Business Context and Reporting Period
This Form 8-K, dated September 27, 2024, reports on Innovex International, Inc. (formerly Dril-Quip, Inc.), a Delaware corporation. The filing addresses the completion of a business combination with Innovex Downhole Solutions, Inc. on September 6, 2024, which was accounted for as a reverse acquisition. Consequently, the historical financial statements of Pre-Merger Innovex are now the Company's historical statements.
Key Financial Metrics
This filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses exclusively on the change of the independent registered public accounting firm.
Material Changes
- Accountant Dismissal: Grant Thornton LLP ("GT"), the auditor for Pre-Merger Innovex, was dismissed on September 27, 2024.
- Accountant Appointment: PricewaterhouseCoopers LLP ("PwC") was appointed as the new independent registered public accounting firm on September 27, 2024.
- Reason for Change: The change was necessitated by the reverse acquisition structure, which presumptively requires a change of accountants unless the same firm audited both the legal and accounting acquirers.
Outlook, Risks, and Contingencies
Disagreements and Reportable Events: The Company reported no disagreements with GT regarding accounting principles or audit scope. However, a material weakness in internal controls over financial reporting for Pre-Merger Innovex was previously disclosed in the Company's Form S-4.
Consultations with New Auditor: No consultations occurred with PwC regarding accounting principles or audit opinions prior to their appointment, other than PwC's prior role as Dril-Quip's auditor where a material weakness related to an inventory write-down classification error was identified.
Investor Verification Checklist
- Verify the details of the material weakness in internal controls disclosed in the Form S-4 and the amended Form 10-K/A.
- Review the letter from Grant Thornton LLP (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the dismissal.
- Monitor future filings for the first audited financial statements prepared under PwC's oversight.
- Confirm the integration progress of the reverse acquisition between Dril-Quip and Pre-Merger Innovex.