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Mergers and Acquisitions (Tables) | 6 Months Ended
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Jun. 30, 2025
Business Acquisition [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 |  | 12.0 Years |  |  | $ | 67,800 |
Trade names |  | 10.0 Years |  |  |  | 7,300 |
Total intangibles acquired | 11.8 Years |  |  | $ | 75,100 |
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.
Summary of Consideration For Acquisition | The following table summarizes the consideration for the acquisition (in thousands, except stock price and shares):
Cash consideration |  |  | $ | 75,051 |
Impulse litigation holdback |  |  |  | 4,000 |
Fair value of equity consideration (1) |  |  |  | 31,215 |
Previously held interest |  |  |  | 27,567 |
Total purchase price consideration |  |  | $ | 137,833 |
(1) The fair value of equity consideration is based on 1,918,558 shares transferred and the closing stock price of Company Common Stock of $16.27 on the date of acquisition.
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 |
SCF Machining Corporation |
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 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) |  |  | Preliminary Purchase Price Allocation |
Cash and restricted cash |  |  | $ | 308 |
Inventories |  |  |  | 758 |
Prepaid expenses and other current assets |  |  |  | 722 |
Property and equipment, net |  |  |  | 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 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 |
Dril-Quip, Inc [Member] |
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 gain on bargain purchase as of the Closing Date. Measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date.
(in thousands) |  |  | Preliminary Purchase Price Allocation |  |  | Measurement Period Adjustments |  |  | Preliminary Purchase Price Allocation (as Adjusted) |
Cash and restricted cash |  | $ |  | 154,312 |  |  |  | — |  |  |  | 154,312 |
Trade receivables |  |  |  | 125,155 |  |  |  | — |  |  |  | 125,155 |
Contract assets |  |  |  | 8,675 |  |  |  | — |  |  |  | 8,675 |
Inventories |  |  |  | 148,958 |  |  |  | — |  |  |  | 148,958 |
Assets held for sale |  |  |  | 1,535 |  |  |  | — |  |  |  | 1,535 |
Prepaid expenses and other current assets |  |  |  | 20,023 |  |  |  | — |  |  |  | 20,023 |
Property and equipment, net |  |  |  | 133,690 |  |  |  | — |  |  |  | 133,690 |
Right of use assets – operating |  |  |  | 21,358 |  |  |  | — |  |  |  | 21,358 |
Deferred tax asset, net |  |  |  | 124,634 |  |  |  | (6,847 | ) |  |  | 117,787 |
Other long-term assets |  |  |  | 5,461 |  |  |  | — |  |  |  | 5,461 |
Total assets |  |  |  | 743,801 |  |  |  | (6,847 | ) |  |  | 736,954 |
Accounts payable |  |  |  | 48,887 |  |  |  | — |  |  |  | 48,887 |
Accrued expenses |  |  |  | 28,906 |  |  |  | — |  |  |  | 28,906 |
Contract liabilities |  |  |  | 14,332 |  |  |  | — |  |  |  | 14,332 |
Operating lease liabilities - current |  |  |  | 2,080 |  |  |  | — |  |  |  | 2,080 |
Current portion of long-term debt and finance lease obligations |  |  |  | 595 |  |  |  | — |  |  |  | 595 |
Other current liabilities |  |  |  | 213 |  |  |  | — |  |  |  | 213 |
Long-term debt and finance lease obligations |  |  |  | 1,645 |  |  |  | — |  |  |  | 1,645 |
Operating lease liabilities - noncurrent |  |  |  | 15,397 |  |  |  | — |  |  |  | 15,397 |
Other long-term liabilities |  |  |  | 1,814 |  |  |  | — |  |  |  | 1,814 |
Total liabilities |  |  |  | 113,869 |  |  |  | — |  |  |  | 113,869 |
Net assets acquired |  |  |  | 629,932 |  |  |  | (6,847 | ) |  |  | 623,085 |
Gain on bargain purchase |  |  |  | (92,659 | ) |  |  | 6,847 |  |  |  | (85,812 | )
Total purchase consideration |  | $ |  | 537,273 |  |  |  | — |  |  |  | 537,273 |
(1) Represents the deferred tax asset adjustment recognized from a refinement of our estimated deferred tax positions by jurisdictions.
Downhole Well Solutions, LLC |
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.

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