PART I FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) Unaudited financial statements show asset and liability growth, increased net income, and a going concern risk from the Credit Facility's 2020 maturity [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets detail assets, liabilities, and equity, impacted by new lease accounting and credit facility reclassification Condensed Consolidated Balance Sheets Summary | Financial Metric | June 30, 2019 (Unaudited, in thousands) | December 31, 2018 (in thousands) | | :--- | :--- | :--- | | **Total Current Assets** | $68,499 | $50,096 | | **Total Assets** | $372,501 | $320,292 | | **Total Current Liabilities** | $75,265 | $24,652 | | **Total Liabilities** | $143,133 | $110,932 | | **Total Stockholders' Equity** | $229,368 | $209,360 | - The significant increase in current liabilities is primarily due to the reclassification of the Credit Facility (**$38.3 million**) to the current portion of long-term debt, as it matures on June 30, 2020[73](index=73&type=chunk)[74](index=74&type=chunk) - The company adopted new lease accounting standards (ASC 842) on January 1, 2019, resulting in the recognition of **$32.4 million** in operating right-of-use assets and corresponding lease liabilities[11](index=11&type=chunk)[40](index=40&type=chunk) [Condensed Consolidated Income Statements](index=5&type=section&id=Condensed%20Consolidated%20Income%20Statements) The income statements show revenue and net income growth for both the quarter and six-month periods ending June 30, 2019 Condensed Consolidated Income Statements Summary | Metric (in thousands, except per share) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | $67,941 | $54,448 | $119,716 | $97,076 | | **Gross Profit** | $24,873 | $19,770 | $36,043 | $26,985 | | **Operating Income** | $19,205 | $12,909 | $25,156 | $14,263 | | **Net Income** | $14,276 | $10,021 | $18,309 | $10,996 | | **Diluted EPS** | $0.36 | $0.25 | $0.46 | $0.27 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statements highlight changes in operating, investing, and financing activities, showing a net decrease in cash for the period Condensed Consolidated Statements of Cash Flows Summary | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $17,403 | $18,913 | | **Net cash used in investing activities** | $(13,869) | $(96,719) | | **Net cash (used in) provided by financing activities** | $(3,747) | $44,324 | | **Net decrease in cash and cash equivalents** | $(213) | $(33,482) | | **Cash and cash equivalents at end of period** | $1,253 | $1,745 | - Investing activities in H1 2019 were significantly lower at **$13.9 million** compared to **$96.7 million** in H1 2018, which included acquisitions and a major facility expansion[26](index=26&type=chunk)[165](index=165&type=chunk) - Financing activities in H1 2019 showed a net cash use of **$3.7 million**, primarily for debt repayment, contrasting with a net cash provision of **$44.3 million** in H1 2018 from credit facility proceeds[26](index=26&type=chunk)[166](index=166&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail business operations, a 'Going Concern' risk, increased shortfall revenue, and pending litigation over significant receivables - **Going Concern:** The company's Credit Facility matures on June 30, 2020. Without refinancing, this raises substantial doubt about the company's ability to continue as a going concern. The company is pursuing refinancing plans[37](index=37&type=chunk) - **Revenue Mix:** Shortfall revenue, recognized from customers not meeting minimum take-or-pay contract volumes, increased dramatically to **$16.3 million** in Q2 2019 and **$22.0 million** in H1 2019, compared to just **$0.7 million** in the respective prior-year periods[89](index=89&type=chunk) - **Litigation and Receivables:** The company has filed lawsuits against U.S. Well Services and Schlumberger for breach of contract over failure to pay amounts due. As of June 30, 2019, **$34.6 million** of accounts and unbilled receivables are from customers with whom the company has pending litigation[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) - **Customer Concentration:** For the six months ended June 30, 2019, three customers accounted for **60%** of total revenues. As of June 30, 2019, four customers accounted for **89%** of total accounts receivable[105](index=105&type=chunk)[106](index=106&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2019 revenue growth from shortfall revenue, a working capital deficit, 'Going Concern' risk, and strong non-GAAP measure performance [Results of Operations](index=27&type=section&id=Results%20of%20Operations) This section details financial performance, highlighting revenue, gross profit, and net income changes for the quarter and six-month periods Results of Operations Summary | Metric (in thousands) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Change % | | :--- | :--- | :--- | :--- | | **Revenues** | $67,941 | $54,448 | 25% | | **Gross Profit** | $24,873 | $19,770 | 26% | | **Net Income** | $14,276 | $10,021 | 42% | - The increase in Q2 2019 revenue was primarily driven by **$16.3 million** in shortfall revenue from take-or-pay contracts, compared to only **$0.7 million** in Q2 2018. This offset a decrease in sand sales volume from **839,000 tons** in Q2 2018 to **741,000 tons** in Q2 2019[130](index=130&type=chunk) - For the six months ended June 30, 2019, revenues increased **23%** to **$119.7 million**, and net income increased **67%** to **$18.3 million** compared to the same period in 2018, also driven by higher shortfall revenue[140](index=140&type=chunk)[141](index=141&type=chunk)[146](index=146&type=chunk) [Non-GAAP Financial Measures](index=30&type=section&id=Non-GAAP%20Financial%20Measures) This section presents non-GAAP financial metrics like Adjusted EBITDA and Contribution Margin, showing strong year-over-year growth Non-GAAP Financial Measures Summary | Non-GAAP Metric (in thousands) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | **Adjusted EBITDA** | $26,243 | $19,257 | $38,665 | $25,110 | | **Contribution Margin** | $30,974 | $23,648 | $48,050 | $33,967 | - The increase in Adjusted EBITDA and Contribution Margin for both the three and six-month periods was primarily attributed to higher shortfall revenue and increased in-basin sales volumes[151](index=151&type=chunk)[156](index=156&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity, capital resources, working capital changes, and the critical 'Going Concern' risk - **Going Concern:** Management explicitly states that the June 30, 2020 maturity of its Credit Facility raises substantial doubt about the company's ability to continue as a going concern if it is not refinanced[158](index=158&type=chunk)[159](index=159&type=chunk) - Working capital shifted from a **$25.4 million** surplus at the end of 2018 to a **$6.8 million** deficit at June 30, 2019. This was mainly caused by classifying the Credit Facility as a short-term obligation[162](index=162&type=chunk) - As of June 30, 2019, the company had **$16.0 million** in undrawn availability under its **$55.0 million** Credit Facility[167](index=167&type=chunk) - The company estimates full-year 2019 capital expenditures to be between **$25 million** and **$35 million**[171](index=171&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=36&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No material changes to the company's market risk exposure were reported for the period - There have been no material changes in the company's exposure to market risks during the six months ended June 30, 2019[186](index=186&type=chunk) [Controls and Procedures](index=38&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[188](index=188&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended June 30, 2019, that have materially affected or are likely to materially affect internal controls[189](index=189&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=39&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is engaged in litigation with two major customers over alleged breach of long-term take-or-pay contracts and non-payment - Smart Sand filed a lawsuit against U.S. Well Services, LLC on January 14, 2019, for breach of contract related to a long-term take-or-pay agreement[115](index=115&type=chunk) - Smart Sand filed a lawsuit against Schlumberger Technology Corporation on January 3, 2019, also for breach of contract over a long-term take-or-pay agreement[116](index=116&type=chunk) [Risk Factors](index=39&type=section&id=ITEM%201A.%20Risk%20Factors) Key risks include collection uncertainty from litigation-involved receivables and the inability to refinance the Credit Facility, raising going concern doubts - A substantial portion of accounts and unbilled receivables (**$34.6 million** as of June 30, 2019) are from two customers currently in litigation with the company, posing a significant collection risk[193](index=193&type=chunk) - The company's Credit Facility matures on June 30, 2020, and failure to refinance it could have a material adverse effect on the business and raises substantial doubt about the company's ability to continue as a going concern[194](index=194&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - There were no unregistered sales of equity securities during the period[195](index=195&type=chunk) [Defaults upon Senior Securities](index=39&type=section&id=ITEM%203.%20Defaults%20upon%20Senior%20Securities) No defaults upon senior securities were reported for the period - There were no defaults upon senior securities during the period[196](index=196&type=chunk) [Mine Safety Disclosures](index=39&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) The company's mining operations are subject to MSHA and OSHA regulations, including annual inspections and rules on respirable silica exposure - The company's operations are regulated by MSHA, which performs at least two unannounced inspections annually[197](index=197&type=chunk) - The company is subject to OSHA regulations for workplace exposure to respirable silica and may need to incur capital expenditures if exposure limits are lowered[198](index=198&type=chunk) [Other Information](index=40&type=section&id=ITEM%205.%20Other%20Information) No other material information was reported for the period - There was no other information to report[201](index=201&type=chunk) [Exhibits](index=41&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications and XBRL data

Smart Sand, Inc. (NASDAQ:SND) Q1 2019 Earnings Conference Call May 7, 2019 10:00 AM ET Company Participants Josh Jayne - Finance Manager Chuck Young - Founder & Chief Executive Officer Lee Beckelman - Chief Financial Officer John Young - Chief Operating Officer. Conference Call Participants Stephen Gengaro - Stifel George O’Leary - TPH & Company John Watson - Simmons Energy Lucas Pipes - B. Riley FBR Operator Good day, ladies and gentlemen, and thank you for standing by. Welcome to the Q1 2019 Smart Sand In ...

0 May 2019 Investor Presentation May 7, 2019 Mine to Wellsite Solutions Disclaimer Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the federal securities laws. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to histori ...

PART I FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) The company's Q1 2019 financials show significant year-over-year growth in revenue and net income, with total assets increasing due to a new lease accounting standard [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets grew to $362.3 million, driven by the adoption of a new lease standard which increased both right-of-use assets and lease liabilities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2019 (Unaudited) | December 31, 2018 | | :--- | :--- | :--- | | **Total current assets** | $57,625 | $50,096 | | Property, plant and equipment, net | $249,133 | $248,396 | | Operating right-of-use assets | $34,329 | $— | | **Total assets** | **$362,340** | **$320,292** | | **Total current liabilities** | $39,182 | $24,652 | | Long-term debt, net | $51,296 | $47,893 | | Long-term operating lease liabilities | $21,539 | $— | | **Total liabilities** | **$147,986** | **$110,932** | | **Total stockholders' equity** | **$214,354** | **$209,360** | [Condensed Consolidated Income Statements](index=5&type=section&id=Condensed%20Consolidated%20Income%20Statements) First quarter 2019 revenue increased 21.5% to $51.8 million, leading to a substantial rise in net income to $4.0 million Q1 2019 vs Q1 2018 Income Statement (in thousands, except per share data) | Metric | Three Months Ended Mar 31, 2019 | Three Months Ended Mar 31, 2018 | | :--- | :--- | :--- | | Revenues | $51,775 | $42,628 | | Gross profit | $11,170 | $7,215 | | Operating income | $5,951 | $1,353 | | **Net income** | **$4,033** | **$975** | | Diluted EPS | $0.10 | $0.02 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations turned positive at $6.3 million, a significant improvement from the prior year due to lower capital expenditures Q1 2019 vs Q1 2018 Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended Mar 31, 2019 | Three Months Ended Mar 31, 2018 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $6,323 | $(1,612) | | Net cash used in investing activities | $(8,499) | $(46,869) | | Net cash provided by financing activities | $3,079 | $15,876 | | **Net increase (decrease) in cash** | **$903** | **$(32,605)** | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Key notes detail the adoption of a new lease standard, revenue disaggregation, ongoing litigation, and significant customer concentration - The company adopted the new lease standard ASU 2016-02 (Topic 842) on January 1, 2019, recording initial operating right-of-use assets of **$35.9 million** and lease liabilities of **$36.5 million**[36](index=36&type=chunk)[39](index=39&type=chunk) Disaggregation of Revenue (in thousands) | Revenue Type | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Sand sales revenue | $21,147 | $22,287 | | Reservation revenue | $4,500 | $6,628 | | Shortfall revenue | $5,756 | $— | | Logistics revenue | $20,372 | $13,713 | | **Total revenues** | **$51,775** | **$42,628** | - The company has filed lawsuits against U.S. Well Services, LLC and Schlumberger Technology Corporation for alleged breach of take-or-pay agreements, with **$17.1 million** in related receivables[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - Significant customer concentration exists, with three customers accounting for **65% of revenues** in Q1 2019 and four customers accounting for **74% of total accounts receivable**[105](index=105&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue growth was driven by shortfall and logistics revenue, which improved gross profit and Adjusted EBITDA despite lower sand volumes sold Q1 2019 vs Q1 2018 Performance Summary (in thousands) | Metric | Q1 2019 | Q1 2018 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $51,775 | $42,628 | 21% | | Gross Profit | $11,170 | $7,215 | 55% | | Operating Income | $5,951 | $1,353 | 340% | | Net Income | $4,033 | $975 | 314% | - The increase in Q1 2019 revenue was driven by **$5.8 million in shortfall revenue** and a **$6.7 million increase in logistics revenue**, which offset lower sand sales revenue[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) Non-GAAP Financial Measures Reconciliation (in thousands) | Measure | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Net Income (GAAP) | $4,033 | $975 | | **Adjusted EBITDA** | **$12,423** | **$5,852** | | Gross Profit (GAAP) | $11,170 | $7,215 | | **Contribution Margin** | **$17,076** | **$10,321** | - The company estimates full-year 2019 capital expenditures will be approximately **$30 million to $40 million** to support growth and efficiency initiatives[157](index=157&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=31&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's market risk exposure has not materially changed from the previously disclosed factors in its 2018 Annual Report - There have been **no material changes** to the company's exposure to market risks during the three months ended March 31, 2019[172](index=172&type=chunk) [Controls and Procedures](index=32&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - Based on an evaluation as of the end of the period, the Chief Executive Officer and Chief Financial Officer concluded that the company's **disclosure controls and procedures were effective**[174](index=174&type=chunk) - There were **no changes in internal control over financial reporting** during the quarter ended March 31, 2019, that have materially affected, or are reasonably likely to materially affect, internal controls[175](index=175&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=33&type=section&id=ITEM%201.%20Legal%20Proceedings) The company initiated litigation against two key customers, U.S. Well Services and Schlumberger, for alleged breach of take-or-pay contracts - Smart Sand filed a lawsuit against U.S. Well Services, LLC, alleging breach of a long-term take-or-pay Master Product Purchase Agreement and seeking monetary damages[113](index=113&type=chunk) - The company filed a separate lawsuit against Schlumberger Technology Corporation, also alleging breach of a long-term take-or-pay Master Product Purchase Agreement and seeking monetary damages[114](index=114&type=chunk) [Risk Factors](index=33&type=section&id=ITEM%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the company's 2018 year-end report - As of the date of this report, **no material changes have occurred** in the risk factors previously included in the company's 2018 Form 10-K[178](index=178&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) Operations are subject to MSHA and OSHA regulations, with a focus on maintaining a culture of safety and compliance - The company's operations are subject to stringent health and safety standards under the Federal Mine Safety and Health Act of 1977, enforced by MSHA[181](index=181&type=chunk)[183](index=183&type=chunk) - The company is also subject to OSHA regulations regarding workplace exposure to respirable silica and adheres to the National Industrial Sand Association's respiratory protection program[182](index=182&type=chunk) [Exhibits](index=34&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications and agreement amendments

Smart Sand, Inc. (NASDAQ:SND) Q4 2018 Earnings Conference Call March 14, 2019 10:00 AM ET Company Participants Josh Jayne - Finance Manager Charles Young - Founder and Chief Executive Officer Lee Beckelman - Chief Financial Officer John Young - Chief Operating Officer Conference Call Participants George O’Leary - Tudor, Pickering, Holt & Co. Securities, Inc. Stephen Gengaro - Stifel, Nicolaus & Co. Martin Malloy - Johnson Rice & Co. John Watson - Simmons Energy Operator Good day, ladies and gentlemen, and w ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________ FORM 10-K __________________________________________________ x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Annual Period Ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ___ to ___ Commission file number 001-37936 __________________________ ...

Mine to Wellsite Solutions 2019 Credit Suisse Energy Conference February 12, 2019 0 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the federal securities laws. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relat ...