ACQUISITIONS AND DIVESTITURES | NOTE 3—ACQUISITIONS AND DIVESTITURES Business combinations The following table presents key information connected with our 2021 acquisitions (dollars in thousands, except share amounts): Assets and Operations Acquired Acquisition Date Shares Issued Cash Consideration Contingent Consideration Value of Shares Issued Total Initial Consideration Segments HB Rentals December 3, 2021 1,211,375 $ 1,526 $ — $ 7,135 $ 8,661 Water Services Agua Libre and Basic October 1, 2021 902,593 16,394 — 4,684 21,078 Water Services & Water Infrastructure UltRecovery August 2, 2021 — 2,500 1,058 — 3,558 Oilfield Chemicals Complete July 9, 2021 3,600,000 14,356 — 20,304 34,660 Water Services & Water Infrastructure Total 5,713,968 $ 34,776 $ 1,058 $ 32,123 $ 67,957 HB Rentals Acquisition On December 3, 2021, the Company, through its subsidiary Peak Oilfield Services, LLC, completed the acquisition of certain assets of H.B. Rentals, L.C. (“HB Rentals”), an operating subsidiary of Superior Energy Services, Inc. (“Superior”) for total initial consideration of $8.7 million based on the closing price of the Company’s shares of Class A Common Stock on December 2, 2021 (the “HB Rentals Acquisition”). Consideration transferred consisted of 1,211,375 shares of Class A Common Stock and $1.5 million in cash. The Company acquired the U.S. onshore assets of HB Rentals, including working capital, and the final purchase price is subject to standard post-closing adjustments. This acquisition strengthens the Company’s accommodations and rentals footprint in the Permian, Haynesville, MidCon, Northeast and Rockies region and adds revenue-producing fixed assets including a significant number of skid houses and trailer houses. The acquisition is expected to result in a bargain purchase in part due to the seller recently emerging from bankruptcy and deciding to divest domestic assets and operations and focus on international operations. The HB Rentals Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. These estimates, judgments and assumptions and valuation of the property and equipment acquired, current assets, current liabilities and long-term liabilities have not been finalized as of December 31, 2021. The business combination accounting is preliminary due to the continuing efforts to validate the existence and condition of the property and equipment acquired as well as to finalize the working capital settlement. The assets acquired and liabilities assumed are included in the Company’s Water Services segment. The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition: Preliminary purchase price allocation Amount Consideration transferred (in thousands) Class A Common Stock (1,211,375 shares) $ 7,135 Cash paid 1,526 Total consideration transferred 8,661 Less: identifiable assets acquired and liabilities assumed Working capital 29 Property and equipment 14,091 Right-of-use assets 1,316 Long-term lease liabilities (835) Total identifiable net assets acquired 14,601 Bargain Purchase Gain (5,940) Fair value allocated to net assets acquired, net of bargain purchase gain $ 8,661 Agua Libre Midstream and water-related assets from Basic Energy Services Acquisition On October 1, 2021, the Company completed the acquisition of certain assets of Agua Libre Midstream, LLC (“Agua Libre”) and other water-related assets, operations and assumed liabilities from Basic Energy Services, Inc. (“Basic”) for total initial consideration of $21.1 million based on the closing price of the Company’s shares of Class A Common Stock on September 30, 2021 (the “Agua Libre and Basic Acquisition”). Consideration transferred consisted of 902,593 shares of Class A Common Stock and $16.4 million in cash. The Company acquired substantially all of the water-related assets and ongoing operations of Agua Libre and Basic, including working capital, and is subject to standard post-closing adjustments. With this acquisition, the Company has acquired a solid production services footprint in Texas, New Mexico, Oklahoma and North Dakota, as well as more than 550,000 barrels per day of permitted disposal capacity. The acquisition is expected to result in a bargain purchase as the seller was distressed and decided to divest its assets and operations to multiple buyers as operations were wound down and the business was shuttered. The Agua Libre and Basic Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company also engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments and assumptions and valuation of the property and equipment acquired, current assets, current liabilities and long-term liabilities have not been finalized as of December 31, 2021. The business combination accounting is preliminary due to the continuing efforts to validate the existence and condition of the property and equipment acquired as well as to finalize the working capital settlement. The assets acquired and liabilities assumed are included in the Company’s Water Services and Water Infrastructure segments. For the year ended December 31, 2021, the Company expensed $2.2 million of transaction-related costs which are included in selling, general and administrative within the consolidated statement of operations. The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition: Preliminary purchase price allocation Amount Consideration transferred (in thousands) Class A Common Stock (902,593 shares) $ 4,684 Cash paid 16,394 Total consideration transferred 21,078 Less: identifiable assets acquired and liabilities assumed Working capital (506) Property and equipment 41,000 Right-of-use assets 309 Long-term ARO (15,810) Long-term lease liabilities (281) Total identifiable net assets acquired 24,712 Bargain Purchase Gain (3,634) Fair value allocated to net assets acquired, net of bargain purchase gain $ 21,078 UltRecovery Acquisition On August 2, 2021, the Company acquired substantially all of the assets of UltRecovery Corporation (“UltRecovery”), a provider of sustainable production enhancement applications focused on existing conventional and unconventional oil and gas wells (the “UltRecovery Acquisition”). The Company paid consideration of $2.5 million at closing, and the selling shareholders may earn contingent consideration in the form of an earn-out. The estimated liability of the earn-out is $1.1 million and the maximum earn-out is $1.6 million, dependent on revenue generated in the first and second 12-month periods following the acquisition, beginning on October 1, 2021. The acquisition expands our chemical solution offerings through a patented platform of sustainable novel biotechnologies designed to uplift production decline curves and increase recoverable reserves. The UltRecovery Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired management made estimates, judgments and assumptions. These estimates, judgments and assumptions and valuation of the inventory, property and equipment and intellectual property acquired have been finalized as of December 31, 2021. The assets acquired are included in the Company’s Oilfield Chemicals segment. The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired at the date of acquisition: Purchase price allocation Amount Consideration transferred and estimated earn-out liability (in thousands) Cash paid $ 2,500 Estimated earn-out liability assumed 1,058 Total purchase price 3,558 Less: identifiable assets acquired Inventory 13 Property and equipment 514 Patents and other intellectual property 3,031 Total identifiable net assets acquired 3,558 Fair value allocated to net assets acquired $ 3,558 Complete Energy Services Acquisition On July 9, 2021, the Company completed the acquisition (the “Complete Acquisition”) of Complete Energy Services, Inc. (“Complete”), an operating subsidiary of Superior Energy Services, Inc. (“Superior”) for initial consideration of $34.5 million based on the closing price of the Company’s shares of Class A Common Stock on July 9, 2021. Consideration transferred consisted of 3.6 million shares of Class A Common Stock and $14.2 million in cash. In October 2021, the Company paid $0.2 million related to the settlement of the working capital which resulted in a final purchase price of $34.7 million. The Company acquired substantially all of the water-related assets, liabilities and ongoing operations of Complete as well as Superior’s well testing operations, including working capital. Superior retained certain non-core and non-water-related assets that were part of Complete as part of the transaction. This acquisition expands the Company’s water-related services and infrastructure footprint and strengthens the geographic footprint, particularly in the Mid-Continent, Permian and Rockies. The acquisition is expected to result in a bargain purchase in part due to the seller recently emerging from bankruptcy and deciding to divest domestic assets and operations and focus on international operations. The Complete Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company also engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments and assumptions and valuation of the property and equipment acquired, current assets, current liabilities and long-term liabilities have not been finalized as of December 31, 2021. The business combination accounting is preliminary due to the continuing efforts to validate the existence and condition of the property and equipment acquired. The assets acquired and liabilities assumed are included in the Company’s Water Services and Water Infrastructure segments. For the year ended December 31, 2021, the Company expensed $1.2 million of transaction-related costs which are included in selling, general and administrative within the consolidated statement of operations. The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition: Preliminary purchase price allocation Amount Consideration transferred (in thousands) Class A Common Stock (3,600,000 shares) $ 20,304 Cash paid 14,356 Total consideration transferred 34,660 Less: identifiable assets acquired and liabilities assumed Working capital 15,783 Property and equipment 36,761 Right-of-use assets 3,331 Other long-term assets 24 Long-term ARO (9,800) Long-term lease liabilities (2,028) Total identifiable net assets acquired 44,071 Bargain Purchase Gain (9,411) Fair value allocated to net assets acquired, net of bargain purchase gain $ 34,660 Well Chemical Services Acquisition On September 30, 2019, the Company acquired a well chemical services business (“WCS”) for $10.0 million, funded with cash on hand (the “WCS Acquisition”). WCS provides advanced water treatment solutions, specialized stimulation flow assurance and integrity additives and post-treatment monitoring service in the U.S. This acquisition expanded the Company’s service offerings in oilfield water treatment across the full lifecycle of water, from pre-fracturing treatment through reuse and recycling. The WCS Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. These estimates, judgments and assumptions and valuation of the inventory and property and equipment acquired, customer relationships, and current liabilities were finalized as of December 31, 2019. The assets acquired and liabilities assumed are included in the Company’s Oilfield Chemicals segment. The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition: Purchase price allocation Amount Consideration transferred (in thousands) Cash paid $ 10,000 Total consideration transferred 10,000 Less: identifiable assets acquired and liabilities assumed Inventory 5,221 Property and equipment 4,473 Customer relationships 476 Current liabilities (170) Total identifiable net assets acquired 10,000 Fair value allocated to net assets acquired $ 10,000 Divestitures Affirm and Canadian Operations Divestitures During the year ended December 31, 2019, the Company closed on four sale transactions and wound down the remaining Affirm and Canadian operations. The Company sold property and equipment with a combined net book value of $18.6 million and assigned contracts to the buyers. Additionally, two of the four transactions included the assignment of working capital. The following table summarizes sales details for each of the four transactions: Date of Divestiture Entity Initial Net Proceeds Working Capital True Up Adjusted Net Proceeds Working Capital Status at December 31, 2019 (Gain)/loss for the year ended December 31, 2019 (in thousands) February 26, 2019 Affirm $ 10,982 $ (208) $ 10,774 Final $ 208 June 28, 2019 Affirm 6,968 — 6,968 Final (1,646) March 19, 2019 Canada 4,975 (302) 4,673 Final 5,013 April 1, 2019 Canada 2,242 — 2,242 Final 101 In connection with the Affirm crane operation divestiture in 2019, no gain or loss was initially recognized and goodwill was reduced by $2.6 million. Additionally, during 2019, the Company recorded an impairment of the remaining Affirm goodwill of $4.4 million (see “Note 9—Goodwill and Other Intangible Assets”). |