10-Q

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 June 30, 2017

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

SMART SAND, INC.

(Exact name of registrant as specified in its charter)

Delaware	45-2809926
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

24 Waterway Avenue, Suite 350

The Woodlands, Texas 77380

(Address of principal executive offices) (Zip Code)

(281) 231-2660

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ☐	Accelerated filer  ☐	Non-accelerated filer  ☒	Smaller reporting company  ☐	Emerging Growth Company ☒
		(do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes ☐No ☒

Number of shares of Common Stock outstanding, par value $0.001 per share, as of August 3, 2017: 40,372,683

TABLE OF CONTENTS

		PAGE
PART I	FINANCIAL INFORMATION
ITEM 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets June 30, 2017 (Unaudited) and December 31, 2016	1
	Condensed Consolidated Income Statements for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2017 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for Six Months Ended June 30, 2017 and 2016 (Unaudited)	4
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	5
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	29
ITEM 4.	Controls and Procedures	30
PART II	OTHER INFORMATION
ITEM 1.	Legal Proceedings	31
ITEM 1A.	Risk Factors	31
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
ITEM 3.	Defaults upon Senior Securities	31
ITEM 4.	Mine Safety Disclosures	31
ITEM 5.	Other Information	32
ITEM 6.	Exhibits	32
SIGNATURES		33
EXHIBIT INDEX		34

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

SMART SAND, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,
	2017			December 31,
	(unaudited)			2016
	(in thousands, except share amounts)
Assets
Current assets:
Cash and cash equivalents	$	63,357		$	46,563
Restricted cash		485			971
Accounts receivable		14,836			5,339
Unbilled receivables		128			404
Inventories		8,811			10,344
Prepaid expenses and other current assets		4,818			1,403
Total current assets		92,435			65,024
Inventories, long-term		-			3,155
Property, plant and equipment, net		111,077			104,096
Deferred financing costs, net		1,125			1,154
Other assets		23			23
Total assets	$	204,660		$	173,452
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	3,898		$	1,663
Accrued and other expenses		8,281			2,430
Deferred revenue		5			1,615
Income taxes payable		-			7,058
Current portion of equipment financing obligations		285			674
Current portion of notes payable		-			282
Total current liabilities		12,469			13,722
Equipment financing obligations, net of current portion		432			572
Notes payable, net of current portion		288			288
Deferred tax liabilities, long-term, net		19,202			15,044
Asset retirement obligation		1,425			1,384
Total liabilities		33,816			31,010
Commitments and contingencies (Note 20)
Stockholders’ equity
Common stock, $0.001 par value, 350,000,000 shares authorized; 40,453,735    issued and 40,372,683 outstanding at June 30, 2017; 38,884,068 issued and    38,816,474 outstanding at December 31, 2016		40			39
Treasury stock, at cost, 81,052 and 67,594 shares at June 30, 2017 and    December 31, 2016, respectively		(666	)		(539	)
Additional paid-in capital		157,807			132,879
Retained earnings		13,663			10,063
Total stockholders’ equity		170,844			142,442
Total liabilities and stockholders’ equity	$	204,660		$	173,452

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

SMART SAND, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(in thousands, except per share amounts)
Revenues	$	29,787		$	8,494		$	54,847		$	18,853
Cost of goods sold		21,407			6,532			41,063			11,869
Gross profit		8,380			1,962			13,784			6,984
Operating expenses:
Salaries, benefits and payroll taxes		2,167			1,111			3,864			2,295
Depreciation and amortization		120			52			229			181
Selling, general and administrative		2,283			1,051			4,317			1,926
Total operating expenses		4,570			2,214			8,410			4,402
Operating income (loss)		3,810			(252	)		5,374			2,582
Other income (expenses):
Preferred stock interest expense		-			(1,623	)		-			(3,123	)
Other interest expense, net		(115	)		(876	)		(226	)		(1,671	)
Other income		83			109			120			189
Total other income (expenses), net		(32	)		(2,390	)		(106	)		(4,605	)
Income (loss) before income tax (benefit) expense		3,778			(2,642	)		5,268			(2,023	)
Income tax (benefit) expense		1,154			(294	)		1,668			(56	)
Net income (loss)	$	2,624		$	(2,348	)	$	3,600		$	(1,967	)
Net income (loss) per common share:
Basic	$	0.07		$	(0.11	)	$	0.09		$	(0.09	)
Diluted	$	0.06		$	(0.11	)	$	0.09		$	(0.09	)
Weighted-average number of common shares:
Basic		40,347			22,145			40,024			22,169
Diluted		40,453			22,145			40,167			22,169

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

SMART SAND, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Common Stock					Treasury Stock					Additional				Total
	Outstanding Shares			Par Value		Shares		Amount			Paid-in Capital		Retained Earnings		Stockholders' Equity
	(in thousands, except share amounts)
Balance at December 31, 2016		38,816,474		$	39		67,594	$	(539	)	$	132,879	$	10,063	$	142,442
Vesting of restricted stock		69,667			-		-		-			-		-		-
Stock-based compensation		-			-		-					760		-		760
Proceeds from equity issuance, net of    transaction costs		1,500,000			1							24,168				24,169
Restricted stock buy back		(13,458	)				13,458		(127	)						(127	)
Net income		-			-		-		-			-		3,600		3,600
Balance at June 30, 2017		40,372,683		$	40		81,052	$	(666	)	$	157,807	$	13,663	$	170,844

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

SMART SAND, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2017			2016
	(in thousands)
Operating activities:
Net income (loss)	$	3,600		$	(1,967	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, depletion and accretion of asset retirement obligation		3,412			3,227
Loss (gain) on disposal of assets		157			(30	)
Loss on derivatives		-			5
Bad debt expense		-			119
Amortization of deferred financing cost		222			80
Accretion of debt discount		-			159
Deferred income taxes (benefit)		4,158			(3,568	)
Stock-based compensation, net		760			420
Non-cash interest expense on Series A preferred stock		-			3,123
Changes in assets and liabilities:
Accounts receivable		(9,497	)		3,309
Unbilled receivables		276			-
Inventories		4,688			408
Prepaid expenses and other assets		(3,415	)		667
Deferred revenue		(1,610	)		(904	)
Accounts payable		13			(240	)
Accrued and other expenses		4,959			(1,163	)
Income taxes payable		(7,058	)		2,425
Net cash provided by operating activities		665			6,070
Investing activities:
Purchases of property, plant and equipment		(7,729	)		(761	)
Proceeds from disposal of assets		14			71
Net cash used in investing activities		(7,715	)		(690	)
Financing activities:
Repayments of notes payable		(282	)		(938	)
Payments under equipment financing obligations		(208	)		(198	)
Payment of deferred financing costs		(193	)		1
Proceeds from equity issuance		26,251			-
Payment of equity transaction costs		(2,083	)		-
Repayment of revolving credit facility		-			(6,216	)
Cash dividend on Series A preferred stock		-			(2	)
Purchase of treasury stock		(127	)		(55	)
Net cash provided by (used) in financing activities		23,358			(7,408	)
Net increase (decrease) in cash, cash equivalents and restricted cash		16,308			(2,028	)
Cash and cash equivalents and restricted cash at beginning of year		47,534			3,896
Cash and cash equivalents and restricted cash at end of year	$	63,842		$	1,868
Supplemental disclosure of cash flow information
Cash paid for interest	$	94		$	1,772
Cash paid for taxes	$	7,596		$	76
Non-cash financing activities:
Capitalized expenditures in accounts payable and accrued expenses	$	3,006		$	987

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

1. Organization and Nature of Business

Smart Sand, Inc. and its subsidiaries (collectively, the “Company”) are headquartered in The Woodlands, Texas. Smart Sand, Inc. was incorporated in July 2011.The Company is engaged in the excavation, processing and sale of industrial sand, or proppant, for use in hydraulic fracturing operations for the oil and gas industry. The Company completed construction of the first phase of its primary facility in Oakdale, Wisconsin and commenced operations in July 2012, subsequently expanded its operations in 2014 and 2015 and is currently expanding its operations from 3.3 million of annual processing capacity to 5.5 million tons of annual processing capacity. This expansion is anticipated to be completed early in 2018.

2. Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements (“interim statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), issued by the SEC. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. The consolidated balance sheet as of December 31, 2016 was derived from the audited consolidated financial statements as of and for the year ended December 31, 2016. These interim statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2016.

On November 9, 2016, in connection with its Initial Public Offering (“IPO”), the Company’s Second Amended and Restated Certificate of Incorporation became effective to provide for a stock split of all issued and outstanding shares of common stock at a ratio of 2,200 for 1 (the “Stock Split”) and increased the authorized number of shares of common stock to 350,000 shares. Owners of fractional shares outstanding after the Stock Split were paid cash for such fractional interests. The effective date of the Stock Split was November 9, 2016. All common stock share amounts disclosed in this Form 10-Q reflect the Stock Split.

3. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include, but are not limited to, the sand reserves and its impact on calculating the depletion expense under the units-of-production method; the depreciation associated with property and equipment, impairment considerations of those assets; estimated cost of future asset retirement obligations; stock-based compensation; recoverability of deferred tax assets; inventory reserve; collectability of receivables and certain liabilities. Actual results could differ from management’s best estimates as additional information or actual results become available in the future, and those differences could be material.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price charged is fixed or determinable, collectability is reasonably assured, and the risk of loss is transferred to the customer. The Company’s sales are generally free carrier (“FCA”), payment made at the origination point at the Company’s facility, title passes as the product is loaded into rail cars hired by the customer, and revenue is recognized when title transfers at the Company’s facility. Certain spot-rate customers have shipping terms of FCA, payment made at the destination; the Company recognizes this revenue when the sand is received at the destination.

The Company derives its revenue by mining and processing sand that its customers purchase. Its revenues are primarily a function of the price per ton realized and the volumes sold. In some instances, the Company’s revenues also include transportation costs it charges its customers, a monthly charge to reserve sand capacity and shortfall payments due from customers for minimum volume commitments. The Company’s transportation revenue fluctuates based on a number of factors, including the volume of product it transports and the distance between its plant and customers. The Company’s reservation and shortfall revenues are based on negotiated contract terms and are recognized when rights of use are expired.

5

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

The Company sells a limited amount of its products under short term price agreements or at prevailing market rates. The majority of the Company’s revenues are realized through take-or-pay supply agreements with five customers. The expiration dates of these contracts range from 2019 through 2020. These agreements define, among other commitments, the volume of product that its customers must purchase, the volume of product that the Company must provide, and the price that the Company will charge and that its customers will pay for each ton of contracted product. Prices under these agreements are generally indexed to the Average Cushing Oklahoma WTI Spot Prices and contain provisions allowing for adjustments including: (i) annual percentage price increases; or (ii) market factor increases, including a natural gas surcharge and a propane surcharge which are applied if the Average Natural Gas Price or the Average Quarterly Mont Belvieu TX Propane Spot Price, respectively, as listed by the U.S. Energy Information Administration, are above the benchmark set in the contract for the preceding calendar quarter. As a result, the Company’s realized prices may not grow at rates consistent with broader industry pricing. For example, during periods of rapid price growth, its realized prices may grow more slowly than those of competitors, and during periods of price decline, its realized prices may outperform industry averages. With respect to the take-or-pay arrangements, if the customer is not allowed to make up deficiencies, the Company recognizes revenues of the minimum contracted quantity and minimum contract price, assuming payment has been received or is reasonably assured. If deficiencies can be made up, amounts billed and collected in excess of actual sales are recognized as deferred revenues until production is actually taken by the customer or the right to make up deficiencies expires. These agreements generally provide that, if the Company is unable to deliver the contracted minimum volumes, the customer has the right to purchase replacement product from alternative sources, provided that the inability to supply is not the result of an excusable delay, as defined in these agreements. In the event that the price of the replacement product exceeds the contract price and the inability to supply the contracted minimum volume is not the result of an excusable delay, the Company is responsible for the difference.

The Company also recognizes revenue on the rental of its leased rail car fleet to customers either under long-term contracts or on an as-used basis. For the three months ended June 30, 2017 and 2016, the Company recognized $1,900 and $1,389, respectively, of rail car revenue. For the six months ended June 30, 2017 and 2016, the Company recognized $3,583 and $2,942, respectively, of rail car revenue.

For the three months ended June 30, 2017 and 2016, the Company recognized $74 and $0, respectively, of revenue for shortfall payments relating to minimum commitments under take-or-pay contracts. For the six months ended June 30, 2017 and 2016, the Company recognized $74 and $2,997, respectively, of revenue for shortfall payments relating to minimum commitments under take-or-pay contracts.  

For the three months ended June 30, 2017 and 2016, the Company recognized $7,500 and $2,772, respectively, of monthly reservation charges required under certain customer contracts.  For the six months ended June 30, 2017 and 2016, the Company recognized $15,000 and $5,541, respectively, of monthly reservation charges required under certain customer contracts.

Revenue generated from transportation was $11,018 and $121, respectively, for the three months ended June 30, 2017 and 2016. Revenue generated from transportation was $17,622 and $121, respectively, for the six months ended June 30, 2017 and 2016.

At June 30, 2017 and December 31, 2016, the Company determined that no amounts related to minimum commitments under customer contracts were due or payable to the Company.

Accounts Receivable and Unbilled Receivables

Accounts receivable represents customer transactions that have been invoiced as of the balance sheet date; unbilled receivables represent customer transactions that have not yet been invoiced as of the balance sheet date. Accounts receivable are due within 30, or in accordance with terms agreed upon with customers, and are stated at amounts due from customers net of any allowance for doubtful accounts. The Company considers accounts outstanding longer than the payment terms are past due. The Company determines the allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, the customer’s current ability to pay its obligation, and the condition of the general economy and the industry as a whole. Accounts receivables are written off when they are deemed uncollectible, and payments subsequently received on such receivables are credited to bad debt expense. As of June 30, 2017 and December 31, 2016, the Company determined no allowance for doubtful accounts were necessary.

6

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

Deferred Revenue

The Company receives advance payments from certain customers in order to secure and procure a reliable provision and delivery of product. The Company classifies such advances as current or noncurrent liabilities depending upon the anticipated timing of delivery of the supplied product. Revenue is recognized upon the delivery of the product.

The Company may receive an advance payment from a customer, based on the terms of the customer’s long-term contract, for a certain volume of product to be delivered. Revenue is recognized as product is delivered and the deferred revenue is reduced. The deferred revenue balance at June 30, 2017 and December 31, 2016 was $5 and $1,615, respectively, and classified as a current liability in the accompanying condensed consolidated balance sheets.

Transportation

Transportation costs are classified as cost of goods sold. Transportation costs consist of railway transportation and transload costs to deliver products to customers. Cost of sales generated from shipping was $10,852 and $157 for three months ended June 30, 2017 and 2016, respectively. Cost of sales generated from shipping was $18,154 and $157 for the six months ended June 30, 2017 and 2016, respectively.

Inventories

The Company’s sand inventory consists of raw material (sand that has been excavated but not processed), work-in-progress (sand that has undergone some but not all processing) and finished goods (sand that has been completely processed and is ready for sale). The spare parts inventory consists of critical spare parts.

Sand inventory is stated at the lower of cost or net realizable value using the average cost method. For the three and six months ended June 30, 2017 and 2016, the Company had no write-down of inventory as a result of any lower of cost or net realizable value assessment. Costs applied to the inventory include direct excavation costs, processing costs, overhead allocation, depreciation and depletion. Stockpile tonnages are calculated by measuring the number of tons added and removed from the stockpile. Costs are calculated on a per ton basis and are applied to the stockpiles based on the number of tons in the stockpile. The Company performs quarterly physical inventory measurements to verify the quantity of inventory on hand. Due to variation in sand density and moisture content and production processes utilized to manufacture the Company’s products, physical inventories will not necessarily detect all variances. To mitigate this risk, the Company recognizes a yield adjustment on its inventories.

Spare parts inventory is accounted for on a first-in, first-out basis at the lower of cost or net realizable value.

Deferred Financing Charges

Direct costs incurred in connection with the revolving credit facility have been capitalized and are being amortized using the straight-line method, which approximates the effective interest method, over the life of the debt. Fees attributable to the lender and third parties are presented as components of deferred financing costs since there is no outstanding balance on the revolving credit facility as of June 30, 2017 and December 31, 2016.

Amortization expense of the deferred financing charges of $117 and $43 is included in interest expense for each of the three months ended June 30, 2017 and 2016, respectively. Amortization expense of the deferred financing charges of $222 and $80 is included in interest expense for each of the six months ended June 30, 2017 and 2016, respectively.

Accretion of debt discount costs of $0 and $85 is included in interest expense for the three months ended June 30, 2017 and 2016, respectively. Accretion of debt discount costs of $0 and $159 is included in interest expense for the six months ended June 30, 2017 and 2016, respectively.

7

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

Financial Instruments

The carrying value of the Company’s financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximates their fair value due to the short maturity of such instruments. Financial instruments also consist of debt for which fair value approximates carrying values as the debt bears interest at a variable rate which is reflective of current rates otherwise available to the Company. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Costs related to researching, surveying, drilling, and related activities are recorded at cost and capitalized once a determination has been made that the Company’s property has proven and probable reserves. Capitalized mining costs are depleted using the units-of-production method. Construction in progress is primarily comprised of machinery and equipment which has not been placed in service and is not depreciated until the related assets or improvements are ready to be placed in service. Depreciation is calculated using the straight-line method over the estimated useful lives of the property, plant and equipment, which are:

	Years
Land improvements	10
Plant and buildings	5-15
Real estate properties	10-40
Rail spur	30
Vehicles	3-5
Machinery, equipment and tooling	3-15
Furniture and fixtures	3-10
Deferred mining costs	3

Expenditures for maintenance and repairs are charged against income as incurred; betterments that increase the value or materially extend the life of the related assets are capitalized. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is recognized in the consolidated income statements.

Fair Value Measurements

The Company’s financial assets and liabilities are to be measured using inputs from the three levels of the fair value hierarchy, of which the first two are considered observable and the last unobservable, which are as follows:

• Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

• Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs corroborated by observable market data for substantially the full term of the assets or liabilities; and

• Level 3—Unobservable inputs that reflect the Company’s assumptions that market participants would use in pricing assets or liabilities based on the best information available.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with the provisions of Accounting Standards Codification (“ASC”) - 718, Compensation—Stock Compensation (“ASC 718”), which requires the recognition of expense related to the fair value of stock-based compensation awards in the Income Statements.

8

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

For restricted stock issued to employees and members of the board of directors of the Company (the “Board”) for their services on the Board, the Company estimates the grant date fair value of each share of restricted stock at issuance. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of restricted stock on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are accounted for when incurred. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the straight-line recognition method when it is probable that the performance condition will be achieved. For awards subject to the Company’s performance as compared to a defined peer group, the Company recognizes stock-based compensation expense over the requisite service period; grant date fair value is determined using a Monte Carlo simulation. Share-based payments issued to persons other than employees and members of the Board are recorded at their fair values and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity.

Prior to the Company’s initial public offering, the grant date fair value was calculated based on a weighted analysis of (i) publicly traded companies in a similar line of business to the Company (market comparable method)—Level 2 inputs, and (ii) discounted cash flows of the Company—Level 3 inputs. Once the Company’s shares became publicly traded on November 4, 2016, the Company began to use the actual market price of its shares as the grant date fair value for restricted stock awards issued to employees and members of the Board.

Income Taxes

The Company applies the provisions of ASC Topic 740, Income Taxes (“ASC 740”), which principally utilizes a balance sheet approach to provide for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of net operating loss carryforwards and temporary differences between the carrying amounts and the tax bases of assets and liabilities.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The impact of an uncertain income tax position on the income tax returns must be recognized at the largest amount that is more-likely-than-not to be required to be recognized upon audit by the relevant taxing authority. This standard also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition issues with respect to tax positions. The Company includes interest and penalties as a component of income tax expense in the consolidated statement of operations. For the periods presented, no interest and penalties were recorded.

Environmental Matters

The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. Management has established procedures for the ongoing evaluation of the Company’s operations, to identify potential environmental exposures and to comply with regulatory policies and procedures. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and do not contribute to current or future revenue generation are expensed as incurred. Liabilities are recorded when environmental costs are probable, and the costs can be reasonably estimated. The Company maintains insurance which may cover in whole or in part certain environmental expenditures. As of June 30, 2017 and December 31, 2016, there were no probable environmental matters.

Comprehensive Income

Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income was equal to net income for all periods presented.

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment. All long-lived assets of the Company reside in the United States.

9

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

Basic and Diluted Net Income (Loss) Per Share of Common Stock

Basic net income (loss) per share of common stock is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of Series A Preferred Stock, warrants to purchase common stock and restricted stock. Diluted net income (loss) per share of common stock is computed by dividing the net income (loss) attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of Series A Preferred Stock and warrants to purchase common stock, and restricted stock outstanding during the period calculated in accordance with the treasury stock method, although these shares, restricted stock and warrants are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during the periods of net loss, there was no difference between basic and dilute net loss per share of common stock for the three and six months ended June 30, 2016. During the fourth quarter of 2016, the Series A Preferred Stock was fully redeemed and the warrants to purchase common stock were fully exercised. Therefore, for the three and six months ended June 30, 2017, these items have no impact on diluted weighted-average common stock. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic net income (loss) per share to the weighted average common shares outstanding used in the calculation of diluted net income (loss) per share:

	Three Months Ended		Six Months Ended
	June 30, 2017		June 30, 2017
Determination of Shares
Weighted average common shares outstanding		40,347		40,024
Assumed conversion of restricted stock		106		143
Diluted weighted average common stock outstanding		40,453		40,167

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The guidance is effective for the Company beginning after December 15, 2017, although early adoption is permitted. The Company is currently evaluating the effects of ASU 2016-15 on its consolidated financial statements.

In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). The amendments in ASU 2016-12 provide clarifying guidance in certain narrow areas and add some practical expedients. Specifically, the amendments in this update (1) clarify the objective of the collectability criterion in step 1, and provides additional clarification for when to recognize revenue for a contract that fails step 1, (2) permit an entity, as an accounting policy election, to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price (3) specify that the measurement date for noncash consideration is contract inception, and clarifies that the variable consideration guidance applies only to variability resulting from reasons other than the form of the consideration, (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations, (5) clarifies that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application. Further, accounting for elements of a contract that do not affect revenue under legacy GAAP are irrelevant to the assessment of whether a contract is complete. In addition, the amendments permit an entity to apply the modified retrospective transition method either to all contracts or only to contracts that are not completed contracts, and (6) clarifies that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. However, an entity is still required to disclose the effect of the changes on any prior periods retrospectively adjusted. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. Although the Company is still in the process of assessing the impact of the adoption of ASU 2016-12, it does not currently anticipate a material impact on its financial statements.

10

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

In May 2016, the FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)” (“ASU 2016-11”): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. Although the Company is still in the process of assessing the impact of the adoption of ASU 2016-11, it does not currently anticipate a material impact on its financial statements.

In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. Although the Company is still in the process of assessing the impact of the adoption of ASU 2016-10, it does not currently anticipate a material impact on its financial statements.

In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Stock Compensation (ASC 718) – Improvements to Employee Share-Based Payment Accounting”, which is intended to simplify the tax accounting impacts of stock compensation. Additionally, the new standard provides accounting policy elections regarding vesting and forfeiture accounting. The new standard is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company elected to early adopt this standard in its December 31, 2016 consolidated financial statements. The Company accounts for forfeitures when they occur.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (ASC 842)” (“ASU 2016-02”), which replaces the existing guidance in ASC 840, “Leases.” ASC 842 requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right of use assets. The new lease standard does not substantially change lessor accounting. The new standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 for public companies. Early adoption is only permitted as of annual reporting periods beginning after December 15, 2016. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its consolidated financial statements nor decided upon the method of adoption. Although the Company is still in the process of assessing the impact of the adoption of ASU 2014-09, it does not currently anticipate a material impact on its financial statements.

4. Cash, Cash Equivalents and Restricted Cash

Cash

The Company considers all highly liquid money market instruments to be cash equivalents.Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits of $250 at each financial institution. The Company has not experienced any losses related to these balances.

11

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

Restricted Cash

Restricted cash represents cash held as collateral relating to an outstanding short-term bond assuring performance under an agreement with a pipeline common carrier.

5. Inventories

Inventories consisted of the following: 

	June 30, 2017		December 31, 2016
Raw material	$	359	$	229
Work in progress		7,812		12,758
Finished goods		585		451
Spare parts		55		61
Total inventory		8,811		13,499
Less: current portion		8,811		10,344
Total inventory, net of current portion	$	-	$	3,155

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets were comprised of the following:

	June 30, 2017		December 31, 2016
Prepaid insurance	$	338	$	514
Prepaid expenses		1,001		861
Prepaid income taxes		2,986		-
Other receivables		493		28
Total prepaid expenses and other current assets	$	4,818	$	1,403

7. Property, Plant and Equipment, net

Net property, plant and equipment consisted of:

	June 30, 2017		December 31, 2016
Machinery, equipment and tooling	$	4,995	$	4,841
Vehicles		1,329		953
Furniture and fixtures		312		305
Plant and building		64,439		64,390
Real estate properties		3,607		3,503
Railroad and sidings		7,939		7,927
Land and improvements		13,338		13,317
Asset retirement obligation		1,324		1,324
Mineral properties		9,785		9,785
Deferred mining costs		417		417
Construction in progress		26,057		16,715
		133,542		123,477
Less: accumulated depreciation and depletion		22,465		19,381
Total property, plant and equipment, net	$	111,077	$	104,096

Depreciation expense was $1,688 and $1,569 for the three months and $3,350 and $3,172 for the six months ended June 30, 2017 and 2016, respectively. Depletion expense was $5 and $5 for the three months and $10 and $1 for the six months ended June 30, 2017 and 2016, respectively.

12

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

The Company capitalized no interest expense associated with the construction of new plant and equipment for the three months ended June 30, 2017 and 2016. The Company capitalized $0 and $139 for the six months ended June 30, 2017 and 2016, respectively, of interest expense associated with the construction of new plant and equipment.

8. Accrued and Other Expenses

Accrued and other expenses were comprised of the following:

	June 30, 2017		December 31, 2016
Employee related expenses	$	1,445	$	955
Accrued construction		774		19
Accrued legal expenses		18		22
Accrued professional fees		991		350
Accrued freight and delivery charges		3,802		383
Accrued revolving credit facility interest		43		-
Derivative liability		-		-
Other accrued liabilities		1,208		701
Total accrued liabilities	$	8,281	$	2,430

From time to time, the Company enters into fixed-price purchase obligations to purchase propane or natural gas (which are used in its production operations). The contracts specify the quantity of propane or natural gas to be delivered over a specified period of time and at a specified fixed price. The Company has historically concluded that these obligations are precluded from recognition in its consolidated financial statements in accordance with the normal sales and normal purchases exclusion as provided in ASC 815 “Derivatives and Hedging”. However, as the Company did not take physical delivery under a fixed-price propane agreement entered into during 2015, the Company accounted for this agreement under derivative accounting. As of December 31, 2015, the liability for this agreement was marked to market and was settled in February 2016 for $460. The settlement is presented as part of the change in accrued and other expenses in operating activities on the condensed consolidated statement of cash flows.

9. Credit Facilities

Below is a description of the Company’s former and existing revolving credit facilities and other financing arrangements.

Former Revolving Credit Agreement

On March 28, 2014, the Company entered into a $72.5 million revolving credit and security agreement (“Credit Agreement”) with PNC Bank, National Association, as administrative agent and collateral agent. The revolving credit facility under the Credit Agreement had a maturity date of March 28, 2019. On November 9, 2016, the former revolving credit facility was paid in full and terminated using a portion of the proceeds from the IPO.  

As of June 30, 2017 and December 31, 2016, $0 and $80, respectively, of interest expense were capitalized into property, plant and equipment in the consolidated balance sheets.

Existing Revolving Credit Facility

On December 8, 2016, the Company entered into a $45 million three-year senior secured Revolving Credit Facility (the “Facility”) with Jefferies Finance LLC as administrative and collateral agent. Substantially all of the assets of the Company are pledged as collateral under the Facility. The Facility expires on December 8, 2019.

The Facility contains various reporting requirements, negative covenants, restrictive provisions and requires maintenance of financial covenants, including a fixed charge coverage ratio and a leverage ratio (each as defined in the New Credit Agreement). As of June 30, 2017, no amounts were outstanding under the Facility and the Company was in compliance with all covenants.

13

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

10. Equipment Lease Obligations

The Company entered into various lease arrangements to lease equipment. The equipment with a cost of $1,484 and $2,853 has been capitalized and included in the Company’s property, plant and equipment as of June 30, 2017 and December 31, 2016, respectively. Depreciation expense under lease assets was approximately $73 for each of the three months and $146 for each of the six months ended June 30, 2017 and 2016, respectively.

Future minimum lease payments for equipment lease obligations as of June 30, 2017 are as follows:

	Amount
2018	$	315
2019		435
Total minimum lease payments		750
Amount representing interest at 0% - 4.95%		(33	)
Present value of payments		717
Less: current portion		(285	)
Total equipment financing obligations, net of current portion	$	432

11. Notes Payable

The Company financed certain land purchases by entering into various debt agreements. The interest rate on these notes is 4.00%. Aggregate maturities of notes payable as of June 30, 2017 are as follows:

	Amount
2018	$	-
2019		288
Total		288
Less: current portion		-
Total notes payable, net current portion	$	288

12. Asset Retirement Obligation

The Company had a post-closure reclamation and site restoration obligation of $1,425 as of June 30, 2017. The following is a reconciliation of the total reclamation liability for asset retirement obligations:

Balance at December 31, 2016	$	1,384
Additions to liabilities		-
Accretion expenses		41
Balance at June 30, 2017	$	1,425

13. Mandatorily Redeemable Series A Preferred Stock

On September 13, 2011, the Company entered into a financing agreement with an investor (the “Series A Investor”). The agreement provided for the sale of Series A Preferred Stock (“Series A Preferred Stock”) to the Series A Investor in multiple tranches. As part of this agreement, the Series A Investor received 22 shares of Series A Preferred Stock with an issuance price of $1,000 per share as well as 14,300 shares of common stock in exchange for gross proceeds of $22,000 in September 2011. The second tranche of 26 shares of Series A Preferred Stock was issued in January 2012, in exchange for gross proceeds of $26,000.

Dividends accrued and accumulated on the Series A Preferred Stock, whether or not earned or declared, at the rate of 15% per annum and compound quarterly on April 1, July 1, October 1 and January 1. Dividends were paid in-kind with additional Series A Preferred Stock; fractional share portions of calculated dividends were paid in cash. In-kind dividends were accounted for as interest expense and were accrued as part of the long-term liability in the consolidated balance sheets. The Company issued $0 and $2,714 Series A Preferred Stock for dividends in the six months ended June 30, 2017 and 2016, respectively. For the three months ended June 30, 2017 and 2016, the Company incurred $0 and $1,623 of interest expense related to the Preferred Shares, respectively. For the

14

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

six months ended June 30, 2017 and 2016, the Company incurred $0 and $3,182 of interest expense related to the Series A Preferred Stock, respectively.  Of this expense, $0 and $59 were capitalized into property, plant and equipment in the consolidated balance sheets as of June 30, 2017 and December 31, 2016, respectively.

On November 9, 2016, the Series A Preferred Stock was fully redeemed at a total redemption value of $40,329 using a portion of the proceeds from the IPO.

14. Common Stock

As disclosed in Note 2 – Basis of Presentation, on November 9, 2016, the Second Amended and Restated Certificate of Incorporation of the Company became effective and, among other things:

• provided for a 2,200 for 1 stock split;

• increased the authorized number of shares of common stock to 350,000  shares;

• authorized 10,000 shares of undesignated preferred stock that may be used from time to time by the Company’s board of directors in one or more series.

On November 9, 2016, the Company consummated the IPO of 11,700 shares of common stock at a price of $11.00 per share, generating net proceeds of $121.0 million after underwriting discounts and expenses. The Company used a portion of the net proceeds from the IPO to redeem all of its outstanding Series A Preferred Stock and to repay the outstanding indebtedness under its former revolving credit facility. On November 23, 2016, the underwriters exercised in full their option to purchase additional shares of common stock from the Company and the Selling Shareholders. On November 29, 2016, the Company consummated the sale of 878 shares of common stock to the underwriters pursuant to the underwriters’ exercise of their over-allotment option at a price of $11.00 per share, generating proceeds of $9.7 million before underwriting discounts and expenses. The Company received no proceeds from the sale of common stock to the underwriters by the Selling Stockholders. The Company intends to use the net proceeds of the IPO for general corporate purposes.

On February 1, 2017, the Company entered into an Underwriting Agreement providing for the offer and sale of 1,500 shares of common stock at a price of $17.50 per share, generating net proceeds to the Company of approximately $24.2 million after underwriting discounts and expenses. The Company intends to use the net proceeds from this offering for current capital projects and general corporate services. The offering closed on February 7, 2017. Additionally, the Selling Shareholders sold 4,450 shares of common stock at a price of $17.50 per share. The Company received no proceeds from the sale of common stock by the Selling Shareholders. The Selling Shareholders granted the underwriters an option for a period of 30 days to purchase up to an additional 893 shares of common stock. On February 10, 2017, the underwriters exercised in full their option to purchase additional shares of common stock from the Selling Shareholders. The Company received no proceeds from the sale of common stock to the underwriters by the Selling Shareholders.

15. Warrants

Contemporaneous with the financing transaction in 2011 described in Note 13, the Company issued certain management stockholders warrants to purchase 3,999 shares of common stock for a purchase price of $0.0045 per share. The warrants were exercisable upon the achievement of certain triggering events, as defined in the warrant agreements. On December 2, 2016, a triggering event, as defined in the warrant agreement, had been achieved and all warrants were fully exercised.

16. Stock-Based Compensation

In May 2012, the Board approved the 2012 Equity Incentive Plan (“2012 Plan”), which provides for the issuance of Awards (as defined in the 2012 Plan) of up to a maximum of 440 shares of the Company’s common stock to employees, non-employee members of the Board, and consultants of the Company. During 2014, the 2012 Plan was amended to provide for the issuance of Awards of up to 880 shares of the Company’s common stock. The awards can be issued in the form of incentive stock options, non-qualified stock options or restricted stock, and have expiration dates of 5 or 10 years after issuance, depending on whether the recipient already holds above 10% of the voting power of all classes of the Company’s shares. The exercise price will be based on the fair market value of the share on the date of issuance; vesting periods will be determined by the board upon issuance of the Award. Subsequent to the Company’s initial public offering, no additional Awards were made under the 2012 Plan.

15

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

In November 2016, in connection with its initial public offering, the Company adopted the 2016 Omnibus Incentive Plan (“2016 Plan”) which provides for the issuance of Awards (as defined in the 2016 Plan) of up to a maximum of 3,911 shares of the Company’s common stock to employees, non-employee members of the board and consultants of the Company. Together the 2012 Plan and the 2016 Plan are referenced to as the Plans.

During the six months ended June 30, 2017 and 2016, 336 and 73 shares of restricted stock were issued under the Plans, respectively. The grant date fair value per share of all the outstanding restricted stock was $3.03 - $19.00. The shares vest over one to five years from their respective grant dates. For Awards issued under the 2016 Plan, the grant date fair value was the either the actual market price of the Company’s shares or an adjusted price using a Monte Carlo simulation for awards subject to the Company’s performance as compared to a defined peer group. For Awards issued under the 2012 Plan, the grant date fair value was calculated based on a weighted analysis of (i) publicly-traded companies in a similar line of business to the Company (market comparable method)—Level 2 inputs, and (ii) discounted cash flows of the Company—Level 3 inputs. The Company recognized, in operating expenses on the consolidated income statements, $585 and $231 of compensation expense for the restricted stock during the three months ended June 30, 2017 and 2016, respectively. The Company recognized, in operating expenses on the consolidated income statements, $760 and $420 of compensation expense for the restricted stock during the six months ended June 30, 2017 and 2016, respectively. At June 30, 2017, the Company had unrecognized compensation expense of $5,369 related to granted but unvested stock awards. That expense is to be recognized as follows:  

2018	$	2,240
2019		1,617
2020		1,023
2021		489
	$	5,369

The following table summarizes restricted stock activity under the Plans from December 31, 2016 through June 30, 2017:

	Number of Shares			Weighted Average
Unvested, December 31, 2016		273		$	7.35
Granted		336			14.96
Vested		(70	)		(8.00	)
Forfeiture		-			-
Unvested June 30, 2017		539		$	13.27

17. Income Taxes

The Company calculates its interim income tax provision in accordance with ASC 740. At the end of each interim period, the Company makes an estimate of the annual expected effective tax rate and applies that rate to its ordinary year to date earnings or loss. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the interim period in which the change occurs.

For the three months ended June 30, 2017 and 2016, the Company’s statutory rate was 35.0%; the effective tax rate was approximately 30.5% and 11.1%, respectively, based on the statutory federal rate net of discrete federal and state taxes. The computation of the effective tax rate includes modifications from the statutory rate such as share-based compensation, domestic manufacturing deduction, and state income tax credits among others. The difference in the effective tax rate was primarily non-deductible interest expense incurred during the three months ended June 30, 2016.

For the six months ended June 30, 2017 and 2016, the Company’s statutory rate was 35.0%; the effective tax rate was approximately 31.7% and 2.8%, respectively, based on the statutory federal rate net of discrete federal and state taxes.

The Company has evaluated its tax provisions taken as of June 30, 2017 and December 31, 2016 and believes all positions taken would be upheld under examination from income taxing authorities. Therefore, no liability for the effects of uncertain tax provisions has been recorded in the accompanying consolidated balance sheets as of June 30, 2017 and December 31, 2016. The Company is open to examination by taxing authorities since incorporation.

16

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

18. Concentrations

As of June 30, 2017, five customers accounted for 91% of the Company’s total accounts receivable. As of December 31, 2016,   three customers accounted for 93% of the Company’s total accounts receivable.

During the three months ended June 30, 2017, 79% of the Company’s revenues were earned from four customers. During the three months ended June 30, 2016, 96% of the Company’s revenues were earned from four customers. During the six months ended June 30, 2017, 76% of the Company’s revenues were earned from four customers. During the six months ended June 30, 2016, 88% of the Company’s revenues were earned from three customers.

As of June 30, 2017, five vendors accounted for 85% of the Company’s accounts payable. As of December 31, 2016, one vendor accounted for 35% of the Company’s accounts payable.

During the three months ended June 30, 2017, two suppliers accounted for 90% of the company’s cost of goods sold. During the three months ended June 30, 2016, one supplier accounted for 20% of the Company’s cost of goods sold. During the six months ended June 30, 2017, two suppliers accounted for 62% of the company’s cost of goods sold. During the six months ended June 30, 2016, two suppliers accounted for 39% of the Company’s cost of goods sold.

The Company’s inventory and operations are located in Wisconsin. There is a risk of loss if there are significant environmental, legal or economic changes to this geographic area. The Company currently primarily utilizes one third-party rail company to ship its products to customers from its plant. There is a risk of business loss if there are significant impacts to this third party’s operations.

19. Related Party Transactions

In January 2016, the Company provided a one-year, 0% loan to its Chief Executive Officer in the amount of $61.  This loan was fully forgiven and included as compensation in September 2016.

For the three months ended June 30, 2017 and 2016, the Company reimbursed the Series A Investor $39 and $7, respectively, and $39 and $7 for the six months ended June 30, 2017 and 2016, respectively, for certain out of pocket and other expenses in connection with certain management and administrative support services provided.

20. Commitments and Contingencies

Leases

The Company is obligated under certain operating leases and rental agreements for rail cars, office space, and other equipment. Future minimum annual commitments under such operating leases at June 30, 2017 are as follows:

2018	$	10,282
2019		9,455
2020		5,996
2021		3,691
2022		1,142
Thereafter		263

Expense related to operating leases and rental agreements was $2,092 and $1,632 for three months ended June 30, 2017 and 2016. Expense related to operating leases and rental agreements was $4,068 and $3,437 for the six months ended June 30, 2017 and 2016.

Lease expense related to rail cars are included in cost of goods sold in the consolidated income statements.

Litigation

The Company is periodically involved in litigation and claims incidental to its operation. Management believes that any pending litigation will not have a material impact the Company’s financial position.

17

SMART SAND, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

Consulting Agreements

August 10, 2010, the Company entered into a consulting agreement related to the purchase of land with a third party. The third party acted as an agent for the Company to obtain options to purchase certain identified real property in Wisconsin, as well as obtain permits and approvals necessary to open, construct and operate a sand mining and processing facility on such real property. The third party’s compensation, which continues indefinitely, consists of reimbursement of certain expenses and $1 per each acre purchased as a closing fee. For the three and six months ended June 30, 2017 and 2016, the Company incurred $10 and $16 of expense reimbursements and $3 and $0 of closing costs, respectively.

These costs have been capitalized in property and equipment in the accompanying consolidated balance sheets when they relate to the acquisition of land.

In addition to the aforementioned fees, the third-party agreement provides for tonnage fees based upon mining operations. The payment of $0.50 per sold ton of certain grades of sand that have been mined and sold from the properties acquired under the consulting agreement continues indefinitely. The minimum annual tonnage fee is $200 per contract year, which runs from August 1 to July 31. During the three months ended June 30, 2017 and 2016, the Company incurred $113 and $53 related to tonnage fees, respectively. During the six months ended June 30, 2017 and 2016, the Company incurred $229 and $98 related to tonnage fees, respectively.

Bonds

The Company entered into a performance bond with Jackson County, Wisconsin and Monroe County, Wisconsin for $4,400 and $900, respectively. The Company provided this performance bond to assure performance under the reclamation plan filed with each respective county. The Company entered into permit bonds amounting to $1,350 with certain towns and counties in which it operates to use designated town and county roadways.The Company provided these permit bonds to assure maintenance and restoration of the roadways. The Company has an outstanding $1,943 bond to assure performance under its agreement with a pipeline common carrier. As of June 30, 2017 and December 31, 2016, $485 and $971, respectively, of cash is being held as collateral related to the bond and is presented as restricted cash on the consolidated balance sheet.  

21. Subsequent Events

The Company has evaluated events and transactions subsequent to the balance sheet date and through the date the financial statements were available to be issued. Based on this evaluation, the Company is not aware of any events or transactions that occurred subsequent to June 30, 2017 that would require recognition or disclosures in these financial statements.

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ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related information contained herein and our audited financial statements as of December 31, 2016. This discussion contains forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed herein and in the section entitled “Risk Factors” in our Form 10-K. We use Adjusted EBITDA and production costs herein as a non-GAAP measure of our financial performance. See further discussion of Adjusted EBITDA and production costs at Item 2 – Management’s Discussion and Analysis.  We define various terms to simplify the presentation of information in this Report.  References to “we,” “us,” “our” or the “Company” are to Smart Sand, Inc. and its consolidated subsidiaries. All share amounts are presented in thousands.

Overview

We are a pure-play, low-cost producer of high quality Northern White raw frac sand, which is a preferred proppant used to enhance hydrocarbon recovery rates in the hydraulic fracturing of oil and natural gas wells. We sell our products primarily to oil and natural gas exploration and production companies and oilfield service companies under a combination of long-term take-or-pay contracts and spot sales in the open market. We believe that the size and favorable geologic characteristics of our sand reserves, the strategic location and logistical advantages of our facilities and the industry experience of our senior management team have positioned us as a highly attractive source of raw frac sand to the oil and natural gas industry.

We own and operate a raw frac sand mine and related processing facility near Oakdale, Wisconsin, at which we have approximately 332 million tons of proven recoverable sand reserves as of December 31, 2016. We began operations with 1.1 million tons of annual processing capacity in July 2012, expanded to 2.2 million tons of annual processing capacity in August 2014, and increased to 3.3 million tons of annual processing capacity in September 2015. Our integrated Oakdale facility, with onsite rail infrastructure and wet and dry sand processing facilities, has access to two Class I rail lines and enables us to process and cost effectively deliver up to approximately 3.3 million tons of raw frac sand per year. Based on our assessment of increased demand for our products, particularly fine mesh sand, we plan to increase the wet and dry plant processing capacity at our Oakdale facility to be able to produce up to approximately 5.5 million tons of raw frac sand per year.

On November 9, 2016, we completed our initial public offering (the “IPO”) of 11,700 shares of our common stock at a price to the public of $11.00 per share ($10.34 per share, net of the underwriting discount) pursuant to a Registration Statement on Form S-1, as amended (File No. 333-213692), initially filed with the SEC on September 19, 2016 pursuant to the Securities Act. The material provisions of the IPO are described in the IPO prospectus. We granted the underwriters an option for a period of 30 days to purchase up to an additional 878 shares of Common Stock at the initial offering price, and the Selling Shareholders granted the underwriters an option for a period of 30 days to purchase up to an aggregate additional 878 shares of Common Stock at the initial offering price. On November 23, 2016, the underwriters exercised in full their option to purchase additional shares of common stock from us and the Selling Shareholders. We received no proceeds from the sale of common stock by the Selling Shareholders.

February 1, 2017, we entered into an Underwriting Agreement providing for the offer and sale of 1,500 shares of common stock at a price of $17.50 per share, generating net proceeds to us of approximately $24.2 million after underwriting discounts and expenses. We intend to use the net proceeds from this offering for future capital projects and general corporate services. The offering closed on February 7, 2017. Additionally, the Selling Shareholders sold 4,450 shares of common stock at a price of $17.50 per share. We received no proceeds from the sale of common stock by the Selling Shareholders. The Selling Shareholders granted the underwriters an option for a period of 30 days to purchase up to an additional 893 shares of common stock. On February 10, 2017, the underwriters exercised in full their option to purchase additional shares of common stock from the Selling Shareholders. We received no proceeds from the sale of common stock to the underwriters by the Selling Shareholders.

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Note Regarding Non-GAAP Financial Measures

Production costs, EBITDA and Adjusted EBITDA are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial condition and results of operations. Costs of goods sold is the GAAP measure most directly comparable to production costs and net income is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures has important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measures. You should not consider production costs, EBITDA or Adjusted EBITDA in isolation or as substitutes for an analysis of our results as reported under GAAP. Because production costs, EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

EBITDA and Adjusted EBITDA

We define EBITDA as our net income, plus (i) depreciation, depletion and amortization expense; (ii) income tax expense (benefit); (iii) interest expense and (iv) franchise taxes. We define Adjusted EBITDA as EBITDA, plus (i) gain or loss on sale of fixed assets or discontinued operations, (ii) integration and transition costs associated with specified transactions, including our IPO, (iii) restricted stock compensation; (iv) development costs; (v) cash charges related to restructuring, retention and other similar actions, (vi), earnout and contingent consideration obligations, and (vii) noncash charges and unusual or nonrecurring charges. Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors and commercial banks, to assess:

• the financial performance of our assets without regard to the impact of financing methods, capital structure or historical cost basis of our assets;

• the viability of capital expenditure projects and the overall rates of return on alternative investment opportunities;

• our ability to incur and service debt and fund capital expenditures; and our operating performance as compared to those of other companies in our industry without regard to the impact of financing methods and capital structure; and

• our debt covenant compliance. Adjusted EBITDA is a key component of critical covenants to our Credit Agreement.

We believe that our presentation of EBITDA and Adjusted EBITDA will provide useful information to investors in assessing our financial condition and results of operations. Net income is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA should not be considered alternatives to net income presented in accordance with GAAP. Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. The following table presents a reconciliation of EBITDA and Adjusted EBITDA to net income for each of the periods indicated.

	Three Months Ended June 30,					Six Months Ended June 30,
	2017		2016			2017		2016
	(in thousands)					(in thousands)
Net Income (loss)	$	2,624	$	(2,348	)	$	3,600	$	(1,967	)
Depreciation and depletion		1,693		1,574			3,360		3,173
Income tax expense (benefit)		1,154		(294	)		1,668		(56	)
Interest expense		182		2,499			354		4,794
Franchise taxes		10		9			238		16
EBITDA	$	5,663	$	1,440		$	9,220	$	5,960
Loss (gain) on sale of fixed assets (1)		194		(4	)		157		(30	)
Restricted stock compensation (2)		585		231			760		420
Non-cash charges (3)		20		(13	)		40		41
Adjusted EBITDA	$	6,462	$	1,654		$	10,177	$	6,390

(1) Includes gains related to the sale and disposal of certain assets in property, plant and equipment.

(2) Represents the non-cash expenses for stock-based awards issued to our employees and outside directors.

(3) Represents accretion of asset retirement obligations and loss on derivatives. For the three and six months ended June 30, 2016, the Company incurred a loss of $5 related to a propane derivative contract.

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Production Costs

We also use production costs, which we define as costs of goods sold, excluding depreciation, depletion, accretion of asset retirement obligations and freight charges to measure our financial performance. Freight charges consist of shipping costs and rail car rental and storage expenses. Shipping costs consist of railway transportation and transload costs to deliver products to customers. A portion of these freight charges are passed through to our customers and are, therefore, included in revenue. Rail car rental and storage expenses are associated with our long-term rail car operating agreements with certain customers. We believe production costs is a meaningful measure to management and external users of our financial statements, such as investors and commercial banks, because it provides a measure of operating performance that is unaffected by historical cost basis. Cost of goods sold is the GAAP measure most directly comparable to production costs. Production costs should not be considered an alternative to cost of goods sold presented in accordance with GAAP. Because production costs may be defined differently by other companies in our industry, our definition of production costs may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. The following table presents a reconciliation of production costs to cost of goods sold.

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(in thousands)						(in thousands)
Cost of goods sold	$	21,407		$	6,532		$	41,063		$	11,869
Depreciation, depletion, and accretion of asset retirement obligations		(1,588	)		(1,540	)		(3,166	)		(3,028	)
Freight charges		(12,824	)		(1,794	)		(22,051	)		(3,255	)
Production costs	$	6,995		$	3,198		$	15,846		$	5,586
Production costs per ton	$	13.17		$	16.57		$	14.55		$	17.35

Factors Impacting Comparability of Our Financial Results

Our historical results of operations and cash flows are not indicative of results of operations and cash flows to be expected in the future, principally for the following reasons:

• We incur additional operating expenses as a publicly traded corporation. We expect we will incur approximately $1.4 million annually in additional operating expenses as a publicly traded corporation that we have not previously incurred, including costs associated with compliance under the Exchange Act, annual and quarterly reports to common stockholders, registrar and transfer agent fees, audit fees, incremental director and officer liability insurance costs and director and officer compensation. We additionally expect to incur $1.0 million in non-recurring costs related to our transition to a publicly traded corporation. These incremental expenses exclude the costs of our IPO, as well as the costs associated with the initial implementation of our Sarbanes-Oxley Section 404 internal control reviews and testing.

• We fully redeemed the Series A Preferred Stock on November 9, 2016. On November 9, 2016, our Series A redeemable preferred stock (the “Series A Preferred Stock”) was fully redeemed at a total redemption value of $40.3 million using a portion of the proceeds from our IPO. Therefore, we will no longer incur the interest expense associated with the Series A Preferred Stock. For the three and six months ended June 30, 2016, we incurred $1.6 million and $3.2 million, respectively, of interest expense.

• Market Trends.Beginning in late 2014, the market prices for crude oil and refined products began a steep and protracted decline which continued into 2016. This greatly impacted the demand for frac sand as drilling and completion of new oil and natural gas wells was significantly curtailed in North America. As a result, we experienced significant downward pressure on pricing. However, commodity prices began to stabilize in the middle of 2016, leading to an improvement in drilling and completions activity during the second half of 2016. Drilling and completions activity has continued to show improvement through the second quarter of 2017, and should oil and natural gas prices remain in or improve from current trading levels, we anticipate that drilling and completions activity will continue at current levels or better for the remainder of 2017.

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Results of Operations

The following table summarizes our revenue and expenses for the periods indicated.

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(in thousands)						(in thousands)
Revenues	$	29,787		$	8,494		$	54,847		$	18,853
Cost of goods sold		21,407			6,532			41,063			11,869
Gross profit		8,380			1,962			13,784			6,984
Operating expenses:
Salaries, benefits and payroll taxes		2,167			1,111			3,864			2,295
Depreciation and amortization		120			52			229			181
Selling, general and administrative		2,283			1,051			4,317			1,926
Total operating expenses		4,570			2,214			8,410			4,402
Income (loss) from operations		3,810			(252	)		5,374			2,582
Preferred stock interest expense		-			(1,623	)		-			(3,123	)
Other interest expense		(115	)		(876	)		(226	)		(1,671	)
Other income		83			109			120			189
Total other income (expenses), net		(32	)		(2,390	)		(106	)		(4,605	)
Income (loss) before income tax expense		3,778			(2,642	)		5,268			(2,023	)
Income tax expense (benefit)		1,154			(294	)		1,668			(56	)
Net income (loss)	$	2,624		$	(2,348	)	$	3,600		$	(1,967	)

Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016

Revenue

Revenue was $29.8 million for the three months ended June 30, 2017, during which time we sold approximately 531,000 tons of sand. Total revenue for the three months ended June 30, 2016 was $8.5 million, during which time we sold approximately 193,000 tons of sand. Revenue increased for the three months ended June 30, 2017 as compared to the three months ended June 30, 2016 as a result of higher sales volume in the current period offset by lower average selling prices due to reservation revenue being spread over a larger amount of contractual volumes sold in the second quarter 2017 in comparison to the same period in 2016.

The key factors contributing to the increase in revenues for the three months ended June 30, 2017 as compared to the three months ended June 30, 2016 were as follows:

• Sand sales revenue, which includes reservation revenue, increased to $16.9 million for the three months ended June 30, 2017 compared to $6.9 million for the three months ended June 30, 2016 due to higher reservation revenues and increased sales volumes. Tons sold increased by approximately 175% due to increased exploration and production activity in the oil and natural gas industry through the second quarter of 2017, compared to the same period in 2016.

• Average selling price per ton, which includes reservation revenue, decreased to $31.74 for the three months ended June 30, 2017 from $35.53 for the three months ended June 30, 2016 due to increased volumes, which led to reservation revenue being allocated to a greater number of tons sold.

• Reservation and contractual shortfall revenues were $7.5 million and $0.1 million, respectively, for the three months ended June 30, 2017. Reservation and contractual shortfall revenues were $2.7 million and $0 million, respectively, for the three months ended June 30, 2016, which helped to mitigate the lower sales volume in the 2016 quarter. Certain customers are required to pay a fixed-price monthly reservation charge based on a minimum contractual volume over the remaining life of their contract, which may be applied as a per ton credit to the sales price up to a certain contractually specified monthly volume or credited against any applicable shortfall payments. With respect to shortfall revenues, our customer contracts dictate whether customers are invoiced quarterly or at the end of their respective contract year for shortfall payments. We recognize revenue to the extent of the unfulfilled minimum contracted quantity at the shortfall price per ton as stated in the contract once payment is received or reasonably assured.

• Transportation revenue, which includes railcar rental, was approximately $12.9 million for the three months ended June 30, 2017 compared to $1.6 million for the three months ended June 30, 2016. The increase in transportation revenue was due to the increased sales volume in the quarter as compared to the second quarter of 2016.  Railcar rental revenue

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was $1.9 million for the threemonths ended June 30, 2017, increasing by approximately $0.5 million compared to the three months ended June 30,2016 due to an increase in the number of rail cars rented to our customers under long-term contracts. We incur transportation costs and recurring rail car rental expenses under our long-term railcar operating agreements. Our transportation revenues currently primarily represent the pass through of these costs to our customers; therefore, these revenues do not have a material impact on our gross profit.

Cost of Goods Sold and Production Costs

Cost of goods sold was $21.4 million and $6.5 million, or $40.31 and $33.85 per ton sold, for the three months ended June 30, 2017 and 2016, respectively. Of this amount, production costs were $7.0 million and $3.2 million, or $13.17 and $16.57 per ton sold, and freight charges, which consist of transportation costs and rail car rental and storage expense, were $12.8 million and $1.8 million for the three months ended June 30, 2017 and 2016, respectively. Cost of goods sold and per ton cost of goods sold increased for the three months ended June 30, 2017 in comparison to the same period in 2016 due to higher sales volume, which led to increased staffing, utilities and equipment expense, and increased railcar rental and railway freight costs for customer pass-through freight. During the three months ended June 30, 2017, we experienced operating inefficiencies due to railcar availability and completion of the third rail loop and incurred unplanned maintenance costs of approximately $0.5 million due to dust control and other operational issues. Depreciation, depletion and accretion of asset retirement obligation included in cost of goods sold were $1.6 million and $1.5 million, respectively, for the three months ended June 30, 2017 and 2016. For the definition of production costs and a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP, please read “Note Regarding Non-GAAP Financial Measures”.

Gross Profit

Gross profit equals revenues less cost of goods sold. Gross profit was $8.4 million and $2.0 million for the three months ended June 30, 2017 and 2016, respectively.

Operating Expenses

Operating expenses were $4.6 million and $2.2 million for the three months ended June 30, 2017 and 2016, respectively. Operating expenses are comprised primarily of wages and benefits, professional services fees and other administrative expenses. Salaries, benefits and payroll taxes were $2.2 million and $1.1 million for the three months ended June 30, 2017 and 2016, respectively, with the approximate $1.1 million increase due to additional headcount, stock compensation grants and accrued bonus expense for the board-approved 2017 incentive plan. The 2016 bonus plan was not approved by the board until the fourth quarter 2016. Selling, general and administrative expenses increased as a result of additional insurance, consulting and legal costs incurred as a publicly traded corporation.

Preferred Stock and Other Interest Expense

We incurred $0.1 million and $2.5 million of interest expense for the three months ended June 30, 2017 and 2016, respectively. Interest expense for the three months ended June 30, 2017 is derived primarily from deferred finance fees and unused line fees for our existing revolving credit facility. Interest expense for the three months ended June 30, 2016 was derived primarily from paid-in-kind interest on the Series A Preferred Stock as well as interest on our former revolving credit facility. Interest on the Series A Preferred Stock accounted for $0 million and $1.6 million of the expense for the three months ended June 30, 2017 and 2016, respectively. Interest on our existing and former revolving credit facility accounted for $0.1 million and $0.9 million for the three months ended June 30, 2017 and 2016, respectively. On November 9, 2016, the Series A Preferred Stock was fully redeemed and the former revolving credit facility was paid in full and terminated using a portion of the proceeds from our IPO.

Income Tax Expense

For the three months ended June 30, 2017 and 2016, our statutory tax rate was 35.0% and our effective tax rate was approximately 30.5% and 11.1%, respectively, based on the statutory federal rate net of discrete federal and state taxes. The computation of the effective tax rate includes modifications for share-based compensation, domestic manufacturing deduction, and state income tax credit among others. The computation for the three months ended June 30, 2016 also included modifications for non-deductible interest expense on the Series A Preferred Stock. The primary drivers of the difference between 2017 and 2016 were the change in the forecasted pretax income between quarters relative to the projected modifications to the tax rate, as well as the full redemption of the Series A Preferred Stock in November 2016.

Net Income and Adjusted EBITDA

Net income was $2.6 million for the three months ended June 30, 2017 compared to net loss of $2.3 million for the three months ended June 30, 2016. Adjusted EBITDA was $6.5 million for the three months ended June 30, 2017 compared to $1.7 million for the

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three months ended June 30, 2016. The increase in net income and Adjusted EBITDA resulted from an increase in gross profit due to higher volumes sold, lower interest expense due to the full redemption of Series A Preferred Stock in November 2016, and no outstanding balance on our existing credit facility, offset by increased salaries and headcount, and additional costs incurred as a publicly traded corporation. For the definition of Adjusted EBITDA and a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP, please read “Note Regarding Non-GAAP Financial Measures.”

Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016

Revenue

Revenue was $54.8 million for the six months ended June 30, 2017, during which time we sold approximately 1,089,000 tons of sand. Total revenue for the six months ended June 30, 2016 was $18.9 million, during which time we sold approximately 322,000 tons of sand. Revenue increased for the six months ended June 30, 2017 as compared to the six months ended June 30, 2016 as a result of higher sales volume in the current period offset by lower average selling prices due to reservation revenue being spread over a larger amount of contractual volumes sold in 2017 compared to the same period in 2016.

The key factors contributing to the increase in revenues for the six months ended June 30, 2017 as compared to the six months ended June 30, 2016 were as follows:

• Sand sales revenue, which includes reservation revenue, increased to $33.6 million for the six months ended June 30, 2017 compared to $12.7 million for the six months ended June 30, 2016. Tons sold increased by approximately 238% due to increased exploration and production activity in the oil and natural gas industry in 2017 compared to 2016.

• Average selling price per ton, which includes reservation revenue, decreased to $30.85 for the six months ended June 30, 2017 from $39.30 for the six months ended June 30, 2016 due to increased volumes, which led to reservation revenue being allocated to a greater number of tons sold.

• Reservation and contractual shortfall revenues were $15.0 million and $0.1 million, respectively, for the six months ended June 30, 2017. Reservation and contractual shortfall revenues were $5.5 million and $3.0 million, respectively, for the six months ended June 30, 2016, which helped to mitigate the lower sales volume and average selling price in 2016. Certain customers are required to pay a fixed-price monthly reservation charge based on a minimum contractual volume over the remaining life of their contract, which may be applied as a per ton credit to the sales price up to a certain contractually specified monthly volume or credited against any applicable shortfall payments. With respect to shortfall revenues, our customer contracts dictate whether customers are invoiced quarterly or at the end of their respective contract year for shortfall payments. We recognize revenue to the extent of the unfulfilled minimum contracted quantity at the shortfall price per ton as stated in the contract once payment is received or reasonably assured.

• Transportation revenue, which includes railcar rental, was approximately $21.2 million for the six months ended June 30, 2017 compared to $3.2 million for the six months ended June 30, 2016. The increase in transportation revenue was due to higher sales volume as compared to the same period in 2016 as a result of increased exploration and production activity in the oil and natural gas industry.  Rail car rental revenue was $3.6 million for the six months ended June 30, 2017, increasing by approximately $0.6 million compared to the six months ended June 30, 2016 due to an increase in the number of rail cars rented to our customers under long-term contracts. We incur transportation costs and recurring rail car rental expenses under our long-term rail car operating agreements. Our transportation revenues primarily currently represent the pass through of these costs to our customers; therefore, these revenues do not have a material impact on our gross profit.

Cost of Goods Sold and Production Costs

Cost of goods sold was $41.1 million and $11.9 million, or $37.71 and $36.86 per ton sold, for the six months ended June 30, 2017 and 2016, respectively. Of this amount, production costs were $15.8 million and $5.6 million, or $14.55 and $17.33 per ton sold, and freight charges, which consist of transportation costs and rail car rental and storage expense, were $22.1 million and $3.3 million for the six months ended June 30, 2017 and 2016, respectively. Cost of goods sold and per ton cost of goods sold increased for the six months ended June 30, 2017 in comparison to the same period in 2016 due to higher sales volume, which led to increased staffing, utilities and equipment expense, and increased railcar rental and railway freight costs for customer pass-through freight. During the six months ended June 30, 2017, we experienced operating inefficiencies due to railcar availability and completion of the third rail loop and incurred unplanned maintenance costs of approximately $0.5 million due to dust control and other operational issues. Depreciation, depletion and accretion of asset retirement obligation included in cost of goods sold were $3.2 million and $3.0 million, respectively, for the six months ended June 30, 2017 and 2016. For the definition of production costs and a reconciliation to its most

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directly comparable financial measure calculated and presented in accordance with GAAP, please read “Note Regarding Non-GAAP Financial Measures”.

Gross Profit

Gross profit equals revenues less cost of goods sold. Gross profit was $13.8 million and $7.0 million for the six months ended June 30, 2017 and 2016, respectively.

Operating Expenses

Operating expenses were $8.4 million and $4.4 million for the six months ended June 30, 2017 and 2016, respectively. Operating expenses are comprised primarily of wages and benefits, professional services fees and other administrative expenses. Salaries, benefits and payroll taxes were $3.9 million and $2.3 million for the six months ended June 30, 2017 and 2016, respectively, with the approximate $1.6 million increase due to additional headcount, stock compensation grants and accrued bonus expense for the board-approved 2017 incentive plan. The 2016 bonus plan was not approved by the board until the fourth quarter 2016. Selling, general and administrative expenses increased as a result of additional insurance, consulting and legal costs incurred as a publicly traded corporation.

Preferred Stock and Other Interest Expense

We incurred $0.3 million and $4.8 million of interest expense for the six months ended June 30, 2017 and 2016, respectively. Interest expense for the six months ended June 30, 2017 is derived primarily from deferred finance fees and unused line fees for our existing revolving credit facility. Interest on the Series A Preferred Stock accounted for $0 and $3.1 million of the expense for the six months ended June 30, 2017 and 2016, respectively. Interest on our existing and former revolving credit facility accounted for $0.3 million and $1.7 million for the six months ended June 30, 2017 and 2016, respectively. On November 9, 2016, the Series A Preferred Stock was fully redeemed and the former revolving credit facility was paid in full and terminated using a portion of the proceeds from our IPO.

Income Tax Expense

For the six months ended June 30, 2017 and 2016, our statutory tax rate was 35.0% and our effective tax rate was approximately 31.7% and 2.8%, respectively, based on the statutory federal rate net of discrete federal and state taxes. The computation of the effective tax rate includes modifications for share-based compensation, domestic manufacturing deduction, and state income tax credit among others. The effective rate for the six months ending June 30, 2017 includes a benefit of $208 related to prior year state taxes. The computation for the six months ended June 30, 2016 also included modifications for non-deductible interest expense on the Series A Preferred Stock. The primary drivers of the difference between 2017 and 2016 were the change in the forecasted pretax income between quarters relative to the projected modifications to the tax rate, as well as the full redemption of the Series A Preferred Stock in November 2016.

Net Income and Adjusted EBITDA

Net income was $3.6 million for the six months ended June 30, 2017 compared to net loss of $2.0 million for the six months ended June 30, 2016. Adjusted EBITDA was $10.2 million for the six months ended June 30, 2017 compared to $6.4 million for the six months ended June 30, 2016. The increase in net income and Adjusted EBITDA resulted from an increase in gross profit due to higher volumes sold, lower interest expense due to the full redemption of Series A Preferred Stock in November 2016, and no outstanding balance on our existing credit facility, offset by increased salaries and headcount, and additional costs incurred as a publicly traded corporation. For the definition of Adjusted EBITDA and a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP, please read “Note Regarding Non-GAAP Financial Measures.”

Working Capital

The following table presents the components of our working capital as of June 30, 2017 compared to December 31, 2016.

	June 30,		December 31,
	2017		2016
	(in thousands)
Total current assets	$	92,435	$	65,024
Total current liabilities		12,469		13,722
Working capital	$	79,966	$	51,302

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June 30, 2017 Compared to December 31, 2016

Our working capital surplus was $80.0 million at June 30, 2017 compared to a working capital surplus of $51.3 million at December 31, 2016.  On February 7, 2017, we closed on an equity offering of 1,500 shares of our common stock, generating net proceeds of approximately $24.2 million. Our increased sales volumes in the six months ended June 30, 2017 resulted in increased accounts receivable and unbilled receivables. Additionally, as a result of the primary ongoing capital expenditure projects and increased pass-through rail freight, accounts payables and accrued expenses have increased by $7.5 million.

Liquidity and Capital Resources

Sources of Liquidity

Prior to the IPO, our primary sources of liquidity were from funds generated through operations and our former revolving credit facility.

On November 9, 2016, we consummated the IPO of 11,700 shares of common stock at a price of $11.00 per share, generating net proceeds to us of $121.0 million after underwriting discounts and expenses. We used a portion of the net proceeds from the IPO to redeem all of our outstanding Series A Preferred Stock and to repay the outstanding indebtedness under our existing revolving credit facility, which was terminated. We are using the remaining net proceeds for capital expansion projects and general corporate purposes.

On November 23, 2016, the underwriters exercised in full their option to purchase additional shares of common stock from us and the Selling Stockholders.  On November 29, 2016, we consummated the sale of 878 shares of common stock to the underwriters pursuant to the underwriters’ exercise of their over-allotment option at a price of $11.00 per share, generating proceeds to us of $9.7 million before underwriting discounts and expenses. We received no proceeds from the sale of common stock to the underwriters by the Selling Stockholders.  We are using the remaining net proceeds for capital expansion projects and general corporate purposes.

On February 1, 2017 we entered into an Underwriting Agreement providing for the offer and sale of 1,500 shares of common stock at a price of $17.50 per share, generating net proceeds to us of approximately $24.2 million after underwriting discounts and expenses. We intend to use the net proceeds from this offering for future capital projects and general corporate services. The offering closed on February 7, 2017. Additionally, the Selling Shareholders sold 4,450 shares of common stock at a price of $17.50 per share. We received no proceeds from the sale of common stock by the Selling Shareholders.

On February 10, 2017, the underwriters exercised in full their option to purchase additional shares of common stock from the Selling Shareholders. On February 15, 2017, the Selling Shareholders consummated the sale of 893 shares of common stock to the underwriters pursuant to the underwriters’ exercise of their over-allotment option at a price of $17.50 per share. We received no proceeds from the sale of common stock to the underwriters by the Selling Shareholders.

Subsequent to our IPO and February equity offering, our primary source of liquidity is expected to be funded through operations.

Liquidity

The following table sets forth a summary of our cash flows for the periods indicated:

Summary Cash Flows for the Six Months Ended June 30, 2017 and 2016:

	Six Months Ended June 30,
	2017			2016
	(in thousands)
Net cash provided by operating activities	$	665		$	6,070
Net cash used in investing activities	$	(7,715	)	$	(690	)
Net cash provided by (used in) financing activities	$	23,358		$	(7,408	)

Cash Provided by Operating Activities

Net cash provided by operating activities was $0.7 million and $6.1 million for the six months ended June 30, 2017 and 2016, respectively. Operating cash flows include net income of $3.6 million and net loss of $2.0 million in net earnings generated from the sale of raw frac sand to our customers in the six months ended June 30, 2017 and 2016, respectively, offset by production costs, general and administrative expenses and cash interest expense, adjusted for changes in working capital to the extent they are positive or negative.

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The change in accounts receivable of ($9.5) million for the six months ended June 30, 2017 compared to $3.3 million for the six months ended June 30, 2016 resulted from the increase in sales volumes as well as the increase of customers to which we charge freight.

Cash Used in by Investing Activities

Net cash used in investing activities was $7.7 million for the six months ended June 30, 2017 compared to $0.7 million used for the six months ended June 30, 2016. The $7.0 million increase was primarily the result of an increase in capital expenditures related primarily to the expansion of our processing facilities in Oakdale, Wisconsin.

Cash Provided by (Used In) Financing Activities

Net cash provided by financing activities was $23.4 million for the six months ended June 30, 2017, which included net proceeds from equity issuance of approximately $24.2 million, $0.5 million in payments on equipment financing obligations and notes payable, and $0.2 million on deferred financing fees.

Net cash used in financing activities was $7.4 million for the six months ended June 30, 2016, which was comprised primarily of $6.2 million of repayment on former revolving credit facility and $1.1 million in payments on our existing equipment financing obligations and notes payable.

Credit Facilities

Our Credit Facility and Other Arrangements

Below is a description of our former and existing revolving credit facilities and other financing arrangements.

Former Revolving Credit Facility

On March 28, 2014, we entered into a $72.5 million revolving credit and security agreement (“Credit Agreement”) with PNC Bank, National Association, as administrative agent and collateral agent (the “Credit Agreement”). The revolving credit facility under the Credit Agreement had a maturity date of March 28, 2019. We refer to this facility as the former revolving credit facility.

On November 9, 2016, the former revolving credit facility was paid in full and terminated using a portion of the proceeds from the IPO.

Existing Revolving Credit Facility

On December 8, 2016, we entered into a $45 million 3-year senior secured Revolving Credit Facility (the “Facility”) with Jefferies Finance LLC as administrative and collateral agent. Substantially all of our assets are pledged as collateral under the Credit Agreement. The Facility expires on December 8, 2019.

The Facility contains various reporting requirements, negative covenants, restrictive provisions and requires maintenance of financial covenants, including a fixed charge coverage ratio and a leverage ratio (each as defined in the New Credit Agreement).

Capital Requirements

As of June 30, 2017, we had commitments related to certain expansion and replacement capital projects of approximately $18.1 million. We expect to incur approximately $85 million during 2017 in expansion and replacement capital expenditures. Expansion capital expenditures are anticipated to support incremental growth and efficiency initiatives. These projects are expected to provide efficiencies in our plant operations and improve our logistics capabilities to further position us to capitalize upon growth opportunities that we anticipate will continue to develop with both current and potential new customers. We expect to fund these expansion capital expenditures with cash flow from operations and proceeds from our IPO and February 2017 equity offering and potential borrowings under our existing revolving credit facility.

Environmental Matters

We are subject to various federal, state and local laws and regulations governing, among other things, hazardous materials, air and water emissions, environmental contamination and reclamation and the protection of the environment and natural resources. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

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Contractual Obligations

As of June 30, 2017, we had contractual obligations for the existing revolving credit facility, equipment lease obligations, notes payable, operating leases, capital expenditures and asset retirement obligations. Operating leases are primarily for railcars.

In the six months ended June 30, 2017, there have been no material changes to our contractual obligations as reported in the 2016 annual report. As disclosed in Notes 9 and 13, respectively, to the Condensed Consolidated Financial Statements in this Report, the former revolving credit facility was fully repaid and terminated and the Series A Preferred Stock was fully redeemed.

Off-Balance Sheet Arrangements

At June 30, 2017 and December 31, 2016, we had outstanding performance bonds of $8.6 million and $8.3 million, respectively.

Seasonality

Our business is affected to some extent by seasonal fluctuations in weather that impact the production levels at our wet processing plant. While our dry plants are able to process finished product volumes evenly throughout the year, our excavation and our wet sand processing activities are limited to non-winter months. As a consequence, we experience lower cash operating costs in the first and fourth quarter of each calendar year. We may also sell raw frac sand for use in oil and natural gas producing basins where severe weather conditions may curtail drilling activities and, as a result, our sales volumes to those areas may be reduced during such severe weather periods.

Customer Concentration

For the six months ended June 30, 2017, sales to Rice Energy, Weatherford, Liberty, and US Well Services accounted for 33.1%, 15.9%, 13.7%, and 12.8% respectively, of total revenue. For the six months ended June 30, 2016, sales to US Well Services, Weatherford, and C&J Energy Services accounted for 37.3%, 32.8%, and 17.6%, respectively, of total revenue.

Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies and procedures during the six months ended June 30, 2017. For more information, please read our disclosure of critical accounting policies in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the United States Securities and Exchange Commission on March 16, 2017.

Forward-Looking Statements

This Report contains estimates and forward-looking statements, principally in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to us. Important factors, in addition to the factors described in this quarterly report, may adversely affect our results as indicated in forward-looking statements. You should read this quarterly report and the documents that we have filed as exhibits hereto completely and with the understanding that our actual future results may be materially different from what we expect. The words “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “might,” “would,” “continue” or the negative of these terms or other comparable terminology and similar words are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak only as of the date they were made, and, except to the extent required by law, we undertake no obligation to update, to revise or to review any estimate and/or forward-looking statement because of new information, future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. As a result of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this quarterly report might not occur and our future results, level of activity, performance or achievements may differ materially from those expressed in these forward-looking statements due to, including, but not limited to, the factors mentioned above, and the differences may be material and adverse. Because of these uncertainties, you should not place undue reliance on these forward-looking statements.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices. Historically, our risks have been predominantly related to potential changes in the fair value of our long-term debt due to fluctuations in applicable market interest rates. Going forward our market risk exposure generally will be limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes.

Commodity Price Risk

The market for proppant is indirectly exposed to fluctuations in the prices of crude oil and natural gas to the extent such fluctuations impact drilling and completion activity levels and thus impact the activity levels of our customers in the oilfield services and exploration and production industries. However, because we generate the substantial majority of our revenues under long-term take-or-pay contracts, we believe we have only limited exposure to short-term fluctuations in the prices of crude oil and natural gas. We do not currently intend to hedge our indirect exposure to commodity price risk.

Interest Rate Risk

As of June 30, 2017, we had no amounts outstanding under our existing revolving credit facility, which bears interest at our option at either:

• LIBOR plus an applicable margin of 3.00% - 4.00% depending on the leverage ratio; or

• ABR (as defined in the revolving credit facility), plus an applicable margin of 2.00% - 3.00%, depending on the leverage ratio.

On November 9, 2016, the former revolving credit facility was paid in full and terminated using a portion of the proceeds from the IPO.

On December 8, 2016, the Company entered into a $45 million three-year senior secured Revolving Credit Facility (the “Facility”), which has a similar interest rate risk to the former revolving credit facility, with Jefferies Finance LLC as administrative and collateral agent. The Facility expires on December 8, 2019.

The Facility contains various reporting requirements, negative covenants, restrictive provisions and requires maintenance of financial covenants, including a fixed charge coverage ratio and a leverage ratio (each as defined in the New Credit Agreement). As of June 30, 2017 and December 31, 2016, there were no amounts outstanding under the Facility; therefore, these covenants have no impact over the facility as of the balance sheet date.

Credit Risk

Substantially all of our revenue for the six months ended June 30, 2017 was generated through long-term take-or-pay contracts with four customers. Our customers are oil and natural gas producers and oilfield service providers, all of which have been negatively impacted by the recent downturn in activity in the oil and natural gas industry in recent years, and may be impacted if the oil and natural gas industry faces another activity downturn. This concentration of counterparties operating in a single industry may increase our overall exposure to credit risk, in that the counterparties may be similarly affected by changes in economic, regulatory or other conditions. If a customer defaults or if any of our contracts expires in accordance with its terms, and we are unable to renew or replace these contracts, our gross profit and cash flows may be adversely affected.

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ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting for the quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time we may be involved in litigation relating to claims arising out of our operations in the normal course of business. We are not currently a party to any legal proceedings that we believe would have a material adverse effect on our financial position, results of operations or cash flows and are not aware of any material legal proceedings contemplated by governmental authorities.

ITEM 1A.  RISK FACTORS

As of the date of this Report, there have been no material changes in the risk factors previously included in Item 1A- “Risk Factors,” in our Annual Report on form 10-K for the fiscal year ended December 31, 2016.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Our operations are subject to the Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006, which imposes stringent health and safety standards on numerous aspects of mineral extraction and processing operations, including the training of personnel, operating procedures, operating equipment, and other matters. Enforcement actions alleging noncompliance with such standards, or changes in such standards or the interpretation or enforcement thereof, could have a material adverse effect on our business and financial condition or otherwise impose significant restrictions on our ability to conduct mineral extraction and processing operations. Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the dollar penalties assessed and, for many operations, the numbers of citations and orders charged against mining operations.  Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this Report.

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ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

3.1	Second Amended and Restated Certificate of Incorporation of Smart Sand, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2016)
3.2	Second Amended and Restated Bylaws of Smart Sand, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2016)
10.1*	First Amendment to Master Purchase Agreement dated effective as of May 1, 2017, between Liberty Oilfield Services, LLC and Smart Sand, Inc.
10.2*	First Amendment to Railcar Usage Agreement dated effective as of May 1, 2017, between Liberty Oilfield Services, LLC and Smart Sand, Inc.
10.3	Form of Time-Based Vesting Restricted Stock Award Agreement under Smart Sand, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2017)
10.4	Form of Performance-Based Vesting Restricted Stock Award Agreement under Smart Sand, Inc. 2016 Omnibus Incentive Plan(incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2017)
10.5	Form of Time-Based Vesting Restricted Stock Award Agreement under Smart Sand, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2017)
31.1*	Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+	Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2+	Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95.1*	Mine Safety Disclosure Exhibit
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

* Filed Herewith.

+ This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Smart Sand Inc.
August 10, 2017	By:	/s/ Charles E. Young
		Charles E. Young, Chief Executive Officer
		(Principal Executive Officer)

	Smart Sand Inc.
August 10, 2017	By:	/s/ Lee E. Beckelman
		Lee E. Beckelman, Chief Financial Officer
		(Principal Financial Officer)

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Index to Exhibits

3.1	Second Amended and Restated Certificate of Incorporation of Smart Sand, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2016)
3.2	Second Amended and Restated Bylaws of Smart Sand, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2016)
10.1*	First Amendment to Master Purchase Agreement dated effective as of May 1, 2017, between Liberty Oilfield Services, LLC and Smart Sand, Inc.
10.2*	First Amendment to Railcar Usage Agreement dated effective as of May 1, 2017, between Liberty Oilfield Services, LLC and Smart Sand, Inc
10.3	Form of Time-Based Vesting Restricted Stock Award Agreement under Smart Sand, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2017)
10.4	Form of Performance-Based Vesting Restricted Stock Award Agreement under Smart Sand, Inc. 2016 Omnibus Incentive Plan(incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2017)
10.5	Form of Time-Based Vesting Restricted Stock Award Agreement under Smart Sand, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2017)
31.1*	Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+	Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2+	Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95.1*	Mine Safety Disclosure Exhibit
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

* Filed Herewith.

+ This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.

34

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO MASTER PRODUCT PURCHASE AGREEMENT

This First Amendment to Master Product Purchase Agreement (the “Amendment”) is effective as of May 1, 2017 by and between Smart Sand, Inc., a Delaware corporation (“Smart Sand”), and Liberty Oilfield Services, LLC, a Delaware limited liability company (“Buyer”).

Recitals

Whereas, Smart Sand and Buyer have entered into a Master Product Purchase Agreement, dated March 8, 2017 (the “Agreement”);

Whereas, Smart Sand and Buyer desire to amend the Agreement to modify certain terms set forth therein; and

Whereas, pursuant to Section 15.1 of the Agreement, the Agreement may not be changed or amended except by a writing executed by both parties.

Now, Therefore, in consideration of the foregoing recitals and the mutual promises set forth herein, sufficiency of which is acknowledged by the undersigned, Smart Sand and Buyer hereby agree as follows:

1.Amendment to the Agreement.  The Agreement shall be amended as follows:

1.1Section 1.1 shall be deleted in its entirety and replaced with the following:

“1.1(i)Subject to the terms and conditions of this Agreement, during the Term (as defined in Section 7.1), Smart Sand agrees to sell and deliver to Buyer, and Buyer agrees to purchase and accept from Smart Sand, *** (and in the limited instances set forth in this Agreement, ***) frac sand products based on the specifications (the “Specifications”) set forth in Appendix A attached hereto and incorporated by reference (each a “Product” and collectively, the “Products”), in the product mix specified in Appendix B attached hereto and incorporated by reference, and in quantities at least equal to the following minimum annual and quarterly tonnage amounts (as applicable, the “Minimum Tons per Year” and “Minimum Tons per Quarter”):

Initial Tonnages

Contract Year	Minimum Tons per Year	Minimum Tons per Quarter
1	***	***
2	***	***
3	***	***

Additional Tonnages

Smart Sand shall use commercially reasonable efforts to obtain up to an additional *** railcars for purposes of shipping an additional *** tons of Products per

ACTIVE\49362770.v2-5/30/17

Contract Year. Commencing on the *** (the “Additional Tonnage Commencement Date”) after Smart Sand notifies Buyer in writing that it has an additional *** railcars available for shipment of additional Products and, pursuant to subsection (2) of Appendix C, the parties mutually agree on an increased per ton railcar usage charge (if necessary), the Minimum Tons per Year and Minimum Tons per Quarter shall be increased by *** tons per Contract Year and *** tons per quarter (“Additional Tons”). After the Additional Tonnage Commencement Date (assuming the Excess Capacity Commencement Date (as defined below) has not occurred), the Minimum Tons per Year and Minimum Tons per Quarter shall be as follows:

Contract Year	Minimum Tons per Year*	Minimum Tons per Quarter*
1	***	***
2	***	***
3	***	***

*The Additional Tons shall be prorated in the Contract Year and quarter in which the Additional Tonnage Commencement Date occurs based upon the days remaining in such Contract Year and quarter.

Excess Capacity Tonnages

Smart Sand shall use commercially reasonable efforts to obtain up to an additional *** railcars for purposes of shipping an additional *** tons of Products per Contract Year. Commencing on the *** (the “Excess Capacity Commencement Date”) after Smart Sand notifies Buyer in writing that it has excess capacity available to sell an additional *** tons of Products per Contract Year, and has an additional *** railcars available for shipment of such additional Products and, pursuant to subsection (2) of Appendix C, the parties mutually agree on an increased per ton railcar usage charge (if necessary), the Minimum Tons per Year and Minimum Tons per Quarter shall be increased by *** tons per Contract Year and *** tons per quarter (“Excess Capacity Tons”). After the Excess Capacity Commencement Date, the Minimum Tons per Year and Minimum Tons per Quarter shall be as follows (assuming the Excess Capacity Commencement Date occurs after the Additional Tonnage Commencement Date):

Contract Year	Minimum Tons per Year*	Minimum Tons per Quarter*
1	***	***
2	***	***
3	***	***

*The Excess Capacity Tons shall be prorated in the Contract Year and quarter in which the Excess Capacity Commencement Date occurs based upon the days remaining in such Contract Year and quarter.

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ACTIVE\49362770.v2-5/30/17

(ii)If Smart Sand determines, in its reasonable discretion (and notifies Buyer in writing of its determination), that the railcars designated for shipping either the Additional Tons or the Excess Capacity Tons (i.e. *** railcars and *** railcars, as applicable), are insufficient for shipping the Additional Tons or Excess Capacity Tons, as the case may be, the Additional Tons or the Excess Capacity Tons (and the Minimum Tons per Year and Minimum Tons per Quarter), as the case may be, shall be automatically reduced by an amount equal to *** tons multiplied by the number of additional railcars required to ship the Additional Tons or the Excess Capacity Tons, as the case may be, as determined by Smart Sand in its reasonable discretion; provided, however, that if either Smart Sand or Buyer supplies additional railcars after such reduction, the Additional Tons or Excess Capacity Tons (and the Minimum Tons per Year and Minimum Tons per Quarter), as the case may be, shall automatically increase at a rate equal to the number of additional railcars supplied by Smart Sand or Buyer multiplied by *** (i.e. Additional railcars* ***), up to the amounts set forth subsection (i) above.

(iii)Nothing in this Agreement shall be construed as limiting either party’s right to enter into a purchase or sale agreement with respect to any of the Products with a third party at any time.”

1.2Section 1.3 shall be deleted in its entirety and replaced with the following:

“1.3In no event will Smart Sand be required to provide to Buyer, in any given month during the Term, an aggregate amount exceeding *** percent of the then-applicable Minimum Tons per Year. Buyer shall submit purchase orders on or before the 15th day of each month in order for the Products set forth in such purchase orders to be deemed to be purchased in such month. Buyer shall submit purchase orders containing evenly spaced delivery intervals and similar quantities of Products.”

1.3The first paragraph of Section 1.5 shall be deleted in its entirety and replaced with the following:

“1.5Buyer may choose to defer the purchase of up to a maximum of *** percent of the then-applicable Minimum Tons per Year each Contract Year until the end of the Term (each ton, a “Deferred Ton”). Within *** after completion of each Contract Year or earlier termination of this Agreement (each, a “Determination Date”), Buyer shall pay to Smart Sand (each, a “Deferment Payment”) an amount equal to the applicable Contract Price for the Deferred Tons multiplied by the amount of Deferred Tons on such Determination Date. If Buyer purchases more than the Minimum Tons per Quarter in any quarter, (i) such excess shall automatically reduce the Deferred Tons, and (ii) in the following quarter, the Prior Excess shall be reduced by the amount of such excess. By way of example, (i) if the Minimum Tons per Year is *** tons, the Deferred Tons are *** tons and Buyer purchases *** tons in a quarter, then the Deferred Tons will be automatically decreased to *** and the Prior Excess will be ***, and (ii) if Buyer then purchases *** tons of Products in the subsequent quarter, the Deferred Tons will be reduced to *** and the Prior Excess will be *** tons. If Buyer does not pay any Quarterly Shortfall Payment when due (and fails to cure such nonpayment within *** after such Quarterly Shortfall Payment is due), Smart Sand may, in its sole discretion, eliminate Buyer’s deferral right

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hereunder by providing written notice of such elimination to Buyer, in which case Buyer shall promptly (but in no event greater than *** after Smart Sand’s notice) pay to Smart Sand (A) an amount equal to $***multiplied by the then outstanding Deferred Tons, and (B) any outstanding Deferment Payments. At no time during any Contract Year during the Term may the Deferred Tons exceed *** percent of the Minimum Tons per Year.”

1.4The parenthetical in the second sentence of Section 2.1 stating “(which Smart Sand railcars shall consist of up to *** railcars for Products)” shall be deleted in its entirety and replaced with “(which Smart Sand railcars shall be provided in accordance with the Railcar Usage Agreement)”.

1.5Appendix B to the Agreement shall be deleted in its entirety and replaced with Appendix B attached hereto.

1.6After the Additional Tonnage Commencement Date, all *** Products shall have the same Base Price as *** Products, as set forth in Appendix C to the Agreement.

1.7Subsection (2) of Appendix C shall be deleted in its entirety and replaced with the following:

“(2)Buyer shall pay to Smart Sand an additional $*** per ton of Products purchased or required to be purchased hereunder (or, if Smart Sand determines in its sole discretion that $*** per ton is insufficient for railcar usage for shipping the Additional Tons or Excess Capacity Tons, such higher amount as mutually agreed to by Smart Sand and Buyer in connection with the Additional Tons and Excess Capacity Tons), as set forth in more detail in the Railcar Usage Agreement.”

2.General Provisions.

2.1Defined Terms.  Capitalized terms used and not defined herein shall have those definitions as set forth in the Agreement.

2.2Successors and Assigns.  The terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Amendment, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Amendment, except as expressly provided in this Amendment.

2.3Counterparts; Facsimile.  This Amendment may be executed and delivered by facsimile or pdf signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

2.4Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

2.5No Other Changes.  Except as expressly amended by this Amendment, all of the terms of the Agreement shall remain in full force and effect.

2.6Entire Agreement.  This Amendment, the Agreement and the agreements and documents referred to herein, together with all the Exhibits hereto and thereto, constitute the entire

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ACTIVE\49362770.v2-5/30/17

agreement and understanding of the parties with respect to the subject matter of this Amendment, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

2.7Press Release.  No press release or other public disclosure shall be made by the parties hereto with respect to the Agreement, this Amendment or the terms and conditions set forth herein without the prior written consent of the other party hereto which consent may be withheld at that party’s sole discretion. Notwithstanding the foregoing, any party may disclose information regarding the Agreement, this Amendment or the terms and conditions set forth herein without the prior written consent of the other party in order to comply with any law, rule, regulation, or legal or regulatory process (including, without limitation, in connection with any Securities and Exchange Commission (the “SEC”) review process or filing requirements) applicable to such party, provided, that such party shall use reasonable best efforts to obtain confidential treatment from the SEC or any other court or governmental authority with respect to such disclosure; and provided further that such party shall, to the extent practicalble, provide the other party with reasonable advance notice of the proposed disclosure and an opportunity to review and comment upon it.

[Remainder of this page intentionally left blank]

5

ACTIVE\49362770.v2-5/30/17

In Witness Whereof, the parties hereto have executed this First Amendment to Master Product Purchase Agreement as of the date first written above.

SMART SAND, iNC.

By:	/s/ Lee E. Beckelman
Name:	Lee E. Beckelman
Title:	Chief Financial Officer

LIBERTY OILFIELD SERVICES, LLC

By:	/s/ Ronald Gusek
Name:	Ronald Gusek
Title:	President

[Signature Page to First Amendment to Master Product Purchase Agreement]

ACTIVE\49362770.v2-5/30/17

APPENDIX B

Product Mix Parameters

Buyer acknowledges the need for a balanced Product sales mix output from Smart Sand’s facilities.  Therefore, the following shall serve as a benchmark Product volume mix for each month during the Term.    

Initial Tonnages

The following product mix shall apply commencing on the first day of Contract Year 1:

Product*	Minimum Monthly Volumes (Tons)
***	***
***	***
Total	***

*Subject to availability, as determined by Smart Sand in its sole discretion, Buyer may, in lieu of purchasing *** and ***, purchase *** and *** Products at prices mutually agreed to in writing by Buyer and Smart Sand.

Additional Tonnages

The following product mix shall apply commencing on the Additional Tonnage Commencement Date:

Product*	Minimum Monthly Volumes (Tons)
***	***
***	***
***	***
Total	***

*Subject to availability, as determined by Smart Sand in its sole discretion, Buyer may, in lieu of purchasing ***, *** and ***, purchase *** Products at prices mutually agreed to in writing by Buyer and Smart Sand.

Excess Capacity Tonnages

The following product mix shall apply commencing on the Excess Capacity Commencement Date (assuming the Additional Tonnage Commencement Date occurred prior to the Excess Capacity Commencement Date):

Product*	Minimum Monthly Volumes (Tons)
***	***
***	***
***	***
Total	***

*Subject to availability, as determined by Smart Sand in its sole discretion, Buyer may, in lieu of purchasing ***, *** and ***, purchase *** Products at prices mutually agreed to in writing by Buyer and Smart Sand.

ACTIVE\49362770.v2-5/30/17

Appendix B (continued)

Product Mix Parameters

The following product mix shall apply commencing on the Excess Capacity Commencement Date (assuming the Additional Tonnage Commencement Date has not occurred prior to the Excess Capacity Commencement Date):

Product*	Minimum Monthly Volumes (Tons)
***	***
***	***
Total	***

*Subject to availability, as determined by Smart Sand in its sole discretion, Buyer may, in lieu of purchasing *** and ***, purchase *** and *** Products at prices mutually agreed to in writing by Buyer and Smart Sand.

ACTIVE\49362770.v2-5/30/17

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO RAILCAR USAGE AGREEMENT

This First Amendment to Railcar Usage Agreement (the “Amendment”) is effective as of May 1, 2017 by and between Smart Sand, Inc., a Delaware corporation (“Smart Sand”), and Liberty Oilfield Services, LLC, a Delaware limited liability company (“Buyer”).

Recitals

Whereas, Smart Sand and Buyer have entered into a Railcar Usage Agreement, dated March 8, 2017 (the “Agreement”);

Whereas, Smart Sand and Buyer desire to amend the Agreement to modify certain terms set forth therein; and

Whereas, pursuant to Section 15.1 of the Agreement, the Agreement may not be changed or amended except by a writing executed by both parties.

Now, Therefore, in consideration of the foregoing recitals and the mutual promises set forth herein, sufficiency of which is acknowledged by the undersigned, Smart Sand and Buyer hereby agree as follows:

1.Amendment to the Agreement.  The Agreement shall be amended as follows:

1.1Section A of the recitals shall be deleted in its entirety and replaced with the following:

“A.Smart Sand has agreed to sell to Borrower frac sand pursuant to a Master Product Purchase Agreement, dated March 8, 2017, as subsequently amended on May 1, 2017 (as so amended, the “PPA”) (all capitalized terms contained herein that are not defined shall have the meanings ascribed to such terms in the PPA), which frac sand shall be shipped from Smart Sand’s facility via railcar.”

1.2Section B of the recitals shall be deleted in its entirety and replaced with the following:

“B.Smart Sand and Borrower desire to provide for the terms under which Smart Sand will dedicate to Borrower, and Borrower will use, *** railcars from Smart Sand’s fleet of railcars (and (i) *** additional railcars after the Additional Tonnage Commencement Date in connection with the delivery of the Additional Tons, and (ii) *** additional railcar after the Excess Capacity Commencement Date in connection with the delivery of the Excess Capacity Tons, in accordance with the PPA) during the period ending upon termination or expiration of the PPA.  Borrower understands that the dedicated railcars will be interchangeable in Smart Sand’s sole discretion.”

1.3Section 1.A. shall be deleted in its entirety and replaced with the following:

“A.  Borrower may use Smart Sand’s dedicated railcars solely for the purpose of shipping frac sand pursuant to the PPA from Smart Sand’s designated

ACTIVE\49362795.v2-5/30/17

sand mining and processing facilities (each, a “Facility” and collectively, the “Facilities”).  As consideration for the usage of railcars, during the Term, Borrower shall pay to Smart Sand $*** per ton of Products purchased or required to be purchased under the PPA; provided, however, that if Smart Sand determines in its sole discretion that $*** per ton is insufficient for railcar usage for shipping the Additional Tons or Excess Capacity Tons, Smart Sand and Buyer shall work in good faith to mutually agree on an increased per ton charge in connection with the Additional Tons and Excess Capacity Tons.”

2.General Provisions.

2.1Defined Terms.  Capitalized terms used and not defined herein shall have those definitions as set forth in the Agreement.

2.2Successors and Assigns.  The terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Amendment, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Amendment, except as expressly provided in this Amendment.

2.3Counterparts; Facsimile.  This Amendment may be executed and delivered by facsimile or pdf signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

2.4Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

2.5No Other Changes.  Except as expressly amended by this Amendment, all of the terms of the Agreement shall remain in full force and effect.

2.6Entire Agreement.  This Amendment, the Agreement and the agreements and documents referred to herein, together with all the Exhibits hereto and thereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Amendment, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

[Remainder of this page intentionally left blank]

2

ACTIVE\49362795.v2-5/30/17

In Witness Whereof, the parties hereto have executed this First Amendment to Railcar Usage Agreement as of the date first written above.

SMART SAND, iNC.

By:	/s/ Lee E. Beckelman
Name:	Lee E. Beckelman
Title:	Chief Financial Officer

LIBERTY OILFIELD SERVICES, LLC

By:	/s/ Ronald Gusek
Name:	Ronald Gusek
Title:	President

[Signature Page to First Amendment to Railcar Usage Agreement]

ACTIVE\49362795.v2-5/30/17

EX-31.1

Exhibit 31.1

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

I, Charles E. Young, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Smart Sand, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 10, 2017

 /s/ Charles E. Young

Charles E. Young, Chief Executive Officer

(Principal Executive Officer)

US-DOCS\74654904.1

EX-31.2

Exhibit 31.2

CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER

I, Lee E. Beckelman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Smart Sand, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5 The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 10, 2017

 /s/ Lee E. Beckelman

Lee E. Beckelman, Chief Financial Officer

(Principal Financial Officer)

US-DOCS\74654904.1

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Smart Sand, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles E. Young, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 10, 2017

 /s/ Charles E. Young

Charles E. Young, Chief Executive Officer

(Principle Executive Officer)

US-DOCS\74654904.1

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Smart Sand, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lee E. Beckelman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 10, 2017

 /s/ Lee E. Beckelman

Lee E. Beckelman, Chief Financial Officer

(Principle Financial Officer)

US-DOCS\74654904.1

EX-95.1

Exhibit 95.1

MINE SAFETY DISCLOSURES

The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).

Mine Safety Information

Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the U.S. mining operator must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, may be reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the mine as well as by the MSHA inspector(s) assigned.

Mine Safety Data

The following provides additional information about references used in the table below to describe the categories of violations, orders or citations issued by MSHA under the Mine Act:

• Section 104 S&S Citations: Citations received from MSHA under section 104 of the Mine Act for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard.

• Section 104(b) Orders: Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.

• Section 104(d) Citations and Orders: Citations and orders issued by MSHA under section 104(d) of the Mine Act for an unwarrantable failure to comply with mandatory health or safety standards.

• Section 110(b)(2) Violations: Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.

• Section 107(a) Orders: Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed.

Pattern or Potential Pattern of Violations

The following provides additional information about references used in the table below to describe elevated pattern of violation enforcement actions taken by MSHA under the Mine Act:

• Pattern of Violations: A pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under section 104(e) of the Mine Act.

• Potential Pattern of Violations: The potential to have a pattern of violations under section 104(e).

Pending Legal Actions

The following provides additional information of the types of proceedings brought before the Federal Mine Safety and Health Review Commission (FMSHRC):

• Contest Proceedings: A contest proceeding may be filed by an operator to challenge the issuance of a citation or order issued by MSHA.

• Civil Penalty Proceedings: A civil penalty proceeding may be filed by an operator to challenge a civil penalty MSHA has proposed for a violation contained in a citation or order. The Partnership does not institute civil penalty proceedings based solely on the assessment amount of proposed penalties. Any initiated adjudications address substantive matters of law and policy instituted on conditions that are alleged to be in violation of mandatory standards of the Mine Act.

• Discrimination Proceedings: Involves a miner’s allegation that he or she has suffered adverse employment action because he or she engaged in activity protected under the Mine Act, such as making a safety complaint. Also includes temporary reinstatement proceedings involving cases in which a miner has filed a complaint with MSHA stating that he or she has suffered discrimination and the miner has lost his or her position.

• Compensation Proceedings: A compensation proceeding may be filed by miners entitled to compensation when a mine is closed by certain closure orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due to miners idled by the orders.

• Temporary Relief: Applications for temporary relief are applications filed under section 105(b)(2) of the Mine Act for temporary relief from any modification or termination of any order.

• Appeals: An appeal may be filed by an operator to challenge judges’ decisions or orders to the Commission, including petitions for discretionary review and review by the Commission on its own motion.

For the Three Months Ended June 30, 2017:

Mine (1)	Oakdale, WI
Section 104 citations for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard (#)	4
Section 104(b) orders (#)	0
Section 104(d) citations and orders (#)	4
Section 110(b)(2) violations (#)	0
Section 107(a) orders (#)	1
Proposed assessments under MSHA (2)	$0.00
Mining-related fatalities (#)	0
Section 104(e) notice	No
Notice of the potential for a pattern of violations under Section 104(e)	No
Legal actions before the Federal Mine Safety and Health Review Commission (“FMSHRC”) initiated (#)	5
Legal actions before the FMSHRC resolved (#)	0
Legal actions pending before the FMSHRC, end of period:
Contests of citations and orders referenced in Subpart B of 29 CFR Part 2700 (#)	5
Contests of proposed penalties referenced in Subpart C of 29 CFR Part 2700 (#)	0
Complaints for compensation referenced in Subpart D of 29 CFR Part 2700 (#)	0
Complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part 2700 (#)	0
Applications for temporary relief referenced in Subpart F of 29 CFR Part 2700 (#)	0
Appeals of judges’ decisions or orders referenced in Subpart H of 29 CFR Part 2700 (#)	0
Total pending legal actions (#)	5

(1) The definition of mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools and minerals preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine. MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities such as preparation facilities. We are providing the information in the table by mine rather than MSHA identification number because that is how we manage and operate our mining business and we believe this presentation will be more useful to investors than providing information based on MSHA identification numbers.

(2) Represents the total dollar value of the proposed assessment from MSHA under the Mine Act pursuant to the citations and/or orders preceding such dollar value in the corresponding row.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 03, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Trading Symbol	SND
Entity Registrant Name	SMART SAND, INC.
Entity Central Index Key	0001529628
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		40,372,683

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 63,357	$ 46,563
Restricted cash	485	971
Accounts receivable	14,836	5,339
Unbilled receivables	128	404
Inventories	8,811	10,344
Prepaid expenses and other current assets	4,818	1,403
Total current assets	92,435	65,024
Inventories, long-term		3,155
Property, plant and equipment, net	111,077	104,096
Deferred financing costs, net	1,125	1,154
Other assets	23	23
Total assets	204,660	173,452
Current liabilities:
Accounts payable	3,898	1,663
Accrued and other expenses	8,281	2,430
Deferred revenue	5	1,615
Income taxes payable		7,058
Current portion of equipment financing obligations	285	674
Current portion of notes payable		282
Total current liabilities	12,469	13,722
Equipment financing obligations, net of current portion	432	572
Notes payable, net of current portion	288	288
Deferred tax liabilities, long-term, net	19,202	15,044
Asset retirement obligation	1,425	1,384
Total liabilities	33,816	31,010
Commitments and contingencies (Note 20)
Stockholders’ equity
Common stock, $0.001 par value, 350,000,000 shares authorized; 40,453,735 issued and 40,372,683 outstanding at June 30, 2017; 38,884,068 issued and 38,816,474 outstanding at December 31, 2016	40	39
Treasury stock, at cost, 81,052 and 67,594 shares at June 30, 2017 and December 31, 2016, respectively	(666)	(539)
Additional paid-in capital	157,807	132,879
Retained earnings	13,663	10,063
Total stockholders’ equity	170,844	142,442
Total liabilities and stockholders’ equity	$ 204,660	$ 173,452

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2017	Dec. 31, 2016
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	350,000,000	350,000,000
Common stock, shares issued	40,453,735	38,884,068
Common stock, shares outstanding	40,372,683	38,816,474
Treasury stock, shares	81,052	67,594

XML

CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Statement [Abstract]
Revenues	$ 29,787	$ 8,494	$ 54,847	$ 18,853
Cost of goods sold	21,407	6,532	41,063	11,869
Gross profit	8,380	1,962	13,784	6,984
Operating expenses:
Salaries, benefits and payroll taxes	2,167	1,111	3,864	2,295
Depreciation and amortization	120	52	229	181
Selling, general and administrative	2,283	1,051	4,317	1,926
Total operating expenses	4,570	2,214	8,410	4,402
Operating income (loss)	3,810	(252)	5,374	2,582
Other income (expenses):
Preferred stock interest expense		(1,623)		(3,123)
Other interest expense, net	(115)	(876)	(226)	(1,671)
Other income	83	109	120	189
Total other income (expenses), net	(32)	(2,390)	(106)	(4,605)
Income (loss) before income tax (benefit) expense	3,778	(2,642)	5,268	(2,023)
Income tax (benefit) expense	1,154	(294)	1,668	(56)
Net income (loss)	$ 2,624	$ (2,348)	$ 3,600	$ (1,967)
Net income (loss) per common share:
Basic	$ 0.07	$ (0.11)	$ 0.09	$ (0.09)
Diluted	$ 0.06	$ (0.11)	$ 0.09	$ (0.09)
Weighted-average number of common shares:
Basic	40,347	22,145	40,024	22,169
Diluted	40,453	22,145	40,167	22,169

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Earnings
Beginning balance at Dec. 31, 2016	$ 142,442	$ 39	$ (539)	$ 132,879	$ 10,063
Beginning balance, shares at Dec. 31, 2016		38,816,474	67,594
Vesting of restricted stock, shares		69,667
Stock-based compensation	760			760
Proceeds from equity issuance, net of transaction costs	24,169	$ 1		24,168
Proceeds from equity issuance, net of transaction costs, shares		1,500,000
Restricted stock buy back	(127)		$ (127)
Restricted stock buy back, shares		(13,458)	13,458
Net income	3,600				3,600
Ending balance at Jun. 30, 2017	$ 170,844	$ 40	$ (666)	$ 157,807	$ 13,663
Ending balance, shares at Jun. 30, 2017		40,372,683	81,052

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Operating activities:
Net income (loss)	$ 3,600	$ (1,967)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, depletion and accretion of asset retirement obligation	3,412	3,227
Loss (gain) on disposal of assets	157	(30)
Loss on derivatives		5
Bad debt expense		119
Amortization of deferred financing cost	222	80
Accretion of debt discount		159
Deferred income taxes (benefit)	4,158	(3,568)
Stock-based compensation, net	760	420
Non-cash interest expense on Series A preferred stock		3,123
Changes in assets and liabilities:
Accounts receivable	(9,497)	3,309
Unbilled receivables	276
Inventories	4,688	408
Prepaid expenses and other assets	(3,415)	667
Deferred revenue	(1,610)	(904)
Accounts payable	13	(240)
Accrued and other expenses	4,959	(1,163)
Income taxes payable	(7,058)	2,425
Net cash provided by operating activities	665	6,070
Investing activities:
Purchases of property, plant and equipment	(7,729)	(761)
Proceeds from disposal of assets	14	71
Net cash used in investing activities	(7,715)	(690)
Financing activities:
Repayments of notes payable	(282)	(938)
Payments under equipment financing obligations	(208)	(198)
Payment of deferred financing costs	(193)	1
Proceeds from equity issuance	26,251
Payment of equity transaction costs	(2,083)
Repayment of revolving credit facility		(6,216)
Cash dividend on Series A preferred stock		(2)
Purchase of treasury stock	(127)	(55)
Net cash provided by (used) in financing activities	23,358	(7,408)
Net increase (decrease) in cash, cash equivalents and restricted cash	16,308	(2,028)
Cash and cash equivalents and restricted cash at beginning of year	47,534	3,896
Cash and cash equivalents and restricted cash at end of year	63,842	1,868
Supplemental disclosure of cash flow information
Cash paid for interest	94	1,772
Cash paid for taxes	7,596	76
Non-cash financing activities:
Capitalized expenditures in accounts payable and accrued expenses	$ 3,006	$ 987

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Organization and Nature of Business

6 Months Ended

Jun. 30, 2017

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Nature of Business

1. Organization and Nature of Business

Smart Sand, Inc. and its subsidiaries (collectively, the “Company”) are headquartered in The Woodlands, Texas. Smart Sand, Inc. was incorporated in July 2011.The Company is engaged in the excavation, processing and sale of industrial sand, or proppant, for use in hydraulic fracturing operations for the oil and gas industry. The Company completed construction of the first phase of its primary facility in Oakdale, Wisconsin and commenced operations in July 2012, subsequently expanded its operations in 2014 and 2015 and is currently expanding its operations from 3.3 million of annual processing capacity to 5.5 million tons of annual processing capacity. This expansion is anticipated to be completed early in 2018.

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Basis of Presentation

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

2. Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements (“interim statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), issued by the SEC. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. The consolidated balance sheet as of December 31, 2016 was derived from the audited consolidated financial statements as of and for the year ended December 31, 2016. These interim statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2016.

On November 9, 2016, in connection with its Initial Public Offering (“IPO”), the Company’s Second Amended and Restated Certificate of Incorporation became effective to provide for a stock split of all issued and outstanding shares of common stock at a ratio of 2,200 for 1 (the “Stock Split”) and increased the authorized number of shares of common stock to 350,000 shares. Owners of fractional shares outstanding after the Stock Split were paid cash for such fractional interests. The effective date of the Stock Split was November 9, 2016. All common stock share amounts disclosed in this Form 10-Q reflect the Stock Split.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include, but are not limited to, the sand reserves and its impact on calculating the depletion expense under the units-of-production method; the depreciation associated with property and equipment, impairment considerations of those assets; estimated cost of future asset retirement obligations; stock-based compensation; recoverability of deferred tax assets; inventory reserve; collectability of receivables and certain liabilities. Actual results could differ from management’s best estimates as additional information or actual results become available in the future, and those differences could be material.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price charged is fixed or determinable, collectability is reasonably assured, and the risk of loss is transferred to the customer. The Company’s sales are generally free carrier (“FCA”), payment made at the origination point at the Company’s facility, title passes as the product is loaded into rail cars hired by the customer, and revenue is recognized when title transfers at the Company’s facility. Certain spot-rate customers have shipping terms of FCA, payment made at the destination; the Company recognizes this revenue when the sand is received at the destination.

The Company derives its revenue by mining and processing sand that its customers purchase. Its revenues are primarily a function of the price per ton realized and the volumes sold. In some instances, the Company’s revenues also include transportation costs it charges its customers, a monthly charge to reserve sand capacity and shortfall payments due from customers for minimum volume commitments. The Company’s transportation revenue fluctuates based on a number of factors, including the volume of product it transports and the distance between its plant and customers. The Company’s reservation and shortfall revenues are based on negotiated contract terms and are recognized when rights of use are expired.

The Company sells a limited amount of its products under short term price agreements or at prevailing market rates. The majority of the Company’s revenues are realized through take-or-pay supply agreements with five customers. The expiration dates of these contracts range from 2019 through 2020. These agreements define, among other commitments, the volume of product that its customers must purchase, the volume of product that the Company must provide, and the price that the Company will charge and that its customers will pay for each ton of contracted product. Prices under these agreements are generally indexed to the Average Cushing Oklahoma WTI Spot Prices and contain provisions allowing for adjustments including: (i) annual percentage price increases; or (ii) market factor increases, including a natural gas surcharge and a propane surcharge which are applied if the Average Natural Gas Price or the Average Quarterly Mont Belvieu TX Propane Spot Price, respectively, as listed by the U.S. Energy Information Administration, are above the benchmark set in the contract for the preceding calendar quarter. As a result, the Company’s realized prices may not grow at rates consistent with broader industry pricing. For example, during periods of rapid price growth, its realized prices may grow more slowly than those of competitors, and during periods of price decline, its realized prices may outperform industry averages. With respect to the take-or-pay arrangements, if the customer is not allowed to make up deficiencies, the Company recognizes revenues of the minimum contracted quantity and minimum contract price, assuming payment has been received or is reasonably assured. If deficiencies can be made up, amounts billed and collected in excess of actual sales are recognized as deferred revenues until production is actually taken by the customer or the right to make up deficiencies expires. These agreements generally provide that, if the Company is unable to deliver the contracted minimum volumes, the customer has the right to purchase replacement product from alternative sources, provided that the inability to supply is not the result of an excusable delay, as defined in these agreements. In the event that the price of the replacement product exceeds the contract price and the inability to supply the contracted minimum volume is not the result of an excusable delay, the Company is responsible for the difference.

The Company also recognizes revenue on the rental of its leased rail car fleet to customers either under long-term contracts or on an as-used basis. For the three months ended June 30, 2017 and 2016, the Company recognized $1,900 and $1,389, respectively, of rail car revenue. For the six months ended June 30, 2017 and 2016, the Company recognized $3,583 and $2,942, respectively, of rail car revenue.

For the three months ended June 30, 2017 and 2016, the Company recognized $74 and $0, respectively, of revenue for shortfall payments relating to minimum commitments under take-or-pay contracts. For the six months ended June 30, 2017 and 2016, the Company recognized $74 and $2,997, respectively, of revenue for shortfall payments relating to minimum commitments under take-or-pay contracts.  

For the three months ended June 30, 2017 and 2016, the Company recognized $7,500 and $2,772, respectively, of monthly reservation charges required under certain customer contracts. For the six months ended June 30, 2017 and 2016, the Company recognized $15,000 and $5,541, respectively, of monthly reservation charges required under certain customer contracts.

Revenue generated from transportation was $11,018 and $121, respectively, for the three months ended June 30, 2017 and 2016. Revenue generated from transportation was $17,622 and $121, respectively, for the six months ended June 30, 2017 and 2016.

At June 30, 2017 and December 31, 2016, the Company determined that no amounts related to minimum commitments under customer contracts were due or payable to the Company.

Accounts Receivable and Unbilled Receivables

Accounts receivable represents customer transactions that have been invoiced as of the balance sheet date; unbilled receivables represent customer transactions that have not yet been invoiced as of the balance sheet date. Accounts receivable are due within 30, or in accordance with terms agreed upon with customers, and are stated at amounts due from customers net of any allowance for doubtful accounts. The Company considers accounts outstanding longer than the payment terms are past due. The Company determines the allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, the customer’s current ability to pay its obligation, and the condition of the general economy and the industry as a whole. Accounts receivables are written off when they are deemed uncollectible, and payments subsequently received on such receivables are credited to bad debt expense. As of June 30, 2017 and December 31, 2016, the Company determined no allowance for doubtful accounts were necessary.

Deferred Revenue

The Company receives advance payments from certain customers in order to secure and procure a reliable provision and delivery of product. The Company classifies such advances as current or noncurrent liabilities depending upon the anticipated timing of delivery of the supplied product. Revenue is recognized upon the delivery of the product.

The Company may receive an advance payment from a customer, based on the terms of the customer’s long-term contract, for a certain volume of product to be delivered. Revenue is recognized as product is delivered and the deferred revenue is reduced. The deferred revenue balance at June 30, 2017 and December 31, 2016 was $5 and $1,615, respectively, and classified as a current liability in the accompanying condensed consolidated balance sheets.

Transportation

Transportation costs are classified as cost of goods sold. Transportation costs consist of railway transportation and transload costs to deliver products to customers. Cost of sales generated from shipping was $10,852 and $157 for three months ended June 30, 2017 and 2016, respectively. Cost of sales generated from shipping was $18,154 and $157 for the six months ended June 30, 2017 and 2016, respectively.

Inventories

The Company’s sand inventory consists of raw material (sand that has been excavated but not processed), work-in-progress (sand that has undergone some but not all processing) and finished goods (sand that has been completely processed and is ready for sale). The spare parts inventory consists of critical spare parts.

Sand inventory is stated at the lower of cost or net realizable value using the average cost method. For the three and six months ended June 30, 2017 and 2016, the Company had no write-down of inventory as a result of any lower of cost or net realizable value assessment. Costs applied to the inventory include direct excavation costs, processing costs, overhead allocation, depreciation and depletion. Stockpile tonnages are calculated by measuring the number of tons added and removed from the stockpile. Costs are calculated on a per ton basis and are applied to the stockpiles based on the number of tons in the stockpile. The Company performs quarterly physical inventory measurements to verify the quantity of inventory on hand. Due to variation in sand density and moisture content and production processes utilized to manufacture the Company’s products, physical inventories will not necessarily detect all variances. To mitigate this risk, the Company recognizes a yield adjustment on its inventories.

Spare parts inventory is accounted for on a first-in, first-out basis at the lower of cost or net realizable value.

Deferred Financing Charges

Direct costs incurred in connection with the revolving credit facility have been capitalized and are being amortized using the straight-line method, which approximates the effective interest method, over the life of the debt. Fees attributable to the lender and third parties are presented as components of deferred financing costs since there is no outstanding balance on the revolving credit facility as of June 30, 2017 and December 31, 2016.

Amortization expense of the deferred financing charges of $117 and $43 is included in interest expense for each of the three months ended June 30, 2017 and 2016, respectively. Amortization expense of the deferred financing charges of $222 and $80 is included in interest expense for each of the six months ended June 30, 2017 and 2016, respectively.

Accretion of debt discount costs of $0 and $85 is included in interest expense for the three months ended June 30, 2017 and 2016, respectively. Accretion of debt discount costs of $0 and $159 is included in interest expense for the six months ended June 30, 2017 and 2016, respectively.

Financial Instruments

The carrying value of the Company’s financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximates their fair value due to the short maturity of such instruments. Financial instruments also consist of debt for which fair value approximates carrying values as the debt bears interest at a variable rate which is reflective of current rates otherwise available to the Company. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Costs related to researching, surveying, drilling, and related activities are recorded at cost and capitalized once a determination has been made that the Company’s property has proven and probable reserves. Capitalized mining costs are depleted using the units-of-production method. Construction in progress is primarily comprised of machinery and equipment which has not been placed in service and is not depreciated until the related assets or improvements are ready to be placed in service. Depreciation is calculated using the straight-line method over the estimated useful lives of the property, plant and equipment, which are:

	Years
Land improvements	10
Plant and buildings	5-15
Real estate properties	10-40
Rail spur	30
Vehicles	3-5
Machinery, equipment and tooling	3-15
Furniture and fixtures	3-10
Deferred mining costs	3

Expenditures for maintenance and repairs are charged against income as incurred; betterments that increase the value or materially extend the life of the related assets are capitalized. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is recognized in the consolidated income statements.

Fair Value Measurements

The Company’s financial assets and liabilities are to be measured using inputs from the three levels of the fair value hierarchy, of which the first two are considered observable and the last unobservable, which are as follows:

• Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

• Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs corroborated by observable market data for substantially the full term of the assets or liabilities; and

• Level 3—Unobservable inputs that reflect the Company’s assumptions that market participants would use in pricing assets or liabilities based on the best information available.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with the provisions of Accounting Standards Codification (“ASC”) - 718, Compensation—Stock Compensation (“ASC 718”), which requires the recognition of expense related to the fair value of stock-based compensation awards in the Income Statements.

For restricted stock issued to employees and members of the board of directors of the Company (the “Board”) for their services on the Board, the Company estimates the grant date fair value of each share of restricted stock at issuance. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of restricted stock on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are accounted for when incurred. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the straight-line recognition method when it is probable that the performance condition will be achieved. For awards subject to the Company’s performance as compared to a defined peer group, the Company recognizes stock-based compensation expense over the requisite service period; grant date fair value is determined using a Monte Carlo simulation. Share-based payments issued to persons other than employees and members of the Board are recorded at their fair values and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity.

Prior to the Company’s initial public offering, the grant date fair value was calculated based on a weighted analysis of (i) publicly traded companies in a similar line of business to the Company (market comparable method)—Level 2 inputs, and (ii) discounted cash flows of the Company—Level 3 inputs. Once the Company’s shares became publicly traded on November 4, 2016, the Company began to use the actual market price of its shares as the grant date fair value for restricted stock awards issued to employees and members of the Board.

Income Taxes

The Company applies the provisions of ASC Topic 740, Income Taxes (“ASC 740”), which principally utilizes a balance sheet approach to provide for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of net operating loss carryforwards and temporary differences between the carrying amounts and the tax bases of assets and liabilities.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The impact of an uncertain income tax position on the income tax returns must be recognized at the largest amount that is more-likely-than-not to be required to be recognized upon audit by the relevant taxing authority. This standard also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition issues with respect to tax positions. The Company includes interest and penalties as a component of income tax expense in the consolidated statement of operations. For the periods presented, no interest and penalties were recorded.

Environmental Matters

The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. Management has established procedures for the ongoing evaluation of the Company’s operations, to identify potential environmental exposures and to comply with regulatory policies and procedures. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and do not contribute to current or future revenue generation are expensed as incurred. Liabilities are recorded when environmental costs are probable, and the costs can be reasonably estimated. The Company maintains insurance which may cover in whole or in part certain environmental expenditures. As of June 30, 2017 and December 31, 2016, there were no probable environmental matters.

Comprehensive Income

Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income was equal to net income for all periods presented.

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment. All long-lived assets of the Company reside in the United States.

Basic and Diluted Net Income (Loss) Per Share of Common Stock

Basic net income (loss) per share of common stock is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of Series A Preferred Stock, warrants to purchase common stock and restricted stock. Diluted net income (loss) per share of common stock is computed by dividing the net income (loss) attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of Series A Preferred Stock and warrants to purchase common stock, and restricted stock outstanding during the period calculated in accordance with the treasury stock method, although these shares, restricted stock and warrants are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during the periods of net loss, there was no difference between basic and dilute net loss per share of common stock for the three and six months ended June 30, 2016. During the fourth quarter of 2016, the Series A Preferred Stock was fully redeemed and the warrants to purchase common stock were fully exercised. Therefore, for the three and six months ended June 30, 2017, these items have no impact on diluted weighted-average common stock. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic net income (loss) per share to the weighted average common shares outstanding used in the calculation of diluted net income (loss) per share:

	Three Months Ended		Six Months Ended
	June 30, 2017		June 30, 2017
Determination of Shares
Weighted average common shares outstanding		40,347		40,024
Assumed conversion of restricted stock		106		143
Diluted weighted average common stock outstanding		40,453		40,167

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The guidance is effective for the Company beginning after December 15, 2017, although early adoption is permitted. The Company is currently evaluating the effects of ASU 2016-15 on its consolidated financial statements.

In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). The amendments in ASU 2016-12 provide clarifying guidance in certain narrow areas and add some practical expedients. Specifically, the amendments in this update (1) clarify the objective of the collectability criterion in step 1, and provides additional clarification for when to recognize revenue for a contract that fails step 1, (2) permit an entity, as an accounting policy election, to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price (3) specify that the measurement date for noncash consideration is contract inception, and clarifies that the variable consideration guidance applies only to variability resulting from reasons other than the form of the consideration, (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations, (5) clarifies that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application. Further, accounting for elements of a contract that do not affect revenue under legacy GAAP are irrelevant to the assessment of whether a contract is complete. In addition, the amendments permit an entity to apply the modified retrospective transition method either to all contracts or only to contracts that are not completed contracts, and (6) clarifies that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. However, an entity is still required to disclose the effect of the changes on any prior periods retrospectively adjusted. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. Although the Company is still in the process of assessing the impact of the adoption of ASU 2016-12, it does not currently anticipate a material impact on its financial statements.

In May 2016, the FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)” (“ASU 2016-11”): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. Although the Company is still in the process of assessing the impact of the adoption of ASU 2016-11, it does not currently anticipate a material impact on its financial statements.

In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. Although the Company is still in the process of assessing the impact of the adoption of ASU 2016-10, it does not currently anticipate a material impact on its financial statements.

In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Stock Compensation (ASC 718) – Improvements to Employee Share-Based Payment Accounting”, which is intended to simplify the tax accounting impacts of stock compensation. Additionally, the new standard provides accounting policy elections regarding vesting and forfeiture accounting. The new standard is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company elected to early adopt this standard in its December 31, 2016 consolidated financial statements. The Company accounts for forfeitures when they occur.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (ASC 842)” (“ASU 2016-02”), which replaces the existing guidance in ASC 840, “Leases.” ASC 842 requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right of use assets. The new lease standard does not substantially change lessor accounting. The new standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 for public companies. Early adoption is only permitted as of annual reporting periods beginning after December 15, 2016. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its consolidated financial statements nor decided upon the method of adoption. Although the Company is still in the process of assessing the impact of the adoption of ASU 2014-09, it does not currently anticipate a material impact on its financial statements.

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Cash, Cash Equivalents and Restricted Cash

6 Months Ended

Jun. 30, 2017

Cash And Cash Equivalents [Abstract]

Cash, Cash Equivalents and Restricted Cash

4. Cash, Cash Equivalents and Restricted Cash

Cash

The Company considers all highly liquid money market instruments to be cash equivalents.Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits of $250 at each financial institution. The Company has not experienced any losses related to these balances.

Restricted Cash

Restricted cash represents cash held as collateral relating to an outstanding short-term bond assuring performance under an agreement with a pipeline common carrier.

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Inventories

6 Months Ended

Jun. 30, 2017

Inventory Disclosure [Abstract]

Inventories

5. Inventories

Inventories consisted of the following: 

	June 30, 2017		December 31, 2016
Raw material	$	359	$	229
Work in progress		7,812		12,758
Finished goods		585		451
Spare parts		55		61
Total inventory		8,811		13,499
Less: current portion		8,811		10,344
Total inventory, net of current portion	$	-	$	3,155

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Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2017

Text Block [Abstract]

Prepaid Expenses and Other Current Assets

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets were comprised of the following:

	June 30, 2017		December 31, 2016
Prepaid insurance	$	338	$	514
Prepaid expenses		1,001		861
Prepaid income taxes		2,986		-
Other receivables		493		28
Total prepaid expenses and other current assets	$	4,818	$	1,403

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Property, Plant and Equipment, net

6 Months Ended

Jun. 30, 2017

Property Plant And Equipment [Abstract]

Property, Plant and Equipment, net

7. Property, Plant and Equipment, net

Net property, plant and equipment consisted of:

	June 30, 2017		December 31, 2016
Machinery, equipment and tooling	$	4,995	$	4,841
Vehicles		1,329		953
Furniture and fixtures		312		305
Plant and building		64,439		64,390
Real estate properties		3,607		3,503
Railroad and sidings		7,939		7,927
Land and improvements		13,338		13,317
Asset retirement obligation		1,324		1,324
Mineral properties		9,785		9,785
Deferred mining costs		417		417
Construction in progress		26,057		16,715
		133,542		123,477
Less: accumulated depreciation and depletion		22,465		19,381
Total property, plant and equipment, net	$	111,077	$	104,096

Depreciation expense was $1,688 and $1,569 for the three months and $3,350 and $3,172 for the six months ended June 30, 2017 and 2016, respectively. Depletion expense was $5 and $5 for the three months and $10 and $1 for the six months ended June 30, 2017 and 2016, respectively.

The Company capitalized no interest expense associated with the construction of new plant and equipment for the three months ended June 30, 2017 and 2016. The Company capitalized $0 and $139 for the six months ended June 30, 2017 and 2016, respectively, of interest expense associated with the construction of new plant and equipment.

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Accrued and Other Expenses

6 Months Ended

Jun. 30, 2017

Payables And Accruals [Abstract]

Accrued and Other Expenses

8. Accrued and Other Expenses

Accrued and other expenses were comprised of the following:

	June 30, 2017		December 31, 2016
Employee related expenses	$	1,445	$	955
Accrued construction		774		19
Accrued legal expenses		18		22
Accrued professional fees		991		350
Accrued freight and delivery charges		3,802		383
Accrued revolving credit facility interest		43		-
Derivative liability		-		-
Other accrued liabilities		1,208		701
Total accrued liabilities	$	8,281	$	2,430

From time to time, the Company enters into fixed-price purchase obligations to purchase propane or natural gas (which are used in its production operations). The contracts specify the quantity of propane or natural gas to be delivered over a specified period of time and at a specified fixed price. The Company has historically concluded that these obligations are precluded from recognition in its consolidated financial statements in accordance with the normal sales and normal purchases exclusion as provided in ASC 815 “Derivatives and Hedging”. However, as the Company did not take physical delivery under a fixed-price propane agreement entered into during 2015, the Company accounted for this agreement under derivative accounting. As of December 31, 2015, the liability for this agreement was marked to market and was settled in February 2016 for $460. The settlement is presented as part of the change in accrued and other expenses in operating activities on the condensed consolidated statement of cash flows.

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Credit Facilities

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Credit Facilities

9. Credit Facilities

Below is a description of the Company’s former and existing revolving credit facilities and other financing arrangements.

Former Revolving Credit Agreement

On March 28, 2014, the Company entered into a $72.5 million revolving credit and security agreement (“Credit Agreement”) with PNC Bank, National Association, as administrative agent and collateral agent. The revolving credit facility under the Credit Agreement had a maturity date of March 28, 2019. On November 9, 2016, the former revolving credit facility was paid in full and terminated using a portion of the proceeds from the IPO.  

As of June 30, 2017 and December 31, 2016, $0 and $80, respectively, of interest expense were capitalized into property, plant and equipment in the consolidated balance sheets.

Existing Revolving Credit Facility

On December 8, 2016, the Company entered into a $45 million three-year senior secured Revolving Credit Facility (the “Facility”) with Jefferies Finance LLC as administrative and collateral agent. Substantially all of the assets of the Company are pledged as collateral under the Facility. The Facility expires on December 8, 2019.

The Facility contains various reporting requirements, negative covenants, restrictive provisions and requires maintenance of financial covenants, including a fixed charge coverage ratio and a leverage ratio (each as defined in the New Credit Agreement). As of June 30, 2017, no amounts were outstanding under the Facility and the Company was in compliance with all covenants.

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Equipment Lease Obligations

6 Months Ended

Jun. 30, 2017

Leases [Abstract]

Equipment Lease Obligations

10. Equipment Lease Obligations

The Company entered into various lease arrangements to lease equipment. The equipment with a cost of $1,484 and $2,853 has been capitalized and included in the Company’s property, plant and equipment as of June 30, 2017 and December 31, 2016, respectively. Depreciation expense under lease assets was approximately $73 for each of the three months and $146 for each of the six months ended June 30, 2017 and 2016, respectively.

Future minimum lease payments for equipment lease obligations as of June 30, 2017 are as follows:

	Amount
2018	$	315
2019		435
Total minimum lease payments		750
Amount representing interest at 0% - 4.95%		(33	)
Present value of payments		717
Less: current portion		(285	)
Total equipment financing obligations, net of current portion	$	432

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Notes Payable

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Notes Payable

11. Notes Payable

The Company financed certain land purchases by entering into various debt agreements. The interest rate on these notes is 4.00%. Aggregate maturities of notes payable as of June 30, 2017 are as follows:

	Amount
2018	$	-
2019		288
Total		288
Less: current portion		-
Total notes payable, net current portion	$	288

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Asset Retirement Obligation

6 Months Ended

Jun. 30, 2017

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

12. Asset Retirement Obligation

The Company had a post-closure reclamation and site restoration obligation of $1,425 as of June 30, 2017. The following is a reconciliation of the total reclamation liability for asset retirement obligations:

Balance at December 31, 2016	$	1,384
Additions to liabilities		-
Accretion expenses		41
Balance at June 30, 2017	$	1,425

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Mandatorily Redeemable Series A Preferred Stock

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Mandatorily Redeemable Series A Preferred Stock

13. Mandatorily Redeemable Series A Preferred Stock

On September 13, 2011, the Company entered into a financing agreement with an investor (the “Series A Investor”). The agreement provided for the sale of Series A Preferred Stock (“Series A Preferred Stock”) to the Series A Investor in multiple tranches. As part of this agreement, the Series A Investor received 22 shares of Series A Preferred Stock with an issuance price of $1,000 per share as well as 14,300 shares of common stock in exchange for gross proceeds of $22,000 in September 2011. The second tranche of 26 shares of Series A Preferred Stock was issued in January 2012, in exchange for gross proceeds of $26,000.

Dividends accrued and accumulated on the Series A Preferred Stock, whether or not earned or declared, at the rate of 15% per annum and compound quarterly on April 1, July 1, October 1 and January 1. Dividends were paid in-kind with additional Series A Preferred Stock; fractional share portions of calculated dividends were paid in cash. In-kind dividends were accounted for as interest expense and were accrued as part of the long-term liability in the consolidated balance sheets. The Company issued $0 and $2,714 Series A Preferred Stock for dividends in the six months ended June 30, 2017 and 2016, respectively. For the three months ended June 30, 2017 and 2016, the Company incurred $0 and $1,623 of interest expense related to the Preferred Shares, respectively. For the six months ended June 30, 2017 and 2016, the Company incurred $0 and $3,182 of interest expense related to the Series A Preferred Stock, respectively.  Of this expense, $0 and $59 were capitalized into property, plant and equipment in the consolidated balance sheets as of June 30, 2017 and December 31, 2016, respectively.

On November 9, 2016, the Series A Preferred Stock was fully redeemed at a total redemption value of $40,329 using a portion of the proceeds from the IPO.

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Common Stock

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Common Stock

14. Common Stock

As disclosed in Note 2 – Basis of Presentation, on November 9, 2016, the Second Amended and Restated Certificate of Incorporation of the Company became effective and, among other things:

• provided for a 2,200 for 1 stock split;

• increased the authorized number of shares of common stock to 350,000  shares;

• authorized 10,000 shares of undesignated preferred stock that may be used from time to time by the Company’s board of directors in one or more series.

On November 9, 2016, the Company consummated the IPO of 11,700 shares of common stock at a price of $11.00 per share, generating net proceeds of $121.0 million after underwriting discounts and expenses. The Company used a portion of the net proceeds from the IPO to redeem all of its outstanding Series A Preferred Stock and to repay the outstanding indebtedness under its former revolving credit facility. On November 23, 2016, the underwriters exercised in full their option to purchase additional shares of common stock from the Company and the Selling Shareholders. On November 29, 2016, the Company consummated the sale of 878 shares of common stock to the underwriters pursuant to the underwriters’ exercise of their over-allotment option at a price of $11.00 per share, generating proceeds of $9.7 million before underwriting discounts and expenses. The Company received no proceeds from the sale of common stock to the underwriters by the Selling Stockholders. The Company intends to use the net proceeds of the IPO for general corporate purposes.

On February 1, 2017, the Company entered into an Underwriting Agreement providing for the offer and sale of 1,500 shares of common stock at a price of $17.50 per share, generating net proceeds to the Company of approximately $24.2 million after underwriting discounts and expenses. The Company intends to use the net proceeds from this offering for current capital projects and general corporate services. The offering closed on February 7, 2017. Additionally, the Selling Shareholders sold 4,450 shares of common stock at a price of $17.50 per share. The Company received no proceeds from the sale of common stock by the Selling Shareholders. The Selling Shareholders granted the underwriters an option for a period of 30 days to purchase up to an additional 893 shares of common stock. On February 10, 2017, the underwriters exercised in full their option to purchase additional shares of common stock from the Selling Shareholders. The Company received no proceeds from the sale of common stock to the underwriters by the Selling Shareholders.

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Warrants

6 Months Ended

Jun. 30, 2017

Text Block [Abstract]

Warrants

15. Warrants

Contemporaneous with the financing transaction in 2011 described in Note 13, the Company issued certain management stockholders warrants to purchase 3,999 shares of common stock for a purchase price of $0.0045 per share. The warrants were exercisable upon the achievement of certain triggering events, as defined in the warrant agreements. On December 2, 2016, a triggering event, as defined in the warrant agreement, had been achieved and all warrants were fully exercised.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2017

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

16. Stock-Based Compensation

In May 2012, the Board approved the 2012 Equity Incentive Plan (“2012 Plan”), which provides for the issuance of Awards (as defined in the 2012 Plan) of up to a maximum of 440 shares of the Company’s common stock to employees, non-employee members of the Board, and consultants of the Company. During 2014, the 2012 Plan was amended to provide for the issuance of Awards of up to 880 shares of the Company’s common stock. The awards can be issued in the form of incentive stock options, non-qualified stock options or restricted stock, and have expiration dates of 5 or 10 years after issuance, depending on whether the recipient already holds above 10% of the voting power of all classes of the Company’s shares. The exercise price will be based on the fair market value of the share on the date of issuance; vesting periods will be determined by the board upon issuance of the Award. Subsequent to the Company’s initial public offering, no additional Awards were made under the 2012 Plan.

In November 2016, in connection with its initial public offering, the Company adopted the 2016 Omnibus Incentive Plan (“2016 Plan”) which provides for the issuance of Awards (as defined in the 2016 Plan) of up to a maximum of 3,911 shares of the Company’s common stock to employees, non-employee members of the board and consultants of the Company. Together the 2012 Plan and the 2016 Plan are referenced to as the Plans.

During the six months ended June 30, 2017 and 2016, 336 and 73 shares of restricted stock were issued under the Plans, respectively. The grant date fair value per share of all the outstanding restricted stock was $3.03 - $19.00. The shares vest over one to five years from their respective grant dates. For Awards issued under the 2016 Plan, the grant date fair value was the either the actual market price of the Company’s shares or an adjusted price using a Monte Carlo simulation for awards subject to the Company’s performance as compared to a defined peer group. For Awards issued under the 2012 Plan, the grant date fair value was calculated based on a weighted analysis of (i) publicly-traded companies in a similar line of business to the Company (market comparable method)—Level 2 inputs, and (ii) discounted cash flows of the Company—Level 3 inputs. The Company recognized, in operating expenses on the consolidated income statements, $585 and $231 of compensation expense for the restricted stock during the three months ended June 30, 2017 and 2016, respectively. The Company recognized, in operating expenses on the consolidated income statements, $760 and $420 of compensation expense for the restricted stock during the six months ended June 30, 2017 and 2016, respectively. At June 30, 2017, the Company had unrecognized compensation expense of $5,369 related to granted but unvested stock awards. That expense is to be recognized as follows:  

2018	$	2,240
2019		1,617
2020		1,023
2021		489
	$	5,369

The following table summarizes restricted stock activity under the Plans from December 31, 2016 through June 30, 2017:

	Number of Shares			Weighted Average
Unvested, December 31, 2016		273		$	7.35
Granted		336			14.96
Vested		(70	)		(8.00	)
Forfeiture		-			-
Unvested June 30, 2017		539		$	13.27

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Income Taxes

6 Months Ended

Jun. 30, 2017

Income Tax Disclosure [Abstract]

Income Taxes

17. Income Taxes

The Company calculates its interim income tax provision in accordance with ASC 740. At the end of each interim period, the Company makes an estimate of the annual expected effective tax rate and applies that rate to its ordinary year to date earnings or loss. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the interim period in which the change occurs.

For the three months ended June 30, 2017 and 2016, the Company’s statutory rate was 35.0%; the effective tax rate was approximately 30.5% and 11.1%, respectively, based on the statutory federal rate net of discrete federal and state taxes. The computation of the effective tax rate includes modifications from the statutory rate such as share-based compensation, domestic manufacturing deduction, and state income tax credits among others. The difference in the effective tax rate was primarily non-deductible interest expense incurred during the three months ended June 30, 2016.

For the six months ended June 30, 2017 and 2016, the Company’s statutory rate was 35.0%; the effective tax rate was approximately 31.7% and 2.8%, respectively, based on the statutory federal rate net of discrete federal and state taxes.

The Company has evaluated its tax provisions taken as of June 30, 2017 and December 31, 2016 and believes all positions taken would be upheld under examination from income taxing authorities. Therefore, no liability for the effects of uncertain tax provisions has been recorded in the accompanying consolidated balance sheets as of June 30, 2017 and December 31, 2016. The Company is open to examination by taxing authorities since incorporation.

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Concentrations

6 Months Ended

Jun. 30, 2017

Risks And Uncertainties [Abstract]

Concentrations

18. Concentrations

As of June 30, 2017, five customers accounted for 91% of the Company’s total accounts receivable. As of December 31, 2016,   three customers accounted for 93% of the Company’s total accounts receivable.

During the three months ended June 30, 2017, 79% of the Company’s revenues were earned from four customers. During the three months ended June 30, 2016, 96% of the Company’s revenues were earned from four customers. During the six months ended June 30, 2017, 76% of the Company’s revenues were earned from four customers. During the six months ended June 30, 2016, 88% of the Company’s revenues were earned from three customers.

As of June 30, 2017, five vendors accounted for 85% of the Company’s accounts payable. As of December 31, 2016, one vendor accounted for 35% of the Company’s accounts payable.

During the three months ended June 30, 2017, two suppliers accounted for 90% of the company’s cost of goods sold. During the three months ended June 30, 2016, one supplier accounted for 20% of the Company’s cost of goods sold. During the six months ended June 30, 2017, two suppliers accounted for 62% of the company’s cost of goods sold. During the six months ended June 30, 2016, two suppliers accounted for 39% of the Company’s cost of goods sold.

The Company’s inventory and operations are located in Wisconsin. There is a risk of loss if there are significant environmental, legal or economic changes to this geographic area. The Company currently primarily utilizes one third-party rail company to ship its products to customers from its plant. There is a risk of business loss if there are significant impacts to this third party’s operations.

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Related Party Transactions

6 Months Ended

Jun. 30, 2017

Related Party Transactions [Abstract]

Related Party Transactions

19. Related Party Transactions

In January 2016, the Company provided a one-year, 0% loan to its Chief Executive Officer in the amount of $61.  This loan was fully forgiven and included as compensation in September 2016.

For the three months ended June 30, 2017 and 2016, the Company reimbursed the Series A Investor $39 and $7, respectively, and $39 and $7 for the six months ended June 30, 2017 and 2016, respectively, for certain out of pocket and other expenses in connection with certain management and administrative support services provided.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2017

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

20. Commitments and Contingencies

Leases

The Company is obligated under certain operating leases and rental agreements for rail cars, office space, and other equipment. Future minimum annual commitments under such operating leases at June 30, 2017 are as follows:

2018	$	10,282
2019		9,455
2020		5,996
2021		3,691
2022		1,142
Thereafter		263

Expense related to operating leases and rental agreements was $2,092 and $1,632 for three months ended June 30, 2017 and 2016. Expense related to operating leases and rental agreements was $4,068 and $3,437 for the six months ended June 30, 2017 and 2016.

Lease expense related to rail cars are included in cost of goods sold in the consolidated income statements.

Litigation

The Company is periodically involved in litigation and claims incidental to its operation. Management believes that any pending litigation will not have a material impact the Company’s financial position.

Consulting Agreements

August 10, 2010, the Company entered into a consulting agreement related to the purchase of land with a third party. The third party acted as an agent for the Company to obtain options to purchase certain identified real property in Wisconsin, as well as obtain permits and approvals necessary to open, construct and operate a sand mining and processing facility on such real property. The third party’s compensation, which continues indefinitely, consists of reimbursement of certain expenses and $1 per each acre purchased as a closing fee. For the three and six months ended June 30, 2017 and 2016, the Company incurred $10 and $16 of expense reimbursements and $3 and $0 of closing costs, respectively.

These costs have been capitalized in property and equipment in the accompanying consolidated balance sheets when they relate to the acquisition of land.

In addition to the aforementioned fees, the third-party agreement provides for tonnage fees based upon mining operations. The payment of $0.50 per sold ton of certain grades of sand that have been mined and sold from the properties acquired under the consulting agreement continues indefinitely. The minimum annual tonnage fee is $200 per contract year, which runs from August 1 to July 31. During the three months ended June 30, 2017 and 2016, the Company incurred $113 and $53 related to tonnage fees, respectively. During the six months ended June 30, 2017 and 2016, the Company incurred $229 and $98 related to tonnage fees, respectively.

Bonds

The Company entered into a performance bond with Jackson County, Wisconsin and Monroe County, Wisconsin for $4,400 and $900, respectively. The Company provided this performance bond to assure performance under the reclamation plan filed with each respective county. The Company entered into permit bonds amounting to $1,350 with certain towns and counties in which it operates to use designated town and county roadways.The Company provided these permit bonds to assure maintenance and restoration of the roadways. The Company has an outstanding $1,943 bond to assure performance under its agreement with a pipeline common carrier. As of June 30, 2017 and December 31, 2016, $485 and $971, respectively, of cash is being held as collateral related to the bond and is presented as restricted cash on the consolidated balance sheet.  

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Subsequent Events

6 Months Ended

Jun. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

21. Subsequent Events

The Company has evaluated events and transactions subsequent to the balance sheet date and through the date the financial statements were available to be issued. Based on this evaluation, the Company is not aware of any events or transactions that occurred subsequent to June 30, 2017 that would require recognition or disclosures in these financial statements.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include, but are not limited to, the sand reserves and its impact on calculating the depletion expense under the units-of-production method; the depreciation associated with property and equipment, impairment considerations of those assets; estimated cost of future asset retirement obligations; stock-based compensation; recoverability of deferred tax assets; inventory reserve; collectability of receivables and certain liabilities. Actual results could differ from management’s best estimates as additional information or actual results become available in the future, and those differences could be material.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price charged is fixed or determinable, collectability is reasonably assured, and the risk of loss is transferred to the customer. The Company’s sales are generally free carrier (“FCA”), payment made at the origination point at the Company’s facility, title passes as the product is loaded into rail cars hired by the customer, and revenue is recognized when title transfers at the Company’s facility. Certain spot-rate customers have shipping terms of FCA, payment made at the destination; the Company recognizes this revenue when the sand is received at the destination.

The Company derives its revenue by mining and processing sand that its customers purchase. Its revenues are primarily a function of the price per ton realized and the volumes sold. In some instances, the Company’s revenues also include transportation costs it charges its customers, a monthly charge to reserve sand capacity and shortfall payments due from customers for minimum volume commitments. The Company’s transportation revenue fluctuates based on a number of factors, including the volume of product it transports and the distance between its plant and customers. The Company’s reservation and shortfall revenues are based on negotiated contract terms and are recognized when rights of use are expired.

The Company sells a limited amount of its products under short term price agreements or at prevailing market rates. The majority of the Company’s revenues are realized through take-or-pay supply agreements with five customers. The expiration dates of these contracts range from 2019 through 2020. These agreements define, among other commitments, the volume of product that its customers must purchase, the volume of product that the Company must provide, and the price that the Company will charge and that its customers will pay for each ton of contracted product. Prices under these agreements are generally indexed to the Average Cushing Oklahoma WTI Spot Prices and contain provisions allowing for adjustments including: (i) annual percentage price increases; or (ii) market factor increases, including a natural gas surcharge and a propane surcharge which are applied if the Average Natural Gas Price or the Average Quarterly Mont Belvieu TX Propane Spot Price, respectively, as listed by the U.S. Energy Information Administration, are above the benchmark set in the contract for the preceding calendar quarter. As a result, the Company’s realized prices may not grow at rates consistent with broader industry pricing. For example, during periods of rapid price growth, its realized prices may grow more slowly than those of competitors, and during periods of price decline, its realized prices may outperform industry averages. With respect to the take-or-pay arrangements, if the customer is not allowed to make up deficiencies, the Company recognizes revenues of the minimum contracted quantity and minimum contract price, assuming payment has been received or is reasonably assured. If deficiencies can be made up, amounts billed and collected in excess of actual sales are recognized as deferred revenues until production is actually taken by the customer or the right to make up deficiencies expires. These agreements generally provide that, if the Company is unable to deliver the contracted minimum volumes, the customer has the right to purchase replacement product from alternative sources, provided that the inability to supply is not the result of an excusable delay, as defined in these agreements. In the event that the price of the replacement product exceeds the contract price and the inability to supply the contracted minimum volume is not the result of an excusable delay, the Company is responsible for the difference.

The Company also recognizes revenue on the rental of its leased rail car fleet to customers either under long-term contracts or on an as-used basis. For the three months ended June 30, 2017 and 2016, the Company recognized $1,900 and $1,389, respectively, of rail car revenue. For the six months ended June 30, 2017 and 2016, the Company recognized $3,583 and $2,942, respectively, of rail car revenue.

For the three months ended June 30, 2017 and 2016, the Company recognized $74 and $0, respectively, of revenue for shortfall payments relating to minimum commitments under take-or-pay contracts. For the six months ended June 30, 2017 and 2016, the Company recognized $74 and $2,997, respectively, of revenue for shortfall payments relating to minimum commitments under take-or-pay contracts.  

For the three months ended June 30, 2017 and 2016, the Company recognized $7,500 and $2,772, respectively, of monthly reservation charges required under certain customer contracts. For the six months ended June 30, 2017 and 2016, the Company recognized $15,000 and $5,541, respectively, of monthly reservation charges required under certain customer contracts.

Revenue generated from transportation was $11,018 and $121, respectively, for the three months ended June 30, 2017 and 2016. Revenue generated from transportation was $17,622 and $121, respectively, for the six months ended June 30, 2017 and 2016.

At June 30, 2017 and December 31, 2016, the Company determined that no amounts related to minimum commitments under customer contracts were due or payable to the Company.

Accounts and Unbilled Receivables

Accounts Receivable and Unbilled Receivables

Accounts receivable represents customer transactions that have been invoiced as of the balance sheet date; unbilled receivables represent customer transactions that have not yet been invoiced as of the balance sheet date. Accounts receivable are due within 30, or in accordance with terms agreed upon with customers, and are stated at amounts due from customers net of any allowance for doubtful accounts. The Company considers accounts outstanding longer than the payment terms are past due. The Company determines the allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, the customer’s current ability to pay its obligation, and the condition of the general economy and the industry as a whole. Accounts receivables are written off when they are deemed uncollectible, and payments subsequently received on such receivables are credited to bad debt expense. As of June 30, 2017 and December 31, 2016, the Company determined no allowance for doubtful accounts were necessary.

Deferred Revenue

Deferred Revenue

The Company receives advance payments from certain customers in order to secure and procure a reliable provision and delivery of product. The Company classifies such advances as current or noncurrent liabilities depending upon the anticipated timing of delivery of the supplied product. Revenue is recognized upon the delivery of the product.

The Company may receive an advance payment from a customer, based on the terms of the customer’s long-term contract, for a certain volume of product to be delivered. Revenue is recognized as product is delivered and the deferred revenue is reduced. The deferred revenue balance at June 30, 2017 and December 31, 2016 was $5 and $1,615, respectively, and classified as a current liability in the accompanying condensed consolidated balance sheets.

Transportation

Transportation

Transportation costs are classified as cost of goods sold. Transportation costs consist of railway transportation and transload costs to deliver products to customers. Cost of sales generated from shipping was $10,852 and $157 for three months ended June 30, 2017 and 2016, respectively. Cost of sales generated from shipping was $18,154 and $157 for the six months ended June 30, 2017 and 2016, respectively.

Inventories

Inventories

The Company’s sand inventory consists of raw material (sand that has been excavated but not processed), work-in-progress (sand that has undergone some but not all processing) and finished goods (sand that has been completely processed and is ready for sale). The spare parts inventory consists of critical spare parts.

Sand inventory is stated at the lower of cost or net realizable value using the average cost method. For the three and six months ended June 30, 2017 and 2016, the Company had no write-down of inventory as a result of any lower of cost or net realizable value assessment. Costs applied to the inventory include direct excavation costs, processing costs, overhead allocation, depreciation and depletion. Stockpile tonnages are calculated by measuring the number of tons added and removed from the stockpile. Costs are calculated on a per ton basis and are applied to the stockpiles based on the number of tons in the stockpile. The Company performs quarterly physical inventory measurements to verify the quantity of inventory on hand. Due to variation in sand density and moisture content and production processes utilized to manufacture the Company’s products, physical inventories will not necessarily detect all variances. To mitigate this risk, the Company recognizes a yield adjustment on its inventories.

Spare parts inventory is accounted for on a first-in, first-out basis at the lower of cost or net realizable value.

Deferred Financing Charges

Deferred Financing Charges

Direct costs incurred in connection with the revolving credit facility have been capitalized and are being amortized using the straight-line method, which approximates the effective interest method, over the life of the debt. Fees attributable to the lender and third parties are presented as components of deferred financing costs since there is no outstanding balance on the revolving credit facility as of June 30, 2017 and December 31, 2016.

Amortization expense of the deferred financing charges of $117 and $43 is included in interest expense for each of the three months ended June 30, 2017 and 2016, respectively. Amortization expense of the deferred financing charges of $222 and $80 is included in interest expense for each of the six months ended June 30, 2017 and 2016, respectively.

Accretion of debt discount costs of $0 and $85 is included in interest expense for the three months ended June 30, 2017 and 2016, respectively. Accretion of debt discount costs of $0 and $159 is included in interest expense for the six months ended June 30, 2017 and 2016, respectively.

Financial Instruments

Financial Instruments

The carrying value of the Company’s financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximates their fair value due to the short maturity of such instruments. Financial instruments also consist of debt for which fair value approximates carrying values as the debt bears interest at a variable rate which is reflective of current rates otherwise available to the Company. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Costs related to researching, surveying, drilling, and related activities are recorded at cost and capitalized once a determination has been made that the Company’s property has proven and probable reserves. Capitalized mining costs are depleted using the units-of-production method. Construction in progress is primarily comprised of machinery and equipment which has not been placed in service and is not depreciated until the related assets or improvements are ready to be placed in service. Depreciation is calculated using the straight-line method over the estimated useful lives of the property, plant and equipment, which are:

	Years
Land improvements	10
Plant and buildings	5-15
Real estate properties	10-40
Rail spur	30
Vehicles	3-5
Machinery, equipment and tooling	3-15
Furniture and fixtures	3-10
Deferred mining costs	3

Expenditures for maintenance and repairs are charged against income as incurred; betterments that increase the value or materially extend the life of the related assets are capitalized. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is recognized in the consolidated income statements.

Fair Value Measurements

Fair Value Measurements

The Company’s financial assets and liabilities are to be measured using inputs from the three levels of the fair value hierarchy, of which the first two are considered observable and the last unobservable, which are as follows:

• Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

• Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs corroborated by observable market data for substantially the full term of the assets or liabilities; and

• Level 3—Unobservable inputs that reflect the Company’s assumptions that market participants would use in pricing assets or liabilities based on the best information available.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with the provisions of Accounting Standards Codification (“ASC”) - 718, Compensation—Stock Compensation (“ASC 718”), which requires the recognition of expense related to the fair value of stock-based compensation awards in the Income Statements.

For restricted stock issued to employees and members of the board of directors of the Company (the “Board”) for their services on the Board, the Company estimates the grant date fair value of each share of restricted stock at issuance. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of restricted stock on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are accounted for when incurred. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the straight-line recognition method when it is probable that the performance condition will be achieved. For awards subject to the Company’s performance as compared to a defined peer group, the Company recognizes stock-based compensation expense over the requisite service period; grant date fair value is determined using a Monte Carlo simulation. Share-based payments issued to persons other than employees and members of the Board are recorded at their fair values and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity.

Prior to the Company’s initial public offering, the grant date fair value was calculated based on a weighted analysis of (i) publicly traded companies in a similar line of business to the Company (market comparable method)—Level 2 inputs, and (ii) discounted cash flows of the Company—Level 3 inputs. Once the Company’s shares became publicly traded on November 4, 2016, the Company began to use the actual market price of its shares as the grant date fair value for restricted stock awards issued to employees and members of the Board.

Income Taxes

Income Taxes

The Company applies the provisions of ASC Topic 740, Income Taxes (“ASC 740”), which principally utilizes a balance sheet approach to provide for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of net operating loss carryforwards and temporary differences between the carrying amounts and the tax bases of assets and liabilities.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The impact of an uncertain income tax position on the income tax returns must be recognized at the largest amount that is more-likely-than-not to be required to be recognized upon audit by the relevant taxing authority. This standard also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition issues with respect to tax positions. The Company includes interest and penalties as a component of income tax expense in the consolidated statement of operations. For the periods presented, no interest and penalties were recorded.

Environmental Matters

Environmental Matters

The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. Management has established procedures for the ongoing evaluation of the Company’s operations, to identify potential environmental exposures and to comply with regulatory policies and procedures. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and do not contribute to current or future revenue generation are expensed as incurred. Liabilities are recorded when environmental costs are probable, and the costs can be reasonably estimated. The Company maintains insurance which may cover in whole or in part certain environmental expenditures. As of June 30, 2017 and December 31, 2016, there were no probable environmental matters.

Comprehensive Income

Comprehensive Income

Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income was equal to net income for all periods presented.

Segment Information

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment. All long-lived assets of the Company reside in the United States.

Basic and Diluted Net Income (Loss) Per Share of Common Stock

Basic and Diluted Net Income (Loss) Per Share of Common Stock

Basic net income (loss) per share of common stock is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of Series A Preferred Stock, warrants to purchase common stock and restricted stock. Diluted net income (loss) per share of common stock is computed by dividing the net income (loss) attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of Series A Preferred Stock and warrants to purchase common stock, and restricted stock outstanding during the period calculated in accordance with the treasury stock method, although these shares, restricted stock and warrants are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during the periods of net loss, there was no difference between basic and dilute net loss per share of common stock for the three and six months ended June 30, 2016. During the fourth quarter of 2016, the Series A Preferred Stock was fully redeemed and the warrants to purchase common stock were fully exercised. Therefore, for the three and six months ended June 30, 2017, these items have no impact on diluted weighted-average common stock. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic net income (loss) per share to the weighted average common shares outstanding used in the calculation of diluted net income (loss) per share:

	Three Months Ended		Six Months Ended
	June 30, 2017		June 30, 2017
Determination of Shares
Weighted average common shares outstanding		40,347		40,024
Assumed conversion of restricted stock		106		143
Diluted weighted average common stock outstanding		40,453		40,167

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The guidance is effective for the Company beginning after December 15, 2017, although early adoption is permitted. The Company is currently evaluating the effects of ASU 2016-15 on its consolidated financial statements.

In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). The amendments in ASU 2016-12 provide clarifying guidance in certain narrow areas and add some practical expedients. Specifically, the amendments in this update (1) clarify the objective of the collectability criterion in step 1, and provides additional clarification for when to recognize revenue for a contract that fails step 1, (2) permit an entity, as an accounting policy election, to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price (3) specify that the measurement date for noncash consideration is contract inception, and clarifies that the variable consideration guidance applies only to variability resulting from reasons other than the form of the consideration, (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations, (5) clarifies that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application. Further, accounting for elements of a contract that do not affect revenue under legacy GAAP are irrelevant to the assessment of whether a contract is complete. In addition, the amendments permit an entity to apply the modified retrospective transition method either to all contracts or only to contracts that are not completed contracts, and (6) clarifies that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. However, an entity is still required to disclose the effect of the changes on any prior periods retrospectively adjusted. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. Although the Company is still in the process of assessing the impact of the adoption of ASU 2016-12, it does not currently anticipate a material impact on its financial statements.

In May 2016, the FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)” (“ASU 2016-11”): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. Although the Company is still in the process of assessing the impact of the adoption of ASU 2016-11, it does not currently anticipate a material impact on its financial statements.

In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. The guidance is effective for the Company beginning January 1, 2018, although early adoption is permitted beginning January 1, 2017. Although the Company is still in the process of assessing the impact of the adoption of ASU 2016-10, it does not currently anticipate a material impact on its financial statements.

In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Stock Compensation (ASC 718) – Improvements to Employee Share-Based Payment Accounting”, which is intended to simplify the tax accounting impacts of stock compensation. Additionally, the new standard provides accounting policy elections regarding vesting and forfeiture accounting. The new standard is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company elected to early adopt this standard in its December 31, 2016 consolidated financial statements. The Company accounts for forfeitures when they occur.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (ASC 842)” (“ASU 2016-02”), which replaces the existing guidance in ASC 840, “Leases.” ASC 842 requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right of use assets. The new lease standard does not substantially change lessor accounting. The new standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 for public companies. Early adoption is only permitted as of annual reporting periods beginning after December 15, 2016. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its consolidated financial statements nor decided upon the method of adoption. Although the Company is still in the process of assessing the impact of the adoption of ASU 2014-09, it does not currently anticipate a material impact on its financial statements.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Estimated Useful Lives of Property, Plant and Equipment

Depreciation is calculated using the straight-line method over the estimated useful lives of the property, plant and equipment, which are:

	Years
Land improvements	10
Plant and buildings	5-15
Real estate properties	10-40
Rail spur	30
Vehicles	3-5
Machinery, equipment and tooling	3-15
Furniture and fixtures	3-10
Deferred mining costs	3

Reconciliation of Weighted-Average Common Shares Outstanding Used in the Calculation of Basic Net Income (Loss) Per Share and Diluted Net Income (Loss) Per Share

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic net income (loss) per share to the weighted average common shares outstanding used in the calculation of diluted net income (loss) per share:

	Three Months Ended		Six Months Ended
	June 30, 2017		June 30, 2017
Determination of Shares
Weighted average common shares outstanding		40,347		40,024
Assumed conversion of restricted stock		106		143
Diluted weighted average common stock outstanding		40,453		40,167

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Inventories (Tables)

6 Months Ended

Jun. 30, 2017

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following: 

	June 30, 2017		December 31, 2016
Raw material	$	359	$	229
Work in progress		7,812		12,758
Finished goods		585		451
Spare parts		55		61
Total inventory		8,811		13,499
Less: current portion		8,811		10,344
Total inventory, net of current portion	$	-	$	3,155

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Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2017

Text Block [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets were comprised of the following:

	June 30, 2017		December 31, 2016
Prepaid insurance	$	338	$	514
Prepaid expenses		1,001		861
Prepaid income taxes		2,986		-
Other receivables		493		28
Total prepaid expenses and other current assets	$	4,818	$	1,403

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Property, Plant and Equipment, net (Tables)

6 Months Ended

Jun. 30, 2017

Property Plant And Equipment [Abstract]

Schedule of Net Property, Plant and Equipment

Net property, plant and equipment consisted of:

	June 30, 2017		December 31, 2016
Machinery, equipment and tooling	$	4,995	$	4,841
Vehicles		1,329		953
Furniture and fixtures		312		305
Plant and building		64,439		64,390
Real estate properties		3,607		3,503
Railroad and sidings		7,939		7,927
Land and improvements		13,338		13,317
Asset retirement obligation		1,324		1,324
Mineral properties		9,785		9,785
Deferred mining costs		417		417
Construction in progress		26,057		16,715
		133,542		123,477
Less: accumulated depreciation and depletion		22,465		19,381
Total property, plant and equipment, net	$	111,077	$	104,096

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Accrued and Other Expenses (Tables)

6 Months Ended

Jun. 30, 2017

Payables And Accruals [Abstract]

Schedule of Accrued and Other Expenses

Accrued and other expenses were comprised of the following:

	June 30, 2017		December 31, 2016
Employee related expenses	$	1,445	$	955
Accrued construction		774		19
Accrued legal expenses		18		22
Accrued professional fees		991		350
Accrued freight and delivery charges		3,802		383
Accrued revolving credit facility interest		43		-
Derivative liability		-		-
Other accrued liabilities		1,208		701
Total accrued liabilities	$	8,281	$	2,430

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Equipment Lease Obligations (Tables)

6 Months Ended

Jun. 30, 2017

Leases [Abstract]

Schedule of Future Minimum Lease Payments for Equipment Lease Obligations

Future minimum lease payments for equipment lease obligations as of June 30, 2017 are as follows:

	Amount
2018	$	315
2019		435
Total minimum lease payments		750
Amount representing interest at 0% - 4.95%		(33	)
Present value of payments		717
Less: current portion		(285	)
Total equipment financing obligations, net of current portion	$	432

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Notes Payable (Tables)

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Schedule of Maturities of Notes Payable

Aggregate maturities of notes payable as of June 30, 2017 are as follows:

	Amount
2018	$	-
2019		288
Total		288
Less: current portion		-
Total notes payable, net current portion	$	288

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Asset Retirement Obligation (Tables)

6 Months Ended

Jun. 30, 2017

Asset Retirement Obligation Disclosure [Abstract]

Reconciliation of Total Reclamation Liability for Asset Retirement Obligations

The following is a reconciliation of the total reclamation liability for asset retirement obligations:

Balance at December 31, 2016	$	1,384
Additions to liabilities		-
Accretion expenses		41
Balance at June 30, 2017	$	1,425

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2017

Unrecognized Compensation Expense is Expected to be Recognized

At June 30, 2017, the Company had unrecognized compensation expense of $5,369 related to granted but unvested stock awards. That expense is to be recognized as follows:

2018	$	2,240
2019		1,617
2020		1,023
2021		489
	$	5,369

2012 Equity Incentive Plan

Summary of Restricted Stock Activity

The following table summarizes restricted stock activity under the Plans from December 31, 2016 through June 30, 2017:

	Number of Shares			Weighted Average
Unvested, December 31, 2016		273		$	7.35
Granted		336			14.96
Vested		(70	)		(8.00	)
Forfeiture		-			-
Unvested June 30, 2017		539		$	13.27

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2017

Commitments And Contingencies Disclosure [Abstract]

Schedule of Future Minimum Annual Commitments Under Operating Leases

The Company is obligated under certain operating leases and rental agreements for rail cars, office space, and other equipment. Future minimum annual commitments under such operating leases at June 30, 2017 are as follows:

2018	$	10,282
2019		9,455
2020		5,996
2021		3,691
2022		1,142
Thereafter		263

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Organization and Business - Additional Information (Detail) Ton in Millions	Jun. 30, 2017 Ton
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Current annual processing capacity	3.3
Anticipated processing capacity upon completion of expansion	5.5

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Basis of Presentation - Additional Information (Detail)	Nov. 09, 2016 shares	Jun. 30, 2017 shares	Dec. 31, 2016 shares
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Common stock split ratio	2,200
Common stock, shares authorized	350,000,000	350,000,000	350,000,000
Effective date of stock split	Nov. 09, 2016

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Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($) Customer Segment	Jun. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)
Significant Accounting Policies [Line Items]
Number of customers with supply agreement | Customer			5
Agreements expiring period			2019
Agreements expiring period			2020
Rail car revenue recognized	$ 1,900,000	$ 1,389,000	$ 3,583,000	$ 2,942,000
Reservation revenue recognized	7,500,000	2,772,000	15,000,000	5,541,000
Revenue generated from transportation	11,018,000	121,000	17,622,000	121,000
Amount related to minimum commitments under customer contracts due or payable	0		$ 0		$ 0
Accounts receivables due period			30 days
Accounts receivables, allowance for doubtful accounts	0		$ 0		0
Deferred revenue balance	5,000		5,000		1,615,000
Cost of goods sold generated from shipping	10,852,000	157,000	18,154,000	157,000
Inventory write-down	0	0	0	0
Amortization of deferred financing cost	117,000	43,000	222,000	80,000
Accretion of debt discount costs	0	85,000	0	159,000
Recognized income tax interest and penalties			0
Probable environmental matters	0		$ 0		0
Number of operating segment | Segment			1
Revolving Credit Facility
Significant Accounting Policies [Line Items]
Long-term Line of Credit	0		$ 0		$ 0
Take-or-pay Contracts
Significant Accounting Policies [Line Items]
Revenue recognized for shortfall payments relating to minimum commitments	$ 74,000	$ 0	$ 74,000	$ 2,997,000

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Summary of Significant Accounting Policies - Estimated Useful Life of Property, Plant and Equipment (Detail)	6 Months Ended
	Jun. 30, 2017
Land and Improvements
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	10 years
Plant and Building | Minimum
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Plant and Building | Maximum
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	15 years
Real Estate Properties | Minimum
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	10 years
Real Estate Properties | Maximum
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	40 years
Rail Spur
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	30 years
Vehicles | Minimum
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Vehicles | Maximum
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Machinery, Equipment and Tooling | Minimum
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Machinery, Equipment and Tooling | Maximum
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	15 years
Furniture and Fixtures | Minimum
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Furniture and Fixtures | Maximum
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	10 years
Deferred Mining Costs
Property Plant And Equipment [Line Items]
Property, plant and equipment, useful life	3 years

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Summary of Significant Accounting Policies - Reconciliation of Weighted-Average Common Shares Outstanding Used in the Calculation of Basic Net Income (Loss) Per Share and Diluted Net Income (Loss) Per Share (Detail) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Weighted-average number of common shares:
Weighted average common shares outstanding	40,347	22,145	40,024	22,169
Assumed conversion of restricted stock	106		143
Diluted weighted average common stock outstanding	40,453	22,145	40,167	22,169

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Cash, Cash Equivalents and Restricted Cash - Additional Information (Detail) $ in Thousands	Jun. 30, 2017 USD ($)
Cash And Cash Equivalents [Abstract]
Cash exceeding federally insured limits value	$ 250

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Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Raw material	$ 359	$ 229
Work in progress	7,812	12,758
Finished goods	585	451
Spare parts	55	61
Total inventory	8,811	13,499
Less: current portion	$ 8,811	10,344
Total inventory, net of current portion		$ 3,155

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Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]
Prepaid insurance	$ 338	$ 514
Prepaid expenses	1,001	861
Prepaid income taxes	2,986
Other receivables	493	28
Total prepaid expenses and other current assets	$ 4,818	$ 1,403

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Property, Plant and Equipment, Net - Schedule of Net Property, Plant and Equipment (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 133,542	$ 123,477
Less: accumulated depreciation and depletion	22,465	19,381
Total property, plant and equipment, net	111,077	104,096
Machinery, Equipment and Tooling
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	4,995	4,841
Vehicles
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	1,329	953
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	312	305
Plant and Building
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	64,439	64,390
Real Estate Properties
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	3,607	3,503
Railroad and Sidings
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	7,939	7,927
Land and Improvements
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	13,338	13,317
Asset Retirement Obligation
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	1,324	1,324
Mineral Properties
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	9,785	9,785
Deferred Mining Costs
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	417	417
Construction in Progress
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 26,057	$ 16,715

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Property, Plant and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Property Plant And Equipment [Abstract]
Depreciation expenses	$ 1,688	$ 1,569	$ 3,350	$ 3,172
Depletion expense	5	5	10	1
Interest expense capitalized	$ 0	$ 0	$ 0	$ 139	$ 80

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Accrued and Other Expenses - Schedule of Accrued and Other Expenses (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Payables And Accruals [Abstract]
Employee related expenses	$ 1,445	$ 955
Accrued construction	774	19
Accrued legal expenses	18	22
Accrued professional fees	991	350
Accrued freight and delivery charges	3,802	383
Accrued revolving credit facility interest	43
Other accrued liabilities	1,208	701
Total accrued liabilities	$ 8,281	$ 2,430

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Accrued and Other Expenses - Additional Information (Detail) $ in Thousands	1 Months Ended
	Feb. 29, 2016 USD ($)
Payables And Accruals [Abstract]
Settlement of derivative liabilities	$ 460

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Credit Facilities - Additional Information (Detail) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 08, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Mar. 28, 2014
Line Of Credit Facility [Line Items]
Interest expense capitalized		$ 0	$ 0	$ 0	$ 139,000	$ 80,000
Former Revolving Credit Agreement
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity							$ 72,500,000
Credit facility maturity date				Mar. 28, 2019
Facility termination date				Nov. 09, 2016
Line of credit		$ 0		$ 0		$ 0
Senior Secured Revolving Credit Facility | Jeffries Finance LLC
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 45,000,000
Facility termination date	Dec. 08, 2019
Credit facility agreement, term	3 years

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Equipment Lease Obligations - Additional Information (Detail) - Equipment - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Capital Leased Assets [Line Items]
Assets under equipment leases, gross	$ 1,484		$ 1,484		$ 2,853
Leased assets, depreciation expense	$ 73	$ 73	$ 146	$ 146

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Equipment Lease Obligations - Schedule of Future Minimum Lease Payments for Equipment Lease Obligations (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Leases [Abstract]
2018	$ 315
2019	435
Total minimum lease payments	750
Amount representing interest at 0% - 4.95%	(33)
Present value of payments	717
Less: current portion	(285)	$ (674)
Total equipment financing obligations, net of current portion	$ 432	$ 572

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Equipment Lease Obligations - Schedule of Future Minimum Lease Payments for Equipment Lease Obligations (Parenthetical) (Detail)	Jun. 30, 2017
Minimum
Capital Leased Assets [Line Items]
Capital leases future minimum payments interest rate	0.00%
Maximum
Capital Leased Assets [Line Items]
Capital leases future minimum payments interest rate	4.95%

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Notes Payable - Additional Information (Detail)	Jun. 30, 2017
Payables And Accruals [Abstract]
Interest rates on notes	4.00%

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Notes Payable - Schedule of Maturities of Notes Payable (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
2019	$ 288
Total	288
Less: current portion		$ (282)
Total notes payable, net current portion	$ 288	$ 288

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Asset Retirement Obligation - Additional Information (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Asset Retirement Obligation Disclosure [Abstract]
Post-closure reclamation and site restoration obligation	$ 1,425	$ 1,384

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Asset Retirement Obligation - Reconciliation of Total Reclamation Liability for Asset Retirement Obligations (Detail) $ in Thousands	6 Months Ended
	Jun. 30, 2017 USD ($)
Asset Retirement Obligation Roll Forward Analysis Roll Forward
Beginning balance	$ 1,384
Accretion expenses	41
Ending balance	$ 1,425

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Mandatorily Redeemable Series A Preferred Stock - Additional Information (Detail) - USD ($)			1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Feb. 10, 2017	Jan. 31, 2012	Sep. 30, 2011	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Nov. 09, 2016
Class Of Stock [Line Items]
Common stock, shares issued	40,453,735				40,453,735		40,453,735		38,884,068
Proceeds from issuance of common stock	$ 0	$ 0
Interest expense incurred								$ 3,123,000
Series A Preferred Stock
Class Of Stock [Line Items]
Redeemable Series A preferred stock										$ 40,329,000
Mandatorily Redeemable Series A Preferred Stock
Class Of Stock [Line Items]
Preferred stock, dividend rate per annum							15.00%
Preferred shares issued for dividends							0	2,714,000
Interest expense incurred					$ 0	$ 1,623,000	$ 0	$ 3,182,000
Interest expense capitalized to property, plant and equipment							$ 0		$ 59,000
Mandatorily Redeemable Series A Preferred Stock | Installment One
Class Of Stock [Line Items]
Preferred Stock, Dividend Payment Terms							Dividends accrued and accumulated on the Series A Preferred Stock, whether or not earned or declared, at the rate of 15% per annum and compound quarterly on April 1, July 1, October 1 and January 1.
Series A Investor
Class Of Stock [Line Items]
Date of agreement							Sep. 13, 2011
Series A Investor | Tranche One
Class Of Stock [Line Items]
Common stock, shares issued				14,300,000
Proceeds from issuance of common stock				$ 22,000,000
Series A Investor | Mandatorily Redeemable Series A Preferred Stock | Tranche One
Class Of Stock [Line Items]
Preferred stock, shares issued				22,000
Preferred stock issued, value per share				$ 1,000
Series A Investor | Mandatorily Redeemable Series A Preferred Stock | Tranche Two
Class Of Stock [Line Items]
Preferred stock, shares issued			26,000
Proceeds from issuance of redeemable preferred stock			$ 26,000,000

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Common Stock - Additional Information (Detail)	Jun. 30, 2017 USD ($) $ / shares shares	Feb. 10, 2017 USD ($)	Feb. 01, 2017 USD ($) $ / shares shares	Nov. 29, 2016 USD ($) $ / shares shares	Nov. 09, 2016 USD ($) $ / shares shares	Dec. 31, 2016 shares
Class Of Stock [Line Items]
Common stock split ratio					2,200
Sale of shares of common stock			1,500,000
Purchase price per share | $ / shares	$ 17.50		$ 17.50
Common stock, shares authorized	350,000,000				350,000,000	350,000,000
Preferred stock, undesignated shares authorized					10,000,000
Proceeds from issuance of common stock net of underwriting discounts and expenses | $			$ 24,200,000
Stock sold by selling shareholders	4,450,000
Proceeds from issuance of common stock | $	$ 0	$ 0
Underwriters option period	30 days
Maximum
Class Of Stock [Line Items]
Additional common stock shares granted by selling shareholders to underwriters option	893
Initial Public Offering
Class Of Stock [Line Items]
Sale of shares of common stock					11,700,000
Purchase price per share | $ / shares					$ 11.00
Net proceed received from IPO after deducting underwriting discounts and commissions | $					$ 121,000,000
Over-Allotment Option
Class Of Stock [Line Items]
Purchase price per share | $ / shares				$ 11.00
Additional common stock, shares issued to underwriters				878,000
Net proceed received from underwriter option exercise after deducting underwriting discounts and commissions | $				$ 9,700,000

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Warrants - Additional Information (Detail) shares in Thousands	Jun. 30, 2017 $ / shares shares
Other Liabilities Disclosure [Abstract]
Warrants to purchase common stock | shares	3,999
Purchase price per share | $ / shares	$ 0.0045

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Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Nov. 30, 2016	Dec. 31, 2014	May 31, 2012
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock based compensation expense	$ 5,369		$ 5,369
2012 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares authorized for issuance						880,000	440,000
2012 Equity Incentive Plan | Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock shares issued			336,000	73,000
Grant date fair value per share			$ 14.96
Stock compensation expense recognized	$ 585	$ 231	$ 760	$ 420
2012 Equity Incentive Plan | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expiration period			5 years
Percent of voting power			10.00%
2012 Equity Incentive Plan | Minimum | Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Grant date fair value per share			$ 3.03
Shares vest over period			1 year
2012 Equity Incentive Plan | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expiration period			10 years
2012 Equity Incentive Plan | Maximum | Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Grant date fair value per share			$ 19.00
Shares vest over period			5 years
2016 Omnibus Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares authorized for issuance					3,911,000

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Stock-Based Compensation - Unrecognized Compensation Expense is to be Recognized (Detail) $ in Thousands	Jun. 30, 2017 USD ($)
Deferred Compensation Arrangement With Individual Excluding Share Based Payments And Postretirement Benefits [Line Items]
Unrecognized stock based compensation expense	$ 5,369
2018
Deferred Compensation Arrangement With Individual Excluding Share Based Payments And Postretirement Benefits [Line Items]
Unrecognized stock based compensation expense	2,240
2019
Deferred Compensation Arrangement With Individual Excluding Share Based Payments And Postretirement Benefits [Line Items]
Unrecognized stock based compensation expense	1,617
2020
Deferred Compensation Arrangement With Individual Excluding Share Based Payments And Postretirement Benefits [Line Items]
Unrecognized stock based compensation expense	1,023
2021
Deferred Compensation Arrangement With Individual Excluding Share Based Payments And Postretirement Benefits [Line Items]
Unrecognized stock based compensation expense	$ 489

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Stock-Based Compensation - Summary of Restricted Stock Activity (Detail) - 2012 Equity Incentive Plan - Restricted Stock - $ / shares	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares Unvested, Beginning balance	273,000
Number of Shares, Granted	336,000	73,000
Number of Shares, Vested	(70,000)
Number of Shares Unvested, Ending balance	539,000
Weighted Average Unvested, Beginning balance	$ 7.35
Weighted Average, Granted	14.96
Weighted Average, Vested	(8.00)
Weighted Average Unvested, Ending balance	$ 13.27

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Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Statutory tax rate	35.00%	35.00%	35.00%	35.00%
Effective tax rate, statutory federal rate net of discrete federal and state taxes	30.50%	11.10%	31.70%	2.80%
Liability for uncertain tax position	$ 0		$ 0		$ 0

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Concentrations - Additional Information (Detail)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017 Customer Vendor Supplier	Jun. 30, 2016 Customer Supplier	Jun. 30, 2017 Customer Vendor Supplier	Jun. 30, 2016 Customer Supplier	Dec. 31, 2016 Customer Vendor
Accounts Receivable | Customer Concentration Risk
Concentration Risk [Line Items]
Number of customers			5		3
Accounts Receivable | Customer Concentration Risk | Four Customers
Concentration Risk [Line Items]
Concentration risk, percentage			91.00%
Accounts Receivable | Customer Concentration Risk | Three Customers
Concentration Risk [Line Items]
Concentration risk, percentage					93.00%
Revenue | Customer Concentration Risk
Concentration Risk [Line Items]
Number of customers	4	4	4	3
Revenue | Customer Concentration Risk | Four Customers
Concentration Risk [Line Items]
Concentration risk, percentage	79.00%	96.00%	76.00%
Revenue | Customer Concentration Risk | Three Customers
Concentration Risk [Line Items]
Concentration risk, percentage				88.00%
Accounts Payables | Supplier Concentration Risk
Concentration Risk [Line Items]
Number of vendors | Vendor	5		5		1
Accounts Payables | Supplier Concentration Risk | Three Vendors
Concentration Risk [Line Items]
Concentration risk, percentage			85.00%
Accounts Payables | Supplier Concentration Risk | One Vendor
Concentration Risk [Line Items]
Concentration risk, percentage					35.00%
Cost of Goods Sold | Supplier Concentration Risk
Concentration Risk [Line Items]
Number of suppliers | Supplier	2	1	2	2
Cost of Goods Sold | Supplier Concentration Risk | One Supplier
Concentration Risk [Line Items]
Concentration risk, percentage	90.00%	20.00%	62.00%
Cost of Goods Sold | Supplier Concentration Risk | Two Suppliers
Concentration Risk [Line Items]
Concentration risk, percentage				39.00%

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Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 31, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Chief Executive Officer
Related Party Transaction [Line Items]
Term of loan	1 year
Percentage of loan	0.00%
Loan amount included as compensation to the Chief Executive Officer	$ 61
Series A Investor | Management and Administrative Support Services
Related Party Transaction [Line Items]
Reimbursed out-of-pocket and other expenses		$ 39	$ 7	$ 39	$ 7

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Commitments and Contingencies - Schedule of Future Minimum Annual Commitments Under Operating Leases (Detail) $ in Thousands	Jun. 30, 2017 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2018	$ 10,282
2019	9,455
2020	5,996
2021	3,691
2022	1,142
Thereafter	$ 263

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Commitments and Contingencies - Additional Information (Detail)		3 Months Ended		6 Months Ended		12 Months Ended
	Aug. 10, 2010 $ / a	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($) $ / t	Jun. 30, 2016 USD ($)	Jul. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)
Loss Contingencies [Line Items]
Expenses related to operating leases and rental agreements		$ 2,092,000	$ 1,632,000	$ 4,068,000	$ 3,437,000
Restricted cash		485,000		485,000			$ 971,000
Permit bond
Loss Contingencies [Line Items]
Bond, carrying value		1,350,000		1,350,000
Jackson County, Wisconsin | Performance Bond
Loss Contingencies [Line Items]
Bond, carrying value		4,400,000		4,400,000
Monroe County, Wisconsin | Performance Bond
Loss Contingencies [Line Items]
Bond, carrying value		900,000		900,000
Pipeline Common Carrier | Performance Bond
Loss Contingencies [Line Items]
Bond, carrying value		1,943,000		1,943,000
Restricted cash		485,000		485,000			$ 971,000
Consulting Agreement
Loss Contingencies [Line Items]
Closing fee per acre | $ / a	1
Reimbursed expenses		10,000	3,000	$ 16,000	0
Tonnage fees per ton | $ / t				0.50
Tonnage fees incurred		$ 113,000	$ 53,000	$ 229,000	$ 98,000
Consulting Agreement | Minimum
Loss Contingencies [Line Items]
Tonnage fees						$ 200,000