Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
On 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, 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 $4.1 million of certain closing and transaction costs. The Silvertip Acquisition positions the Company as a more integrated completions-focused oilfield services provider headquartered in the Permian Basin.
The Company accounted for the Silvertip Acquisition using the acquisition method of accounting. The Silvertip Purchase Price was allocated to the major categories of assets acquired and liabilities assumed based upon their estimated fair value at the Silvertip Acquisition Date. The estimated fair values of certain assets and liabilities, including accounts receivable, require significant judgments and estimates. The measurements of assets acquired and liabilities assumed, are based on inputs that are not observable in the market and thus represent Level 3 inputs.
The following table summarizes the fair value of the consideration transferred in the Silvertip Acquisition and the Silvertip Purchase Price to the fair value of the assets acquired and liabilities assumed (which are included within the accompanying consolidated balance sheet as of December 31, 2022) as of November 1, 2022, the Silvertip Acquisition Date:
($ 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)
Intangible assets:
Trademark/trade name (2)
Customer relationships (2)
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 are included in our wireline operating segment.
The Company’s transaction costs were recognized separately from the acquisition of assets and assumptions of liabilities in the Silvertip Acquisition, and were expensed as incurred. These costs are included within general and administrative expenses in our consolidated statements of operations.
The following combined pro forma information assumes the Silvertip Acquisition occurred on January 1, 2021. The pro forma information presented below is for illustrative purposes only and does not reflect future events that occurred after December 31, 2022 or any operating efficiencies or inefficiencies that may result from the Silvertip Acquisition. The information is not necessarily indicative of results that would have been achieved had the Company controlled Silvertip during the periods presented.
(unaudited, $ in thousands)
Year Ended December 31,
2022 2021
Revenue $ 1,428,282  $ 1,013,261 
Net income ( loss) (1)
26,716  (43,957)
(1)The nonrecurring acquisition costs of $2.2 million were included in our pro forma results for the year ended December 31, 2021.
The Company’s consolidated statement of operations for the year ended December 31, 2022 includes 61 days of Silvertip operations as the Silvertip Acquisition closed on November 1, 2022.