Innovex International, Inc 10-Q for FY2026 Q3
Innovex International, Inc. (INVX)
About this 10-Q
Innovex International, Inc filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Innovex International, Inc. reported revenue of $265,054 thousand for the three months ended September 30, 2026, up 10%, while net income fell 33% to $26,286 thousand; it also recorded a $1.8 million legal settlement provision. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $265.05M
- up 10.4% from $240M a year earlier
- Net income
- $26.29M
- down 33.0% from net income of $39.23M a year earlier
- Diluted EPS
- $0.37
- down 35.1% from $0.57 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________ to __________________
Commission File Number:
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of October 29, 2026, the registrant had
Table of Contents
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Page |
Cautionary Statement Regarding Forward-Looking Statements |
ii |
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PART I |
FINANCIAL INFORMATION |
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Item 1. |
Condensed Consolidated Financial Statements (unaudited) |
1 |
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1 |
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Condensed Consolidated Statements of Operations and Comprehensive Income |
2 |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity |
3 |
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4 |
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5 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
19 |
Item 3. |
28 |
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Item 4. |
28 |
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PART II |
OTHER INFORMATION |
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Item 1. |
28 |
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Item 1A. |
28 |
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Item 2. |
29 |
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Item 3. |
29 |
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Item 4. |
29 |
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Item 5. |
29 |
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Item 6. |
30 |
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31 |
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i
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements contained in all parts of this Quarterly Report that are not historical facts are forward-looking statements that involve risks and uncertainties that are beyond the control of Innovex International, Inc. (the “Company”, “Innovex”, “we”, “our” or “us”). You can identify our forward-looking statements by the words “anticipate,” “estimate,” “expect,” “may,” “project,” “believe,” and similar expressions, or by our discussion of strategies or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that these expectations will prove to be correct. These forward-looking statements include the following types of information and statements as they relate to the Company:
These statements are based on assumptions and analysis in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe were appropriate in the circumstances when the statements were made. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such statements. While it is not possible to identify all factors, we continue to face many risks and uncertainties. Among the factors that could cause actual future results to differ materially are (i) risks related to our merger and acquisition activities, including the ultimate outcome and results of integrating operations; the effects of our merger and acquisition activities, including our future financial condition, results of operations, strategy and plans; potential adverse reactions or changes to business relationships resulting from the completion of mergers and acquisitions; expected benefits from mergers and acquisitions and our ability to realize those benefits; the significant costs required to integrate operations; whether mergers or acquisitions related litigation will occur and, if so, the results of any litigation, settlements, and investigations; (ii) operating hazards, natural disasters, weather-related delays, casualty losses, and other matters beyond our control; (iii) acts of terrorism, war or political or civil unrest in the United States or elsewhere; (iv) loss or corruption of our information or a cyberattack on our computer systems; (v) uncertainties pertaining to the lawsuit captioned Impulse Downhole Solutions Ltd., and Impulse Downhole Tools USA Ltd. v. Downhole Well Solutions, LLC, Civil Action No. 4:23-cv-02954 in the U.S. District Court for the Southern District of Texas (the "Impulse Litigation"); and (vi) other risks and uncertainties discussed under “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report”), “Part II, Item 1A Risk Factors” of any subsequent Quarterly Reports on Form 10-Q and in other filings made by us from time to time with the Securities and Exchange Commission (the "SEC"). Many of such factors are beyond our ability to control or predict. Any of the factors, or a combination of these factors, could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Every forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statement except as may be required by law.
ii
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Innovex International, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and par value amounts) |
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September 30, |
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December 31, |
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Assets |
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Current assets |
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Cash and restricted cash |
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$ |
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$ |
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Trade receivables, net of allowance of $ |
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Contract assets |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Noncurrent assets |
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Property and equipment, net |
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Right-of-use assets – operating |
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Goodwill |
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Intangibles, net |
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Deferred tax asset, net |
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Other long-term assets |
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Total noncurrent assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Operating lease liabilities |
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Contract liabilities |
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Current portion of long-term debt and finance lease obligations |
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Other current liabilities |
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Total current liabilities |
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Noncurrent liabilities |
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Long-term debt and finance lease obligations |
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Operating lease liabilities |
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Deferred income taxes |
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Legal settlement accrual |
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Other long-term liabilities |
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Total noncurrent liabilities |
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Total liabilities |
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$ |
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$ |
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(Note 16) |
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Stockholders’ equity |
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Preferred stock: |
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$ |
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$ |
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Common stock: $ |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Retained earnings |
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Total stockholders’ equity |
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$ |
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$ |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
1
Innovex International, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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(in thousands, except share and per share amounts) |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues |
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Products |
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$ |
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$ |
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$ |
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$ |
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Services |
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Rental |
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Total revenues |
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Cost of revenues(a) |
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Products |
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Services |
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Rental |
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Total cost of revenues |
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Selling, general and administrative expenses |
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Gain on sale of assets, net |
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( |
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( |
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( |
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( |
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Depreciation and amortization |
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Impairment of long-lived assets |
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Acquisition and integration costs |
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Provision for legal settlement |
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Income from operations |
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Interest (income) expense, net |
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( |
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( |
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Other (income) expense, net |
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( |
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( |
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( |
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Bargain purchase loss |
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Income before income taxes |
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Income tax expense |
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Net income |
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Earnings per common share |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding |
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Basic |
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Diluted |
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Other comprehensive income |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Foreign currency translation adjustment |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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(a)
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
2
Innovex International, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Total |
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(in thousands, except share amounts) |
Shares |
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Amount |
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Paid-in |
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Retained |
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Comprehensive |
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Stockholders’ |
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For the three months ended September 30, 2025 |
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Balance at June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Equity award vestings |
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( |
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— |
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— |
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( |
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Repurchase and retirement of common stock |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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Balance at September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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For the three months ended September 30, 2026 |
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Balance at June 30, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Issuance of common stock - TCO Acquisition |
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Equity award vestings |
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— |
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— |
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— |
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Shares withheld related to net settlement of equity awards |
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( |
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( |
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( |
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— |
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— |
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( |
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Balance at September 30, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common Stock |
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Additional |
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Accumulated |
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Total |
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(in thousands, except share amounts) |
Shares |
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Amount |
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Paid-in |
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Retained |
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Comprehensive |
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Stockholders’ |
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For the nine months ended September 30, 2025 |
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Balance at December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Equity award vestings |
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( |
) |
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— |
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— |
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( |
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Shares withheld related to net settlement of equity awards |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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Repurchase and retirement of common stock |
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( |
) |
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( |
) |
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— |
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( |
) |
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— |
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( |
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Balance at September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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For the nine months ended September 30, 2026 |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Issuance of common stock - TCO Acquisition |
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Equity award vestings |
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( |
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— |
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— |
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— |
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Shares withheld related to net settlement of equity awards |
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( |
) |
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( |
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( |
) |
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— |
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— |
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( |
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Repurchase and retirement of common stock |
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( |
) |
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( |
) |
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— |
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( |
) |
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— |
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( |
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Balance at September 30, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
Innovex International, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
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Nine Months Ended September 30, |
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(in thousands) |
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2026 |
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2025 |
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Cash flows from operating activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Deferred debt issuance cost amortization |
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Amortization of operating lease ROU asset |
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Impairment of long-lived assets |
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||
Bargain purchase loss |
|
|
|
|
|
|
||
Provision for legal settlement |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
|
||
Gain on sale of property, equipment and lease terminations |
|
|
( |
) |
|
|
( |
) |
Deferred tax, net |
|
|
|
|
|
|
||
Changes in operating assets and liabilities, net of amounts related to acquisitions: |
|
|||||||
Trade receivables, net |
|
|
( |
) |
|
|
|
|
Inventories |
|
|
( |
) |
|
|
|
|
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
|
|
Other long-term assets |
|
|
|
|
|
( |
) |
|
Accounts payable |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
( |
) |
Other operating assets and liabilities, net |
|
|
( |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Payments on acquisitions, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of property and equipment |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Deferred debt issuance cost |
|
|
|
|
|
( |
) |
|
Revolving credit facility borrowings |
|
|
|
|
|
|
||
Revolving credit facility payments |
|
|
|
|
|
( |
) |
|
Term loan payments |
|
|
|
|
|
( |
) |
|
Payments on finance leases |
|
|
( |
) |
|
|
( |
) |
Common stock repurchased and retired |
|
|
( |
) |
|
|
( |
) |
Taxes paid related to net share settlement of equity awards |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes |
|
|
|
|
|
|
||
Net change in cash and restricted cash |
|
|
( |
) |
|
|
|
|
Cash and restricted cash beginning of period |
|
|
|
|
|
|
||
Cash and restricted cash end of period |
|
$ |
|
|
$ |
|
||
Supplemental cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid (received) for income taxes, net of refunds |
|
|
|
|
|
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Property and equipment purchases in accounts payable |
|
$ |
|
|
$ |
|
||
Operating lease assets obtained in exchange for lease obligations |
|
|
|
|
|
|
||
Finance lease assets obtained in exchange for lease obligations |
|
|
|
|
|
|
||
Stock issuance related to business acquisition |
|
|
|
|
|
|
||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
Innovex International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. SUMMARY OF BUSINESS
Description of Business
Innovex International, Inc. (“Innovex”, the "Company”, or “we”) 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. Our corporate office is located in Humble, Texas.
Recent Events
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 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.” 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. See our Annual Report on Form 10-K filed with the SEC on February 24, 2026 (the “Annual Report”) for further details.
The Merger was accounted for using the acquisition method of accounting with Legacy Innovex being identified as the accounting acquirer. During the three months ended September 30, 2025, we finalized the allocation of the purchase price for the Merger and recorded the measurement period adjustments to our preliminary estimates, which resulted in a bargain purchase loss of $
In connection with the consummation of the Merger, the outstanding shares of common stock, par value $
On November 29, 2024, we acquired the remaining
On February 7, 2025, we acquired SCF Machining Corporation (“SCF”) for cash, resulting in SCF becoming a wholly owned subsidiary of Innovex. Refer to Note 3. Mergers and Acquisitions for further details.
On February 25, 2025, our Board of Directors (the “Board”) approved a share repurchase program (the “Share Repurchase Program”) that authorizes repurchases of up to an aggregate of $
In the second quarter of 2025, our certificate of incorporation was amended to increase the number of shares of capital stock authorized for issuance. Prior to the amendment, the certificate of incorporation authorized the Company to issue
On May 30, 2025, we acquired Citadel Casing Solutions, LLC (“Citadel”) for cash, resulting in Citadel becoming a wholly owned subsidiary of Innovex. Refer to Note 3. Mergers and Acquisitions for further details.
On September 23, 2025, we completed the sale of the Eldridge facility and associated assets, resulting in the recognition of a gain on the sale of these assets. See our Annual Report for further details.
5
On February 25, 2026, Innovex and certain affiliates of Amberjack Capital Partners, L.P. (the “selling stockholders”) entered into an underwriting agreement with J.P. Morgan Securities LLC acting as book-running manager for the offering and as representative of the underwriters, relating to the offer and sale by the selling stockholders of
On April 10, 2026, we acquired Drilling Innovative Solutions, LLC (“DIS”) for cash, resulting in DIS becoming a wholly owned subsidiary of Innovex. Refer to Note 3. Mergers and Acquisitions for further details.
On July 1, 2026, we acquired TCO Group AS, a Norwegian private limited liability company (“TCO Group”), resulting in TCO Group becoming a wholly owned subsidiary of Innovex. Refer to Note 3. Mergers and Acquisitions for further details.
On August 6, 2026, Innovex and certain affiliates of Amberjack Capital Partners, L.P. (the “selling stockholders”) entered into an underwriting agreement with Barclays Capital Inc., as underwriter, relating to the offer and sale by the selling stockholders of
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, if any, 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 our financial statements and related notes thereto for the year ended December 31, 2025 (the “Audited Financial Statements”) included in our Annual Report. 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.
Segment Information
We operate in
There are no significant segment expenses, other segment items, or asset information regularly provided to the CODM that are supplemental to the amounts disclosed in the condensed consolidated financial statements. Accordingly, segment expense information is the same as the corresponding consolidated amounts, and segment assets are equal to total assets as presented in the accompanying condensed consolidated balance sheets.
6
Recent Accounting Pronouncements
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) generally in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification. We assessed ASUs and disclosure requirements not listed below and determined that they either were not applicable or were not expected to have a material impact to our Condensed Consolidated Financial Statements.
Expense Disaggregation Disclosures (Subtopic 220-40)—In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This ASU is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The ASU requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. The amendments in ASU 2024-03 are effective for the Company for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
NOTE 3. MERGERS AND ACQUISITIONS
Our acquisition of businesses consisted of the transactions described below during the nine months ended September 30, 2026 and the twelve months ended December 31, 2025. Acquisition and integration costs in our Condensed Consolidated Statements of Operations and Comprehensive Income represent expenditures directly associated with the closing and integration activities of the Merger and acquisitions completed, and include (i) legal, accounting, and advisory fees to complete the Merger and acquisitions and (ii) costs to integrate acquired businesses into our existing operations, including move, severance, and other integration costs (collectively, “acquisition and integration costs”).
SCF Machining Corporation
On
Final Purchase Price Allocation
In accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), identifiable assets acquired and liabilities assumed were recorded at their estimated fair values on the date of acquisition. The allocation of the purchase price included in the current period balance sheet is based on the best estimate of management.
(in thousands) |
|
|
Final Purchase Price Allocation |
|
|
Cash and restricted cash |
|
|
$ |
|
|
Inventories |
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
|
Property and equipment |
|
|
|
|
|
Right-of-use assets – operating |
|
|
|
|
|
Other long-term assets |
|
|
|
|
|
Total assets |
|
|
|
|
|
Accounts payable |
|
|
|
|
|
Accrued expenses |
|
|
|
|
|
Operating lease liabilities - current |
|
|
|
|
|
Operating lease liabilities - noncurrent |
|
|
|
|
|
Total liabilities |
|
|
|
|
|
Net assets acquired |
|
|
|
|
|
Goodwill |
|
|
|
|
|
Total purchase consideration |
|
|
$ |
|
|
We incurred transaction costs of $
7
Citadel Casing Solutions
On May 30, 2025, we acquired Citadel for $
Final Purchase Price Allocation
In accordance with ASC 805, identifiable assets acquired and liabilities assumed were recorded at their estimated fair values on the date of acquisition. The allocation of the purchase price included in the current period balance sheet is based on the best estimate of management.
(in thousands) |
|
|
Final Purchase Price Allocation |
|
|
Cash and restricted cash |
|
|
$ |
|
|
Trade receivables |
|
|
|
|
|
Inventories |
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
|
Property and equipment |
|
|
|
|
|
Right-of-use assets – operating |
|
|
|
|
|
Other long-term assets |
|
|
|
|
|
Intangibles |
|
|
|
|
|
Total assets |
|
|
|
|
|
Accounts payable |
|
|
|
|
|
Accrued expenses |
|
|
|
|
|
Operating lease liabilities - current |
|
|
|
|
|
Other current liabilities |
|
|
|
|
|
Current portion of long-term debt and finance lease obligations |
|
|
|
|
|
Operating lease liabilities - noncurrent |
|
|
|
|
|
Long-term debt and finance lease obligations |
|
|
|
|
|
Total liabilities |
|
|
|
|
|
Net assets acquired |
|
|
|
|
|
Goodwill |
|
|
|
|
|
Total purchase consideration |
|
|
$ |
|
|
We incurred transaction costs of $
The table below represents the detail of the intangible assets acquired and the respective amortization periods (amounts in thousands):
Intangible Type |
Weighted Average Amortization |
|
|
Value |
|
||
Customer relationships |
|
|
|
$ |
|
||
Trade names |
|
|
|
|
|
||
Technology, patents, and other |
|
|
|
|
|
||
Total intangibles acquired |
|
|
$ |
|
|||
The fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a forecast of expected future cash flows either using the relief-from royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The assumptions used to derive these values include significant judgments relating to baseline revenue and revenue growth rates, EBITDA margins, contributory asset charges, customer attrition rate, and discount rate. The estimated useful lives are based on our historical experience and expectations as to the duration of time that benefits from these assets are expected to be realized.
8
Drilling Innovative Solutions
On April 10, 2026, we acquired DIS for total purchase consideration of $
The table below represents the detail of the intangible assets acquired and the respective amortization periods (amounts in thousands):
Intangible Type |
Weighted Average Amortization |
|
|
Value |
|
||
Customer relationships |
|
|
|
$ |
|
||
Trade names |
|
|
|
|
|
||
Technology, patents, and other |
|
|
|
|
|
||
Total intangibles acquired |
|
|
$ |
|
|||
The fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a forecast of expected future cash flows either using the relief-from royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The assumptions used to derive these values include significant judgments relating to baseline revenue and revenue growth rates, EBITDA margins, contributory asset charges, customer attrition rate, and discount rate. The estimated useful lives are based on our historical experience and expectations as to the duration of time that benefits from these assets are expected to be realized.
TCO Group AS
On July 1, 2026, we acquired TCO Group. TCO Group is engaged in the development, manufacturing, and supply of equipment, tools, and related services to the oil and gas industry. TCO Group’s product offering includes completion barrier plugs, tubing-conveyed perforating services, chemical injection systems and annulus pressure relief systems. These products are used in well completion and testing, perforation services, targeted downhole chemical delivery and automatic relief of trapped pressure between casing strings. The total purchase consideration of $
Preliminary Purchase Price Allocation
In accordance with ASC 805, identifiable assets acquired and liabilities assumed were recorded at their estimated fair values on the date of acquisition. 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. We expect to finalize these amounts as soon as possible but no later than one year from July 1, 2026, the closing date of the acquisition.
The table below presents the preliminary allocation to the estimated fair value of identifiable assets acquired and liabilities assumed and the resulting goodwill as of July 1, 2026. Goodwill represents the future economic benefits arising from other assets acquired that cannot be individually identified and separately recognized. Based on the current tax treatment, goodwill is expected to be deductible for income tax purposes over a 15-year period.
9
(in thousands) |
Preliminary Purchase Price Allocation |
|
|
Cash and restricted cash |
$ |
|
|
Trade receivables |
|
|
|
Inventories |
|
|
|
Prepaid expenses and other current assets |
|
|
|
Property and equipment |
|
|
|
Right-of-use assets – operating |
|
|
|
Deferred tax asset, net |
|
|
|
Intangibles |
|
|
|
Total assets |
|
|
|
Accounts payable |
|
|
|
Accrued expenses |
|
|
|
Operating lease liabilities - current |
|
|
|
Contract liabilities |
|
|
|
Other current liabilities |
|
|
|
Operating lease liabilities - noncurrent |
|
|
|
Long-term debt and finance lease obligations |
|
|
|
Total liabilities |
|
|
|
Net assets acquired |
|
|
|
Goodwill |
|
|
|
Total purchase consideration |
$ |
|
|
We incurred transaction costs of $
The table below represents the detail of the intangible assets acquired and the respective amortization periods (amounts in thousands):
Intangible Type |
Weighted Average Amortization |
|
|
Value |
|
||
Customer relationships |
|
|
|
$ |
|
||
Technology, patents, and other |
|
|
|
|
|
||
Total intangibles acquired |
|
|
$ |
|
|||
The fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a forecast of expected future cash flows either using the relief-from royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The assumptions used to derive these values include significant judgments relating to baseline revenue and revenue growth rates, EBITDA margins, contributory asset charges, customer attrition rate, and discount rate. The estimated useful lives are based on our historical experience and expectations as to the duration of time that benefits from these assets are expected to be realized.
Revenue and Earnings
For the period from July 1, 2026 to September 30, 2026, we have included $
Unaudited Supplemental Pro Forma Financial Information
The unaudited supplemental pro forma information presented below has been prepared for the combined company as if the TCO Group acquisition had occurred on January 1, 2025. 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 acquisition been completed as of the beginning of the periods as indicated, nor does it purport to project the Company’s future results.
10
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
||||
Pro forma information includes, among others, (i) incremental amortization resulting from the intangible assets acquired, (ii) accounting policy alignment, (iii) adjustments to reflect non-recurring acquisition related costs incurred directly in connection with the TCO Group acquisition as if it had occurred in the earliest period presented above, and (iv) the tax-related effects as though the TCO Group acquisition had occurred on January 1, 2025.
NOTE 4. REVENUE
Revenue is recognized as, or when, the performance obligations are satisfied. We generate 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. We have 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 (“ASC 842”) and recognized ratably over the term of the lease.
From time to time, we may enter into contracts that contain multiple performance obligations, such as work orders containing a combination of product sales, equipment rentals, and contract labor services. For these arrangements, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices and recognize the related revenue as control of each individual product or service is transferred to the customer, in satisfaction of the corresponding performance obligations.
The following tables present our revenues disaggregated by category and by geography:
|
|
Three Months Ended September 30, 2026 |
|
|
Three Months Ended September 30, 2025 |
|
||||||||||||||||||
(in thousands) |
|
NAM |
|
|
INTL & |
|
|
Total |
|
|
NAM |
|
|
INTL & |
|
|
Total |
|
||||||
Product revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Service revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rental revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
Nine Months Ended September 30, 2026 |
|
|
Nine Months Ended September 30, 2025 |
|
||||||||||||||||||
(in thousands) |
|
NAM |
|
|
INTL & |
|
|
Total |
|
|
NAM |
|
|
INTL & |
|
|
Total |
|
||||||
Product revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Service revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rental revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Trade receivables are stated at the historical carrying amount net of allowances for credit losses. These receivables are generally uncollateralized, and accounts outstanding longer than the payment terms are considered past due.
We evaluate our global trade receivable through a continuous process of assessing our portfolio on an individual customer and overall basis. This process consists of a thorough review of historical collection experience, current aging status of the customer accounts and financial condition of our customers. Based on our review of these factors, we establish or adjust allowances for specific customers. Past due balances are written-off against allowance for credit losses when the accounts are deemed no longer to be collectible. This process involves judgment and estimation; therefore, our results of operations could be affected by adjustments to the allowance due to actual write-offs that differ from estimated amounts.
11
The changes in allowance for credit losses during the nine months ended September 30, 2026 and 2025 were as follows:
|
|
September 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Balance at January 1 |
|
$ |
|
|
$ |
|
||
Provision for (recovery of) credit losses |
|
|
|
|
|
( |
) |
|
Write-offs charged against allowance |
|
|
( |
) |
|
|
( |
) |
Balance at September 30 |
|
$ |
|
|
$ |
|
||
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 in our 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 receivables upon billing, as at that point, consideration is conditional only upon the passage of time. Contract liabilities represent our obligations to transfer goods or services to customers for which we have received consideration, in full or part, from the customer.
Balances related to contracts with customers consisted of the following (in thousands):
Contract Assets
Contract assets at December 31, 2025 |
|
|
|
$ |
|
|
Additions |
|
|
|
|
|
|
Transfers to Trade receivables, net |
|
|
|
|
( |
) |
Contract assets at September 30, 2026 |
|
|
|
$ |
|
Contract liabilities
Contract liabilities at December 31, 2025 |
|
|
|
$ |
|
|
Additions |
|
|
|
|
|
|
Contract liabilities assumed in business combinations |
|
|
|
|
|
|
Revenue recognized |
|
|
|
|
( |
) |
Contract liabilities at September 30, 2026 |
|
|
|
$ |
|
Obligations for returns and refunds were considered immaterial as of September 30, 2026.
Remaining Performance Obligations
The aggregate amount of the transaction price allocated to remaining performance obligations from our over time product lines was $
We apply the practical expedient available under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), which permits us not to disclose information about remaining performance obligations that have original expected durations of one year or less.
NOTE 5. INVENTORY
A summary of inventories as of September 30, 2026 and December 31, 2025 is as follows:
(in thousands) |
|
September 30, |
|
|
December 31, |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in progress |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Inventory, net |
|
$ |
|
|
$ |
|
||
All amounts in the table above are reported net of obsolescence reserves of $
12
NOTE 6. PROPERTY AND EQUIPMENT
A summary of property and equipment as of September 30, 2026 and December 31, 2025 is as follows:
(in thousands) |
|
September 30, |
|
|
December 31, |
|
||
Land |
|
$ |
|
|
$ |
|
||
Buildings, building improvements and leasehold improvements |
|
|
|
|
|
|
||
Manufacturing machinery and equipment |
|
|
|
|
|
|
||
Rental tools |
|
|
|
|
|
|
||
Office equipment and computer software |
|
|
|
|
|
|
||
Vehicles |
|
|
|
|
|
|
||
Right-of-use leases – finance |
|
|
|
|
|
|
||
Total Property and equipment |
|
|
|
|
|
|
||
Less: Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Net Property and equipment |
|
$ |
|
|
$ |
|
||
The amortization expense for the right-of-use finance lease assets was $
Depreciation expense related to property and equipment was $
NOTE 7. ASSETS HELD FOR SALE
In accordance with Accounting Standards Codification Topic 360, Property, Plant, and Equipment (“ASC 360”), specifically ASC 360-10-45-9, we identified no assets held for sale in our Condensed Consolidated Balance Sheets at September 30, 2026.
In the first quarter of 2025, we identified a decrease in the market price of long-lived assets related to land and a building in Mexico classified as assets held for sale at March 31, 2025. We determined the carrying values were not recoverable and exceeded their fair values. We then measured the impairment losses by comparing the book values with current third-party quoted market prices, resulting in a total impairment of $
NOTE 8. INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
Intangible assets include customer relationships, non-compete agreements, trade names, technology, patents, and other intangibles associated with various business and asset acquisitions. These acquired intangible assets were recorded at fair value determined as of the date of acquisition and are being amortized over the period we expect to benefit from the assets.
A summary of intangible assets as of September 30, 2026 and December 31, 2025 is as follows:
|
|
September 30, 2026 |
|
|||||||||
(in thousands) |
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|||
Customer relationships |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Trade names |
|
|
|
|
|
( |
) |
|
|
|
||
Technology, patents, and other |
|
|
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|||
|
|
December 31, 2025 |
|
|||||||||
(in thousands) |
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|||
Customer relationships |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Trade names |
|
|
|
|
|
( |
) |
|
|
|
||
Technology, patents, and other |
|
|
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
13
The following table presents the future amortization for intangible assets as of September 30, 2026:
Year |
|
(in thousands) |
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
Goodwill
The following table presents a roll-forward of goodwill for the periods ended September 30, 2026 and December 31, 2025:
(in thousands) |
|
Goodwill, Gross |
|
|
Accumulated |
|
|
Goodwill, Net |
|
|||
Balance at December 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Additions – DIS acquisition |
|
|
|
|
|
|
|
|
|
|||
Additions - TCO Group acquisition |
|
|
|
|
|
|
|
|
|
|||
Measurement period adjustment - Citadel |
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|||
Balance at September 30, 2026 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Impairment
We analyzed definite lived intangible assets for impairment as of September 30, 2026 and December 31, 2025, in accordance with ASC 360, noting no impairment indicators were present. We analyzed goodwill for impairment as of September 30, 2026 and December 31, 2025, in accordance with Accounting Standards Codification Topic 350, Intangibles—Goodwill and Other (“ASC 350”), noting no impairment indicators were present. For our annual goodwill impairment test as of December 31, 2025, 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, for which we determined that it was not. 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 no changes in circumstances indicated that a potential impairment of goodwill had occurred. Therefore,
NOTE 9. PREPAIDS AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following as of September 30, 2026 and December 31, 2025:
(in thousands) |
|
September 30, |
|
|
December 31, |
|
||
Prepaid expenses |
|
$ |
|
|
$ |
|
||
Current deposits |
|
|
|
|
|
|
||
Tax receivables |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
14
NOTE 10. DEBT
Current and long-term debt obligations, inclusive of finance lease obligations, consisted of the following as of September 30, 2026 and December 31, 2025:
(in thousands) |
|
September 30, |
|
|
December 31, |
|
||
Current portion of long-term debt and finance lease obligations: |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Total current portion of long-term debt and finance lease obligations |
|
|
|
|
|
|
||
Long-term debt and finance lease obligations: |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Total long-term portion of debt and finance lease obligations |
|
|
|
|
|
|
||
Total debt and finance lease obligations |
|
$ |
|
|
$ |
|
||
As of September 30, 2026 and December 31, 2025, we had
Revolving Credit Facility
On February 27, 2025, we entered into the Third Amended and Restated Revolving Credit, Guaranty and Security Agreement (the “Credit Agreement”), dated as of February 27, 2025, with PNC Bank, National Association (“PNC”) as the agent, to replace the Second Amended and Restated Revolving Credit, Guaranty and Security Agreement and provide for and govern a revolving credit facility (the “Revolving Credit Facility”). The Credit Agreement, among other things, (i) extended the maturity of the agreement from June 2026 to February 2030, (ii) increased the maximum revolving amount from $
We performed a debt modification analysis in accordance with Accounting Standards Codification Topic 470, Debt (“ASC 470”), and concluded that the elimination of the term loan represented a debt extinguishment. We recognized a loss in February 2025 due to the write-down of the remaining debt issuance costs pertaining to the term loan of $
NOTE 11. ACCRUED EXPENSES
A summary of accrued expenses as of September 30, 2026 and December 31, 2025 is as follows:
(in thousands) |
|
September 30, |
|
|
December 31, |
|
||
Payroll and other compensation expenses |
|
$ |
|
|
$ |
|
||
Property, sales and other non-income related taxes |
|
|
|
|
|
|
||
Accrued commission |
|
|
|
|
|
|
||
Income taxes |
|
|
|
|
|
|
||
Other accrued liabilities |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
NOTE 12. INCOME TAXES
The effective tax rate for the three and nine months ended September 30, 2026 was
15
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We did not experience a material impact from the OBBBA for the nine months ended September 30, 2026 or the fiscal year ended December 31, 2025.
NOTE 13. EARNINGS (LOSS) 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.
The following table summarizes the basic and diluted earnings per share calculations (in thousands, except share and per share amounts):
|
|
Three months ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of equity awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted weighted average number of shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Potentially dilutive shares excluded as anti-dilutive |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NOTE 14. STOCKHOLDERS’ EQUITY
Stock-Based Compensation
We account 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. Stock-based compensation expense recorded was $
Share Repurchase Program
On February 25, 2025, the Board approved the Share Repurchase Program that authorizes repurchases of up to an aggregate of $
16
During the nine months ended September 30, 2026 and 2025, we repurchased
NOTE 15. RELATED PARTY TRANSACTIONS
Related parties include Company directors, 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 from time to time, we receive services and products from, or sell 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 de minimis for the three months ended September 30, 2026 and 2025, and $
There were
NOTE 16. COMMITMENTS AND CONTINGENCIES
Litigation
We are sometimes involved in legal proceedings and certain regulatory matters. We record a liability for those legal proceedings and regulatory matters when we determine it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. We also disclose when it is reasonably possible that a material loss may be incurred. From time to time, we may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if we believe settlement is in the best interest of the Company and our stockholders. Legal defense costs expected to be incurred in connection with a loss contingency are accrued when probable and reasonably estimable.
Impulse Litigation
In 2023, Impulse Downhole Solutions Ltd. and Impulse Downhole Tools USA Ltd. (collectively, “Impulse”) filed a lawsuit against DWS (captioned Impulse Downhole Solutions Ltd., and Impulse Downhole Tools USA Ltd v. Downhole Well Solutions, LLC, Civil Action No. 4:23-cv-02954 in the U.S. District Court for the Southern District of Texas) alleging infringement of five United States patents owned by Impulse Downhole Solutions Ltd. relating to friction reduction tools used in directional drilling. The allegations of infringement of two of the patents were dismissed before the jury trial. The jury found the remaining patent claims were valid, that DWS had infringed on those patents and that such infringement was willful. The jury awarded monetary damages to Impulse of $
Loss contingencies are inherently unpredictable; the assessment is highly subjective and requires judgment about future events, and unfavorable developments or resolutions can occur. Based on management’s current understanding of the relevant facts and circumstances, a loss related to this matter is both probable and estimable. Accordingly, we recorded a loss contingency accrual of $
In addition to the matter described above, there are other pending legal proceedings involving Innovex, considered ordinary routine litigation incidental to the business. While it is not feasible to predict the outcome of such proceedings, in the opinion of Innovex as of September 30, 2026, either the likelihood of loss is remote or any reasonably possible loss associated with the resolution of such proceedings is not expected to be material to our financial condition, results of operations or cash flows either individually or in the aggregate.
17
Legal Defense Accrual
Legal defense costs expected to be incurred in connection with a loss contingency are accrued when probable and reasonably estimable. Some of the significant factors considered in the review of these legal defense accruals are as follows: the actual costs incurred by Innovex; the development of Innovex’s legal defense strategy and structure in light of the scope of its litigation; the cases being brought against Innovex; and the costs and outcomes of completed trials and the most current information regarding anticipated timing, progression, and related costs of trial activities in the associated litigation. The legal defense accrual as of September 30, 2026 and December 31, 2025 was $
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations, financial condition, and liquidity position of Innovex for the three and nine months ended September 30, 2026 and 2025 should be read in conjunction with (i) the accompanying unaudited Condensed Consolidated Financial Statements and the related notes included in Part I, Item 1 of this Quarterly Report and (ii) the audited Consolidated Financial Statements and related notes for the year ended December 31, 2025 included in our Annual Report.
The following discussion and analysis contains forward-looking statements that are based on management’s current expectations, estimates and projections about Innovex’s business and operations, and involves risks and uncertainties. Actual results may differ materially from those currently anticipated and expressed in such forward-looking statements because of various factors, including those described in the sections titled “Risk Factors” in our Annual Report and “Cautionary Statement Regarding Forward-Looking Statements” and elsewhere in this Quarterly Report, all of which are difficult to predict.
Innovex does not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. References in this section to “Innovex,” the “Company,” “we,” “us,” and “our” are to Innovex International, Inc. (formerly known as Dril-Quip, Inc.) and its consolidated subsidiaries.
EXECUTIVE SUMMARY
Overview
Innovex designs, manufactures, sells, and rents mission-critical engineered products for the global oil and natural gas industry. Our strategy is to build a global leader in well-centric products and technologies through customer-linked innovation, organic growth, and disciplined acquisitions that deliver strong returns for our investors.
Our products support the full lifecycle of a well, including drilling, construction, completion, production, and intervention. Our products are typically used downhole and often consumable in nature. We believe our products deliver meaningful operational and economic value relative to their price, creating a distinctive “Big Impact, Small Ticket” value proposition.
Many of our products can be deployed across a significant portion of customers’ wells worldwide, while our most advanced technologies provide solutions for some of the world’s most challenging and complex wells. Innovex maintains and develops proprietary products that address evolving customer needs, supported by an active pipeline of potential new products at various stages of development.
Innovex is a global company with a revenue base across North America and international markets. For the nine months ended September 30, 2026, the U.S. and Canadian onshore market (“NAM”) represented approximately 55% of revenue, while the international and offshore market (“International and Offshore”) represented approximately 45%.
NAM remains a core market for Innovex and we maintain sales and distribution infrastructure throughout the region. Our products are broadly applicable across the NAM market, particularly in horizontal and unconventional wells, which have become prevalent methods of oil and natural gas development across the region.
Innovex is focused on increasing revenue from International and Offshore markets. These regions are typically supported by long-cycle investment horizons and tend to exhibit less cyclicality than the NAM market. The Middle East, particularly Saudi Arabia, has been a key source of growth for Innovex. We also operate across Asia, Latin America, Europe, and the Gulf of America, among other regions. We maintain a network of distribution, sales, and manufacturing partners within the International and Offshore markets.
Our organic growth is complemented by a disciplined and contrarian acquisition strategy. We view acquisitions as a core competency and have identified a rich opportunity set of potential targets that we believe are seeking to transact. We aim to pursue high-quality opportunities that meet our stringent investment criteria and align with our long-term growth strategy.
Innovex serves a broad range of customers, including International Oil Companies, National Oil Companies, exploration and production (“E&P”) companies and multinational and regional oilfield service companies.
19
Our business has produced strong returns on invested capital. Refer to “Non-GAAP Financial Measures” within this section for Return on Capital Employed, which is how we assess the effectiveness of our capital allocation over time. For the nine months ended September 30, 2026, our net income, income from operations and Adjusted EBITDA were equivalent to approximately 4.6%, 5.9%, and 20.4% of revenue, respectively. Over the same period, capital expenditures accounted for 2.5% of revenue, and we recognized approximately $44.3 million in income from operations. For the nine months ended September 30, 2025, our net income, income from operations and Adjusted EBITDA were equivalent to approximately 10.0%, 15.0%, and 19.0% of revenue, respectively. Over the same period, capital expenditures accounted for 4% of revenue, and we earned approximately $106.8 million in income from operations. During the nine months ended September 30, 2026, we established a legal contingency accrual due to the jury verdict in connection with the Impulse Litigation, which reduced net income and income from operations for the nine months ended September 30, 2026. We believe that our global sales and distribution network, as well as our manufacturing capacity and vendor network, position us well to drive revenue growth and margin expansion. Refer to “Non-GAAP Financial Measures” within this section for the definitions of Adjusted EBITDA, Adjusted EBITDA Margin, and Return on Capital Employed, as well as a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, and Return on Capital Employed to our most directly comparable financial measures calculated and presented in accordance with GAAP.
We believe we can create value for stockholders across the industry cycle. Our “through-cycle playbook” provides a framework for outperforming in a range of market environments. To protect the long-term health of the Company, we prioritize continued investment in R&D and sustaining engineering across our existing portfolio, regardless of market conditions. We also seek to maintain a conservative balance sheet to preserve operational and financial flexibility through the industry cycle.
Recent Developments
On April 10, 2026, we acquired Drilling Innovative Solutions, LLC (“DIS”) for a total purchase consideration of $17.6 million, which includes $4 million of earnout obligations subject to the achievement of defined performance metrics within two years of closing, resulting in DIS becoming a wholly owned subsidiary of Innovex. DIS manufactures and distributes unique patented products to the oil and gas industry, including float valves and plug cement retainers, with a proven track record of helping operators realize significant savings through innovative solutions. Through integrating DIS’ product offering and expertise into our broader platform, we expect to enhance our portfolio of “Big Impact, Small Ticket” products, allowing us to deliver additional value to our global customer base.
On July 1, 2026, we acquired TCO Group AS, a Norwegian private limited liability company (“TCO Group”), for a total purchase consideration of $90.8 million, resulting in TCO Group becoming a wholly owned subsidiary of Innovex. TCO Group is engaged in the development, manufacturing, and supply of equipment, tools, and related services to the oil and gas industry. TCO Group’s product offering includes completion barrier plugs, tubing-conveyed perforating services, chemical injection systems and annulus pressure relief systems. These products are used in well completion and testing, perforation services, targeted downhole chemical delivery and automatic relief of trapped pressure between casing strings. Through integrating TCO Group's product offering and expertise, we expect to enhance our portfolio of "Big Impact, Small Ticket" products, allowing us to deliver additional value to our global customer base and accelerate TCO Group's technologies across new customers, applications, and geographies.
Refer to Note 3. Mergers and Acquisitions of our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for information with respect to the Company's recent acquisitions.
Market Factors and Trends
Our business is driven by the number of oil and natural gas wells drilled worldwide, which is closely tied to global exploration and production spending. As of October 15, 2026, Rystad Energy expects global upstream energy spending, excluding Iran, Venezuela, Cuba, Russia, and China, to decline modestly by approximately 1% in 2026 before increasing by approximately 6% in 2027 and a further approximately 1% in 2028. Approximately 33,000 wells were drilled in 2025, and that number is expected to remain relatively stable at approximately 33,000 wells annually through 2028. The pace of development activity is driven by expected well profitability and returns, which, in turn, are influenced by several factors, including current global oil and natural gas supply and demand balances, current and expected future prices for oil and natural gas and the perceived stability and sustainability of these commodity prices over time.
The oil and natural gas industry has historically been characterized by volatility in commodity prices and in the level of drilling and production activity, which are driven by a variety of market forces, including geopolitical instability (including, most recently, the conflicts within the Middle East), climate-related initiatives, tariffs, and OPEC+ actions, among others. We expect that the growing energy demands of data centers, driven by the prevalence of Artificial Intelligence, will continue to contribute to the consumption of natural gas for power generation. The global demand for oil and natural gas has consistently increased historically, and we believe that multiple years of underinvestment in oil and natural gas development have left the industry with limited spare production capacity. Additionally, public E&P operators have adopted a more conservative approach to capital spending in response to stockholders’ desire for increased return of capital. We believe that over the longer term, heightened geopolitical risk may contribute to higher mid-cycle oil prices necessary to incentivize incremental global supply. As a result, we see continued upstream investment as necessary to sustain production growth and meet rising global demand.
20
FACTORS AFFECTING THE COMPARABILITY OF OUR RESULTS OF OPERATIONS
Our historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, due to recent and future acquisitions. One way in which we have grown, and will continue to grow, our operations and financial results is through strategic acquisitions. In February 2025, we acquired SCF Machining Corporation ("SCF"), a Canadian-domiciled entity and parent company to SCF Machining Corporation Vietnam Company Limited, a Vietnam-based company. In May 2025, we acquired Citadel Casing Solutions, LLC ("Citadel"), a leading provider of differentiated downhole technologies. In April 2026, we acquired DIS, a leading supplier of niche downhole tools. In July 2026, we acquired TCO Group, a leading provider of advanced well completion technologies. As a general matter, following an acquisition, our results of operations are affected by the results of the newly acquired business or operations, the purchase accounting for the acquisition, any debt incurred in connection with the acquisition and expenditures made to integrate the newly acquired business or operations. As a result of our acquisitions and the consolidation of our operating subsidiaries into our financial results, the periods presented in our historical financial statements may not be comparable to one another and our future results of operations and financial results may differ.
RESULTS OF OPERATIONS
The following table presents summary consolidated operating results for the periods presented:
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
||||||||||||||
(in thousands) |
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||||||
Revenues |
$ |
265,054 |
|
|
$ |
240,000 |
|
|
$ |
25,054 |
|
|
|
10 |
% |
|
$ |
748,981 |
|
|
$ |
704,649 |
|
|
$ |
44,332 |
|
|
|
6 |
% |
Cost of revenues(a) |
|
169,177 |
|
|
|
164,057 |
|
|
|
5,120 |
|
|
|
3 |
% |
|
|
484,947 |
|
|
|
480,483 |
|
|
|
4,464 |
|
|
|
1 |
% |
Selling, general and administrative expenses |
|
44,432 |
|
|
|
35,574 |
|
|
|
8,858 |
|
|
|
25 |
% |
|
|
125,269 |
|
|
|
96,758 |
|
|
|
28,511 |
|
|
|
29 |
% |
Gain on sale of assets, net |
|
(89 |
) |
|
|
(40,918 |
) |
|
|
40,829 |
|
|
|
(100 |
)% |
|
|
(11,962 |
) |
|
|
(41,189 |
) |
|
|
29,227 |
|
|
|
(71 |
)% |
Depreciation and amortization |
|
16,547 |
|
|
|
15,362 |
|
|
|
1,185 |
|
|
|
8 |
% |
|
|
48,982 |
|
|
|
45,281 |
|
|
|
3,701 |
|
|
|
8 |
% |
Impairment of long-lived assets |
|
— |
|
|
|
— |
|
|
|
— |
|
|
* |
|
|
|
— |
|
|
|
3,427 |
|
|
|
(3,427 |
) |
|
* |
|
||
Acquisition and integration costs |
|
900 |
|
|
|
3,641 |
|
|
|
(2,741 |
) |
|
|
(75 |
)% |
|
|
4,101 |
|
|
|
13,060 |
|
|
|
(8,959 |
) |
|
|
(69 |
)% |
Provision for legal settlement |
|
1,761 |
|
|
|
— |
|
|
|
1,761 |
|
|
* |
|
|
|
53,368 |
|
|
|
— |
|
|
|
53,368 |
|
|
* |
|
||
Total costs and expenses |
$ |
232,728 |
|
|
$ |
177,716 |
|
|
$ |
55,012 |
|
|
|
31 |
% |
|
$ |
704,705 |
|
|
$ |
597,820 |
|
|
$ |
106,885 |
|
|
|
18 |
% |
Income from operations |
|
32,326 |
|
|
|
62,284 |
|
|
|
(29,958 |
) |
|
|
(48 |
)% |
|
|
44,276 |
|
|
|
106,829 |
|
|
|
(62,553 |
) |
|
|
(59 |
)% |
Interest (income) expense, net |
|
(192 |
) |
|
|
677 |
|
|
|
(869 |
) |
|
|
(128 |
)% |
|
|
(1,233 |
) |
|
|
1,928 |
|
|
|
(3,161 |
) |
|
|
(164 |
)% |
Other (income) expense, net |
|
(2,253 |
) |
|
|
303 |
|
|
|
(2,556 |
) |
|
|
(844 |
)% |
|
|
(3,075 |
) |
|
|
(3 |
) |
|
|
(3,072 |
) |
|
|
102,400 |
% |
Bargain purchase loss |
|
— |
|
|
|
3,342 |
|
|
|
(3,342 |
) |
|
* |
|
|
|
— |
|
|
|
3,342 |
|
|
|
(3,342 |
) |
|
* |
|
||
Income before income taxes |
|
34,771 |
|
|
|
57,962 |
|
|
|
(23,191 |
) |
|
|
(40 |
)% |
|
|
48,584 |
|
|
|
101,562 |
|
|
|
(52,978 |
) |
|
|
(52 |
)% |
Income tax expense |
|
8,485 |
|
|
|
18,734 |
|
|
|
(10,249 |
) |
|
|
(55 |
)% |
|
|
13,938 |
|
|
|
32,232 |
|
|
|
(18,294 |
) |
|
|
(57 |
)% |
Net income |
$ |
26,286 |
|
|
$ |
39,228 |
|
|
$ |
(12,942 |
) |
|
|
(33 |
)% |
|
$ |
34,646 |
|
|
$ |
69,330 |
|
|
$ |
(34,684 |
) |
|
|
(50 |
)% |
(a) Cost of revenues excludes depreciation and amortization.
* not meaningful
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Revenues Our NAM market revenue for the three months ended September 30, 2026 was $145.7 million, an increase of $13.7 million from the three months ended September 30, 2025, primarily driven by an increase in drilling activity in North America due to an increase in the North American onshore rig count during the comparative period. Our International and Offshore market revenue for the three months ended September 30, 2026 was $119.4 million, an increase of $11.3 million from the three months ended September 30, 2025, primarily driven by an increase in business operations from the TCO Group acquisition in July of 2026.
Cost of revenues, exclusive of depreciation and amortization Total cost of revenues for the three months ended September 30, 2026 was $169.2 million, an increase of $5.1 million from the three months ended September 30, 2025. The increase in cost of revenues was primarily attributable to an increase in sales activity due to the TCO Group acquisition in July 2026.
Selling, general and administrative expenses Selling, general and administrative expense for the three months ended September 30, 2026 was $44.4 million, an increase of $8.9 million from the three months ended September 30, 2025. The change was primarily attributable to an increase of $6.7 million related to benefits, commissions, and other selling, general, and administrative expenses partly due to the TCO Group acquisition.
Gain on sale of assets, net Gain on sale of assets, net for the three months ended September 30, 2026 was $0.1 million, a decrease of $40.8 million from the three months ended September 30, 2025. The change was driven by the sale of our Eldridge facility assets during the three months ended September 30, 2025, which resulted in a gain, offset by normal variations associated with the sale of property and equipment during the three months ended September 30, 2026.
21
Depreciation and amortization Total depreciation and amortization expense for the three months ended September 30, 2026 was $16.5 million, an increase of $1.1 million from the three months ended September 30, 2025. The change was primarily due to additional depreciation for assets acquired related to the DIS and TCO Group acquisitions.
Acquisition and integration costs Acquisition and integration costs for the three months ended September 30, 2026 were $0.9 million, a decrease of $2.7 million from the three months ended September 30, 2025. The change was due to a reduction of acquisition and integration activities in 2026, partly due to the integration costs incurred in 2025 attributable to the merger with Dril-Quip, Inc. (the "Merger") that did not reoccur in 2026.
Provision for legal settlement Provision for legal settlement expense for the three months ended September 30, 2026 was $1.8 million, an increase of $1.8 million from the three months ended September 30, 2025. The change was entirely related to the Impulse Litigation, as discussed further in Note 16. Commitments and Contingencies.
Interest (income) expense, net Total interest (income) expense, net was $(0.2) million and $0.7 million for the three months ended September 30, 2026 and 2025, respectively. Interest (income) expense varied between the two periods due to interest received on our cash deposits.
Other income, net Total other income, net for the three months ended September 30, 2026 was $2.3 million, an increase of $2.6 million from the three months ended September 30, 2025. The change was primarily due to the net change in our foreign currency exchange gains (losses) and other miscellaneous expenses.
Bargain purchase loss There was no bargain purchase loss for the three months ended September 30, 2026 as compared to $3.3 million for the three months ended September 30, 2025. The change was due to a measurement period adjustment identified during the three months ended September 30, 2025 that was related to the Merger that occurred during September 2024.
Income tax expense Our operations are subject to U.S. federal income tax at an entity level, as well as various state income and franchise taxes. In addition, our operations located in international jurisdictions are subject to local country income taxes. Income tax expense for the three months ended September 30, 2026 was $8.5 million, a decrease of $10.2 million from the three months ended September 30, 2025. The change was primarily driven by the discrete items recorded during the three months ended September 30, 2026.
Net income Net income for the three months ended September 30, 2026 was $26.3 million, a decrease of $12.9 million from the three months ended September 30, 2025, as a result of the factors discussed above.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Revenues Our NAM market revenue for the nine months ended September 30, 2026 was $413.8 million, an increase of $41.4 million from the nine months ended September 30, 2025, primarily driven by an increase in market share and incremental business operations due to the acquisition of Citadel in May of 2025 and an increase in drilling activity in North America due to an increase in the North American onshore rig count during the comparative period. Our International and Offshore market revenue for the nine months ended September 30, 2026 was $335.2 million, an increase of $2.9 million from the nine months ended September 30, 2025, primarily driven by an increase in revenues generated through the acquisition of TCO Group in July of 2026 partially offset by a decrease in business operations from our Europe, Caspian, and Africa regions.
Cost of revenues, exclusive of depreciation and amortization Total cost of revenues for the nine months ended September 30, 2026 was $484.9 million, an increase of $4.5 million from the nine months ended September 30, 2025. The change was primarily attributable to an increase in sales activity due to the TCO Group acquisition in July 2026.
Selling, general and administrative expenses Selling, general and administrative expense for the nine months ended September 30, 2026 was $125.3 million, an increase of $28.5 million from the nine months ended September 30, 2025. The change was primarily attributable to an increase in bad debt expense of $13.6 million from the prior period driven by the recovery of outstanding receivables from our former agent in Saudi Arabia during the nine months ended September 30, 2025. The change was also due to an increase of $11.2 million related to benefits, commissions, IT, and professional services costs due to an increase in business activity attributable to the recent acquisitions.
Gain on sale of assets, net Gain on sale of assets, net for the nine months ended September 30, 2026 was $12.0 million, a decrease of $29.2 million from the nine months ended September 30, 2025. The change was driven by the sale of our Subsea Tree product line in June 2025 and the Eldridge facility assets in September 2025, both of which resulted in a gain.
Depreciation and amortization Total depreciation and amortization expense for the nine months ended September 30, 2026 was $49.0 million, an increase of $3.7 million from the nine months ended September 30, 2025. The change was primarily due to additional depreciation for assets acquired related to the Citadel, DIS, and TCO Group acquisitions.
22
Impairment of long-lived assets Long-lived asset impairment expense for the nine months ended September 30, 2025 was $3.4 million and was primarily related to (i) real estate in Mexico acquired as part of the Merger that was held for sale at March 31, 2025 and marketed at an amount that was lower than the net book value, which ultimately resulted in an impairment expense of $2.9 million and (ii) the impairment of a lease $0.5 million. There was no impairment recognized during the three and nine months ended September 30, 2026.
Acquisition and integration costs Acquisition and integration costs for the nine months ended September 30, 2026 were $4.1 million, a decrease of $9.0 million from the nine months ended September 30, 2025. The change was due to a reduction of acquisition and integration activities in 2026, partly due to the integration costs incurred in 2025 attributable to the Merger that did not reoccur in 2026.
Provision for legal settlement Provision for legal settlement expense for the nine months ended September 30, 2026 was $53.4 million, an increase of $53.4 million from the nine months ended September 30, 2025. The change was entirely related to the Impulse Litigation, as discussed further in Note 16. Commitments and Contingencies.
Interest (income) expense, net Total interest (income) expense, net was $(1.2) million and $1.9 million for the nine months ended September 30, 2026 and 2025, respectively. Interest (income) expense varied between the two periods due to interest received on our cash deposits.
Other income, net Total other income, net for the nine months ended September 30, 2026 was $3.1 million, an increase of $3.1 million from the nine months ended September 30, 2025. The change was primarily due to the net change in our foreign currency exchange gains (losses) and other miscellaneous expenses.
Bargain purchase loss There was no bargain purchase loss for the nine months ended September 30, 2026 as compared to $3.3 million for the nine months ended September 30, 2025. The change was due to a measurement period adjustment identified during the nine months ended September 30, 2025 that was related to the Merger that occurred during September 2024.
Income tax expense Our operations are subject to U.S. federal income tax at an entity level, as well as various state income and franchise taxes. In addition, our operations located in international jurisdictions are subject to local country income taxes. Income tax expense for the nine months ended September 30, 2026 was $13.9 million, a decrease of $18.3 million from the nine months ended September 30, 2025. The change was primarily driven by the discrete items recorded during the nine months ended September 30, 2026.
Net income Net income for the nine months ended September 30, 2026 was $34.6 million, a decrease of $34.7 million from the nine months ended September 30, 2025, primarily as a result of the provision for legal settlement related to the Impulse Litigation recorded for the nine months ended September 30, 2026 in addition to the other factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are our existing cash, cash provided by operating activities, and borrowings under the Credit Agreement (as defined below). We have a share repurchase program in place and may repurchase shares from time to time based on management’s evaluation of market conditions, share price, and other factors. As of September 30, 2026, we had cash and restricted cash of $188.8 million and availability under the Credit Agreement of $165.2 million. Our total indebtedness, including finance lease obligations, was $24.1 million as of September 30, 2026.
Our principal liquidity needs have been, and are expected to continue to be, working capital, capital expenditures, debt service and potential mergers and acquisitions. Historically, capital expenditures have been relatively modest, with working capital being the predominant use of cash for the Company during periods of growth. We continuously evaluate our capital expenditures, and the amount we ultimately spend will depend on a number of factors, including, among other things, prevailing economic conditions, market conditions in the oil and natural gas industry, customers’ forecasts, demand volatility, and company initiatives.
23
We have certain obligations related to debt maturities, finance leases, and operating leases. As of September 30, 2026, we have $23.4 million of minimum non-cancelable lease obligations for the twelve months following September 30, 2026, comprised of $7.3 million of finance lease maturities and $16.1 million of operating lease obligations. We have an additional $67.5 million of minimum non-cancelable lease obligations for the periods after September 30, 2027, comprised of $22.8 million of finance lease maturities and $44.7 million of non-cancelable operating lease obligations. As of September 30, 2026, interest rates on our lease obligations range from 2.88% to 12.00%. In addition, all amounts borrowed, if any, under our Revolver (as defined below) become due and payable in 2030. There were no borrowings on the Credit Agreement as of September 30, 2026. For the nine months ended September 30, 2025, the effective interest rate on the Revolver was approximately 8.92%. Refer to Note 10. Debt of our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information.
In addition, we have accrued $53.4 million related to the Impulse Litigation; while we do not expect to pay any amount before the conclusion of post-trial motions and appeal, we may be required to post a bond or other security if required by the court. We also expect to pay up to $4 million of contingent consideration related to the DIS acquisition through 2028.
We believe that our existing cash on hand, cash generated from operations and available capacity under the Revolver will be sufficient to meet our liquidity needs in the short-and long-term. Our ability to satisfy our liquidity requirements depends on our future operating performance, which is affected by prevailing economic conditions, market conditions in the oil and natural gas industry, availability and cost of raw materials, and other factors, many of which are beyond our control.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
|
Nine Months Ended |
|
|
|
|
|
|
|
|||||||
(in thousands) |
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Net cash provided by operating activities |
$ |
95,687 |
|
|
$ |
138,674 |
|
|
$ |
(42,987 |
) |
|
|
(31 |
)% |
Net cash used in investing activities |
|
(88,278 |
) |
|
|
(8,783 |
) |
|
|
(79,495 |
) |
|
|
905 |
% |
Net cash used in financing activities |
|
(22,059 |
) |
|
|
(42,134 |
) |
|
|
20,075 |
|
|
|
(48 |
)% |
Effect of exchange rate changes on cash |
|
6 |
|
|
|
2,339 |
|
|
|
(2,333 |
) |
|
|
(100 |
)% |
Net increase (decrease) in cash and restricted cash |
$ |
(14,644 |
) |
|
$ |
90,096 |
|
|
|
(104,740 |
) |
|
|
(116 |
)% |
Statements of cash flows for entities with international operations that are local currency functional exclude the effects of the changes in foreign currency exchange rates that occur during any given period, as these are non-cash changes. As a result, changes reflected in certain lines in our Condensed Consolidated Statements of Cash Flows may not reflect the changes in corresponding lines in our Condensed Consolidated Balance Sheets.
Operating Activities Net cash provided by operating activities for the nine months ended September 30, 2026 was $95.7 million, a decrease of $43.0 million from the nine months ended September 30, 2025. The change was primarily driven by the following:
Investing Activities Net cash used in investing activities for the nine months ended September 30, 2026 was $88.3 million, an increase of $79.5 million from the nine months ended September 30, 2025. The change was primarily due to the cash received for the sale of the Eldridge facility during the nine months ended September 30, 2025 offset by cash used to fund acquisitions during both comparative periods.
Financing Activities Net cash used in financing activities for the nine months ended September 30, 2026 was $22.1 million, a decrease of $20.1 million from the nine months ended September 30, 2025. The change was primarily due to a decrease in Revolver borrowings, Revolver repayments, and term loan repayments of $25.4 million and an increase in our common stock repurchases of $4.8 million for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025.
24
Credit Agreement
The Company, as the borrower, entered into the Third Amended and Restated Revolving Credit, Guaranty and Security Agreement, dated as of February 27, 2025, to provide for a revolving credit facility of up to $200.0 million (the “Revolver” or the “Credit Agreement”). The Credit Agreement, among other things, (a) extended the maturity of the agreement from June 10, 2026 to February 27, 2030, (b) increased the maximum revolving amount from $110.0 million to $200.0 million, which may, subject to certain conditions, be increased to $250 million, (c) eliminated the term loan commitment, and (d) provided for an applicable margin for interest on the loans to be based on availability, effective as of April 1, 2025. Refer to Note 10. Debt of our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information.
Amounts borrowed under the Credit Agreement are subject to an interest rate per annum equal to, at the Company’s option, either (a) an alternate base rate determined as the highest of (i) the base commercial lending rate of PNC Bank, National Association, (ii) the overnight federal funds rate plus 0.5%, and (iii) Daily Simple SOFR (as defined in the Credit Agreement) plus 1% (such base rate to be subject to a 0% floor) or (b) the forward-looking term rate based on the secured overnight financing rate (“SOFR”) for the applicable interest period two business days before such interest period divided by a number equal to 1.00 minus any SOFR reserve percentage (such term rate to be subject to a 0% floor), plus, in each case of clauses (a) and (b) above, an applicable margin based upon availability of the revolving credit line, of 0.50% to 1.00% for swing loans and alternate base rate revolving loans and 1.50% to 2.00% for term SOFR revolving loans. Interest is payable monthly for alternate base rate loans and at the end of the applicable interest period for term SOFR loans (or quarterly if the applicable interest period is longer than three months). The Credit Agreement provides for the issuance of letters of credit, limited to the lesser of total capacity or $10.0 million. As of September 30, 2026 and September 30, 2025, we had no letters of credit outstanding under the Credit Agreement.
In addition to paying interest on outstanding borrowings under the Credit Agreement, the Company is required to pay a quarterly commitment fee to the lenders under the Credit Agreement equal to 0.25% per annum on the amount by which $200.0 million exceeds the daily unpaid balance of the Revolver plus any swing loans plus any undrawn amount of outstanding letters of credit under the Credit Agreement on any day.
The Company is subject to various covenants under the Credit Agreement, including limitations on the incurrence of debt, granting of liens, investments, dividends, asset sales, and affiliate transactions. Additionally, if at any time an Event of Default (as defined in the Credit Agreement) has occurred and is continuing or if Excess Availability (as defined in the Credit Agreement) is less than 20%, the Company must maintain a fixed charge coverage ratio of not less than 1.10 to 1.00. As defined by the Credit Agreement, the fixed charge coverage ratio represents the ratio of Adjusted EBITDA (as defined in the Credit Agreement), less certain capital expenditures, dividends, and tax payments, to all scheduled debt payments during the applicable period.
The obligations under the Credit Agreement are secured by liens on substantially all of the assets of the Company and certain current and future subsidiaries of the Company and guarantees from certain current and future subsidiaries of the Company (the Company together with such subsidiaries, the “Loan Parties”). The Credit Agreement requires the Company to make mandatory prepayments on the outstanding amount of advances under the Credit Agreement if any Loan Party issues debt other than certain permitted debt or receives proceeds from certain insurance or condemnation claims.
As of September 30, 2026 and September 30, 2025, we had no borrowings outstanding under the Revolver.
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA and Adjusted EBITDA Margin
We define Adjusted EBITDA (a non-GAAP measure) as net income (loss) before interest (income) expense, net, income tax expense (benefit), net, depreciation and amortization, (gain) loss on sale of assets and other expense, net, further adjusted to exclude certain items which we believe are not reflective of our ongoing performance or which are non-cash in nature. Management uses Adjusted EBITDA to assess the profitability of our business operations and to compare our operating performance to our competitors without regard to the impact of financing methods and capital structure and excluding costs that management believes do not reflect our ongoing operating performance, and for this reason we believe this measure will provide useful information to investors. We track Adjusted EBITDA on an absolute dollar basis and as a percentage of revenue, which we refer to as Adjusted EBITDA Margin.
25
The following table presents a reconciliation of the GAAP financial measure of net income (loss) and net income (loss) as a percentage of revenue to Adjusted EBITDA and Adjusted EBITDA Margin, respectively, for each of the periods indicated:
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
||||||||||||||
(in thousands) |
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||||||
Net income |
$ |
26,286 |
|
|
$ |
39,228 |
|
|
$ |
(12,942 |
) |
|
|
(33 |
)% |
|
$ |
34,646 |
|
|
$ |
69,330 |
|
|
$ |
(34,684 |
) |
|
|
(50 |
)% |
Interest (income) expense, net |
|
(192 |
) |
|
|
677 |
|
|
|
(869 |
) |
|
|
(128 |
)% |
|
|
(1,233 |
) |
|
|
1,928 |
|
|
|
(3,161 |
) |
|
|
(164 |
)% |
Income tax expense |
|
8,485 |
|
|
|
18,734 |
|
|
|
(10,249 |
) |
|
|
(55 |
)% |
|
|
13,938 |
|
|
|
32,232 |
|
|
|
(18,294 |
) |
|
|
(57 |
)% |
Depreciation and amortization |
|
16,547 |
|
|
|
15,362 |
|
|
|
1,185 |
|
|
|
8 |
% |
|
|
48,982 |
|
|
|
45,281 |
|
|
|
3,701 |
|
|
|
8 |
% |
EBITDA |
|
51,126 |
|
|
|
74,001 |
|
|
|
(22,875 |
) |
|
|
(31 |
)% |
|
|
96,333 |
|
|
|
148,771 |
|
|
|
(52,438 |
) |
|
|
(35 |
)% |
Other non-operating (income) expense, net (1) |
|
(2,253 |
) |
|
|
303 |
|
|
|
(2,556 |
) |
|
|
(844 |
)% |
|
|
(3,075 |
) |
|
|
(3 |
) |
|
|
(3,072 |
) |
|
|
102,400 |
% |
Gain on sale of assets, net |
|
(89 |
) |
|
|
(40,918 |
) |
|
|
40,829 |
|
|
|
(100 |
)% |
|
|
(11,962 |
) |
|
|
(41,189 |
) |
|
|
29,227 |
|
|
|
(71 |
)% |
Impairment of long-lived assets |
|
— |
|
|
|
— |
|
|
|
— |
|
|
* |
|
|
|
— |
|
|
|
3,427 |
|
|
|
(3,427 |
) |
|
* |
|
||
Acquisition and integration costs (2) |
|
900 |
|
|
|
3,641 |
|
|
|
(2,741 |
) |
|
|
(75 |
)% |
|
|
4,101 |
|
|
|
13,060 |
|
|
|
(8,959 |
) |
|
|
(69 |
)% |
Bargain purchase loss |
|
— |
|
|
|
3,342 |
|
|
|
(3,342 |
) |
|
* |
|
|
|
— |
|
|
|
3,342 |
|
|
|
(3,342 |
) |
|
* |
|
||
Provision for legal settlement (3) |
|
1,761 |
|
|
|
— |
|
|
|
1,761 |
|
|
* |
|
|
|
53,368 |
|
|
|
— |
|
|
|
53,368 |
|
|
* |
|
||
Legal defense costs (4) |
|
28 |
|
|
|
— |
|
|
|
28 |
|
|
* |
|
|
|
2,458 |
|
|
|
— |
|
|
|
2,458 |
|
|
* |
|
||
Transaction costs (5) |
|
555 |
|
|
|
— |
|
|
|
555 |
|
|
* |
|
|
|
1,729 |
|
|
|
— |
|
|
|
1,729 |
|
|
* |
|
||
Stock-based compensation |
|
3,372 |
|
|
|
3,244 |
|
|
|
128 |
|
|
|
4 |
% |
|
|
9,731 |
|
|
|
8,769 |
|
|
|
962 |
|
|
|
11 |
% |
Adjusted EBITDA |
$ |
55,400 |
|
|
$ |
43,613 |
|
|
|
11,787 |
|
|
|
27 |
% |
|
$ |
152,683 |
|
|
$ |
136,177 |
|
|
|
16,506 |
|
|
|
12 |
% |
Net income as a % of revenue |
|
10 |
% |
|
|
16 |
% |
|
|
|
|
|
|
|
|
5 |
% |
|
|
10 |
% |
|
|
|
|
|
|
||||
Adjusted EBITDA Margin |
|
21 |
% |
|
|
18 |
% |
|
|
|
|
|
|
|
|
20 |
% |
|
|
19 |
% |
|
|
|
|
|
|
||||
(1) Primarily represents foreign currency exchange gain/loss, gain/loss on lease terminations, and other non-operating items.
(2) For the three and nine months ended September 30, 2026, acquisition and integration costs consisted of legal, accounting, advisory fees, move, severance, and other integration costs associated with the recent acquisition activities. For the three and nine months ended September 30, 2025, acquisition and integration costs consisted of legal, accounting, advisory fees, move, severance, and other integration costs associated with the Merger, the acquisition of the remaining equity interest in Downhole Well Solutions, LLC ("DWS"), the acquisition of SCF, and the acquisition of Citadel. These acquisition and integration costs are one-time in nature and represent expenses that we do not view as normal operating expenses necessary to operate our business.
(3) Includes monetary damages awarded by a jury and estimated future awards related to the Impulse Litigation, which is not reflective of our ongoing operating performance.
(4) Reflects legal defense costs associated with the Impulse Litigation, which is not reflective of our ongoing operating performance. These costs are recorded in Selling, general and administrative expenses in our Condensed Consolidated Statements of Operations and Comprehensive Income.
(5) Reflects transaction costs associated with the secondary offerings.
* not meaningful
Adjusted EBITDA for the nine months ended September 30, 2026 was $152.7 million, an increase of $16.5 million from the nine months ended September 30, 2025.
Return on Capital Employed
We utilize Return on Capital Employed (“ROCE”) (a non-GAAP measure) to assess the effectiveness of our capital allocation over time and to compare our capital efficiency to our competitors, and for this reason we believe this measure will provide useful information to investors. We define ROCE as income from operations excluding acquisition and integration costs, litigation related expenses not reflective of our ongoing operating performance, and income tax expense (resulting in Adjusted Income from Operations, after tax) divided by average capital employed. Capital employed is defined as the combined values of debt and stockholders’ equity. In the first quarter of 2026, we revised our definition of ROCE and Adjusted Income from Operations, after tax to exclude litigation related expenses not reflective of our ongoing operating performance, which for the twelve months ended September 30, 2026 is reflective of the costs related to the Impulse Litigation. In particular, we believe that the exclusion of the aforementioned litigation related expenses eliminated in calculating Adjusted Income from Operations, after tax and ROCE provides useful measures for period-to-period comparisons of our business. We did not revise prior years’ Adjusted Income from Operations, after tax or ROCE because there were no other charges similar in nature to these costs.
26
The following table presents a reconciliation of the GAAP financial measure of income from operations to adjusted income from operations, after tax to ROCE for each of the periods indicated:
|
Twelve Months Ended |
|
|
|
|
|
|
|
|||||||
(in thousands) |
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Income from operations |
$ |
70,072 |
|
|
$ |
133,741 |
|
|
$ |
(63,669 |
) |
|
|
(48 |
)% |
Plus: Acquisition and integration costs |
|
8,559 |
|
|
|
20,868 |
|
|
|
(12,309 |
) |
|
|
(59 |
)% |
Plus: Provision for legal settlement (1) |
|
53,368 |
|
|
|
— |
|
|
|
53,368 |
|
|
* |
|
|
Plus: Legal defense costs (1) |
|
2,458 |
|
|
|
— |
|
|
|
2,458 |
|
|
* |
|
|
Less: Income tax expense |
|
(26,937 |
) |
|
|
(27,857 |
) |
|
|
920 |
|
|
|
(3 |
)% |
Adjusted Income from Operations, after tax |
$ |
107,520 |
|
|
$ |
126,752 |
|
|
$ |
(19,232 |
) |
|
|
(15 |
)% |
Beginning debt |
|
26,406 |
|
|
|
23,046 |
|
|
|
3,360 |
|
|
|
15 |
% |
Beginning equity |
|
1,038,954 |
|
|
|
904,351 |
|
|
|
134,603 |
|
|
|
15 |
% |
Ending debt |
|
24,146 |
|
|
|
26,406 |
|
|
|
(2,260 |
) |
|
|
(9 |
)% |
Ending equity (2) |
|
1,117,117 |
|
|
|
1,038,954 |
|
|
|
78,163 |
|
|
|
8 |
% |
Average capital employed |
$ |
1,103,312 |
|
|
$ |
996,379 |
|
|
$ |
106,933 |
|
|
|
11 |
% |
ROCE |
|
10 |
% |
|
|
13 |
% |
|
|
|
|
|
|
||
(1) As defined in our reconciliation of the GAAP financial measure of net income and net income as a percentage of revenue to Adjusted EBITDA and Adjusted EBITDA Margin above.
(2) Ending equity includes the equity issuance to acquire TCO Group and Adjusted Income from Operations, after tax only includes three months of activity from TCO Group, due to the acquisition occurring on July 1, 2026.
* not meaningful
ROCE for the twelve months ended September 30, 2026 was 10%, a decrease from the twelve months ended September 30, 2025.
Free Cash Flow
We also utilize Free Cash Flow (a non-GAAP measure) to evaluate the cash generated by our operations and results of operations. We define Free Cash Flow as net cash provided by operating activities less capital expenditures, as presented in our Condensed Consolidated Statements of Cash Flows. Management believes Free Cash Flow is useful because it demonstrates the cash that was available in the period that was in excess of our needs to fund our capital expenditures. Free Cash Flow does not represent our residual cash flow available for discretionary expenditures, as we have non-discretionary expenditures, including, but not limited to, principal payments required under the terms of our Credit Agreement, which are not deducted in calculating Free Cash Flow.
The following table presents a reconciliation of the GAAP financial measure of net cash provided by operating activities to Free Cash Flow for each of the periods indicated:
|
Nine Months Ended |
|
|
|
|
|
|
|
|||||||
(in thousands) |
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Net cash provided by operating activities |
$ |
95,687 |
|
|
$ |
138,674 |
|
|
$ |
(42,987 |
) |
|
|
(31 |
)% |
Capital expenditures |
|
(18,897 |
) |
|
|
(26,205 |
) |
|
|
7,308 |
|
|
|
(28 |
)% |
Free cash flow |
$ |
76,790 |
|
|
$ |
112,469 |
|
|
$ |
(35,679 |
) |
|
|
(32 |
)% |
Free Cash Flow for the nine months ended September 30, 2026 was $76.8 million, a decrease of $35.7 million from the nine months ended September 30, 2025.
BUSINESS SEGMENTS
We operate in one reportable segment as our chief operating decision maker (“CODM”) assesses performance and allocates resources based on financial information presented at a consolidated level.
CRITICAL ACCOUNTING ESTIMATES
As of September 30, 2026, there have been no significant changes to our critical accounting estimates since our Annual Report.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Note 2. Summary of Significant Accounting Policies of our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for a discussion of the recent accounting pronouncements issued by the Financial Accounting Standards Board.
27
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes that would affect the quantitative and qualitative disclosures from the information provided in “Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the fiscal quarter ended September 30, 2026. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified that occurred during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to Note 16. Commitments and Contingencies of our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information regarding litigation, claims, and other legal proceedings.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risks discussed in our Annual Report and those set forth from time to time in our other filings with the SEC. There have been no material changes in risk factors from those reported in our Annual Report. The risks described in such reports are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or future results.
28
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
None, except as reported in our Current Report on Form 8-K filed with the SEC on June 15, 2026, as amended by Amendment No. 1 on Form 8-K/A filed on July 1, 2026.
Issuer Purchases of Equity Securities
On February 25, 2025, our Board of Directors approved a share repurchase program (the “Share Repurchase Program”) that authorizes repurchases of up to an aggregate of $100 million of shares of common stock of the Company with no specified expiration date. The remaining maximum dollar value of shares that may yet be purchased under the Share Repurchase Program is approximately $76.6 million as of September 30, 2026.
We may repurchase shares from time to time in open market transactions, privately negotiated transactions, pursuant to accelerated share repurchase programs or otherwise in accordance with applicable federal securities laws. The timing and amount of the repurchases will be determined by management based on its evaluation of market conditions, share price, and other factors. The Share Repurchase Program may be suspended or discontinued at any time.
|
|
Three Months Ended September 30, 2026 |
|
|||||||||||||
|
|
Total Number of Shares Purchased (1) |
|
|
Average Price paid per Share (1) |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) |
|
|
Maximum Dollar Value of Shares that May Yet be Purchased (in millions) Under the Plans or Programs (3) |
|
||||
July 1 - 31, 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
76.58 |
|
August 1 - 31, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
76.58 |
|
September 1 - 30, 2026 |
|
|
23,561 |
|
|
|
30.07 |
|
|
|
— |
|
|
|
76.58 |
|
|
|
|
23,561 |
|
|
$ |
30.07 |
|
|
|
— |
|
|
|
|
|
(1) Includes the following transaction during the three months ended September 30, 2026: the surrender of 23,561 shares of common stock to the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
(2) The difference between the total number of shares purchased and the total number of shares purchased as part of publicly announced plans or programs represents shares deemed surrendered to the Company to satisfy certain employee elections under our compensation and benefit programs. For the three months ended September 30, 2026, there were 23,561 shares withheld by the Company.
(3) Includes approximate dollar value of shares that were available to be purchased under the publicly announced plans or programs that were in effect as of September 30, 2026.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Insider Trading Arrangements
On
On
On
29
ITEM 6. EXHIBITS
Exhibit Number |
|
Description |
3.1 |
|
|
3.2 |
|
|
3.3 |
|
|
3.4 |
|
|
3.5 |
|
|
3.6 |
|
|
31.1* |
|
|
31.2* |
|
|
32.1** |
|
|
32.2** |
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished herewith.
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
Innovex International, Inc. |
|
|
|
|
|
Date: November 4, 2026 |
|
By: |
/s/ Kendal Reed |
|
|
|
Kendal Reed |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Financial Officer and Duly Authorized Officer) |
|
|
|
|
31
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Adam Anderson, certify that:
Date: November 4, 2026 |
|
By: |
/s/ Adam Anderson |
|
|
|
Adam Anderson |
|
|
|
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kendal Reed, certify that:
Date: November 4, 2026 |
|
By: |
/s/ Kendal Reed |
|
|
|
Kendal Reed |
|
|
|
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Innovex International, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Adam Anderson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
Date: November 4, 2026 |
|
By: |
/s/ Adam Anderson |
|
|
|
Adam Anderson |
|
|
|
Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Innovex International, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kendal Reed, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
Date: November 4, 2026 |
|
By: |
/s/ Kendal Reed |
|
|
|
Kendal Reed |
|
|
|
Chief Financial Officer |