BUSINESS COMBINATIONS (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Business Combination [Line Items] |
|
| 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):
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|
|
|
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Fair value |
|
Useful life
(in years) |
Fair value methodology |
Customer relationship |
|
|
|
|
$ |
2,671 |
|
25 |
Multi-period Excess Earnings Method |
Total intangible assets |
|
|
|
|
$ |
2,671 |
|
|
|
|
| Casing Technologies Group Limited |
|
| Business Combination [Line Items] |
|
| Summary of Preliminary Allocation of the Purchase |
The allocation of the purchase is as follows:
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|
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|
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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 |
|
4,282 |
|
|
|
— |
|
|
|
4,282 |
|
Prepaid expenses and other current assets |
|
189 |
|
|
|
— |
|
|
|
189 |
|
Property, plant and equipment, net |
|
1,647 |
|
|
|
— |
|
|
|
1,647 |
|
Operating lease right-of-use 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 |
|
|
|
|
|
|
|
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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 |
|
The excess of the purchase price over the fair values of the net identifiable tangible and intangible assets acquired has been assigned to goodwill. Goodwill represents the future benefits as a result of the acquisition that will enhance the services available to both new and existing customers and increase the Company’s competitive position. Goodwill will be evaluated for impairment at least annually. Goodwill attributable to the CTG Acquisition is not deductible for tax purposes. As of March 15, 2025, the Company is complete with the process of allocating the purchase price and valuing the acquired assets and liabilities assumed.
|
| Superior Drilling Products, Inc |
|
| Business Combination [Line Items] |
|
| Summary of Preliminary Allocation of the Purchase |
The 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 |
|
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 |
|
|
| European Drilling Projects B.V. |
|
| Business Combination [Line Items] |
|
| Summary of Preliminary Allocation of the Purchase |
The allocation of the purchase is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
|
Measurement Period Adjustments |
|
|
As adjusted September 30, 2024 |
|
Assets acquired: |
|
|
|
|
|
|
|
|
Cash |
$ |
79 |
|
|
|
— |
|
|
$ |
79 |
|
Accounts receivable |
|
1,451 |
|
|
|
— |
|
|
|
1,451 |
|
Prepaids and other current assets |
|
42 |
|
|
|
— |
|
|
|
42 |
|
Property, plant and equipment |
|
3,176 |
|
|
|
— |
|
|
|
3,176 |
|
Operating lease right-of-use asset |
|
325 |
|
|
|
— |
|
|
|
325 |
|
Deferred tax assets |
|
883 |
|
|
|
(28 |
) |
|
|
855 |
|
Intangible assets |
|
8,197 |
|
|
|
— |
|
|
|
8,197 |
|
Total assets acquired |
|
14,153 |
|
|
|
(28 |
) |
|
|
14,125 |
|
Liabilities assumed: |
|
|
|
|
|
|
|
|
Accounts payable |
|
428 |
|
|
|
— |
|
|
|
428 |
|
Accrued expenses and other current liabilities |
|
1,014 |
|
|
|
— |
|
|
|
876 |
|
Operating lease liabilities, less current portion |
|
325 |
|
|
|
— |
|
|
|
325 |
|
Deferred tax liabilities, net |
|
2 |
|
|
|
1,908 |
|
|
|
1,910 |
|
Total liabilities assumed |
|
1,769 |
|
|
|
1,908 |
|
|
|
3,539 |
|
Total identifiable net assets |
|
12,384 |
|
|
|
(1,936 |
) |
|
|
10,586 |
|
Goodwill |
|
1,516 |
|
|
|
1,670 |
|
|
|
3,186 |
|
Total net assets acquired and goodwill |
$ |
13,900 |
|
|
$ |
(266 |
) |
|
$ |
13,634 |
|
|
| Titan Tools Group Limited |
|
| Business Combination [Line Items] |
|
| Summary of Preliminary Allocation of the Purchase |
The allocation of the purchase price is as follows (in thousands):
|
|
|
|
Assets acquired: |
|
|
Cash |
$ |
559 |
|
Accounts receivable, net |
|
3,670 |
|
Inventories |
|
658 |
|
Prepaid expenses and 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 |
|
Accrued expenses and 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 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.
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