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) November 3, 2016

FAIRMOUNT SANTROL HOLDINGS INC.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-36670	 	34-1831554	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
		
8834 Mayfield Road, Chesterland, Ohio	 	44026	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (800) 255-7263
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):
 
☐	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))	

 

Item 2.02 Results of Operations and Financial Condition.
On November 3, 2016, the Company issued a press release providing information regarding earnings for the quarter ended September 30, 2016, which provided detail not included in previously issued reports. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
The information in this Current Report on Form 8-K, including the exhibit attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number	  	Description	
		
99.1	  	Press release of the Company, dated November 3, 2016.	

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.

	 		 		 	Fairmount Santrol Holdings Inc.	
	 		 		 	(Registrant)	
				
Date: November 3, 2016	 		 		 	/s/ Michael F. Biehl	
	 		 		 	Michael F. Biehl
Executive Vice President and Chief Financial Officer	

Exhibit Index

Exhibit Number	  	Description	
		
99.1	  	Press release of the Company, dated November 3, 2016.	

Exhibit 99.1

FOR IMMEDIATE RELEASE
FAIRMOUNT SANTROL ANNOUNCES THIRD-QUARTER 2016 RESULTS
 
 	•	 	Total volumes of 2.4 million tons up 24% sequentially	
 
 	•	 	Revenues of $134.8 million up 18% sequentially	
 
 	•	 	Net loss of $20.6 million, including the pre-tax impact of $9.8 million in fees ($6.4 million after tax) from renegotiation of railcar contracts	
 
 	•	 	Completed common stock offering of 30.25 million shares in October 2016 for net proceeds of approximately $277 million	
CHESTERLAND, Ohio, Nov. 3, 2016 (GLOBE NEWSWIRE) — Fairmount Santrol (NYSE:FMSA), a leading provider of
high-performance sand and sand-based products, today announced results for the third quarter of 2016.
Third-Quarter 2016 Results
Third-quarter 2016 revenues were $134.8 million, up 18% from $114.2 million in the second quarter of 2016 and down 21% from $171.0 million for the third quarter of 2015. Overall volumes sold were 2.4 million tons for the quarter, an increase of 24% from 2.0 million tons in the second quarter of 2016 and an increase of 19% from 2.0 million tons in the third quarter of 2015.
For third-quarter 2016, the Company had a net loss of $20.6 million, or $(0.11) per share, compared with a net loss of $87.9 million, or $(0.54) per share, in the second quarter of 2016. The third-quarter net loss includes $9.8 million of pre-tax fees, or $0.03 per share, from renegotiation of railcar contracts, and $1.8 million of non-cash stock compensation expense, or $0.01 per share. The net loss for the second quarter of 2016 included the following pre-tax charges: asset impairments of $90.6 million, stock compensation expense of $3.9 million, inventory write-downs of $10.3 million, restructuring costs of $1.2 million, and $5.3 million of committed professional fees for cost reduction initiatives and debt extension fees. Net loss for the third-quarter 2015 was $46.2 million, or $(0.29) per share, and included $2.7 million of stock compensation expense and $5.9 million of pre-tax restructuring and impairment charges.
 
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Adjusted EBITDA loss for the third quarter of 2016 was $4.9 million. The Adjusted EBITDA loss excludes $1.8 million of non-cash stock compensation expense, while the $9.8 million in fees related to the railcar renegotiations have not been added back. In the second quarter of 2016, Adjusted EBITDA loss was $21.8 million, excluding the impact from asset impairment charges of $90.6 million and non-cash stock compensation expense of $3.9 million.
“We are encouraged by the early signs of improvement we saw in the proppant market during the third quarter,” said Jenniffer Deckard, President and Chief Executive Officer. “Third quarter volumes in our Proppant Solutions segment saw significant increases sequentially and over the prior-year period, as demand strengthened for both our raw frac sand and coated proppants. In addition, we instituted appropriate price increases on certain Northern White sand products late in the third quarter. As market conditions improve, we will continue to evaluate our operational footprint to ensure we are optimally positioned to quickly address upticks in demand and efficiently deliver product to both our Proppant Solutions and Industrial & Recreational customers. The third quarter reopening of our Menomonie facility and the completed expansion of our Wedron facility earlier this year are expected to enable us to meet current demand for Northern White sand, which continues to grow.”
Business Segments
Proppant Solutions Segment
Proppant Solutions volumes for the third quarter of 2016 were 1.8 million tons, an increase of 36% compared with the second quarter of 2016 and up 20% compared with the prior-year period. Raw frac sand volumes were 1.7 million tons, a 35% sequential increase and a 27% increase compared with the same period a year ago. Coated proppant volumes were 96,500 tons, a 61% increase compared with the second quarter of 2016 and a 38% decrease from the prior-year period.
 
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Proppant Solutions revenues were $103.1 million in third-quarter 2016, a 26% increase compared with $82.1 million in the second quarter of 2016 and a 27% decrease compared with $141.6 million in the third quarter a year ago. The sequential increase in revenues was largely driven by stronger volumes in both sand and coated proppants. During the third quarter, average product price per ton across both raw and resin-coated sand was 6% below second quarter average product price levels. This was largely due to product mix and to higher relative prices throughout the first half of the second-quarter. At the exit of the third quarter, prices were slightly above second quarter ending prices. Revenues from last year’s third quarter were higher primarily due to higher pricing and more coated proppants sold.
Proppant Solutions gross margin increased to $6.4 million in the third quarter of 2016 compared with a negative gross margin of $13.5 million in the second quarter of 2016, which included $9.9 million of inventory write-downs. Gross margin for the segment in the third quarter of 2015 was $26.8 million. The sequential increase in segment gross margin was largely driven by higher volumes, including the related leverage of the Company’s fixed cost structure, but also resulted from the continued implementation of cost reduction initiatives across all categories.
The Company’s logistics capabilities continue to be a significant differentiator for the organization and add value for customers. Unit train deliveries have remained strong. In the third quarter, the Company shipped over 1 million tons of proppant via unit trains.
Industrial and Recreational Products Segment
Industrial and Recreational volumes were 668,000 tons in third-quarter 2016, up 1% from second-quarter 2016 and up 17% from the prior year’s third quarter. Strong demand from glass customers continued to drive volume and offset traditional seasonal softening in other markets such as sports and recreation.
 
3

Revenues for the segment were $31.6 million in third-quarter 2016, a 2% decrease from $32.1 million in the second quarter and an 8% increase from $29.4 million for the third quarter a year ago. The sequential decline in revenue was mainly due to the seasonal shift in product mix as noted above, with the 8% increase over the prior year’s third-quarter revenues largely attributable to strong performance in several key markets, including glass and building products.
Gross margin for the segment was $13.5 million in third-quarter 2016, compared with to $13.6 million in the second quarter, which included $0.4 million of inventory write-downs. Gross margin for the segment in the third quarter of 2015 was $12.5 million.
Balance Sheet and Other Information
Through the first nine months of 2016, operating cash flow was a $15.1 million use of cash, which was primarily due to negative cash flow from operating activities, partially offset by improvements in working capital. Capital expenditures including stripping costs were $28.7 million for the nine months ended September 30, 2016. The Company expects full-year 2016 capital expenditures, including stripping costs to be between $30 million and $33 million.
At the end of the third quarter of 2016, the Company completed renegotiation of the more significant leases and contracts associated with its railcar fleet. In exchange for the extension of certain railcar leases and payment of $9.8 million in fees, $49.5 million in purchase commitments were canceled and purchase commitments of $136.5 million, which includes $3.9 million of railcar price increases, related to future railcar deliveries, originally scheduled for 2017 and 2018, were deferred. The renegotiation is also expected to result in cash savings of approximately $15 million on lease payments with an associated reduction in expense of approximately $5 million starting in the fourth quarter of 2016 and through the end of 2017.
 
4

The Company also continues to expect an additional $15 million in annualized savings from its other previously announced cost reduction activities initiated during prior quarters in 2016.
In October 2016, the Company completed a primary common stock offering of 30.25 million common shares, which resulted in net proceeds of approximately $277 million, after deducting underwriting commissions and estimated offering expenses. In addition, the underwriter has 30 days from the offering date to exercise an over-allotment option for an additional 4.5 million shares. The Company intends to use the net proceeds from the offering primarily for general corporate purposes, which includes repayment of debt and satisfaction of other obligations. Also in October 2016, the Company repurchased, at a discount, $3.0 million in B-1 extended term debt, which was otherwise due in 2019.
Deckard said, “The completion of our railcar contract renegotiations and our successful equity offering were additional steps in our phased approach to reducing our overall cost platform and improving both our liquidity and our balance sheet, which better positions us to address our financial obligations. We were pleased with the demand for our equity offering and appreciate the support of our shareholders, our Board of Directors and our Fairmount Santrol Family Members.”
As of September 30, 2016, cash and cash equivalents totaled $213.4 million, and debt totaled $1.1 billion, compared with $61.6 million of cash and cash equivalents and total debt of $1.1 billion as of June 30, 2016. Following the October equity offering, cash and cash equivalents are expected to be in excess of $490 million on a pro-forma basis.
Outlook
Due to the ongoing uncertainty in the oil and gas markets, the Company is continuing to suspend its earnings guidance.
 
5

Use of Certain GAAP and Non-GAAP Financial Measures
The Company defines EBITDA as net income before interest expense, income tax expense, depreciation, depletion and amortization. Adjusted EBITDA is defined as EBITDA before non-cash stock-based compensation, asset impairment, and certain other non-cash income or expenses. The Company believes EBITDA and adjusted EBITDA are useful because they allow management to more effectively evaluate our operational performance and compare the results of our operations from period to period without regard to our financing methods or capital structure.
Segment gross margin is defined as total revenues less the cost of goods sold to produce and deliver the products of each segment. The definition excludes selling, general and administrative expenses attributed to the segments and certain corporate costs.
Conference Call
Fairmount Santrol will host a conference call and live webcast for analysts and investors today, November 3, at 10 a.m. Eastern Time to discuss the Company’s 2016 third-quarter financial results. Investors are invited to listen to a live audio webcast of the conference call, which will be accessible on the Investor Relations section of the Company’s website at FairmountSantrol.com . To access the live webcast, please log in 15 minutes prior to the start of the call to download and install any necessary audio software. An archived replay of the call will also be available on the website following the call. The call can also be accessed live by dialing (866) 393-4306 or, for international callers, (734) 385-2616. The passcode for the call is 96234819. A replay will be available shortly after the call and can be accessed by dialing (855) 859-2056 or (404) 537-3406. The passcode for the replay is 96234819. The replay of the call will be available through November 10, 2016.
About Fairmount Santrol
Fairmount Santrol is a leading provider of high-performance sand and sand-based products used by oil and gas exploration and production companies to enhance the productivity of their wells. The Company also provides high-quality products, strong technical leadership and applications knowledge to end users in the foundry, building products, water filtration, glass, and sports and recreation markets. Its expansive logistics capabilities include a wide-ranging network of
 
6

distribution terminals and rail cars that allow the Company to effectively serve customers wherever they operate. As one of the nation’s longest continuously operating mining organizations, Fairmount Santrol has developed a strong commitment to all three pillars of sustainable development, People, Planet and Prosperity. Correspondingly, the Company’s motto and action orientation is: “Do Good. Do Well.” For more information, visit FairmountSantrol.com .
Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These factors include: changes in prevailing economic conditions, including continuing pressure on and fluctuations in demand for, and pricing of, our products; loss of, or reduction in business from the Company’s largest customers or their failure to pay the Company; possible adverse effects of being leveraged, including interest rate, event of default or refinancing risks, as well as potentially limiting the Company’s ability to invest in certain market opportunities; the level of cash flows generated to provide adequate liquidity; our ability to successfully develop and market new products, including Propel SSP ® ; our rights and ability to mine our property and our renewal or receipt of the required permits and approvals from government authorities and other third parties; our ability to implement and realize efficiencies from capacity expansion plans and cost reduction initiatives within our time and budgetary parameters; expectations regarding results of railcar contract renegotiations; increasing costs or a lack of dependability or availability of transportation services or infrastructure and geographic shifts in demand; changing legislative and regulatory initiatives relating to our business, including environmental, mining, health and safety, licensing, reclamation and other regulation relating to hydraulic fracturing (and changes in their enforcement and interpretation); silica-related health issues and corresponding litigation; seasonal and severe weather conditions; and other operating risks that are beyond our control.
 
7

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Fairmount Santrol Holdings Inc.’s filings with the Securities and Exchange Commission (“SEC”). The risk factors and other factors noted in our filings with the SEC could cause our actual results to differ materially from those contained in any forward-looking statement.
Investor contact:
Sharon Van Zeeland
440-279-0204
Sharon.VanZeeland@fairmountsantrol.com
Media contact:
Kristin Lewis
440-279-0245
Kristin.Lewis@fairmountsantrol.com

Source: Fairmount Santrol
 
8

Fairmount Santrol
Condensed Consolidated Statements of Income (Loss)
(unaudited)

 	  	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	
 	  	2016	 	 	2015	 	 	2016	 	 	2015	 	
 	  	(in thousands, except per share
amounts)	 	 	(in thousands, except per share
amounts)	 	
Revenues	  	$	134,775	  	 	$	170,950	  	 	$	394,482	  	 	$	693,763	  	
Cost of goods sold (excluding depreciation, depletion, amortization, and stock compensation expense shown separately)	  	 	114,873	  	 	 	131,679	  	 	 	347,466	  	 	 	499,357	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross margin	  	 	19,902	  	 	 	39,271	  	 	 	47,016	  	 	 	194,406	  	
Operating expenses	  				 				 				 				
Selling, general and administrative expenses	  	 	15,443	  	 	 	18,314	  	 	 	53,194	  	 	 	61,538	  	
Depreciation, depletion and amortization expense	  	 	17,759	  	 	 	15,260	  	 	 	54,401	  	 	 	47,759	  	
Stock compensation expense	  	 	1,799	  	 	 	2,679	  	 	 	7,366	  	 	 	7,180	  	
Asset impairments	  	 	—  	  	 	 	4,169	  	 	 	90,654	  	 	 	10,644	  	
Restructuring charges	  	 	—  	  	 	 	284	  	 	 	1,155	  	 	 	8,957	  	
Other operating expense (income)	  	 	9,362	  	 	 	(878	) 	 	 	9,266	  	 	 	(278	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from operations	  	 	(24,461	) 	 	 	(557	) 	 	 	(169,020	) 	 	 	58,606	  	
Interest expense, net	  	 	16,175	  	 	 	15,963	  	 	 	50,043	  	 	 	46,165	  	
Other non-operating expense (income)	  	 	—  	  	 	 	1,492	  	 	 	(5	) 	 	 	1,492	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) before provision for income taxes	  	 	(40,636	) 	 	 	(18,012	) 	 	 	(219,058	) 	 	 	10,949	  	
Provision (benefit) for income taxes	  	 	(20,013	) 	 	 	28,117	  	 	 	(98,786	) 	 	 	12,057	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	  	 	(20,623	) 	 	 	(46,129	) 	 	 	(120,272	) 	 	 	(1,108	) 	
Less: Net income attributable to the non-controlling interest	  	 	2	  	 	 	71	  	 	 	15	  	 	 	196	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss attributable to Fairmount Santrol Holdings Inc.	  	$	(20,625	) 	 	$	(46,200	) 	 	$	(120,287	) 	 	$	(1,304	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss per share	  				 				 				 				
Basic	  	$	(0.11	) 	 	$	(0.29	) 	 	$	(0.71	) 	 	$	(0.01	) 	
Diluted	  	$	(0.11	) 	 	$	(0.29	) 	 	$	(0.71	) 	 	$	(0.01	) 	
Weighted average number of shares outstanding	  				 				 				 				
Basic	  	 	183,620	  	 	 	161,413	  	 	 	168,904	  	 	 	161,241	  	
Diluted	  	 	183,620	  	 	 	161,413	  	 	 	168,904	  	 	 	161,241	  	
 
9

Fairmount Santrol
Condensed Consolidated Statements of Cash Flows
(unaudited)

 	  	Nine Months Ended September 30,	 	
 	  	2016	 	 	2015	 	
 	  	(in thousands)	 	
Net loss	  	$	(120,272	) 	 	$	(1,108	) 	
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:	  				 				
Depreciation and depletion	  	 	50,891	  	 	 	44,355	  	
Amortization	  	 	8,471	  	 	 	8,586	  	
Reserve for doubtful accounts	  	 	2,645	  	 	 	—  	  	
Write-off of deferred financing costs	  	 	—  	  	 	 	864	  	
Asset impairments	  	 	90,654	  	 	 	6,967	  	
Non-cash restructuring charges	  	 	—  	  	 	 	1,162	  	
Inventory write-downs and reserves	  	 	10,302	  	 	 	(83	) 	
Loss on sale of fixed assets	  	 	315	  	 	 	424	  	
Unrealized loss on interest rate swaps	  	 	—  	  	 	 	48	  	
Deferred income taxes and taxes payable	  	 	(80,248	) 	 	 	4,417	  	
Refundable income taxes	  	 	5,922	  	 	 	(9,997	) 	
Stock compensation expense	  	 	7,366	  	 	 	7,180	  	
Change in operating assets and liabilities:	  				 				
Accounts receivable	  	 	(5,035	) 	 	 	114,818	  	
Inventories	  	 	7,039	  	 	 	54,764	  	
Prepaid expenses and other assets	  	 	1,873	  	 	 	21,738	  	
Accounts payable	  	 	4,723	  	 	 	(37,028	) 	
Accrued expenses	  	 	225	  	 	 	20	  	
	  	 	 	 	 	 	 	 	
Net cash provided by (used in) operating activities	  	 	(15,129	) 	 	 	217,127	  	
	  	 	 	 	 	 	 	 	
Cash flows from investing activities	  				 				
Proceeds from sale of fixed assets	  	 	5,630	  	 	 	—  	  	
Capital expenditures and stripping costs	  	 	(28,712	) 	 	 	(91,548	) 	
Other investing activities	  	 	(1,631	) 	 	 	—  	  	
	  	 	 	 	 	 	 	 	
Net cash used in investing activities	  	 	(24,713	) 	 	 	(91,548	) 	
	  	 	 	 	 	 	 	 	
Cash flows from financing activities	  				 				
Payments on long-term debt	  	 	(78,250	) 	 	 	(10,595	) 	
Payments on capital leases and other long-term debt	  	 	(5,067	) 	 	 	(5,522	) 	
Proceeds from option exercises	  	 	3,950	  	 	 	1,767	  	
Proceeds from primary stock offering	  	 	161,862	  	 	 	—  	  	
Tax effect of stock options exercised, forfeited, or expired	  	 	(1,051	) 	 	 	32	  	
Distributions to non-controlling interest	  	 	(551	) 	 	 	(219	) 	
Other financing activities	  	 	—  	  	 	 	(4,592	) 	
	  	 	 	 	 	 	 	 	
Net cash provided by (used in) financing activities	  	 	80,893	  	 	 	(19,129	) 	
	  	 	 	 	 	 	 	 	
Change in cash and cash equivalents related to assets classified as held-for-sale	  	 	1,376	  	 	 	(3,120	) 	
Foreign currency adjustment	  	 	(479	) 	 	 	(773	) 	
	  	 	 	 	 	 	 	 	
Increase in cash and cash equivalents	  	 	41,948	  	 	 	102,557	  	
	  	 	 	 	 	 	 	 	
Cash and cash equivalents:	  				 				
Beginning of period	  	 	171,486	  	 	 	76,923	  	
	  	 	 	 	 	 	 	 	
End of period	  	$	213,434	  	 	$	179,480	  	

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Fairmount Santrol
Condensed Consolidated Balance Sheets
(unaudited)

 	  	September 30, 2016	 	 	December 31, 2015	 	
 	  	(in thousands)	 	
Assets	  				 				
Current assets	  				 				
Cash and cash equivalents	  	$	213,434	  	 	$	171,486	  	
Accounts receivable, net	  	 	78,798	  	 	 	73,566	  	
Inventories	  	 	53,154	  	 	 	70,494	  	
Prepaid expenses and other assets	  	 	9,259	  	 	 	13,404	  	
Refundable income taxes	  	 	20,584	  	 	 	26,506	  	
Current assets classified as held-for-sale (includes cash, accounts receivable, inventories, and property, plant, and equipment)	  	 	—  	  	 	 	4,218	  	
	  	 	 	 	 	 	 	 	
Total current assets	  	 	375,229	  	 	 	359,674	  	
Property, plant and equipment, net	  	 	743,999	  	 	 	870,997	  	
Deferred income taxes	  	 	834	  	 	 	834	  	
Goodwill	  	 	15,301	  	 	 	15,301	  	
Intangibles, net	  	 	94,386	  	 	 	96,482	  	
Other assets	  	 	9,265	  	 	 	10,961	  	
	  	 	 	 	 	 	 	 	
Total assets	  	$	1,239,014	  	 	$	1,354,249	  	
	  	 	 	 	 	 	 	 	
Liabilities and Equity	  				 				
Current liabilities	  				 				
Current portion of long-term debt	  	$	30,394	  	 	$	17,385	  	
Accounts payable	  	 	36,579	  	 	 	40,421	  	
Accrued expenses	  	 	24,227	  	 	 	26,785	  	
Current liabilities directly related to current assets classified as held-for-sale (includes accounts payable and accrued expenses)	  	 	—  	  	 	 	934	  	
	  	 	 	 	 	 	 	 	
Total current liabilities	  	 	91,200	  	 	 	85,525	  	
Long-term debt	  	 	1,113,688	  	 	 	1,205,721	  	
Deferred income taxes	  	 	6,701	  	 	 	89,569	  	
Other long-term liabilities	  	 	40,772	  	 	 	33,802	  	
	  	 	 	 	 	 	 	 	
Total liabilities	  	 	1,252,361	  	 	 	1,414,617	  	
Equity	  				 				
Common stock	  	 	2,408	  	 	 	2,391	  	
Additional paid-in capital	  	 	494,278	  	 	 	776,705	  	
Retained earnings	  	 	284,757	  	 	 	405,044	  	
Accumulated other comprehensive loss	  	 	(21,976	) 	 	 	(17,693	) 	
Treasury stock at cost	  	 	(773,126	) 	 	 	(1,227,663	) 	
Non-controlling interest	  	 	312	  	 	 	848	  	
	  	 	 	 	 	 	 	 	
Total equity (deficit)	  	 	(13,347	) 	 	 	(60,368	) 	
	  	 	 	 	 	 	 	 	
Total liabilities and equity	  	$	1,239,014	  	 	$	1,354,249	  	

11

Fairmount Santrol
Segment Reports
(unaudited)

 	 	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	 	Three Months Ended
June 30,	 	
 	 	2016	 	 	2015	 	 	2016	 	 	2015	 	 	2016	 	
 	 	(in thousands, except volume amounts)	 	 	(in thousands, except volume amounts)	 	 	(in thousands, except
volume amounts)	 	
Volume (tons)	 				 				 				 				 				
Proppant Solutions	 				 				 				 				 				
Raw sand	 	 	1,657,799	  	 	 	1,309,428	  	 	 	4,301,124	  	 	 	4,184,045	  	 	 	1,230,077	  	
Coated proppant	 	 	96,532	  	 	 	154,902	  	 	 	269,062	  	 	 	652,042	  	 	 	59,826	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Proppant Solutions	 	 	1,754,331	  	 	 	1,464,330	  	 	 	4,570,186	  	 	 	4,836,087	  	 	 	1,289,903	  	
Industrial & Recreational Products	 	 	668,333	  	 	 	569,971	  	 	 	1,916,755	  	 	 	1,745,474	  	 	 	661,244	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total volumes	 	 	2,422,664	  	 	 	2,034,301	  	 	 	6,486,941	  	 	 	6,581,561	  	 	 	1,951,147	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 				 				 				 				 				
Proppant Solutions	 	$	103,140	  	 	$	141,584	  	 	$	302,705	  	 	$	602,603	  	 	$	82,102	  	
Industrial & Recreational Products	 	 	31,635	  	 	 	29,366	  	 	 	91,777	  	 	 	91,160	  	 	 	32,147	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	 	134,775	  	 	 	170,950	  	 	 	394,482	  	 	 	693,763	  	 	 	114,249	  	
Segment gross margin	 				 				 				 				 				
Proppant Solutions	 	 	6,356	  	 	 	26,788	  	 	 	9,419	  	 	 	160,492	  	 	 	(13,529	) 	
Industrial & Recreational Products	 	 	13,546	  	 	 	12,483	  	 	 	37,597	  	 	 	33,914	  	 	 	13,649	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total segment gross margin	 	 	19,902	  	 	 	39,271	  	 	 	47,016	  	 	 	194,406	  	 	 	120	  	
 
12

Fairmount Santrol
Non-GAAP Financial Measures
(unaudited)

 	  	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	 	Three Months
Ended June 30,	 	
 	  	2016	 	 	2015	 	 	2016	 	 	2015	 	 	2016	 	
 	  	(in thousands)	 	 	(in thousands)	 	 	(in thousands)	 	
Reconciliation of Adjusted EBITDA	  				 				 				 				 				
Net loss attributable to Fairmount Santrol Holdings Inc.	  	$	(20,625	) 	 	$	(46,200	) 	 	$	(120,287	) 	 	$	(1,304	) 	 	$	(87,886	) 	
Interest expense, net	  	 	16,175	  	 	 	15,963	  	 	 	50,043	  	 	 	46,165	  	 	 	16,606	  	
Provision (benefit) for income taxes	  	 	(20,013	) 	 	 	28,117	  	 	 	(98,786	) 	 	 	12,057	  	 	 	(63,019	) 	
Depreciation, depletion, and amortization expense	  	 	17,759	  	 	 	15,260	  	 	 	54,401	  	 	 	47,759	  	 	 	18,056	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA	  	 	(6,704	) 	 	 	13,140	  	 	 	(114,629	) 	 	 	104,677	  	 	 	(116,243	) 	
Non-cash stock compensation
expense (1)	  	 	1,799	  	 	 	2,679	  	 	 	7,366	  	 	 	7,180	  	 	 	3,914	  	
Asset impairments (2)	  	 	—  	  	 	 	4,169	  	 	 	90,654	  	 	 	10,644	  	 	 	90,578	  	
Restructuring charges (3)	  	 	—  	  	 	 	284	  	 	 	—  	  	 	 	8,957	  	 	 	—  	  	
Loss on disposal of fixed assets (4)	  	 	—  	  	 	 	627	  	 	 	—  	  	 	 	627	  	 	 	—  	  	
Write-off of deferred financing costs (5)	  	 	—  	  	 	 	864	  	 	 	—  	  	 	 	864	  	 	 	—  	  	
Other charges (6)	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	465	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	  	$	(4,905	) 	 	$	21,763	  	 	$	(16,609	) 	 	$	133,414	  	 	$	(21,751	) 	

(1)	Represents the non-cash expense for stock-based awards issued to our employees and outside directors.	
(2)	Non-cash charges associated with the impairment of mineral reserves and other long-lived assets.	
(3)	For the three months ended June 30, 2016 and 2015, respectively, we incurred cash charges of approximately $1.2 million and $6.1 million for restructuring. We are no longer reflecting cash charges as an adjustment to EBITDA in 2016 results.	
(4)	Includes losses related to the sale and disposal of certain assets in property, plant, and equipment.	
(5)	Represents the write-off of deferred financing fees in relation to the amendment of our Revolving Credit Facility.	
(6)	Cash payment associated with an audit of our Employee Stock Bonus Plan.	
 
13