly comparable GAAP financial measure, is not provided because the Company is unable to provide such reconciliations without unreasonable effort. The inability to provide each reconciliation is due to the unpredictability of the amounts and timing of events affecting the items we exclude from the non-GAAP measures.

Investor Contacts 
Patricia Gil
Vice President, Investor Relations & Sustainability
(281) 505-6011
gil@ussilica.com   


v3.24.0.1
Cover Page
Feb. 27, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 27, 2024
Entity Registrant Name U.S. Silica Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35416
Entity Tax Identification Number 26-3718801
Entity Address, Address Line One 24275 Katy Freeway, Suite 600
Entity Address, City or Town Katy
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77494
City Area Code 281
Local Phone Number 258-2170
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol SLCA
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001524741
Amendment Flag false
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