Financial Performance - For the nine months ended September 30, 2025, Innovex reported revenues of $704.6 million, a 72% increase from $410.1 million in the same period of 2024[121] - The net income for the nine months ended September 30, 2025, was $69.3 million, a decrease of 36% compared to $108.5 million for the same period in 2024[121] - Innovex's income from operations for the nine months ended September 30, 2025, was approximately $106.8 million, compared to $22.2 million in the same period of 2024, reflecting an increase of 382%[121] - Total revenue for the nine months ended September 30, 2025 was $704.6 million, an increase of $294.4 million or 72.2% from the same period in 2024, driven by acquisitions and increased market share[134] - The company reported a net income decrease of $39.2 million for the three months ended September 30, 2025, compared to $82.6 million for the same period in 2024, representing a 53% decline[156] - The company’s net income as a percentage of revenue decreased to 10% for the nine months ended September 30, 2025, down from 26% in the same period of 2024[164] Market and Revenue Breakdown - The North American market accounted for approximately 53% of total revenue, while international and offshore markets contributed 47% for the nine months ended September 30, 2025[109] - Innovex's revenues from the International and Offshore market for the three months ended September 30, 2025, were $108.1 million, an increase of 102% from the previous year[123] Expenses and Costs - Cost of revenues for the nine months ended September 30, 2025 was $480.5 million, an increase of $218.1 million or 83.1% from the same period in 2024, primarily due to increased personnel expenses and product costs[135] - Selling, general and administrative expenses for the nine months ended September 30, 2025 were $96.8 million, an increase of $18.9 million or 24.3% from the same period in 2024, driven by higher salaries, IT, and R&D costs[136] - Income tax expense for the nine months ended September 30, 2025 was $32.2 million, an increase of $25.3 million or 367.1% from the same period in 2024, due to changes in income mix and non-deductible expenses[144] Cash Flow and Investments - Net cash provided by operating activities for the nine months ended September 30, 2025 was $138.7 million, an increase of $81.6 million or 143% from the same period in 2024[150] - Net cash used in investing activities for the nine months ended September 30, 2025 was $8.8 million, a decrease of $159.2 million from the prior year, primarily due to cash used for acquisitions[151] - Free Cash Flow for the nine months ended September 30, 2025 was $112.5 million, an increase of $61.3 million (120%) from the same period in 2024[170] - Net cash provided by operating activities increased to $138.7 million, up $81.6 million (143%) compared to $57.1 million in 2024[170] Acquisitions and Strategic Initiatives - The company completed the acquisition of Citadel Casing Solutions for $69.7 million on May 30, 2025, enhancing its portfolio of downhole technologies[115] - Innovex's disciplined acquisition strategy aims to identify high-quality opportunities that meet stringent investment criteria, contributing to organic growth[111] - Acquisition and integration costs for the nine months ended September 30, 2025 were $13.1 million, a decrease of $12.4 million or 48.6% from the same period in 2024, due to reduced merger-related expenses[140] Capital Expenditures and Financial Ratios - Capital expenditures for the nine months ended September 30, 2025, accounted for 4% of revenue, compared to 1% in the same period of 2024[113] - The company’s Return on Capital Employed (ROCE) for the twelve months ended September 30, 2025, was 13%, up from 9% in the previous year[168] Debt and Credit Facilities - The company had $12.7 million of borrowings outstanding under the Term Loan as of September 30, 2024, and no borrowings under the revolving credit facility as of September 30, 2025[162] - The revolving credit facility was increased from $110 million to $200 million, with the potential to increase to $250 million, and the maturity extended to February 27, 2030[157] - Total interest expense for the nine months ended September 30, 2025 was $1.9 million, a decrease from $2.1 million in the same period in 2024, reflecting stable debt levels[141] Operational Performance - The company operates in one reportable segment, with performance assessed at a consolidated level[171] - The financial information indicates strong operational performance and cash flow generation capabilities[170] - The increase in Free Cash Flow reflects improved operational efficiency and resource allocation[170] Compliance and Risk Management - The company is required to maintain a fixed charge coverage ratio of not less than 1.10 to 1.00 if Excess Availability is less than 20%[160] - The company is subject to various covenants under the Credit Agreement, including limitations on incurring debt and asset sales[160] - The company continues to monitor market risks and accounting standards to ensure compliance and accuracy[175] - There have been no material changes affecting market risk disclosures from the Annual Report[175] - Recent accounting pronouncements are discussed in the Summary of Significant Accounting Policies[173] - No significant changes to critical accounting estimates have occurred since the Annual Report[172]

Financial Data and Key Metrics Changes - The company's revenue for Q3 2025 was $240 million, representing a sequential increase of $16 million and a year-over-year increase of 58% [5][12] - Adjusted EBITDA for Q3 was $44 million, a decrease of $3 million sequentially, with an adjusted EBITDA margin of 18%, down from 21% sequentially [12][13] - Free cash flow for Q3 was $37 million, a sequential decrease of $15 million, with a year-to-date free cash flow of $112 million, reflecting a conversion rate of approximately 83% from adjusted EBITDA [16][17] Business Line Data and Key Metrics Changes - North America land business grew approximately 10% sequentially, driven by market share gains in drilling enhancement and well construction portfolios, and the full quarter contribution from Citadel [6][14] - International and offshore revenue grew 4% sequentially, despite softness in key markets like Mexico and Saudi Arabia [7][15] - The subsea services-related revenue in the U.S. offshore market reached a record high in Q3, indicating strong operational execution [7] Market Data and Key Metrics Changes - The company experienced growth in the Latin American market, particularly in Argentina, where sales of dissolvable plug technology increased [9] - In the Middle East, the company participated in the longest well ever drilled, showcasing its technology capabilities [8] - The Asia-Pacific market showed momentum with significant orders for subsea equipment scheduled for delivery in 2026 and 2027 [9] Company Strategy and Development Direction - The company aims to achieve adjusted EBITDA margins of 25% in the long term, with ongoing integration efforts and operational improvements expected to drive margin expansion [11][19] - The successful integration of Citadel is a key strategic initiative, enhancing market share and operational reliability [11][68] - The partnership with OneSubsea is expected to open new market opportunities and enhance competitiveness in the subsea space [10][29] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenging market environment but expressed confidence in the company's ability to execute its strategy and drive growth [4][21] - The exit from the Eldridge facility is anticipated to unlock significant margin improvements in 2026 [13][19] - Management expects adjusted EBITDA for Q4 to be between $42 million and $47 million, with revenues projected at $235 million to $245 million [19] Other Important Information - The company has a strong balance sheet with cash and equivalents totaling $163 million and no drawn amounts on its revolving credit facility [18] - Capital expenditures in Q3 were $12 million, representing approximately 5% of revenue, with expectations for CapEx to remain slightly above historical levels through the end of the year [17][18] Q&A Session Summary Question: Inquiry about downhole operational issues - Management confirmed robust improvements have been made to address previous operational issues, with plans to run jobs with the improved tool soon [24][25] Question: Details on the OneSubsea agreement - Management expressed excitement about the OneSubsea partnership, indicating that initial orders may come in late this year or early next year, with revenue recognition expected to begin in 2027 [27][29] Question: Impact of facility consolidations on margins - Management indicated that exiting the Eldridge facility will unlock significant savings and improve margins, with further consolidation efforts expected to enhance operational efficiency [34][35] Question: Market conditions in Saudi Arabia - Management noted positive signs for increased activity in Saudi Arabia, with expectations for a return to growth in the market [40][41] Question: Preference for M&A versus share buybacks - Management indicated a preference for pursuing accretive M&A opportunities while balancing shareholder returns, with a strong pipeline of potential acquisitions under review [41][42] Question: Timing for mid-20% margin target - Management expects to reach low-20s EBITDA margins by mid-next year, with potential for improvement depending on market conditions [45][48] Question: Update on integration with Citadel - Management reported successful integration with Citadel, highlighting the growth of niche technologies and cross-selling opportunities [66][68] Question: Impact of tariffs on business - Management discussed the challenges posed by tariffs but emphasized the company's flexible business model to manage costs effectively [70][72]

Q3 2025 Performance - Revenue reached $240 million, a 7% sequential increase[22] - Adjusted EBITDA stood at $44 million with an Adjusted EBITDA Margin of 18%[28] - Free Cash Flow was $37 million[28] Q4 2025 Guidance - Projected revenue is between $235 million and $245 million[28] - Anticipated Adjusted EBITDA ranges from $42 million to $47 million[28] Strategic Initiatives - Innovex closed the sale of the Eldridge Facility for $90 million[29, 38] with net proceeds of $87 million[31, 38] - The Eldridge Facility sale resulted in an 80% footprint reduction[31] Financial Health & Returns - Historically, only 2-3% of revenue is reinvested into capex[11] - 84% of Adjusted EBITDA was converted into Free Cash Flow in Q3[38] - The company has approximately $90.7 million remaining under its buyback authorization[38] Growth & Market Position - Legacy Innovex has a disciplined revenue growth with a 27% CAGR since inception[18] - On-Time Delivery for subsea operations improved to 76% in Q3 2025 from below 50% in Q3 2024[38]

Financial Performance - Revenue for Q3 2025 was $240 million, representing a 7% increase quarter over quarter[4] - Net income for the quarter was $39 million, with a net income margin of 16%[4] - Adjusted EBITDA was $44 million, yielding an adjusted EBITDA margin of 18%[4] - Total revenue for the three months ended September 30, 2025, was $240,000,000, representing a 7.8% increase from $224,234,000 in the previous quarter and a 58.1% increase from $151,817,000 in the same quarter last year[30] - Net income for the three months ended September 30, 2025, was $39,228,000, compared to $15,345,000 in the previous quarter and $82,586,000 in the same quarter last year, indicating a significant year-over-year decline[30] - Adjusted EBITDA for the three months ended September 30, 2025, was $43,613,000, down from $46,642,000 in the previous quarter but up from $27,411,000 in the same quarter last year[30] - Free Cash Flow for the three months ended September 30, 2025, was $36,522,000, compared to $51,913,000 in the previous quarter and $20,051,000 in the same quarter last year[36] Cash Flow and Capital Expenditures - Free cash flow generated during the quarter was $37 million, with net cash provided by operating activities amounting to $48 million[4][10] - The company reported a net cash provided by operating activities of $48,374,000 for the three months ended September 30, 2025, down from $59,210,000 in the previous quarter[36] - The company incurred capital expenditures of $11,852,000 during the three months ended September 30, 2025[36] Assets and Liabilities - Total assets as of September 30, 2025, were $1,253,910,000, an increase from $1,227,081,000 as of June 30, 2025[21] - Total liabilities decreased to $214,956,000 as of September 30, 2025, from $231,528,000 as of June 30, 2025[21] - Total stockholders' equity increased to $1,038,954,000 as of September 30, 2025, compared to $995,553,000 as of June 30, 2025[21] Market Position and Future Outlook - Innovex expects Q4 2025 revenue to be between $235 million and $245 million, with adjusted EBITDA projected at $42 million to $47 million[12] - The company signed an agreement to become the exclusive subsea wellhead provider for OneSubsea, aiming to enhance its market position[4] - The company continues to focus on expanding its market presence and enhancing product offerings to drive future growth[38] Operational Performance - On-time delivery for the subsea business improved to 76% during the quarter[3] - Return on Capital Employed (ROCE) for the twelve months ended September 30, 2025, was 13%[11] - The Return on Capital Employed (ROCE) for the twelve months ended September 30, 2025, was 13%, up from 12% for the previous twelve months[34] Revenue Breakdown - North America Onshore total revenue reached $131,929,000, up from $119,967,000 in the previous quarter, representing a 15.9% increase[38] - International & Offshore total revenue was $108,071,000, slightly up from $104,267,000 in the previous quarter, marking a 3.5% increase[38] - Product revenues in North America Onshore increased to $86,597,000 from $77,368,000, a rise of 11.9%[38] - Rental revenues in North America Onshore grew to $28,114,000, up from $26,698,000, indicating a 5.3% increase[38] - Service revenues in North America Onshore rose to $17,218,000, compared to $15,901,000 in the previous quarter, a growth of 8.3%[38] - International & Offshore product revenues increased to $79,205,000 from $72,081,000, a growth of 9.8%[38] - Rental revenues in International & Offshore decreased to $14,274,000 from $17,305,000, a decline of 17.5%[38] - Service revenues in International & Offshore remained stable at $14,592,000, slightly down from $14,881,000[38]

Core Insights - Innovex has successfully completed the sale of the Dril-Quip Houston Eldridge Facility for a total sale price of $90 million [1] Company Summary - The sale of the facility marks a significant transaction for Innovex, indicating a strategic move in its operational focus [1]

Financial Performance - For the six months ended June 30, 2025, Innovex's revenue was approximately $222.5 million, with net income at about $13.3 million, representing 6% of revenue[113]. - Revenues for the three months ended June 30, 2025, were $224.2 million, a 72% increase from $130.3 million in the same period of 2024[137]. - Net income for the three months ended June 30, 2025, was $15.3 million, a 61% increase from $9.5 million in the same period of 2024[150]. - Net income for the six months ended June 30, 2025, was $30.1 million, an increase of $4.1 million from the same period in 2024[162]. - Free Cash Flow for the six months ended June 30, 2025, was $75.9 million, an increase of 144% compared to $31.1 million in 2024[186]. - Adjusted EBITDA for the six months ended June 30, 2025, reached $92.6 million, up 49% from $62.0 million in the same period of 2024[182]. - Adjusted EBITDA for the six months ended June 30, 2025, was approximately 20% of revenue, down from 24% in the same period of 2024[113]. - Adjusted EBITDA Margin decreased to 20% for the six months ended June 30, 2025, from 24% in the same period of 2024[180]. - ROCE for the twelve months ended June 30, 2025, was 13%, down from 17% in 2024[184]. Market and Revenue Breakdown - The U.S. and Canadian onshore market accounted for approximately 52% of total revenue, while international and offshore markets contributed 48%[109]. - The company’s NAM market revenue for the six months ended June 30, 2025, was $240.5 million, an increase of $80.4 million from the same period in 2024[151]. - The company anticipates global upstream energy spending to remain flat through 2027, with approximately 32,000 wells expected to be drilled annually[123]. Costs and Expenses - Cost of revenues for the three months ended June 30, 2025, was $152.5 million, an 81% increase from $84.3 million in the same period of 2024[137]. - Selling, general and administrative expenses for the three months ended June 30, 2025, were $28.8 million, a 55% increase from $18.6 million in the same period of 2024[141]. - Acquisition and integration costs for the three months ended June 30, 2025, were $5.1 million, a 16% increase from $4.4 million in the same period of 2024[145]. - Total depreciation and amortization expense for the six months ended June 30, 2025, was $29.9 million, an increase of 163% from $11.4 million in the same period of 2024[155]. - Income tax expense for the three months ended June 30, 2025, was $6.9 million, a 59% increase from $4.3 million in the same period of 2024[149]. - Income tax expense for the six months ended June 30, 2025, was $13.5 million, an increase of $4.1 million from the same period in 2024[161]. - Long-lived asset impairment expense for the six months ended June 30, 2025, was $3.4 million, a decrease of $0.1 million from the same period in 2024[156]. - Acquisition and integration costs for the six months ended June 30, 2025, totaled $9.4 million, an 81% increase from $5.2 million in 2024[181]. Cash Flow and Capital Management - Net cash provided by operating activities for the six months ended June 30, 2025, was $90.3 million, an increase of 155% from the same period in 2024[167]. - Net cash used in investing activities for the six months ended June 30, 2025, was $86.3 million, an increase of 2503% from the same period in 2024[168]. - Total indebtedness was $40.7 million as of June 30, 2025[163]. - As of June 30, 2025, cash and restricted cash amounted to $68.8 million, with availability under the Revolver of $110.4 million[163]. - The effective interest rate on the Revolver for the six months ended June 30, 2025, was approximately 6.94%[165]. - Interest expense decreased by 6% to $1.3 million for the six months ended June 30, 2025, compared to $1.3 million in 2024[180]. - Innovex's capital expenditures for the six months ended June 30, 2025, were only 3% of revenue, indicating efficient capital allocation[113]. Acquisitions and Mergers - The company completed the acquisition of Citadel Casing Solutions for $69.7 million in cash, enhancing its portfolio of downhole technologies[118]. - Innovex's recent acquisition of SCF Machining Corporation for $17.7 million aims to strengthen its low-cost supply chain capabilities[117]. - The company has a disciplined acquisition strategy, having identified numerous high-quality acquisition targets to enhance growth[111]. - Innovex's recent merger with Legacy Innovex was completed on September 6, 2024, resulting in a new company structure and the ticker symbol "INVX" on the NYSE[115]. - The company acquired the remaining 80% equity interest in DWS on November 29, 2024, and has fully consolidated DWS's earnings thereafter[134].

Financial Performance - Revenue for Q2 2025 was $224 million, a decrease of 7% quarter over quarter[4] - Net income for Q2 2025 was $15 million, with a net income margin of 7%[4] - Adjusted EBITDA for Q2 2025 was $47 million, resulting in an Adjusted EBITDA margin of 21%[4] - Total revenue for the three months ended June 30, 2025, was $224,234,000, a decrease of 6.5% from $240,415,000 in the previous quarter and an increase of 72.2% from $130,302,000 in the same quarter last year[34] - Net income for the same period was $15,345,000, representing a 4% increase from $14,757,000 in the previous quarter and a 61.5% increase from $9,534,000 in the same quarter last year[21] - Adjusted EBITDA for the three months ended June 30, 2025, was $46,642,000, up from $45,921,000 in the previous quarter and significantly higher than $29,518,000 in the same quarter last year[28] - Free Cash Flow for the three months ended June 30, 2025, was $51,913,000, compared to $24,034,000 in the previous quarter and $20,893,000 in the same quarter last year[32] - The company reported an Adjusted EBITDA Margin of 21% for the three months ended June 30, 2025, compared to 19% in the previous quarter and 23% in the same quarter last year[28] Cash Flow and Assets - Free cash flow generated in Q2 2025 was $52 million, reflecting the company's capital-light business model[7] - Total current assets increased to $670,105,000 as of June 30, 2025, from $632,638,000 in the previous quarter and $294,982,000 in the same quarter last year[19] - Cash and cash equivalents increased to $68,781,000 as of June 30, 2025, from $68,116,000 in the previous quarter and significantly up from $10,356,000 in the same quarter last year[19] - The company maintained a net cash balance sheet post-acquisition, with $69 million in cash and cash equivalents[7] Acquisitions and Share Repurchase - The acquisition of Citadel Casing Solutions was completed for $70 million, which is expected to be 8% accretive to EPS[3] - The company made payments on acquisitions totaling $63,256,000 during the three months ended June 30, 2025[21] - The company repurchased 624,531 shares at an average price of $14.89 per share as of June 30, 2025[4] Future Outlook - For Q3 2025, Innovex expects total revenue to be between $230 million and $240 million[10] Operational Metrics - Return on Capital Employed (ROCE) for the twelve months ended June 30, 2025, was 13%[9] - ROCE for the twelve months ended June 30, 2025, was 13%, up from 12% in the previous period and down from 17% in the same period last year[31] - Innovex's US land revenue remained flat despite a 7% decline in rig count, indicating resilience in market share[6] - Total liabilities increased to $231,528,000 as of June 30, 2025, compared to $217,627,000 in the previous quarter and $119,132,000 in the same quarter last year[19]

Q1 2025 Performance - Innovex International's Q1 2025 revenue was $240 million, a 4% sequential decrease[17, 23] - The company's Adjusted EBITDA for Q1 2025 was $46 million, with an Adjusted EBITDA margin of 19%[17, 23] - Innovex International reported a Free Cash Flow of $24 million in Q1 2025[19, 23] Q2 2025 Guidance - Innovex International projects revenue between $225 million and $235 million for Q2 2025[23] - The company anticipates Adjusted EBITDA between $40 million and $45 million for Q2 2025[23] Strategic Initiatives - Innovex International has a definitive agreement to sell the Eldridge facility for $95 million, freeing up approximately 9% of the company's market capitalization[30, 32] - The company aims for an 85% footprint reduction at the Eldridge facility, decreasing from 113 acres to around 23 acres, expected to close in Q3 2025[29, 32] - Innovex International reduced SG&A as a percentage of revenue from 25% in Q3 2024 to 13% in Q1 2025 through annual cost synergies[29] Margin Enhancement - Innovex International is targeting a long-term Adjusted EBITDA margin of 25%[25] - The company improved on-time delivery to approximately 72% in Q1 2025, up from less than 50% in Q3 2024, with a goal to reach 95%[29]

Financial Performance - For the three months ended March 31, 2025, net income, income from operations, and Adjusted EBITDA were approximately 6%, 9%, and 19% of revenue, respectively, with capital expenditures accounting for only 3% of revenue [104]. - Revenues for the three months ended March 31, 2025, were $240.4 million, an increase of 88% from $128.0 million in the same period of 2024 [131]. - Cost of revenues for the same period was $163.9 million, up 108% from $78.9 million in 2024, primarily due to increased product costs and personnel expenses [133]. - Net income for the three months ended March 31, 2025, was $14.8 million, a decrease of 10% from $16.4 million in 2024 [143]. - Cash provided by operating activities increased to $31.1 million, a 147% increase from $12.6 million in the prior year [150]. - Adjusted EBITDA for Q1 2025 was $45.9 million, an increase of $13.4 million (41%) from $32.5 million in Q1 2024 [164]. - Free Cash Flow for Q1 2025 was $24.0 million, an increase of $13.9 million (136%) from $10.2 million in Q1 2024 [169]. - Net income for Q1 2025 was $14.8 million, a decrease of $1.7 million (10%) from $16.4 million in Q1 2024 [163]. Acquisitions and Mergers - Innovex's acquisition of 80% of DWS for $75.1 million in cash and 1,918,558 shares of common stock was completed on November 29, 2024, enhancing its market position [108]. - The company acquired SCF Machining Corporation for $17.7 million in cash on February 7, 2025, aimed at strengthening its low-cost supply chain [109]. - The company acquired the remaining 80% equity interest in DWS on November 29, 2024, fully consolidating its earnings thereafter [129]. - The merger with Legacy Innovex was completed on September 6, 2024, marking a significant strategic shift for the company [107]. - Acquisition and integration costs rose to $4.3 million, a significant increase of 455% from $0.8 million in 2024, driven by the Merger and acquisitions [138]. Market and Industry Outlook - Rystad Energy forecasts global upstream energy spending to remain flat through 2025, with a projected increase of 3% in 2027, impacting drilling activity levels [113]. - The annual number of global wells drilled is expected to rise from approximately 31,700 in 2024 to about 32,300 in 2027, reflecting a gradual recovery in the oil and gas sector [113]. Financial Position and Debt - The Credit Agreement established a $200 million senior secured revolving credit facility, maturing on February 27, 2030, increasing the maximum revolving amount from $110 million to $200 million [111]. - Total indebtedness as of March 31, 2025, was $25.2 million, with cash and restricted cash of $68.1 million and availability under the Revolver of $103.3 million [145]. - The Company had $15.6 million of borrowings under the revolving credit facility as of March 31, 2025, compared to $16.0 million as of March 31, 2024 [160]. - The effective interest rate on the Revolver was approximately 8.25% for the three months ended March 31, 2025, compared to 8.52% in 2024 [147]. - The Company is required to maintain a fixed charge coverage ratio of not less than 1.10 to 1.00 under the Credit Agreement [158]. - The Company entered into a new Credit Agreement on February 27, 2025, providing a revolving credit facility of up to $200 million [155]. Risk Factors - The Company is primarily exposed to interest rate risk through variable rate debt outstanding of $15.6 million under the Revolver as of March 31, 2025 [188]. - The Company does not engage in material hedging transactions, exposing it to commodity price risk due to fluctuations in oil and natural gas prices [185]. - A portion of the Company's revenues are derived internationally, making it susceptible to foreign currency exchange rate risk [187]. - The Company evaluates its property and equipment for impairment whenever changes in circumstances indicate that the carrying amount may not be recoverable [180]. - The Company recognized a total impairment of $2.9 million due to a significant decrease in the market price of long-lived assets related to land and buildings acquired as part of the Merger [181]. - As of March 31, 2025, the valuation allowance for deferred tax assets was $53.3 million, indicating uncertainty in future realizability [177]. - The Company regularly assesses the realizability of deferred tax assets based on projected future taxable income and tax planning strategies [177]. Corporate Strategy and Culture - Innovex's culture of "No Barriers" aims to enhance innovation speed and customer responsiveness, positioning the company favorably against larger competitors [101]. - The company maintains a conservative balance sheet to ensure operational and financial flexibility throughout industry cycles [105]. - Goodwill represents the excess of purchase price paid over the fair market value of net assets acquired, with significant assumptions involved in its evaluation [179]. - The Company utilizes independent valuation specialists to assist in determining the fair value of acquired assets during significant acquisitions [179]. - The Company believes that estimates and assumptions used in impairment assessments are reasonable, but market conditions could lead to future impairments [182].

Agreement Details - The agreement is made between INNOVEX INTERNATIONAL, INC. and BIG ACQUISITIONS LLC as of April 21, 2025[2]. - Purchaser agrees to purchase the Property from Seller for a specified Price, subject to adjustments[7]. - Purchaser must deposit Earnest Money within three business days after the Effective Date, along with a nonrefundable amount of $100[8]. - The closing date is defined as fifteen (15) days after the diligence date, which is eighty-five (85) days after the effective date[106]. - The purchase price for the property is set at $95 million[116]. - The earnest money for the transaction is set at $1,000,000.00[107]. Seller Obligations - Seller shall convey fee simple title to the Real Property to Purchaser, subject only to Permitted Title Exceptions[15]. - Seller must discharge any consensual mortgages or liens prior to the Closing Date[19]. - Seller is duly organized and authorized to transact business in the state where the Real Property is located[21]. - Seller's execution of the Agreement does not breach any other agreements or violate any laws[22]. - Seller has not received any written notice of violations regarding the Real Property, ensuring compliance with fire, health, safety, and environmental laws[24]. - Seller confirms that all Licenses and Warranties are in full force and effect, with no defaults reported[27]. - No judgments or decrees affecting the Property are unpaid or unsatisfied, ensuring clear title and operational stability[28]. - Seller and controlling persons are not included on any Government List, indicating compliance with regulatory standards[30]. - Seller must maintain insurance coverage at levels ordinarily maintained prior to the Closing Date[53]. - The Seller is responsible for all real estate taxes and special assessments due and payable on or before the Closing Date[65]. - The seller must provide written notice regarding any underground or aboveground storage tanks prior to closing[93]. - The seller is required to deliver a statutory notice related to the tax rate and bonded indebtedness of any utility district prior to final execution of the agreement[94]. Purchaser Rights and Responsibilities - Purchaser has the right to conduct investigations and evaluations of the Property until the Closing Date[10]. - Purchaser can terminate the Agreement if it decides not to pursue the acquisition by notifying Seller before the Diligence Date[14]. - Purchaser has conducted investigations of the Property and will rely solely on its own findings, accepting the Property "as-is"[40]. - Purchaser must notify Seller of any material misrepresentation within two business days of discovery, ensuring timely communication[32]. - The Purchaser's obligations are contingent upon the Seller fully performing all material obligations under the agreement without any existing defaults[47]. - The Purchaser has the right to terminate the agreement if any conditions precedent are not satisfied prior to the Closing Date[49]. - The Purchaser will assume responsibility for all expenses attributable to the period after the Closing Date, including utilities and service contracts[67]. - Purchaser may assign rights to an affiliated entity without Seller's consent, provided written notice is given[74]. Property Condition and Liabilities - Seller disclaims any representations regarding the operational performance or income potential of the Property, limiting liability[41]. - The property contains approximately 1,158,368 square feet of rentable space in total[106]. - The property is conveyed "as is," with no warranties regarding its condition or suitability for any particular purpose[137]. - The seller is not liable for the accuracy or completeness of the reports provided to the purchaser[127]. Dispute Resolution and Indemnification - In the event of a dispute, the escrowee has the right to hold the earnest money until the dispute is resolved[101]. - Each party must indemnify the other against claims for brokerage fees not covered by their respective brokers[75]. - The agreement stipulates that the seller and purchaser jointly indemnify the escrowee against any liabilities incurred[103]. Miscellaneous Provisions - Notices must be in writing and can be delivered via hand, courier, certified mail, or electronic mail[76]. - The Agreement is governed by the laws of the state where the Real Property is located[79]. - The agreement includes provisions for statutory disclosures required by Texas law[92]. - The agreement includes provisions for the delivery of property documents within five days following the effective date[112]. - The transaction includes various property documents, including title policies and reports related to the property[126]. - The seller has disclosed certain title exceptions in the Title Commitment[116]. - The Lease will provide for one right to extend the lease term for an additional six consecutive calendar months[45]. - Seller will pay a gross rent of $650,000 per month under the lease agreement, which will commence on the Closing Date and expire on December 31, 2025[45]. Termination Rights - Purchaser can terminate the Agreement if property damage exceeds $750,000 due to fire or other casualties[69]. - If damage is $750,000 or less, Purchaser will receive a credit against the Price equal to the insurance deductible[69]. - Purchaser can terminate the Agreement if any condemnation proceedings are initiated prior to the Closing Date[71]. - Seller must notify Purchaser of any condemnation proceedings within 48 hours of receipt[71]. - If Purchaser defaults and does not cure within 5 days, Seller can retain the Earnest Money as the sole remedy[72]. - If Seller defaults and does not cure within 5 days, Purchaser can either terminate the Agreement or compel Seller to perform[72].