Innovex International, Inc. 10-Q

Item 1. Financial Statements Innovex International, Inc. Condensed Consolidated Ba lance Sheets (in thousands, except share and par value amounts) (Unaudited) September 30, 2024 December 31, 2023 Assets 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 — Inventories 297,519 141,188 Assets held for sale 1,544 — 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 Liabilities and stockholders’ equity 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 — 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 15) 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 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Innovex International, Inc. Condensed Consolidated Statements of Opera tions and Comprehensive Income (in thousands, except share and per share amounts) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenues Products $ 126,643 $ 115,801 $ 343,322 $ 353,164 Services 15,774 15,000 43,674 46,603 Rental 9,400 8,285 23,120 22,582 Total revenues 151,817 139,086 410,116 422,349 Cost of revenues (a) Products 76,954 72,252 213,325 228,575 Services 19,855 15,750 44,329 41,850 Rental 2,329 1,185 4,701 4,938 Total cost of revenues 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 ) 71 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 ) 62 ( 402 ) ( 98 ) Equity method earnings 1,018 844 2,230 1,515 Gain on bargain purchase 92,659 — 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 $ 0.50 $ 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 (a) Cost of revenues excludes depreciation and amortization. The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Innovex International, Inc. Condensed Consolidated Statements of Cha nges in Stockholders’ Equity (in thousands, except share amounts) (Unaudited) Common Stock Shares $ Amount Additional Paid-in Capital Retained Earnings/ (Deficit) Accumulated Other Comprehensive Income Total Stockholders’ Equity For the Three Months Ended September 30, 2023 Balance at June 30, 2023 30,928,647 309 179,703 112,094 809 292,915 Stock based compensation — — 460 — — 460 Foreign currency translation adjustment — — — — ( 795 ) ( 795 ) Net income — — — 15,366 — 15,366 Balance at September 30, 2023 30,928,647 309 180,163 127,460 14 307,946 For the Three Months Ended September 30, 2024 Balance at June 30, 2024 30,978,880 310 181,077 171,859 ( 748 ) 352,498 Stock based compensation — — 10,908 — — 10,908 Foreign currency translation adjustment — — — — 2,457 2,457 Net income — — — 82,586 — 82,586 Dividend payment — — — ( 74,983 ) — ( 74,983 ) Issuance of common stock for Merger 35,134,652 351 536,922 — — 537,273 Stock options exercised 1,418,531 14 3,312 — — 3,326 Equity award vestings 256,932 3 ( 3 ) — — — Shares withheld related to net settlement of equity awards ( 657,600 ) ( 7 ) ( 9,707 ) — — ( 9,714 ) Balance at September 30, 2024 67,131,395 671 722,509 179,462 1,709 904,351 3 Innovex International, Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity (in thousands, except share amounts) (Unaudited) Common Stock Shares $ Amount Additional Paid-in Capital Retained Earnings/ (Deficit) Accumulated Other Comprehensive Income Total Stockholders’ Equity For the Nine Months Ended September 30, 2023 Balance at December 31, 2022 30,928,647 $ 309 $ 178,671 $ 71,982 $ 318 $ 251,280 Stock based compensation — — 1,492 — — 1,492 Foreign currency translation adjustment — — — — ( 304 ) ( 304 ) Net income — — — 55,478 — 55,478 Balance at September 30, 2023 30,928,647 309 180,163 127,460 14 307,946 For the Nine Months Ended September 30, 2024 Balance at December 31, 2023 30,928,647 $ 309 $ 180,633 $ 145,908 $ 2,071 $ 328,921 Stock based compensation — — 11,824 — — 11,824 Foreign currency translation adjustment — — — — ( 362 ) ( 362 ) Net income — — — 108,537 — 108,537 Dividend payment — — — ( 74,983 ) — ( 74,983 ) Issuance of common stock for Merger 35,134,652 351 536,922 — — 537,273 Stock options exercised 1,418,531 14 3,312 — — 3,326 Equity award vestings 334,217 4 ( 4 ) — — — Shares withheld related to net settlement of equity awards ( 684,652 ) ( 7 ) ( 10,178 ) — — ( 10,185 ) Balance at September 30, 2024 67,131,395 671 722,509 179,462 1,709 904,351 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Innovex International, Inc. Condensed Consolidated Stateme nts of Cash Flows (in thousands) (Unaudited) Nine Months Ended September 30, 2024 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 ) — 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, 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 provided by 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 — ( 18,350 ) Cash acquired in stock based business combination 154,312 — Net cash provided by (used in) investing activities 150,398 ( 31,607 ) Cash flows from financing activities Deferred debt issuance cost — ( 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 ) — Proceeds from exercise of options 3,326 — Taxes paid related to net share settlement of equity awards ( 10,185 ) — Net cash used in 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 period 7,406 8,416 Cash and restricted cash end of period $ 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 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Innovex International, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 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. 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. 6 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 it s product revenues, respectively, which were accounted for using the over time method of accounting. 7 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. 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. 8 • 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 (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. 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. 9 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 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. 10 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. 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 11 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. 12 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 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 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 13 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 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 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 14 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.) 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 15 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. 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 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 16 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 equa l 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 D ate. 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 17 Company recognizes share-based compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest. 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. 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 no t 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. 18 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 . 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 . NOTE 17. SUBSEQUENT EVENTS The Steamfitters Complaint reached a settlement in October of 2024. See Note 15 for details. 19