8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 9, 2019

(Date of Report, Date of Earliest Event Reported)

COVIA HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Charter)

001-38510

(Commission File Number)

Delaware	13-2656671
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
3 Summit Park Drive, Suite 700, Independence, Ohio	44131
(Address of Principal Executive Offices)	(Zip Code)

(800) 255-7263

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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.	☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CVIA	New York Stock Exchange

Item 2.02Results of Operations and Financial Condition.

On May 9, 2019, Covia Holdings Corporation (“we,” “us,” “our” or “registrant”) issued a press release reporting our financial results for the first quarter of fiscal 2019.  The press release provided information regarding EBITDA and adjusted EBITDA, which are non-GAAP financial measures, as that term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part 229).  We define EBITDA as net income from continuing operations before interest expense, income tax expense, depreciation, depletion and amortization, and adjusted EBITDA as EBITDA before non-cash stock-based compensation, merger-related expenses, restructuring charges, asset impairments and certain other income or expenses.  

The press release posted in the Investor Relations section of our website contains a presentation of the most directly comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and a reconciliation of each such non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.  We believe the presentation of the non-GAAP financial measures enhance an investor’s understanding of our financial performance.  In addition, our management uses the non-GAAP financial measures to assess the results of our operations.  Non-GAAP financial information should not be considered in isolation or viewed as a substitute for net income or other measures of performance as defined by GAAP.  Moreover, non-GAAP financial information as reported by us is not necessarily comparable to other similarly titled measures of other companies due to the potential inconsistencies in the method of presentation and items considered.

Attached as Exhibit 99.1 to this Form 8-K is a copy of the press release, including information concerning forward-looking statements and factors that may affect our future results.  The information in Exhibit 99.1 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.  By furnishing the information in this Form 8-K and the attached exhibit, we are making no admission as to the materiality of any information in this Form 8-K or the exhibit.

Item 7.01Regulation FD Disclosure.

On May 9, 2019, we posted an investor presentation to the Investor Relations section of our website.  The presentation includes non-GAAP financial measures.  The presentation includes a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.  See Item 2.02 above for more information regarding our use of non-GAAP financial measures.

Attached as Exhibit 99.2 to this Form 8-K is a copy of the investor presentation, including information concerning forward-looking statements and factors that may affect our future results.  The information in Exhibit 99.2 shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.  By furnishing the information in this Form 8-K and the attached exhibit, we are making no admission as to the materiality of any information in this Form 8-K or the exhibit.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.  Exhibits denoted with an asterisk (*) are filed herewith.

Exhibit No.	Description
99.1*	Covia Holdings Corporation press release dated May 9, 2019.
99.2*	Covia Holdings Corporation investor presentation dated May 9, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		COVIA HOLDINGS CORPORATION
Date:	May 9, 2019	/s/ Andrew D. Eich
		Andrew D. Eich
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

COVIA ANNOUNCES FIRST QUARTER 2019 RESULTS

• Total volumes of 8.0 million tons, up 2% sequentially

• Net loss from continuing operations of $52.2 million

• Adjusted EBITDA of $34.9 million

• Significant strengthening in March results across both segments with momentum continuing in April

INDEPENDENCE, Ohio, May 9, 2019 (GLOBE NEWSWIRE) — Covia (NYSE:CVIA), a leading provider of mineral-based material solutions for the Industrial and Energy markets, today announced results for the first quarter ended March 31, 2019. As a result of the merger that closed on June 1, 2018, Covia’s 2018 reported results under U.S. generally accepted accounting principles (“GAAP”) include the consolidated financial results of both Unimin Corporation (“Unimin”) and Fairmount Santrol Holdings Inc. (“Fairmount Santrol”) for the seven months ended December 31, 2018, as well as the stand-alone results for Unimin for the five months ended May 31, 2018, including the high-purity quartz (“HPQ”) business reported as discontinued operations. Selected pro forma financial results, which reflect combined Unimin and Fairmount Santrol operations prior to the merger and exclude HPQ results, have been provided as exhibits with this release.

Covia separately announced today that it has appointed Richard Navarre, Chairman of the Company’s Board of Directors, as Interim President and Chief Executive Officer.

Richard Navarre, Chairman and Interim President and Chief Executive Officer, said, “It is a great honor and privilege to accept this role and lead an organization with such talented people. Combined with our strong asset base and customer relationships, I am confident that we will accelerate our strategy to optimize the performance of our assets, maximize free cash flow and reduce debt over the next several quarters.”  

Mr. Navarre continued, “Our first quarter results were in line with what we had communicated on our last call, however, I am confident that by leveraging our core strengths and executing on our strategy, we can achieve more. We are encouraged by the positive momentum as we exited the quarter with an improved cost position, improved pricing for Northern White Sand and stronger volumes. These factors, combined with our growing local sand volumes, seasonal growth in our Industrial segment and intense focus on optimizing the performance of our assets, are expected to be catalysts for improved second quarter results.”

First Quarter 2019 Results

• Total volumes of 8.0 million tons, an increase of 2% sequentially with equal growth coming from the Industrial and Energy segments. First quarter 2019 total volumes decreased 13% compared to the first quarter of 2018 on a pro forma basis due to lower proppant demand.

• Total revenues of $428.2 million, a decline of 3% sequentially. First quarter 2019 total revenues decreased 33% compared to the first quarter of 2018 on a pro forma basis due primarily to lower Energy volumes and pricing.

• Selling, general and administrative expenses of $42.0 million, a sequential decrease of $3.9 million.

o First quarter 2019 selling, general and administrative expenses include $2.8 million in non-cash stock compensation.

• Net loss from continuing operations of $52.2 million, or $0.40 per share.

• Adjusted EBITDA of $34.9 million compared to $43.9 million in the fourth quarter of 2018 and $148.8 million in the first quarter of 2018 on a pro forma basis.

First Quarter 2019 Segment Results

Industrial Segment Results

• Volumes of 3.6 million tons, similar to the first quarter of 2018 on a pro forma basis.  

• Revenues of $192.2 million, a decline of $1.3 million from the first quarter of 2018 on a pro forma basis. Revenues for Industrial products increased $2.7 million over the prior year pro forma period as a result of price increases which were offset by lower transportation-related revenues. 

• Segment gross profit of $51.6 million, a decrease of $3.5 million from the first quarter of 2018 on a pro forma basis due in part to a shift in product mix toward lower margin products, as well as higher costs, particularly at hybrid plants, which produce for both Industrial and Energy markets and were negatively impacted by lower utilization.

Energy Segment Results

• Volumes of 4.4 million tons, a 2% sequential increase driven by growth in local sand volumes and stable Northern White Sand volumes, partially offset by the elimination of volumes from the Voca, Texas facilities which are idled.

• Revenues of $236.1 million, down 8% sequentially, driven primarily by a greater mix of local sand sales as well as lower local sand pricing.

• Segment gross profit of $15.1 million, down $16.2 million sequentially, driven primarily by lower local sand prices, and higher costs from rail rate increases and harsh weather-related operating conditions. The Company implemented a modest price increase on Northern White Sand toward the end of the first quarter.

o Gross profit was negatively impacted by $2.1 million in losses at the Company’s idled Voca facilities and $2.1 million in non-cash charges related to the new lease accounting standard.  

Balance Sheet Update

• Total liquidity of $225 million as of March 31, 2019, which is composed of $37 million in cash and cash equivalents and $188 million of availability on its revolving credit facility.

• As of May 8, 2019, the cash balance had improved to approximately $90 million.

• First quarter 2019 capital expenditures totaled $32.9 million, primarily related to completion of local sand facilities.

Outlook

The Company reaffirmed its previously provided second quarter and full year outlook.

Second quarter 2019 expectations are:

• Industrial volumes of 3.8 million tons.

• Energy volumes of 5.0 million to 5.3 million tons.

Full year 2019 expectations are:

• 2019 selling, general and administrative expenses of $160 million to $170 million, which includes approximately $10 million in non-cash stock compensation.

• 2019 capital expenditures are expected to be in the range of $80 million to $100 million.

Use of Certain Non-GAAP and Adjusted Financial Measures

Covia reports its financial results in accordance with GAAP. However, Covia’s management believes that certain non-GAAP financial measures help to facilitate comparisons of Company operating performance across periods. This release includes EBITDA and adjusted EBITDA, which are non-GAAP financial measures, including on a pro forma basis. Covia may also present other non-GAAP financial measures which are identified as “adjusted” results. A reconciliation of all non-GAAP financial measures to the most comparable GAAP financial measures is provided in exhibits attached to this release. Covia defines EBITDA as net income from continuing operations before interest expense, income tax expense, depreciation, depletion and amortization, and adjusted EBITDA as EBITDA before non-cash stock-based compensation, merger-related expenses, restructuring charges, asset impairments and certain other income or expenses. Covia defines pro forma EBITDA as net income from continuing operations before interest expense, income tax expense, depreciation, depletion and amortization for the combined Unimin and Fairmount Santrol operations for the periods reported and excludes HPQ results. Adjusted pro forma EBITDA is defined by Covia as pro forma EBITDA before non-cash stock-based compensation, asset impairments and certain other income or expenses. Pro forma financial results for 2018 and 2017, as shown in the exhibits attached to this release, include combined results of operations for Fairmount Santrol and Unimin for periods preceding the June 1, 2018 merger. Non-GAAP financial measures should not be considered a substitute for the financial results prepared in accordance with GAAP, but should be viewed in addition to the results as reported by Covia. Covia also believes pro

forma EBITDA and pro forma adjusted EBITDA are useful because they allow management to more effectively evaluate the Company’s operational performance and compare the results of our operations from period to period without regard to the Company’s financing costs or capital structure.

Conference Call

Covia will host a conference call and live webcast for analysts and investors today, May 9, 2019, at 8:30 a.m. Eastern Time to discuss its financial results. Interested parties are invited to listen to a live audio webcast of the conference call, which will be accessible on the Investor Relations section of the Company’s website (ir.CoviaCorp.com). To access the live webcast, please log in 15 minutes prior to the start of the call to download and install any necessary audio software. An archived replay of the call will also be available on the website. The call may also be accessed live by dialing (877) 273-6113 or, for international callers, (647) 689-5399. The conference ID for the call is 8554668. A replay will be available on the website and can be accessed by dialing (800) 585-8367 or (416) 621-4642. The passcode for the replay is 8554668. The replay of the call will be available through May 16, 2019.

About Covia

Covia is a leading provider of mineral-based material solutions for the Industrial and Energy markets, representing the legacy and combined strengths from the June 2018 merger of Unimin and Fairmount Santrol. The Company is a leading provider of diversified mineral solutions to the glass, ceramics, coatings, foundry, polymers, construction, water filtration, sports and recreation markets. The Company offers a broad array of high-quality products, including high-purity silica sand, nepheline syenite, feldspar, clay, kaolin, lime, resin systems and coated materials, delivered through its comprehensive distribution network. Covia offers its Energy customers an unparalleled selection of proppant solutions, additives, and coated products to enhance well productivity and to address both surface and down-hole challenges in all well environments. Covia has built long-standing relationships with a broad customer base consisting of blue-chip customers. Underpinning these strengths is an unwavering commitment to safety and to sustainable development further enhancing the value that Covia delivers to all of its stakeholders. For more information, visit CoviaCorp.com.

About the Merger

On June 1, 2018, Unimin completed a business combination (“merger”) whereby Fairmount Santrol, now known as Bison Merger Sub I, LLC, merged into a wholly-owned subsidiary of Unimin and ceased to exist as a separate corporate entity. Immediately following the consummation of the merger, Unimin changed its name to Covia Holdings Corporation and began operating under that name. The common stock of Fairmount Santrol was delisted from the NYSE prior to the market opening on June 1, 2018, and Covia commenced trading under the ticker symbol “CVIA” on that same date.

Caution Concerning Forward-Looking Statements

This release contains statements which, to the extent they are not statements of historical or present fact, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (“PSLRA”), and such statements are intended to qualify for the protection of the safe harbor provided by the PSLRA. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of the Company’s objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of the Company’s management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are based upon management’s then-current views and assumptions regarding future events and operating performance. Although the Company’s management believes the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of its knowledge, forward-looking statements involve risks, uncertainties and other factors which may materially affect the Company’s business, financial condition, and results of operations or liquidity.

Forward-looking statements are not guarantees of future performance and actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to: changes in prevailing economic conditions, including fluctuations in supply of, demand for, and pricing of, the Company’s products; potential business uncertainties relating to the merger, including potential disruptions to the Company’s business and operational relationships, the Company’s ability to achieve anticipated synergies, and the anticipated costs, timing and complexity of the Company’s integration efforts; loss of, or reduction in, business from the Company’s largest customers or their failure to pay the Company; possible adverse effects of being leveraged,

including interest rate, event of default or refinancing risks, as well as potentially limiting the Company’s ability to invest in certain market opportunities; the Company’s ability to successfully develop and market new products; the Company’s rights and ability to mine its property and its renewal or receipt of the required permits and approvals from government authorities and other third parties; the Company’s ability to implement and realize efficiencies from capacity expansion plans, and cost reduction initiatives within its time and budgetary parameters; increasing costs or a lack of dependability or availability of transportation services or infrastructure and geographic shifts in demand; changing legislative and regulatory initiatives relating to the Company’s business, including environmental, mining, health and safety, licensing, reclamation and other regulation relating to hydraulic fracturing (and changes in their enforcement and interpretation); silica-related health issues and corresponding litigation; seasonal and severe weather conditions; other operating risks beyond the Company’s control; the risks discussed in the Risk Factors section of the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 22, 2019; and the other factors discussed from time to time in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC. This release should be read in conjunction with such filings, and you should consider all of such risks, uncertainties and other factors carefully in evaluating forward-looking statements.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures the Company makes on related subjects in its public announcements and SEC filing

Covia
Condensed Consolidated Statements of Income (Loss)
(unaudited)
	Three Months Ended March 31,
	2019			2018
	(in thousands, except per share amounts)
Revenues	$	428,246		$	369,821
Cost of goods sold (excluding depreciation, depletion,
and amortization shown separately)		361,560			260,319
Operating expenses
Selling, general and administrative expenses(A)		41,960			25,224
Depreciation, depletion and amortization expense		58,095			27,131
Restructuring charges		2,002			-
Other operating income, net		(6,859	)		-
Operating income (loss) from continuing operations		(28,512	)		57,147
Interest expense, net		25,603			2,298
Other non-operating expense, net		2,187			8,193
Income (loss) from continuing operations before provision (benefit) for income taxes		(56,302	)		46,656
Provision (benefit) for income taxes		(4,054	)		9,870
Net income (loss) from continuing operations		(52,248	)		36,786
Less: Net income from continuing operations attributable to the non-controlling interest		(3	)		-
Net income (loss) from continuing operations attributable to Covia Holdings Corporation		(52,245	)		36,786
Income from discontinued operations, net of tax		-			8,756
Net income (loss) attributable to Covia Holdings Corporation	$	(52,245	)	$	45,542
Continuing operations earnings (loss) per share
Basic	$	(0.40	)	$	0.31
Diluted		(0.40	)		0.31
Discontinued operations earnings per share
Basic		-			0.07
Diluted		-			0.07
Earnings (loss) per share
Basic		(0.40	)		0.38
Diluted	$	(0.40	)	$	0.38
Weighted average number of shares outstanding
Basic		131,287			119,645
Diluted		131,287			119,645
(A) - Stock compensation expense of $2,767 for the three months ended March 31, 2019 is included within selling, general, and administrative expenses.  We did not have stock compensation expense in the three months ended March 31, 2018.

Covia
Condensed Consolidated Statements of Cash Flows
(unaudited)
	Three Months Ended March 31,
	2019			2018
	(in thousands)
Net income (loss) attributable to Covia Holdings Corporation	$	(52,245	)	$	45,542
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion, and amortization		58,095			29,409
Amortization of deferred financing costs		1,490			-
Restructuring charges		2,002			-
Deferred income tax benefit		(8,596	)		579
Stock compensation expense		2,767			-
Net income from non-controlling interest		(3	)		-
Other, net		(1,852	)		(1,424	)
Change in operating assets and liabilities, net of business combination effect:
Accounts receivable		(44,525	)		(30,490	)
Inventories		2,785			(4,607	)
Prepaid expenses and other assets		7,703			(281	)
Accounts payable		(6,364	)		(13,323	)
Accrued expenses		(16,339	)		(3,264	)
Net cash provided by (used in) operating activities		(55,082	)		22,141
Cash flows from investing activities
Capital expenditures		(32,881	)		(46,253	)
Capitalized interest		(3,283	)		-
Proceeds from sale of fixed assets		-			334
Other investing activities		-			(52	)
Net cash used in investing activities		(36,164	)		(45,971	)
Cash flows from financing activities
Payments on Term Loan		(4,125	)		-
Payments on term debt		-			(328	)
Payments on other long-term debt		(87	)		-
Payments on finance lease liabilities		(1,120	)		-
Proceeds from share-based awards exercised or distributed		(24	)		-
Tax payments for withholdings on share-based awards exercised or distributed		(333	)		-
Net cash used in financing activities		(5,689	)		(328	)
Effect of foreign currency exchange rate changes		97			373
Decrease in cash and cash equivalents		(96,838	)		(23,785	)
Cash and cash equivalents:
Beginning of period		134,130			308,059
End of period	$	37,292		$	284,274

Covia
Condensed Consolidated Balance Sheets
(unaudited)
	March 31, 2019			December 31, 2018
	(in thousands)
Assets
Current assets
Cash and cash equivalents	$	37,292		$	134,130
Accounts receivable, net		312,052			267,268
Inventories, net		160,466			162,970
Other receivables		28,273			40,306
Prepaid expenses and other current assets		25,388			20,941
Total current assets		563,471			625,615
Property, plant and equipment, net		2,800,885			2,834,361
Operating right-of-use assets, net		422,897			-
Deferred tax assets, net		8,068			8,740
Goodwill		131,655			131,655
Intangibles, net		92,931			137,113
Other non-current assets		23,526			18,633
Non-current assets of discontinued operations		-			-
Total assets	$	4,043,433		$	3,756,117
Liabilities and Equity
Current liabilities
Current portion of long-term debt	$	15,700		$	15,482
Operating lease liabilities, current		73,305			-
Accounts payable		125,428			145,070
Accrued expenses		103,833			130,161
Total current liabilities		318,266			290,713
Long-term debt		1,611,201			1,612,887
Operating lease liabilities, non-current		315,841			-
Employee benefit obligations		53,349			54,789
Deferred tax liabilities, net		256,108			267,350
Other non-current liabilities		83,336			75,425
Non-current liabilities of discontinued operations		-			-
Total liabilities		2,638,101			2,301,164
Equity
Common stock		1,777			1,777
Additional paid-in capital		386,585			388,027
Retained earnings		1,595,714			1,647,959
Accumulated other comprehensive loss		(95,342	)		(95,225	)
Treasury stock at cost		(483,956	)		(488,141	)
Non-controlling interest		554			556
Total equity		1,405,332			1,454,953
Total liabilities and equity	$	4,043,433		$	3,756,117

Covia
Pro Forma Segment Information
(unaudited)
(in thousands)
		Three Months Ended March 31,
		2019		2018
		Covia, As Reported		Covia, As Reported		Fairmount Santrol Pre-Merger(1)		Covia Pro Forma Combined(2)
Volumes (tons)
Energy			4,432		2,976		2,636		5,612
Industrial			3,565		2,971		578		3,549
Total volumes			7,997		5,947		3,214		9,161
Revenues
Energy		$	236,075	$	207,461	$	242,182	$	449,643
Industrial			192,171		162,360		31,156		193,516
Total revenues			428,246		369,821		273,338		643,159
Segment gross profit(3)
Energy			15,064		65,495		76,114		141,609
Industrial			51,622		44,007		11,146		55,153
Total segment gross profit		$	66,686	$	109,502	$	87,260	$	196,762
		Three Months Ended December 31,
		2018
		Covia, As Reported
Volumes (tons)
Energy		4,354
Industrial		3,483
Total volumes		7,837
Revenues
Energy	$	255,611
Industrial		185,719
Total revenues		441,330
Segment gross profit(3)
Energy		31,252
Industrial		50,544
Total segment gross profit	$	81,796
__________
(1) Fairmount Santrol Pre-Merger financial results for the three months ended March 31, 2018 are for Fairmount Santrol Holdings Inc. ("Fairmount Santrol"),  as previously reported by Fairmount Santrol.
(2) The unaudited Covia Pro Forma Combined financial results include the aggregate results of operations for legacy Fairmount Santrol and legacy Unimin for periods preceding the June 1, 2018 merger.
(3) In the three months ended March 31, 2019, Energy segment gross profit was negatively impacted by the $2.1 million of non-cash charges relating to operating leases as a result of the adoption of Topic 842. As a result of the June 1, 2018 merger, legacy Fairmount Santrol inventories were written up to fair value under Generally Accepted Accounting Principles ("GAAP").  For the three months ended March 31, 2019, $0.8 million of this write-up was expensed through cost of goods sold, thereby reducing segment gross profit.  Of this $0.8 million for the three months ended March 31, 2019, $0.4 million impacted the Energy segment and $0.4 million impacted the Industrial segment.  For the three months ended December 31, 2018, $3.6 million of this write-up was expensed through cost of sales thereby reducing segment gross profit.  Of this $3.6 million for the three months ended December 31, 2018, $2.5 million and $1.1 million impacted the Energy and Industrial segments, respectively. In the three months ended December 31, 2018, Energy segment gross profit was negatively impacted by $8.1 million from the in-basin facilities due to start-up costs and losses as they were scaling production.

Covia
Pro Forma Net Income (Loss) Information & Reconciliation to Non-GAAP Measures (unaudited)
The following table reconciles EBITDA and Adjusted EBITDA, non-GAAP financial measures, to the most directly comparable GAAP measure, net income (loss) from continuing operations (amounts in thousands)
	Three Months Ended March 31,
	2019			2018
	As Reported			As Reported		Fairmount Santrol Pre-Merger(3)			Merger Pro Forma Adjustments(1)			Covia Pro Forma Combined(2)
Revenues	$	428,246		$	369,821	$	273,338		$	-		$	643,159
Cost of goods sold (excluding depreciation, depletion,
and amortization shown separately)(9)		361,560			260,319		186,078			-			446,397
Operating expenses
Selling, general and administrative expenses		41,960			25,224		27,353			(3,334	)		49,243
Depreciation, depletion and amortization expense		58,095			27,131		17,225			6,008			50,364
Goodwill and other asset impairments		-			-		-			-			-
Restructuring charges		2,002			-		-			-			-
Other operating income, net		(6,859	)		-		(729	)		-			(729	)
Operating income (loss) from continuing operations		(28,512	)		57,147		43,411			(2,674	)		97,884
Interest expense, net		25,603			2,298		13,783			4,265			20,346
Other non-operating expense, net		2,187			8,193		-			(5,300	)		2,893
Income (loss) from continuing operations before provision (benefit) for income taxes		(56,302	)		46,656		29,628			(1,639	)		74,645
Provision (benefit) for income taxes		(4,054	)		9,870		872			636			11,378
Net income (loss) from continuing operations		(52,248	)		36,786		28,756			(2,275	)		63,267
Less: Net income from continuing operations attributable to the non-controlling interest		(3	)		-		3			-			3
Net income (loss) from continuing operations attributable to Covia Holdings Corporation		(52,245	)		36,786		28,753			(2,275	)		63,264
Interest expense, net		25,603			2,298		13,783			4,265			20,346
Provision (benefit) for income taxes		(4,054	)		9,870		872			636			11,378
Depreciation, depletion and amortization expense		58,095			27,131		17,225			6,008			50,364
EBITDA		27,399			76,085		60,633			8,634			145,352
Non-cash charges relating to operating leases(4)		2,100			-		-			-			-
Non-cash stock compensation expense(5)		2,767			-		3,420			-			3,420
Costs and expenses related to the Merger and integration(6)		651			5,300		3,334			(8,634	)		-
Restructuring expenses(7)		2,002			-		-			-			-
Adjusted EBITDA	$	34,919		$	81,385	$	67,387		$	-		$	148,772
	Three Months Ended December 31,
	2018
	As Reported
Revenues	$	441,330
Cost of goods sold (excluding depreciation, depletion,
and amortization shown separately)(9)		359,534
Operating expenses
Selling, general and administrative expenses		45,828
Depreciation, depletion and amortization expense		63,996
Goodwill and other asset impairments		(10,609	)
Restructuring charges		7,204
Other operating expense (income), net		(4,694	)
Operating income (loss) from continuing operations		(19,929	)
Interest expense, net		24,997
Other non-operating expense, net		(1,327	)
Income from continuing operations before provision for income taxes		(43,599	)
Provision (benefit) for income taxes		4,511
Net income (loss) from continuing operations		(48,110	)
Less: Net income (loss) from continuing operations attributable to the non-controlling interest		29
Net income (loss) from continuing operations attributable to Covia Holdings Corporation		(48,139	)
Interest expense, net		24,997
Provision (benefit) for income taxes		4,511
Depreciation, depletion and amortization expense		63,996
EBITDA		45,365
Non-cash stock compensation expense(5)		2,365
Costs and expenses related to the Merger and integration(6)		3,156

Restructuring expenses(7)		3,599
Goodwill and other asset impairments(8)		(10,609	)
Adjusted EBITDA	$	43,876
__________
(1) The unaudited pro forma condensed financial information presents the Company’s combined results as if the Merger had occurred on January 1, 2017.   The pro forma financial information was prepared to give effect to events that are (i) directly attributable to the Merger; (ii) factually supportable; and (iii) expected to have a continuing impact on the Company’s results.   All material intercompany transactions during the periods presented have been eliminated.  These pro forma results include adjustments for interest expense that would have been incurred to finance the transaction and reflect purchase accounting adjustments for additional depreciation, depletion and amortization on acquired property, plant and equipment and intangible assets in prior periods which resulted in a reduction to depreciation, depletion and amortization in the current periods.  The pro forma results exclude Merger related transaction costs and expenses that were incurred in conjunction with the transaction for all periods presented.
(2) The unaudited Covia Pro Forma Combined financial results include the aggregate results of operations for legacy Fairmount Santrol and legacy Unimin for periods preceding the June 1, 2018 merger.
(3) Fairmount Santrol Pre-Merger financial results are for Fairmount Santrol for the three months ended March 31, 2018, as previously reported by Fairmount Santrol.
(4) Represents amount of operating lease expense incurred for the three months ended March 31, 2019 related to intangible assets that were reclassified to Operating right-of-use assets, net on the Condensed Consolidated Balance Sheets, as a result of the adoption of Topic 842.  The expense, previously recognized as non-cash amortization expense, is now recognized in Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) on the Condensed Consolidated Statement of Income (Loss).
(5) Represents the non-cash expense for stock-based awards issued to employees and outside directors.  Stock compensation expenses are reported in Selling, general & administrative expenses ("SG&A").
(6) Costs and expenses related to the Merger with Fairmount Santrol include legal, accounting, financial advisory services, severance, debt extinguishment, and integration expenses.
(7) Represents expenses associated with restructuring activities as a result of the Merger and idled plant facilities, including, pension and severance expenses, in addition to other liabilities recognized.
(8) Represents expenses associated with the impairment of goodwill in the Energy segment and the impairment of assets from idled facilities for the three months ended December 31, 2018.
(9) In the three months ended March 31, 2019, cost of goods sold included $2.1 million of non-cash charges relating to operating leases as a result of the adoption of Topic 842. As a result of the June 1, 2018 merger, legacy Fairmount Santrol inventories were written up to fair value under Generally Accepted Accounting Principles ("GAAP").  For the three months ended March 31, 2019, $0.8 million of this write-up was expensed through cost of goods sold, thereby reducing segment gross profit.  Of this $0.8 million for the three months ended March 31, 2019, $0.4 million impacted the Energy segment and $0.4 million impacted the Industrial segment.  For the three months ended December 31, 2018, $3.6 million of this write-up was expensed through cost of sales thereby reducing segment gross profit.  Of this $3.6 million for the three months ended December 31, 2018, $2.5 million and $1.1 million impacted the Energy and Industrial segments, respectively. In the three months ended December 31, 2018, Energy segment gross profit was negatively impacted by $8.1 million from the in-basin facilities due to start-up costs and losses as they were scaling production.

Investor contact:

Matthew Schlarb

440-214-3284

Matthew.Schlarb@coviacorp.com

Source: Covia

EX-99.2

Investor Presentation May 9, 2019 Exhibit 99.2

Forward Looking Statements Forward-Looking Statements   This presentation contains forward-looking statements intended to qualify for the protection of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of the Company’s objectives, strategies, plans, goals or targets are also forward-looking statements.   Forward-looking statements are based upon management’s then-current views and assumptions regarding future events and operating performance that may ultimately prove to be inaccurate. Although management believes the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of its knowledge, forward-looking statements involve risks, uncertainties and other factors which may materially affect the Company’s business, financial condition, results of operations or liquidity.   Forward-looking statements are not guarantees of future performance and actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, the risks discussed in the Risk Factors section of the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 22, 2019; and the other factors discussed from time to time in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC. This release should be read in conjunction with such filings, and you should consider all of such risks, uncertainties and other factors carefully in evaluating forward-looking statements. .   Pro Forma Information and Non-GAAP Financial Measures   This presentation includes pro forma financial results which include the combined results of operations for Fairmount Santrol and Unimin for periods preceding the June 1, 2018 merger. This presentation also includes non-GAAP financial measures, including EBITDA, adjusted EBITDA and other measures identified as “adjusted” results. Please refer to the Appendix for a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Management believes this supplemental financial information enhances an investor’s understanding of Covia’s financial performance as it excludes those items which impact comparability of operating trends. The non-GAAP financial information should not be considered in isolation or viewed as a substitute for measures of performance calculated in accordance with GAAP, but should be viewed in addition to the results as reported by Covia. The inclusion of non-GAAP financial information as used in this presentation is not necessarily comparable to other similarly titled measures of other companies due to the potential inconsistencies in the method of presentation and items considered.

Covia: A Leading Diversified Mineral and Material Solutions Company Covia is a leading provider of advanced mineral-based material solutions across Industrial and Energy markets Energy North America’s largest provider of sand-based proppants to the oil and gas sector 18 million tons of Northern White nameplate capacity at unit train capable facilities 8 million tons of in-basin capacity in the Permian and Mid-Con Broad array of proppant, cementing and dust mitigation products and last mile solutions serving every major shale play Integrated, low-cost distribution capabilities from mine to well Industrial More than 19 million tons of capacity Serving core markets - glass, ceramics, building products, coatings, polymers, metals and foundry across North America Diversified across minerals, markets and geographies providing resilient cash flow generation and multiple avenues of growth Expansive and strategically located footprint providing unique capabilities to serve a blue chip customer base

1 Rate of all incidents reportable to MSHA. 2 MSHA All Incident rate from table 2 of the Mine Injury and Worktime, Quarterly Report (January – December 2018, Preliminary). Leading safety performance Clearly Covia™ Unique Culture with Strong Focus on Safety Total Recordable Incident Rate 2018 Safety First Be Different Deliver on Promise Do Good. Do Well. Act Responsibly.

Unique Competitive Advantages Size, Scale and Geography Technical Innovation Distribution Network Product and Market Diversity

Strength Through Diversity of Businesses, Geographies and Minerals Industrial 45% Energy 55% 2018 Pro Forma Industrial Revenues¹ 2015 - 2018 Pro Forma Volumes¹ Geographies² Minerals 1 – Excludes HPQ business 2 – Geographic destination

INDUSTRIAL SEGMENT

A Diverse Mix of End Markets Containers Touch screens Automotive Architectural Solar Tiles Sanitary ware Bathtubs & sinks Demonstrated leadership and customer knowledge across diversified end markets Grouts and mortars Commercial flooring Roofing shingles Quartz surfaces Fiberglass Transport - auto, rail & aerospace Equipment – construction agriculture & mining Household & building products Defense Paints Architectural coatings Agricultural films Antiblock additives Custom turf blends Golf bunker sand Play sand Commercial filtration Pool filters W&W Railroad GLASS BUILDING PRODUCTS FOUNDRY CASTINGS COATINGS & POLYMERS SPORTS & RECREATION OTHER CERAMICS 10-15% 10-15% <5% Percentage of Industrial revenues by end market <5% 10-15% 15-20% 40-45%

Multi-Functional Products Serve Wide Customer Base Product Glass Coatings & Polymers Ceramics Building Products Foundry Castings Filtration Sports & Recreation Silica ü ü ü ü ü ü ü Nepheline Syenite ü ü ü ü ü Feldspar ü ü Clay & Kaolin ü ü ü ü ü Lime ü ü ü ü Coated Products ü ü Custom Blending ü ü ü ü Resin Systems ü DST™ (Dust Suppression Technology) ü ü ü ü

Multiple Pathways to Capture Growth Largest reserves in North America Used primarily in glass, coatings & polymers and ceramics Share gains from substitute minerals driving growth Further expanding capacity to serve growing containerized glass market High-quality specification for glass manufacturers including low-iron content Fueled by Mexican brewers, who are experiencing strong export growth Well positioned to supply building products in region with robust construction Multi-product offering enhances value proposition to customers Plants Industrial Hybrid Mineral: Nepheline Syenite Market: Mexican Glass Geography: Southeast U.S.

Why Customers Choose Covia Understanding customer needs and expectations to deliver total solutions Delivering the right product, at a consistent specification, at the right time is critical to customer operations Technical collaboration with customers to make tomorrow’s products today Proven commitment to industrial customer throughout cycles Expansive coverage to serve North America’s largest industrial customers Over 2,000 customers across diversified end markets Customer Knowledge Reliability & Consistent Quality Technology & Expertise Commitment Strategically Located

Resilient Industrial Segment Through Cycles Pro Forma Industrial Gross Profit¹ In millions 1 – Excludes gross profit generated by HPQ business Industrial margins resilient, even through energy downturns

ENERGY SEGMENT

Energy Scale to Meet Demand Plants Energy Hybrid Coating Terminals Map excludes two terminals located in Canada Scale Matters Simplification of customers’ supply chains Substantial operating leverage Flexibility to scale production with market demand Ability to serve every basin from tier-1 assets at industry-leading costs

Tier 1 Proppant Asset Portfolio In-Basin Plants Primary Basin(s) Served Logistics Energy Capacity (mtpa) Kermit, TX Crane,TX Seiling, OK Permian, Mid-Con 8.0 N/A Unit Train Capable Wedron, IL Oregon, IL Bakken, Mid-Con Rockies, Permian, Eagle Ford Yes Utica, IL Northeast Yes Tunnel City, WI Bakken, Canada Yes 3.0² Permian, Midcon, Rockies, Eagle Ford, Haynesville Yes Unrivaled optionality of low-cost Northern White plants, complemented by low-cost in basin plants and 3.7 million tons of flexible hybrid capacity 8.5 3.1 3.2¹ Kasota, MN 1 – Currently rated to 1.2 mtpa 2 – Currently rated to 1.7 mtpa

Size and Scale Leading Logistics Capabilities Local In-Basin Northern White Curable & Tempered Propel SSP® DST™ Solutions for All Well Environments Raw Sand Resin Coated Sand Proppant Transport Dust Mitigation Well-located plants serving Permian and MidCon basins High-quality raw sand used in all basins Addresses flowback and high-pressure challenges Polymer coating improves completions efficiency, proppant placement and well productivity Coating to reduce respirable silica more cost effectively than engineered alternatives Product Portfolio Unmatched in Industry Multi-basin local sand Northern White Resin Coated Sand SSP Dust Mitigation Coating Last Mile CVIA ü ü ü ü ü ü Public Peer 1 ü ü Public Peer 2 ü ü ü Public Peer 3 ü ü ü Public Peer 4 ü ü Mine to Well Last Mile Offering integrated mine to well-site solutions thru multiple partnerships

Higher Productivity from Northern White Northern white sand has the ability to better withstand formation stress, and therefore achieve better conductivity. 100 Mesh 6k Continuous Hold Conductivity Testing Conductivity, mD-ft Greater Northern White conductivity after two weeks of testing 1.7x Northern White West Texas 60% decline 16% decline Northern White after 6k testing for 2 weeks WTX sample after 6k testing for 2 weeks Sand Type Typical Crush Strength (psi) 100 mesh White Sand 11-12k WTX Regional 9-10k With as little as a 2% average decline in productivity from using inferior proppant, lost revenue can exceed initial cost savings in less than a year Days Source: Stim-Lab and Covia

Financial Transition Slide FINANCIALS and OUTLOOK

Financial Highlights Highlights Q1 2019 Industrial and Energy volumes squarely within guidance Sequential strengthening across both segments in March Q2 2019 Industrial and Energy volume outlook remains in-line with previous guidance Expected tailwinds to improved Q2 results: Seasonal increase in sequential Industrial demand Improving Energy market conditions Growing local sand volumes Northern White sand price increases Lower costs Realization of profit optimization initiatives 2017 Q3 18 LTM

Repositioning for Energy Market Changes NWS capacity consolidated into low-cost footprint Millions of tons Millions 18.4% decrease Continued focus on optimizing costs Local sand capacity to meet customer needs

Q1 2019 Results In millions Industrial Energy Total Company Volumes (tons) 3.6 4.4 8.0 Revenue $192.2 $236.1 $428.2 Gross Profit $51.6¹ $15.1 ² $66.7³ SG&A -- -- $42.04 Adjusted EBITDA -- -- $34.95 1 - Includes $0.5mm in purchase accounting charges 2 - Includes negative impacts of $2.1 mm from Voca shutdowns, $2.1 mm lease expense from lease accounting standard change and $0.4mm in purchase accounting charges 3 - Includes negative impacts of $2.1 mm from Voca shutdowns, $2.1 mm lease expense from lease accounting standard change and $0.9mm in purchase accounting charges 4 - Includes $2.8mm non-cash stock comp and $0.7mm in integration expenses 5 - Includes negative impact of $2.1mm from Voca shutdowns and $0.9mm in purchase accounting charges

Outlook Industrial Q2 2019 Volumes ~3.8 million tons Energy Q2 2019 Volumes 5.0 to 5.3 million tons Total Company FY19 SG&A $160 - $170 million Includes ~$10mm in non-cash stock comp Capex $80 to $100 million

Focus on Cash Flows and Deleveraging Optimize Assets Pathway to Net Debt Deleveraging Maximize Cash Flow Reduce Net Debt Predictable Industrial business: $225 million gross profit in 2018 Advantaged Energy assets that have been consolidated into low-cost footprint Capital discipline and reduced capital expenditures as 2019 progresses Structural cost improvements Improved working capital

Appendix

Appendix: Non-GAAP Reconciliation 2019 As Reported Net income (loss) from continuing operations attributable to Covia Holdings Corporation (52,245 Interest expense, net 25,603 Provision (benefit) for income taxes (4,054 Depreciation, depletion and amortization expense 58,095 EBITDA 27,399 Non-cash charges relating to operating leases(1) 2,100 Non-cash stock compensation expense(2) 2,767 Costs and expenses related to the Merger and integration(3) 651 Restructuring expenses(4) 2,002 Adjusted EBITDA $ 34,919 Net Income (Loss) Information & Reconciliation to Non-GAAP Measures (unaudited) The following table reconciles EBITDA and Adjusted EBITDA, non-GAAP financial measures, to the most directly comparable GAAP measure, net income (loss) from continuing operations (amounts in thousands) (1) Represents amount of operating lease expense incurred for the three months ended March 31, 2019 related to intangible assets that were reclassified to Operating right-of-use assets, net on the Condensed Consolidated Balance Sheets, as a result of the adoption of Topic 842. The expense, previously recognized as non-cash amortization expense, is now recognized in Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) on the Condensed Consolidated Statement of Income (Loss). (2) Represents the non-cash expense for stock-based awards issued to employees and outside directors. Stock compensation expenses are reported in Selling, general & administrative expenses ("SG&A"). (3) Costs and expenses related to the Merger with Fairmount Santrol include legal, accounting, financial advisory services, severance, debt extinguishment, and integration expenses. (4) Represents expenses associated with restructuring activities as a result of the Merger and idled plant facilities, including, pension and severance expenses, in addition to other liabilities recognized.