Business Combinations

In November 2017, we acquired certain assets and assumed certain liabilities of Well Service Group, Inc. and Utility Access Solutions, Inc. (together, “WSG”). Since 2012, WSG has been a strategic logistics and installation service provider for the Mats and Integrated Services segment. The acquisition of WSG further expands our range of site construction and related services and geographic footprint across the Northeast, Midwest, Rockies and West Texas regions of the U.S. With the acquisition of WSG, we are now able to offer a range of complimentary services to our composite matting systems, including access road construction, site planning and preparation, environmental protection, fluids and spill storage/containment, erosion control, and site restoration services. The purchase price for this acquisition was approximately $77.9 million, net of cash acquired, which included $44.8 million of cash conveyed at closing, the issuance of 3,361,367 shares of our common equity valued at $32.4 million and an estimated $0.7 million to be paid in 2018 upon finalization of actual working capital conveyed at closing. The results of operations of WSG are reported within the Mats and Integrated Services segment for the period subsequent to the date of the acquisition.

The WSG transaction has been recorded using the acquisition method of accounting and accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The acquisition resulted in the preliminary recognition of $27.1 million in other intangible assets consisting primarily of customer relationships, technology and tradename. All of the other intangibles are finite-lived intangible assets that are preliminarily expected to be amortized over periods of 10 to 15 years with a weighted average amortization period of approximately 13 years. The excess of the total consideration was recorded as goodwill, which is deductible for tax purposes, and includes the value of the assembled workforce. The fair values of the identifiable assets acquired and liabilities assumed were based on the Company’s estimates and assumptions using various market, income and cost valuation approaches, which are classified within level 3 of the fair value hierarchy. While the initial purchase price allocation has been completed, the allocation of the purchase price is subject to change for a period of one year following the acquisition.

The following table summarizes the preliminary amounts recognized for the assets acquired and liabilities assumed as of the November 13, 2017 acquisition date:



(in thousands)
Receivables	14,854
Inventories	3,207
Other current assets	114
Property, plant and equipment	16,313
Intangible assets	27,050
Total Assets Acquired	61,538

Current Liabilities	6,833
Total Liabilities Assumed	6,833

Net Assets Purchased	54,705
Goodwill	23,188
Total Purchase Consideration	$	77,894

Cash conveyed at closing	$	44,750
Equity issued at closing	32,438
Due to seller	706
Total Purchase Consideration	$	77,894

In August 2016, we completed the acquisition of Pragmatic Drilling Fluids Additives, Ltd. (“Pragmatic”), a Canadian provider of specialty chemicals for the oil and gas industry, which further expands our fluids technology portfolio and capabilities. The purchase price for this acquisition was $4.4 million, net of cash acquired. The purchase price allocation resulted in amortizable intangible assets of $1.7 million and goodwill of approximately $1.7 million. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is not deductible for tax purposes. The results of operations of Pragmatic are reported within the Fluids Systems segment for the period subsequent to the date of the acquisition.

Results of operations and pro-forma combined results of operations for these acquired businesses have not been presented as the effect of these acquisitions are not material to our consolidated financial statements.