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Business Combination (Tables) | 9 Months Ended
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Sep. 30, 2023
Ulterra Drilling Technologies, L.P. [Member] |
Business Acquisition [Line Items] |
Schedule of Fair Value of Consideration Transferred | The total fair value of the consideration transferred was determined as follows (in thousands, except stock price):
Shares of our common stock issued to Ulterra |  | 34,900 |
Our common stock price on August 14, 2023 | $ | 14.94 |
Common stock equity consideration | $ | 521,406 |
Plus net cash consideration (1) |  | 375,740 |
Total consideration transferred | $ | 897,146 |
(1) Net cash consideration included $370 million cash consideration as adjusted for customary purchase price adjustments set forth in the Ulterra merger agreement relating to cash, net working capital, indebtedness and transaction expenses of Ulterra as of the closing. The adjustment is subject to a post-closing target net working capital adjustment in accordance with the Ulterra merger agreement.
Schedule of Total Purchase Price of Assets Acquired and Liabilities Assumed Based on Fair Value |
Assets acquired: |  |
Cash and cash equivalents | $ | 18,426 |
Accounts receivable |  | 68,467 |
Inventory (1) |  | 36,313 |
Rental equipment (2) |  | 109,055 |
Property and equipment |  | 27,583 |
Intangible assets |  | 313,000 |
Operating lease right of use asset |  | 7,513 |
Finance lease right of use asset |  | 5,228 |
Other assets |  | 14,274 |
Total assets acquired |  | 599,859 |
Liabilities assumed: |  |
Accounts payable |  | 23,258 |
Accrued liabilities |  | 26,475 |
Operating lease liability |  | 7,513 |
Finance lease liability |  | 5,228 |
Deferred tax liabilities |  | 82,851 |
Total liabilities assumed |  | 145,325 |
Less: noncontrolling interest |  | (8,729 | )
Net assets acquired |  | 445,805 |
Goodwill |  | 451,341 |
Total consideration transferred | $ | 897,146 |
(1) We recorded an adjustment of $5.5 million to write-up acquired drill bits classified as inventory to estimated fair value. This adjustment will be recorded as direct operating expense as acquired drill bits are sold. (2) We recorded an adjustment of $74.4 million to write-up acquired drill bits classified as long-lived assets to estimated fair value. This adjustment will be depreciated as acquired drill bits are rented over a weighted-average estimated useful life of 7.5 runs.
Schedule of Fair Value Consideration Transferred Assigned to Identifiable Intangible Assets | A portion of the fair value consideration transferred has been provisionally assigned to identifiable intangible assets as follows:
| Fair Value |  |  | Weighted Average Useful Life |
| (in thousands) |  |  | (in years) |
Customer relationships | $ | 245,000 |  |  |  | 15 |
Trade name |  | 16,000 |  |  |  | 11 |
Developed technology |  | 52,000 |  |  |  | 8 |
Intangible assets | $ | 313,000 |  |  |  |
Schedule of Pro Forma Information | The following table summarizes our selected financial information on a pro forma basis (in thousands, except per share data):
| Three Months Ended |  |  | Nine Months Ended |
| September 30, |  |  | September 30, |
| 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
| (Unaudited) |
Revenues | $ | 1,052,282 |  |  | $ | 824,902 |  |  | $ | 2,785,279 |  |  | $ | 2,135,922 |
Net income (loss) | $ | (27,925 | ) |  | $ | 58,762 |  |  | $ | 163,904 |  |  | $ | 54,365 |
NexTier Oilfield Solutions Inc. [Member] |
Business Acquisition [Line Items] |
Schedule of Fair Value of Consideration Transferred | The total fair value of the consideration transferred was determined as follows (in thousands, except exchange ratio and stock price):
Number of shares of NexTier common stock outstanding as of September 1, 2023 |  | 229,022 |
Multiplied by the exchange ratio |  | 0.752 |
Number of shares of Patterson-UTI common stock issued in connection with the merger |  | 172,224 |
Patterson-UTI common stock price on September 1, 2023 | $ | 14.91 |
Common stock equity consideration |  | 2,567,872 |
Acceleration of RSU awards |  | 1,997 |
Fair value of replacement equity awards (1) |  | 70,416 |
NexTier long-term debt repaid by Patterson-UTI |  | 161,000 |
Consideration transferred | $ | 2,801,285 |
(1) In connection with the merger, each of the share-based awards held by legacy NexTier employees were replaced with our share-based awards on the merger date. The fair value of the replacement awards has been allocated between each employee’s pre-combination and post-combination services. Amounts allocated to pre-combination services have been included as consideration transferred as part of the merger. See Note 12 for replacement awards details.
Schedule of Total Purchase Price of Assets Acquired and Liabilities Assumed Based on Fair Value |
Assets acquired: |  |
Cash and cash equivalents | $ | 95,815 |
Accounts receivable |  | 420,200 |
Inventory |  | 71,930 |
Property and equipment (1) |  | 1,045,610 |
Intangible assets |  | 768,000 |
Operating lease right of use asset |  | 19,091 |
Finance lease right of use asset |  | 50,733 |
Other assets |  | 84,677 |
Total assets acquired |  | 2,556,056 |
Liabilities assumed: |  |
Accounts payable |  | 358,873 |
Accrued liabilities |  | 130,597 |
Operating lease liability |  | 19,091 |
Finance lease liability |  | 50,733 |
Deferred tax liabilities |  | 82,785 |
Long-term debt |  | 22,533 |
Other liabilities |  | 11,815 |
Total liabilities assumed |  | 676,427 |
Net assets acquired |  | 1,879,629 |
Goodwill |  | 921,656 |
Total consideration transferred | $ | 2,801,285 |
(1) We recorded an adjustment of $262.7 million to write-up acquired property and equipment to estimated fair value. This adjustment will be depreciated on a straight-line basis over a weighted average period of six years.
Schedule of Fair Value Consideration Transferred Assigned to Identifiable Intangible Assets | A portion of the fair value consideration transferred has been provisionally assigned to identifiable intangible assets as follows:
| Fair Value |  |  | Weighted Average Useful Life |
| (in thousands) |  |  | (in years) |
Customer relationships | $ | 540,000 |  |  |  | 10 |
Trade name |  | 85,000 |  |  |  | 10 |
Developed technology |  | 143,000 |  |  |  | 8 |
Intangible assets | $ | 768,000 |  |  |  |
Schedule of Pro Forma Information | The following table summarizes our selected financial information on a pro forma basis (in thousands, except per share data):
| Three Months Ended |  |  | Nine Months Ended |
| September 30, |  |  | September 30, |
| 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
| (Unaudited) |
Revenues | $ | 1,589,056 |  |  | $ | 1,623,513 |  |  | $ | 5,020,507 |  |  | $ | 4,233,081 |
Net income | $ | 69,256 |  |  | $ | 140,250 |  |  | $ | 625,020 |  |  | $ | 45,461 |

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