Mergers and Acquisitions (Tables)
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9 Months Ended |
Sep. 30, 2026 |
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| SCF Machining Corporation |
|
| Business Combination [Line Items] |
|
| Schedule of Preliminary Allocation to Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed |
The table below presents the final purchase price allocation to the estimated fair value of identifiable assets acquired and liabilities assumed and the resulting goodwill as of February 7, 2025. Goodwill is primarily attributable to the anticipated cost reductions and supply chain flexibility expected from the integration of SCF. Based on the current tax treatment, goodwill is not expected to be deductible for income tax purposes.
|
|
|
|
|
|
(in thousands) |
|
|
Final Purchase Price Allocation |
|
Cash and restricted cash |
|
|
$ |
308 |
|
Inventories |
|
|
|
758 |
|
Prepaid expenses and other current assets |
|
|
|
722 |
|
Property and equipment |
|
|
|
1,305 |
|
Right-of-use assets – operating |
|
|
|
892 |
|
Other long-term assets |
|
|
|
269 |
|
Total assets |
|
|
|
4,254 |
|
Accounts payable |
|
|
|
671 |
|
Accrued expenses |
|
|
|
372 |
|
Operating lease liabilities - current |
|
|
|
374 |
|
Operating lease liabilities - noncurrent |
|
|
|
518 |
|
Total liabilities |
|
|
|
1,935 |
|
Net assets acquired |
|
|
|
2,319 |
|
Goodwill |
|
|
|
15,402 |
|
Total purchase consideration |
|
|
$ |
17,721 |
|
|
| Citadel Casing Solutions, LLC |
|
| Business Combination [Line Items] |
|
| Schedule of Intangible Assets Acquired and Respective Amortization Periods |
The table below represents the detail of the intangible assets acquired and the respective amortization periods (amounts in thousands):
|
|
|
|
|
|
|
|
Intangible Type |
Weighted Average Amortization
Period |
|
|
Value |
|
Customer relationships |
|
10.0 Years |
|
|
$ |
14,100 |
|
Trade names |
|
5.0 Years |
|
|
|
2,100 |
|
Technology, patents, and other |
|
10.0 Years |
|
|
|
7,600 |
|
Total intangibles acquired |
9.6 Years |
|
|
$ |
23,800 |
|
|
| Schedule of Preliminary Allocation to Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed |
The table below presents the final purchase price 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) |
|
|
Final Purchase Price Allocation |
|
Cash and restricted cash |
|
|
$ |
3,408 |
|
Trade receivables |
|
|
|
13,059 |
|
Inventories |
|
|
|
10,880 |
|
Prepaid expenses and other current assets |
|
|
|
483 |
|
Property and equipment |
|
|
|
8,576 |
|
Right-of-use assets – operating |
|
|
|
1,193 |
|
Other long-term assets |
|
|
|
51 |
|
Intangibles |
|
|
|
23,800 |
|
Total assets |
|
|
|
61,450 |
|
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 |
|
|
|
49,079 |
|
Goodwill |
|
|
|
20,584 |
|
Total purchase consideration |
|
|
$ |
69,663 |
|
|
| Drilling Innovative Solutions |
|
| Business Combination [Line Items] |
|
| Schedule of Intangible Assets Acquired and Respective Amortization Periods |
The table below represents the detail of the intangible assets acquired and the respective amortization periods (amounts in thousands):
|
|
|
|
|
|
|
|
Intangible Type |
Weighted Average Amortization
Period |
|
|
Value |
|
Customer relationships |
|
10.0 Years |
|
|
$ |
5,400 |
|
Trade names |
|
5.0 Years |
|
|
|
400 |
|
Technology, patents, and other |
|
10.0 Years |
|
|
|
2,000 |
|
Total intangibles acquired |
9.7 Years |
|
|
$ |
7,800 |
|
|
| TCO Group AS |
|
| Business Combination [Line Items] |
|
| Schedule of Intangible Assets Acquired and Respective Amortization Periods |
The table below represents the detail of the intangible assets acquired and the respective amortization periods (amounts in thousands):
|
|
|
|
|
|
|
|
Intangible Type |
Weighted Average Amortization
Period |
|
|
Value |
|
Customer relationships |
|
10.0 Years |
|
|
$ |
17,300 |
|
Technology, patents, and other |
|
10.0 Years |
|
|
|
20,400 |
|
Total intangibles acquired |
10.0 Years |
|
|
$ |
37,700 |
|
|
| 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 July 1, 2026. 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 |
$ |
3,095 |
|
Trade receivables |
|
3,834 |
|
Inventories |
|
18,500 |
|
Prepaid expenses and other current assets |
|
7,930 |
|
Property and equipment |
|
762 |
|
Right-of-use assets – operating |
|
3,227 |
|
Deferred tax asset, net |
|
2,203 |
|
Intangibles |
|
37,700 |
|
Total assets |
|
77,251 |
|
Accounts payable |
|
2,871 |
|
Accrued expenses |
|
6,001 |
|
Operating lease liabilities - current |
|
728 |
|
Contract liabilities |
|
3,501 |
|
Other current liabilities |
|
2,310 |
|
Operating lease liabilities - noncurrent |
|
2,475 |
|
Long-term debt and finance lease obligations |
|
246 |
|
Total liabilities |
|
18,132 |
|
Net assets acquired |
|
59,119 |
|
Goodwill |
|
31,714 |
|
Total purchase consideration |
$ |
90,833 |
|
We incurred transaction costs of $0.5 million in connection with the acquisition. The costs were expensed as incurred and recognized in Acquisition and integration costs in our Condensed Consolidated Statements of Operations and Comprehensive Income.
|
| 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:
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Three months ended
September 30, |
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Nine months ended
September 30, |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Revenues |
|
265,054 |
|
|
|
256,305 |
|
|
|
778,050 |
|
|
|
742,022 |
|
Net income |
|
26,795 |
|
|
|
40,951 |
|
|
|
39,007 |
|
|
|
70,325 |
|
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