Smart Sand Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Annual Period EndedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition Period from ___ to ___Commission file number001-37936__________________________________________________________________________________________________________________________________________________________________________________________ SMART SAND, INC. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s proxy statement for the 2025 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2024. PART I ITEM 1BusinessITEM 1ARisk FactorsITEM 1BUnresolved Staff CommentsITEM 1CCybersecurityITEM 2PropertiesITEM 3Legal ProceedingsITEM 4Mine Safety Disclosures PART II ITEM 5Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesITEM 6ReservedITEM 7Management’s Discussion and Analysis of Financial Condition and Results of OperationsITEM 7AQuantitative and Qualitative Disclosures About Market RiskITEM 8Financial Statements and Supplementary DataITEM 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure101ITEM 9AControls and Procedures101ITEM 9BOther Information101ITEM 9CDisclosures Regarding Foreign Jurisdictions that Prevent Inspections102 PART III ITEM 10Directors, Executive Officers and Corporate Governance103ITEM 11Executive Compensation103ITEM 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters103ITEM 13Certain Relationships and Related Transactions, and Director Independence103ITEM 14Principal Accountant Fees and Services103 PART IV ITEM 15Exhibits, Financial Statement SchedulesITEM 16Form 10-K Summary 104106 SIGNATURES Certain Definitions The following definitions apply throughout this annual report unless the context requires otherwise:“We”, “Us”, “Company”, “Smart Sand” or “Our”Smart Sand, Inc., a company organized under the laws of Delaware, and its subsidiaries. “shares”, “stock” The common stock of Smart Sand, Inc., nominal value $0.001 per share. The five-year senior secured asset-based lending credit facility (the“Former ABL Credit Facility”) pursuant to: (i) a Former ABL CreditAgreement, dated December 13, 2019, between the Company andJefferies Finance LLC, as amended from time to time (as amended, the“Former ABL Credit Agreement”); and (ii) a Guarantee and CollateralAgreement, dated December 13, 2019, between the Company andJefferies Finance LLC, as agent, as amended from time to time (asamended, the “Former ABL Security Agreement”). This facility wasterminated on September 3, 2024. “Former ABL Credit Facility”, “Former ABL CreditAgreement”, “Former ABL Security Agreement” “FCB ABL Credit Facility”, “FCB Credit Agreement”,“FCB Security Agreement” The five-year senior secured asset-based credit facility entered into onSeptember 3, 2024 (the “FCB ABL Credit Facility”) pursuant to: (i) acredit agreement among the Company, the subsidiary borrowers andguarantors party thereto, First-Citizens Bank & Trust Company, asissuing bank, swingline lender and agent, and certain other lenders fromtime to time party thereto (the “FCB Credit Agreement”); and (ii) aguarantee and collateral agreement among the Company, the subsidiaryborrowers and guarantors party thereto and First-Citizens Bank & TrustCompany, as agent (the “FCB Security Agreement”). The five-year Master Lease Agreement, dated December 13, 2019,between Nexseer Capital (“Nexseer”) and related lease schedules inconnection therewith (collectively, the “MLA”). The MLA was structuredas a sale-leaseback of substantially all of the equipment at the Company’smining and processing facility located near Oakdale, Wisconsin. TheOakdale Equipment Financing was considered a lease under article 2A ofthe Uniform Commercial Code but was considered a financingarrangement (and not a lease) for accounting or financial reportingpurposes. The MLA and all schedules were paid and full and terminatedon June 28, 2024. “Oakdale Equipment Financing”, “MLA” The four-year Master Lease Agreement, dated May 9, 2024, betweenVarilease Finance, Inc. (“VFI”) and related lease schedule entered into onJune 26, 2024 in connection therewith (collectively, the “VFI EquipmentFinancing”). The VFI Equipment Financing was structured as a sale-leaseback of specific SmartSystemswellsite proppant storageequipment owned by the Company. The VFI Equipment Financing isconsidered a lease under article 2A of the Uniform Commercial Code butis considered a financing arrangement (and not a lease) for accountingand financial reporting purposes.TM “VFI Equipment Financing” “Exchange Act”“Securit