| Segment Information |
18. Segment information Operating segments are defined as components of an entity for which separate financial information is available and evaluated on a regular basis by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. As of June 30, 2026 and 2025, the Company had two operating segments, ESS and PCS. The Company has identified its reportable segments based on the nature of the products and services, markets served and pricing and go-to-market strategies.
| • |
|
ESS is a supplier of drilling solutions and complete topside drilling packages and services to both onshore and offshore oil and gas customers. Key product offerings consist of overhaul, equipment installation and commissioning, services account management, 24/7 technical support, logistics, engineering upgrades, spare parts supply and training and condition-based maintenance. The ESS segment is derived from the acquisition of MHWirth AS. |
| • |
|
PCS is a supplier of integrated drilling products and services. Key product offerings consist of blowout preventer systems, controls and drilling riser equipment, spare parts supply for rig operations and maintenance programs, overhaul and recertification and reactivation of rigs and technical and operational rig support. The PCS segment is derived from the acquisition of Subsea Drilling Systems. | In addition to its reportable segments, the Company has corporate operations (Headquarters) which include general corporate expenses. Headquarters includes certain corporate stewardship items discussed below necessary to reconcile the reportable segments to the Company’s total amounts. The CODM, who is the Company’s Chief Executive Officer, uses segment operating income as the primary financial measure to evaluate segment performance. Segment operating income is defined as income before taxes (excluding certain corporate stewardship costs which are not allocable to the segments, such as legal, certain corporate finance functions and centrally managed initiatives, other non-operating items, and depreciation and amortization related to certain long-lived assets, including the headquarters office space), net other operating expenses (income), net foreign currency gain (loss), net other non-operating income (loss), and net interest income (expense). Inter-segment pricing is determined on an arm’s length basis. The CODM uses segment operating income in the budget and forecasting process and to monitor budget versus actual results, which are used in assessing the performance of the segments and to allocate resources to the segments. Segment assets are not reported to, or used by, the CODM to allocate resources to or assess performance of the Company’s segments. The following table presents the reconciliation of reportable segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
2026 |
|
|
2025 |
|
| (in thousands) |
|
ESS |
|
|
PCS |
|
|
Total |
|
|
ESS |
|
|
PCS |
|
|
Total |
|
Three Months Ended June 30, |
|
|
|
|
Revenues from external customers |
|
$ |
97,660 |
|
|
$ |
73,162 |
|
|
$ |
170,822 |
|
|
$ |
125,547 |
|
|
$ |
77,910 |
|
|
$ |
203,457 |
|
Intersegment revenue |
|
|
2,766 |
|
|
|
2,265 |
|
|
|
5,031 |
|
|
|
2,690 |
|
|
|
3,541 |
|
|
|
6,231 |
|
|
|
|
|
|
Total segment revenue |
|
$ |
100,426 |
|
|
$ |
75,427 |
|
|
$ |
175,853 |
|
|
$ |
128,237 |
|
|
$ |
81,451 |
|
|
$ |
209,688 |
|
Elimination of intersegment revenue |
|
|
|
|
|
|
|
|
|
|
(5,031 |
) |
|
|
|
|
|
|
|
|
|
|
(6,231 |
) |
|
|
|
|
|
Total consolidated revenue |
|
|
|
|
|
|
|
|
|
$ |
170,822 |
|
|
|
|
|
|
|
|
|
|
$ |
203,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers |
|
$ |
198,350 |
|
|
$ |
143,793 |
|
|
$ |
342,143 |
|
|
$ |
233,088 |
|
|
$ |
168,799 |
|
|
$ |
401,887 |
|
Intersegment revenue |
|
|
8,015 |
|
|
|
5,884 |
|
|
|
13,899 |
|
|
|
4,808 |
|
|
|
6,773 |
|
|
|
11,581 |
|
|
|
|
|
|
Total segment revenue |
|
$ |
206,365 |
|
|
$ |
149,677 |
|
|
$ |
356,042 |
|
|
$ |
237,896 |
|
|
$ |
175,572 |
|
|
$ |
413,468 |
|
Elimination of intersegment revenue |
|
|
|
|
|
|
|
|
|
|
(13,899 |
) |
|
|
|
|
|
|
|
|
|
|
(11,581 |
) |
|
|
|
|
|
Total consolidated revenue |
|
|
|
|
|
|
|
|
|
$ |
342,143 |
|
|
|
|
|
|
|
|
|
|
$ |
401,887 |
|
|
| The following table presents the reconciliation of segment performance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Three months ended June 30, 2026 |
|
|
Three months ended June 30, 2025 |
|
| (in thousands) |
|
ESS |
|
|
PCS |
|
|
Total |
|
|
ESS |
|
|
PCS |
|
|
Total |
|
Revenues from external customers(a) |
|
$ |
97,660 |
|
|
$ |
73,162 |
|
|
|
|
|
|
$ |
125,547 |
|
|
$ |
77,910 |
|
|
|
|
|
Cost of sales |
|
|
(64,585 |
) |
|
|
(44,939 |
) |
|
|
|
|
|
|
(94,696 |
) |
|
|
(56,849 |
) |
|
|
|
|
Selling, general and administrative expenses |
|
|
(29,868 |
) |
|
|
(27,536 |
) |
|
|
|
|
|
|
(18,166 |
) |
|
|
(8,656 |
) |
|
|
|
|
Research and development expenses |
|
|
(442 |
) |
|
|
(329 |
) |
|
|
|
|
|
|
(721 |
) |
|
|
72 |
|
|
|
|
|
Restructuring and other expenses(b) |
|
|
(261 |
) |
|
|
(4,743 |
) |
|
|
|
|
|
|
(1,072 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Total segment operating income (loss) |
|
$ |
2,504 |
|
|
$ |
(4,385 |
) |
|
$ |
(1,881 |
) |
|
$ |
10,892 |
|
|
$ |
12,477 |
|
|
$ |
23,369 |
|
|
|
|
|
|
Unallocated corporate costs(c) |
|
|
|
|
|
|
|
|
|
|
(2,950 |
) |
|
|
|
|
|
|
|
|
|
|
(2,619 |
) |
Foreign currency gain (loss) |
|
|
|
|
|
|
|
|
|
|
(591 |
) |
|
|
|
|
|
|
|
|
|
|
2,948 |
|
Other non-operating income (loss) |
|
|
|
|
|
|
|
|
|
|
(158 |
) |
|
|
|
|
|
|
|
|
|
|
334 |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
(3,945 |
) |
|
|
|
|
|
|
|
|
|
|
(9,106 |
) |
|
|
|
|
|
Income (loss) before income taxes |
|
|
|
|
|
|
|
|
|
$ |
(9,525 |
) |
|
|
|
|
|
|
|
|
|
$ |
14,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Six months ended June 30, 2026 |
|
|
Six months ended June 30, 2025 |
|
(in thousands) |
|
ESS |
|
|
PCS |
|
|
Total |
|
|
ESS |
|
|
PCS |
|
|
Total |
|
Revenues from external customers (a) |
|
$ |
198,350 |
|
|
$ |
143,793 |
|
|
|
|
|
|
$ |
233,088 |
|
|
$ |
168,799 |
|
|
|
|
|
Cost of sales |
|
|
(132,845 |
) |
|
|
(93,312 |
) |
|
|
|
|
|
|
(170,410 |
) |
|
|
(123,018 |
) |
|
|
|
|
Selling, general and administrative expenses |
|
|
(45,376 |
) |
|
|
(43,890 |
) |
|
|
|
|
|
|
(38,064 |
) |
|
|
(23,245 |
) |
|
|
|
|
Research and development expenses |
|
|
(685 |
) |
|
|
(500 |
) |
|
|
|
|
|
|
(1,235 |
) |
|
|
(445 |
) |
|
|
|
|
Restructuring and other expenses (b) |
|
|
(261 |
) |
|
|
(4,743 |
) |
|
|
|
|
|
|
(3,951 |
) |
|
|
(392 |
) |
|
|
|
|
|
|
|
|
|
Total segment operating income (loss) |
|
$ |
19,183 |
|
|
$ |
1,348 |
|
|
$ |
20,531 |
|
|
$ |
19,428 |
|
|
$ |
21,699 |
|
|
$ |
41,127 |
|
|
|
|
|
|
Unallocated corporate costs (c) |
|
|
|
|
|
|
|
|
|
|
(6,199 |
) |
|
|
|
|
|
|
|
|
|
|
(4,370 |
) |
Foreign currency gain (loss) |
|
|
|
|
|
|
|
|
|
|
(2,819 |
) |
|
|
|
|
|
|
|
|
|
|
6,941 |
|
Other non-operating income (loss) |
|
|
|
|
|
|
|
|
|
|
(413 |
) |
|
|
|
|
|
|
|
|
|
|
647 |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
(10,898 |
) |
|
|
|
|
|
|
|
|
|
|
(18,285 |
) |
|
|
|
|
|
Income (loss) before income taxes |
|
|
|
|
|
|
|
|
|
$ |
202 |
|
|
|
|
|
|
|
|
|
|
$ |
26,060 |
|
|
|
| (a) |
|
As the CODM does not regularly review intersegment revenue, it is excluded from the determination of total segment operating income. The CODM uses revenue from external customers to assess performance and allocate resources. |
| (b) |
|
Restructuring and other expenses consist of severance costs primarily related to workforce reductions and impairment of assets. |
| (c) |
|
Unallocated corporate costs include certain centralized corporate stewardship costs that are not allocable to the segments and are included in Selling, general and administrative expenses in our condensed consolidated statements of income. |
|
|
| Segment Information |
|
19. Segment information and geographic data Operating segments are defined as components of an entity for which separate financial information is available and evaluated on a regular basis by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. As of December 31, 2025 and 2024, the Company had two operating segments, ESS and PCS. The Company has identified its reportable segments based on the nature of the products and services, markets served and pricing and go-to-market strategies.
| • |
|
ESS is a supplier of drilling solutions and complete topside drilling packages and services to both onshore and offshore oil and gas customers. Key product offerings consist of overhaul, equipment installation and commissioning, services account management, 24/7 technical support, logistics, engineering upgrades, spare parts supply and training and condition-based maintenance. The ESS segment is derived from the acquisition of MHWirth AS. |
| • |
|
PCS is a supplier of integrated drilling products and services. Key product offerings consist of BOP systems, controls and drilling riser equipment, spare parts supply for rig operations and maintenance programs, overhaul and recertification and reactivation of rigs and technical and operational rig support. The PCS segment is derived from the acquisition of Subsea Drilling Systems. | In addition to its reportable segments, the Company has corporate operations (Headquarters) which include general corporate expenses. Headquarters includes certain corporate stewardship items discussed below necessary to reconcile the reportable segments to the Company’s total amounts. The CODM, who is the company’s Chief Executive Officer, uses segment operating income as the primary financial measure to evaluate segment performance. Segment operating income is defined as income before taxes (excluding certain corporate stewardship costs which are not allocable to the segments, such as legal, certain corporate finance functions and centrally managed initiatives, other non-operating items, and depreciation and amortization related to certain long-lived assets, including the headquarters office space), net other operating expenses (income), net foreign currency gain/(loss), net other non-operating income (loss), and net interest income (expense). Inter-segment pricing is determined on an arm’s length basis. The CODM uses segment operating income in the budget and forecasting process and to monitor budget versus actual results, which are used in assessing the performance of the segments and to allocate resources to the segments. Segment assets are not reported to, or used by, the CODM to allocate resources to or assess performance of the Company’s segments. The following table presents the reconciliation of reportable segment revenue for the year ended December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| |
|
ESS |
|
|
PCS |
|
|
Total |
|
Revenue from external customers |
|
$ |
438,553 |
|
|
$ |
383,201 |
|
|
$ |
821,754 |
|
Intersegment revenue |
|
|
15,252 |
|
|
|
11,667 |
|
|
|
26,919 |
|
|
|
|
|
|
Total segment revenue |
|
$ |
453,805 |
|
|
$ |
394,868 |
|
|
$ |
848,673 |
|
Elimination of intersegment revenue |
|
|
|
|
|
|
|
|
|
|
(26,919 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated revenue |
|
|
|
|
|
|
|
|
|
$ |
821,754 |
|
|
| The following table presents the reconciliation of segment performance for the year ended December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| |
|
ESS |
|
|
PCS |
|
|
Total |
|
Revenue from external customers(a) |
|
$ |
438,553 |
|
|
$ |
383,201 |
|
|
|
|
|
Cost of sales |
|
|
(303,314 |
) |
|
|
(237,721 |
) |
|
|
|
|
Selling, general and administrative expenses(b) |
|
|
(71,121 |
) |
|
|
(46,142 |
) |
|
|
|
|
Research and development expenses |
|
|
(2,165 |
) |
|
|
(648 |
) |
|
|
|
|
Restructuring and other expenses(c) |
|
|
(4,239 |
) |
|
|
(392 |
) |
|
|
|
|
Depreciation and amortization(b) |
|
|
(10,218 |
) |
|
|
(27,012 |
) |
|
|
|
|
|
|
|
|
|
Total segment operating income |
|
$ |
47,496 |
|
|
$ |
71,286 |
|
|
$ |
118,782 |
|
|
|
|
|
|
Unallocated corporate costs(d) |
|
|
|
|
|
|
|
|
|
|
(10,893 |
) |
Foreign currency income |
|
|
|
|
|
|
|
|
|
|
6,790 |
|
Other non-operating income |
|
|
|
|
|
|
|
|
|
|
1,263 |
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
(43,352 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
|
|
|
|
|
|
|
$ |
72,590 |
|
|
| The following table presents the reconciliation of reportable segment revenue for the year ended December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| |
|
ESS |
|
|
PCS |
|
|
Total |
|
Revenue from external customers (a) |
|
$ |
443,189 |
|
|
$ |
400,174 |
|
|
$ |
843,363 |
|
Intersegment revenue |
|
|
5,489 |
|
|
|
10,115 |
|
|
|
15,604 |
|
|
|
|
|
|
Total segment revenue |
|
$ |
448,678 |
|
|
$ |
410,289 |
|
|
$ |
858,967 |
|
Elimination of intersegment revenue |
|
|
|
|
|
|
|
|
|
|
(15,604 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated revenue |
|
|
|
|
|
|
|
|
|
$ |
843,363 |
|
|
| The following table presents the reconciliation of segment performance for the year ended December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| |
|
ESS |
|
|
PCS |
|
|
Total |
|
Revenue from external customers (a) |
|
$ |
443,189 |
|
|
$ |
400,174 |
|
|
$ |
843,363 |
|
Cost of sales |
|
|
(313,838 |
) |
|
|
(223,169 |
) |
|
|
|
|
Selling, general and administrative expenses (b) |
|
|
(72,015 |
) |
|
|
(63,355 |
) |
|
|
|
|
Research and development expenses |
|
|
(2,268 |
) |
|
|
(4,799 |
) |
|
|
|
|
Restructuring and other expenses (c) |
|
|
301 |
|
|
|
— |
|
|
|
|
|
Depreciation and amortization (b) |
|
|
(9,236 |
) |
|
|
(27,428 |
) |
|
|
|
|
|
|
|
|
|
Total segment operating income |
|
$ |
46,133 |
|
|
$ |
81,423 |
|
|
$ |
127,556 |
|
|
|
|
|
|
Unallocated corporate costs (d) |
|
|
|
|
|
|
|
|
|
|
(8,942 |
) |
Foreign currency loss |
|
|
|
|
|
|
|
|
|
|
(5,293 |
) |
Other non-operating income |
|
|
|
|
|
|
|
|
|
|
423 |
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
(37,255 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
|
|
|
|
|
|
|
$ |
76,489 |
|
|
|
| (a) |
|
As the CODM does not regularly review intersegment revenue, it is excluded from the determination of total segment operating income. The CODM uses revenue from external customers to assess performance and allocate resources. |
| (b) |
|
Depreciation and amortization expense is included in the consolidated statements of income within cost of sales and selling, general and administrative expenses. |
| (c) |
|
Restructuring and other expenses consist of severance costs primarily related to workforce reductions and reorganization within ESS and impairment of assets. |
| (d) |
|
Unallocated corporate costs include certain corporate stewardship costs that are not allocable to the segments, consisting of centralized finance costs of $8.1 million and $7.0 million for the years ended December 31, 2025 and 2024, respectively, and other corporate expenses of $2.7 million and $1.9 million for the years ended December 31, 2025 and 2024, respectively. | Geographical information The following table presents consolidated revenue disaggregated by geography on an entity basis for the years ended December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
2025 |
|
|
2024 |
|
United States |
|
$ |
301,448 |
|
|
$ |
304,262 |
|
Norway |
|
|
203,012 |
|
|
|
206,155 |
|
Germany |
|
|
100,285 |
|
|
|
99,453 |
|
United Kingdom |
|
|
49,863 |
|
|
|
73,381 |
|
Singapore |
|
|
28,278 |
|
|
|
45,425 |
|
Saudi Arabia |
|
|
27,795 |
|
|
|
19,314 |
|
United Arab Emirates |
|
|
27,584 |
|
|
|
19,904 |
|
Brazil |
|
|
25,561 |
|
|
|
31,827 |
|
Azerbaijan |
|
|
20,789 |
|
|
|
20,754 |
|
Australia |
|
|
14,526 |
|
|
|
10,767 |
|
Canada |
|
|
13,843 |
|
|
|
— |
|
Other countries |
|
|
8,770 |
|
|
|
12,121 |
|
|
|
|
|
|
Total revenue |
|
$ |
821,754 |
|
|
$ |
843,363 |
|
|
| The following table presents long-lived assets on the basis of geographic location as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
2025 |
|
|
2024 |
|
Headquarters (Netherlands) |
|
$ |
57,794 |
|
|
$ |
59,199 |
|
United States |
|
|
85,904 |
|
|
|
89,767 |
|
Norway |
|
|
38,570 |
|
|
|
25,132 |
|
Brazil |
|
|
28,723 |
|
|
|
25,211 |
|
Germany |
|
|
17,289 |
|
|
|
17,041 |
|
Other countries |
|
|
21,277 |
|
|
|
17,007 |
|
|
|
|
|
|
Total long-lived assets |
|
$ |
249,557 |
|
|
$ |
233,357 |
|
|
|
|