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ACQUISITIONS AND DIVESTITURES

6 Months Ended

Jun. 30, 2019

ACQUISITIONS AND DIVESTITURES

ACQUISITIONS AND DIVESTITURES

NOTE 3—ACQUISITIONS AND DIVESTITURES

Business combinations

Pro Well Acquisition

On November 20, 2018, the Company acquired Pro Well Testing and Wireline, Inc. with an initial payment of $12.4 million, funded with cash on hand (the “Pro Well Acquisition”). During March 2019, upon final settlement, the purchase price was revised to $11.8 million.

This acquisition expanded the Company’s flowback footprint into New Mexico and added new strategic customers. The Pro Well 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 significant estimates, judgments and assumptions. Management estimated that total consideration paid exceeded the fair value of the net assets acquired by $1.1 million, with the excess recorded as goodwill. The goodwill recognized was primarily attributable to expanding the Company’s flowback footprint into New Mexico and adding new strategic customers. The assets acquired, liabilities assumed and the results of operations of the acquired business are included in the Company’s Water Services segment. The goodwill acquired is deductible for tax purposes. 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		$	11,754
Total consideration transferred			11,754
Less: identifiable assets acquired and liabilities assumed
Working capital			1,051
Property and equipment			6,588
Customer relationship intangible assets			3,000
Total identifiable net assets acquired			10,639
Goodwill			1,115
Fair value allocated to net assets acquired		$	11,754

Divestitures

Affirm and Canadian Operations Divestitures

During the Current Period, 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 June 30, 2019		(Gain)/loss for the six months ended June 30, 2019
				(in thousands)
February 26, 2019		Affirm		$	10,982		$	92		$	To be determined		Not Final		$	(92)
June 28, 2019		Affirm			6,968			—			6,968		Final			(1,646)
March 19, 2019		Canada			4,975			(325)			4,650		Final			5,040
April 1, 2019		Canada			2,242			—			To be determined		Not Final			101

In connection with the Affirm crane operation divestiture in the first quarter of 2019, no gain or loss was initially recognized and goodwill was reduced by $2.6 million. Additionally, during the first quarter of 2019, the Company recorded an impairment of the remaining Affirm goodwill of $4.4 million (see Note 8).