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Acquisition
9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition ACQUISITION
On October 15, 2024, we acquired for inclusion in FCD, all of the equity interests of MOGAS Industries, Inc., MOGAS Real Estate LLC and MOGAS Systems & Consulting LLC (such entities collectively, "MOGAS"), for a purchase price of $290.0 million, subject to additional closing working capital adjustments of $17.2 million and net of cash acquired of $3.1 million, and an incremental contingent earn-out payment of $15.0 million which was paid in the first quarter of 2025. MOGAS, a previously privately held provider of mission-critical severe service valves and associated aftermarket services, is based in Houston, Texas and has operations primarily in North America and, to a lesser extent, Europe and Asia Pacific. The acquisition was funded using a combination of cash on hand and term loan financing under our Second Amended and Restated Credit Agreement discussed in Note 7, "Debt and Finance Lease Obligations." MOGAS's differentiated valve products are expected to enhance our installed base, creating meaningful aftermarket opportunities with the addition of MOGAS's strong brand, heritage, and technical expertise in diverse and attractive end markets, including the growing mining industry. The acquisition was accounted for as a business combination under Accounting Standards Codification 805, Business Combinations, using the acquisition method of accounting.
During the fourth quarter of 2024, the fair value of assets acquired and liabilities assumed was recorded on a preliminary basis as presented in Note 2, "Acquisition" in our consolidated financial statements included in our 2024 Annual Report. During the third quarter of 2025 we recorded immaterial measurement period adjustments related to working capital accounts, property, plant and equipment and the final determination of purchase price with a net offsetting impact to goodwill of $8.2 million. The allocation of the purchase price is considered final as of the period ended September 30, 2025. The preliminary and final allocation of the purchase price is summarized below:
(Amounts in thousands)
October 15, 2024 (As originally reported)
Measurement Period Adjustments
October 15, 2024 (As adjusted)
Accounts receivable55.0 $— $55.0
Contract assets13.7 $— $13.7 
Inventories45.3 (2.2)43.1 
Prepaid expenses and other4.6 — 4.6 
Indemnification asset7.5 — 7.5 
Total current assets126.1 (2.2)123.9 
Intangible assets
Trademark19.0 — 19.0 
Existing customer relationships48.5 — 48.5 
Backlog10.5 — 10.5 
Total intangible assets78.0 — 78.0 
Property, plant and equipment41.9 (0.6)41.3 
Right-of-use assets1.0 — 1.0 
Total assets247.0 (2.8)244.2 
Current liabilities(58.8)$(1.2)(60.0)
Noncurrent liabilities(0.5)$— (0.5)
Net assets187.7 (4.0)183.7 
Goodwill127.2 8.2135.4
Purchase price, net of cash acquired of $3.1 million314.9 $4.2 $319.1 
The excess of the acquisition date fair value of the total purchase price over the estimated fair value of the net assets was recorded as goodwill. Goodwill of $135.4 million represents the value expected to be obtained from expanding Flowserve's market presence and strengthening our portfolio of products and services through the addition of MOGAS's valve products. The goodwill related to this acquisition is recorded in the FCD segment and is expected to be fully deductible for tax purposes. The trademark is an indefinite-lived intangible. Existing customer relationships and backlog have expected weighted average useful lives of 10 years and one year, respectively. In total, amortizable intangible assets have a weighted average useful life of approximately eight years. We recorded an indemnification asset and corresponding liability of $7.5 million related to legal matters that existed pre-acquisition and were unresolved at the date of acquisition, for which the seller agreed to indemnify us. The indemnification asset and liability are included within prepaid expenses and other and accrued liabilities, respectively, in our condensed consolidated balance sheets. Several of the litigation matters addressed in the indemnification have been settled
since the date of acquisition and as of September 30, 2025, the remaining indemnification asset and liability are immaterial. We incurred $9.5 million in acquisition and integration related costs for the nine-month period ended September 30, 2025 associated with the acquisition which are included within SG&A and cost of sales in our condensed consolidated statements of income.