U.S. Silica's shares are up 19.3% in the past year compared with a 1.4% fall in the industry. Zacks Rank & Key Picks The Zacks Consensus Estimate for CRS's current-year earnings is pegged at $4.35, indicating a year-over-year rise of 282%. CRS' earnings beat the Zacks Consensus Estimate in three of the last four quarters while matching it once, the average earnings surprise being 15.1%. The company's shares have soared 111.5% in the past year. The Zacks Consensus Estimate for EGO's current-year earnings is ...

Company Overview - U.S. Silica Holdings, Inc. is a global performance materials company and a member of the Russell 2000, specializing in the production of commercial silica for the oil and gas industry and various industrial applications [2] - The company has a 124-year history and has developed core competencies in mining, processing, logistics, and materials science, enabling it to deliver over 800 diversified products [2] - U.S. Silica operates 26 mines and processing facilities across the United States and is headquartered in Katy, Texas [8] Merger Announcement - U.S. Silica announced that its agreement to be acquired by funds managed by affiliates of Apollo in an all-cash transaction was approved by over 75% of the company's outstanding shares at a special meeting on July 16, 2024 [1][7] - The closing of the merger is expected to occur before the end of the current quarter, subject to the terms and conditions of the agreement [1] Apollo Global Management - Apollo Global Management is a high-growth, global alternative asset manager with approximately $651 billion in assets under management as of December 31, 2023 [3] - The firm focuses on providing clients with excess returns across various investment strategies, including yield, hybrid, and equity [3]

Core Viewpoint - Monteverde & Associates PC is investigating U.S. Silica Holdings, Inc. regarding its proposed merger with Apollo-managed funds, offering shareholders $15.50 per share in cash for their common stock [1] Group 1: Company Overview - U.S. Silica Holdings, Inc. is involved in a merger transaction where stockholders will receive $15.50 per share [1] - Monteverde & Associates PC is recognized as a Top 50 Firm in the ISS Securities Class Action Services Report for 2018-2022 [1] Group 2: Legal Context - The shareholder vote for the merger is scheduled for July 16, 2024 [6] - Monteverde & Associates PC has a successful track record in recovering money for shareholders through class action lawsuits [7]

On April 26, 2024, U.S. Silica announced that it had agreed to be acquired by affiliates of private equity firm Apollo at a price of $15.50 per share in cash. Following the closing of the proposed transaction, U.S. Silica's current stockholders will be cashed out of their investment position and the company's shares will no longer be publicly traded. U.S. Silica shareholders are encouraged to contact Kaskela Law LLC (D. Seamus Kaskela, Esq. or Adrienne Bell, Esq.) at (484) 229 – 0750 or (888) 715 – 1740 for ...

Core Viewpoint - Monteverde & Associates PC is investigating U.S. Silica Holdings, Inc. regarding its proposed merger with Apollo-managed funds, offering shareholders $15.50 per share in cash for their common stock [4]. Group 1: Company Overview - U.S. Silica Holdings, Inc. is publicly traded on the NYSE under the ticker SLCA [4]. - The company is involved in a merger agreement that will provide cash compensation to its shareholders [4]. Group 2: Legal Context - Monteverde & Associates PC is recognized as a leading firm in securities class action services, having recovered funds for shareholders in previous cases [4]. - The firm is headquartered in the Empire State Building, New York City, and has a successful track record in litigation [6].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35416 U.S. Silica Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 26-3718801 (State or other jurisdiction of Incorporation or Organization) (I.R ...

Exhibit 99.1 News Release U.S. Silica Holdings, Inc. Reports First Quarter 2024 Results Katy, Texas, April 26, 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 first quarter results for the period ended March 31, 2024. As separately announced, U.S. Silica has entered into a definitive agreement to be acquired by funds managed by affiliates of Apollo Global Ma ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) The company is a global performance materials provider operating through its Oil & Gas Proppants and Industrial & Specialty Products segments - The company operates through two reportable segments: (1) Oil & Gas Proppants and (2) Industrial & Specialty Products, which are complementary and allow for maximized mining recovery and asset utilization[21](index=21&type=chunk)[357](index=357&type=chunk) Sales Breakdown by Segment (2021-2023) | Segment | 2023 Sales % | 2022 Sales % | 2021 Sales % | | :--- | :--- | :--- | :--- | | Oil & Gas Proppants | 64% | 63% | 56% | | Industrial & Specialty Products | 36% | 37% | 44% | - As of December 31, 2023, the company controls **479 million tons** of commercial silica reserves and **81 million tons** of diatomaceous earth, perlite, and clay reserves across 26 operating facilities[19](index=19&type=chunk)[20](index=20&type=chunk) - The company's business strategy focuses on its large-scale production, geographically advantageous logistics, low-cost operating structure, strong customer reputation, and commitment to innovation[22](index=22&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - The company is subject to extensive regulation from agencies like the Mine Safety and Health Administration (MSHA), Occupational Safety and Health Administration (OSHA), and the Environmental Protection Agency (EPA) regarding mining safety and environmental matters[50](index=50&type=chunk)[51](index=51&type=chunk)[54](index=54&type=chunk) [Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces market, operational, legal, strategic, and financial risks, including industry volatility, competition, and substantial indebtedness - The company's frac sand operations are materially dependent on the volatile activity levels in the oil and natural gas industries, which are influenced by commodity prices[83](index=83&type=chunk) - The company faces significant competition based on price, product quality, site location, and distribution capabilities; transportation costs often exceed **50% of the delivered cost**[96](index=96&type=chunk) - Operational risks include inherent mining dangers, reliance on water access, potential disruptions in transportation services, and significant consumption of natural gas and electricity[101](index=101&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk) - The company is subject to extensive and evolving environmental, health, and safety regulations (e,g,, MSHA, OSHA, EPA), which impose significant costs and potential liabilities[116](index=116&type=chunk)[119](index=119&type=chunk)[121](index=121&type=chunk) - The company has substantial indebtedness (**$868.1 million** outstanding under its Term Loan as of Dec 31, 2023) and pension obligations, which could affect financial flexibility[140](index=140&type=chunk)[141](index=141&type=chunk)[143](index=143&type=chunk) - The company faces potential litigation related to silica exposure, with **39 active silica-related product liability claims** pending as of December 31, 2023[126](index=126&type=chunk)[127](index=127&type=chunk)[337](index=337&type=chunk) [Unresolved Staff Comments](index=27&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[154](index=154&type=chunk) [Cybersecurity](index=27&type=section&id=Item%201C.%20Cybersecurity) The company integrates a multilayered cybersecurity strategy into its enterprise risk management, with oversight from the Board and Audit Committee - Cybersecurity policies and practices are integrated into the company's Enterprise Risk Management (ERM) approach and follow recognized frameworks like NIST[155](index=155&type=chunk) - The Board of Directors, supported by the Audit Committee, oversees cybersecurity risk management, receiving regular updates from management[163](index=163&type=chunk)[165](index=165&type=chunk) - The Chief Information Officer and the Director of IT Security & Risk Management are principally responsible for overseeing the cybersecurity program[166](index=166&type=chunk) - To date, the company does not believe cybersecurity threats have materially affected or are reasonably likely to materially affect its business, strategy, operations, or financial condition[171](index=171&type=chunk) [Properties](index=27&type=section&id=Item%202.%20Properties) The company operates 26 mines and an extensive logistics network, with four individually material mining properties detailed in the report - As of December 31, 2023, the company operated **26 mines** and processing facilities, **27 transload facilities**, and a leased fleet of **5,720 railcars**[174](index=174&type=chunk)[175](index=175&type=chunk)[180](index=180&type=chunk) - The four individually material mining properties are the Crane, TX site; Lamesa, TX site; Ottawa, IL site; and the Lovelock/Colado, NV site[178](index=178&type=chunk) Total Mineral Reserves as of December 31, 2023 (in thousands of tons) | Mineral Type | Total Mineable Reserves | Total Saleable Reserves | | :--- | :--- | :--- | | Silica Sand | 463,252 | 379,304 | | Diatomaceous Earth | 58,236 | 49,511 | | Bentonite Clay | 16,775 | 7,792 | | Perlite | 6,106 | 5,495 | | Aplite | 11,747 | 5,873 | Annual Production at Material Sites (in thousands of tons) | Mine / Location | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Crane, TX | 4,193 | 3,886 | 3,263 | | Lamesa, TX | 6,386 | 5,871 | 4,692 | | Ottawa, IL | 3,321 | 3,230 | 2,967 | | Lovelock/Colado, NV | 185 | 175 | 166 | [Legal Proceedings](index=63&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in product liability lawsuits related to silica exposure, though the rate of new claims has significantly decreased - The company has been a defendant in numerous product liability lawsuits alleging damages from silica exposure, which can cause silicosis[335](index=335&type=chunk)[336](index=336&type=chunk) - As of December 31, 2023, there were **39 active silica-related product liability claims** pending against the company[337](index=337&type=chunk) - The filing rate of new claims has decreased to below pre-2001 levels, with **zero new cases filed in 2023 and 2022**[337](index=337&type=chunk) - Management does not believe it is reasonably possible that the ultimate resolution of these matters will have a material adverse effect on its financial position beyond existing accruals[338](index=338&type=chunk) [Mine Safety Disclosures](index=63&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company prioritizes safety and is subject to regulation and inspection by the U.S, Mine Safety and Health Administration (MSHA) - Safety is a core value, with comprehensive policies aimed at preventing injuries and complying with all mining-related regulations[339](index=339&type=chunk) - All production facilities, except one, are classified as mines and are regulated by the Mine Safety and Health Administration (MSHA)[341](index=341&type=chunk) - Detailed mine safety violation information required by Section 1503(a) of the Dodd-Frank Act is provided in Exhibit 95,1 of the Annual Report[341](index=341&type=chunk) Part II [Market for Registrant's Common Equity, Related Stock Holder Matters and Issuer Purchases of Equity Securities](index=64&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stock%20Holder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE under 'SLCA', with a share repurchase program in place that was inactive in Q4 2023 - The company's common stock is traded on the New York Stock Exchange under the symbol **SLCA**[343](index=343&type=chunk) - As of February 16, 2024, there were **78,087,577 shares** of common stock outstanding[344](index=344&type=chunk) Share Repurchase Activity - Q4 2023 | Period | Total Shares Withheld/Forfeited | Avg. Price Paid Per Share | Shares Purchased as Part of Program | Max. Value Remaining in Program | | :--- | :--- | :--- | :--- | :--- | | Oct 2023 | 18,637 | $13.25 | 0 | $126,540,060 | | Nov 2023 | 7,384 | $11.20 | 0 | $126,540,060 | | Dec 2023 | 804 | $11.31 | 0 | $126,540,060 | | **Total** | **26,825** | **$12.63** | **0** | | - The company did not repurchase any shares of common stock under its share repurchase program during the three months ended December 31, 2023[348](index=348&type=chunk) [[Reserved]](index=67&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=67&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal year 2023 saw a 2% sales increase to $1.55 billion, a significant rise in net income to $146.9 million, and a reduction in total debt Key Financial Results (2023 vs. 2022) | Metric (in thousands) | 2023 | 2022 | | :--- | :--- | :--- | | **Total Sales** | $1,552,022 | $1,525,147 | | **Operating Income** | $275,339 | $170,954 | | **Net Income (attributable to U.S. Silica)** | $146,925 | $78,176 | | **Adjusted EBITDA** | $439,000 | $353,558 | Sales Performance by Segment (2023 vs. 2022) | Segment | Sales Change | Avg. Selling Price Change | Tons Sold Change | | :--- | :--- | :--- | :--- | | Oil & Gas Proppants | +3% | +6% | -2% | | Industrial & Specialty Products | -1% | +8% | -8% | - The company refinanced its debt in March 2023, entering into a new **$1.1 billion senior secured credit facility**[412](index=412&type=chunk) Liquidity and Debt Position (as of Dec 31, 2023) | Metric (in thousands) | Amount | | :--- | :--- | | Cash and cash equivalents | $245,716 | | Total Debt | $840,037 | | Net Debt (Non-GAAP) | $594,321 | | Revolver Availability | $134,700 | - Net cash provided by operating activities was **$263.9 million** for 2023, while capital expenditures were **$65.2 million**[417](index=417&type=chunk)[419](index=419&type=chunk)[421](index=421&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=83&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from variable-rate debt, commodity prices, and customer credit - The company is exposed to interest rate risk on its variable-rate debt; a hypothetical **1.0% increase** in interest rates would increase annual interest expense by **$8.7 million**[453](index=453&type=chunk) - To manage commodity risk, the company uses natural gas swaps, which had a fair value liability of **$1.9 million** as of December 31, 2023[455](index=455&type=chunk) - The company faces credit risk from potential nonpayment by customers, managed through credit analysis and monitoring[456](index=456&type=chunk)[457](index=457&type=chunk) [Financial Statements and Supplementary Data](index=84&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements and the independent auditor's unqualified opinion - The independent registered public accounting firm, Grant Thornton LLP, issued an **unqualified opinion** on the consolidated financial statements[461](index=461&type=chunk) Consolidated Balance Sheet Highlights (as of Dec 31) | (in thousands) | 2023 | 2022 | | :--- | :--- | :--- | | **Total Assets** | $2,096,593 | $2,214,580 | | **Total Liabilities** | $1,241,066 | $1,509,886 | | **Total Stockholders' Equity** | $855,527 | $704,694 | Consolidated Statement of Operations Highlights (Year Ended Dec 31) | (in thousands) | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | **Total Sales** | $1,552,022 | $1,525,147 | $1,103,879 | | **Operating Income** | $275,339 | $170,954 | $27,935 | | **Net Income (Loss) attributable to U.S. Silica** | $146,925 | $78,176 | $(33,761) | Consolidated Cash Flow Highlights (Year Ended Dec 31) | (in thousands) | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | **Net cash from Operating activities** | $263,868 | $262,716 | $169,347 | | **Net cash used in Investing activities** | $(44,721) | $(50,953) | $(29,856) | | **Net cash used in Financing activities** | $(254,276) | $(170,343) | $(50,986) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=128&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants - None[646](index=646&type=chunk) [Controls and Procedures](index=128&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were effective as of year-end 2023 - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2023[647](index=647&type=chunk) - Based on an evaluation using the 2013 COSO framework, management concluded that the company's internal control over financial reporting was **effective** as of December 31, 2023[651](index=651&type=chunk) - The independent registered public accounting firm, Grant Thornton LLP, issued an **unqualified opinion** on the effectiveness of the company's internal control over financial reporting[652](index=652&type=chunk)[655](index=655&type=chunk) - There were no changes in internal control over financial reporting during the fourth quarter of 2023 that materially affected, or are reasonably likely to materially affect, internal controls[653](index=653&type=chunk) [Other Information](index=131&type=section&id=Item%209B.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 trading plans in the fourth quarter of 2023 - No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans during the three months ended December 31, 2023[662](index=662&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=131&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[663](index=663&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=131&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors and corporate governance is incorporated by reference from the company's 2024 Proxy Statement - The required information for this item is incorporated by reference from the 2024 Proxy Statement[665](index=665&type=chunk) [Executive Compensation](index=131&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive and director compensation is incorporated by reference from the company's 2024 Proxy Statement - The required information for this item is incorporated by reference from the 2024 Proxy Statement[667](index=667&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=131&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership is incorporated by reference from the company's 2024 Proxy Statement - The required information for this item is incorporated by reference from the 2024 Proxy Statement[668](index=668&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=131&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the 2024 Proxy Statement - The required information for this item is incorporated by reference from the 2024 Proxy Statement[670](index=670&type=chunk) [Principal Accounting Fees and Services](index=131&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the company's 2024 Proxy Statement - The required information for this item is incorporated by reference from the 2024 Proxy Statement[671](index=671&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=132&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the Consolidated Financial Statements and an Exhibit Index of all documents filed as part of the report - This item contains the list of Consolidated Financial Statements and the Exhibit Index for the report[674](index=674&type=chunk)[677](index=677&type=chunk) [Form 10-K Summary](index=136&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[684](index=684&type=chunk)

Financial Data and Key Metrics Changes - In 2023, the company achieved a 24% year-over-year growth in adjusted EBITDA, a 16% increase in contribution margin, and an 88% rise in net income, generating $264 million in cash flow from operations [6][29] - For Q4 2023, total revenue decreased by 8% to $336 million, while adjusted EBITDA fell by 13% to $88.6 million, and total company contribution margin decreased by 10% to $116.9 million [31][32] - The effective tax rate for Q4 2023 was 23.3%, and the net debt to trailing 12-month adjusted EBITDA ratio remained at 1.4 times, below the year-end target of 1.5 times [10][29] Business Line Data and Key Metrics Changes - The Oil and Gas segment reported revenues of $200.6 million for Q4 2023, a sequential decrease of 13%, with volumes down 7% to 2.9 million tons and a contribution margin decrease of 15% to $70.1 million [32] - The Industrial and Specialty Segment (ISP) reported revenues of $135.5 million, flat compared to the prior quarter, with a contribution margin increase of 1% sequentially to $46.8 million [11][32] Market Data and Key Metrics Changes - Demand for proppant and SandBox logistics offerings in the Oil and Gas segment increased mid-single-digits sequentially in Q4, despite lower drilling and completions activity [15] - The company expects to maintain approximately 80% of its production capacity contracted for 2024, indicating strong demand stability [18][67] Company Strategy and Development Direction - The company plans to focus on maintaining operating levels while pursuing profitable growth, forecasting capital spending of approximately $60 million for 2024 [13] - A strategic shift will occur as the management of Northern White Sand offerings will move from the Oil and Gas segment to the ISP segment, aimed at optimizing profitability and reducing costs [19] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the visibility for 2024 due to strong customer contracts in the Oil and Gas segment and a varied customer base in the ISP segment [12] - The company anticipates robust operating cash flow generation in 2024, with expectations for contribution margin dollars in industrials to increase by 5% to 10% year-over-year [40] Other Important Information - The company appointed Gene Padgett as Vice President, Chief Accounting Officer, and Controller, enhancing its leadership team [8] - The company achieved significant non-financial milestones, including record employee safety performance and community engagement initiatives [7][30] Q&A Session Summary Question: What does the reallocation of capacity mean for average contribution margin per ton in Oil and Gas? - Management clarified that the reallocation involves having the industrial team manage all Northern White Sand, optimizing profitability and logistics [43] Question: How does the recent acquisition in the industry impact supply-demand dynamics? - Management noted that the acquisition could lead to more discipline and stability in the frac sand value chain, which is positive for the industry [44] Question: Would the company prefer consolidation in Oil and Gas or Industrial? - Management indicated a focus on industrial growth opportunities while also recognizing the importance of the Oil and Gas segment [47] Question: What is the current pricing situation in the frac sand market? - Management stated that pricing has stabilized, with a slight oversupply leading to a small decrease in prices compared to Q4 [67] Question: How does the company prioritize capital allocation between debt reduction and shareholder returns? - Management emphasized the importance of funding industrial growth needs first before considering dividends or buybacks, aiming to maintain a net leverage ratio below three times [68]

| --- | --- | --- | |-------------------------------------|-------|-------| | FOURTH QUARTER | | | | RESULTS F E B R U ARY 2 7 , 2 0 2 4 | | | | | | | 2 the oil and gas industry and changes in the level of oil and natural gas exploration and development; general economic, political and business conditions in key regions of the world; pricing pressure; weather and seasonal factors; the cyclical nature of our customers' business; our inability to meet our financial and performance targets and other forecasts ...