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BUSINESS COMBINATION | 6 Months Ended
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Jun. 30, 2025
Business Combination [Abstract] |
BUSINESS COMBINATION | # NOTE 3 – BUSINESS COMBINATION # # Acquisition of CTG # # On the March 15, 2024, the Company’s wholly owned subsidiary, Drilling Tools International, Inc., entered into and consummated the Share Purchase Agreement with CTG, the shareholders of CTG, and a representative of CTG, to acquire 100% of the shares of CTG for a gross cash purchase consideration of $20.9 million. CTG is incorporated in the United Kingdom and is the holding company of its wholly owned subsidiary, Deep Casing. Deep Casing specializes in the design, engineering, and manufacturing of a range of patented and innovative products for well construction, well completion, and casing installation processes for the global oil and gas sector. The CTG Acquisition allows the Company to further expand its geographical presence globally, especially in the Middle East, provides accretive earnings to consolidated results of operations, and expands the Company’s portfolio of intellectual property rights, through the acquisition of over 60 patents. # The CTG Acquisition has been accounted for as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”). Drilling Tools International, Inc. has been treated as the accounting acquirer. Accordingly, CTG’s tangible and identifiable intangible assets acquired and its liabilities assumed were recorded at their estimated fair values on the CTG Acquisition Date. # The allocation of the purchase price is as follows:
Assets | Preliminary March 15, 2024 |  |  | Measurement Period Adjustments |  |  | As adjusted March 15, 2024 |
Cash | $ | 2,674 |  |  | $ | — |  |  | $ | 2,674 |
Accounts receivable |  | 3,781 |  |  |  | — |  |  |  | 3,781 |
Inventories |  | 4,282 |  |  |  | — |  |  |  | 4,282 |
Prepaid expenses and other current assets |  | 189 |  |  |  | — |  |  |  | 189 |
Property, plant and equipment |  | 1,647 |  |  |  | — |  |  |  | 1,647 |
Operating lease ROU asset |  | 315 |  |  |  | — |  |  |  | 315 |
Intangible assets |  | 8,065 |  |  |  | — |  |  |  | 8,065 |
Goodwill |  | 2,618 |  |  | 526 |  |  |  | 3,144 |
Total assets acquired | $ | 23,571 |  |  | $ | 526 |  |  | $ | 24,097 |
Liabilities |  |  |  |  |  |  |  |
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. The Company incurred acquisition-related costs o f $0.4 million and $1.1 million, respectively, during the three and six months ended June 30, 2024, which is included in other operating and non-operating expenses, net in the consolidated statements of income and comprehensive income. # Acquisition of Superior Drilling Products, Inc. # On March 6, 2024, the Company entered into the Merger Agreement by and among the Company, SDPI, Merger Sub, Merger Sub II, pursuant to the First Merger, with SDPI surviving as a wholly owned subsidiary of DTI and upon the effective time of the First Merger, SDPI, as the surviving corporation of the First Merger, merged with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of the Company. In accordance with the terms of the Merger Agreement, the closing of the Merger occurred on July 31, 2024 (the “SDPI Closing Date” or “SDPI Closing”) for total consideration of $47.9 million. # SDPI is an innovative drilling and completion tool technology company providing cost saving solutions that drive production efficiencies for the oil and natural gas drilling industry. In addition, SDPI is a manufacturer and refurbisher of polycrystalline diamond compact drill bits for leading oil field services companies. The acquisition furthers the Company's growth strategy as a premier provider of technologically differentiated solutions and services for the global oil & gas drilling industry. The SDPI acquisition allows the company to vertically integrate around our proven and successful Drill-N-Ream® tool, gain global rights to run this tool, continue the Vernal, UT bit repair business supporting major OEMs of PDC drill bits, and leverage their high-spec machine shop. In addition, we acquired over 30 patents and patents pending, the majority of which have been granted. # The acquisition of SDPI has been accounted for as a business combination in accordance with ASC 805, Business Combinations. The Company has been treated as the accounting acquirer. Accordingly, SDPI's tangible and identifiable intangible assets acquired and its liabilities assumed were recorded at their estimated fair values on the SDPI Closing Date. # The allocation of the purchase is as follows (in thousands):
Assets acquired: |  |
Cash | $ | 1,726 |
Accounts receivable |  | 1,239 |
Related party note receivable, current |  | 1,231 |
Inventories |  | 2,800 |
Prepaid expenses and other current assets |  | 573 |
Property, plant and equipment |  | 10,213 |
Related party note receivable, noncurrent |  | 4,193 |
Operating lease right-of-use asset |  | 2,662 |
Intangible assets |  | 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 |
The excess of the fair value of the consideration transferred and the fair value of DTI’s previously held investment in SDPI 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 acquisition of SDPI is not deductible for tax purposes. As of June 30, 2025, the Company is complete with the process of allocating the purchase price and valuing the acquired assets and liabilities assumed. The Company incurred acquisition-related costs o f $0.7 million and $0.8 million, respectively, during the three and six months ended June 30, 2024, which is included in other operating and non-operating expenses, net in the consolidated statements of income and comprehensive income. Acquisition of European Drilling Projects B.V. On September 30, 2024, the Company’s wholly owned subsidiary, Drilling Tools International, Inc., entered the Share Purchase Agreement with European Drilling Projects B.V. (“EDP”), and the sole shareholder of EDP, to acquire 100% of the shares of EDP. European Drilling Products is a global provider of next-generation stabilizers, specialty reamers, and wellbore optimization technology for the drilling industry. EDP designs and manufactures bespoke drilling equipment tailored to address specific industry challenges. The integration of EDP's expertise aligns seamlessly with DTI's international growth strategy and commitment to technological differentiation. In accordance with the terms of the Merger Agreement, the closing of the acquisition occurred on October 3, 2024 (the “EDP Closing Date” or “EDP Closing”) for total consideration of $13.9 million, including a Promissory Note payable to parent company of EDP for $5.2 million. On April 22, 2025, the First Amendment to the Promissory Note was entered into, reducing the balance owed on the Promissory Note by $0.3 million. As the amendment was signed within a year of the acquisition date of September 30, 2024 and related to additional information about matters which existed as of the acquisition date, the Company accounted for the amendment as a measurement period adjustment. Please refer to the table below for the impact of the reduction. Additionally, refer to Note 8 - Long-Term Debt for further information regarding the Promissory Note. The acquisition of EDP has been accounted for as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”). Drilling Tools International, Inc. has been treated as the accounting acquirer. Accordingly, EDP’s tangible and identifiable intangible assets acquired, and its liabilities assumed were recorded at their estimated fair values on the EDP Closing Date. The purchase price allocation for the Merger is preliminary and subject to revision. Additional information that existed as of the EDP Closing Date may become known during the remainder of the measurement period, which will not extend beyond one year from the EDP Closing Date. The preliminary allocation of the purchase is as follows (in thousands):
| Preliminary September 30, 2024 |  |  | Measurement Period Adjustments |  |  | As adjusted September 30, 2024 |
Assets acquired: |  |  |  |  |  |  |  |
Cash | $ | 79 |  |  |  | — |  |  | $ | 79 |
Accounts receivable |  | 1,180 |  |  |  | — |  |  |  | 1,180 |
Accrued Revenue |  | 271 |  |  |  | — |  |  |  | 271 |
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 |
Other current liabilities |  | 876 |  |  |  | — |  |  |  | 876 |
Debt, noncurrent |  | 138 |  |  |  | — |  |  |  | 138 |
Operating lease liabilities, less current portion |  | 325 |  |  |  | — |  |  |  | 325 |
Deferred tax liabilities, net |  | 2 |  |  |  | 1,908 |  |  |  | 1,910 |
Total liabilities assumed |  | 1,769 |  |  |  | 1,908 |  |  |  | 3,677 |
Total identifiable net assets |  | 12,384 |  |  |  | (1,936 | ) |  |  | 10,448 |
Goodwill |  | 1,516 |  |  |  | 1,670 |  |  |  | 3,186 |
Total net assets acquired and goodwill | $ | 13,900 |  |  | $ | (266 | ) |  | $ | 13,634 |
The excess of the fair value of the consideration transferred over the fair values of the net identifiable tangible and intangible assets acquired has been assigned to goodwill. Goodwill represents the future benefits of acquiring EDP as the acquisition not only enhances DTI's competitive edge, but also reinforces its position as a leader in providing innovative drilling solutions to the global oil and gas industry. Goodwill will be evaluated for impairment at least annually. Goodwill attributable to the acquisition of EDP is not deductible for tax purposes. During the six months ended June 30, 2025, a measurement period adjustment was identified as it relates to the consideration transferred and the recognition of deferred tax assets and liabilities. The total measurement period adjustment was $1.7 million. The measurement period adjustment impacted the goodwill recognized on September 30, 2024. As of June 30, 2025, the Company is in the process of allocating the purchase price and valuing the acquired assets and liabilities assumed, specifically as it relates to applicable foreign tax positions. Titan Tools Group Limited On January 2, 2025, the Company’s wholly owned subsidiary, Drilling Tools International, Inc., completed the acquisition of 100% of the shares of Titan Tools Group Limited (“Titan”). Titan is a full-service, down-hole tool rental company for land and offshore operations focused on wellbore construction rental items for both traditional hydrocarbon extraction and geothermal industries. Titan's primary operations are located in the United Kingdom, Europe, and Africa. In accordance with the terms of the acquisition, the closing of the acquisition occurred on January 2, 2025 (the “Titan Closing Date” or “Titan Closing”) for total consideration of $10.8 million. 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. The acquisition of Titan has been accounted for as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”). Drilling Tools International, Inc. has been treated as the accounting acquirer. Accordingly, Titan’s tangible and identifiable intangible assets acquired, and its liabilities assumed were recorded at their estimated fair values on the Titan Closing Date. The purchase price allocation for the acquisition is preliminary and subject to revision. Additional information that existed as of the Titan Closing Date may become known during the remainder of the measurement period, which will not extend beyond one year from the Titan Closing Date. The preliminary allocation of the purchase price is as follows (in thousands):
Assets acquired: |  |
Cash | $ | 559 |
Accounts receivable |  | 3,670 |
Inventory |  | 658 |
Other current assets |  | 93 |
Property, plant and equipment |  | 3,927 |
Operating lease right-of-use asset |  | 919 |
Intangible assets |  | 2,657 |
Total assets acquired |  | 12,484 |
Liabilities assumed: |  |
Accounts payable |  | 1,090 |
Operating lease liabilities, current |  | 226 |
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 |
The excess of the fair value of the consideration transferred over the fair values of the net identifiable tangible and intangible assets acquired has been assigned to goodwill. Goodwill represents the future benefits of acquiring Titan as the acquisition not only enhances DTI's competitive edge, but also reinforces its position as a leader in providing innovative drilling solutions to the global oil and gas industry. Goodwill attributable to the acquisition of Titan is not deductible for tax purposes. 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):
|  |  |  |  | Fair value |  | Useful life (in years) | Fair value methodology
Customer Relationship |  |  |  |  | $ | 2,671 |  | 25 | Multi-period Excess Earnings Method
Total intangible assets |  |  |  |  | $ | 2,671 |  |  |
The intangible assets acquired are expected to be amortized over their useful lives on a straight-line basis. The Company incurred acquisition-related costs o f $0.3 million and $0.5 million, respectively, during the three and six months ended June 30, 2025, which is included in other operating and non-operating expenses, net in the consolidated statements of income and comprehensive income. The Company’s consolidated statements of income and comprehensive income for the three and six months ended June 30, 2025, include Titan’s revenues of $3.0 million and $5.6 million, respectively, and net income of $0.6 million and $0.7 million, respectively from the Titan Closing Date to June 30, 2025. Supplemental Pro Forma Information (unaudited) The unaudited supplemental pro forma financial results below for the three and six months ended June 30, 2025 and 2024, combine the consolidated results of the Company, SDPI and CTG, giving effect to the mergers as if they had been completed on January 1, 2024. The unaudited supplemental pro forma financial results to not give effect to the impact of the Titan or EDP Acquisition as these were not considered significant individually or in the aggregate. This unaudited supplemental pro forma financial information is presented for informational purposes only and is not indicative of future operations or results had the acquisition been completed as of January 1, 2024, or any other date.
| Three months ended June 30, |
(in thousands) | 2025 |  |  | 2024 |
Pro forma revenue | $ | 39,421 |  |  | $ | 36,468 |
Pro forma net loss | $ | (2,407 | ) |  | $ | (1,103 | )
| Six months ended June 30, |
(in thousands) | 2025 |  |  | 2024 |
Pro forma revenue | $ | 82,301 |  |  | $ | 79,476 |
Pro forma net loss | $ | (4,076 | ) |  | $ | (1,234 | )

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