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Acquisition and Discontinued Operations
6 Months Ended
Jun. 30, 2022
Acquisitions And Discontinued Operations [Abstract]  
Acquisitions and Discontinued Operations

2. Acquisition and Discontinued Operations

 

Pioneer Energy Services Corp. ("Pioneer")

 

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. Certain data necessary to complete the purchase price allocation is not yet available, including final tax returns that provide the underlying tax basis of Pioneer's assets and liabilities. We expect to complete the purchase price allocation during the 12-month period following the acquisition date.

 

Identifiable assets acquired

 

 

Cash and cash equivalents

$

649

 

Accounts receivable

 

44,832

 

Inventory

 

8,513

 

Held for sale assets

 

73,649

 

Other current assets

 

5,272

 

Property and equipment

 

217,536

 

Other long-term assets

 

9,698

 

Intangible assets

 

907

 

Total identifiable assets acquired

 

361,056

 

Liabilities assumed

 

 

Accounts payable and accrued liabilities

 

30,391

 

Held for sale liabilities

 

32,160

 

Deferred income taxes

 

15,543

 

Other long-term liabilities

 

4,930

 

Total liabilities assumed

 

83,024

 

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 were included in the 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 business that were presented as a discontinued operation in the consolidated statements of operations during the fourth quarter of 2021. Revenues and direct operating expenses for our discontinued operations are presented below.

 

A portion of the fair value consideration transferred was provisionally assigned to identifiable intangible assets as follows:

 

 

Fair Value

 

 

Weighted Average Useful Life

 

 

(in thousands)

 

 

(in years)

 

Assets

 

 

 

 

 

Trade name

$

907

 

 

 

5.00

 

 

Discontinued Operations

 

On December 31, 2021, we completed the sale of the previously acquired well servicing rig business and wireline business (collectively, “Pioneer Production Services”), to Clearwell Dynamics, LLC (“Clearwell”). 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 were 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