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Silvertip Acquisition | 6 Months Ended
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Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
Silvertip Acquisition | Silvertip AcquisitionOn November 1, 2022 (the "Silvertip Acquisition Date"), the Company entered into a purchase and sale agreement with New Silvertip Holdco, LLC, pursuant to which the Company acquired 100% of the outstanding limited liability company interests of Silvertip Completion Services Operating, LLC ("Silvertip"), a wireline services company in the Permian Basin, in exchange for total consideration of $148.1 million (the "Silvertip Purchase Price") consisting of 10.1 million shares of our common stock valued at $106.7 million, $30.0 million of cash, the payoff of $7.2 million of assumed debt, and the payment of $4.1 million of certain closing and transaction costs (the "Silvertip Acquisition"). The Silvertip Acquisition positions the Company as a more integrated completions-focused oilfield services provider headquartered in the Permian Basin. The Company accounted for the Silvertip Acquisition using the acquisition method of accounting. The Silvertip Purchase Price was allocated to the major categories of assets acquired and liabilities assumed based upon their estimated fair value at the Silvertip Acquisition Date. The estimated fair values of certain assets and liabilities, including accounts receivable, require significant judgments and estimates. The measurements of assets acquired and liabilities assumed, are based on inputs that are not observable in the market and thus represent Level 3 inputs. The following table summarizes the fair value of the consideration transferred in the Silvertip Acquisition and the Silvertip Purchase Price to the fair value of the assets acquired and liabilities assumed (which are included within the accompanying condensed consolidated balance sheets) as of the Silvertip Acquisition Date:
(in thousands) |
Total Purchase Consideration: |
Cash consideration | $ | 30,000 |
Equity consideration | 106,736 |
Debt payments and closing costs | 11,320 |
Total consideration | $ | 148,056 |
Cash and cash equivalents | $ | 2,681 |
Accounts receivable and unbilled revenue | 21,079 |
Inventories | 1,209 |
Prepaid expenses | 2,476 |
Other current assets | 1,059 |
Property and equipment (1) | 52,478 |
Intangible assets: |
Trademark/trade name (2) | 10,800 |
Customer relationships (2) | 46,500 |
Goodwill | 23,624 |
Operating lease right-of-use asset | 2,783 |
Total identifiable assets acquired | 164,689 |
Accounts payable | 7,659 |
Accrued and other current liabilities | 6,178 |
Operating lease liability | 2,796 |
Total liabilities assumed | 16,633 |
Total purchase consideration | $ | 148,056 |
(1)Remaining useful lives ranging from less than one to 22 years (2)Definite lived intangibles with amortization period of 10 years. The goodwill arising from the Silvertip Acquisition is attributable to the expected operational synergies resulting from our integrated service offerings. The goodwill arising from the Silvertip Acquisition has been allocated to our wireline operations and is included in our wireline operating segment.

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- Definition The entire disclosure for asset acquisition. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Section 15 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480123/805-50-15-3 + Details
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