Smart Sand, Inc.
A maker of "Northern White" sand — a nearly pure quartz proppant used in hydraulic fracturing to hold open cracks in oil and gas wells — Smart Sand mines and processes it in Wisconsin and Illinois and ships it to well sites. Founded in 2011 and based in Yardley, Pennsylvania, the company was built to solve a supply-chain headache: getting high-quality frac sand to wellheads. The sand's name comes from where it's found — mined up north and naturally white because it's almost pure silica.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of the Company as of and for the periods presented below. The following discussion and analysis should be read in…
The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of the 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, 2025 contained in our Annual Report on Form 10-K. We use contribution margin, EBITDA, adjusted EBITDA and free cash flow herein as non-GAAP measures of our financial performance. For further discussion of contribution margin, EBITDA, adjusted EBITDA and free cash flow, see the section entitled “Non-GAAP Financial Measures.” We define various terms to simplify the presentation of information in this Quarterly Report on Form 10-Q (this “Report”). All share amounts are presented in thousands. Forward-Looking Statements 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 for the year ended December 31, 2025. Our estimates and forward-looking statements are primarily based on our current expectations and estimates of future events and trends, which affect or may affect our business 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 Report, may adversely affect our results as indicated in forward-looking statements. You should read this 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 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. Overview The Company We are a fully integrated frac and industrial sand supply and services company. We offer complete mine to wellsite proppant supply and logistics solutions to our frac sand customers. We produce low-cost, high quality Northern White sand, which is a premium sand used as proppant to enhance hydrocarbon recovery rates in the hydraulic fracturing of oil and natural gas wells and for a variety of industrial applications. We also offer proppant logistics solutions to our customers through our in-basin transloading terminals and our SmartSystems™ wellsite storage capabilities. In late 2021, we created our Industrial Products Solutions (“IPS”) business in order to diversify our customer base and markets we serve by offering sand for industrial uses. We market our products and services to oil and natural gas exploration and production companies, oilfield service companies, and diversified industrial and commercial customers. We sell our sand through long-term contracts, short-term supply agreements or spot sales in the open market. We provide wellsite proppant storage solutions services and equipment under flexible contract terms custom tailored to meet the needs of our customers. We believe that, among other things: (i) the size and favorable geologic characteristics of our sand reserves; (ii) the strategic location and logistical advantages of our facilities; (iii) our proprietary SmartDepot™ portable wellsite storage silos, SmartPath® wellsite proppant management system 23 SMART SAND, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) and SmartBelt™ conveyor; (iv) access to all Class I rail lines; and (v) the industry experience of our senior management team make us a highly attractive provider of sand and logistics services. We incorporated in Delaware in July 2011 and began operations at our Oakdale, Wisconsin facility with 1.1 million tons of annual processing capacity in July 2012. After several expansions, our current annual processing capacity at our Oakdale facility, which has access to both the Canadian Pacific and Union Pacific rail networks, is approximately 5.5 million tons. In 2020, we acquired our Ottawa, Illinois mine and processing facility, which has an annual processing capacity of approximately 1.6 million tons and access to the Burlington Northern Santa Fe rail network. In March 2022, we acquired our Blair, Wisconsin mine and processing facility, which has approximately 2.9 million tons of annual processing capacity and contains an onsite, unit train capable rail terminal with access to the Class I Canadian National Railway. In total, we have annual processing capacity of approximately 10.0 million tons across all of our operating facilities. We directly control five in-basin transloading facilities and have access to third party transloading terminals in substantially all operating basins. These terminals allow us to offer more efficient and sustainable delivery options to our customers. We operate a unit train capable transloading terminal in Van Hook, North Dakota to service the Bakken Formation in the Williston Basin. We also serve the Appalachian Basin through three company-controlled terminals. In January 2022, we began operations at a unit train capable transloading terminal in Waynesburg, Pennsylvania, which we expanded in 2023. In December 2023, we acquired the right to operate a terminal in Minerva, Ohio and in January 2024, we acquired the right to operate a terminal in Dennison, Ohio. These two Ohio terminals became operational in 2024. In September 2025, we completed the expansion of our terminal in Dennison, Ohio. We also have rights to use a rail terminal located in El Reno, Oklahoma. Additionally, we have long-standing relationships with third party terminal operators that allow us access to substantially all oil and natural gas exploration production basins of North America. We offer portable wellsite proppant storage and management solutions to our customers through our SmartSystems products and services. Our SmartSystems enable customers to unload, store and deliver proppant at the wellsite, and rapidly set up, takedown and transport the entire system. We have steadily grown our IPS business since its inception in late 2021. We expect to continue to expand and diversify to serve the major industrial markets throughout North America, including glass, foundry, building products, filtration, geothermal, renewables, ceramics, turf & landscape, retail and recreational uses. Market Trends Our historical results of operations and cash flows may not be indicative of results of operations and cash flows to be expected in the future. Events such as the ongoing conflicts in Ukraine and the Middle East, rapidly changing trade policies between the United States and other countries, the management of strategic petroleum reserves in various countries, and periodic output changes by the Organization of the Petroleum Exporting Countries may affect oil and natural gas prices and create volatility in the oilfield service sector. Recent U.S. actions in Iran and Venezuela have added uncertainty to global crude supply, pricing and market dynamics, which may indirectly affect demand for frac sand and related services. Anticipated increasing demand for natural gas in North America to support increased LNG export capacity and power generation needs for new data center development may impact the demand for frac sand. Our sales into Mexico and Canada are currently exempt from tariffs. Although our sales into Canada were subject to tariffs in early 2025, a Surtax Remission Order eliminated such tariffs on our sand. Should the tariff rates change, we anticipate that our customers would be responsible for the increased cost, which may result in customers sourcing their sand needs from other suppliers within their own countries. We are currently unable to estimate the effect of current or future events on our future financial position and results of operations. Therefore, we give no assurances that these events will not have a material adverse effect on our financial position or results of operations. During the first half of 2026, we experienced an increase in the volume of sand sold as customers increased their activity. There have also been modest sand pricing fluctuations over the periods presented, but we believe the fluctuation is consistent with other products in the oilfield services sector. We believe the demand for frac sand will continue to increase, driven by long-term demand for natural gas in North America and continued efforts by oil and natural gas producers to increase the efficiency of well completions and the increased production per well completed, which is leading to increased volume of sand 24 SMART SAND, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) per linear foot of lateral well. Frac sand demand may also increase over the next five years due to higher levels of drilling and completion of natural gas wells to supply natural gas for increased export capacity of liquefied natural gas (“LNG”) and increased power demand for data centers. North American LNG export capacity is currently expected to grow by over 50% by 2030. Artificial intelligence (“AI”) facilities are being planned in various locations across North America, including near the Marcellus region. Developers of AI facilities are looking for locations near existing natural gas wells, water, infrastructure and labor to be able to directly source some of their power supply needs. We are watching AI and LNG export capacity growth closely as a potential long-term driver of demand for our frac sand products and logistical services. Demand in the IPS business is stable as customers are spread over a wide range of industries including glass, foundry, building products, filtration, geothermal, renewables, ceramics, turf & landscape, retail, recreation and more. The IPS business is primarily influenced by macroeconomic drivers such as consumer demand and population growth. We believe that as this business grows, it may provide us with the ability to diversify a portion of our sales into more stable, consumer-driven products to help mitigate price volatility in the oil and gas industry. Since taking office on January 20, 2025, President Trump has issued a series of executive orders and memoranda signaling a shift in environmental and energy policy in the United States, including the revocation of numerous Biden-era executive orders, presidential memoranda and other executive actions related to public health, the environment, climate change and climate-related financial risks. President Trump also declared a national energy emergency, directing agencies to expedite conventional energy projects, and several agencies have undertaken actions of a deregulatory nature in accordance with the executive orders, memoranda and emergency declaration. Though our products are not currently subject to tariffs, recently, there have been fluctuating tariffs that may directly or indirectly affect our results of operations. We continue to actively monitor current events, but we are unable to estimate the magnitude of their effect on our future financial position, results of operations or cash flows, or give any assurances that these events will not have a material adverse effect on our financial position, results of operations, or cash flows. 25 SMART SAND, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) GAAP Results of Operations Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 The following table summarizes our revenue and expenses for the periods indicated. Three Months Ended June 30, Change 2026 2025 Dollars Percentage (in thousands) Revenues: Sand revenue $ 113,849 $ 84,590 $ 29,259 35 % SmartSystems revenue 1,201 1,180 21 2 % Total revenue 115,050 85,770 29,280 34 % Cost of goods sold: Sand cost of goods sold 93,861 75,673 18,188 24 % SmartSystems cost of goods sold 1,364 1,140 224 20 % Total cost of goods sold 95,225 76,813 18,412 24 % Gross profit 19,825 8,957 10,868 121 % Operating expenses: Selling, general and administrative 9,382 9,110 272 3 % Depreciation and amortization 552 604 (52) (9) % Gain on disposal of fixed assets, net (160) (680) 520 76 % Total operating expenses 9,774 9,034 740 8 % Operating income (loss) 10,051 (77) 10,128 13,153 % Other income (expenses): Interest expense, net (303) (316) 13 4 % Other income 472 66 406 615 % Total other income (expenses), net 169 (250) 419 168 % Income (loss) before income tax expense (benefit) 10,220 (327) 10,547 3,225 % Income tax expense (benefit) 52 (21,723) 21,775 100 % Net income $ 10,168 $ 21,396 $ (11,228) (52) % Revenues Revenues were $115.1 million and tons sold were approximately 1,864,000 for the three months ended June 30, 2026. Revenues for the three months ended June 30, 2025 were $85.8 million, during which time we sold approximately 1,424,000 tons of sand. The key factors contributing to the increase of $29.3 million in revenues for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, were an approximate 31% increase in total sales volumes and slightly higher sand pricing. Cost of Goods Sold Cost of goods sold was $95.2 million and $76.8 million for the three months ended June 30, 2026 and 2025, respectively. The increase in cost of goods sold for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to higher volumes sold in the current period and the related increase in mining, production and freight costs. 26 SMART SAND, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) Gross Profit Gross profit was $19.8 million for the three months ended June 30, 2026, compared to $9.0 million for the three months ended June 30, 2025. The increase in profitability for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was primarily due to higher sales volumes. As volumes increased, incremental tons sold contributed to higher margins, resulting in a gross profit increase that outpaced revenue on a percentage basis. Operating Expenses Selling, general and administrative expenses increased to $9.4 million for the three months ended June 30, 2026 compared to $9.1 million for the three months ended June 30, 2025. The increase in selling, general and administrative expenses was primarily due to higher royalty expense associated with higher sales volumes for the three months ended June 30, 2026. Interest Expense, net We incurred $0.3 million and $0.3 million of net interest expense for the three months ended June 30, 2026 and 2025, respectively. Other Income Other income was $0.5 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively. The increase in other income was primarily attributable to a $0.4 million equipment cost recovery related to previously incurred costs. Income Tax Expense (Benefit) For the three months ended June 30, 2026 and 2025, our effective tax rate was approximately 0.5% and 6643.1%, respectively. We are required to record our interim period income tax expense (benefit) in accordance with GAAP, which requires that we estimate our full year effective tax rate and apply that rate to the net income for the period. Our effective tax rate includes modifications from the statutory rate for items such as income tax credits, tax depletion deduction, valuation allowance, and state taxes, among other items. The biggest driver of our income tax expense (benefit) is our depletion deduction calculation, which is not directly related to the net income of our Company. This tax deduction has an equally large effect on our income tax rate, which is the basis for the quarterly income tax expense (benefit) calculation. We do not expect to be a payer of federal income tax in 2026 and we expect to pay an immaterial amount of state income taxes in 2026. Because of the difference between income tax recorded on a GAAP basis and the cash taxes we expect to pay, we use additional non-GAAP performance measures of contribution margin, adjusted EBITDA, and free cash flow to evaluate our results of operations. As of June 30, 2026, we have recorded a liability for uncertain tax positions included in our balance sheet, related to our depletion deduction methodology. As of June 30, 2026, we determined that it is more likely than not that we will not be able to fully realize the benefits of certain existing deductible temporary differences and have recorded a partial valuation allowance against the gross deferred tax assets, which is included in liabilities, long-term, net on our balance sheet, and a corresponding increase to the income tax expense on our condensed consolidated statement of operations. Net Income Net income was $10.2 million for the three months ended June 30, 2026 as compared to net income of $21.4 million for the three months ended June 30, 2025. Gross profit increased in the current period primarily due to higher sales volumes and modest pricing improvements, which was offset by the increase in cost of goods sold associated with those volumes. Our income tax expense (benefit) further contributed to the difference in net income between the current and prior year periods. 27 SMART SAND, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 The following table summarizes our revenue and expenses for the periods indicated. Six Months Ended June 30, Change 2026 2025 Dollars Percentage (in thousands) Revenues: Sand revenue $ 206,337 $ 149,054 $ 57,283 38 % SmartSystems revenue 1,824 2,274 (450) (20) % Total revenue 208,161 151,328 56,833 38 % Cost of goods sold: Sand cost of goods sold 179,703 137,331 42,372 31 % SmartSystems cost of goods sold 2,525 2,268 257 11 % Total cost of goods sold 182,228 139,599 42,629 31 % Gross profit 25,933 11,729 14,204 121 % Operating expenses: Selling, general and administrative 20,091 18,353 1,738 9 % Depreciation and amortization 1,121 1,223 (102) (8) % Gain on disposal of fixed assets, net (457) (720) 263 37 % Total operating expenses 20,755 18,856 1,899 10 % Operating income (loss) 5,178 (7,127) 12,305 173 % Other income (expenses): Interest expense, net (558) (658) 100 15 % Other income 568 195 373 191 % Total other income (expenses), net 10 (463) 473 102 % Income (loss) before income tax (benefit) expense 5,188 (7,590) 12,778 168 % Income tax (benefit) expense (1,120) (4,755) 3,635 76 % Net income (loss) $ 6,308 $ (2,835) $ 9,143 323 % Revenues Revenues were $208.2 million and tons sold were approximately 3,356,000 for the six months ended June 30, 2026. Revenues for the six months ended June 30, 2025 were $151.3 million, during which time we sold approximately 2,493,000 tons of sand. The key factors contributing to the change in revenues for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 were as follows: •Sand revenue increased to $206.3 million for the six months ended June 30, 2026 versus $149.1 million for the six months ended June 30, 2025. Total volumes increased by approximately 35% and sand pricing per ton was slightly higher in the current period. •SmartSystems revenue was approximately $1.8 million for the six months ended June 30, 2026 compared to $2.3 million for the six months ended June 30, 2025. The decline in SmartSystems revenue was due to lower utilization of our SmartSystems fleet. 28 SMART SAND, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) Cost of Goods Sold Cost of goods sold was $182.2 million and $139.6 million for the six months ended June 30, 2026 and June 30, 2025, respectively. The increase was primarily due to higher volumes sold in the current period and the related increase in mining, production and freight costs. Gross Profit Gross profit was $25.9 million and $11.7 million for the six months ended June 30, 2026 and June 30, 2025, respectively. The gross profit for the six months ended June 30, 2026 was higher, compared to the six months ended June 30, 2025, due primarily to higher sales volumes at slightly higher selling prices in the current period. Operating Expenses Selling, general and administrative expenses were $20.1 million for the six months ended June 30, 2026 compared to $18.4 million for the six months ended June 30, 2025. The increase in selling, general and administrative expenses was driven primarily by increased royalty expense associated with higher sales volumes. The gain on disposal of assets of $0.5 million for the six months ended June 30, 2026 was related to disposals of heavy equipment. Interest Expense, net We incurred $0.6 million and $0.7 million of net interest expense for the six months ended June 30, 2026 and June 30, 2025, respectively. Other Income Other income was $0.6 million and $0.2 million for the six months ended June 30, 2026 and June 30, 2025, respectively. The increase in other income was primarily attributable to a $0.4 million equipment cost recovery related to previously incurred costs. Income Tax (Benefit) Expense For the six months ended June 30, 2026 and June 30, 2025, our effective tax rate was approximately (21.6)% and 62.6%, respectively. We are required to record our interim period income tax (benefit) expense in accordance with GAAP, which requires that we estimate our full year effective tax rate and apply that rate to the net income for the period. Our effective tax rate includes modifications from the statutory rate for items such as income tax credits, tax depletion deduction, valuation allowance, and state taxes, among other items. The biggest driver of our income tax (benefit) expense is our depletion deduction calculation, which is not directly related to the net income of our Company. This tax deduction has an equally large effect on our income tax rate, which is the basis for the quarterly income tax (benefit) expense calculation. We do not expect to be a payer of federal income tax in 2026 and we expect to pay an immaterial amount of state income taxes in 2026. Because of the difference between income tax recorded on a GAAP basis and the cash taxes we expect to pay, we use additional non-GAAP performance measures of contribution margin, adjusted EBITDA, and free cash flow to evaluate our results of operations. As of June 30, 2026, we have recorded a liability for uncertain tax positions included on our balance sheet, related to our depletion deduction methodology. As of June 30, 2026, we determined that it is more likely than not that we will not be able to fully realize the benefits of certain existing deductible temporary differences and have recorded a partial valuation allowance against the gross deferred tax assets, which is included in liabilities, long-term, net on our balance sheet, and a corresponding increase to the income tax expense on our condensed consolidated statements of operations. Net Income (Loss) Net income was $6.3 million for the six months ended June 30, 2026 as compared to net loss of $2.8 million for the six months ended June 30, 2025. Net income improved in the current period primarily due to higher sales volumes partially offset 29 SMART SAND, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) by an increase in cost of goods sold and operating expenses. Our income tax (benefit) expense further contributed to the difference in net income between the current and prior year periods. Non-GAAP Financial Measures Contribution margin, EBITDA, adjusted EBITDA and free cash flow 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. Gross profit is the GAAP measure most directly comparable to contribution margin, net income is the GAAP measure most directly comparable to EBITDA and adjusted EBITDA and net cash provided by operating activities is the GAAP measure most directly comparable to free cash flow. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measures. 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 contribution margin, EBITDA, adjusted EBITDA or free cash flow in isolation or as substitutes for an analysis of our results as reported under GAAP. Because contribution margin, EBITDA, adjusted EBITDA and free cash flow 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. Contribution Margin We use contribution margin, which we define as total revenues less cost of goods sold excluding depreciation, depletion and accretion of asset retirement obligations, to measure our financial and operating performance. Contribution margin excludes other operating expenses and income, including costs not directly associated with the operations of our business such as accounting, human resources, information technology, legal, sales and other administrative activities. We believe that reporting contribution margin and contribution margin per ton sold provides useful performance metrics to management and external users of our financial statements, such as investors and commercial banks, because these metrics provide an operating and financial measure of our ability, as a combined business, to generate margin in excess of our operating cost base. Gross profit is the GAAP measure most directly comparable to contribution margin. Contribution margin should not be considered an alternative to gross profit presented in accordance with GAAP. Since contribution margin may be defined differently by other companies in our industry, our definition of contribution margin may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. The following table presents a reconciliation of gross profit to contribution margin. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands, except per ton amounts) Revenue $ 115,050 $ 85,770 $ 208,161 $ 151,328 Cost of goods sold 95,225 76,813 182,228 139,599 Gross profit 19,825 8,957 25,933 11,729 Depreciation, depletion, and accretion of asset retirement obligations 7,282 6,827 14,363 13,633 Contribution margin $ 27,107 $ 15,784 $ 40,296 $ 25,362 Contribution margin per ton $ 14.54 $ 11.08 $ 12.01 $ 10.17 Total tons sold 1,864 1,424 3,356 2,493 Contribution margin was $27.1 million and $15.8 million, or $14.54 and $11.08 per ton sold, for the three months ended June 30, 2026 and 2025, respectively. Contribution margin was $40.3 million and $25.4 million, or $12.01 and $10.17 per ton sold, for the six months ended June 30, 2026 and 2025, respectively. The increase for the three and six months ended June 30, 30 SMART SAND, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) 2026, compared to June 30, 2025 was primarily due to increased sales volumes at slightly higher average selling prices. Incremental tons sold generated higher contribution margin and improved contribution margin per ton. EBITDA and Adjusted EBITDA We define EBITDA as net income, plus: (i) depreciation, depletion and amortization expense; (ii) income tax expense (benefit) and other results of operations based taxes; and (iii) interest expense. 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; (iii) equity compensation; (iv) acquisition and development costs; (v) non-recurring cash charges related to restructuring, retention and other similar actions; (vi) earn-out, contingent consideration obligations; and (vii) non-cash items and unusual or non-recurring items. 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; •our operating performance as compared to those of other companies in our industry without regard to the impact of financing methods or capital structure; and •our debt covenant compliance, as adjusted EBITDA is a key component of critical covenants to the FCB ABL Credit Facility. 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 net income (loss) to EBITDA and Adjusted EBITDA for each of the periods indicated. Three Months Ended June 30, 2026 Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Net income (loss) $ 10,168 $ 21,396 $ 6,308 $ (2,835) Depreciation, depletion and amortization 7,622 7,236 15,061 14,440 Income tax (benefit) expense and other taxes 52 (21,723) (1,120) (4,755) Interest expense 378 344 773 717 EBITDA $ 18,220 $ 7,253 $ 21,022 $ 7,567 Net gain on disposal of fixed assets (160) (680) (457) (720) Equity compensation 722 909 1,634 1,768 Acquisition and development costs — — 71 — Accretion of asset retirement obligations 289 269 577 564 Equipment cost recovery (419) — (419) — Adjusted EBITDA $ 18,652 $ 7,751 $ 22,428 $ 9,179 31 SMART SAND, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) Adjusted EBITDA was $18.7 million for the three months ended June 30, 2026 compared to $7.8 million for the three months ended June 30, 2025. Adjusted EBITDA was $22.4 million for the six months ended June 30, 2026 compared to $9.2 million for the six months ended June 30, 2025. The increase in adjusted EBITDA for the three and six months ended June 30, 2026, compared to the same period in 2025 was primarily driven by higher sales volumes of sand sold, while keeping operating expenses at relatively consistent levels. Free Cash Flow Free cash flow, which we define as net cash provided by operating activities less purchases of property, plant and equipment, is used as a supplemental financial measure by our management and by external users of our financial statements, such as investors and commercial banks, to measure the liquidity of our business. Net cash provided by operating activities is the GAAP measure most directly comparable to free cash flow. Free cash flow should not be considered an alternative to net cash provided by operating activities presented in accordance with GAAP. Because free cash flow may be defined differently by other companies in our industry, our definition of free cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. The following table presents a reconciliation of net cash provided by operating activities to free cash flow. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Net cash provided by operating activities $ 3,413 $ (5,137) $ 6,456 $ 3,587 Purchases of property, plant and equipment (4,768) (2,676) (6,969) (6,212) Free cash flow $ (1,355) $ (7,813) $ (513) $ (2,625) Free cash flow was $(1.4) million for the three months ended June 30, 2026 compared to $(7.8) million for the three months ended June 30, 2025. Free cash flow was $(0.5) million for the six months ended June 30, 2026 compared to $(2.6) million for the six months ended June 30, 2025. The increase in free cash flow for the three and six months ended June 30, 2026 was primarily due to positive cash flows from operating activities due to the increased sales volume activity and higher conversion of working capital to cash offset by increased capital expenditures in the period. Higher sales volumes can create short-term working capital pressure as the cost to produce and deliver our sand are paid before our receivables are collected. Liquidity and Capital Resources Our primary sources of liquidity are cash flow generated from operations and availability under our FCB ABL Credit Facility and other equipment financing sources. As of June 30, 2026, cash on hand was $10.2 million and we had $30.0 million in undrawn availability on our FCB ABL Credit Facility. Based on our balance sheet, cash flows, current market conditions, and information available to us at this time, we believe that we have sufficient liquidity and other available capital resources, to meet our cash needs for the next twelve months. Material Cash Requirements Dividends On July 16, 2026, our Board of Directors declared a special dividend of $0.10 per share of common stock, which will be paid on August 12, 2026 to stockholders of record at the close of business on July 28, 2026. The dividend payment will return approximately $4.2 million to shareholders. On April 9, 2026, our Board of Directors declared a special dividend of $0.10 per share of common stock, which was paid on May 5, 2026 to stockholders of record at the close of business on April 22, 2026. The dividend payment returned approximately $3.9 million to our shareholders. 32 SMART SAND, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) Share Repurchase Program and 10b5-1 Trading Plan On February 23, 2026, our Board of Directors approved a two-year share repurchase program under which we may purchase up to $20.0 million of our common stock (the “New Repurchase Program”). The New Repurchase Program went into effect on April 3, 2026 upon the expiration of our previous share repurchase program and will continue through April 2, 2028. Pursuant to the New Repurchase Program, we may repurchase our ordinary shares from time to time, in amounts, at prices and at such times as management deems appropriate, subject to market conditions and other considerations. Management may make repurchases in the open market, privately negotiated transactions, accelerated repurchase programs or structured share repurchase programs. The New Repurchase Program will be conducted in compliance with applicable legal requirements and shall be subject to market conditions and other factors. The New Repurchase Program does not obligate us to acquire any particular amount of ordinary shares, and the New Repurchase Program may be modified or suspended at any time at our discretion. On May 15, 2026, we entered into a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. We implemented this written trading plan in connection with our New Repurchase Program. The trading plan permitted the purchase of up to a total of $2.5 million of our shares (including commissions). The number of shares of Company common stock to be purchased on any purchase day was up to the maximum daily target volume allowable under Rule 10b-18 of the Exchange Act. We repurchased $2.5 million of shares under this 10b5-1 Trading Plan during the three months ended June 30, 2026. On October 3, 2024, our Board of Directors approved an eighteen-month share repurchase program under which we could purchase up to $10.0 million of our ordinary shares (the “Prior Repurchase Program”). Under the Prior Repurchase Program, we have repurchased 1,347,600 shares of our common stock for $3.6 million and the Prior Repurchase Program was completed on April 2, 2026. Capital Requirements We expect full year 2026 capital expenditures to be between $15.0 million and $20.0 million, excluding acquisitions, consisting primarily of capital to open new mining areas for development and efficiency projects at our Oakdale, Blair and Ottawa facilities. We expect to fund these capital expenditures with existing cash from operations, equipment financing options available to us or borrowings under the FCB ABL Credit Facility. Indebtedness Our debt facilities include the VFI Equipment Financing, various notes payable and our FCB ABL Credit Facility. Our VFI Equipment Financing is secured by a substantial portion of our SmartSystems equipment. The outstanding balance under the VFI Equipment Financing as of June 30, 2026 was $5.5 million. Minimum cash payments on this facility for the remainder of 2026 are anticipated to be $1.5 million. Our various notes payable are primarily secured by heavy equipment. Total debt under these notes payable as of June 30, 2026 was $9.0 million. Minimum cash payments on these notes payable for the remainder of 2026 are anticipated to be $2.1 million. There were no outstanding borrowings on our FCB ABL Credit Facility as of June 30, 2026. Operating Leases We use leases primarily to procure certain office space, railcars and heavy equipment as part of our operations. The majority of our lease payments are fixed and determinable. Our operating lease liabilities as of June 30, 2026 were $28.7 million. Minimum cash payments on operating leases for the remainder of 2026 are anticipated to be $5.6 million. Mineral Rights Property The Company is obligated under certain contracts for minimum payments for the right to use land for extractive activities. The annual minimum payments under these contracts are approximately $2.5 million per year in the aggregate for the next 11 years. 33 SMART SAND, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) Off-Balance Sheet Arrangements We had outstanding performance bonds of $20.0 million as of June 30, 2026. Contractual Obligations As of June 30, 2026, we had contractual obligations for the FCB ABL Credit Facility, VFI Equipment Financing, notes payable, operating and finance leases, delivery of sand, royalties and similar minimum payments for the rights to mine land, capital expenditures, asset retirement obligations, and other commitments to municipalities for maintenance. 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. Seasonality Our business is affected to some extent by seasonal fluctuations in weather that impact the production levels for a portion of our wet sand processing capacity. While our dry plants are able to process finished product volumes evenly throughout the year, some of our excavation and our wet sand processing activities have historically been limited during winter months. As a consequence, we typically have experienced lower cash operating costs in the first and fourth quarter of each calendar year, and higher cash operating costs in the second and third quarter of each calendar year when we have overproduced sand to meet demand in the winter months. These higher cash operating costs are capitalized into inventory and expensed when these tons are sold, which can lead to us having higher overall cost of production in the first and fourth quarters of each calendar year as we expense inventory costs that were previously capitalized. We have indoor wet processing facilities at two of our plant locations, which allow us to produce wet sand inventory year-round to support a portion of our dry sand processing capacity, which may reduce some of the effects of this seasonality. We may also sell 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 During the three months ended June 30, 2026, 54% of our revenues were earned from three customers. During the three months ended June 30, 2025, 39% of our revenues were earned from two customers. During the six months ended June 30, 2026, 61% of our revenues were earned from three customers. During the six months ended June 30, 2025, 54% of our revenues were earned from three customers. 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, 2026. Use of Estimates The preparation of interim statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated 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: impairment considerations of assets, including intangible assets, fixed assets, and inventory; estimated cost of future asset retirement obligations; fair values of acquired assets and assumed liabilities; recoverability of deferred tax assets; inventory reserve; the 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. Future economic performance is uncertain due to current high 34 SMART SAND, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) inflation and other economic concerns. We continue to actively monitor the global impact of current events, but we are unable to estimate the impact of future events on our financial position and results of operations or give any assurances that these events will not have a material adverse effect on our financial position or results of operations. 35
We have considered changes in our exposure to market risks during the six months ended June 30, 2026 and have determined that there have been no material changes to our exposure to market risks from those described in our Annual Report on Form 10-K for the year ended December 31…
We have considered changes in our exposure to market risks during the six months ended June 30, 2026 and have determined that there have been no material changes to our exposure to market risks from those described in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.
Read original filing text →From time to time we may be involved in litigation relating to claims arising out of our operations in the normal course of business. The disclosure called for by Part II, Item 1 regarding our legal proceedings is incorporated by reference herein from Part I, Item 1. Note 12 - C…
From time to time we may be involved in litigation relating to claims arising out of our operations in the normal course of business. The disclosure called for by Part II, Item 1 regarding our legal proceedings is incorporated by reference herein from Part I, Item 1. Note 12 - Commitments and Contingencies - Litigation of the notes to the condensed consolidated financial statements in this Form 10-Q for the three and six months ended June 30, 2026.
Read original filing text →There have been no material changes to the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.
There have been no material changes to the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.
Read original filing text →