Acquisitions

12 Months Ended

Dec. 31, 2020

Business Combination - Eagle Proppants Holdings

On September 18, 2020, the Company entered into an Equity Purchase and Sale Agreement (the “Purchase Agreement”) with Eagle Materials Inc., a Delaware corporation (“Eagle”), pursuant to which the Company acquired all of the issued and outstanding interests in Eagle Oil and Gas Proppants Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Eagle (“Eagle Proppants Holdings”), from Eagle for aggregate non-cash consideration of approximately $2,080. In satisfaction of the purchase price, the Company issued to Eagle 1,504 shares of its common stock; the Company issued an additional 14 shares of its common stock in January 2021 as settlement of the net working capital adjustment. The number of shares issued was determined by the weighted average trading price of the Company’s common stock over the twenty days preceding the date of the Purchase Agreement.

In connection with the acquisition of Eagle Proppants Holdings, the Company, as borrower, also entered into a Loan Agreement with Eagle, as lender. See Note 8 - Debt, for additional information.

The primary assets of Eagle Proppants Holdings and its subsidiaries include two frac sand mines and related processing facilities in Utica, Illinois and New Auburn, Wisconsin, with approximately 3.5 million tons of total combined annual processing capacity, 1.6 million tons of which has access to the BNSF rail line through the Peru, Illinois transload facility.

The table below presents the calculation of the total purchase consideration:


Base price consideration	$	2,000
20-day volume weighted average price of Smart Sand stock	$	1.33
Shares issued	1,504
Closing share price on September 18, 2020	$	1.37
Total equity issued	$	2,060
Net working capital adjustment	$	20
Total purchase consideration	$	2,080

The Company’s allocation of the purchase price in connection with the acquisition was calculated as follows:


			Fair Value
Assets Acquired
	Cash		$	309
	Accounts receivable		75
	Inventory		2,459
	Prepaid expenses and other current assets		124
	Property, plant and equipment		60,310
	Right-of-use assets		9,603
		Total assets acquired	72,880
Liabilities Assumed
	Accounts payable		16
	Accrued expenses and other liabilities		2,008
	Asset retirement obligations		8,424
	Operating lease liabilities		9,603
	Deferred income taxes		11,149
		Total liabilities assumed	31,200
		Estimated fair value of net assets acquired	$	41,680

The estimated aggregate fair value of the net assets acquired was $41,680, which exceeds the total consideration and results in a bargain purchase gain of $39,600 on the acquisition date, which is included in net income for the year ended December 31, 2020. The Company believes that the seller wanted to exit the business relatively quickly and that there were a limited number of potential buyers due to the downturn in the market.

The Company determined the fair values of the acquired assets and assumed liabilities based on the highest and best use of such assets as required by GAAP. Cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities are based on underlying assets and liabilities whose carrying value approximates fair value. The Company acquired $2,050 of contractual receivables; however, it does not expect to collect on $1,975 as these customers are in bankruptcy proceedings. The fair value of inventory was determined using market prices the Company expects to receive for the inventory when it is sold. Operating leases are considered to be at market rates and the fair values of the associated operating lease liabilities and right-of-use assets were determined using the Company’s lease accounting policies. The fair value of the asset retirement obligations was calculated consistently with the Company’s other asset retirement obligations and includes assumptions about inflation and discount rates over time to represent the estimated future cost of dismantling, restoring and reclaiming the plant and mines in accordance legal obligations. Deferred income taxes represent the temporary differences between future expenses for GAAP purposes and income tax purposes at the Company’s applicable enacted tax rate. The Company determined the fair values of the property, plant and equipment with the assistance of external valuation specialists. The fair value is based on the highest and best use, as required by GAAP, which was determined to be the orderly liquidation value rather than the value imputed by other valuation methods. During the fourth quarter 2020, the Company finalized the deferred tax liability impacts of the acquisition, resulting in a $289 reduction to the initial gain on bargain purchase. The Company’s allocation of the purchase price is complete as of December 31, 2020.

Total acquisition costs incurred during the year ended December 31, 2020 was $891, which is included in selling, general and administrative expense on the Company’s consolidated income statements.

The following represents pro forma consolidated revenue and income before income tax expense as if Eagle Proppants Holdings had been included in the consolidated results of the Company for the year ended December 31, 2020 and 2019. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Eagle Proppants Holdings to reflect the depreciation and accretion expense that would have been charged assuming the fair value adjustments to property, plant and equipment and asset retirement obligations as well as equipment rent that would have been recorded based on the acquired right-of-use assets.


	Year ended December 31,
	2020		2019
	(unaudited)
Revenues	$	131,189	$	280,580
Income before income tax expense	$	23,173	$	29,327

From the date of acquisition through December 31, 2020, the Company recognized $3,161 and $3,021 of revenue and loss before income tax expense.