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Acquisitions | 6 Months Ended
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Jun. 30, 2018
Business Combinations [Abstract] |
Acquisitions | Acquisitions Asset Acquisition - Van Hook Crude, LLC The acquisition of the assets of Van Hook Crude, LLC occurred on March 15, 2018. The Company acquired all of the rights, title, and interest in certain properties and assigned contracts (collectively, the “Assets”) for a total consideration of $15,549 in cash. The acquisition cost has been allocated over the assets as set forth below.
Machinery, equipment and tooling | $ | 1,478 |
Plant and building | 1,407 |
Railroad and sidings | 9,926 |
Land improvements | 2,738 |
Total assets acquired | $ | 15,549 |
Business Combination - Quickthree Solutions Inc. On June 1, 2018, the Company acquired substantially all of the assets of Quickthree Solutions, Inc., a manufacturer of portable vertical frac sand storage solution systems at the wellsite. The aggregate purchase price consists of approximately $30,000 paid at closing, subject to adjustment based upon Quickthree's closing date working capital, and up to $12,750 in potential earn-out payments over a three-year period after closing. Payment of the earn-out is based upon the production of silos and related equipment during the earn-out period. The closing portion of the purchase price was, and the Company expects the earn-out portion of the purchase price to be, paid using cash on hand, equipment financing options available to the Company and advances under the Company's Facility. Goodwill in this transaction is attributable to planned expansion into the last mile storage solution market, and is fully deductible for tax purposes. The Company’s preliminary allocation of the purchase price in connection with the acquisition was calculated as follows. The working capital adjustment may be adjusted to determine the final allocation of the purchase price.
Base price - cash | $ | 30,000 |
Contingent consideration – earnout | 9,200 |
Working capital adjustment | (122 | )
Total purchase consideration | $ | 39,078 |
|  | Fair Value |  | Useful Life (in years)
Assets Acquired |  |  |  |
Accounts receivable |  | $ | 112 |  |  |
Inventory |  | 1,700 |  |  |
Prepaid expenses and other current assets |  | 126 |  |  |
Total current assets acquired |  | $ | 1,938 |  |  |
Property, plant and equipment |  | 740 |  |  |
Customer relationships |  | 270 |  |  | 1 year
Developed technology |  | 18,800 |  |  | 6 years
Trade name |  | 900 |  |  | Indefinite
Goodwill |  | 16,935 |  |  |
Other assets |  | 225 |  |  |
Total non-current assets acquired |  | 37,870 |  |  |
Total assets acquired |  | $ | 39,808 |  |  |
Liabilities Assumed |  |  |  |
Accounts payable |  | $ | 331 |  |  |
Accrued and other expenses |  | 399 |  |  |
Other current liabilities |  |  |  |
Total liabilities assumed |  | 730 |  |  |
Estimated fair value of net assets acquired |  | $ | 39,078 |  |  |
Total acquisition costs for the Quickthree Solutions acquisition incurred during the three and six months ended June 30, 2018 were $843 and $1,159, respectively, which amounts are included in selling, general and administrative expense in the Company’s condensed consolidated income statements. The Company determined the fair value of the contingent consideration to be $9,200 at June 1, 2018, the acquisition date and recorded it as a liability in the Company’s unaudited condensed consolidated balance sheets. As of June 30, 2018, the Company recorded no change in fair value of contingent consideration. The Company will continue to assess earn-out calculations related to the contingent consideration in future periods.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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- References No definition available. + Details
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