XML 37 R27.htm IDEA: XBRL DOCUMENT
v3.23.3

Business Acquisitions (Tables) | 9 Months Ended
--- | ---
Sep. 30, 2023
Business Combinations [Abstract] |
Schedule of Pro forma Consolidated Results of Operations | The following unaudited pro forma summary presents consolidated information of Dril-Quip as if the business combination had occurred on January 1, 2022.
|  | Pro forma three months ended September 30, |  |  | Pro forma nine months ended September 30, |
|  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
|  | (In thousands) |
|  | (unaudited) |
Revenues |  | $ | 125,367 |  |  | $ | 112,471 |  |  | $ | 352,343 |  |  | $ | 329,692 |
Net income |  | $ | (1,611 | ) |  | $ | 15,810 |  |  | $ | 10,387 |  |  | $ | (1,450 | )
Summary of Consideration Transferred to Acquire Great North | The following table summarizes the consideration transferred to acquire Great North:
Fair value of consideration transferred: |  | (In thousands) |
Cash |  | $ | 84,097 |
Contingent consideration |  |  | 3,571 |
Total |  | $ | 87,668 |
The acquisition of Great North includes a contingent consideration arrangement that requires additional consideration to be paid by Dril-Quip to the sellers of Great North based on the future revenues of Great North for FY 2024 and 2025. The range of the undiscounted amounts Dril-Quip could pay under the contingent consideration agreement is between zero and $30 million CAD, approximately $22.8 million. The fair value of the contingent consideration recognized on the acquisition date was $3.6 million. The current and noncurrent portion of contingent consideration is included in other accrued liabilities and other long-term liabilities, respectively. The fair value of the contingent consideration recognized on the acquisition date of $3.6 million was estimated by applying a Monte-Carlo valuation model based on Level 3 inputs. The Company will be required to remeasure this liability to fair value quarterly with any changes in the fair value recorded in income until the final payment is made.
Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed | The following table sets forth the preliminary purchase price allocation, which was based on fair value of assets acquired and liabilities assumed at the acquisition date, July 31, 2023: Preliminary amounts of identified assets acquired and liabilities assumed:
|  | (In thousands) |
Cash |  | $ | 1,810 |
Accounts receivable |  |  | 16,499 |
Prepaid expenses and other current assets |  |  | 609 |
Inventory |  |  | 16,068 |
Property, plant and equipment |  |  | 29,338 |
Right of use assets |  |  | 11,115 |
Intangible assets (1) |  |  | 22,263 |
Total assets acquired |  | $ | 97,702 |
Accounts payable |  |  | 7,034 |
Accrued expenses |  |  | 3,522 |
Deferred revenue |  |  | 47 |
Lease liability, long-term |  |  | 11,115 |
Deferred taxes |  |  | 5,075 |
Total liabilities assumed |  | $ | 26,793 |
Net identifiable assets acquired |  | $ | 70,909 |
Goodwill |  |  | 16,759 |
Net assets acquired |  | $ | 87,668 |
(1) Includes $4.0 million of trademarks with a weighted average useful life of 10 years, $3.6 million of patents with a weighted average useful life of 15 years, and $14.7 million of customer relationships with a weighted average useful life of 10 years. See “Goodwill and Intangible Assets,” Note 11 of Notes to the Condensed Consolidated Financial Statements for further information regarding intangible assets.

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(3) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration