v3.24.2.u1
Hi-Crush Transaction (Tables)
 6 Months Ended
Jun. 30, 2024
Business Combinations [Abstract]  
Schedule of Fair Value of the Consideration acquisition-date fair value of the consideration as of March 5, 2024 and the adjustments as of June 30, 2024 (in thousands):

 

 

March 5, 2024

 

 

Adjustments

 

 

June 30, 2024

 

 

Cash to sellers at close

 

$

140,146

 

 

$

—

 

 

$

140,146

 

 

Company Transaction Expenses (sellers' transaction expenses) (1)

 

 

9,019

 

 

 

—

 

 

 

9,019

 

 

Stock consideration (2)

 

 

189,082

 

 

 

—

 

 

 

189,082

 

 

Deferred Cash Consideration Note (1)

 

 

109,253

 

 

 

(2,064

)

 

 

107,189

 

 

Stockholders’ Representative Expense Fund (1)

 

 

50

 

 

 

—

 

 

 

50

 

 

Estimated Adjustment Holdback Amount (1) (3)

 

 

5,338

 

 

 

4,945

 

 

 

10,283

 

 

Total

 

$

452,888

 

 

$

2,881

 

 

$

455,769

 

 

(1) Refer to the Merger Agreement, a copy of which is included as Exhibit 2.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 8, 2024.

(2) Stock consideration is measured at fair value as of the Closing Date by taking the product of (a) the closing shares of 9,711,432 as defined in the Merger Agreement and (b) the low price per share of $19.47 on March 5, 2024, which is in line with ASC 820, “Fair Value Measurement” and company policy as an accounting policy election under ASC 235, “Notes to Financial Statements.”

(3) Represents a cash holdback subject to changes from estimated to actual net working capital amounts and other customary purchase price adjustments. The amount in the table above is based on management's best estimate as of the date of this filing and may be subject to further adjustments.

Schedule of Recognized Fair Value of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary allocation of the purchase price to the fair value of assets acquired and liabilities assumed as of March 5, 2024, including measurement period adjustments through June 30, 2024 (in thousands):

 

 

 

Fair Value

 

 

 

 

March 5, 2024

 

 

Adjustments

 

 

June 30, 2024

 

 

Cash and cash equivalents

 

$

6,982

 

 

$

—

 

 

$

6,982

 

 

Accounts receivable

 

 

96,393

 

 

 

—

 

 

 

96,393

 

 

Inventories

 

 

4,235

 

 

 

—

 

 

 

4,235

 

 

Spare parts inventories

 

 

3,101

 

 

 

—

 

 

 

3,101

 

 

Prepaid expenses and other current assets

 

 

2,180

 

 

 

—

 

 

 

2,180

 

 

Property, plant and equipment

 

 

277,584

 

 

 

20,321

 

 

 

297,905

 

 

Intangible assets

 

 

111,723

 

 

 

3,353

 

 

 

115,076

 

 

Operating lease right-of-use assets

 

 

10,868

 

 

 

—

 

 

 

10,868

 

 

Finance lease right-of-use assets

 

 

7,311

 

 

 

—

 

 

 

7,311

 

 

Other long-term assets

 

 

92

 

 

 

—

 

 

 

92

 

 

Accounts payable

 

 

(37,736

)

 

 

—

 

 

 

(37,736

)

 

Accrued liabilities

 

 

(13,162

)

 

 

—

 

 

 

(13,162

)

 

Current portion of long-term debt

 

 

(1,914

)

 

 

—

 

 

 

(1,914

)

 

Current portion of operating lease liabilities

 

 

(6,388

)

 

 

—

 

 

 

(6,388

)

 

Current portion of finance lease liabilities

 

 

(3,299

)

 

 

—

 

 

 

(3,299

)

 

Current portion of deferred revenue

 

 

(3,302

)

 

 

—

 

 

 

(3,302

)

 

Other current liabilities (1)

 

 

(1,221

)

 

 

—

 

 

 

(1,221

)

 

Long-term debt, net of discount and deferred financing costs

 

 

(252

)

 

 

—

 

 

 

(252

)

 

Deferred tax liabilities

 

 

(70,378

)

 

 

(4,841

)

 

 

(75,219

)

 

Operating lease liabilities

 

 

(4,479

)

 

 

—

 

 

 

(4,479

)

 

Finance lease liabilities

 

 

(4,012

)

 

 

—

 

 

 

(4,012

)

 

Deferred revenue

 

 

(9,946

)

 

 

—

 

 

 

(9,946

)

 

Asset retirement obligation

 

 

(2,663

)

 

 

—

 

 

 

(2,663

)

 

Goodwill

 

 

91,171

 

 

 

(15,952

)

 

 

75,219

 

 

Net Assets Acquired (2)

 

$

452,888

 

 

$

2,881

 

 

$

455,769

 

 

(1) The March 5, 2024 presentation includes the current portion of operating lease liabilities, current portion of finance lease liabilities, and current portion of deferred revenue. These balances were previously included within other current liabilities on our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 8, 2024.

(2) The March 5, 2024 presentation includes operating lease liabilities, finance lease liabilities, deferred revenue, and asset retirement obligation. These balances were previously included within other long-term liabilities on our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 8, 2024.

Summary of Identifiable Intangible Assets Acquired and Estimated Useful Lives

The following table summarizes key information underlying identifiable intangible assets related to the Hi-Crush Transaction:

 

 

Useful Life (In years)

 

 

Fair Value
(In thousands)

 

Customer relationships

 

 

10

 

 

$

100,226

 

Trade name

 

3

 

 

 

14,850

 

Total

 

 

 

 

$

115,076

 
Schedule of Pro Forma Net Revenue and Net Income

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(unaudited)

 

Revenue

 

$

287,518

 

 

$

311,595

 

 

$

595,500

 

 

$

609,147

 

Net income

 

$

18,528

 

 

$

80,487

 

 

$

49,376

 

 

$

144,694