0000950170-24-124037 | 10-Q | XBRL Viewer | Innovex International INC

Intangible Assets and Goodwill

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

NOTE 7. INTANGIBLE ASSETS AND GOODWILL

Intangible Assets. A summary of intangible assets as of September 30, 2024 and December 31, 2023 is as follows.


	September 30, 2024
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	78,166	$	(44,306	)	$	33,860
Non-compete agreements		500		(375	)		125
Trade names		10,980		(9,178	)		1,802
Technology, Patents, and Other		26,133		(26,133	)		—
Total	$	115,779	$	(79,992	)	$	35,787

	December 31, 2023
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	78,166	$	(38,511	)	$	39,655
Non-compete agreements		500		(321	)		179
Trade names		10,980		(9,006	)		1,974
Technology, Patents, and Other		26,133		(26,133	)		—
Total	$	115,779	$	(73,971	)	$	41,808

Amortization expense on intangible assets was $2.0 million and $2.0 million for the three months ended September 30, 2024 and 2023 respectively, and $6.0 million and $6.0 million for the nine months ended September 30, 2024 and 2023, respectively.

Impairment. We analyzed definite lived intangible assets for impairment as of September 30, 2024 and December 31, 2023, in accordance with Accounting Standards Codification 360 Property, Plant, and Equipment, noting no impairment indicators were present. We analyzed goodwill for impairment as of September 30, 2024 and December 31, 2023, in accordance with Accounting

Standards Codification 350 Intangibles—Goodwill and Other, noting no impairment indicators were present. For our annual goodwill impairment test as of December 31, 2023, we performed a qualitative assessment to determine if it was more likely than not (that is, a likelihood of more than 50 percent) that the fair value of our reporting unit was less than its carrying value as of the test date. We evaluated events and circumstances since the date of our last quantitative or qualitative assessment, including macroeconomic conditions, industry and market conditions, and our overall financial performance, and it was determined that the reporting unit fair value was, more likely than not, greater than the carrying amount. Therefore, no impairment charges were recorded related to goodwill for the periods ended September 30, 2024 and December 31, 2023.

The following table presents a roll-forward of goodwill for the periods ended September 30, 2024 and December 31, 2023:


(in thousands)	Goodwill, Gross		Accumulated Impairment			Goodwill, Net
Balance at December 31, 2022	$	94,436	$	(70,504	)	$	23,932
Additions		—		—			—
Balance at December 31, 2023	$	94,436	$	(70,504	)	$	23,932
Additions		—		—			—
Balance at September 30, 2024	$	94,436	$	(70,504	)	$	23,932

Assets Held For Sale	9 Months Ended
Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Assets Held For Sale	NOTE 16. ASSETS HELD FOR SALE In accordance with the applicable accounting guidance, FASB ASC 360-10-45-9, the Company identified $1.0 million of buildings and $0.5 million of land as held for sale. The assets’ net carrying amount are classified as "Assets held for sale" on the condensed consolidated balance sheets at September 30, 2024.

Assets Held For Sale

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Assets Held For Sale

NOTE 16. ASSETS HELD FOR SALE

In accordance with the applicable accounting guidance, FASB ASC 360-10-45-9, the Company identified $1.0 million of buildings and $0.5 million of land as held for sale. The assets’ net carrying amount are classified as "Assets held for sale" on the condensed consolidated balance sheets at September 30, 2024.

Debt - Additional Information (Details) - USD ($)		9 Months Ended
Debt - Additional Information (Details) - USD ($)	Jun. 10, 2022	Sep. 30, 2024	Sep. 30, 2023	May 01, 2023	Apr. 30, 2023
Line of Credit Facility [Line Items]
Defaults payments of subordinated notes		$ 0	$ 393,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Line of credit		0
Available borrowing capacity		$ 90,800,000
A&R Credit Agreement
Line of Credit Facility [Line Items]
Line of credit facility, maturity date		Jun. 10, 2022
Second A&R Credit Agreement
Line of Credit Facility [Line Items]
Line of credit facility, quarterly principal payment	$ 1,250,000
Line of credit facility, frequency of payments		first day of each quarter
Line of credit facility, maturity date	Jun. 10, 2026
Second A&R Credit Agreement \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Line of credit	$ 90,000,000
Uncommitted accordion facility	20,000,000
Available borrowing capacity				$ 15,000,000
Increased borrowing availability					$ 110,000,000
Second A&R Credit Agreement \| Term Loan
Line of Credit Facility [Line Items]
Line of credit	$ 24,400,000
Increased borrowing availability					$ 25,000,000
Four A&R Credit Agreement [Member]
Line of Credit Facility [Line Items]
Debt modification gain (loss)		$ 0
Term of debt covenants		We were in compliance with our debt covenants at September 30, 2024 and December 31, 2023.

Earnings Per Share - Summary of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net income	$ 82,586	$ 15,366	$ 108,537	$ 55,478
Denominator:
Basic weighted average number of shares outstanding	40,728,902	30,928,647	34,139,548	30,928,647
Dilutive effect of equity awards	802,076	1,152,313	1,150,144	1,124,706
Diluted weighted average number of shares	41,530,978	32,080,960	35,289,692	32,053,353
Income per share:
Basic	$ 2.03	$ 0.5	$ 3.18	$ 1.79
Diluted	$ 1.99	$ 0.48	$ 3.08	$ 1.73
Potentially dilutive shares excluded as anti-dilutive	65,850	1,431,757	85,649	1,446,271

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net income	$ 108,537	$ 55,478
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	19,168	16,576
Deferred financing fees amortization	298	239
Amortization of operating lease ROU asset	5,764	5,542
Impairment of long-lived assets	3,522	266
Bargain purchase gain	(92,659)	0
Stock-based compensation expense	11,824	1,492
(Gains)/loss on sale of property and equipment	(487)	71
(Gains)/loss on lease termination	(282)	21
Deferred tax asset, net	783	(10,404)
Equity method earnings, net of dividends	102	(1,099)
Changes in operating assets and liabilities, net of amounts related to acquisitions:
Accounts receivable, net	27,163	(4,386)
Inventories	(19,707)	(3,500)
Prepaid expenses and other current assets	(4,552)	(5,573)
Other long-term assets	(210)	995
Accounts payable	1,345	(1,932)
Accrued expenses and other current liabilities	(2,608)	6,656
Other operating assets and liabilities, net	(907)	(5,963)
Net cash used in operating activities	57,094	54,479
Cash flows from investing activities
Capital expenditures	(5,967)	(14,345)
Proceeds from sale of property and equipment	2,053	1,088
Equity method investment	0	(18,350)
Cash acquired in stock based business combination	154,312	0
Net cash used in investing activities	150,398	(31,607)
Cash flows from financing activities
Deferred debt issuance cost	0	(393)
Revolving credit facility borrowings	148,300	198,800
Revolving credit facility payments	(171,500)	(214,550)
Term loan payments	(5,033)	(4,150)
Payments on finance leases	(4,137)	(2,739)
Dividend payment	(74,983)	0
Proceeds from exercise of options	3,326	0
Taxes paid related to net share settlement of equity awards	(10,185)	0
Net cash provided by financing activities	(114,212)	(23,032)
Effect of exchange rate changes	(791)	51
Net change in cash and restricted cash	92,489	(109)
Cash and restricted cash beginning of year	7,406	8,416
Cash and restricted cash end of year	99,895	8,307
Supplemental cash flow information:
Cash paid for interest	(1,561)	(3,776)
Cash paid for income taxes	$ (7,041)	$ (18,099)

Stock Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share Based Compensation

NOTE 13. STOCK BASED COMPENSATION

The Company accounts for equity-based compensation expense in accordance with Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”). Equity instruments are measured at fair value on the grant date consistent with the terms of the award. We use an option pricing model to determine the fair value of stock options on the grant date. The Company has elected to account for forfeitures as they occur. The compensation expense is recorded in "Selling, general and administrative expenses" in the Condensed Consolidated Statements of Operations and Comprehensive Income. Stock-based compensation expense recorded was $10.9 million and $0.5 million for the three months ended September 30, 2024 and 2023, respectively and $11.8 million and $1.5 million for the nine months ended September 30, 2024 and 2023, respectively.

As described below, certain amounts of the Restricted Stock Awards ("RSAs"), Performance Unit Awards ("Performance Units"), Dril-Quip Restricted Stock Units ("Dril-Quip RSUs") and Director Stock Compensation Awards ("DSAs") awarded under the 2017 Omnibus Incentive Plan of Dril-Quip (the “Omnibus Incentive Plan”) vested upon the Merger and certain amounts of the RSAs, Performance Units, and Dril-Quip RSUs awarded under the Omnibus Incentive Plan remained outstanding and were assumed by the Company. All such share-based payments awards that were converted to the Company’s awards or settled in the Company’s shares are considered modified upon occurrence of the Merger.

Modification accounting is not required for Legacy Innovex share-based payment awards as the fair value of the modified awards does not exceed the fair value of the original award immediately before the original award was modified, the vesting

conditions of the modified awards are the same as the original award immediately before the original award is modified and the classification of the modified award is the same as the original award immediately before the original award is modified. As a result, there is no incremental compensation cost resulting from the modifications related to Legacy Innovex share-based payment awards.

Restricted Stock Awards, Performance Unit Awards and Dril-Quip Restricted Stock Units

On October 28, 2023 and 2022 and 2021, pursuant to the Omnibus Incentive Plan, Dril-Quip awarded officers, directors, and key employees RSAs, which is an award of common stock subject to time vesting. These RSAs are restricted as to transference, sale, and other disposition, and vest ratably over a three-year period.

On October 28, 2023, 2022 and 2021, pursuant to the Omnibus Incentive Plan, Dril-Quip awarded Performance Units awards to officers and key employees. Under the terms of the Performance Units, participants may earn from 0% to 200% of their target award based upon the Company’s relative total share return (TSR) in comparison to the 15 component companies of the Philadelphia Oil Service Index and, starting with the 2020 grants, the S&P 500 Index. Starting with the 2022 grants, the Philadelphia Oil Service Index was replaced by the VanEck Oil Services ETF Index.

On September 6, 2024, pursuant to the Omnibus Incentive Plan, Dril-Quip awarded certain employees with key roles related to a prior acquisition Dril-Quip RSUs, which is an award of common stock subject to time vesting. These Dril-Quip RSUs are restricted as to transference, sale, and other disposition, and vest ratably over a two-year period.

As per the grant agreement, all 135,588 RSAs and Performance Units granted in 2021 become fully vested upon a Change of Control event, and the Merger qualified as a Change of Control event. As such, these shares became fully vested as of the date of the Merger.

The remaining RSAs, Performance Units and Dril-Quip RSUs granted in 2022, 2023 and 2024 remained outstanding and to the extent earned, will be settled in shares of Company Common Stock, subject to appropriate adjustments to the number of shares related to each award. As of September 6, 2024, 493,048 shares of Company Common Stock subject to RSAs were outstanding under the Omnibus Incentive Plan; $4.9 million of their fair value is attributable to post-Merger services and will be recognized as equity-based compensation expense in the post-combination period to the extent earned. As of September 6, 2024, 303,827 shares of Company Common Stock subject to Performance Units were outstanding under the Omnibus Incentive Plan; $2.4 million of their fair value is attributable to post-Merger services and will be recognized as equity-based compensation expense in the post-combination period to the extent earned. As of September 6, 2024, 103,014 shares of Company Common Stock subject to Dril-Quip RSUs were assumed under the Omnibus Incentive Plan; $1.6 million of their fair value is attributable to post-Merger services and will be recognized as equity-based compensation expense in the post-combination period to the extent earned.

Director Stock Compensation Awards

Under the DSA program, the directors of Dril-Quip were allowed to elect to receive all or a portion of their fees in the form of director restricted stock awards (DSAs) in an amount equal to 125% of the fees in lieu of cash. The awards are made quarterly on the first business day after the end of each calendar quarter and vest on January 1 of the second year after the grant date.

As per the grant agreement, all 75,537 DSAs become fully vested upon a Change of Control event, and the Merger qualified as a Change of Control event. As such, these shares became fully vested as of the date of the Merger.

Stock Options

Legacy Innovex previously granted stock options which generally vest in equal increments over four years and have a ten-year term. Pursuant to the Merger Agreement, each stock option became fully vested and settled immediately prior to the effective time of the Merger. Due to the accelerated vesting, the Company recognized all remaining unamortized compensation expense of $0.6 million upon close of the Merger.

Restricted Stock Units (RSUs)

Legacy Innovex previously granted RSUs subject to vesting and forfeiture conditions during applicable restriction periods. During the three and nine months ended September 30, 2024, after adjustment for the Exchange Ratio, we granted 617,275 of equity-classified RSUs, respectively. During the three and nine months ended September 30, 2023, after adjustment for the Exchange Ratio, we granted 0 and 309,133 equity-classified RSUs, respectively. The RSUs granted in 2024 will vest on two different vesting schedules. Immediately upon close of the Merger, 224,521 RSUs vested; as a result, the Company recorded $3.9 million of compensation expense related to these RSUs on the Closing Date. The remaining 388,407 RSUs granted in 2024, net of forfeitures, will vest over 2 years beginning from the date of the merger. RSUs granted in 2023 vest ratably over a three or four year period. The

Company recognizes share-based compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest.

Debt - Schedule of Interest Expense Calculated Based on Fixed and Floating Rate Components (Details) - Second A&R Credit Agreement - SOFR	Sep. 30, 2024
Revolving Credit Facility
Line of Credit Facility [Line Items]
Percentage of interest expense	1.75%
Term Loan
Line of Credit Facility [Line Items]
Percentage of interest expense	2.00%

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Summary of Other Accrued Liabilities

A summary of other accrued liabilities as of September 30, 2024 and December 31, 2023 is as follows:


(in thousands)	September 30, 2024		December 31, 2023
Payroll and other compensation expenses	$	33,587	$	17,748
Property, sales and other non-income related taxes		9,534		5,772
Accrued commission		833		759
Income taxes		—		1,982
Accrued interest		403		380
Other accrued liabilities		11,527		2,095
Total	$	55,884	$	28,736

Assets Held For Sale - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale	$ 1,544	$ 0
Building
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale	1,000
Land
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale	$ 500

Stock Based Compensation - Stock Option - Additional Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)
Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Remaining unamortized compensation expense	$ 0.6

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Accrued Expenses

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses

NOTE 10. ACCRUED EXPENSES

A summary of other accrued liabilities as of September 30, 2024 and December 31, 2023 is as follows:


(in thousands)	September 30, 2024		December 31, 2023
Payroll and other compensation expenses	$	33,587	$	17,748
Property, sales and other non-income related taxes		9,534		5,772
Accrued commission		833		759
Income taxes		—		1,982
Accrued interest		403		380
Other accrued liabilities		11,527		2,095
Total	$	55,884	$	28,736

Mergers and Acquisitions - Schedule of Preliminary Allocation to Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed and resulting Gain on Bargain Purchase (Details) - USD ($) $ in Thousands		9 Months Ended
	Sep. 06, 2024	Sep. 30, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Gain on bargain purchase		$ (92,659)	$ 0
Dril-Quip, Inc
Business Acquisition [Line Items]
Cash	$ 154,312
Trade receivables	125,155
Contract assets	8,675
Inventory	148,958
Assets held for sale	1,535
Prepaid expenses and other current assets	20,023
Property and equipment	133,690
Right of use assets - operating	21,358
Deferred tax asset, net	124,634
Other Long-term assets	5,461
Total assets	743,801
Accounts payable	48,887
Accrued expenses	28,906
Contract liabilities	14,332
Operating lease liabilities - current	2,080
Current portion of long-term debt and finance lease obligations	595
Other current liabilities	213
Long-term debt and finance lease obligations	1,645
Operating lease liabilities - noncurrent	15,397
Other long-term liabilities	1,814
Total liabilities	113,869
Net assets acquired	629,932
Gain on bargain purchase	(92,659)
Total purchase price consideration	$ 537,273

Stock Based Compensation - Restricted Stock Units (RSUs) - Additional Information (Details) - Restricted Stock Units - USD ($) $ in Millions		1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 06, 2024	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted		388,407	617,275	0	617,275	309,133
Shares, vested	224,521
Allocated share-based compensation expense	$ 3.9	$ 1.6
Award vesting period					2 years
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting period					3 years
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting period					4 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 6. PROPERTY AND EQUIPMENT

A summary of property and equipment as of September 30, 2024 and December 31, 2023 is as follows:


(in thousands)	September 30, 2024			December 31, 2023
Land	$	27,672		$	1,832
Buildings, building improvements and leasehold improvements		75,963			19,481
Manufacturing machinery and equipment		63,032			35,669
Rental tools		34,581			24,444
Office equipment and computer software		4,334			1,653
Vehicles		20,899			13,451
Right of use leases – finance		20,289			16,588
Total Property and equipment		246,770			113,118
Less: Accumulated depreciation and amortization		(64,540	)		(60,694	)
Net Property and equipment	$	182,230		$	52,424

Debt - Schedule of Current and Long-term Debt Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current portion of long-term debt and finance lease obligations:
Finance lease obligations, current	$ 5,695	$ 4,824
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total current portion of long-term debt and finance lease obligations	Total current portion of long-term debt and finance lease obligations
Total current portion of long-term debt and finance lease obligations	$ 10,695	$ 9,824
Long-term debt and finance lease obligations:
Finance lease obligations, noncurrent	$ 5,188	$ 5,319
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-Term Debt and Lease Obligation	Long-Term Debt and Lease Obligation
Total long-term debt and finance lease obligations	$ 12,867	$ 41,230
Less: debt issuance costs, net	(516)	(664)
Total long-term portion of debt and finance lease obligations, net	12,351	40,566
Total debt and finance lease obligations, net	23,046	50,390
Term Loan
Current portion of long-term debt and finance lease obligations:
Long-term debt, current	5,000	5,000
Long-term debt and finance lease obligations:
Long-term debt, noncurrent	7,679	12,711
Revolving Credit Facility
Long-term debt and finance lease obligations:
Long-term debt, noncurrent	$ 0	$ 23,200

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

A summary of property and equipment as of September 30, 2024 and December 31, 2023 is as follows:


(in thousands)	September 30, 2024			December 31, 2023
Land	$	27,672		$	1,832
Buildings, building improvements and leasehold improvements		75,963			19,481
Manufacturing machinery and equipment		63,032			35,669
Rental tools		34,581			24,444
Office equipment and computer software		4,334			1,653
Vehicles		20,899			13,451
Right of use leases – finance		20,289			16,588
Total Property and equipment		246,770			113,118
Less: Accumulated depreciation and amortization		(64,540	)		(60,694	)
Net Property and equipment	$	182,230		$	52,424

Mergers and Acquisitions (Tables)

9 Months Ended

Sep. 30, 2024

Business Acquisition [Line Items]

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.

Schedule of Preliminary Allocation to Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed and resulting Gain on Bargain Purchase

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 (in thousands):


		Preliminary Purchase Price Allocation
Cash and restricted cash	$		154,312
Trade receivables			125,155
Contract assets			8,675
Inventories			148,958
Assets held for sale			1,535
Prepaid expenses and other current assets			20,023
Property and equipment, net			133,690
Right of use assets – operating			21,358
Deferred tax asset, net			124,634
Other long-term assets			5,461
Total assets			743,801
Accounts payable			48,887
Accrued expenses			28,906
Contract liabilities			14,332
Operating lease liabilities - current			2,080
Current portion of long-term debt and finance lease obligations			595
Other current liabilities			213
Long-term debt and finance lease obligations			1,645
Operating lease liabilities - noncurrent			15,397
Other long-term liabilities			1,814
Total liabilities			113,869
Net assets acquired			629,932
Gain on bargain purchase			(92,659	)
Total purchase consideration	$		537,273

Schedule of Unaudited Pro Forma Consolidated Results of Operations

Amounts are presented in thousands:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues	$	231,203	$	260,433	$	727,626	$	728,435
Net income	$	3,962	$	6,279	$	35,143	$	92,904

Summary of Business

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Business

NOTE 1. SUMMARY OF BUSINESS

Description of Business

On March 18, 2024, Innovex Downhole Solutions, Inc., a Delaware corporation (“Legacy Innovex”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Dril-Quip, Inc., a Delaware corporation (“Dril-Quip”), Ironman Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Dril-Quip, and DQ Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Dril-Quip. On September 6, 2024 (the “Closing Date”), the transactions contemplated in the Merger Agreement (the “Merger”) were consummated. Following the Merger, Legacy Innovex became a wholly owned subsidiary of Dril-Quip, and the name “Dril-Quip, Inc.” was changed to “Innovex International, Inc.” (“Innovex”, the “Company”, the "Combined Company", “we”, “us” and “our”). The Company’s stock remained listed on the New York Stock Exchange, and its symbol was changed to “INVX”. Except as otherwise indicated, references herein to "Dril-Quip" are to Dril-Quip, Inc. prior to the completion of the Merger.

The Merger was accounted for using the acquisition method of accounting with Legacy Innovex being identified as the accounting acquirer. The consolidated financial statements of the Company reflect the financial position, results of operations and cash flows of only Legacy Innovex for all periods prior to the Merger and of the Combined Company for all periods subsequent to the Merger.

In connection with the consummation of the Merger, the outstanding shares of common stock, par value $0.01 per share, of Legacy Innovex (the "Legacy Innovex Common Stock") were converted into the right to receive 32,183,966 shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”). The number of shares of Company Common Stock received for each share of Legacy Innovex Common Stock by the Legacy Innovex shareholders was equal to 2.0125 (the "Exchange Ratio").

Innovex designs, manufactures, sells and rents a broad suite of well-centric, engineered products to the global oil and natural gas industry. Our products are sold and rented to international oil companies, national oil companies, independent exploration and production companies and multinational service companies. The products we provide have applications across the well lifecycle for both onshore and offshore oil and natural gas wells, including well construction, well completion, and well production and intervention applications. The Company’s corporate office is located in Humble, Texas.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”) for interim financial information. The Condensed Consolidated Financial Statements include the accounts of our subsidiaries where we have control over operating and financial policies. Investments in unconsolidated affiliates, in which the Company can exercise significant influence, but does not own a controlling financial interest, are accounted for using the equity method of accounting. These Condensed Consolidated Financial Statements should be read in conjunction with Legacy Innovex's financial statements and related notes thereto for the year ended December 31, 2023 (the "Audited Financial Statements") included in our Current Report on Form 8-K/A filed with the Securities and Exchange Commission on September 16, 2024. In the opinion of management, these Condensed Consolidated Financial Statements reflect all normal, recurring adjustments necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. All intercompany accounts and transactions have been eliminated for purposes of preparing these Condensed Consolidated Financial Statements.

Revenue - Schedule of Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Allowance for Credit Loss [Abstract]
Balance at January 1	$ 5,015	$ 3,136
Allowance pertaining to the receivables acquired as part of the Merger	72,685
Provision for credit losses	1,323	3,797
Write-offs charged against allowance	(2,434)	(1,576)
Balance at September 30	$ 76,589	$ 5,357

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

Stock Based Compensation - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Incremental compensation cost from modifications			$ 0
Selling, General and Administrative Expenses
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share-based compensation expense	$ 10,900,000	$ 500,000	$ 11,800,000	$ 1,500,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Summary of Basic and Diluted Earnings Per Share

The following table summarizes the basic and diluted earnings per share calculations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net income (in thousands)	$	82,586	$	15,366	$	108,537	$	55,478
Denominator:
Basic weighted average number of shares outstanding		40,728,902		30,928,647		34,139,548		30,928,647
Dilutive effect of equity awards		802,076		1,152,313		1,150,144		1,124,706
Diluted weighted average number of shares		41,530,978		32,080,960		35,289,692		32,053,353
Income per share:
Basic	$	2.03	$	0.50	$	3.18	$	1.79
Diluted	$	1.99	$	0.48	$	3.08	$	1.73
Potentially dilutive shares excluded as anti-dilutive		65,850		1,431,757		85,649		1,446,271

Mergers and Acquisitions - Schedule of Unaudited Pro Forma Consolidated Results of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Revenues	$ 231,203	$ 260,433	$ 727,626	$ 728,435
Net income	$ 3,962	$ 6,279	$ 35,143	$ 92,904

Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Summary of Revenues Disaggregation

The following tables present our revenues disaggregated by category and by geography:


	Three Months Ended September 30, 2024						Three Months Ended September 30, 2023
(in thousands)	NAM		INTL & Offshore		Total		NAM		INTL & Offshore		Total
Product revenues	$	79,668	$	46,975	$	126,643	$	76,050	$	39,751	$	115,801
Service revenues		13,411		2,363		15,774		13,891		1,109		15,000
Rental revenues		5,228		4,172		9,400		2,389		5,896		8,285
Total revenues	$	98,307	$	53,510	$	151,817	$	92,330	$	46,756	$	139,086


	Nine Months Ended September 30, 2024						Nine Months Ended September 30, 2023
(in thousands)	NAM		INTL & Offshore		Total		NAM		INTL & Offshore		Total
Product revenues	$	211,405	$	131,917	$	343,322	$	228,901	$	124,263	$	353,164
Service revenues		37,698		5,976		43,674		43,177		3,426		46,603
Rental revenues		9,182		13,938		23,120		8,689		13,893		22,582
Total revenues	$	258,285	$	151,831	$	410,116	$	280,767	$	141,582	$	422,349

Schedule of Changes in Allowance for Credit Losses

The changes in allowance for credit losses during the nine months ended September 30, 2024 and 2023 were as follows:


	September 30,
(in thousands)	2024			2023
Balance at January 1	$	5,015		$	3,136
Allowance pertaining to the receivables acquired as part of the Merger		72,685			-
Provision for credit losses		1,323			3,797
Write-offs charged against allowance		(2,434	)		(1,576	)
Balance at September 30	$	76,589		$	5,357

Schedule of Contract Asset and Liability

Balances related to contracts with customers consisted of the following:

Contract Assets (amounts shown in thousands)


Contract assets at December 31, 2023	$	-
Additions		8,896
Transfers to Trade receivables, net		(749	)
Contract assets at September 30, 2024	$	8,147

Contract liabilities (amounts shown in thousands)


Contract liabilities at December 31, 2023	$	-
Additions		14,979
Revenue recognized		(889	)
Contract liabilities at September 30, 2024	$	14,090

Revenue

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

NOTE 4. REVENUE

Revenue is recognized as, or when, the performance obligations are satisfied. The Company generates revenue primarily from three revenue streams: (i) product revenues, (ii) service revenues; and (iii) rental revenues. We sell or rent our products and provide services primarily in onshore U.S. and Canadian (“NAM”) markets and in international and offshore (“International and Offshore”) markets. We attribute rental and service revenue to the country in which the rental or service was performed, while we attribute product sales revenue to the country to which the product was shipped. The Company has elected the practical expedient to expense commissions as the amortization period associated with the asset that would have been recognized for each order is one year or less. Rental revenue as presented in the table below is accounted for under the lease guidance according to Accounting Standards Codification Topic 842 Leases and recognized ratably over the term of the lease.

The following tables present our revenues disaggregated by category and by geography:


	Three Months Ended September 30, 2024						Three Months Ended September 30, 2023
(in thousands)	NAM		INTL & Offshore		Total		NAM		INTL & Offshore		Total
Product revenues	$	79,668	$	46,975	$	126,643	$	76,050	$	39,751	$	115,801
Service revenues		13,411		2,363		15,774		13,891		1,109		15,000
Rental revenues		5,228		4,172		9,400		2,389		5,896		8,285
Total revenues	$	98,307	$	53,510	$	151,817	$	92,330	$	46,756	$	139,086


	Nine Months Ended September 30, 2024						Nine Months Ended September 30, 2023
(in thousands)	NAM		INTL & Offshore		Total		NAM		INTL & Offshore		Total
Product revenues	$	211,405	$	131,917	$	343,322	$	228,901	$	124,263	$	353,164
Service revenues		37,698		5,976		43,674		43,177		3,426		46,603
Rental revenues		9,182		13,938		23,120		8,689		13,893		22,582
Total revenues	$	258,285	$	151,831	$	410,116	$	280,767	$	141,582	$	422,349

Trade Receivables are stated at the historical carrying amount net of allowances for credit losses. We evaluate our global trade receivable through a continuous process of assessing our portfolio on an individual customer and overall basis. Based on our review, we establish or adjust allowances for specific customers. Past due balances are written-off against allowance for credit losses when the accounts are deemed to be no longer collectible.

The changes in allowance for credit losses during the nine months ended September 30, 2024 and 2023 were as follows:


	September 30,
(in thousands)	2024			2023
Balance at January 1	$	5,015		$	3,136
Allowance pertaining to the receivables acquired as part of the Merger		72,685			-
Provision for credit losses		1,323			3,797
Write-offs charged against allowance		(2,434	)		(1,576	)
Balance at September 30	$	76,589		$	5,357

Contract Balances

Based upon the terms of the specific contract, billings may be in excess of the revenue recognized, in which case the amounts are included in contract liabilities as a liability on the Condensed Consolidated Balance Sheets. Likewise, revenue recognized may exceed customer billings, in which case the amounts are reported in contract assets.

Contract assets are recognized for revenue related to products accounted for using the over time method of accounting and are earned on completion of the performance obligation, for which consideration to be received is conditional on something other than the passage of time. The amounts recognized as contract assets are reclassified to trade receivable upon billing, as at that point, consideration is conditional only upon the passage of time. Contract liabilities represent the Company’s obligations to transfer goods or services to customers for which the Company has received consideration, in full or part, from the customer.

Balances related to contracts with customers consisted of the following:

Contract Assets (amounts shown in thousands)


Contract assets at December 31, 2023	$	-
Additions		8,896
Transfers to Trade receivables, net		(749	)
Contract assets at September 30, 2024	$	8,147

Contract liabilities (amounts shown in thousands)


Contract liabilities at December 31, 2023	$	-
Additions		14,979
Revenue recognized		(889	)
Contract liabilities at September 30, 2024	$	14,090

Obligations for returns and refunds were considered immaterial as of September 30, 2024.

Remaining Performance Obligations

The aggregate amount of the transaction price allocated to remaining performance obligations from our over time product lines was $2.4 million as of September 30, 2024. The Company expects to recognize revenue on all of the remaining performance obligations over the next twelve months.

The Company applies the practical expedient available under Accounting Standards Codification 606, which permits us not to disclose information about remaining performance obligations that have original expected durations of one year or less.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Intangible Assets and Goodwill (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

A summary of intangible assets as of September 30, 2024 and December 31, 2023 is as follows.


	September 30, 2024
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	78,166	$	(44,306	)	$	33,860
Non-compete agreements		500		(375	)		125
Trade names		10,980		(9,178	)		1,802
Technology, Patents, and Other		26,133		(26,133	)		—
Total	$	115,779	$	(79,992	)	$	35,787

	December 31, 2023
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	78,166	$	(38,511	)	$	39,655
Non-compete agreements		500		(321	)		179
Trade names		10,980		(9,006	)		1,974
Technology, Patents, and Other		26,133		(26,133	)		—
Total	$	115,779	$	(73,971	)	$	41,808

Schedule of Goodwill

The following table presents a roll-forward of goodwill for the periods ended September 30, 2024 and December 31, 2023:


(in thousands)	Goodwill, Gross		Accumulated Impairment			Goodwill, Net
Balance at December 31, 2022	$	94,436	$	(70,504	)	$	23,932
Additions		—		—			—
Balance at December 31, 2023	$	94,436	$	(70,504	)	$	23,932
Additions		—		—			—
Balance at September 30, 2024	$	94,436	$	(70,504	)	$	23,932

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total Property and equipment	$ 246,770	$ 113,118
Less: Accumulated depreciation and amortization	(64,540)	(60,694)
Net Property and equipment	182,230	52,424
Land
Property, Plant and Equipment [Line Items]
Total Property and equipment	27,672	1,832
Buildings, Building Improvements and Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total Property and equipment	75,963	19,481
Manufacturing Machinery and Equipment
Property, Plant and Equipment [Line Items]
Total Property and equipment	63,032	35,669
Rental Tools
Property, Plant and Equipment [Line Items]
Total Property and equipment	34,581	24,444
Office Equipment and Computer Software
Property, Plant and Equipment [Line Items]
Total Property and equipment	4,334	1,653
Vehicles
Property, Plant and Equipment [Line Items]
Total Property and equipment	20,899	13,451
Right of Use Leases - Finance
Property, Plant and Equipment [Line Items]
Total Property and equipment	$ 20,289	$ 16,588

Income Taxes - Additional Information (Details)	3 Months Ended		9 Months Ended
Income Taxes - Additional Information (Details)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	(3.20%)	33.90%	5.90%	21.70%

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

NOTE 14. RELATED PARTY TRANSACTIONS

Related parties include key management personnel and their close family members having authority and responsibility for planning, directing, and monitoring the activities of the Company directly or indirectly. In the normal course of business, the Company from time to time receives services and products from, or sells products, services and rentals to, related parties, in transactions that are either not material or approved in accordance with our Related Party Transaction Approval Policy.

The total of purchases from vendors that are related parties were $0.5 million and $0.4 million for the three months ended September 30, 2024 and 2023, respectively, and $1.8 million and $0.8 million for the nine months ended September 30, 2024 and 2023, respectively.

Total revenue earned from customers that are related parties were $0.8 million and $0.1 million for the three months ended September 30, 2024 and 2023, respectively, and $8.9 million and $0.5 million for the nine months ended September 30, 2024 and 2023, respectively. In October 2023, we added a new member to Legacy Innovex's Board of Directors who was an executive of Pioneer Natural Resources, Inc. ("Pioneer"), an established customer of Legacy Innovex. Effective June 2024, this director no longer works for Pioneer and therefore is no longer considered a related party. Of the $8.9 million of revenue earned from related parties for the nine months ended September 30, 2024, $5.7 million related to Pioneer. The outstanding net accounts receivable due from customers that are related parties at September 30, 2024 and December 31, 2023 was $0.2 million and $1.8 million, respectively.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Trade receivables, net of allowance	$ 76,589	$ 5,015
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	40,249,394
Common stock, shares issued	67,131,395	30,928,647
Common stock, shares outstanding	67,131,395	30,928,647

Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Goodwill, Impaired, Accumulated Impairment Loss [Abstract]
Goodwill, Gross, Beginning balance	$ 94,436	$ 94,436
Goodwill, Gross, Additions	0	0
Goodwill, Gross, Ending balance	94,436	94,436
Accumulated Impairment, Beginning balance	(70,504)	(70,504)
Accumulated Impairment, Additions	0	0
Accumulated Impairment, Ending balance	(70,504)	(70,504)
Goodwill, Net, Beginning Balance	23,932	23,932
Goodwill, Net, Additions	0	0
Goodwill, Net, Ending Balance	$ 23,932	$ 23,932

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Name Accounting Standards Codification
-Section 55
-Paragraph 49
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Revenues

Total revenues

$ 151,817

$ 139,086

$ 410,116

$ 422,349

Cost of Revenue [Abstract]

Total cost of revenues

^[1]

99,138

89,187

262,355

275,363

Selling, general and administrative expenses

37,984

19,226

77,903

54,108

(Gain)/loss on sale of assets

(169)

(102)

(487)

Depreciation and amortization

7,786

5,768

19,168

16,576

Impairment of long-lived assets

266

3,522

266

Acquisition costs

20,296

760

25,492

1,985

Income (Loss) from operations

(13,218)

23,981

22,163

73,980

Interest expense

729

1,516

2,055

4,714

Other expense/(income), net

(269)

(402)

(98)

Equity method earnings

1,018

844

2,230

1,515

Gain on bargain purchase

92,659

Income before income taxes

79,999

23,247

115,399

70,879

Income tax expense (benefit), net

(2,587)

7,881

6,862

15,401

Net income

82,586

15,366

108,537

55,478

Foreign currency translation adjustment

2,457

(795)

(362)

(304)

Comprehensive income

$ 85,043

$ 14,571

$ 108,175

$ 55,174

Earnings per common share

Basic

$ 2.03

$ 0.5

$ 3.18

$ 1.79

Diluted

$ 1.99

$ 0.48

$ 3.08

$ 1.73

Weighted average common shares outstanding

Basic

40,728,902

30,928,647

34,139,548

30,928,647

Diluted

41,530,978

32,080,960

35,289,692

32,053,353

Product

Revenues

Total revenues

$ 126,643

$ 115,801

$ 343,322

$ 353,164

Cost of Revenue [Abstract]

Total cost of revenues

^[1]

76,954

72,252

213,325

228,575

Service

Revenues

Total revenues

15,774

15,000

43,674

46,603

Cost of Revenue [Abstract]

Total cost of revenues

^[1]

19,855

15,750

44,329

41,850

Rental

Revenues

Total revenues

9,400

8,285

23,120

22,582

Cost of Revenue [Abstract]

Total cost of revenues

^[1]

$ 2,329

$ 1,185

$ 4,701

$ 4,938

[1]	Cost of revenues excludes depreciation and amortization.

Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 42,303	$ 4,329
Work in progress	23,174	4,368
Finished goods	232,042	132,491
Total Inventory, Net	$ 297,519	$ 141,188

Prepaids and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Prepaid expenses	$	10,084	$	3,065
Current deposits		13,474		9,521
Tax receivables		17,376		3,781
Other current assets		4,226		4,951
Total	$	45,160	$	21,318

Stock Based Compensation - Director Stock Compensation Awards - Additional Information (Details) - DSA [Member] - shares		9 Months Ended
	Sep. 06, 2024	Sep. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fees in lieu of cash (equal to) (as a percentage)		125.00%
Shares, vested	75,537

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($) Project	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) Project	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Summary of Significant Accounting Policies [Line Items]
Total impairment	$ 0	$ 266	$ 3,522	$ 266
Restricted cash	4,000		$ 4,000		$ 300
Amount to maintain by company, description			the outstanding letters of credit plus 5% at all times
Contract assets	$ 8,147		$ 8,147		$ 0
Number of projects \| Project	6		6
Percentage of total revenues	0.20%		0.10%
Percentage of product revenues	0.20%		0.10%
Acquisition costs	$ 20,296	$ 760	$ 25,492	$ 1,985
Stockholders, voting rights			The Action challenged the following provisions of a Stockholders Agreement that Amberjack Capital Partners, L.P. (“Amberjack”), Legacy Innovex’s largest equity holder, had agreed to enter into with the Company in connection with the Merger (the “Stockholders Agreement”): (i) a provision requiring Amberjack to vote in favor of the Board of Director’s nominees at the Company’s 2025 annual meeting of stockholders (the “Voting Requirement”) and (ii) a provision prohibiting certain transfers from Amberjack directly to an “Activist Investor” (as defined in the Stockholders Agreement) not through public market sales so long as Amberjack owned at least 10% of the Company’s outstanding common stock (the “Activist Transfer Restriction”).

Intangible Assets and Goodwill - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization expense on intangible assets	$ 2,000,000	$ 2,000,000	$ 6,000,000	$ 6,000,000
Goodwill impairment loss			$ 0		$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 04, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Registrant Name	INNOVEX INTERNATIONAL, INC.
Entity Central Index Key	0001042893
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-13439
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	74-2162088
Entity Address, Address Line One	19120 Kenswick Dr.
Entity Address City Or Town	Humble
Entity Address State Or Province	TX
Entity Address Postal Zip Code	77338
City Area Code	346
Local Phone Number	398-0000
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	INVX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		67,245,002

Earnings Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 12. EARNINGS PER SHARE

Basic earnings per share of Company Common Stock is calculated by dividing the net income attributable to the Company during the period by the weighted average number of shares of Company Common Stock outstanding during the same period. Diluted earnings per share, if dilutive, includes the incremental effect of issuable shares from stock awards, as determined using the treasury stock method.

As a result of the Merger, as discussed in Note 1, Summary of Business, all historical per share data, number of shares and numbers of issuable shares from stock awards were retroactively adjusted. The following table summarizes the basic and diluted earnings per share calculations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net income (in thousands)	$	82,586	$	15,366	$	108,537	$	55,478
Denominator:
Basic weighted average number of shares outstanding		40,728,902		30,928,647		34,139,548		30,928,647
Dilutive effect of equity awards		802,076		1,152,313		1,150,144		1,124,706
Diluted weighted average number of shares		41,530,978		32,080,960		35,289,692		32,053,353
Income per share:
Basic	$	2.03	$	0.50	$	3.18	$	1.79
Diluted	$	1.99	$	0.48	$	3.08	$	1.73
Potentially dilutive shares excluded as anti-dilutive		65,850		1,431,757		85,649		1,446,271

Prepaids and Other Current Assets

9 Months Ended

Sep. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaids And Other Current Assets

NOTE 8. PREPAIDS AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Prepaid expenses	$	10,084	$	3,065
Current deposits		13,474		9,521
Tax receivables		17,376		3,781
Other current assets		4,226		4,951
Total	$	45,160	$	21,318

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 15. COMMITMENTS AND CONTINGENCIES

Litigation

The Company is party to various legal proceedings from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. Management believes that the probability of a material loss with respect to any currently pending legal proceeding is remote. As such, the Company did not record a reserve for litigation as of September 30, 2024 or December 31, 2023.

Steamfitters Complaint

On March 21, 2024, Plaintiff Steamfitters Local 449 Pension Fund (“Plaintiff”) filed a putative class action complaint (the “Steamfitters Complaint”) captioned Steamfitters Local 449 Pension Fund v. Dril-Quip, Inc., et al., C.A. No. 2024-0284-LWW (Del. Ch.) (the “Action”). The Action challenged the following provisions of a Stockholders Agreement that Amberjack Capital Partners, L.P. (“Amberjack”), Legacy Innovex’s largest equity holder, had agreed to enter into with the Company in connection with the Merger (the “Stockholders Agreement”): (i) a provision requiring Amberjack to vote in favor of the Board of Director’s nominees at the Company’s 2025 annual meeting of stockholders (the “Voting Requirement”) and (ii) a provision prohibiting certain transfers from Amberjack directly to an “Activist Investor” (as defined in the Stockholders Agreement) not through public market sales so long as Amberjack owned at least 10% of the Company’s outstanding common stock (the “Activist Transfer Restriction”). On May 8, 2024, the Company filed with the U.S. Securities and Exchange Commission a Current Report on Form 8-K disclosing that the Company and Amberjack had agreed to amend the Stockholders Agreement to eliminate the Voting Requirement and the Activist Transfer Restriction. On May 21, 2024, the Court entered a stipulated Order dismissing the Action as moot and retaining jurisdiction to determine Plaintiff’s counsel’s application for an award of attorneys’ fees and expenses (the “Dismissal Order”). The Dismissal Order was entered by the Court without a finding of wrongdoing by the Company, its directors, or anyone else.

Following entry of the Dismissal Order, the parties engaged in arm’s-length negotiations, pursuant to which the Company and/or its insurer(s) have agreed to pay Plaintiff’s counsel, on behalf of all defendants in the Action, $540,000 in attorneys’ fees (inclusive of expenses) (the “Mootness Fee”) in full settlement for any claim by Plaintiff or Plaintiff’s counsel for an award of fees, costs, and expenses in connection with this Action. The Court has not and will not pass judgment on the Mootness Fee.

Contingent Purchase Consideration

The acquisition of 1185641 B.C. LTD (d/b/a Great North Wellhead and Frac, “Great North”) by Dril-Quip in the third quarter of 2023 included a contingent consideration arrangement that requires additional consideration to be paid by the Company to the sellers of Great North based on the future revenues of Great North for fiscal years 2024 and 2025. The revenue targets were not met for fiscal year 2024, and no payout was made. At September 30, 2024, the remaining undiscounted amounts Innovex could pay under the contingent consideration agreement ranges between zero and $11.1 million. Based on management’s estimate of revenue for fiscal year 2025, the probability of successfully achieving the minimum earn-out target is less than probable. As such, the Company did not record a liability for the contingent purchase consideration as of September 30, 2024.

Accrued Expenses - Summary of Other Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Payroll and other compensation expenses	$ 33,587	$ 17,748
Property, sales and other non-income related taxes	9,534	5,772
Accrued commission	833	759
Income taxes	0	1,982
Accrued interest	403	380
Other accrued liabilities	11,527	2,095
Total	$ 55,884	$ 28,736

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Purchases from vendors	$ 500	$ 400	$ 1,800	$ 800
Net accounts receivable	225,067		225,067		$ 118,360
Related Party
Related Party Transaction [Line Items]
Revenue	800	$ 100	8,900	$ 500
Net accounts receivable	$ 200		200		$ 1,800
Related Party \| Pioneer
Related Party Transaction [Line Items]
Revenue			$ 5,700

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 82,586	$ 15,366	$ 108,537	$ 55,478

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Intangible Assets and Goodwill - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 115,779	$ 115,779
Accumulated Amortization	(79,992)	(73,971)
Net Carrying Amount	35,787	41,808
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	78,166	78,166
Accumulated Amortization	(44,306)	(38,511)
Net Carrying Amount	33,860	39,655
Non-compete Agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	500	500
Accumulated Amortization	(375)	(321)
Net Carrying Amount	125	179
Trade Names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	10,980	10,980
Accumulated Amortization	(9,178)	(9,006)
Net Carrying Amount	1,802	1,974
Technology, Patents, and Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	26,133	26,133
Accumulated Amortization	(26,133)	(26,133)
Net Carrying Amount	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Leases - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Operating lease right of use assets	$ 47,352	$ 32,673

Revenue - Schedule of Contract Asset and Liability (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Contract Assets
Additions	$ 8,896
Transfers to Trade receivables, net	(749)
Contract assets at September 30, 2024	8,147
Contract liabilities
Contract liabilities at December 31, 2023	0
Additions	14,979
Revenue recognized	(889)
Contract liabilities at September 30, 2024	$ 14,090

Summary of Business - Additional Information (Details)	Sep. 30, 2024 $ / shares shares	Dec. 31, 2023 $ / shares
Business Acquisition [Line Items]
Common stock, par value	$ 0.01	$ 0.01
Common Stock
Business Acquisition [Line Items]
Common stock, par value	$ 0.01
Right to receive shares of common stock \| shares	32,183,966
Common stock, convertible par value	$ 0.01
Common stock conversion ratio	2.0125

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Current and Long-term Debt Obligations

Current and long-term debt obligations consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024			December 31, 2023
Current portion of long-term debt and finance lease obligations:
Term loan	$	5,000		$	5,000
Finance lease obligations		5,695			4,824
Total current portion of long-term debt and finance lease obligations		10,695			9,824
Long-term debt and finance lease obligations:
Term loan		7,679			12,711
Revolving credit facility		—			23,200
Finance lease obligations		5,188			5,319
Total long-term debt and finance lease obligations		12,867			41,230
Less: Debt issuance costs, net		(516	)		(664	)
Total long-term portion of debt and finance lease obligations, net		12,351			40,566
Total debt and finance lease obligations, net	$	23,046		$	50,390

Schedule of Interest Expense Calculated Based on Fixed and Floating Rate Components

Interest expense for the Second A&R Credit Agreement is calculated based on fixed and floating rate components, displayed below:


Agreement Version:		Second A&R Credit Agreement
Credit Facility		Term SOFR* + 1.75%
Term Loan		Term SOFR* + 2.00%

(Note: * Forward-looking rate based on the Secured Overnight Financing Rate.)

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and restricted cash	$ 99,895	$ 7,406
Trade receivables, net of allowance of $76,589 and $5,015 at September 30, 2024 and December 31, 2023, respectively	225,067	118,360
Contract assets	8,147	0
Inventories	297,519	141,188
Assets held for sale	1,544	0
Prepaid expenses and other current assets	45,160	21,318
Total current assets	677,332	288,272
Noncurrent assets
Property and equipment, net	182,230	52,424
Right of use assets - operating	47,352	32,673
Goodwill	23,932	23,932
Intangibles, net	35,787	41,808
Deferred tax asset, net	138,523	14,017
Equity method investment	19,923	20,025
Other long-term assets	7,704	2,149
Total noncurrent assets	455,451	187,028
Total assets	1,132,783	475,300
Current liabilities
Accounts payable	83,613	32,035
Operating lease liabilities	9,093	7,358
Accrued expenses	55,884	28,736
Contract liabilities	14,090	0
Other current liabilities	1,430	670
Current portion of long-term debt and finance lease obligations	10,695	9,824
Total current liabilities	174,805	78,623
Noncurrent liabilities
Long-term debt and finance lease obligations	12,351	40,566
Operating lease liabilities	39,314	27,159
Other long-term liabilities	1,962	31
Total noncurrent liabilities	53,627	67,756
Total liabilities	228,432	146,379
Commitments and contingencies (Note 14)
Stockholders' equity
Common stock, $0.01 par value, 100,000,000 and 40,249,394 shares authorized at September 30, 2024 and December 31, 2023, respectively; 67,131,395 and 30,928,647 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	671	309
Additional paid-in capital	722,509	180,633
Accumulated other comprehensive income	1,709	2,071
Retained earnings	179,462	145,908
Total stockholders' equity	904,351	328,921
Total liabilities and stockholders' equity	$ 1,132,783	$ 475,300

Revenue - Summary of Revenues Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 151,817	$ 139,086	$ 410,116	$ 422,349
NAM
Disaggregation of Revenue [Line Items]
Revenues	98,307	92,330	258,285	280,767
International and Offshore
Disaggregation of Revenue [Line Items]
Revenues	53,510	46,756	151,831	141,582
Product
Disaggregation of Revenue [Line Items]
Revenues	126,643	115,801	343,322	353,164
Product \| NAM
Disaggregation of Revenue [Line Items]
Revenues	79,668	76,050	211,405	228,901
Product \| International and Offshore
Disaggregation of Revenue [Line Items]
Revenues	46,975	39,751	131,917	124,263
Service
Disaggregation of Revenue [Line Items]
Revenues	15,774	15,000	43,674	46,603
Service \| NAM
Disaggregation of Revenue [Line Items]
Revenues	13,411	13,891	37,698	43,177
Service \| International and Offshore
Disaggregation of Revenue [Line Items]
Revenues	2,363	1,109	5,976	3,426
Rental
Disaggregation of Revenue [Line Items]
Revenues	9,400	8,285	23,120	22,582
Rental \| NAM
Disaggregation of Revenue [Line Items]
Revenues	5,228	2,389	9,182	8,689
Rental \| International and Offshore
Disaggregation of Revenue [Line Items]
Revenues	$ 4,172	$ 5,896	$ 13,938	$ 13,893

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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-Paragraph 41
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+ Details

Mergers and Acquisitions - Additional Information (Details) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 06, 2024	May 01, 2023	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Apr. 24, 2024	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Business acquisition, transaction costs				$ 20,300		$ 25,300
Cash dividend paid	$ 75,000
Revenues of acquired business since acquisition date			$ 24,500
Goodwill			$ 23,932	23,932		23,932			$ 23,932	$ 23,932
Net income				3,962	$ 6,279	35,143	$ 92,904
Amortization attributed to intangible assets				$ 2,000	2,000	$ 6,000	6,000
Legacy Innovex
Business Acquisition [Line Items]
Percentage of equity interest acquired			48.00%	48.00%		48.00%
Legacy innovex, amberjack capital partners
Business Acquisition [Line Items]
Percentage of equity interest acquired			44.00%	44.00%		44.00%
Downhole Well Solutions, LLC
Business Acquisition [Line Items]
Business acquisition, transaction cost		$ 700
Percentage of equity interest acquired		20.00%
Ownership percentage		20.00%
Net assets		$ 15,000
Intangible assets		13,000
Goodwill		2,000
Net income				$ 1,400	1,400	$ 3,300	2,100
Cash consideration for equity interest acquired		$ 17,600
Amortization attributed to intangible assets				400	600	1,100	600
Dividends distributed				$ 700	$ 400	$ 2,300	$ 400
Remaining percentage of equity interest to be acquired								80.00%
Dril-Quip, Inc
Business Acquisition [Line Items]
Cash consideration for equity interest acquired	$ 530,909

Commitments and Contingencies - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Mar. 21, 2024	Dec. 31, 2022
Loss Contingencies [Line Items]
Stockholders, voting rights	The Action challenged the following provisions of a Stockholders Agreement that Amberjack Capital Partners, L.P. (“Amberjack”), Legacy Innovex’s largest equity holder, had agreed to enter into with the Company in connection with the Merger (the “Stockholders Agreement”): (i) a provision requiring Amberjack to vote in favor of the Board of Director’s nominees at the Company’s 2025 annual meeting of stockholders (the “Voting Requirement”) and (ii) a provision prohibiting certain transfers from Amberjack directly to an “Activist Investor” (as defined in the Stockholders Agreement) not through public market sales so long as Amberjack owned at least 10% of the Company’s outstanding common stock (the “Activist Transfer Restriction”).
Attorneys fees	$ 540,000
Maximum
Loss Contingencies [Line Items]
Undiscounted amounts	11,100,000
Minimum
Loss Contingencies [Line Items]
Percentage of outstanding common stock		10.00%
Undiscounted amounts	0
Pending Litigation
Loss Contingencies [Line Items]
Reserve for litigation	$ 0		$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Revenue - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Performance obligation	$ 2,400
Contract assets	$ 8,147	$ 0

Inventory

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventory

NOTE 5. INVENTORY

A summary of inventory as of September 30, 2024 and December 31, 2023 is as follows:


(in thousands)	September 30, 2024		December 31, 2023
Raw materials	$	42,303	$	4,329
Work in progress		23,174		4,368
Finished goods		232,042		132,491
Inventory, net	$	297,519	$	141,188

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 10,084	$ 3,065
Current deposits	13,474	9,521
Tax receivables	17,376	3,781
Other current assets	4,226	4,951
Total	$ 45,160	$ 21,318

Leases - Summary of Cost Related to Finance Lease and Operating Lease (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash payments on leases :
Cash payments on leases, Finance leases	$ 4,137	$ 2,739

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Impairment of Long-lived Assets	Impairment of Long-lived Assets The Company performs reviews for impairment of long-lived assets, including property and equipment, intangible assets with definite lives and operating lease right of use assets, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Long-lived assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. The carrying value of an asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. When an impairment is identified, the carrying amount of the asset is reduced to its estimated fair value. In the second quarter of 2024, Legacy Innovex identified a significant decrease in the market price of a right of use asset related to a building lease and a company owned building. Legacy Innovex determined the carrying values were not recoverable and exceeded their fair values. Legacy Innovex then measured the impairment losses by comparing the book values with current third-party quoted market prices, resulting in a total impairment of $3.5 million. As a result of the Merger, the Company further adopted the following significant accounting policies:
Restricted Cash	Restricted Cash As of September 30, 2024 and December 31, 2023 the Company had a restricted cash balance of $4.0 million and $0.3 million, respectively. This balance primarily consists of a cash collateral account with JPMorgan Chase Bank, N.A., to facilitate the Company's existing letters of credit. The Company is required to maintain a balance equal to the outstanding letters of credit plus 5% at all times which is considered restricted cash and is included in “Cash and restricted cash” in our condensed consolidated balance sheet at September 30, 2024. Withdrawals from this cash collateral account are only allowed when a given letter of credit has expired or has been cancelled.
Revenue Recognition	Revenue Recognition The Company uses the over time method on long-term project contracts that have the following characteristics: • the contracts call for products which are designed to customer specifications; • the structural designs are unique and require significant engineering and manufacturing efforts; • product requirements cannot be filled directly from the Company’s standard inventory; and • the Company has an enforceable right to payment for any work completed to date and the enforceable payment includes a reasonable profit margin. For each project in which revenue is recognized under the over time method, which is typically consistent of product sales of our subsea trees, the Company prepares a detailed analysis of estimated costs, profit margin, completion date and risk factors which include availability of material, production efficiencies and other factors that may impact the project. On a quarterly basis, management reviews the progress of each project, which may result in revisions of previous estimates, including revenue recognition. The Company calculates the percentage complete and applies the percentage to determine the revenues earned and the appropriate portion of total estimated costs to be recognized. Losses, if any, are recorded in full in the period they become known. Historically, the Company’s estimates of total costs and costs to complete have approximated actual costs incurred to complete the project. Under the over time method, billings may not correlate directly to the revenue recognized. Based upon the terms of the specific contract, billings may be in excess of the revenue recognized, in which case the amounts are included in "Contract liabilities" as a liability in our condensed consolidated balance sheets. Likewise, revenue recognized may exceed customer billings in which case the amounts are reported in "Contract assets" in our condensed consolidated balance sheets. At September 30, 2024, Contract assets totaled $8.1 million related to products accounted for using the over time method of accounting. For the three and nine months ended September 30, 2024, there were 6 projects representing approximately 0.2% of the Company’s total revenues and approximately 0.2% of its product revenues, and 6 projects representing approximately 0.1% of the Company’s total revenues and approximately 0.1% of its product revenues, respectively, which were accounted for using the over time method of accounting.
Reclassifications	Reclassifications In conjunction with the Merger, the Company made the following reclassification in the prior year presentation to conform to the current year presentation: • The Company reclassified $0.8 million and $2.0 million for the three and nine months ended September 30, 2023 to "Acquisition costs", which were previously presented within "Selling, general and administrative expenses" on the Condensed Consolidated Statements of Operations and Comprehensive Income.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Segment Reporting (Topic 280). In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280). The amendments in this update require a public entity to report, for each reportable segment, a measure of the segment’s profit or loss that its chief operating decision maker uses to assess segment performance and make decisions about resource allocation. Although information about a segment’s revenue and measure of profit or loss is disclosed in an entity’s financial statements under the current requirements, there generally is limited information disclosed about a segment’s expenses and, therefore, investors supported enhanced expense disclosures. Accordingly, the ASU requires public entities to provide investors with additional, more detailed information about a reportable segment’s expenses and is intended to improve the disclosures about a public entity’s reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. A public entity should apply the amendments in this ASU 2023-07 retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently assessing the impact of ASU 2023-07 on its disclosures. Income Tax Disclosures (ASC 740) In December 2023, the FASB issued ASU 2023-09 which updated accounting guidance related to income tax disclosures. The updated accounting guidance, among other things, requires additional disclosures primarily related to the tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact of ASU 2023-09 on its disclosures.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

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+ Details

Mergers and Acquisitions - Schedule of Purchase Price Consideration (Details) - Dril-Quip, Inc $ in Thousands	Sep. 06, 2024 USD ($)
Business Acquisition [Line Items]
Fair value of shares transferred to Dril-Quip shareholders	$ 530,909
Fair value of replacement Dril-Quip stock-based payment awards attributable the purchase price	6,364
Total purchase price consideration	$ 537,273

Mergers and Acquisitions - Schedule of Purchase Price Consideration (Parenthetical) (Details) - $ / shares	Sep. 30, 2024	Sep. 06, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Common stock, shares outstanding	67,131,395		30,928,647
Dril-Quip, Inc
Business Acquisition [Line Items]
Common stock, shares outstanding		34,452,230
Closing stock price		$ 15.41

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stock Based Compensation - Restricted Stock Awards, Performance Unit Awards and Dril-Quip Restricted Stock UnitsRestricted Stock Awards, Performance Unit Awards and Dril-Quip Restricted Stock Units - Additional Information (Details) $ in Millions		1 Months Ended	9 Months Ended
	Sep. 06, 2024 USD ($) shares	Sep. 30, 2024 USD ($)	Sep. 30, 2024 Component
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of components companies in the Philadelphia Oil Service Index \| Component			15
2021 RSAs and Performance Unit
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares, vested	135,588
Performance Unit Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares of common stock	303,827
Allocated share-based compensation expense \| $		$ 2.4
Performance Unit Awards [Member] \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Participants earning under the term (as a percentage)			200.00%
Performance Unit Awards [Member] \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Participants earning under the term (as a percentage)			0.00%
Restricted stock awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares of common stock	493,048
Allocated share-based compensation expense \| $		4.9
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares, vested	224,521
Shares of common stock	103,014
Allocated share-based compensation expense \| $	$ 3.9	$ 1.6

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

NOTE 17. SUBSEQUENT EVENTS

The Steamfitters Complaint reached a settlement in October of 2024. See Note 15 for details.

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 11. INCOME TAXES

The effective tax rate for the three and nine months ended September 30, 2024 was -3.2% and 5.9%, respectively, compared to 33.9% and 21.7% for the same periods in 2023. The change in the effective tax rate between the periods was primarily due to discrete items recorded in the third quarter of 2024 with changes in projected earnings mix by geography and tax jurisdiction, foreign withholding tax, and changes in non-deductible expenses.

- Definition

The entire disclosure for income tax.

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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Inventory (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Summary of Inventory

A summary of inventory as of September 30, 2024 and December 31, 2023 is as follows:


(in thousands)	September 30, 2024		December 31, 2023
Raw materials	$	42,303	$	4,329
Work in progress		23,174		4,368
Finished goods		232,042		132,491
Inventory, net	$	297,519	$	141,188

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings/(Deficit)	Accumulated Other Comprehensive Income
Balance at Dec. 31, 2022	$ 251,280	$ 309	$ 178,671	$ 71,982	$ 318
Balance, Shares at Dec. 31, 2022		30,928,647
Stock based compensation	1,492		1,492
Foreign currency translation adjustment	(304)				(304)
Net Income (Loss)	55,478			55,478
Balance at Sep. 30, 2023	307,946	$ 309	180,163	127,460	14
Balance, Shares at Sep. 30, 2023		30,928,647
Balance at Jun. 30, 2023	292,915	$ 309	179,703	112,094	809
Balance, Shares at Jun. 30, 2023		30,928,647
Stock based compensation	460		460
Foreign currency translation adjustment	(795)				(795)
Net Income (Loss)	15,366			15,366
Balance at Sep. 30, 2023	307,946	$ 309	180,163	127,460	14
Balance, Shares at Sep. 30, 2023		30,928,647
Balance at Dec. 31, 2023	328,921	$ 309	180,633	145,908	2,071
Balance, Shares at Dec. 31, 2023		30,928,647
Stock based compensation	11,824		11,824
Foreign currency translation adjustment	(362)				(362)
Net Income (Loss)	108,537			108,537
Dividend payment	(74,983)			(74,983)
Issuance of common stock for Merger	537,273	$ 351	536,922
Issuance of common stock for Merger, Shares		35,134,652
Stock options exercised	3,326	$ 14	3,312
Stock options exercised, Shares		1,418,531
Equity award vestings		$ 4	(4)
Equity award vestings, Shares		334,217
Shares withheld related to net settlement of equity awards	(10,185)	$ (7)	(10,178)
Shares withheld related to net settlement of equity awards, Shares		(684,652)
Balance at Sep. 30, 2024	904,351	$ 671	722,509	179,462	1,709
Balance, Shares at Sep. 30, 2024		67,131,395
Balance at Jun. 30, 2024	352,498	$ 310	181,077	171,859	(748)
Balance, Shares at Jun. 30, 2024		30,978,880
Stock based compensation	10,908		10,908
Foreign currency translation adjustment	2,457				2,457
Net Income (Loss)	82,586			82,586
Dividend payment	(74,983)			(74,983)
Issuance of common stock for Merger	537,273	$ 351	536,922
Issuance of common stock for Merger, Shares		35,134,652
Stock options exercised	3,326	$ 14	3,312
Stock options exercised, Shares		1,418,531
Equity award vestings		$ 3	(3)
Equity award vestings, Shares		256,932
Shares withheld related to net settlement of equity awards	(9,714)	$ (7)	(9,707)
Shares withheld related to net settlement of equity awards, Shares		(657,600)
Balance at Sep. 30, 2024	$ 904,351	$ 671	$ 722,509	$ 179,462	$ 1,709
Balance, Shares at Sep. 30, 2024		67,131,395

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are described in "Note 2. Summary of Significant Accounting Policies" in the Audited Financial Statements and below as they pertain to the Merger.

Impairment of Long-lived Assets

The Company performs reviews for impairment of long-lived assets, including property and equipment, intangible assets with definite lives and operating lease right of use assets, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Long-lived assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. The carrying value of an asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. When an impairment is identified, the carrying amount of the asset is reduced to its estimated fair value.

In the second quarter of 2024, Legacy Innovex identified a significant decrease in the market price of a right of use asset related to a building lease and a company owned building. Legacy Innovex determined the carrying values were not recoverable and exceeded their fair values. Legacy Innovex then measured the impairment losses by comparing the book values with current third-party quoted market prices, resulting in a total impairment of $3.5 million.

As a result of the Merger, the Company further adopted the following significant accounting policies:

Restricted Cash

As of September 30, 2024 and December 31, 2023 the Company had a restricted cash balance of $4.0 million and $0.3 million, respectively. This balance primarily consists of a cash collateral account with JPMorgan Chase Bank, N.A., to facilitate the Company's existing letters of credit. The Company is required to maintain a balance equal to the outstanding letters of credit plus 5% at all times which is considered restricted cash and is included in “Cash and restricted cash” in our condensed consolidated balance sheet at September 30, 2024. Withdrawals from this cash collateral account are only allowed when a given letter of credit has expired or has been cancelled.

Revenue Recognition

The Company uses the over time method on long-term project contracts that have the following characteristics:

•

the contracts call for products which are designed to customer specifications;

•

the structural designs are unique and require significant engineering and manufacturing efforts;

•

product requirements cannot be filled directly from the Company’s standard inventory; and

•

the Company has an enforceable right to payment for any work completed to date and the enforceable payment includes a reasonable profit margin.

For each project in which revenue is recognized under the over time method, which is typically consistent of product sales of our subsea trees, the Company prepares a detailed analysis of estimated costs, profit margin, completion date and risk factors which include availability of material, production efficiencies and other factors that may impact the project. On a quarterly basis, management reviews the progress of each project, which may result in revisions of previous estimates, including revenue recognition. The Company calculates the percentage complete and applies the percentage to determine the revenues earned and the appropriate portion of total estimated costs to be recognized. Losses, if any, are recorded in full in the period they become known. Historically, the Company’s estimates of total costs and costs to complete have approximated actual costs incurred to complete the project.

Under the over time method, billings may not correlate directly to the revenue recognized. Based upon the terms of the specific contract, billings may be in excess of the revenue recognized, in which case the amounts are included in "Contract liabilities" as a liability in our condensed consolidated balance sheets. Likewise, revenue recognized may exceed customer billings in which case the amounts are reported in "Contract assets" in our condensed consolidated balance sheets. At September 30, 2024, Contract assets totaled $8.1 million related to products accounted for using the over time method of accounting. For the three and nine months ended September 30, 2024, there were 6 projects representing approximately 0.2% of the Company’s total revenues and approximately 0.2% of its product revenues, and 6 projects representing approximately 0.1% of the Company’s total revenues and approximately 0.1% of its product revenues, respectively, which were accounted for using the over time method of accounting.

Reclassifications

In conjunction with the Merger, the Company made the following reclassification in the prior year presentation to conform to the current year presentation:

•

The Company reclassified $0.8 million and $2.0 million for the three and nine months ended September 30, 2023 to "Acquisition costs", which were previously presented within "Selling, general and administrative expenses" on the Condensed Consolidated Statements of Operations and Comprehensive Income.

Recent Accounting Pronouncements

Segment Reporting (Topic 280). In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280). The amendments in this update require a public entity to report, for each reportable segment, a measure of the segment’s profit or loss that its chief operating decision maker uses to assess segment performance and make decisions about resource allocation. Although information about a segment’s revenue and measure of profit or loss is disclosed in an entity’s financial statements under the current requirements, there generally is limited information disclosed about a segment’s expenses and, therefore, investors supported enhanced expense disclosures. Accordingly, the ASU requires public entities to provide investors with additional, more detailed information about a reportable segment’s expenses and is intended to improve the disclosures about a public entity’s reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. A public entity should apply the amendments in this ASU 2023-07 retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently assessing the impact of ASU 2023-07 on its disclosures.

Income Tax Disclosures (ASC 740) In December 2023, the FASB issued ASU 2023-09 which updated accounting guidance related to income tax disclosures. The updated accounting guidance, among other things, requires additional disclosures primarily related to the tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact of ASU 2023-09 on its disclosures.

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

NOTE 9. DEBT

Current and long-term debt obligations consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024			December 31, 2023
Current portion of long-term debt and finance lease obligations:
Term loan	$	5,000		$	5,000
Finance lease obligations		5,695			4,824
Total current portion of long-term debt and finance lease obligations		10,695			9,824
Long-term debt and finance lease obligations:
Term loan		7,679			12,711
Revolving credit facility		—			23,200
Finance lease obligations		5,188			5,319
Total long-term debt and finance lease obligations		12,867			41,230
Less: Debt issuance costs, net		(516	)		(664	)
Total long-term portion of debt and finance lease obligations, net		12,351			40,566
Total debt and finance lease obligations, net	$	23,046		$	50,390

Term Loan and Revolving Credit Facility

The Company’s Second Amended and Restated Revolving Credit, Term Loan, Guaranty and Security Agreement (as amended, the “Second A&R Credit Agreement”) dated June 10, 2022, governs separate debt facilities referred to as the Term Loan and the Revolving Credit Facility. The Second A&R Credit Agreement also includes additional borrowing capacities, including swing loans and letters of credit, which the Company has not utilized. The Second A&R Credit Agreement defines the Company as a

borrower and PNC Bank, National Association (“PNC”) as the agent. The Term Loan and the Revolving Credit Facility are secured by substantially all of the assets of the Company and certain of its subsidiaries, subject to certain customary exclusions. As of September 30, 2024, the Company has no outstanding balance on the Revolving Credit Facility; however, borrowing capacity available on the Revolving Credit Facility was $90.8 million.

Debt Modifications. The original Amended and Restated Revolving Credit Facility, Term Loan and Guaranty and Security Agreement (as amended prior to the Second A&R Credit Agreement, the “A&R Credit Agreement”) was dated June 10, 2019. In November 2020, the Company entered into the Fourth Amendment to the A&R Credit Agreement (the “Fourth Amendment”), which became effective in March 2021. The Fourth Amendment included modifications to require quarterly principal payments on the Term Loan, followed by a final payment of all unpaid principal and accrued and unpaid interest on the then-maturity date of June 10, 2022.

The Second A&R Credit Agreement includes modifications to the definition of EBITDA and the applicable interest rate and an extension of the maturity date to June 10, 2026. The Second A&R Credit Agreement was composed of a $90.0 million Revolving Credit Facility, $20.0 million uncommitted accordion feature on the Revolving Credit Facility and $24.4 million Term Loan. The Second A&R Credit Agreement requires the Company to make quarterly principal payments on the Term Loan of $1.25 million on the first day of each quarter, followed by a final payment of all unpaid principal and accrued and unpaid interest on the maturity date.

In April 2023, the Second A&R Credit Agreement was amended to permit the DWS acquisition in May of 2023. Refer to Note 3. Mergers and Acquisitions for discussion of the DWS acquisition. The April 2023 amendment also increased borrowing availability of the Revolving Credit Facility to $110.0 million, increased borrowing availability of the Term Loan to $25.0 million and included a requirement to maintain $15.0 million of Revolving Credit Facility availability at closing of the DWS transaction.

In December 2023, the Second A&R Credit Agreement was amended to permit the repayment in full of the Subordinated Notes prior to the maturity date.

In June 2024, the Second A&R Credit Agreement was amended to permit the change in control event and payment of the cash dividend contemplated by the Merger Agreement. Refer to Note 3. Mergers and Acquisitions for discussion of the Merger.

We performed a debt modification analysis in accordance with ASC 470 and concluded that the modifications align with modification accounting. There is no gain or loss resulting from the Second A&R Credit Agreement. We were in compliance with our debt covenants at September 30, 2024 and December 31, 2023.

Interest Expense. Interest expense for the Second A&R Credit Agreement is calculated based on fixed and floating rate components, displayed below:


Agreement Version:		Second A&R Credit Agreement
Credit Facility		Term SOFR* + 1.75%
Term Loan		Term SOFR* + 2.00%

(Note: * Forward-looking rate based on the Secured Overnight Financing Rate.)

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (a)(1)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1I
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
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-Topic 470
-SubTopic 20
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-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Mergers and Acquisitions

9 Months Ended

Sep. 30, 2024

Business Combinations [Abstract]

Mergers and Acquisitions

NOTE 3. MERGERS AND ACQUISITIONS

The Company's acquisition of business and equity method investments consisted of the following transactions during the nine months ended September 30, 2024 and the twelve months ended December 31, 2023. Acquisition costs within the Condensed Consolidated Statements of Operations and Comprehensive Income consist of legal, accounting, advisory fees, and other integration costs related to the Merger and the acquisition of equity interest in Downhole Well Solutions, LLC.

Legacy Innovex and Dril-Quip Merger. As discussed in Note 1, on the Closing Date, the Merger was consummated. Following the Merger, Legacy Innovex became a wholly owned subsidiary of Dril-Quip, and the name “Dril-Quip, Inc.” was changed to “Innovex International, Inc.” As provided for in the Merger Agreement, Legacy Innovex paid a cash dividend of $75.0 million to the holders of the Legacy Innovex Common Stock on September 6, 2024. The Merger is accounted for as a reverse acquisition under ASC 805, Business Combinations (“ASC 805”), where Legacy Innovex, the legal acquiree, is determined to be the accounting acquirer of Dril-Quip based upon an evaluation of the following primary factors:

•

Although the pre-combination stockholders of Legacy Innovex held approximately 48% of the Combined Company, the largest pre-combination stockholder of Legacy Innovex, Amberjack Capital Partners, L.P. (“Amberjack”), held the largest minority voting interest of approximately 44% in the Company after Merger closed, whereas Dril-Quip’s pre-combination ownership was widely dispersed among stockholders.

•

Legacy Innovex surpassed Dril-Quip in size as measured in key performance metrics including Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) and Adjusted EBITDA for the year ended December 31, 2023.

•

The Company’s board consists of nine directors, including:

•

four continuing directors of the pre-combination Dril-Quip board of directors;

•

four directors, each a member of the pre-combination Legacy Innovex board of directors; and

•

the Chief Executive Officer of Legacy Innovex as of immediately prior to the Closing Date.

•

Legacy Innovex’s pre-combination senior management team constitutes the majority of the senior management of the Company, including the Chief Executive Officer, Chief Financial Officer, and the President of North America.

•

Upon consummation of the Merger, the Company’s headquarters are located at Legacy Innovex’s headquarters, the Company’s name has been changed to Innovex International, Inc., and the ticker symbol of the Company has been changed to “INVX."

Purchase Price Consideration

The accounting acquiree Dril-Quip’s stock price was used to measure the consideration transferred in the reverse acquisition, as Dril-Quip’s stock price was more reliably measurable than the value of the equity interest of the accounting acquirer Legacy Innovex, which was a privately held entity. 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

Preliminary Purchase Price Allocation

In accordance with ASC 805, identifiable assets acquired and liabilities assumed from Dril-Quip were recorded at their estimated fair values on the Closing Date. The allocation of the purchase price included in the current period balance sheet is based on the best estimate of management and is preliminary and subject to change. We will continue to obtain information to assist in determining the fair value of net assets acquired during the measurement period. The Company expects to finalize these amounts as soon as possible but no later than one year from the Closing Date.

The Merger resulted in a gain on bargain purchase recognized on the Company’s condensed consolidated statements of operations and comprehensive income due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred. Upon completion of its preliminary assessment, the Company concluded that all of the assets acquired and liabilities assumed have been identified and recognized, including any additional assets and liabilities not previously identified or recognized in the acquisition accounting, and that recording a gain on bargain purchase was appropriate and required under U.S. GAAP. The bargain purchase gain was due to the decrease in the share price of legacy Dril-Quip stock from the date the Merger Agreement was signed to the Closing Date, while the agreed upon ratio of Innovex shareholder’s ownership of the Combined Company, as stipulated in the Merger Agreement, remained the same.


		Preliminary Purchase Price Allocation
Cash and restricted cash	$		154,312
Trade receivables			125,155
Contract assets			8,675
Inventories			148,958
Assets held for sale			1,535
Prepaid expenses and other current assets			20,023
Property and equipment, net			133,690
Right of use assets – operating			21,358
Deferred tax asset, net			124,634
Other long-term assets			5,461
Total assets			743,801
Accounts payable			48,887
Accrued expenses			28,906
Contract liabilities			14,332
Operating lease liabilities - current			2,080
Current portion of long-term debt and finance lease obligations			595
Other current liabilities			213
Long-term debt and finance lease obligations			1,645
Operating lease liabilities - noncurrent			15,397
Other long-term liabilities			1,814
Total liabilities			113,869
Net assets acquired			629,932
Gain on bargain purchase			(92,659	)
Total purchase consideration	$		537,273

The Company incurred transaction costs in connection with the Merger in the amount of $20.3 million and $25.3 million for the three and nine months ended September 30, 2024, respectively. The costs have been expensed as incurred and recognized in acquisition costs in the Company’s Consolidated Statement of Operations.

Revenue and Earnings

For the period from September 7, 2024 to September 30, 2024, we have included $24.5 million of revenues contributed by the business acquired in the Merger. Due to the integration of operations since the Closing Date, it was impracticable to present stand-alone earnings since the date of the Merger.

Unaudited Supplemental Pro Forma Financial Information

The unaudited supplemental pro forma information presented below has been prepared for the Combined Company as if the Merger had occurred on January 1, 2023. The pro forma summary uses estimates and assumptions based on information available at the time. The Company believes the estimates and assumptions to be reasonable; however, the unaudited pro forma information is not necessarily indicative of what the Combined Company’s results would have been had the Merger been completed as of the beginning of the periods as indicated, nor does it purport to project the Company’s future results. 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues	$	231,203	$	260,433	$	727,626	$	728,435
Net income	$	3,962	$	6,279	$	35,143	$	92,904

Pro forma information includes, among others, (i) incremental depreciation and amortization resulting from the property and equipment and lease right-of-use assets acquired, (ii) accounting policy alignment, (iii) adjustments to reflect non-recurring acquisition related costs incurred directly in connection with the Merger as if it had occurred in the earliest period presented above, and (iv) the tax-related effects as though the Merger had occurred on January 1, 2023.

Downhole Well Solutions, LLC (“DWS”) Acquisition. On May 1, 2023, Legacy Innovex acquired a 20% equity interest in DWS, via purchasing stock units of DWS, for the purchase price of $17.6 million in cash consideration. Transaction costs recognized in connection with the acquisition were $0.7 million and were capitalized as part of the equity investment. DWS sells drilling equipment and related technology which is complimentary to the Company’s existing product lines. Legacy Innovex obtained significant influence over DWS through a 20% ownership and one board seat out of three total board seats of representation on the board of directors of DWS. The acquisition was accounted for as an equity method investment under Accounting Standards Codification (“ASC”) 323, Investments- Equity Method and Joint Ventures. The cost of the investment is $15.0 million more than the acquired underlying equity in DWS net assets. The difference is attributable to intangible assets of $13.0 million and equity method goodwill of $2.0 million. The difference pertaining to intangible assets will be amortized to Equity method earnings over the remaining useful life of the related asset. For the three and nine months ended September 30, 2024, we recorded our proportionate share of DWS’s net income of $1.4 million, adjusted for $0.4 million amortization attributed to intangible assets, and $3.3 million, adjusted for $1.1 million amortization attributed to intangible assets, respectively. For the three and nine months ended September 30, 2024, DWS distributed $0.7 million and $2.3 million of dividends to the Company, respectively, which were recorded as a reduction of the carrying value of the equity investment. For the three and nine months ended September 30, 2023, we recorded our proportionate share of DWS’s net income of $1.4 million, adjusted for $0.6 million amortization attributed to intangible assets, and $2.1 million, adjusted for $0.6 million amortization attributed to intangible assets, respectively. For each of the three and nine months ended September 30, 2023, DWS distributed $0.4 million of dividends to the Company, which were recorded as a reduction of the carrying value of the equity investment.

Legacy Innovex signed an option to acquire the remaining 80% interest in DWS dated April 24, 2024, exercisable any time prior to April 30, 2025. If we exercise the option, the purchase price will be based on a multiple of DWS EBITDA.