Smart Sand, Inc 8-K/A, filed Mar 4, 2021

Smart Sand, Inc. (SND)

8-K/A 2021-03-04 For: 2021-03-02

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Added on April 07, 2026

About this 8-K/A

Smart Sand, Inc filed this 8-K/A on March 4, 2021, reporting on events of March 2, 2021.

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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Exhibit Number						Description

99.1						Smart Sand, Inc. press release dated March 2, 2021


	Three Months Ended
	December 31, 2020		September 30, 2020		December 31, 2019
	(unaudited)		(unaudited)		(unaudited)
	(in thousands, except per share amounts)
Revenues:
Sand sales revenue	$	20,093	$	12,445	$	22,960
Shortfall revenue	1,133		6,842		11,600
Logistics revenue	4,111		4,122		13,107
Total revenue	25,337		23,409		47,667
Cost of goods sold	32,999		18,227		29,793
Gross (loss) profit	(7,662)		5,182		17,874
Operating expenses:
Salaries, benefits and payroll taxes	2,878		2,058		3,094
Depreciation and amortization	557		440		457
Selling, general and administrative	5,134		3,933		3,045
Change in the estimated fair value of contingent consideration	(390)		—		(515)
Impairment loss	5,115		—		7,914
Total operating expenses	13,294		6,431		13,995
Operating income loss	(20,956)		(1,249)		3,879
Other (expenses) income:
Gain on bargain purchase	(289)		39,889		—
Interest expense, net	(515)		(497)		(678)
Loss on extinguishment of debt	—		—		(561)
Other income	320		80		42
Total other (expenses) income, net	(484)		39,472		(1,197)
(Loss) income before income tax (benefit) expense	(21,440)		38,223		2,682
Income tax (benefit) expense	(18,556)		1,941		294
Net (loss) income	$	(2,884)	$	36,282	$	2,388

Net (loss) income per common share:
Basic	$	(0.07)	$	0.91	$	0.06
Diluted	$	(0.07)	$	0.91	$	0.06
Weighted-average number of common shares:
Basic	41,324		39,973		40,234
Diluted	41,324		39,973		40,238


	Year Ended December 31,
	2020		2019
	(in thousands, except per share amount)
Revenues:
Sand sales revenue	70,902		109,621
Shortfall revenue	23,281		49,259
Logistics revenue	28,157		74,193
Total revenue	$	122,340	$	233,073
Cost of goods sold	104,221		152,021
Gross profit	18,119		81,052
Operating expenses:
Salaries, benefits and payroll taxes	9,993		11,560
Depreciation and amortization	1,911		2,411
Selling, general and administrative	15,527		11,328
Change in the estimated fair value of contingent consideration	(1,410)		(3,272)
Impairment loss	5,115		15,542
Total operating expenses	31,136		37,569
Operating (loss) income	(13,017)		43,483
Other income (expenses):

Gain on bargain purchase	39,600		—
Interest expense, net	(2,091)		(3,621)
Loss on extinguishment of debt	—		(561)
Other income	482		131
Total other income (expenses), net	37,991		(4,051)
Income before income tax (benefit) expense	24,974		39,432
Income tax (benefit) expense	(12,980)		7,809
Net income	$	37,954	$	31,623
Net income per common share:
Basic	$	0.94	$	0.79
Diluted	$	0.94	$	0.78
Weighted-average number of common shares:
Basic	40,260		40,135
Diluted	40,260		40,337


	December 31,
	2020		2019
	(in thousands)
Assets
Current assets:
Cash and cash equivalents	$	11,725	$	2,639
Accounts receivable, net	69,720		58,925
Unbilled receivables	127		4,765
Inventories	19,136		21,415
Prepaid expenses and other current assets	11,378		4,433
Total current assets	112,086		92,177
Property, plant and equipment, net	274,676		230,461
Operating lease right-of-use assets	32,099		28,178
Intangible assets, net	8,253		9,046
Other assets	563		3,541
Total assets	$	427,677	$	363,403
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	3,268	$	3,961
Accrued expenses and other liabilities	13,142		8,578
Deferred revenue, current	6,875		7,654
Income taxes payable	—		542
Long-term debt, net, current	6,901		6,175
Operating lease liabilities, current	7,077		13,108
Total current liabilities	37,263		40,018
Deferred revenue, net	3,482		1,670
Long-term debt, net	22,445		28,240
Operating lease liabilities, long-term	27,020		15,469
Deferred tax liabilities, long-term, net	32,981		24,408
Asset retirement obligation	14,996		6,142
Contingent consideration	180		1,900
Other non-current liabilities	503		—
Total liabilities	138,870		117,847
Commitments and contingencies
Stockholders’ equity
Common stock	42		40
Treasury stock, at cost	(4,134)		(2,979)
Additional paid-in capital	171,209		165,223
Retained earnings	121,267		83,313
Accumulated other comprehensive income (loss)	423		(41)
Total stockholders’ equity	288,807		245,556
Total liabilities and stockholders’ equity	$	427,677	$	363,403


	Year Ended December 31,				Three Months Ended
	2020		2019		December 31, 2020
	(audited)		(audited)		(unaudited)
	(in thousands)
Operating activities:
Net income (loss)	$	37,954	$	31,623	$	(2,884)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and accretion of asset retirement obligation	22,130		26,425		6,038
Impairment loss	5,115		15,542		5,115
Amortization of intangible assets	793		1,394		197
Asset retirement obligation settlement	—		(2,753)		—
Loss (gain) on disposal of assets	237		(42)		(62)

Loss on extinguishment of debt	—		561		—


Amortization of deferred financing cost	105		212		26
Accretion of debt discount	185		649		47
Deferred income taxes	(2,573)		6,123		(2,811)
Stock-based compensation	3,831		2,909		922
Employee stock purchase plan compensation	34		41		5
Change in contingent consideration fair value	(1,410)		(3,272)		(390)
Gain on bargain purchase, net of cash acquired	(39,291)		—		289
Changes in assets and liabilities:
Accounts receivable	(10,719)		(41,063)		(3,690)
Unbilled receivables	4,638		3,058		9,129
Inventories	4,738		(1,021)		4,432
Prepaid expenses and other assets	(5,327)		1,879		(9,078)
Deferred revenue	1,032		5,229		(2,880)
Accounts payable	(370)		(4,680)		(165)
Accrued and other expenses	4,981		1,277		5,587
Income taxes payable	(542)		542		(6,510)
Net cash provided by operating activities	25,541		44,632		3,317
Investing activities:

Purchases of property, plant and equipment	(8,620)		(25,525)		(1,176)
Proceeds from disposal of assets	61		100		10
Net cash used in investing activities	(8,559)		(25,425)		(1,166)
Financing activities:

Proceeds from the issuance of notes payable	952		31,202		—
Repayments of notes payable	(4,802)		(2,808)		(1,275)
Payments under equipment financing obligations	(123)		(103)		(36)
Payment of deferred financing and debt issuance costs	(20)		(2,262)		—
Proceeds from revolving credit facility	6,000		52,750		—
Repayment of revolving credit facility	(8,500)		(94,750)		—
Payment of contingent consideration	(310)		(1,995)		—
Proceeds from equity issuance	62		71		—


Purchase of treasury stock	(1,155)		(140)		(109)
Net cash used in financing activities	(7,896)		(18,035)		(1,420)

Net increase in cash and cash equivalents	9,086		1,173		731
Cash and cash equivalents at beginning of period	2,639		1,466		10,994
Cash and cash equivalents at end of period	$	11,725	$	2,639	$	11,725


☐			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))


Josh Jayne			Lee Beckelman
Director of Finance, Assistant Treasurer			CFO
(281) 231-2660			(281) 231-2660
jjayne@smartsand.com			lbeckelman@smartsand.com