Schedule of Purchase Price Consideration

The following table summarizes the consideration for the Merger (in thousands, except stock price and shares):


Fair value of shares transferred to Dril-Quip shareholders (1)	$	530,909
Fair value of replacement Dril-Quip stock-based payment awards attributable to the purchase price		6,364
Total purchase price consideration	$	537,273

(1) The fair value of shares transferred to Dril-Quip stockholders is based on 34,452,230 shares of Dril-Quip common stock outstanding and the closing stock price of Dril-Quip common stock of $15.41 on the Closing Date.

Schedule of Unaudited Pro Forma Consolidated Results of Operations

The unaudited pro forma information does not reflect any synergy savings that might have been achieved from combining the operations. Amounts are presented in thousands:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Revenues		237,990		148,528		496,283		291,337
Net income		20,227		7,573		37,177		25,294

Business Acquisition [Line Items]

Schedule of Preliminary Allocation to Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed

The table below presents the preliminary allocation to the estimated fair value of identifiable assets acquired and liabilities assumed and the resulting goodwill as of May 30, 2025. Goodwill represents the future economic benefits arising from other assets acquired that cannot be individually identified and separately recognized. Based on the current tax treatment, goodwill is expected to be deductible for income tax purposes over a 15-year period.


(in thousands)	Preliminary Purchase Price Allocation
Cash and restricted cash	$	3,408
Trade receivables		13,059
Inventories		13,238
Prepaid expenses and other current assets		483
Property and equipment, net		8,576
Right of use assets – operating		1,193
Other long-term assets		51
Intangibles, net		23,800
Total assets		63,808
Accounts payable		6,111
Accrued expenses		1,539
Operating lease liabilities - current		552
Other current liabilities		143
Current portion of long-term debt and finance lease obligations		762
Operating lease liabilities - noncurrent		641
Long-term debt and finance lease obligations		2,623
Total liabilities		12,371
Net assets acquired		51,437
Goodwill		18,226
Total purchase consideration	$	69,663

Business Acquisition [Line Items]

Schedule of Preliminary Allocation to Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed

The table below presents the preliminary allocation to the estimated fair value of identifiable assets acquired and liabilities assumed and the resulting goodwill as of November 29, 2024. Goodwill is primarily attributable to the anticipated synergies expected from the integration of DWS. Based on the current tax treatment, $26.1 million of goodwill is expected to be deductible for income tax purposes over a 15-year period, while the remaining portion is not expected to be deductible for income tax purposes.


(in thousands)	Preliminary Purchase Price Allocation		Measurement Period Adjustments			Preliminary Purchase Price Allocation (as Adjusted)
Cash and restricted cash	$	9,530	$	—		$	9,530
Trade receivables		9,864		—			9,864
Indemnification asset (1)		—		1,775			1,775
Property and equipment, net		16,426		—			16,426
Right of use assets – operating		2,392		—			2,392
Intangibles, net		75,100		—			75,100
Total assets		113,312		1,775			115,087
Accounts payable		3,682		—			3,682
Accrued expenses		1,656		—			1,656
Other current liabilities (1)		—		2,218			2,218
Operating lease liabilities - current		423		—			423
Current portion of long-term debt and finance lease obligations		237		—			237
Long-term debt and finance lease obligations		588		—			588
Operating lease liabilities - noncurrent		1,969		—			1,969
Deferred income taxes		3,168		—			3,168
Total liabilities		11,723		2,218			13,941
Net assets acquired		101,589		(443	)		101,146
Goodwill		36,244		443			36,687
Total purchase consideration	$	137,833	$	—		$	137,833

(1) Represents the indemnification asset and corresponding liability related to unresolved legal matters that existed pre-acquisition in connection with the Impulse Litigation (as defined in Note 17. Commitments and Contingencies). This measurement period adjustment is a result of legal fees incurred to date on the pre-acquisition legal matter. Refer to Note 17. Commitments and Contingencies for further discussion.