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Acquisitions and Discontinued Operations | 12 Months Ended
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Dec. 31, 2022
Acquisitions And Discontinued Operations [Abstract] |
Acquisitions and Discontinued Operations | 2. Acquisitions and Discontinued Operations Pioneer Energy Services Corp. On October 1, 2021, we completed the acquisition of Pioneer by acquiring 100% of its equity interests. Total consideration for the acquisition included the issuance of approximately 26.3 million shares of our common stock and payment of $30 million cash, which based on the closing price of our common stock of $9.44 on October 1, 2021, valued the transaction at approximately $278 million. Pioneer provided land-based contract drilling services and production services to a diverse group of oil and gas exploration and production companies in the United States and internationally in Colombia. The acquisition has been accounted for as a business combination using the acquisition method. Under the acquisition method of accounting, the fair value of the consideration transferred is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date. The total fair value of the consideration transferred was determined as follows (in thousands, except stock price):
Shares of our common stock issued to Pioneer shareholders |  | 26,274 |
Our common stock price on October 1, 2021 | $ | 9.44 |
Fair value of common stock issued | $ | 248,025 |
Plus cash consideration | $ | 30,007 |
Total fair value of consideration transferred | $ | 278,032 |
A discounted cash flow model was used by a third-party specialist in determining the fair value of the property and equipment and intangible assets. We applied significant judgment in estimating the fair value of assets acquired and liabilities assumed, which involved the use of significant estimates and assumptions with respect to market day rates, direct operating costs, rig utilization percentages, expectations regarding the amount of future capital and operating costs, and discount rates. The purchase price allocation was finalized in the third quarter of 2022. The measurement period adjustments did not have a material impact on our consolidated financial statements.
Identifiable assets acquired |  |
Cash and cash equivalents | $ | 649 |
Accounts receivable |  | 44,832 |
Inventory |  | 8,513 |
Held for sale assets |  | 73,649 |
Other current assets |  | 4,479 |
Property and equipment |  | 215,356 |
Other long-term assets |  | 9,698 |
Total identifiable assets acquired |  | 357,176 |
Liabilities assumed |  |
Accounts payable and accrued liabilities |  | 30,222 |
Held for sale liabilities |  | 32,160 |
Deferred income taxes |  | 11,832 |
Other long-term liabilities |  | 4,930 |
Total liabilities assumed |  | 79,144 |
Total net assets acquired | $ | 278,032 |
Approximately $41.5 million of revenues and $30.5 million of direct operating expenses attributed to the Pioneer acquisition are included in our consolidated statements of operations for the period from the closing date on October 1, 2021 through December 31, 2021, excluding the acquired well servicing rig business and the wireline businesses that have been presented as a discontinued operation in our consolidated statements of operations. Revenues and direct operating expenses for our discontinued operations are presented below. Pro Forma The results of Pioneer’s operations since the Pioneer merger date of October 1, 2021, are included in our consolidated statements of operations. The following pro forma condensed combined financial information was derived from our and Pioneer’s historical financial statements, excluding the well servicing rig business and wireline business that were disposed on December 31, 2021, and gives effect to the acquisition as if it had occurred on January 1, 2020. The below information reflects pro forma adjustments based on available information and certain assumptions we believe are reasonable, including (i) adjustments related to the depreciation and amortization of the fair value of acquired fixed assets, (ii) removal of the historical interest expense, loss on debt extinguishment and reorganization expenses of the acquired entities and (iv) the tax benefit of the aforementioned pro forma adjustments. The pro forma results of operations do not include any cost savings or other synergies that may result from the Pioneer acquisition. The pro forma results of operations also do not include any estimated costs that have been or will be incurred to integrate Pioneer operations. The pro forma results of operations include our merger and integration-related costs of $12.1 million and Pioneer’s merger related costs of $4.6 million for the year ended December 31, 2021. The pro forma condensed combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Pioneer acquisition taken place on January 1, 2020; furthermore, the financial information is not intended to be a projection of future results. The following table summarizes our selected financial information on a pro forma basis (in thousands, except per share data):
| 2021 |  |  | 2020 |
| (Unaudited) |
Revenues | $ | 1,464,351 |  |  | $ | 1,255,554 |
Net loss | $ | (666,032 | ) |  | $ | (809,996 | )
During 2021, we incurred costs related to the Pioneer acquisition totaling $12.1 million, which are included in our consolidated statements of operations as “Merger and integration expenses.” Discontinued Operations On December 31, 2021, we completed the sale of the acquired well servicing rig business and wireline business to Clearwell Dynamics, LLC. The sale price was $43.0 million in cash consideration, subject to customary purchase price adjustments at closing for cash and working capital. The results of operations of these businesses were presented as a discontinued operation in the consolidated financial statements during the fourth quarter of 2021. Summarized operating results from discontinued operations that are included in our consolidated statements of operations for the year ended December 31, 2021 are shown below (in thousands):
|  | 2021 |
Operating revenues: |  |  |
Wireline revenue |  | $ | 9,868 |
Well servicing revenue |  |  | 19,652 |
Total operating revenues |  |  | 29,520 |
Operating costs and expenses: |  |  |
Wireline |  |  | 10,465 |
Well servicing |  |  | 16,585 |
Total operating costs and expenses |  |  | 27,050 |
Operating income |  |  | 2,470 |
Total other income (expense) |  |  | 64 |
Income from discontinued operations before income taxes |  |  | 2,534 |
Income tax benefit |  |  | — |
Income from discontinued operations, net of tax |  | $ | 2,534 |

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