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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

7. Goodwill and Intangible Assets

Goodwill We had no goodwill balance as of December 31, 2022. As a result of both the Ulterra acquisition and the NexTier merger in 2023, we recognized goodwill. Goodwill is evaluated at least annually on July 31, or more frequently when events and circumstances occur indicating recorded goodwill may be impaired. Goodwill is tested at the reporting unit level, which is at or one level below our operating segments. We determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value after considering qualitative, market and other factors, and if that is the case, any necessary goodwill impairment is determined using a quantitative impairment test. If the resulting fair value of goodwill is less than the carrying value of goodwill, an impairment loss would be recognized for the amount of the shortfall.

We determined our drilling products operating segment consists of a single reporting unit and, accordingly, goodwill acquired from the Ulterra acquisition was allocated to that reporting unit. We determined our completion services operating segment consists of two reporting units; completion services, which is primarily comprised of our hydraulic fracturing operations and other integrated service offerings, and cementing services.

 

Goodwill Impairment Assessment

During the fourth quarter of 2023, our share price experienced a sustained decline which resulted in a decrease to our market capitalization. This decline in share price was deemed a triggering event that warranted a quantitative assessment for goodwill impairment for all three of our reporting units.

We estimated the fair value of the drilling products and the completion services reporting units using the income approach. Under this approach, we used a discounted cash flow model, which utilizes present values of cash flows to estimate fair value. Forecasted cash flows considered known market conditions as of December 31, 2023, and management's anticipated business outlook for each reporting

unit. Future cash flows were projected based on estimates of revenue, gross profit, selling, general and administrative expense, changes in working capital, and capital expenditures. The terminal period used within the discounted cash flow model for each reporting unit consisted of a 1% growth estimate. The future cash flows were discounted using a market-participant, risk-adjusted weighted average cost of capital of 10% for the drilling products reporting unit and 12% for the completion services reporting unit. We estimated the fair value of the cementing services reporting unit using a market approach. The market approach was based on trading multiples of companies comparable to the cementing services reporting unit.

The forecast for the drilling products reporting unit assumes continued growth in international markets. Geopolitical instability in regions in which we expect to maintain and grow market share, a global decrease in the demand of drilling products, or other unforeseen macroeconomic considerations could negatively impact the key assumptions used in our goodwill assessment for our drilling products reporting unit.

The forecast for the completion services reporting unit assumes activity in 2024 consistent with 2023 exit levels and moderate increases in activity of 3% to 5% beginning in 2025 and holding flat until the terminal period, which was consistent with rig count forecasts as of December 31, 2023. A sustained decrease in oil prices and rig count could negatively affect the key assumptions used in our goodwill assessment for completion services.

Based on the results of the goodwill impairment tests, the fair values of the drilling products, completion services, and cementing services reporting units exceeded their carrying values by approximately 4%, 11%, and 80%, respectively. Accordingly, no impairment was recorded for any of the reporting units.

 

Goodwill by operating segment as of December 31, 2022 and 2023 and changes for the years then ended are as follows (in thousands):

 

 

Completion

 

 

Drilling

 

 

 

 

 

 

Services

 

 

Products

 

 

Total

 

Balance, December 31, 2022

 

$

 

 

$

 

 

$

 

Goodwill acquired

 

 

921,656

 

 

 

451,341

 

 

 

1,372,997

 

Measurement period adjustment

 

 

469

 

 

 

6,275

 

 

 

6,744

 

Balance, December 31, 2023

 

$

922,125

 

 

$

457,616

 

 

$

1,379,741

 

Intangible Assets — Our intangible assets were recorded at fair value on the date of acquisition and are amortized on a straight-line basis. The following table identifies the segment and weighted average useful life of each of our intangible assets:

 

 

 

Weighted Average

 

 

 

Segment

 

Useful Life

 

 

 

 

 

(in years)

 

Customer relationships

 

Drilling Services, Completion Services and Drilling Products

 

 

11.1

 

Developed technology

 

Drilling Services, Completion Services and Drilling Products

 

 

4.6

 

Trade name

 

Completion Services and Drilling Products

 

 

9.7

 

Other

 

Drilling Services and Completion Services

 

 

1.8

 

 

 

 

During 2021, we achieved certain internal advancements in our directional drilling technology that have rendered obsolete certain technology acquired as part of the MS Directional acquisition. Accordingly, we recorded a charge of $11.4 million to abandon these developed technology intangibles and certain related internal use software.

 

The gross carrying amount and accumulated amortization of intangible assets as of December 31, 2023 and 2022 are as follows (in thousands):

 

 

 

2023

 

 

2022

 

 

Gross Carrying

 

 

Accumulated

 

 

Net Carrying

 

 

Gross Carrying

 

 

Accumulated

 

 

Net Carrying

 

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amount

 

 

Amortization

 

 

Amount

 

Customer relationships

 

$

786,715

 

 

$

(25,563

)

 

$

761,152

 

 

$

1,800

 

 

$

(1,071

)

 

$

729

 

Developed technology

 

 

202,772

 

 

 

(16,435

)

 

 

186,337

 

 

 

7,772

 

 

 

(3,773

)

 

 

3,999

 

Trade name

 

 

101,000

 

 

 

(3,406

)

 

 

97,594

 

 

 

 

 

 

 

 

 

 

Other

 

 

7,345

 

 

 

(731

)

 

 

6,614

 

 

 

1,450

 

 

 

(333

)

 

 

1,117

 

Intangible assets, net

 

$

1,097,832

 

 

$

(46,135

)

 

$

1,051,697

 

 

$

11,022

 

 

$

(5,177

)

 

$

5,845

 

 

Amortization and impairment expense on intangible assets of approximately $41.5 million, $1.3 million, and $24.0 million was recorded for the years ended December 31, 2023, 2022 and 2021, respectively, which included an $11.4 million impairment in 2021.

The remaining amortization expense associated with finite-lived intangible assets, excluding in-process software, is expected to be as follows (in thousands):

Year ending December 31,

 

 

 

2024

 

$

121,307

 

2025

 

 

121,039

 

2026

 

 

120,702

 

2027

 

 

120,674

 

2028

 

 

105,481

 

Thereafter

 

 

456,608

 

Total

 

$

1,045,811