[PART I Financial Information](index=4&type=section&id=PART%20I%20Financial%20Information) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the quarter and nine months ended September 30, 2021 [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the quarter and nine months ended September 30, 2021, including balance sheets, statements of operations, comprehensive income, stockholders' equity, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2021, total assets were **$2.24 billion**, a slight decrease from **$2.25 billion** at year-end 2020, with cash and cash equivalents increasing significantly to **$250.6 million** from **$150.9 million** while total liabilities decreased slightly Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Total current assets** | $572,955 | $486,313 | | Cash and cash equivalents | $250,587 | $150,920 | | **Total assets** | **$2,240,615** | **$2,246,947** | | **Total current liabilities** | $200,156 | $194,895 | | Long-term debt, net | $1,195,092 | $1,197,660 | | **Total liabilities** | **$1,612,607** | **$1,620,156** | | **Total stockholders' equity** | $628,008 | $626,791 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q3 2021, total sales increased to **$267.3 million** from **$176.5 million** year-over-year, resulting in a net loss of **$20.2 million**, while the nine-month net loss narrowed to **$15.2 million** from **$119.4 million** Statement of Operations Summary (in thousands, except per share data) | Metric | Q3 2021 | Q3 2020 | Nine Months 2021 | Nine Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Total sales | $267,298 | $176,472 | $819,015 | $618,608 | | Operating (loss) income | $(11,098) | $1,373 | $34,391 | $(135,086) | | Net loss | $(20,174) | $(14,216) | $(15,207) | $(119,439) | | Diluted loss per share | $(0.27) | $(0.19) | $(0.20) | $(1.61) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2021, net cash provided by operating activities significantly improved to **$156.8 million** from a **$28.7 million** use in the prior year, with net cash used in investing and financing activities at **$15.0 million** and **$42.2 million**, respectively Cash Flow Summary (in thousands) | Activity | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $156,782 | $(28,698) | | Net cash used in investing activities | $(14,960) | $(25,533) | | Net cash (used in) provided by financing activities | $(42,155) | $3,414 | | **Net increase (decrease) in cash** | **$99,667** | **$(50,817)** | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's accounting policies, two reportable segments (Oil & Gas Proppants and Industrial & Specialty Products), debt facilities, revenue recognition, and contingent liabilities related to silica exposure litigation - The company's operations are organized into two reportable segments: (1) Oil & Gas Proppants and (2) Industrial & Specialty Products[24](index=24&type=chunk) Sales by Segment and Type (Q3 2021 vs Q3 2020, in thousands) | Category | Segment | Q3 2021 | Q3 2020 | | :--- | :--- | :--- | :--- | | Product | Oil & Gas Proppants | $90,684 | $49,508 | | Product | Industrial & Specialty | $125,450 | $110,129 | | Service | Oil & Gas Proppants | $51,164 | $16,835 | | **Total Sales** | | **$267,298** | **$176,472** | Segment Contribution Margin (in thousands) | Segment | Q3 2021 | Q3 2020 | Nine Months 2021 | Nine Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Oil & Gas Proppants | $25,723 | $31,478 | $129,937 | $90,500 | | Industrial & Specialty Products | $41,003 | $42,353 | $126,981 | $120,800 | | **Total segment contribution margin** | **$66,726** | **$73,831** | **$256,918** | **$211,300** | - As of September 30, 2021, there were **44 active silica-related product liability claims** pending against the company, with management not expecting a material adverse effect beyond accrued amounts[78](index=78&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, highlighting a **51% year-over-year increase** in Q3 2021 total sales driven by the Oil & Gas Proppants segment, while also covering liquidity, capital resources, and non-GAAP metrics [Recent Trends and Outlook](index=31&type=section&id=Recent%20Trends%20and%20Outlook) The Oil & Gas Proppants segment experienced improved demand in 2021, though Q3 sales were sequentially lower, while the Industrial & Specialty Products segment maintained relatively stable demand - In 2020, the Oil & Gas Proppants segment was negatively impacted by the COVID-19 pandemic and a decline in crude oil prices, leading to cost reduction measures, with conditions improving in 2021[120](index=120&type=chunk)[121](index=121&type=chunk) Oil & Gas Proppants Segment Quarterly Trends | Metric | Q3 2021 | Q2 2021 | Q1 2021 | | :--- | :--- | :--- | :--- | | Sales (in thousands) | $141,848 | $193,298 | $121,697 | | Tons Sold (in thousands) | 2,912 | 3,024 | 2,577 | | Average Selling Price per Ton | $48.71 | $63.92 | $47.22 | [Results of Operations](index=37&type=section&id=Results%20of%20Operations) For Q3 2021, total sales rose **51%** to **$267.3 million** driven by a **78% increase** in tons sold, but cost of sales surged **93%**, leading to an operating loss of **$11.1 million** Sales and Volume Analysis (Q3 2021 vs Q3 2020) | Metric | Q3 2021 | Q3 2020 | % Change | | :--- | :--- | :--- | :--- | | **Total Sales (in thousands)** | **$267,298** | **$176,472** | **51%** | | Oil & Gas Proppants Sales | $141,848 | $66,343 | 114% | | Industrial & Specialty Sales | $125,450 | $110,129 | 14% | | **Total Tons Sold (in thousands)** | **3,989** | **2,239** | **78%** | | Oil & Gas Proppants Tons | 2,912 | 1,282 | 127% | | Industrial & Specialty Tons | 1,077 | 957 | 13% | - Cost of sales for Q3 2021 increased **93%** year-over-year to **$207.4 million**, primarily due to a **$53.2 million** increase in transportation costs driven by higher volumes and carrier rates[150](index=150&type=chunk)[151](index=151&type=chunk) - For the nine months ended September 30, 2021, total sales increased **32%** to **$819.0 million**, generating operating income of **$34.4 million** compared to a **$135.1 million** operating loss in the prior-year period, which included **$108.0 million** of impairment charges[168](index=168&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily from operations and its revolving credit facility, with **$372.8 million** in working capital and **$77.8 million** revolver availability as of September 30, 2021 - As of September 30, 2021, the company had working capital of **$372.8 million** and **$77.8 million** of availability under its Revolver[189](index=189&type=chunk) Cash Flow Summary (Nine Months Ended Sep 30, in thousands) | Activity | 2021 | 2020 | | :--- | :--- | :--- | | Operating activities | $156,782 | $(28,698) | | Investing activities | $(14,960) | $(25,533) | | Financing activities | $(42,155) | $3,414 | - Anticipated capital expenditures for 2021 are approximately **$25.0 million**, primarily for maintenance, cost improvement, and growth projects[200](index=200&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate risk on its **$1.225 billion** debt, where a **1.0% increase** would raise annual interest expense by **$12.3 million**, and credit risk from customer nonpayment - The company is exposed to interest rate risk on its **$1.225 billion** of debt under the Credit Agreement, where a hypothetical **1.0% increase** in interest rates would change annual interest expense by **$12.3 million**[215](index=215&type=chunk) - The company is subject to credit risk from nonpayment by customers, particularly those experiencing financial difficulties, managed through credit analysis and monitoring procedures[217](index=217&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2021, with no material changes in internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2021[219](index=219&type=chunk) - No changes occurred during the quarter ended September 30, 2021, that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[221](index=221&type=chunk) [PART II Other Information](index=47&type=section&id=PART%20II%20Other%20Information) This section provides additional information including legal proceedings, risk factors, equity security sales, defaults, mine safety disclosures, and exhibits [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is a defendant in **44 active silica-related product liability claims** as of September 30, 2021, with management believing the ultimate resolution will not have a material adverse effect beyond existing accruals - As of September 30, 2021, U.S. Silica was a defendant in **44 active silica-related product liability claims**[226](index=226&type=chunk) - Management's opinion is that it is not reasonably possible that the ultimate resolution of these claims will have a material adverse effect on the company's financial position or results of operations that exceeds accrued amounts[227](index=227&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) No material changes were reported from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2020 - No material changes from the risk factors disclosed in the 2020 Annual Report on Form 10-K were reported[228](index=228&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any common stock during Q3 2021, with approximately **$126.5 million** remaining available under its share repurchase program - The company did not repurchase any shares of common stock under its share repurchase program during the three months ended September 30, 2021[229](index=229&type=chunk) - As of September 30, 2021, the maximum value of shares that may yet be purchased under the program is **$126,540,060**[229](index=229&type=chunk) [Item 3. Defaults Upon Senior Securities](index=49&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None reported[231](index=231&type=chunk) [Item 4. Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Information concerning mine safety violations and other regulatory matters is included in Exhibit 95.1 to this quarterly report - Mine safety disclosures are provided in Exhibit 95.1 to the Form 10-Q[232](index=232&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None reported[233](index=233&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the CEO and CFO, mine safety disclosures, and XBRL data files

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 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.S. Employer Identification No.) For the Qua ...

PART I Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported a Q1 2021 net loss of $20.9 million on sales of $234.4 million, an improvement from the prior year [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased slightly to $2.218 billion, while total liabilities and stockholders' equity also saw minor reductions Key Balance Sheet Items | Account | March 31, 2021 ($ thousands) | December 31, 2020 ($ thousands) | | :--- | :--- | :--- | | **Total Current Assets** | 497,133 | 486,313 | | **Total Assets** | **2,218,233** | **2,246,947** | | **Total Current Liabilities** | 197,850 | 194,895 | | **Total Liabilities** | **1,599,958** | **1,620,156** | | **Total Stockholders' Equity** | 618,275 | 626,791 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2021 net loss narrowed to $20.8 million from $72.3 million year-over-year, driven by lower impairment charges Key Operational Metrics | Metric | Three Months Ended March 31, 2021 ($ thousands) | Three Months Ended March 31, 2020 ($ thousands) | | :--- | :--- | :--- | | Total Sales | 234,416 | 269,599 | | Operating Loss | (10,183) | (104,085) | | Net Loss | (20,935) | (72,605) | | Net Loss Attributable to U.S. Silica | (20,778) | (72,345) | | Diluted Loss Per Share | (0.28) | (0.98) | - Goodwill and other asset impairments were only **$38 thousand in Q1 2021**, compared to a significant **$103.9 million in Q1 2020**, which was the primary driver for the reduced operating and net losses[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow from operations turned positive at $13.6 million, a significant improvement from a $38.1 million use in Q1 2020 Key Cash Flow Activities | Activity | Three Months Ended March 31, 2021 ($ thousands) | Three Months Ended March 31, 2020 ($ thousands) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | 13,642 | (38,129) | | Net cash used in investing activities | (3,534) | (16,386) | | Net cash (used in) provided by financing activities | (6,617) | 13,476 | | **Net increase (decrease) in cash** | **3,491** | **(41,039)** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail segment performance, debt structure, and legal contingencies, including 52 active product liability claims Sales by Segment and Category (Q1 2021 vs Q1 2020, $ thousands) | Category | Oil & Gas Proppants 2021 | Industrial & Specialty Products 2021 | Oil & Gas Proppants 2020 | Industrial & Specialty Products 2020 | | :--- | :--- | :--- | :--- | :--- | | Product | 78,671 | 112,719 | 108,277 | 113,884 | | Service | 43,026 | — | 47,438 | — | | **Total Sales** | **121,697** | **112,719** | **155,715** | **113,884** | Segment Contribution Margin (Q1 2021 vs Q1 2020, $ thousands) | Segment | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | Oil & Gas Proppants | 21,540 | 32,891 | | Industrial & Specialty Products | 40,038 | 43,348 | | **Total segment contribution margin** | **61,578** | **76,239** | - As of March 31, 2021, the company had **total debt of $1.237 billion**, primarily consisting of a $1.232 billion Term Loan maturing in 2025 and $25 million drawn on its Revolver[55](index=55&type=chunk) - As of March 31, 2021, there were **52 active silica-related product liability claims** pending against the company[82](index=82&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Sales declined 13% year-over-year due to weakness in the Oil & Gas segment, with Adjusted EBITDA falling to $38.3 million [Recent Trends and Outlook](index=30&type=section&id=Recent%20Trends%20and%20Outlook) The Oil & Gas segment faces headwinds from reduced drilling activity, while the Industrial segment remains more stable - Demand for proppant and logistics services has declined as customers reduce capital budgets and drilling operations in response to lower oil prices and the COVID-19 pandemic[125](index=125&type=chunk) Oil & Gas Proppants Segment Performance (Q1 2021 vs. Q4 2020) | Metric | Q1 2021 | Q4 2020 | % Change | | :--- | :--- | :--- | :--- | | Sales ($ thousands) | 121,697 | 120,344 | 1% | | Tons Sold (thousands) | 2,577 | 1,901 | 36% | | Average Selling Price per Ton ($) | 47.22 | 63.31 | (25)% | [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Q1 2021 sales fell 13% to $234.4 million, but operating loss improved significantly due to the absence of prior-year impairments Sales and Volume Analysis (Q1 2021 vs Q1 2020) | Segment | Sales Q1 2021 ($M) | Sales Q1 2020 ($M) | Tons Sold Q1 2021 (k) | Tons Sold Q1 2020 (k) | | :--- | :--- | :--- | :--- | :--- | | Oil & Gas Proppants | 121.7 | 155.7 | 2,577 | 3,202 | | Industrial & Specialty Products | 112.7 | 113.9 | 984 | 959 | | **Total** | **234.4** | **269.6** | **3,561** | **4,161** | - The Oil & Gas Proppants contribution margin **decreased by $11.4 million to $21.5 million** in Q1 2021, driven by a $34.0 million decrease in sales[163](index=163&type=chunk) - Selling, general and administrative (SG&A) expenses **decreased by 13% to $26.2 million** due to cost reduction measures[164](index=164&type=chunk) [How We Evaluate Our Business](index=32&type=section&id=How%20We%20Evaluate%20Our%20Business) Management uses key metrics including tons sold and non-GAAP measures like Segment Contribution Margin and Adjusted EBITDA Adjusted EBITDA Reconciliation ($ thousands) | Line Item | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net loss attributable to U.S. Silica | (20,778) | (72,345) | | Interest expense, net | 15,803 | 22,194 | | Provision for taxes | (4,354) | (36,086) | | Depreciation, depletion and amortization | 41,348 | 38,449 | | EBITDA | 32,019 | (47,788) | | Goodwill and other asset impairments | 38 | 103,866 | | Other Adjustments | 5,855 | (10,246) | | **Adjusted EBITDA** | **38,316** | **48,246** | [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains sufficient liquidity with $154.4 million in cash and $51.7 million available under its revolver - As of March 31, 2021, the company had **$299.3 million in working capital** and **$51.7 million available** under its Revolver[174](index=174&type=chunk) - The company anticipates **2021 capital expenditures** to be in the range of **$30 million to $40 million**[184](index=184&type=chunk) Summary of Cash Flows ($ thousands) | Activity | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Operating activities | 13,642 | (38,129) | | Investing activities | (3,534) | (16,386) | | Financing activities | (6,617) | 13,476 | [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks stem from variable interest rate debt and customer credit in the volatile oil and gas sector - As of March 31, 2021, the company had **$1.257 billion of debt outstanding**; a hypothetical **1.0% increase in interest rates** would change annual interest expense by **$12.6 million**[200](index=200&type=chunk) - The company is subject to credit risk from nonpayment by customers, particularly those who have experienced financial difficulties[202](index=202&type=chunk)[203](index=203&type=chunk) [Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls - Based on an evaluation as of March 31, 2021, the CEO and CFO concluded that the company's **disclosure controls and procedures were effective**[205](index=205&type=chunk) - **No changes in internal control over financial reporting** occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[207](index=207&type=chunk) PART II Other Information [Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) The company faces 52 active silica-related product liability claims but does not expect a material adverse financial impact - As of March 31, 2021, U.S. Silica was a defendant in **52 active silica-related product liability claims**[213](index=213&type=chunk) - **One new silica-related claim** was brought against the company during the three months ended March 31, 2021[213](index=213&type=chunk) [Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) No material changes were reported from the risk factors disclosed in the company's 2020 Annual Report on Form 10-K - The company reported **no material changes** to the risk factors disclosed in its 2020 Annual Report on Form 10-K[216](index=216&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No shares were repurchased in Q1 2021, with $126.5 million remaining available under the company's buyback program - **No shares of common stock were repurchased** under the share repurchase program during the three months ended March 31, 2021[217](index=217&type=chunk) - As of March 31, 2021, **$126.5 million remained available** under the authorized share repurchase program[217](index=217&type=chunk) [Defaults Upon Senior Securities](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[220](index=220&type=chunk) [Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Information regarding mine safety violations is included in Exhibit 95.1 of the quarterly report - Mine safety disclosures required by Section 1503(a) of the Dodd-Frank Act are included in Exhibit 95.1 to the Form 10-Q[221](index=221&type=chunk) [Other Information](index=47&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None[222](index=222&type=chunk) [Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including CEO/CFO certifications and XBRL data files

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 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.S. ...