BUSINESS COMBINATIONS | NOTE E—BUSINESS COMBINATIONS Goodwill Goodwill represents the excess of the purchase price over the fair value of the underlying net assets acquired. Trade Names A trade name is a legally protected trade or similar mark. Acquired trade names are valued using an income method approach, generally the relief-from-royalty valuation method. The method uses a royalty rate based on comparable marketplace royalty agreements for similar types of trade names and applies it to the after-tax discounted free cash flow attributed to the trade name. The discount rate used is based on an estimated weighted average cost of capital and the anticipated risk for intangible assets. The valued trade names have an indefinite life based on our plans and expectations for the trade names going forward and is reviewed for impairment under ASC 360-10. Intellectual Property and Technology Intellectual property and technology (“IP”) is a design, work or invention that is the result of creativity to which one has ownership rights that may be protected through a patent, copyright, trademark or service mark. IP is valued using the relief from royalty valuation method. The method uses a royalty rate based on comparable market-place royalty agreements for similar types of IP and applies it to the after-tax discounted free cash flow attributed to the IP. The discount rate used is based on an estimated weighted average cost of capital and the anticipated risk for intangible assets. The IP is amortized following the pattern in which the expected benefits will be consumed or otherwise used up over each component’s useful life, based on our plans and expectations for the IP going forward, which is generally the underlying IP’s legal expiration dates. IP is reviewed for impairment under ASC 360-10. Customer Relationships Customer relationships are intangible assets that consist of historical and factual information about customers and contacts collected from repeat transactions with customers, with or without any underlying contracts. The information is generally organized as customer lists or customer databases. We have the expectation of repeat patronage from these customers based on the customers’ historical purchase activity, which creates the intrinsic value over a finite period of time and translates into the expectation of future revenue, income, and cash flow. Customer relationships are valued using projected operating income, adjusted for estimated future existing customer growth less estimated future customer attrition, net of charges for net tangible assets, IP charge, trade name charge and work force. The concluded value is the after-tax discounted free cash flow. Customer relationships are reviewed for impairment under ASC 360-10. 2018 Acquisition: On May 1, 2018, we completed the acquisition of all of the outstanding capital stock of EP Acquisition Parent, Inc., a Delaware corporation (“EPAP”), and the ultimate parent of EP Minerals, LLC ("EPM"). Contemporaneous with the merger, EPAP was renamed EP Minerals Holdings, Inc. ("EPMH"). The consideration paid consisted of $743.2 million of cash, net of cash acquired of $19.1 million , including $0.5 million of post-closing adjustments. EPM is a global producer of engineered materials derived from industrial minerals, including diatomaceous earth, clay (calcium bentonite and calcium montmorillonite) and perlite. EPM's industrial minerals are used as filter aids, absorbents and functional additives for a variety of industries including food and beverage, biofuels, recreational water, oil and gas, farm and home, landscape, sports turf, paint, plastics, and insecticides. The acquisition of EPM increased our industrial materials product offering in our Industrial & Specialty Products business segment. We have accounted for the acquisition of EPMH under the acquisition method of accounting in accordance with ASC 805, Business Combinations. Estimates of fair value included in the Consolidated Financial Statements represent our best estimates and valuations. In accordance with the acquisition method of accounting, the allocation of consideration value is subject to adjustment until we complete our analysis, within a period of time not to exceed one year after the date of acquisition, or May 1, 2019, in order to provide us with the time to complete the valuation of its assets and liabilities. We are still completing our analysis of the fair value of property, plant and mine development, mineral rights and intangible assets. The following table sets forth the preliminary allocation of the purchase price to EPMH's identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments (in thousands): Preliminary allocation of purchase price: Estimate as of May 1, 2018 Measurement Period Adjustments Purchase Price Allocation Accounts receivable, net $ 43,354 $ (49 ) $ 43,305 Inventories 84,395 1,717 86,112 Property, plant and mine development 123,086 25,409 148,495 Mineral rights 462,050 (42,581 ) 419,469 Identifiable intangible assets - finite lived 21,050 (10,780 ) 10,270 Identifiable intangible assets - indefinite lived 25,050 13,000 38,050 Prepaids and deposits 2,054 18 2,072 Other assets 4,088 3,386 7,474 Goodwill 139,787 10,841 150,628 Total assets acquired 904,914 961 905,875 Accounts payable 13,435 — 13,435 Accrued expenses and other current liabilities 8,255 2,049 10,304 Deferred tax liabilities 130,209 (7,398 ) 122,811 Long term obligations 9,766 6,310 16,076 Total liabilities assumed $ 161,665 $ 961 $ 162,626 Net assets acquired $ 743,249 $ — $ 743,249 The acquired intangible assets and the related estimated useful lives consist of the following: Approximate Fair Value Estimated Useful Life (in thousands) (in years) Technology and intellectual property $ 2,900 15 Customer relationships 7,370 15 Total identifiable intangible assets - finite lived $ 10,270 Trade names $ 38,050 Total identifiable intangible assets - indefinite lived $ 38,050 Goodwill represents the excess of the purchase price over the fair value of the underlying net assets acquired. Goodwill in this transaction is attributable to planned growth in our industrial materials product offering in our Industrial & Specialty Products business segment. Intangibles and goodwill are not expected to be deductible for tax purposes. Our Income Statement included revenue of $158.8 million and a net loss of $0.6 million for the year ended December 31, 2018 , associated with EPMH following the date of acquisition. We incurred $13.6 million of acquisition-related charges, excluding debt issuance costs, for the year ended December 31, 2018 , which are included in selling, general and administrative expenses on our Income Statement. The acquisition of EPMH was accounted for using the acquisition method of accounting. The purchase price and purchase price allocation are subject to customary post-closing adjustments and changes in the fair value of assets and liabilities. The above estimated fair values of net assets acquired are based on the information that was available as of the reporting date. We believe that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for measurement period adjustments exists based on our continuing review of matters related to the acquisition. As a result, our final purchase price allocation may be significantly different than reflected above. We expect to complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Unaudited Pro Forma Results The results of EPMH's operations have been included in the Consolidated Financial Statements subsequent to the acquisition date. EPMH's fiscal year end was November 30 and the Company's fiscal year end was December 31. Under SEC regulations, if a target's fiscal year end varies by more than 93 days from the acquirer's fiscal year end, it is required to adjust interim periods until it is within 93 days. Since EPMH’s fiscal year end was within 93 days of the Company's fiscal year end, no adjustment is necessary and EPMH’s fiscal year end and interim period ends are used as if they coincided with the Company's fiscal year end and interim period end. The following unaudited pro forma consolidated financial information reflects the results of operations as if the EPMH acquisition had occurred on January 1, 2017, after giving effect to certain purchase accounting adjustments. Material non-recurring transaction costs attributable to the business combination were $15.2 million . Pro forma net income includes incremental interest expense due to the related debt financing, incremental depreciation and depletion expense related to the fair value adjustment of property, plant and mine development, amortization expense related to identifiable intangible assets, and tax expense related to the combined tax provisions. This information does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company (in thousands, except per share amounts): For the year ended December 31, 2018 2017 Sales $ 1,659,775 $ 1,454,070 Net income (loss) $ (179,220 ) $ 116,899 Basic earnings (loss) per share $ (2.34 ) $ 1.44 Diluted earnings (loss) per share $ (2.34 ) $ 1.43 2017 Acquisitions: White Armor Acquisition: On April 1, 2017, we completed the acquisition of White Armor, a product line of cool roof granules used in industrial roofing applications, for cash consideration of $18.6 million . The final purchase price was allocated to goodwill of approximately $3.9 million , identifiable intangible assets of $12.8 million and other net assets of approximately $1.9 million . Goodwill in this transaction is attributable to planned growth in our specialty industrial sand business segment. The goodwill amount is included in our Industrial & Specialty Products business segment. Identifiable definite lived intangibles, including customer relationships, and goodwill are expected to be deductible for tax purposes. We incurred $0.2 million of acquisition-related charges which are included in selling, general and administrative expenses during the year ended December 31, 2017. Revenue and earnings for White Armor after the acquisition date are not presented as the business was integrated into our operations subsequent to the acquisition and therefore impracticable to quantify. MS Sand Acquisition: On August 16, 2017, we completed the acquisition of Mississippi Sand, LLC ("MS Sand"), a Missouri limited liability company, for cash consideration of approximately $95.4 million , net of cash acquired of $2.2 million . As is normal and customary, subsequent adjustments were made including $(0.5) million of net working capital adjustments plus an additional $6.1 million consideration paid related to a pre-existing contracted asset sale, which was entered into prior to our acquisition, for total cash consideration of $101.0 million . MS Sand is a frac sand mining and logistics company based in St. Louis, Missouri. The acquisition of MS Sand increased our regional frac sand product offering in our Oil & Gas Proppants business segment. We have accounted for the acquisition of MS Sand under the acquisition method of accounting in accordance with ASC 805, Business Combinations, and have accounted for measurement period adjustments in accordance with ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments. In accordance with the acquisition method of accounting, the allocation of consideration value was subject to adjustment until we completed our analysis in the third quarter of 2018. The following table sets forth the final allocation of the purchase price to MS Sands' identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments (in thousands): Estimate as of December 31, 2017 Measurement Period Adjustments Purchase Price Allocation Accounts receivable $ 11,201 $ — $ 11,201 Inventories 8,067 — 8,067 Other current assets 362 — 362 Assets held for sale 9,453 — 9,453 Property, plant and mine development 27,458 — 27,458 Mineral rights 26,300 (2,800 ) 23,500 Other non-current assets 1,136 — 1,136 Goodwill 22,522 2,800 25,322 Customer relationships 1,840 — 1,840 Total assets acquired 108,339 — 108,339 Accounts payable and accrued expenses 3,761 — 3,761 Unfavorable leasehold positions 2,237 — 2,237 Notes Payable 866 — 866 Other long term liabilities — — — Asset retirement obligations 474 — 474 Total liabilities assumed 7,338 — 7,338 Net assets acquired $ 101,001 $ — $ 101,001 The acquired intangible assets and the related estimated useful lives consist of the following: Approximate Fair Value Estimated Useful Life (in thousands) (in years) Customer relationships $ 1,840 15 Goodwill in this transaction is attributable to planned growth in our regional frac sand product offering in our Oil & Gas Proppants business segment. The goodwill amount is included in our Oil & Gas Proppants business segment. Identifiable definite lived intangibles, including customer relationships, and goodwill are expected to be deductible for tax purposes. We incurred $1.0 million of acquisition-related charges which are included in selling, general and administrative expenses. Revenue and earnings for MS Sand after the acquisition date are not presented as the business was integrated into our operations subsequent to the acquisition and therefore impracticable to quantify. Unaudited Pro Forma Results The results of MS Sand’s operations have been included in the Consolidated Financial Statements subsequent to the acquisition dates. The following unaudited pro forma consolidated financial information reflects the results of operations as if the MS Sand Acquisition had occurred on January 1, 2016, after giving effect to certain purchase accounting adjustments. These adjustments mainly include incremental depreciation expense related to the fair value adjustment of property, plant, equipment and mine development, amortization expense related to identifiable intangible assets and tax expense related to the combined tax provisions. This information does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company (in thousands, except per share amounts): For the year ended December 31, 2017 2016 Sales $ 1,287,202 $ 642,951 Net income (loss) $ 143,604 $ (55,835 ) Basic earnings (loss) per share $ 1.77 $ (0.86 ) Diluted earnings (loss) per share $ 1.75 $ (0.86 ) 2016 Acquisitions: NBI Acquisition: On August 16, 2016, we completed the acquisition of New Birmingham, Inc. (“NBI”), the ultimate parent company of NBR Sand, LLC (“NBR”), by acquiring all of the outstanding capital stock of NBI through the merger of New Birmingham Merger Corp., a Nevada corporation and wholly owned subsidiary of the Company, with and into NBI, followed immediately by the merger of NBI with and into NBI Merger Subsidiary II, Inc., a Delaware corporation and wholly owned subsidiary of the Company, which subsequently changed its name to Tyler Silica Company (the “NBI Acquisition”). NBR is a regional sand producer located near Tyler, Texas. The acquisition of NBI increased our regional frac sand product offering in our Oil & Gas Proppants business segment. The consideration paid to the stockholders of NBI at the closing of the NBI Acquisition was approximately $213.7 million , consisting of $107.2 million in cash (net of $9.0 million cash acquired) and 2,630,513 shares of common stock valued at $106.6 million . We have accounted for the acquisition of NBI under the acquisition method of accounting in accordance with ASC 805, Business Combinations, and have accounted for measurement period adjustments in accordance with ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments. In accordance with the acquisition method of accounting, the allocation of consideration value was subject to adjustment until we completed our analysis in the third quarter of 2017 The following table sets forth the final allocation of the purchase price to NBI’s identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments (in thousands): Initial Estimate Measurement Period Adjustments Purchase Price Allocation Accounts receivable $ 2,680 $ — $ 2,680 Inventories 3,494 — 3,494 Other current assets 428 — 428 Income tax deposits 6,657 (217 ) 6,440 Property, plant and mine development 210,913 (4,281 ) 206,632 Identifiable intangible assets 1,600 — 1,600 Goodwill 86,228 4,670 90,898 Total assets acquired 312,000 172 312,172 Accounts payable, accrued expenses and other current liabilities 1,938 726 2,664 Deferred revenue 500 — 500 Notes payable 24,361 243 24,604 Capital lease liabilities 3,331 — 3,331 Asset retirement obligations 710 — 710 Deferred tax liabilities 67,435 (797 ) 66,638 Total liabilities assumed 98,275 172 98,447 Net assets acquired $ 213,725 $ — $ 213,725 In addition to the changes in the balances reflected above, we recorded an adjustment to depreciation expense of $(0.6) million during the year ended December 31, 2017. The acquired intangible assets and the related estimated useful lives consist of the following: Approximate Fair Value Estimated Useful Life (in thousands) (in years) Customer relationships $ 1,600 13 Goodwill in this transaction is attributable to planned growth in regional frac sand markets and synergies expected to be achieved from integrating the operations of our operating subsidiary, U.S. Silica Company (“U.S. Silica”), and NBI. The goodwill amount is included in our Oil & Gas Proppants business segment. Both customer relationships and goodwill are not expected to be deductible for tax purposes. We incurred $1.4 million of acquisition-related charges which are included in selling, general and administrative expenses during the year ended December 31, 2016. Additionally, we incurred $1.7 million related to the inventory write-up values in cost of goods sold during the year ended December 31, 2016. Revenue and earnings for NBR after the acquisition date are not presented as the business was integrated into our operations subsequent to the acquisition and therefore impracticable to quantify. Sandbox Acquisition: On August 22, 2016, we completed the purchase of all of the outstanding units of membership interest of Sandbox Enterprises, LLC, a Texas limited liability company ("Sandbox" or the “Sandbox Acquisition”). Sandbox earns revenues from providing “last mile” transportation services to companies in the oil and gas industry. Sandbox has operations in Texas (Midland/Odessa, Kenedy, Dallas/Fort Worth, Tyler); Morgantown, West Virginia; western North Dakota; northeast of Denver, Colorado; Oklahoma City, Oklahoma; Cambridge, Ohio and Mansfield, Pennsylvania, where its major customers are located. The consideration paid to the unit-holders was approximately $241.1 million , consisting of $69.5 million in cash (net of $1.3 million cash acquired) and 4,195,180 shares of our common stock valued at $171.7 million . The following table sets forth the allocation of the purchase price to Sandbox’s identifiable tangible and intangible assets acquired and liabilities assumed (in thousands): Allocation of Purchase price: (in thousands) Accounts receivable $ 13,392 Prepaid expenses and other 1,465 Property, plant and mine development 32,336 Identifiable intangible assets 120,144 Goodwill 86,100 Total assets acquired 253,437 Accounts payable 4,122 Deferred revenue 4,902 Accrued expenses and other current liabilities 3,292 Total liabilities assumed 12,316 Net assets acquired $ 241,121 The acquired intangible assets and the related estimated useful lives consist of the following: Approximate Fair Value Estimated Useful Life (in thousands) (in years) Indefinite lived intangible assets - Trade names $ 17,844 Indefinite Definite lived intangible assets - Technology and intellectual property 57,700 15 Definite lived intangible asset - Customer relationships 44,600 13 Total fair value of identifiable intangible assets $ 120,144 Goodwill in this transaction is attributable to expected growth in frac sand demand at the wellhead and synergies expected to be achieved from integrating the operations of U.S. Silica and Sandbox. The goodwill amount is included in our Oil & Gas Proppants business segment. Goodwill and all intangible assets identified above are expected to be deductible for tax purposes. Our 2016 Income Statement included revenue of $31.0 million associated with Sandbox following the date of acquisition. Sandbox's impact on our net loss was not significant for the year ended December 31, 2016. We incurred $3.0 million of acquisition-related charges which are included in selling, general and administrative expenses on the Income Statement for the year ended December 31, 2016. The cost related to the issuance of the 6,825,693 shares of common stock to complete the two acquisitions totaled $0.3 million , which is included in additional paid-in capital on our Consolidated Statements of Stockholders' Equity for the year ended December 31, 2016. Combined Unaudited Pro Forma Results The results of NBI's and Sandbox’s operations have been included in the consolidated financial statements subsequent to the acquisition dates. The following unaudited pro forma consolidated financial information reflects the results of operations as if the NBI Acquisition and Sandbox Acquisition had occurred on January 1, 2015, after giving effect to certain purchase accounting adjustments. These adjustments mainly include incremental depreciation expense related to the fair value adjustment of property, plant, equipment and mine development, amortization expense related to identifiable intangible assets and tax expense related to the combined tax provisions. This information does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company (in thousands, except per share amounts): For the year ended December 31, 2016 Sales $ 615,552 Net income (loss) $ (45,161 ) Basic earnings (loss) per share $ (0.69 ) Diluted earnings (loss) per share $ (0.69 ) |