BUSINESS COMBINATIONS (Tables)

3 Months Ended

Mar. 31, 2025

Casing Technologies Group Limited

Business Acquisition [Line Items]

Summary of Preliminary Allocation of the Purchase


Assets	Preliminary March 15, 2024				Measurement Period Adjustments				As adjusted March 15, 2024
Cash	$	2,674			$	—			$	2,674
Accounts receivable, net		3,781				—				3,781
Inventories, net		4,282				—				4,282
Prepaid expenses and other current assets		189				—				189
Property, plant and equipment , net		1,647				—				1,647
Operating lease ROU asset		315				—				315
Intangible assets, net		8,065				—				8,065
Goodwill		2,618			526					3,144
Total assets acquired	$	23,571			$	526			$	24,097

Liabilities
Accounts payable		2,656				—				2,656
Accrued expenses and other current liabilities		(295	)			526				231
Current portion of operating lease liabilities		95				—				95
Operating lease liabilities, less current portion		180				—				180
Total liabilities assumed	$	2,636			$	526			$	3,162
Total consideration transferred	$	20,935			$	—			$	20,935

Summary of Identified Intangible Assets, Estimated Useful Lives and Methodologies Used to Determine Fair Values

The following table sets forth the amounts allocated to the identified intangible assets, the estimated useful lives of those intangible assets as of the CTG Acquisition Date, and the methodologies used to determine the fair values of those intangible assets ($ in thousands):


					Fair value			Useful life (in years)	Fair value methodology
Intangible assets
Trade names					$	819		15	Relief from royalty method
Developed Technology						3,269		20	Relief from royalty method
Customer relationships						3,977		20	Multi-period excess earnings method of the income approach
Total intangible assets					$	8,065

Superior Drilling Products, Inc

Business Acquisition [Line Items]

Summary of Preliminary Allocation of the Purchase

The preliminary allocation of the purchase is as follows (in thousands):


Assets acquired:
Cash	$	1,726
Accounts receivable, net		1,239
Related party note receivable, current		1,231
Inventories, net		2,800
Prepaid expenses and other current assets		573
Property, plant and equipment, net		10,213
Related party note receivable, noncurrent		4,193
Operating lease right-of-use asset		2,662
Intangible assets, net		22,850
Deposits and other long-term assets		200
Total assets acquired		47,687
Liabilities assumed:
Accounts payable		370
Current portion of operating lease liabilities		147
Accrued expenses and other current liabilities		1,804
Deferred tax liabilities, net		881
Deferred income		675
Operating lease liabilities, less current portion		2,368
Total liabilities assumed		6,245
Total identifiable net assets		41,442
Goodwill		7,718
Total net assets acquired and goodwill	$	49,160

Summary of Identified Intangible Assets, Estimated Useful Lives and Methodologies Used to Determine Fair Values

The following table sets forth the amounts allocated to the identified intangible assets, the estimated useful lives of those intangible assets as of the SDPI Closing Date, and the methodologies used to determine the fair values of those intangible assets ($ in thousands):


			Fair value			Useful life (in years)			Fair value methodology

Customer relationships			$	13,400			15		Multi-period Excess Earnings Method
Developed technology				8,600			15		Relief-From-Royalty Method
Trade names				800			15		Relief-From-Royalty Method
Backlog				50			0.4		Multi-period Excess Earnings Method
Total intangible assets			$	22,850

European Drilling Projects B.V.

Business Acquisition [Line Items]

Summary of Preliminary Allocation of the Purchase

The preliminary allocation of the purchase is as follows (in thousands):


	Preliminary September 30, 2024				Measurement Period Adjustments				As adjusted September 30, 2024
Assets acquired:
Cash	$	79				—			$	79
Accounts receivable, net		1,180				—				1,180
Accrued Revenue		271				—				271
Other current assets		42				—				42
Property, plant and equipment, net		3,176				—				3,176
Operating lease right-of-use asset		325				—				325
Deferred tax assets		883				(28	)			855
Intangible assets, net		8,197				—				8,197
Total assets acquired		14,153				(28	)			14,125
Liabilities assumed:
Accounts payable		428				—				428
Other current liabilities		876				—				876
Debt, noncurrent		138				—				138
Operating lease liabilities, less current portion		325				—				325
Deferred tax liabilities, net		2				1,908				1,910
Total liabilities assumed		1,769				1,908				3,677
Total identifiable net assets		12,384				(1,936	)			10,448
Goodwill		1,516				1,670				3,186
Total net assets acquired and goodwill	$	13,900			$	(266	)		$	13,634

Summary of Identified Intangible Assets, Estimated Useful Lives and Methodologies Used to Determine Fair Values

The following table sets forth the amounts allocated to the identified intangible assets, the estimated useful lives of those intangible assets as of the EDP Closing Date, and the methodologies used to determine the fair values of those intangible assets (in thousands):


	Fair value				Useful life (in years)				Fair value methodology
Customer relationships	$	4,135				25			Multi-period Excess Earnings Method
Developed technology		3,721				15			Relief-From-Royalty Method
Trade names		341				20			Relief-From-Royalty Method
Total intangible assets	$	8,197

Titan Tools Group Limited

Business Acquisition [Line Items]

Summary of Preliminary Allocation of the Purchase

The preliminary allocation of the purchase is as follows (in thousands):


Assets acquired:
Cash	$	559
Accounts receivable, net		3,670
Inventory		658
Other current assets		93
Property, plant and equipment, net		3,927
Operating lease right-of-use asset		919
Intangible assets, net		2,657
Total assets acquired		12,484
Liabilities assumed:
Accounts payable		1,090
Operating lease liabilities, current		226
Other current liabilities		1,965
Operating lease liabilities, less current portion		694
Deferred tax liabilities, net		71
Total liabilities assumed		4,045
Total identifiable net assets		8,439
Goodwill		2,335
Total net assets acquired and goodwill	$	10,774

Summary of Identified Intangible Assets, Estimated Useful Lives and Methodologies Used to Determine Fair Values

The following table sets forth the amounts allocated to the identified intangible assets, the estimated useful lives of those intangible assets as of the Titan Closing Date, and the methodologies used to determine the fair values of those intangible assets (in thousands):


					Fair value			Useful life (in years)	Fair value methodology
Customer Relationship					$	2,671		25	Multi-period Excess Earnings Method
Total intangible assets					$	2,671

Summary of Consideration for Merger

The consideration for the acquisition of $10.8 million is comprised of the following items (in thousands):


Cash paid to Titan shareholders	$	6,002
Titan transaction costs to be paid by DTI		175
Closing date equity consideration(1)		2,922
Effective settlement of preexisting relationship between DTI and Titan (2)		1,675
Fair value of consideration transferred	$	10,774

(1) Represents the value, as of the Titan Closing Date, of the DTI common stock transferred as purchase consideration.

(2) Represents the effective settlement of DTI’s accounts receivable from Titan and DTI’s accounts payable to Titan as Titan and DTI were customers of each other prior to the Titan Closing.

Business Acquisition [Line Items]

Summary of Unaudited Supplemental Pro Forma Financial Information

The unaudited supplemental pro forma financial results below for the three months ended March 31, 2025 and 2024, combine the consolidated results of the Company, SDPI and CTG, giving effect to the mergers as if they had been completed on January 1, 2023. The unaudited supplemental pro forma financial results to not give effect to the impact of the Titan or EDP Acquisition as these were not considered significant individually or in the aggregate. This unaudited supplemental pro forma financial information is presented for informational purposes only and is not indicative of future operations or results had the acquisition been completed as of January 1, 2024, or any other date.


	Three months ended March 31,
(in thousands)	2025				2024
Pro forma revenue	$	42,880			$	43,008
Pro forma net income	$	(1,669	)		$	(131	)