Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

v3.23.1
Acquisitions
3 Months Ended
Mar. 31, 2023
Business Combinations [Abstract]  
Acquisitions

NOTE 2. ACQUISITIONS

On January 3, 2023, we acquired 100% of the issued and outstanding membership interest of Producers Service Holdings LLC (“Producers”), an employee-owned pressure pumping services provider serving Appalachia and the Mid-Continent, for a total purchase consideration of $36.5 million, consisting of (i) Class A common stock valued at $12.9 million based on the acquisition date closing price of $21.40; (ii) cash consideration of $1.4 million; (iii) an estimated amount payable of $8.3 million related to our preliminary calculation of working capital adjustments; and (iv) our pre-existing investment of $13.9 million. Throughout the first quarter of 2023, we integrated Producers' operations. As a result, we track all stimulation services assets as one group and it would be impracticable to separately report Producers' revenues or pretax earnings subsequent to the acquisition.

On February 24, 2023, we acquired 100% of the issued and outstanding membership interests in (i) Performance Proppants, LLC, (ii) Red River Land Holdings, LLC, (iii) Performance Royalty, LLC, (iv) Performance Proppants International, LLC, and (v) Sunny Point Aggregates, LLC (together, “Performance Proppants”) for a total purchase consideration of $464.8 million, consisting of (i) Class A common stock valued at $6.2 million based on the acquisition date closing price of $19.67; (ii) cash consideration of $454.4 million; and (iii) the settlement of a pre-existing receivable of $4.2 million. Performance Proppants is a frac sand provider in the Haynesville basin. We recognized revenues of $22.7 million and a pretax income of $7.4 million related to the Performance Proppants acquisition during the three months ended March 31, 2023.

We accounted for these acquisitions as business combinations. The following table reflects pro forma revenues and net income for the three months ended March 31, 2023 and 2022 as if our 2022 and 2023 acquisitions had taken place on January 1, 2022. These unaudited pro forma amounts are not necessarily indicative of results that would have actually been obtained during the periods presented or that may be obtained in the future.

 

 

Three Months Ended
March 31,

 

(unaudited)

 

2023

 

 

2022

 

Revenues

 

$

882.3

 

 

$

554.8

 

Net income (loss)

 

$

67.5

 

 

$

(53.9

)

 

The following table represents our preliminary allocation of total purchase consideration of Producers and Performance Proppants to the identifiable assets acquired and liabilities assumed based on the fair values on their acquisition dates:

 

 

Producers

 

 

Performance Proppants

 

 

Total

 

Cash and cash equivalents

 

$

0.3

 

 

$

2.0

 

 

$

2.3

 

Accounts receivable

 

 

7.5

 

 

 

14.8

 

 

 

22.3

 

Prepaid expenses and other assets

 

 

1.1

 

 

 

0.6

 

 

 

1.7

 

Inventories

 

 

2.8

 

 

 

7.5

 

 

 

10.3

 

Property, plant and equipment

 

 

29.5

 

 

 

476.9

 

 

 

506.4

 

Intangible assets

 

 

 

 

 

5.6

 

 

 

5.6

 

Total identifiable assets acquired

 

 

41.2

 

 

 

507.4

 

 

 

548.6

 

Accounts payable

 

 

10.9

 

 

 

16.7

 

 

 

27.6

 

Accrued expenses

 

 

0.7

 

 

 

2.8

 

 

 

3.5

 

Current portion of long-term debt

 

 

0.2

 

 

 

1.8

 

 

 

2.0

 

Other current liabilities

 

 

 

 

 

53.8

 

 

 

53.8

 

Non-current portion of debt

 

 

0.1

 

 

 

0.9

 

 

 

1.0

 

Other non-current liabilities

 

 

 

 

 

42.3

 

 

 

42.3

 

Total liabilities assumed

 

 

11.9

 

 

 

118.3

 

 

 

130.2

 

Goodwill

 

 

7.2

 

 

 

75.7

 

 

 

82.9

 

Total purchase consideration

 

$

36.5

 

 

$

464.8

 

 

$

501.3

 

We used the cost approach to value the acquired property, plant and equipment. This approach adjusted estimates of replacement cost for the age, condition and utility of the associated assets. In addition, the market approach valuation technique was used for assets that had comparable market data available. Included in Performance Proppants property, plant and equipment valuation is mineral reserves valued at $248.3 million using the income approach, which is predicated upon the value of the future cash flows that an asset will generate over its economic life. The intangible assets related to the Performance Proppants acquisition represent customer relationships and the fair value was determined using the with-and-without method which is an income approach and considers the time needed to rebuild the customer base.

The amounts allocated to goodwill are attributable to the organized workforce and potential or expected synergies. The goodwill for Producers and Performance Proppants was recognized in the stimulation services and proppant production segments, respectively. We estimate that substantially all of the goodwill will be deductible for income tax purposes.

The amounts included in the table above are preliminary with respect to accruals and working capital adjustments and include the use of estimates based on information that was available at the time these unaudited condensed consolidated financial statements were prepared. We believe that the estimates used are reasonable; however, the estimates are subject to change as additional information becomes available.