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BUSINESS COMBINATIONS (Tables)
9 Months Ended
Sep. 30, 2024
Casing Technologies Group Limited  
Business Acquisition [Line Items]  
Summary of Preliminary Allocation of the Purchase

The preliminary allocation of the purchase is as follows:

Assets

Preliminary March 15, 2024

 

 

Measurement Period Adjustments

 

 

As adjusted March 15, 2024

 

Cash

$

2,674

 

 

 

 

 

$

2,674

 

Accounts receivable, net

 

3,781

 

 

 

 

 

 

3,781

 

Inventories, net

 

4,282

 

 

 

 

 

 

4,282

 

Prepaid expenses and other current assets

 

189

 

 

 

 

 

 

189

 

Property, plant and equipment , net

 

1,647

 

 

 

 

 

 

1,647

 

Operating lease ROU asset

 

315

 

 

 

 

 

 

315

 

Intangible assets, net

 

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

 

Summary of Identified Intangible Assets, Estimated Useful Lives and Methodologies Used to Determine Fair Values

The following table sets forth the amounts allocated to the identified intangible assets, the estimated useful lives of those intangible assets as of the CTG Acquisition 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

Intangible assets

 

 

 

 

 

 

 

 

Trade names

 

 

 

 

$

819

 

15

Relief from royalty method

Developed Technology

 

 

 

 

 

3,269

 

20

Relief from royalty method

Customer relationships

 

 

 

 

 

3,977

 

20

Multi-period excess earnings method of the income approach

Total intangible assets

 

 

 

 

$

8,065

 

 

 

Summary of Unaudited Supplemental Pro Forma Financial Information

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

2024

 

 

2023

 

 

2024

 

 

2023

 

Pro forma revenue

$

40,093

 

 

$

37,775

 

 

$

117,972

 

 

$

130,606

 

Pro forma net income

$

1,299

 

 

$

4,234

 

 

$

4,293

 

 

$

12,702

 

Superior Drilling Products, Inc  
Business Acquisition [Line Items]  
Summary of Consideration for Merger The consideration for the Merger of $47.9 million is comprised of the following items (in thousands):

 

Cash paid to holders of SDPI Common Stock(1)

$

13,668

 

Cash payment of SDPI transaction costs

 

2,907

 

Cash repayment of SDPI debt

 

2,278

 

Cash payment to holders of SDPI Restricted Stock

 

1,806

 

Cash severance payment to former SDPI employee(2)

 

233

 

Fair value of DTI Common Stock issued in exchange for outstanding SDPI Common Stock(3)

 

27,714

 

Fair value of replacement awards issued to holders of SDPI Options

 

138

 

Effective settlement of preexisting relationship between DTI and SDPI(4)

 

(828

)

Fair value of consideration transferred

$

47,916

 

 

(1) Represents cash consideration paid to holders of SDPI common stock, which consisted of (i) payment of $0.4 million to holders of SDPI common stock who elected to receive cash election consideration of $1.00 per share of SDPI common stock held pursuant to the terms of the Merger Agreement; (ii) payment of $4.3 million to SDPI stockholders who did not make an election to

receive either cash election consideration or stock election consideration and, therefore, pursuant to the terms of the Merger Agreement, automatically received the cash election consideration of $1.00 per share of SDPI common stock held; and (iii) payment of $9.0 million to holders of SDPI common stock whereby the stock election shares exceeded the maximum share amount, as described in the Merger Agreement, which triggered the proration provision described in the Merger Agreement.

 

(2) Represents a severance payment made in accordance with the terms of an employment agreement between SDPI and an employee that was entered into prior to contemplation of the Merger Agreement. The agreement contained a provision whereby a change in control event would trigger a severance payment, and it was determined that the closing of the Merger triggered the requirement for such a payment to be made. Upon the SDPI Closing, DTI paid the severance payment on SDPI’s behalf.

 

(3) Represents the fair value of the shares of DTI common stock issued to holders of SDPI common stock as consideration for the Merger. Holders of SDPI common stock received 4,845,132 shares of DTI's common stock with an aggregate fair value of $27.7 million, which was calculated using the quoted market price of DTI common stock of $5.72 per share on the SDPI Closing Date.

 

(4) Represents the effective settlement of DTI’s accounts payable to SDPI as DTI was a customer of SDPI's prior to the SDPI Closing.

Summary of Preliminary Allocation of the Purchase

The preliminary allocation of the purchase is as follows (in thousands):

 

Assets acquired:

 

 

Cash

$

1,726

 

Accounts receivable, net

 

1,239

 

Related party note receivable, current

 

1,231

 

Inventories, net

 

2,800

 

Prepaid expenses and other current assets

 

573

 

Property, plant and equipment, net

 

10,213

 

Related party note receivable, noncurrent

 

4,193

 

Operating lease right-of-use asset

 

2,662

 

Intangible assets, net

 

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

 

Summary of Preliminary Reconciliation of Fair Value of Consideration Transferred and Fair Value of DTI's Investment in SDPI Acquired and Held Prior to Closing

The following table presents a preliminary reconciliation of the fair value of consideration transferred and the fair value of DTI’s investment in SDPI that was acquired and held prior to Closing which is included in the calculation of goodwill (in thousands):

 

Fair value of consideration transferred

$

47,916

 

Fair value of DTI's investment in SDPI that was acquired and held prior to Closing

 

1,244

 

Total fair value consideration transferred and fair value of DTI's investment in SDPI that was acquired and held prior to Closing

$

49,160

 

Summary of Identified Intangible Assets, Estimated Useful Lives and Methodologies Used to Determine Fair Values

The following table sets forth the amounts allocated to the identified intangible assets, the estimated useful lives of those intangible assets as of the SDPI 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 relationships

 

 

$

13,400

 

 

15

 

Multi-period Excess Earnings Method

Developed technology

 

 

 

8,600

 

 

15

 

Relief-From-Royalty Method

Trade names

 

 

 

800

 

 

15

 

Relief-From-Royalty Method

Backlog

 

 

 

50

 

 

0.4

 

Multi-period Excess Earnings Method

Total intangible assets

 

 

$

22,850

 

 

 

 

Summary of Unaudited Supplemental Pro Forma Financial Information

The unaudited supplemental pro forma financial results below for the three and nine months ended September 30, 2024 and 2023, combine the consolidated results of the Company and SDPI, giving effect to the Merger as if it had been completed on January 1,

2023. The unaudited supplemental pro forma financial results to not give effect to the impact of the CTG Acquisition. 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, 2023, or any other date.

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

2024

 

 

2023

 

 

2024

 

 

2023

 

Pro forma revenue

$

40,663

 

 

$

40,517

 

 

$

120,140

 

 

$

124,928

 

Pro forma net income/(loss)

$

(2,349

)

 

$

4,000

 

 

$

(3,304

)

 

$

8,883