Smart Sand, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Smart Sand, Inc. on June 6, 2018, covering events occurring on June 1, 2018. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics and Transaction Details
The filing reports the completion of an asset acquisition rather than standard periodic financial results. Key transaction metrics include:
- Target: Substantially all assets of Quickthree Solutions, Inc., a Canadian manufacturer of portable vertical frac sand storage solutions.
- Closing Purchase Price: Approximately $30.0 million, subject to working capital adjustments.
- Potential Earn-Out: Up to $12.75 million payable over three years based on production of silos and related equipment.
- Total Consideration: Up to $42.75 million.
- Funding Source: Cash on hand and advances under the Company's credit facility.
The filing text does not provide specific values for the Company's current revenue, profit, cash flow, margins, or total debt levels outside of the transaction funding context.
Material Changes
The primary material change is the expansion of the Company's asset base and operational capabilities through the acquisition of Quickthree Solutions, Inc. This transaction adds manufacturing and distribution capabilities for portable vertical frac sand storage solutions to the Company's portfolio.
Outlook, Risks, and Management Commentary
Management indicated that the earn-out payments are contingent upon the production volume of silos and related equipment during the three-year post-closing period. The Company issued a press release on June 4, 2018, regarding these events. No specific forward-looking guidance on revenue or earnings was included in this filing text.
Key Facts for Investor Verification
- Verify the final purchase price after working capital adjustments are calculated.
- Monitor the Company's credit facility usage and remaining liquidity following the $30.0 million cash outlay.
- Track the production metrics of the acquired assets to assess the likelihood of the $12.75 million earn-out payments.
- Review the full Asset Purchase Agreement (Exhibit 2.1 referenced in prior filings) for specific covenants and integration details.