UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

Form 10-K
____________________
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20182020

or
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____

Commission file no. 001-16337

Oil States International, Inc.
(Exact name of registrant as specified in its charter)
Delaware76-0476605
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002
(Address of principal executive officesand zip code)

Registrant's telephone number, including area code is (713) 652-0582

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Exchange on Which Registered
Common Stock, par value $.01 per shareOISNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [   ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [   ] No [X]

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. Yes [X] No [   ]

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.) Yes [X] No [   ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer[X]Accelerated filer[   ]
Non-accelerated filer[   ]


Smaller reporting company[   ]
Emerging growth company[   ]
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [   ] No [X]

As of June 30, 2018,2020, the aggregate market value of the voting and non-voting common stock of the registrant held by non-affiliates of the registrant was $1,899,035,183.$269,623,004.

As of February 18, 2019,12, 2021, the number of shares of common stock outstanding was 60,498,465.61,043,197.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Definitive Proxy Statement for the 20192021 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10‑K, are incorporated by reference into Part III of this Annual Report on Form 10‑K.





TABLE OF CONTENTS
Page
PART I
Cautionary Statement Regarding Forward-Looking Statements 
Item 1.Business
Item 1A.Risk Factors
Item 1B.Unresolved Staff Comments
Item 2.Properties
Item 3.Legal Proceedings
Item 4.Mine Safety Disclosures
PART IIPage
PART I
Cautionary Statement Regarding Forward-Looking Statements 
Item 1.Business
Item 1A.Risk Factors
Item 1B.Unresolved Staff Comments
Item 2.Properties
Item 3.Legal Proceedings
Item 4.Mine Safety Disclosures
PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.Selected Financial Data
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
Item 8.Financial Statements and Supplementary Data
Item 9.Changes in and Disagreements Withwith Accountants on Accounting and Financial Disclosure
Item 9A.Controls and Procedures
Item 9B.Other Information
PART III
Item 10.Directors, Executive Officers and Corporate Governance
Item 11.Executive Compensation
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.Certain Relationships and Related Transactions, and Director Independence
Item 14.Principal Accounting Fees and Services
PART IV
Item 15.Exhibits, Financial Statement Schedules
Item 16.
SIGNATURESForm 10-K Summary
SIGNATURES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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PART I
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-Kand other statements we makecontain certain “forward-looking statements”"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933(the"Securities Act”Act") and Section 21E of the Securities Exchange Act of 1934 (the"Exchange Act”Act"). Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including incorrect or changed assumptions. For a discussion of known material factors that could affect our results, please refer to “Part"Part I, Item 1. Business,” “Part" "Part I, Item 1A. Risk Factors,” “Part" "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations”Operations" and “Part"Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk”Risk" below.
You can typically identify "forward-looking statements" by the use of forward-looking words such as "may," "will," "could," "project," "believe," "anticipate," "expect," "estimate," "potential," "plan," "forecast," "proposed," "should," "seek," and other similar words. Such statements may relate to our future financial position, budgets, capital expenditures, projected costs, plans and objectives of management for future operations and possible future strategic transactions. Actual results frequently differ from assumed facts and such differences can be material, depending upon the circumstances.
While we believe we are providing forward-looking statements expressed in good faith and on a reasonable basis, there can be no assurance that actual results will not differ from such forward lookingforward-looking statements. The following are important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, our Company:us:
public health crises, such as the Coronavirus Disease 2019 ("COVID-19") outbreak in 2020, which has negatively impacted the global economy, and correspondingly, the price of oil;
the ability and willingness of the Organization of Petroleum Exporting Countries ("OPEC") and other producing nations to set and maintain oil production levels and pricing;
the level of supply of and demand for oil and natural gas;
fluctuations in the current and future prices of oil and natural gas;
the level of exploration, drilling and completion activity;
the cyclical nature of the oil and natural gas industry;
the level of exploration, drillingoffshore oil and completion activity;natural gas developmental activities;
the financial health of our customers;
political, economic and litigation efforts to restrict or eliminate certain oil and natural gas exploration, development and production activities due to concerns over the impact on certain major U.S. areas in which we operatethreat of pipeline take away capacity constraints;climate change;
the availability of and access to attractive oil and natural gas field prospects, which may be affected by governmental actions or actions of other parties which may restrict drilling and completion activities;
the level of offshore oil and natural gas developmental activities;
general global economic conditions;
the ability of the Organization of Petroleum Exporting Countries ("OPEC") to set and maintain production levels and pricing;
global weather conditions and natural disasters;
changes in tax laws and regulations;
the impact of tariffs and duties on imported raw materials and exported finished goods;
impact of environmental matters, including futureexecutive actions and regulatory or legislative efforts under the Biden Administration to adopt environmental or climate change regulations whichthat may result in increased operating costs or reduced commodityoil and natural gas production or demand globally;
our ability to timely obtain and maintain critical permits for operating facilities;
our ability to find and retain skilled personnel;
negative outcome of litigation, threatened litigation or government proceedings;
our ability to develop new competitive technologies and products;
fluctuations in currency exchange rates;
physical, digital, cyber, internal and external security breaches;
our ability to access and the availability and cost of capital;capital in the bank and capital markets;
our ability to protect our intellectual property rights;
our ability to complete the integration of acquired businesses and achieve the expected accretion in earnings; and
the other factors identified in "Part I, Item 1A. Risk Factors."
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Should one or more of these risks or uncertainties materialize, or should the assumptions on which our forward-looking statements are based prove incorrect or change, actual results may differ materially from those expected, estimated or projected. In addition, the factors identified above may not necessarily be all of the important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by us, or on our behalf. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no responsibility to publicly release the result of any revision of our forward-looking statements after the date they are made.
In addition, in certain places in this Annual Report on Form 10-K, we refer to information and reports published by third parties that purport to describe trends or developments in the energy industry. The Company doesWe do so for the convenience of our stockholders and in an effort to provide information available in the market that will assist the Company’sour investors in better understanding the market environment in which the Company operates.we operate. However, the Companywe specifically disclaimsdisclaim any responsibility for the accuracy and completeness of such information and undertakes no obligation to update such information.


Item 1.Business
Our Company
Oil States International, Inc., through its subsidiaries, is a global oilfieldprovider of manufactured products and services company servingused in the drilling, completion, subsea, production and infrastructure sectors of the oil and natural gas industry.industry, as well as in the industrial and military sectors. Our manufactured products include highly engineered capital equipment as well as products consumed in the drilling, well construction and production of oil and natural gas. Through our acquisition of GEODynamics, Inc. ("GEODynamics"), we are a leading researcher, developer and manufacturer of engineered solutions to connect the wellbore with the formation in oil and gas well completions. Oil States is headquartered in Houston, Texas with manufacturing and service facilities strategically located across the globe. Our customers include many national oil and natural gas companies, major and independent oil and natural gas companies, onshore and offshore drilling companies and other oilfield service and industrial companies. We operate through three business segments – Well Site Services, Downhole Technologies and Offshore/Manufactured Products – and maintain a leadership position with certain of our product and service offerings in each segment. In this Annual Report on Form 10‑K, references to the "Company" or "Oil States"States," or to "we," "us," "our," and similar terms are to Oil States International, Inc. and its consolidated subsidiaries.
Available Information
The Company’s InternetOur website is can be found at www.oilstatesintl.com. The Company makesWe make available, free of charge through itsour website, itsour Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, itsour proxy statement, Forms 3, 4 and 5 filed on behalf of directors and executive officers, and amendments to these reports, as soon as reasonably practicable after the Companywe electronically filesfile such material with, or furnishesfurnish such material to, the Securities and Exchange Commission (the "SEC"). The Company isWe are not including the information contained on the Company'sour website or any other website as a part of, or incorporating it by reference into, this Annual Report on Form 10‑K or any other filing the Company makeswe make with the SEC. The filings are also available through the SECSEC's website at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by calling 1-800-SEC-0330. Additionally, these filings are available on the Internet at www.sec.gov. TheOur Board of Directors of the Company (the "Board") has documented its governance practices by adopting several corporate governance policies. These governance policies, including the Company'sour Corporate Governance Guidelines, Corporate Code of Business Conduct and Ethics and Financial Code of Ethics for Senior Officers, as well as the charters for the committees of the Board (Audit Committee, Compensation Committee and Nominating & Corporate Governance Committee) may also be viewed at the Company'son our website. The financial code of ethics applies to our principal executive officer, principal financial officer, principal accounting officer and other senior officers. Copies of such documents will be provided to stockholders without charge upon written request to the corporate secretary at the address shown on the cover page of this Annual Report on Form 10‑K.
Our Business Strategy
We have historically grown our product and service offerings organically, through capital spending and also through strategic acquisitions. Our investments are focused in growth areas and on areas where we expect to be able to expand market share through our technology offerings and where we believe we can achieve an attractive return on our investment. As part of our long-term strategy, we continue to review business expansion, complementary acquisitions, invest in research and development and make organic capital expenditures to enhance our cash flows, leverage our cost structure and increase our stockholders’stockholders' returns. For additional discussion of our business strategy, please read "Part II, Item 7. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations."Operations" of this Annual Report on Form 10-K.
Recent Developments
In additionMarch of 2020, the spot price of West Texas Intermediate ("WTI") crude oil declined over 50% in response to actual and forecasted reductions in global demand for crude oil due to the COVID-19 pandemic coupled with announcements by Saudi Arabia and Russia of plans to increase crude oil production in an effort to protect market share. OPEC, its members and other state-controlled oil companies ultimately agreed to reduce production following the crude oil price collapse and many operators
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shut-in production in the United States in an effort to address rapidly collapsing demand. While crude oil prices have recovered some of their losses since reaching record low levels in April of 2020, the spot price of Brent and WTI crude oil averaged $42 and $39 per barrel during 2020 – down 35% and 31%, respectively, from their comparable 2019 averages. The ultimate magnitude and duration of the COVID-19 pandemic, the timing and extent of governmental restrictions placing limitations on the mobility and ability to work of the worldwide population, and the related impact on crude oil prices, the global economy and capital spending,markets remains uncertain. While it is difficult to assess or predict with precision the broad future effect of this pandemic on the global economy, the energy industry or us, we have invested in acquisitions of businesses complementaryexpect that the COVID-19 pandemic will continue to adversely affect demand for our growth strategy. Our acquisition strategy has allowed us to leverage our existing and acquired products and services into new geographic locations and has expanded the breadthin 2021.
Demand for most of our technologyproducts and product offerings while allowing us to leverage our cost structure. We have made strategicservices depends substantially on the level of capital expenditures invested in the oil and complementary acquisitionsnatural gas industry, which reached 15-year lows in each2020. The decline in crude oil prices, coupled with higher crude oil inventory levels in 2020, caused rapid reductions in most of our business segmentscustomers' drilling, completion and production activities and their related spending on products and services, particularly those supporting activities in recent years.the U.S. shale play regions. These conditions have and may continue to result in a material adverse impact on certain customers' liquidity and financial position, leading to further spending reductions, delays in the collection of amounts owed and, in certain instances, non-payments of amounts owed. Additionally, future actions among OPEC members and other oil producing nations as to production levels and prices could result in further declines in crude oil prices, which would prove detrimental, particularly given the weak demand environment for crude oil and associated products caused by the ongoing COVID-19 pandemic.
Following the unprecedented events commencing in March 2020, we immediately began aggressive implementation of cost reduction initiatives in an effort to reduce our expenditures to protect the financial health of our company, including the following:
reduced headcount by 32% between December 31, 2019 and December 31, 2020;
reduced capital expenditures in 2020 by 77% compared to 2019;
reduced annual short-term and long-term incentive awards; and
consolidated and closed certain facilities.
Given the COVID-19 induced economic destruction, we assessed the carrying value of goodwill and other assets based on the industry outlook regarding overall demand for and pricing of our products and services. As a result of these events, actions and assessments, we recorded the following charges during 2020:
non-cash goodwill impairment charges of $406.1 million to reduce the carrying value of our reporting units to their estimated fair value;
non-cash impairment charges of $31.2 million to reduce the carrying value of inventory to its estimated realizable value;
non-cash impairment charges of $12.4 million to decrease the carrying value of our fixed assets and leases to their estimated realizable value; and
employee severance and restructuring charges of $9.1 million.
As discussed in more detail under "– Liquidity, Capital Resources and Other Matters – Financing Activities – Revolving Credit Facility," we amended our existing Revolving Credit Facility (as defined herein) during the second quarter of 2020. In connection with this amendment, the Revolving Credit Facility size was reduced from $350 million to $200 million, with advances subject to a monthly borrowing base calculation, in exchange for suspension of the existing financial covenants from July 1, 2020 through March 30, 2021.
On December 12, 2017February 10, 2021, as discussed in more detail under "– Liquidity, Capital Resources and Other Matters – Financing Activities – Asset-based Revolving Credit Facility," we entered into an agreementa new senior secured credit facility in order to acquire GEODynamics,extend maturity, which provides oil and gas perforation systems and downhole tools in support of completion, intervention, wireline and well abandonment operations. On January 12, 2018, we closed the acquisition of GEODynamics for total consideration of approximately $615a $125.0 million (the "GEODynamics Acquisition"), consisting of (i) $295 million in cash (net of cash acquired), (ii) approximately 8.66 million shares of our common stock and (iii) an unsecured $25 million promissory note.
In connection with the GEODynamics Acquisition, we completed several financing transactions to extend the maturity of our debt, while also providing us with the flexibility to repay outstanding borrowings under ourasset-based revolving credit facility (the "Asset-based Revolving Credit Facility") under which credit availability is subject to a monthly borrowing base calculation. The Asset-based Revolving Credit Facility matures in February 2025. Concurrent with anticipated future cash flows from operations.entering into the Asset-based Revolving Credit Facility, the existing Amended Credit Agreement (as defined herein) was terminated.


On January 30, 2018,In addition, as discussed in more detail under "– Liquidity, Capital Resources and Other Matters – Financing Activities – 1.50% Convertible Senior Notes due February 2023," we sold $200opportunistically purchased a total of $34.9 million aggregate principal amount of our 1.50% convertible senior notes due 2023 (the "Notes") through a private placement to qualified institutional buyers. We received net proceeds from the offering of the Notes of approximately $194 million, after deducting issuance costs. We used the net proceeds to repay a portion of the borrowings outstanding under our revolving credit facility (the "Revolving Credit Facility"), substantially all of which were drawn to fund the cash portion of the purchase price paid for GEODynamics.
Concurrently with the Notes offering, we amended our Revolving Credit Facility (the "Amended Revolving Credit Facility") to extend the maturity date to January 2022, permit the issuance of the Notes and provide for up to $350$20.1 million in borrowing capacity.cash and recognized non-cash gains totaling $10.7 million during 2020.
On February 28, 2018, we acquired Falcon Flowback Services, LLC ("Falcon"), a full service provider of flowback and well testing services for the separation and recovery of fluids, solid debris and proppant used during hydraulic fracturing operations. Falcon provides additional scale and diversity to our Completion Services operations in key shale plays in the United States. The acquisition price was $84.2 million in cash. The Falcon acquisition was funded with borrowings under our Amended Revolving Credit Facility.
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See Note 5, "Business Acquisitions"3, "Asset Impairments and Other Charges," Note 4, "Details of Selected Balance Sheet Accounts," Note 6, "Goodwill and Other Intangible Assets," Note 7, "Long-term Debt"Debt," and Note 8, "Operating Leases," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further discussion of these acquisitions and financing transactions.discussion.
Our Industry
We principally operate in the oilfield services industry and provide a broad range of products and services to our customers through each of our business segments. See Note 14,15, "Segments and Related Information," to the Consolidated Financial Statements included in “Part II, Item 8. Financial Statements and Supplementary Data”this Annual Report on Form 10‑K for financial information by segment along with a geographical breakout of revenues and long-lived assets for each of the three years in the period ended December 31, 2018.2020. Demand for our products and services is cyclical and substantially dependent upon activity levels in the oil and natural gas industry, particularly upon the willingness of our customers' willingnesscustomers to invest capital onin the exploration for and development of crude oil and natural gas reserves. Our customers’customers' capital spending programs are generally based on their outlook for near-term and long-term commodity prices, economic growth, commodity demand and estimates of resource production. As a result, demand for our products and services is largely sensitive to expectations with respect toregarding future crude oil and natural gas prices.
Our consolidatedreported 2020 results of operations reflect the negative impact of the unprecedented decline in 2018 include contributionscrude oil prices starting in March and April of 2020 stemming from the GEODynamicsglobal response to the COVID-19 pandemic and Falcon acquisitions completedcontinued uncertainties related to future crude oil demand. The spot price of WTI crude oil averaged $39 per barrel in 2020, down 31% from the first quartercomparable prior-year average. The decline in crude oil prices, coupled with high crude oil inventory levels, has had a negative impact on customer drilling, completion and production activity. Additionally, our operations were negatively impacted by the government-imposed business closures and mandates outside of 2018the United States enacted in an effort to control the COVID-19 pandemic, which limited wellsite operations and reflect the impactrequired us and a number of industry trends and customer spending activities, which were directed toward growth in the U.S. shale play regions with a general slowing of investments in deepwater markets globally since the start of a prolonged industry downturn in 2014.our suppliers to temporarily cease certain operations.
Our historical financial results reflect the cyclical nature of the oilfield services industry – witnessed by periods of increasing and decreasing activity in each of our operating segments. Lower oil and natural gas prices in 2019 and 2020 have caused a reduction in most of our customers' drilling, completion and other production activities and related spending on our products and services. The severe industry downturn that startedreduction in demand from our customers has resulted in an oversupply of many of the services and products we provide. Such oversupply has substantially reduced the prices we can charge our customers for many of our products and services. While oil prices improved from record low levels in April of 2020, these price improvements have not resulted in significant, sustained global improvements in the second half of 2014 continued into 2017. This prolonged industry downturn has been characterized by materially reduced capital investments made bydemand or the prices we are able to charge for our customers, lower rig counts, lower completion activity, lower crude oil pricesproducts and other negative industry events. The industry decline was very rapid in the U.S. shale plays given the general lack of long-term contracts or backlog in these regions of operations.services. The U.S. rig count declined 79% from the peak454 rigs, or 56%, since December 31, 2019 to a total of 351 active rigs working as of December 31, 2020. While activity is improving off of 2020's low levels, we expect activity to be tempered in 2014 before bottoming in May of 2016. While the average U.S. rig count increased by 18% in 2018 from the 2017 average, activity2021 as our customers strive for spending levels in 2017 and 2018 were still well below 2014 levels. This significant activity decline had a material negative effect on the results of our Well Site Services segment before activities began to recover in the second half of 2017 and 2018. Our Offshore/Manufactured Products segment was also negatively impacted by the industry downturn but our results of operations declined at a slower pace given higher levels of backlog that existed at the beginning of 2014. Despite an initially slower decline in revenues and operating income when compared to our Well Site Services segment, our Offshore/Manufactured Products backlog declined materially from 2014 to 2018. This negatively impacted our results, particularly those tied to major deepwater projects. During the fourth quarter of 2018, the price of crude oil fell approximately 40% – with West Texas Intermediate crude oil closing at $45 per barrel on December 28, 2018. This precipitous decline in crude oil prices had a moderately negative impact on our fourth quarter 2018 consolidated results of operations, particularly those tied to activity in the U.S. shale play regions. We expect further customer-driven activity declines in early 2019 as customers reassessare within their capital budgets and plans in light of lower commodity prices. If the current pricing environment for crude oil does not improve or declines further, our customers may be required to further reduce their capital expenditures.cash flow targets. This may cause additional declines in thecontinued weak demand for, and prices of, our products and services, which would adversely affect our future results of operations, cash flows and financial position. For additional information about activities in each of our segments, see "Part II, Item 7. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations."


Our Well Site Services segment is primarily affected by drilling and completion activity in the United States, including the Gulf of Mexico, and, to a lesser extent, Canada and the rest of the world. U.S. drilling and completion activity and, in turn, our Well Site Services segment results, are particularly sensitive to near-term fluctuations in commodity prices, particularly WTI crude oil prices, given the call-out nature of our operations in the segment. While there have been notable improvements in recent quarters, our Well Site Services segment continues to be negatively affected by the material decline in crude oil prices from the levels seen in 2014.
Similar to our Well Site Services segment,Similarly, demand for our Downhole Technologies segment products is predominantly tied to the level ofland-based oil and natural gas exploration and production activity on landlevels in the United States.States and, to a lesser extent, internationally. The primary driver for this activity is the price of crude oil and, to a lesser extent, natural gas. Activity levels have been, and we expect will continue to be, highly correlated with hydrocarbon commodity prices. Over recentIn past years, operator spending in our industry experienced increased customer spending inhas been particularly focused on crude oil and liquids-rich exploration and development in the North AmericanU.S. shale plays utilizing enhanced horizontal drilling and completion techniques. According to rig count data published by Baker Hughes, a GE company ("Baker Hughes"), the U.S. oil rig count peaked in October 2014 at 1,609 rigs but has declined materially since late 2014 due to much lower crude oil prices, totaling 885 rigs as of December 31, 2018 (with the U.S. oil rig count having troughed at 316 rigs in May 2016, which was the lowest oil rig count during this current cyclical downturn). As of December 31, 2018, oil-directed drilling accounted for 82% of the total U.S. rig count – with the balance being natural gas related. The total U.S. rig count has increased 679 rigs, or 168%, since troughing in May of 2016, largely due to improved crude oil prices, decreased service costs and enhanced technologies applied in the shale play regions of the United States.
Demand for the products and services supplied by our Offshore/Manufactured Products segment is generally driven by both the longer-term outlook for commodity prices and changes in land-based drilling and completion activity. During 2013 and 2014, we benefited from highOver recent years, lower crude oil prices, resulting in very active bidding and quoting activity for our Offshore/Manufactured Products segment. However, the decline in crude oil prices that began in 2014 and continued into 2017, coupled with thea relatively uncertain outlook around shorter-term and possibly longer-term commodity price improvements, have caused exploration and production companies to reevaluate their future capital expenditures in regards to deepwater projects since they are expensive to drill and complete, have long lead times to first production and may be considered uneconomical relative to the risk involved. Bidding and quoting activity, along with orders from customers, for our Offshore/Manufactured Products segment continued after 2014, albeit at a substantially slower pacedeepwater projects improved in 2019 from 2018 levels. However, with reduced market visibility given the years following 2014. However, deepwater project award potential appears to be improving despitesignificant decline in crude oil prices which began in March of 2020 and associated reductions in customer spending, the current commodity price environment.segment's 2020 bookings were lower than the levels achieved in 2019.
See "Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Macroeconomic Environment" for further discussion on our industry.
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Well Site Services
Overview
For the years ended December 31, 2018, 20172020, 2019 and 2016,2018, our Well Site Services segment generated approximately 44%31%, 43%42% and 27%44%, respectively, of our consolidated revenue. Our Well Site Services segment includes a broad range of equipment and services that are used to drill for, establish and maintain the flow of oil and natural gas from a well throughout its life cycle. In this segment, our operations primarily include completion-focused equipment and services as well asand, to a much lesser extent, land drilling services. We use our fleet ofservices in the United States. Our completion tools and drilling rigs to serve our customers at well sites and project development locations. Our equipment and services are used in both onshore and offshore applications throughout the drilling, completion and production phases of a well's life cycle.
Well Site Services Market
Demand for our completion and drilling services is predominantly tied to the level of oil and natural gas exploration and production activity on land in the United States. The primary driver for this activity is the price of crude oil and, to a lesser extent, natural gas. Activity levels have been, and we expect will continue to be, highly correlated with hydrocarbon commodity prices.
CompletionOur Well Site Services
Our Completion Services operations includes the complementary Falcon business we acquired on February 28, 2018. The combined business, which is primarily marketed through the brand names Oil States Energy Services, Falcon, Tempress and Tempress,Capstar Drilling, provides a wide range of services used in the onshore and offshore oil and gas industry, including:
wellhead isolation services;
flowback and frac valve services;
wireline and coiled tubing support services;


flowback and well testing, including separators and line heaters;
downhole extended-reach technology;
pipe recovery systems;
thru-tubing milling and fishing services;
hydraulic chokes and manifolds;pipe recovery systems;
blowout preventers;
gravel pack and sand control operations on well bores;wellbores;
hydraulic chokes and manifolds;
ball launchingblowout preventer ("BOP") services; and
drilling services.
As of December 31, 2020, we provided completion and drilling services through approximately 30 locations serving our customers in the United States, including the Gulf of Mexico, and international markets. Employees in our CompletionWell Site Services businesssegment typically rig up and operate our equipment on the well site for our customers. Our Completion Services equipment is primarily used during the completion and production stages of a well. As of December 31, 2018, we provided completion services through approximately 45 distribution locations serving our customers in the United States, including the Gulf of Mexico, Canada and other international markets. We typically provide our services and equipment based on daily rates which vary depending on the type of equipment and the length of the job. Billings to our customers typically separate charges for our equipment from charges for our field technicians. We own patents or have patents pending covering some of our technology, particularly in our wellhead isolation equipment and downhole extended-reach technology product lines. Our customers in the Completion Services businessthis segment include major, independent and private oil and gas companies and other large oilfield service companies. No customer in this segmentWell Site Services represented more than 10% of our total consolidated revenue in any period presented. Competition in the CompletionWell Site Services businesssegment is widespread and includes many smaller companies, although we also compete with the larger oilfield service companies for certain equipment and services.
Drilling Services
Our Drilling Services business, which is marketed under the brand name Capstar Drilling, provides land drilling services in the United States for shallow to medium depth wells generally of less than 15,000 feet. We serve two primary markets with our Drilling Services business: the Permian Basin in West Texas and the Rocky Mountain region. Drilling services are typically used during the exploration and development stages of a field. As of December 31, 2018, we had thirty-four drilling rigs with hydraulic pipe handling booms and lift capacities ranging from 150,000 to 500,000 pounds. Twenty-four are based in the Permian Basin and ten are based in the Rocky Mountain region, although a majority of these rigs are currently stacked. Utilization of our drilling rigs averaged 30%, 29% and 12% in 2018, 2017 and 2016, respectively. Utilization improvement over this period was largely due to higher crude oil prices but has been tempered due to a shift by our customers towards newer, larger and higher horsepower rigs needed to drill extended depths and horizontal wells. We believe commodity prices should improve over the longer-term but there will be fewer wells in our depth range which could influence overall utilization of our drilling rigs.
We market our Drilling Services directly to a diverse customer base, consisting primarily of independent and private oil and gas companies. We contract on both a footage and a dayrate basis. Under a footage drilling contract, we assume responsibility for certain costs (such as bits and fuel) and assume more risk (such as the time necessary to drill) than we would on a daywork contract. Depending on market conditions and availability of drilling rigs, we see changes in pricing, utilization and contract terms. The land drilling service business is highly fragmented, and our competition consists of a small number of larger companies and many smaller companies. Our Permian Basin drilling activities primarily target oil reservoirs while our Rocky Mountain drilling activities target oil, liquids-rich and natural gas reservoirs.
Downhole Technologies
Overview
Our Downhole Technologies segment is comprised of the GEODynamics business we acquired in January 2018. GEODynamics was founded in 2004 as a researcher, developer and manufacturer of consumable engineered products used in completion applications. For the yearyears ended December 31, 2020, 2019 and 2018, our Downhole Technologies segment contributed approximately 15%, 18% and 20%, respectively, of our consolidated revenue. This segment is comprised of the GEODynamics, Inc. ("GEODynamics") business we acquired in January 2018 (the "GEODynamics Acquisition") and provides oil and gas perforation systems, downhole tools and services in support of completion, intervention, wireline and well abandonment operations. This segment designs, manufactures and markets its consumable engineered products to oilfield service as well as exploration and production companies.

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Downhole Technologies Market
Similar to our Well Site Services segment, demand for our Downhole Technologies segment products is predominantly tied to the level ofland-based oil and natural gas exploration and production activity on landlevels in the United States. The primary driverdrivers for this activity isare the price of crude oil and, to a lesser extent, natural gas. Activity levels have been, and we expect will continue to be, highly correlated with hydrocarbon commodity prices. Demand for this segment's products is also influenced by continued trends toward longer lateral lengths, increased frac stages and more perforation clusters to target increased unconventional well productivity.productivity, which requires ongoing technological and product development.
Products
Product and service offerings for this segment include advancedutilize innovations in perforation technology achieved through patented and proprietary systems combined with advanced modeling and analysis tools. ThisOur expertise has led to the optimization of perforation hole size, depth, and quality of tunnels, which are key factors for maximizing the effectiveness of hydraulic fracturing. Additional offerings include proprietary toe valve and frac plug products, which are focused on zonal isolation for hydraulic fracturing of horizontal wells, and a broad range of consumable products, such as setting tools and bridge plugs, that are used in completion, intervention and decommissioning applications.
Customers and Competitors
Our customers in the Downhole Technologies segment include other oilfield services companies as well as major, independent and private oil and gas companies. No customer in this segment represented more than 10% of our total consolidated revenue in any period presented. Competition in the Downhole Technologies business is widespread and includes many smaller companies, although we also compete with the larger oilfield service companies for certain products and services.
Offshore/Manufactured Products
Overview
For the years ended December 31, 2018, 20172020, 2019 and 2016,2018, our Offshore/Manufactured Products segment generated approximately 36%54%, 57%40% and 73%36%, respectively, of our consolidated revenue. Through this segment, we provide technology driventechnology-driven, highly-engineered products and services for offshore oil and natural gas production systems and facilities, as well as certain products and services to the offshore and land-based drilling and completion markets. Our productsProducts and services used primarily in deepwater producing regions include our FlexJoint® technology, advanced connector systems, high-pressure riser systems, compact valves, deepwater mooring systems, cranes, subsea pipeline products, specialty welding, fabrication, cladding and machining services, offshore installation services and inspection and repair services. In addition, we design, manufacture and market numerous other products and services used in both land and offshore drilling and completion activities and by non-oil and gas customers, including consumable downhole elastomer products that are utilizedused in onshore completion activities, valves and sound and vibration dampening products.products used in military applications. We have facilities that support our Offshore/Manufactured Products segment in Arlington, Houston and Lampasas, Texas; Houma, Louisiana; Oklahoma City and Tulsa, Oklahoma; the United Kingdom; Brazil; Singapore; Spain; India; Thailand; Vietnam; China;and the United Arab Emirates; and India.Emirates.
Offshore/Manufactured ProductsMarket
The market for products and services offered by our Offshore/Manufactured Products segment centers primarily on the development of infrastructure for offshore production facilities and their subsequent operations, exploration and drilling activities, and to a lesser extent, new rig and vesselon-vessel construction, refurbishments or upgrades. Demand for oil and natural gas, and the related drilling and production in offshore areas throughout the world, particularly in deeper water, drive spending for these activities. Sales of our shorter-cycle products to land-based drilling and completion markets isare driven by the level and complexity of drilling, completion and workover activity, particularly in North America.the United States.
Products and Services
In operation for more than 75 years, our Offshore/Manufactured Products segment provides a broad range of products and services for use in offshore development and drilling activities. This segment also provides products for onshore oil and natural gas, defense and general industries. Our Offshore/Manufactured Products segment is dependent in part on the industry's continuing innovation and creative applications of existing technologies. To that end, we are in the early stages of bidding on projects that facilitate the development of alternative energy sources, including offshore wind opportunities. We own various patents covering some of our technology, particularly in our connector and valve product lines.

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Offshore Development and Drilling Activities. We design, manufacture, inspect, assemble, repair, test and market OEM equipment for mooring, pipeline, production and drilling risers, and subsea applications along with equipment for offshore vessel and rig construction. Our products are components of equipment used for the drilling and production of oil and natural gas wells on offshore fixed platforms and mobile production units, including floating platforms, such as tension leg platforms, floating production, storage and offloading ("FPSO") vessels, Spars (defined below), and other marine vessels floating rigs and jack-upoffshore rigs. Our products and services include:
flexible bearings and advanced connection systems;
casing and conductor connections and joints;
subsea pipeline products;
compact ball valves, manifold system components and diverter valves;
marine winches, mooring systems, cranes and other heavy-lift rig equipment;
production, workover, completion and drilling riser systems and their related repair services;
blowout preventer ("BOP")BOP stack assembly, integration, testing and repair services;
consumable downhole products; and
other products and services, including welding, cladding and other metallurgical technologies.
Flexible Bearings and Advanced Connection Systems. We are the key supplier of flexible bearings, or FlexJoint® connectors, to the offshore oil and natural gas industry as well as weld-on connectors and fittings that join lengths of large diameter conductors or casing used in offshore drilling and production operations. A FlexJoint® is a flexible bearing that allows for rotational movement of a riser or tension leg platform tether while under high tension and/or pressure. When positioned at the top, bottom, or, in some cases, middle of a deepwater riser, it reduces the stress and loads on the riser while compensating for the pitch and rotational forces on the riser as the production facility or drilling rig moves with ocean forces. FlexJoint® connectors are used on drilling, production and export risers and are used increasingly as offshore production moves to deeper water.
Drilling riser systems provide thea vertical conduit between the floating drilling vessel and the subsea wellhead. Through the drilling riser, the drill string is guided into the well and drilling fluids are returned to the surface. Production riser systems provide the vertical conduit for the hydrocarbons from the subsea wellhead to the floating production facility. Oil and natural gas flows to the surface for processing through the production riser. Export risers provide the vertical conduit from the floating production facility to the subsea export pipelines. Our FlexJoint® connectors are a critical element in the construction and operation of production and export risers on floating production systems in deepwater.
Floating production systems, including tension leg platforms, FPSO facilities and Spars, (defined below), are a significant means of producing oil and natural gas, particularly in deepwater environments. We provide many important products for the construction of these facilities. A tension leg platform ("TLP") is a floating platform that is moored by vertical pipes, or tethers, attached to both the platform and the sea floor. Our FlexJoint® tether bearings are used at the top and bottom connections of each of the tethers, and our Merlin™ connectors are used to efficiently assemble the tether joints during offshore installation. An FPSO is a floating vessel, typically ship shaped, used to produce and process oil and natural gas from subsea wells. A Spar"Spar" is a floating vertical cylindrical structure which is approximately six to seven times longer than its diameter and is anchored in place. Our FlexJoint® connectors are used to attach the various production, injection, import or export risers to all of these floating production systems.
Casing and Conductor Connections andJoints. Our advanced connection systems provide connectors used in various drilling and production applications offshore. These connectors are welded onto pipe to provide more efficient joint to joint connections with enhanced tensile and burst capabilities that exceed those of connections machined onto plain-end-pipe. Our connectors are reusable and pliable and, depending on the application, are equipped with metal-to-metal seals. We offer a suite of connectors offering differing specifications depending on the application. Our Merlin™ connectors are our premier connectors combining superior static strength and fatigue life with fast, non-rotational make-up and a slim profile. Merlin™ connectors have been used in sizes up to 60 inches (outside diameter) for applications including open-hole and tie-back casing, offshore conductor casing, pipeline risers and TLP tendons which moor the TLP to the sea floor.
These flexible bearings and advanced connector systems are primarily manufactured through our Arlington, Texas, United Kingdom and Singapore locations.
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Subsea Pipeline Products. We design and manufacture a variety of equipment used in the construction, maintenance, expansion and repair of offshore oil and natural gas pipelines. New construction equipment includes:
pipeline end manifolds and pipeline end terminals;
deep and shallow water pipeline connectors;
midline tie-in sleds;


forged steel Y-shaped connectors for joining two pipelines into one;
pressure-balanced safety joints for protecting pipelines and related equipment from anchor snags or a shifting sea-bottom;
electrical isolation joints; and
hot-tap clamps that allow new pipelines to be joined into existing lines without interrupting the flow of petroleum product.products.
We provide diverless connection systems for subsea flowlines and pipelines. Our HydroTech® collet connectors provide a high-integrity, proprietary metal-to-metal sealing system for the final hook-up of deep offshore pipelines and production systems. They also are used in diverless pipeline repair systems and in future pipeline tie-in systems. Our lateral tie-in sled, which is installed with the original pipeline, allows a subsea tie-in to be made quickly and efficiently using proven HydroTech® connectors without costly offshore equipment mobilization and without shutting off product flow.
We provide pipeline repair hardware, including deepwater applications beyond the depth of diver intervention. Our products include:
repair clamps used to seal leaks and restore the structural integrity of a pipeline;
mechanical connectors used in repairing subsea pipelines without having to weld;
misalignment and swivel ring flanges; and
pipe recovery tools for recovering dropped or damaged pipelines.
Our subsea pipeline products are primarily designed and manufactured at three of our Houston, Texas manufacturing locations.
Compact Ball Valves, Manifold System Components and Diverter Valves. Our Piper Valve division designs and manufactures compact high pressurehigh-pressure valves and manifold system components for all environments of the oil and gas industry including onshore, offshore, drilling and subsea applications. Our valve and manifold bores are designed to closely match the inside diameter of the required pipe schedule for the system working pressure. The result is elimination ofto eliminate piping transition areas, that minimize erosion and system friction pressure loss, resultingand to result in a more efficient flow path. Our floating ball valve design with its large ball/seat interface has over 30 years of proven field service experienceapplication in upstream unprocessed produced liquids and gasses, assuringproviding reliable service. Oil States Piper Valve Optimum Flow Technology is our way of helpingallows end users to maximize space, minimize weight and increase production. These products are designed and manufactured at our Oklahoma City, Oklahoma location.
Marine Winches, Mooring Systems, Cranes and other Heavy-Lift Rig Equipment. We design, engineer and manufacture marine winches, mooring systems, cranes and certain rig equipment. Our Skagit® winches are specifically designedengineered for mooring floating and semi-submersible drilling rigs as well as positioning pipelay and derrick barges, anchor handling boats and jack-ups. Our Nautilus® marine cranes are used on production platforms throughout the world. We also design and fabricate rig equipment such as automatic pipe racking blowout preventersystems, BOP handling equipment, as well asand handling equipment used in the installation of offshore wind turbine platforms. Our engineering teams, manufacturing capability and service technicians, who install and service our products, provide our customers with a broad range of equipment and services to support their operations. Aftermarket service and support offor our installed base of equipment to our customers is also an important source of revenue to us. These products are provided through our Houma, Louisiana; Navi Mumbai, India; and Rayong, Thailand locations.
Production, Workover, Completion, Drilling and DrillingMining Riser Systems and their related repair services. Utilizing the expertise of our welding technology group,group's expertise, we have extendedcontinue to extend the boundaries of our Merlin connector technology with the design and manufacture of multiple riser systems. The unique Merlin connection hasis a proven, to be a robust solution for even the most demanding high-pressure (up to 20,000 psi) riser systems used in high-fatigue, deepwater applications. Our riser systems are designed to meet a range of static and fatigue stresses on par with those of our Tension Leg Element connectors. The connector can be welded or machined directly onto upset riser pipe and provide sufficient material to perform repair or "re-cuts" after extended service. We believe that our marine riser offers superior tension capabilities together with one of the fastest run times in the industry. Auxiliary riser system components and running tools, can be provided along with full servicefull-service inspection and repair of these riser systems byare available.
In 2020, we were awarded a contract to design and supply a new deepwater riser system (including automated tooling, a control system and marine riser) to collect polymetallic nodules from the sea floor. This mining riser system applies our facilities worldwide.30-plus years of experience in providing marine riser systems for the oil and gas industry to a new market, not tied to energy prices.
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BOP Stack Assembly, Integration, Testing and Repair Services. While not typically a manufacturer of BOP components, we design and fabricate lifting and protection frames for BOP stacks and offer the complete system integration of BOP stacks and subsea production trees. We can provide complete turnkey and design fabrication services. We also design and manufacture a variety of custom subsea equipment, such as riser flotation tank systems, guide bases, running tools and manifolds. In addition, we also offer blowout preventerBOP and drilling riser testing and repair services. These assembly and testing services are offered through our Houston, Texas, United Kingdom, Singapore and Brazil locations.


Consumable Downhole Products. North American shale play development has expanded the need for more advanced completion tools. In order to reduce well completion costs, minimizing the time to drill out tools is very important. Our Offshore/Manufactured Products segment has leveraged its knowledge of molded thermoset composites and elastomers to help meet this demand. For example, we have had success in developing and producing composite drillable zonal isolation tools (i.e., bridge/frac plugs) utilizing design and production techniques that reduce cost while still delivering high qualityhigh-quality performance. Time to drill out has beenis significantly reduced significantly in comparison to other filament wound products in the market. Our products also include:
Swab Cups - used primarily in well servicing work;
Rod Guides/Centralizers - used in both drilling and production for pipe protection;
Gate Valve and Butterfly Valve Seats – we service many markets in the valve industry including well completion, refining, and distribution;
Casing and CementingProducts – we are a custom manufacturer of cementing plugs, well borewellbore wipers, valve assemblies, combination plugs, specialty seals and gaskets; and
Service Tools – our products include frac balls, packer elements, zonal isolation tools, as well as many custom molded products used in the well servicing industry.
Other Products & Services. Our Offshore/Manufactured Products segment also produces a variety of products for use in industrial, military and other applications outside the oil and gas industry. For example, we provide:
sound and vibration isolation equipment for marine vessels;
metal-elastomeric FlexJoint® bearings used in a variety of naval and marine applications; and
metal-elastomeric FlexJoint® bearings used in a variety of naval and marine applications;
products used in the construction and maintenance of offshore wind projects; and
drum-clutches and brakes for heavy-duty power transmission in the mining, paper, logging and marine industries.
Backlog
Offshore/Manufactured Products’Products' backlog consists of firm customer purchase orders for which contractual commitments exist and delivery is scheduled. Backlog in our Offshore/Manufactured Products segment was $219 million as of December 31, 2020, compared to $280 million as of December 31, 2019 and $179 million atas of December 31, 2018, compared to $168 million at December 31, 2017 and $199 million at December 31, 2016.2018. We expect approximately 78%75% of our backlog atas of December 31, 20182020 to be recognized as revenue during 2019.2021. In some instances, these purchase orders are cancelablecancellable by the customer, subject to the payment of termination fees and/or the reimbursement of our costs incurred. While backlog cancellations have historically been insignificant, we incurred cancellations totaling $6.5$2.2 million during 20182020 and $3.5$5.0 million during 2017,2019, which we believe is attributable to lower commodity prices, the resultant decrease in capital spending by our customers and, in some cases, the financial condition of our customers. Additional cancellations may occur in the future, further reducingwhich would reduce our backlog. Our backlogBacklog is an important indicator of future Offshore/Manufactured Products’Products' shipments and major project revenues; however, backlog as of any particular date may not be indicative of our actual operating results for any future period. We believe that theThe offshore construction and development business is characterized by lengthy projects and a long "lead-time""long lead-time" order cycle. The change in backlog levels from one period to the next does not necessarily evidence a long-term trend.
Regions of Operations
Our Offshore/Manufactured Products segment provides products and services to customers in the major offshore crude oil and natural gas producing regions of the world, including the U.S. Gulf of Mexico, Brazil, West Africa, the North Sea, Azerbaijan, Russia, India, Southeast Asia, China, the United Arab Emirates and Australia. In addition, we provide shorter-cycle products to customers in the land-based drilling and completion markets in the United States and, to a lesser extent, outside the United States.
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Customers and Competitors
We market our products and services to a broad customer base, including direct end-users, engineering and design companies, prime contractors, and at times, our competitors through outsourcing arrangements. While no customer accounted for more than 10% of our consolidated revenues in 2016,2020 or 2019, Halliburton Company individually accounted for 10% and 16% of our total consolidated revenues in the years ended December 31, 2018 and 2017, respectively.2018. Our main competitors in this segment include CameronOneSubsea (a division of Schlumberger Limited), Dril-Quip, Inc., National Oilwell Varco, Inc., Baker Hughes (a GE Company),Company, Hutchinson Group (a subsidiary of Total S.A.), Sparrows Offshore Group LTD, Oceaneering International, Inc., Raina Engineers and Raina Engineers.


AFG Holdings, Inc.
Seasonality of Operations
Our operations are directly affectedimpacted by customer budgets and seasonal differencesweather conditions in weather in thecertain areas in which we operate, most notably in the Rocky Mountain region, and Northeast regions of the Gulf of Mexico. SevereUnited States, where severe winter weather conditions in the Rocky Mountain region can restrict access to work areas for our Well Site Services and Downhole Technologies segment operations. Our operations in the Gulf of Mexico are also affected by weather patterns. Weather conditions in the Gulf Coast region generally result in higher drilling activity in the spring, summer and fall months with the lowest levels of activity in the winter months.areas. In addition, summer and fall completion and drilling activity can be interrupted byrestricted due to hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf Coast. As a result, of these seasonal differences, full yearfull-year results are not likely to be a direct multiple of any particular quarter or combination of quarters.
Human Capital
Employees
As of December 31, 2018, the Company employed 3,9262020, we had a total of 2,338 full-time employees, on a consolidated basis, 49%33% of whom are in our Well Site Services segment, 13%10% of whom are in our Downhole Technologies segment, 36%54% of whom are in our Offshore/Manufactured Products segment, and 2%3% of whom are in our corporate headquarters. This comparesDuring 2020, our company-wide workforce was reduced 32% following the unprecedented decline in crude oil prices following the demand destruction caused by the global response to a totalthe COVID-19 pandemic. See "– Recent Developments" for further discussion of 3,077 full-time employees aspersonnel reductions and other cost control measures implemented during 2020 aimed at reducing costs and protecting the financial health of December 31, 2017.our company. We were party to collective bargaining agreements covering a small number offewer than 100 employees located in Argentina andoutside the United KingdomStates as of December 31, 2018.2020. We believe we have good labor relations with our employees.
Safety
The health and safety of our employees, contractors, business partners, visitors and the communities where we work is a cornerstone of our culture, "Safety Focus from the Top." We are transparent in our communications about our health, safety and environment ("HSE") commitment to employees, contractors, vendors, suppliers and customers. We solicit input to improve our programs and employee participation is a vital element in our success.
We establish global targets in an effort to promote HSE improvement and monitor our performance through real-time reporting. Executive management and operations personnel review incidents and loss trends on a weekly basis and we update our board of directors no less than monthly. For divisional and operational teams, a portion of their annual incentive compensation is linked to established safety metrics.
We seek to encourage our employees to actively participate in HSE initiatives through safety committees, behavior-based observations, and employees stopping work if at-risk conditions are observed, among other aspects of our safety management system. We monitor global compliance with our internal policies and procedures, internationally recognized/certified management systems and all applicable national, state, local and international laws and regulations.
COVID-19 Response
Our dedicated employees across the globe provided essential services to the energy industry during 2020 and continue to do so in 2021. The COVID-19 outbreak expanded into a global pandemic in early 2020 – requiring swift and effective responses by us in order to protect the health and safety of our employees and others, as well as the communities in which we operate.
We implemented measures to enable our employees to work safely, including: adjustments to facility workflows and operating schedules; enhanced cleaning procedures; health monitoring procedures; and strict travel protocols. Additionally, when possible, we requested that employees work from home to limit social contact in support of government instructions.
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Diversity
We recognize that our employees are critical to our long-term success. Our operations are global and demand a diverse workforce, which we believe provides us with a competitive advantage and allows us to better understand and communicate with a diverse population of constituents. Our strong focus on innovation necessitates an equally strong focus on technical skills and training programs, which we believe creates high performing teams that can arrive at better solutions to problems. We strive to cultivate a culture and work environment that enables us to attract, train, promote, and retain a diverse group of skilled individuals who collectively enable us to safely provide quality, innovative solutions to our customers while remaining considerate of the environment and of our communities.
We strive to align our national and cultural diversity with our global operations. For example, 74% of our full-time employee base was in the United States where we generated 73% of our revenues in 2020. We have and continue to remain focused on improving gender balance across our field and manufacturing operations, technical, business and management roles. As of December 31, 2020, women made up approximately 18% of our global workforce. Additionally, approximately 20% of our executive and senior management roles in 2020 were held by women, including our Chief Executive Officer and President who has served in this role and as a member of our Board since 2007.
Hiring, Training and Development of our Workforce
Our employee hiring, training, career development and retention practices are key to our success. We recruit and train our employees while providing competitive wages and benefits. Our industry is cyclical leading to varying headcount needs during industry cycles. We prioritize recalling our experienced employees for manufacturing and field positions to the extent possible as conditions improve following an industry downturn such as the one experienced in 2020.
We invest in continual training and development of our employees through technical and non-technical courses and programs. Employee training and development includes course work as well as on the job mentoring – emphasizing, among others matters, safety, ethical behavior, compliance with our internal policies and laws and regulations, protection of the environment, and skills and competencies necessary for a specific position. In addition to internal training and development, we also value the benefits of continuing formal education and maintain an educational assistance program that reimburses eligible expenses from accredited institutions.
Environmental and Occupational Health and Safety Matters
Our business operations are subject to numerousstringent environmental and occupational health and safety laws and regulations that may be imposed domestically at the federal, regional, state, tribal and local levels or by foreign governments. Numerous governmental entities, including domestically the U.S. Environmental Protection Agency ("EPA"), the federal Bureau of Alcohol, Tobacco, Firearms and Explosives ("ATF"), a law enforcement agency under the U.S. Department of Justice, the U.S. Occupational Safety and Health Administration ("OSHA") and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them, often requiring difficult and costly actions. These laws and regulations may, among other things, (i) require the acquisition of permits to conduct drilling and other regulated activities; (ii) restrict the types, quantities and concentration of various substances that can be released into the environment or injected into subsurface formations in connection with oil and natural gas drilling and production activities;activities and wellsite support services; (iii) limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; (iv) impose stringent regulations on the licensing or storage and use of explosives; (v) require remedial measures to mitigate pollution from former and ongoing operations, such as requirements to close pits and plug abandoned wells;wells or decommission offshore facilities; (vi) impose specific safety and health criteria addressing worker protection; and (vii) impose substantial liabilities for pollution resulting from drilling operations and well site support services.
The more significant of these existing environmental and occupational health and safety laws and regulations include the following U.S. legal standards, as amended from time to time:
the Clean Air Act ("CAA"), which restricts the emission of air pollutants from many sources and imposes various pre-construction, operational, monitoring and reporting requirements, and that the EPA has relied upon as authority for adopting climate change regulatory initiatives relating to greenhouse gas ("GHG") emissions;
the Federal Water Pollution Control Act, also known as the Clean Water Act ("CWA"), which regulates discharges of pollutants from facilities to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States;
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the Oil Pollution Act of 1990, which subjects owners and operators of vessels, onshore facilities, and pipelines, as well as lessees or permittees of areas in which offshore facilities are located, to liability for removal costs and damages arising from an oil spill in waters of the United States;
U.S. Department of the Interior ("DOI") regulations, which govern oil and natural gas operations on federal lands and waters and impose obligations for establishing financial assurances for decommissioning activities, liabilities for pollution cleanup costs resulting from operations, and potential liabilities for pollution damages;
the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), which imposes liability on generators, transporters, disposers and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur;
the Resource Conservation and Recovery Act ("RCRA"), which governs the generation, treatment, storage, transport, and disposal of solid wastes, including oil and natural gas exploration and production wastes and hazardous wastes;
the Safe Drinking Water Act ("SDWA"), which ensures the quality of the nation’snation's public drinking water through adoption of drinking water standards and controlling the injection of waste fluids into below-ground formations that may adversely affect drinking water sources;


the Emergency Planning and Community Right-to-Know Act, which requires facilities to implement a safety hazard communication program and disseminate information to employees, local emergency planning committees, and response departments on toxic chemical uses and inventories;
the Occupational Safety and Health Act,OSHA, which establishes workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures;
the Endangered Species Act ("ESA"), which restricts activities that may affect federally identified endangered and threatened species or their habitats through the implementation of operating restrictions or a temporary, seasonal, or permanent ban in affected areas;
the National Environmental Policy Act, which requires federal agencies, including the Department of the Interior,DOI, to evaluate major agency actions having the potential to impact the environment and that may require the preparation of environmental assessments and more detailed environmental impact statements that may be made available for public review and comment;
the U.S. Department of Transportation regulations, which relate to advancing the safe transportation of energy and hazardous materials, including explosives, and emergency response preparedness; and
regulations adopted by the ATF, a law enforcement agency under the U.S. Department of Justice, that impose stringent licensing conditions with respect to the acquisition, storage and use of explosives for well site support services in the oil and natural gas sector.
These environmental and occupational health and safety laws and regulations generally restrict the level of pollutants emitted to ambient air, discharges to surface water, and disposals or other releases to surface and below-ground soils and ground water. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil, and criminal penalties; the imposition of investigatory, remedial, and corrective action obligations or the incurrence of capital expenditures; the occurrence of restrictions, delays or cancellations in the permitting, development or expansion of projects; and the issuance of injunctions restricting or prohibiting some or all of our activities in a particular area. Additionally, multiple environmental laws provide for citizen suits, which allow environmental organizations to act in place of the government and sue operators for alleged violations of environmental laws. See Risk Factors under Part I, Item 1A of this Form 10‑K for further discussion on environmental laws and regulations, including with respect to hydraulic fracturing; ozone standards, induced seismicity regulatory developments; climate change, including methane or other GHG emissions; storage and use of explosives; offshore drilling and related regulatory developments, including with respect to decommissioning obligations; and other regulations relating to environmental protection. The ultimate financial impact arising from environmental laws and regulations is neither clearly known nor determinable as existing standards are subject to change and new standards continue to evolve.
Additionally, there exist regional, state, tribal and local jurisdictions in the United States where we operate that also have, or are developing or considering developing, similar environmental and occupational health and safety laws and regulations governing many of these same types of activities. Outside of the United States, there are foreign countries and provincial, regional, tribal or local jurisdictions therein where we are conducting business that also have, or may be developing, regulatory initiatives or analogous controls that regulate our environmental-related activities. While the legal requirements imposed in foreign countries or jurisdictions therein may be similar in form to U.S. laws and regulations, in some cases, the actual implementation of these requirements may impose additional, or more stringent, conditions or controls that can significantly restrict, delay or cancel the permitting, development or expansion of a project or substantiallysignificantly increase the cost of doing business. Moreover, bothAny failure by us to comply with these laws, regulations and regulatory initiatives or controls may result in the United Statesassessment of sanctions, including administrative, civil, and criminal penalties; the imposition of investigatory, remedial, and corrective action obligations or the incurrence of capital expenditures; the occurrence of restrictions, delays or cancellations in foreign countries,the permitting, development or expansion of projects; and issuance of injunctions restricting or prohibiting some or all of our activities in a particular area. We have incurred and will continue to incur operating and capital expenditures, some of which may be material, to comply with environmental and occupational health and safety laws and regulations, including new or amended legal requirementsregulations. Historically, our environmental and worker safety compliance costs have not had a material adverse effect on our results of operations. However, there can be no assurance that may arisesuch costs will not be material in the future to address potential environmental concernsor that such as air and water impacts or to address perceived health or safety-related concerns such as oil and natural gas development in close proximity to specific occupied structures and/or certain environmentally-sensitive or recreational areas, are expected to continue tofuture compliance will not have a considerable impactmaterial adverse effect on our operations.business and operational results.
We own, lease or operate numerous properties that have been used for wellsite support services for many years. We also have acquired certain properties supportive of oil and natural gas activities from third parties whose actions with respect to the management and disposal or release of hydrocarbons, hazardous substances or wastes at or from such properties were not under our control prior to acquiring them. Under environmental laws and regulations such as CERCLA and RCRA, we could incur
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strict joint and several liability due to damages to natural resources or for remediating hydrocarbons, hazardous substances or wastes disposed of or released by prior owners or operators. Moreover, an accidental release of materials into the environment during the course of our operations may cause us to incur significant costs and liabilities. We also could incur costs related to the clean-up of third-party sites to which we sent regulated substances for disposal or to which we sent equipment for cleaning, and for damages to natural resources or other claims related to releases of regulated substances at or from such third-party sites.
We have incurredOver time, both in the United States and will continue to incur operating and capital expenditures, some of which may be material, to comply within foreign countries, the trend in environmental and occupational health and safety laws and regulations. Historically, our environmental compliance costs have not had a material adverse effectregulations is to typically place more restrictions and limitations on our results of operations; however, there can be no assuranceactivities that such costs will not be materialmay adversely affect the environment or expose workers to injury. If existing regulatory requirements or enforcement policies change or new regulatory or enforcement initiatives are developed and implemented in the future, we or our customers may be required to make significant, unanticipated capital and operating expenditures. Examples of recent regulations or other regulatory initiatives in the United States include the following:
Hydraulic fracturing. Hydraulic fracturing is typically regulated by state oil and gas commissions, but the practice continues to attract considerable public, scientific and governmental attention in certain parts of the country, resulting in increased scrutiny and regulation, including by federal agencies. At the federal level, the EPA asserted federal regulatory authority under the SDWA over certain hydraulic fracturing activities involving the use of diesel fuels and published permitting guidance for such activities. Additionally, the EPA issued a final regulation under the CWA prohibiting discharges to publicly owned treatment works of wastewater from onshore unconventional oil and gas extraction facilities. In late 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources, concluding that "water cycle" activities associated with hydraulic fracturing may impact drinking water resources under certain circumstances. Also in 2016, the federal Bureau of Land Management ("BLM") under the Obama Administration published a final rule imposing more stringent standards on hydraulic fracturing on federal lands; however, in late 2018, the BLM under the Trump Administration published a final rule rescinding the 2016 final rule. Since that time, litigation challenging the BLM's 2016 final rule and the 2018 final rule has resulted in rescission in federal courts of both the 2016 rule and the 2018 final rule but appeals of one or both of those decisions are expected. Notwithstanding these regulatory developments, the Biden Administration could seek to pursue legislative, regulatory or executive initiatives that restrict hydraulic fracturing activities on federal lands. For example, the Biden Administration issued an order temporarily suspending the issuance of new leases and authorizations on federal lands and waters for a period of 60 days beginning on January 20, 2021, and subsequently issued a second order in January 2021 suspending the issuance of new leases on federal lands and waters pending completion of a study of current oil and gas practices. Although these suspensions do not limit existing operations under valid leases and are not applicable to tribal lands that the federal governmental holds in trust, further constraints may be adopted by the Biden Administration in the future. At the state level, many states have adopted legal requirements that have imposed new or more stringent permitting, public disclosure or well construction requirements on hydraulic fracturing activities, including states where our oil and gas exploration and production customers operate. States could also elect to place prohibitions on hydraulic fracturing and local governments may seek to adopt ordinances within their jurisdictions regulating the time, place or manner of drilling activities in general or hydraulic fracturing activities in particular.
Induced seismicity. In recent years, wells in the United States used for the disposal by injection of flowback water or certain other oilfield fluids below ground into non-producing formations have been associated with an increased number of seismic events, with research suggesting that the link between seismic events and wastewater disposal may vary by region and local geology. The U.S. geological survey has in the recent past identified six states with the most significant hazards from induced seismicity: Oklahoma, Kansas, Texas, Colorado, New Mexico, and Arkansas. In response to these concerns, regulators in some of the states in which our oil and gas exploration and production customers operate have adopted additional requirements related to seismicity and its potential association with hydraulic fracturing. For example, Oklahoma and Texas have issued rules for wastewater disposal wells that imposed certain permitting and operating restrictions and reporting requirements on disposal wells in proximity to faults. States such as Oklahoma have also issued orders, from time to time, for certain wells where seismic incidents have occurred to restrict or suspend disposal well operations. Another consequence of seismic events may be lawsuits alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. In countries outside of the United States where we or our customers conduct operations, there may exist similar governmental restrictions or controls over well disposal activities in an effort to limit the occurrence of induced seismicity.
Offshore marine safety. In the United States, President Biden has placed a moratorium on new oil and natural gas leases on federal lands and waters, including the federal Outer Continental Shelf ("OCS"), and he may pursue regulatory initiatives, executive actions and legislation in support of his regulatory agenda. Additionally, regulatory agencies under the Biden Administration may issue new or amended rulemakings regarding deepwater leasing,
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permitting or drilling that could result in more stringent or costly restrictions, delays or cancellations to our oil and gas exploration and production customers with respect to their offshore operations. For example, as discussed under "Hydraulic Fracturing" above, the Biden Administration has suspended the issuance of authorizations for oil and gas activities on federal lands and waters, although the suspension does not limit existing operations under valid leases. The Bureau of Ocean Energy Management ("BOEM") and the Bureau of Safety and Environmental Enforcement ("BSEE") have over the past decade, primarily under the Obama Administration, imposed more stringent permitting procedures and regulatory safety and performance requirements with respect to new wells to be drilled in federal waters. However, in recent years under the Trump Administration, there have been actions by BSEE or BOEM seeking to mitigate or delay certain of those more rigorous standards. For example, in 2016, the BOEM under the Trump Administration imposed a delay in, and ultimately rescinded in 2020, the implementation of a Notice to Lessees and Operators ("NTL") issued by BSEE under the Obama Administration that would have bolstered supplemental bonding procedures for the decommissioning of offshore wells, platforms, pipelines, and other facilities by oil and natural gas exploration and production operators on the OCS. BSEE and BOEM under the Biden Administration may reconsider rules and regulatory initiatives implemented under the Trump Administration and pursue legislation, regulations, executive actions or other regulatory initiatives that impose more stringent standards. Additionally, the Biden Administration may seek to pursue executive actions and legislation that would restrict, delay or cancel prospective leasing or drilling activities on the OCS or significantly increase financial assurances of operators for decommissioning of offshore facilities on the OCS. Our customers compliance with such new, more stringent legal requirements may result in increased costs for us or our customers and could adversely affect, delay or curtail new or ongoing drilling and development efforts by our customers. Outside of the United States, there are countries and provincial, regional, tribal or local jurisdictions therein where our customers are conducting business that also have, or may be developing, regulatory initiatives or analogous controls that regulate the permitting and regulatory safety and performance aspects of those customers’ development and production activities, which could significantly restrict, delay or cancel the leasing, permitting, development or expansion of an offshore energy project or substantially increase the cost of doing business offshore.
Ground-level ozone standards. In 2015, the EPA under the Obama Administration issued a final rule under the CAA, making the National Ambient Air Quality Standard ("NAAQS") for ground-level ozone more stringent. Since that time, the EPA has issued area designations with respect to ground-level ozone and final requirements that apply to state, local, and tribal air agencies for implementing the 2015 NAAQS for ground-level ozone and, more recently, in December 2020, the EPA, under the Trump Administration, published a final action that, upon conducting a periodic review of the ozone standard in accord with CAA requirements, elected to retain the 2015 ozone NAAQS without revision on a going-forward basis. However, several groups have filed litigation over this December decision, and the NAAQS may be subject to further revision under the Biden Administration. State implementation of the revised NAAQS could, among other things, require installation of new emission controls on some of our or our customers' equipment, result in longer permitting timelines, and significantly increase our or our customers' capital expenditures and operating costs.
Waters of the United States. In 2015, the EPA and U.S. Army Corps of Engineers ("Corps") under the Obama Administration released a final rule outlining federal jurisdictional reach under the CWA over waters of the United States, including wetlands; however, the 2015 rule was repealed by the EPA and the Corps under the Trump Administration in a final rule that became effective in December 2019 and they also published a final rule in April 2020 re-defining the term "waters of the United States" as applied under the CWA and narrowing the scope of waters subject to federal regulation. The April 2020 final rule is subject to various pending legal challenges and there is an expectation that this final rule will be reconsidered by the Biden Administration. To the extent that the EPA and the Corps under the Biden Administration revises the June 2020 final rule in a manner similar to or more stringent than the original 2015 final rule, or if any challenge to the June 2020 final rule is successful and the 2015 final rule or a revised rule again expands the scope of the CWA's jurisdiction in areas where we or our customers conduct operations, such developments could delay, restrict or halt permitting or development of projects, result in longer permitting timelines, or increased compliance expenditures or mitigation costs for our and our customers’ operations, which may reduce the rate of production from operators.
Climate change. In the United States, no comprehensive climate change legislation has been implemented at the federal level, but President Biden may pursue new climate change legislation, executive actions or other regulatory initiatives to limit GHG emissions. Moreover, with the U.S. Supreme Court finding that GHG emissions constitute a pollutant under the CAA, the EPA has adopted rules that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources, and impose new standards reducing methane emissions from oil and gas operations through limitations on venting and flaring and the implementation of enhanced emission leak detection and repair requirements. In recent years, there has been considerable uncertainty
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surrounding regulation of methane emissions, as the EPA under the Obama Administration published final regulations under the CAA establishing new source performance standards ("NSPS") for methane in 2016, but since that time the EPA has undertaken several measures for stationary sources of air emissions, including publishing the September 2020 final rule policy and technical amendments to the NSPS. The policy amendments, effective September 14, 2020, notably removed the transmission and storage sector from the regulated source category and rescinded methane and volatile organic compounds requirements for the remaining sources that were established by former President Obama's Administration, and the technical amendments, effective November 16, 2020, included changes to fugitive emissions monitoring and repair schedules for gathering and boosting compressor stations and low-production wells, recordkeeping and reporting requirements, and more. Various states and industry and environmental groups are separately challenging both the original 2016 standards and the EPA's September 2020 final rules and on January 20, 2021, President Biden issued an executive order that, among other things, directed the EPA to reconsider the technical amendments and issue a proposed rule suspending, revising or rescinding those amendments by no later than September 2021. A reconsideration of the September 2020 policy amendments is expected to follow. The January 20, 2021 executive order also directed the establishment of new methane and volatile organic compound standards applicable to existing oil and gas operations, including the production, transmission, processing and storage segments. Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as greenhouse gas cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. At the international level, there exists the United Nations-sponsored "Paris Agreement," which is a non-binding agreement for nations to limit their greenhouse gas emissions through individually-determined reduction goals every five years after 2020. While the United States had withdrawn from the Paris Agreement, President Biden has signed executive orders to recommit the United States to the Paris Agreement and to direct the federal government to formulate the United States' emissions reduction goal under the agreement. With the United States recommitting to the Paris Agreement, executive orders may be issued or federal legislation or regulatory initiatives may be adopted to achieve the agreement's goals. Separately, on January 27, 2021, President Biden issued an executive order that commits to substantial action on climate change, calling for, among other things, the increased use of zero-emissions vehicles by the federal government, the elimination of subsidies provided to the fossil fuel industry, and an increased emphasis on climate-related risks across government agencies and economic sectors. Litigation risks are also increasing, as a number of states, municipalities and other plaintiffs have sought to bring suit against the largest oil and natural gas exploration and production companies in state or federal court, alleging, among other things, that such energy companies created public nuisances by producing fuels that contributed to global warming effects, such as rising sea levels, and therefore, are responsible for roadway and infrastructure damages as a result, or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors by failing to adequately disclose those impacts. There are also increasing financial risks for fossil fuel producers and other companies supportive of the oil and natural gas industry as shareholders and bondholders currently invested in fossil-fuel energy companies concerned about the potential effects of climate change may elect in the future complianceto shift some or all of their investments into non-fossil fuel energy related sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending and investment practices and some of them may elect not to provide funding for fossil fuel energy companies. Additionally, there is the possibility that financial institutions will notbe required to adopt policies that limit funding for fossil fuel energy companies. Recently, President Biden signed an executive order calling for the development of a climate finance plan and, separately, the Federal Reserve announced that it has joined the Network for Greening the Financial System, a consortium of financial regulators focused on addressing climate-related risks in the financial sector. Finally, increasing concentrations of GHG in the Earth's atmosphere may produce climate changes that have a material adverse effect on our businesssignificant physical effects, such as increased frequency and operational results. The ultimateseverity of storms, droughts, floods, rising sea levels and other climatic events.


financial impact arising from environmental laws and regulations is neither clearly known nor determinable as existing standards are subject to change and new standards continue to evolve. AlthoughWhile we are not fully insured against allmaintain insurance coverage for certain environmental and occupational health and safety risks andthat we believe is consistent with insurance coverage held by other similarly situated industry participants, our insurance does not cover any penalties or fines that may be issued by a governmental authority, we maintain insurance coverage that we believe is sufficient based on our assessment of insurable risks and consistent with insurance coverage held by other similarly situated industry participants. Nevertheless,government authority. In addition, it is possible that other developments, such as stricter and more comprehensive environmental and occupational health and safety laws and regulations, claims for damages to property or persons or disruption of our customers' operations resulting from our actions or omissions, and imposition of penalties due to our operations, could have a material adverse effect on us and our results of operations.
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Item 1A.Risk Factors
The risks described in this Annual Report on Form 10‑K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Business and Operating Risks
Declines in crude oil prices to record low levels as a result of the COVID-19 outbreak and a significantly oversupplied crude oil market have negatively impacted, and are expected to continue to negatively impact, demand for our products and services resulting in a material negative impact on our results of operations, financial position and liquidity.
Public health crises, pandemics and epidemics, such as the ongoing outbreak of COVID-19, have adversely impacted and are expected to continue to adversely impact our operations, the operations of our customers and the global economy, including the worldwide demand for oil and natural gas and the level of demand for our services. Fear of such events has also altered the level of capital spending by oil and gas companies for exploration and production activities and adversely affected the economies and financial markets of many countries resulting in an economic downturn that has affected demand for our services. A significant majority of states as well as local jurisdictions have imposed, and others in the future may impose, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Such orders or restrictions, and the perception that such orders or restrictions could occur, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions and cancellation of events, among other effects. In an effort to minimize the spread of illness, we and our customers have implemented various worksite restrictions as well as quarantining in order to minimize the chances of a potential COVID-19 outbreak, which could result in decreased operational effectiveness and disruptions in our equipment delivery and supply chain for our customers. As of the date of filing of this Annual Report on Form 10-K for the period ended December 31, 2020, our manufacturing and services facilities are open, but our operations still face certain interruptions related to the COVID-19 pandemic. Even once the worst impacts have subsided, the COVID-19 pandemic could continue to adversely impact our business through, for example, reductions in the demand for gasoline by consumers who may be more inclined to work from home than commute to work. We are continuing to monitor the impact of COVID-19 on our business, including as a result of changes in consumer behavior, which has resulted in a decrease in the demand for crude oil and natural gas and, consequently, our products and services.
Contemporaneously with the widespread outbreak of COVID-19 in the United States, the increase in crude oil supply resulting from production escalations from OPEC, combined with a decrease in crude oil demand stemming from the uncertainties surrounding COVID-19 resulted in a sharp decline in crude oil prices. In response, a number of our exploration and production company customers announced significant reductions in capital spending for drilling, completion, production and other projects on which our products and services would be used. These reductions in spending and activity levels have negatively impacted, and we expect they will continue to negatively impact, demand for our products and services, the prices we can charge for those products and services and, as a result, our results of operations, liquidity and financial condition. Although OPEC, its members and other state-controlled oil companies ultimately agreed to reduce production and many operators have shut-in production in the United States, supply continues to exceed demand and crude oil prices remain volatile and at lower levels. Further actions among OPEC members and other producing nations as to production levels and prices could result in further declines in crude oil prices, which would prove detrimental, particularly given the weak demand environment for crude oil and associated products caused by the COVID-19 pandemic.
The extent to which COVID-19 and lower crude oil prices impacts our results, financial position and liquidity will depend on future developments, such as the availability of effective treatments and vaccines, which are highly uncertain and cannot be predicted.
Demand for the majority of our products and services is substantially dependent on the levels of expenditures by companies in the oil and natural gas industry. Lower oil and natural gas prices since 2014 have significantly reduced the demand for our products and services and the prices we are able to charge. This has had and may continue to have a material adverse effect on our financial condition and results of operations.
Demand for most of our products and services depends substantially on the level of capital expenditures by companiesinvested in the oil and natural gas industry. The significant decline in crude oil and natural gas prices, during 2014 that continuedcoupled with higher crude oil inventory levels in 2016 and 2017, before improving through the first nine months of 20182020, caused a reductionrapid reductions in most of our customers’customers' drilling, completion and other production activities and related spending on our products and services. The reduction in demand from our customers haswhich resulted in an oversupply of many of theour services and products we provide, and such oversupply has substantially reduced the prices we cancould charge our customers for many of our productsthese services and services. Although oil prices improved since the trough in 2016, these price improvements have not resulted in significant global improvements in the demand for our products and services or the prices we are able to charge. If oil prices remain persistently low or decline further, our customers’ activity levels and spending, along with the prices we charge, could worsen. In addition, aproducts. A continuation or worsening of these conditions may result in a material adverse impact on certain of our customers’ liquidity and financial position, resulting in further spending reductions, delays in the collection of amounts owing to us and similar impacts. These conditions have, had and may continue to have, an adverse impact on our financial condition, results of operations and cash flows, and it is difficult to predict how long the current depressed commodity price environment will continue.
Although conditions in
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Prices could remain highly volatile and have adverse effects on our industry improved in 2018, particularly inbusiness and operations due to numerous factors, including:
public health crises, such as the shale resource plays inCOVID-19 outbreak at the United States, crude prices again declined significantly beginning inof 2020, which has negatively impacted the fourth quarter of 2018. Givenglobal economy, and correspondingly, the historical volatilityprice of crude oil prices, there remains a degree of risk that prices could remain at current levels or deteriorate further due to increases in global inventory levels, increasing domestic crude oil production, U.S. and China trade tensions, sanctions or waivers on Iranian production, civil unrest in Libya, increasing price differentials between markets, slowing growth rates in China and other global regions, use of alternative fuels, improved vehicle fuel efficiency, a more sustained movement to electric vehicles and/or the potential for ongoing supply/demand imbalances. If oil prices remain low or decline further, we could encounter difficulties such as an inability to access needed capital on attractive terms or at all, the incurrence of asset impairment charges, the inability to meet financial ratios contained in our debt agreements, the need to reduce our capital spending and other similar impacts. For example, our reduced EBITDA during recent periods resulted in our inability to access the full borrowing capacity available under our Revolving Credit Facility as a result of the maximum leverage ratio covenant, which under our Amended Revolving Credit Facility, requires that our ratio of total net debt to consolidated EBITDA be no greater than 4.00 to 1.0 for fiscal quarters ending prior to December 31, 2018 and no greater than 3.75 to 1.0 thereafter. As more fully disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading "Liquidity, Capital Resources and Other Matters," we discuss our expectations regarding liquidity and covenant compliance for 2019.oil;
Many factors affect the supply of andworldwide demand for oil and natural gas and, therefore, influence product prices, including:gas;
the level of drilling and completion activity;
the level of oil and natural gas production;
the levels of oil and natural gas inventories;
depletion rates;
worldwide demand for oil and natural gas;
the expected cost of finding, developing and producing new reserves;


delays in major offshore and onshore oil and natural gas field permitting or development timetables;
the availability of attractive offshore and onshore oil and natural gas field prospects that may be affected by governmental actions or environmental activists that may restrict development;
the availability of transportation infrastructure for oil and natural gas, refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
global weather conditions and natural disasters;
worldwide economic activity including growth in developing countries;
national government political requirements, including the ability and willingness of OPEC to set and maintain production levels and prices for oil and government policies which could nationalize or expropriate oil and natural gas exploration, production, refining or transportation assets;
shareholder activism or activities by non-governmental organizations to limit or cease certain sources of funding for the energy sector or restrict the exploration, development, production and productiontransportation of oil and natural gas;
the impact of armed hostilities involving one or more oil producing nations;
rapid technological change and the timing and extent of development of energy sources, including liquefied natural gas or alternative fuels;as well as solar, wind and other renewable energy sources;
environmental and other governmental laws and regulations; and
domestic and foreign tax policies, including those regarding tariffs and duties.
In response to lower oil prices, many of our customers have reduced or delayed their capital spending, which reduced the demand for our products and services and exerted downward pressure on the prices paid for our products and services. Although some of our customers increased their 2018 capital expenditure budgets, these customers are still spending significantly less than their pre-2015 levels. Additionally, if oil prices remain at current levels or decline further, these customers may further reduce their spending levels. We expect that we will continue to encounter weakness in the demand for, and prices of, our products and services until commodity prices stabilize at higher levels and our customers’customers' capital spending increases. Any prolonged reduction in the overall level of exploration and production activities, whether resulting from changes in oil and natural gas prices or otherwise, could materially adversely affect our financial condition, results of operations and cash flows in many ways including by negatively affecting:
have an adverse effect on our equipment utilization, revenues, cash flows and profitability;
our ability to obtain additional capital to finance our business and the cost of that capital; and
our ability to attract and retain skilled personnel.
We might be unable to compete successfully with other companies in our industry.
The markets in which we operate are highly competitive and certain of them have relatively few barriers to entry. The principal competitive factors in our markets are product, equipment and service quality, availability, responsiveness, experience, technology, safety performance and price. In some of our product and service offerings, we compete with the oil and natural gas industry's largest oilfield service providers. These large national and multi-national companies have greater financial, technical and other resources, and greater name recognition than we do. Several of our competitors provide a broader array of services and have a stronger presence in more geographic markets. In addition, we compete with many smaller companies capable of competing effectively on a regional or local basis. Our competitors may be able to respond more quickly to new or emerging technologies and services, and changes in customer requirements. Many contracts are awarded on a bid basis, which further increases competition based on price. As a result of competition, we may lose market share or be unable to maintain or increase prices for our present products and services, or to acquire additional business opportunities, which could have a material adverse effect on our business, financial condition, and results of operations.
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Consolidation of our customers and competitors may impact our results of operations.
The oil and gas industry has historically experienced periods of consolidation which has accelerated since the COVID-19 pandemic began. Industry consolidation may result in reduced capital spending by some of our customers, the acquisition of one or more of our primary customers or competitors or consolidated entities using size and purchasing power to seek pricing or other concessions, which may lead to decreased demand for our products and services. In addition, recent, ongoing and future mergers, combinations and consolidations in our industry could result in existing competitors increasing their market share. As a result, industry consolidation may have a significant negative impact on our results of operations, financial position or cash flows.
If we do not develop new competitive technologies and products, our business and revenues may be adversely affected.
The market for our products and services is characterized by continual technological developments to provide better performance in increasingly greater depths, higher pressure levels and harsher conditions. If we are unable to design, develop and produce commercially competitive products in a timely manner in response to changes in technology, our business and revenues will be adversely affected. Many of our competitors are large multinational companies that may have significantly greater financial resources than we have, and they may be able to devote greater resources to research and development of new systems, services and technologies than we are able to do. In addition, competitors or customers may develop new technologies, which address similar or improved solutions to our existing technology. In 2019, for example, our Downhole Technologies segment sales of perforating products declined due, in part, to the introduction of integrated gun systems by its competitors. Additionally, the development and commercialization of new products and services requires substantial capital expenditures and we may not have access to needed capital at attractive rates or at all due to our financial condition, disruptions of the bank or capital markets, or other reasons beyond our control to continue these activities. Should our technologies become the less attractive solution, our operations and profitability would be negatively impacted.
Our business and results of operations could be negatively impacted by security threats, including cybersecurity threats, and other disruptions.
We may experience various security threats, including cybersecurity threats to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the safety of our employees; threats to the security of our facilities and infrastructure, or third-party facilities and infrastructure; and threats from terrorist acts. Although we devote significant resources to protect the information systems and data we rely on in our business, cybersecurity attacks in particular are evolving and include, use of phishing/ransomware attacks and fraudulent domain names/websites, among others, which increased in 2020 following the outbreak of COVID-19. While we utilize various procedures and controls to monitor these security threats and mitigate our exposure to such threats and other disruptions, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing. If any of these events were to materialize, they could lead to losses of sensitive information (including our intellectual property and customer data), critical infrastructure, personnel or capabilities, essential to our operations, and could have a material adverse effect on our reputation, financial position, results of operations, or cash flows.
Our inability to control the inherent risks of identifying and integrating businesses that we have or may acquire, including any related increases in debt or issuances of equity securities, could adversely affect our operations.
We continually review complementary acquisition opportunities and we may seek to consummate acquisitions of such businesses in the future. However, we may not be able to identify and acquire acceptable acquisition candidates on favorable terms in the future or at all. In addition, we may incur substantial indebtedness to finance future acquisitions and also may issue equity securities in connection with such acquisitions, which could impose a significant burden on our results of operations and financial condition and could result in significant dilution to stockholders.
We expect to gain certain business, financial, and strategic advantages as a result of business combinations we undertake, including synergies and operating efficiencies. However, these transactions involve risks including:
retaining key employees and customers of acquired businesses;
retaining supply and distribution relationships key to the supply chain;
increased administrative burden, including additional costs associated with regulatory compliance;
diversion of management time and attention;
developing our sales and marketing capabilities;
managing our growth effectively;
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integrating operations, workforce, product lines and technology;
managing tax and foreign exchange exposure;
operating a new line of business;
inability to pursue and protect patents covering acquired technology;
addition of acquisition-related debt and increased expenses and working capital requirements;
substantial accounting charges for restructuring and related expenses, write-off of in-process research and development, impairments of goodwill, amortization of intangible assets, and stock-based compensation expense;
becoming subject to unanticipated liabilities of the acquired business, including litigation related to the acquired business; and
achieving the expected benefits from the acquisition, including certain cost savings and operational efficiencies or synergies.
If we fail to manage any of these risks successfully, our business could be harmed. Our capitalization and results of operations may change significantly following an acquisition, and our stockholders may not have the opportunity to evaluate the economic, financial, and other relevant information that we will consider in evaluating future acquisitions.
For example, see Note 7, "Long-term Debt," and Note 14, "Commitments and Contingencies," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for a discussion of certain unanticipated issues and claims that have arisen following the GEODynamics Acquisition.
We might be unable to employ and retain a sufficient number of key personnel.
We believe that our success depends upon our ability to employ and retain key personnel with both technical and business expertise. As observed in the U.S. shale play regions such as the Permian Basin in recent years, during periods of increased activity, the demand for such personnel is high, and the supply is limited. When these events occur, our cost structure increases and our growth potential could be impaired. Conversely, during periods of reduced activity, we are forced to reduce headcount, freeze or reduce wages, and implement other cost-saving measures which could lead skilled personnel to migrate to other industries.
We depend on several significant customers in each of our business segments, and the loss of one or more such customers or the inability of one or more such customers to meet their obligations to us, could adversely affect our results of operations.
While no customer accounted for more than 10% of our consolidated revenues in 2020 or 2019, Halliburton Company individually accounted for 10% of our total consolidated revenues in 2018.
The loss of a significant portion of customers in any of our business segments, or a sustained decrease in demand by any of such customers, could result in a loss of revenues and could have a material adverse effect on our results of operations. In addition, the concentration of customers in one industry impacts our overall exposure to credit risk, in that customers may be similarly affected by changes in economic and industry conditions. While we perform ongoing credit evaluations of our customers, we do not generally require collateral in support of our trade receivables.
As a result of our industry concentration, risks of nonpayment and nonperformance by our counterparties are a concern in our business. Many of our customers finance their activities through cash flow from operations, the incurrence of debt, or the issuance of equity. In 2020, many of our customers experienced substantial reductions in their cash flows from operations, and some are experiencing liquidity shortages, lack of access to capital and credit markets, a reduction in borrowing bases under reserve-based credit facilities and other adverse impacts to their financial condition. These conditions caused a number of our customers to claim bankruptcy protection in 2020 which could continue. The inability, or failure of, our significant customers to meet their obligations to us, or their insolvency or liquidation, may adversely affect our financial results.
Weather conditions in our regions of operations may limit our ability to operate our business and could adversely affect our operating results, which are susceptible to seasonal earnings volatility.
Our operations are directly affected by seasonal differences in weather in the areas in which we operate, most notably in the Rocky Mountain and Northeast regions of the United States, where severe winter weather conditions can restrict access to work areas. In addition, summer and fall completion and drilling activity can be restricted due to hurricanes and other storms
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prevalent in the Gulf of Mexico and along the Gulf Coast. As a result of these seasonal differences, full year results are not likely to be a direct multiple of any particular quarter or combination of quarters.
Many forecasters also expect that potential climate changes may have significant physical effects, such as increased frequency and severity of storms, floods and other climatic events and could have an adverse effect on our or our customers' operations. Any unusual or prolonged severe weather or increased frequency thereof, such as freezing rain, earthquakes, hurricanes, droughts, or floods in our or our oil and gas exploration and production customers' areas of operations or markets, whether due to climate change or otherwise, could have a material adverse effect on our business, results of operations and financial condition. Our planning for normal climatic variation, insurance programs and emergency recovery plans may inadequately mitigate the effects of such weather conditions, and not all such effects can be predicted, eliminated or insured against.
Financial Risks
We may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require.
We rely on our liquidity to pay our operating and capital expenditures, interest and principal payments on debt, taxes and other similar costs. Historically, we have sought to finance the operation of our business primarily with cash on-hand and cash provided by operating activities, but we have also relied on capital from the bank and capital markets. The effect of the COVID-19 pandemic has resulted in significant disruption to and volatility in the global financial markets. For companies like ours in the energy industry, this market disruption has significantly impacted the value of our common stock; has and may continue to reduce our ability to access capital in the bank and capital markets; and has and may continue to result in capital being available on less favorable terms, all of which could negatively affect our liquidity and our ability to fund our operations. In addition, a recession or long-term market correction could further materially impact the value of our common stock, our access to capital or our liquidity or ability to generate cash from operations in the near and long-term. If we are unable to access the bank and capital markets on favorable terms, or if we are not successful in raising capital at an attractive cost within the time period required or at all, we may not be able to grow or maintain our business, which could have a material adverse effect on our business, results of operations and financial condition.
Backlog in our Offshore/Manufactured Products segment is subject to unexpected adjustments and cancellations and, therefore, has limitations as an indicator of our future revenues and earnings.
The revenues projected in our Offshore/Manufactured Products segment backlog may not be realized or, if realized, may not result in profits. Because of potential changes in the scope or schedule of our customers' projects, we cannot predict with certainty when or if backlog will be realized. Material delays, cancellations or payment defaults could materially affect our financial condition, results of operations, and cash flows.
Some of the contracts in our backlog are cancellable by the customer, subject to the payment of termination fees and/or the reimbursement of our costs incurred. We typically have no contractual right to the total revenues reflected in our backlog once a project is canceled. While backlog cancellations have not been significant in the past, we incurred cancellations totaling $2.2 million, $5.0 million and $6.5 million during 2020, 2019 and 2018, respectively. If commodity prices do not further improve, or decline, we may incur additional cancellations or experience further declines in our backlog.
We may assume contractual risks in developing, manufacturing and delivering products in our Offshore/Manufactured Products business segment.
Many of our products from our Offshore/Manufactured Products segment are ordered by customers under frame agreements or project-specific contracts. In many cases these contracts stipulate a fixed price for the delivery of our products and impose liquidated damages or late delivery fees if we do not meet specific customer deadlines. Our actual costs, and any gross profit realized on these fixed-price contracts, may vary from the expected contract economics for various reasons, including but not limited to:
errors or omissions in estimates or bidding;
changes in availability and cost of materials and labor;
failures of our suppliers to deliver raw materials and other goods that comply with our specifications;
variations in productivity from our original estimates;
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changes in tariffs or tax regimes; and
material changes in foreign currency exchange rates.
These variations and the risks inherent in our projects may result in reduced profitability or losses on projects. Depending on the size of a project, variations from estimated contract performance could have a material adverse impact on our operating results.
In addition, there are other risks and liabilities associated with these contracts, such as consequential damages payable (generally as a result of our gross negligence or willful misconduct), unforeseen technical or logistical challenges in fulfilling the contracts, or warranty claims, any of which could result in our not being fully or properly compensated for the cost to develop, design, and manufacture the final product and resulting in a significant impact on our reported operating results as we progress towards completion of major jobs.
Exchange rate fluctuations could adversely affect our U.S. reported results of operations and financial position.
In the ordinary course of our business, we enter into purchase and sales commitments that are denominated in currencies that differ from the functional currency used by our operating subsidiaries. Currency exchange rate fluctuations can create volatility in our consolidated financial position, results of operations, and/or cash flows. Although we may enter into foreign exchange agreements with financial institutions in order to reduce our exposure to fluctuations in currency exchange rates, these transactions, if entered into, will not eliminate that risk entirely. To the extent that we are unable to match revenues received in foreign currencies with expenses paid in the same currency, exchange rate fluctuations could have a negative impact on our consolidated financial position, results of operations, and/or cash flows. Additionally, because our consolidated financial results are reported in U.S. dollars, if we generate net revenues or earnings in countries whose currency is not the U.S. dollar, the translation of such amounts into U.S. dollars can result in an increase or decrease in the amount of our net revenues and earnings depending upon exchange rate movements. As a result, a material decrease in the value of these currencies relative to the U.S. dollar may have a negative impact on our reported results of operations and cash flows. Any currency controls implemented by local monetary authorities in countries where we currently operate could also adversely affect our business, financial condition, and results of operations.
Given the cyclical nature of our business,a severe prolonged downturn could negatively affect the value of our goodwill and other intangible assets.
As of December 31, 2018,2020, goodwill and other intangible assets represented 32%7% and 13%18%, respectively, of our total assets. We record goodwill when the consideration we pay in acquiring a business exceeds the fair market value of the tangible and separately measurable intangible net assets of that business. We are required to periodicallyat least annually review the goodwill and other intangible assets of our applicable reporting units (Completion Services, Downhole Technologies and Offshore/Manufactured Products) for impairment in value and to recognize a non-cash charge against earnings causing a corresponding decrease in stockholders’stockholders' equity if circumstances, some of which are beyond our control, indicate that the carrying amounts will not be recoverable. It
In the first quarter of 2020, we recognized goodwill impairment charges totaling $406.1 million in our Completion Services, Downhole Technologies and Offshore/Manufactured Products reporting units due to, among other factors, the significant decline in our stock price and that of our peers and reduced growth rate expectations given weak energy market conditions resulting from the demand destruction caused by the global response to the COVID-19 pandemic. In addition, the estimated returns required by market participants increased materially in our March 31, 2020 assessment from our assessment as of December 1, 2019, resulting in higher discount rates used in the discounted cash flow analysis.
While no additional provisions for impairment were identified during our December 1, 2020 assessment, it is possible that we could recognize goodwill andor other intangible assets impairment losses in the future if, among other factors:
global economic and industry conditions deteriorate;
the outlook for future profits and cash flow for any of our reporting units deteriorate further as the result of many possible factors, including, but not limited to, increased or unanticipated competition, technology becoming obsolete,lack of technological development, further reductions in customer capital spending plans, loss of key personnel, adverse legal or regulatory judgment(s), future operating losses at a reporting unit, downward forecast revisions, or restructuring plans;
laws, executive actions or regulatory initiatives are imposed, which significantly restrict, delay or otherwise reduce the drilling, completion and production of oil and natural gas wells;
domestic and/or foreign income tax rates increase, or regulations change;
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costs of equity or debt capital increase;
valuations for comparable public companies or comparable acquisition valuations deteriorate; or
our stock price experiences a sustained decline.


Laws and regulations regarding hydraulic fracturing could increase our costs of doing business and result in additional operating restrictions, delaysLegal or cancellations in the completion of oil and natural gas wells that may reduce demand for our products and services and could have a material adverse effect on our business, results of operations and financial condition.
Although we do not directly engage in hydraulic fracturing, a material portion of our Completion Services, Downhole Technologies and Offshore/Manufactured Products operations support many of our oil and natural gas exploration and production customers in such activities. Hydraulic fracturing is an important and commonly used process for the completion of oil and natural gas wells in targeted subsurface formations with low permeability, such as shale formations, and involves the pressurized injection of water, sand or other proppants and chemical additives into rock formations to stimulate oil and natural gas production.
Hydraulic fracturing onshore in the United States is typically regulated by state oil and natural gas commissions and similar agencies. However, the practice has become increasingly controversial in certain parts of the country, resulting in increased scrutiny and regulation, including by federal agencies.
For example, the EPA has asserted regulatory authority over certain hydraulic fracturing activities under the SDWA involving the use of diesel fuels and published guidance covering such activities as well as published an Advance Notice of Proposed Rulemaking to collect data on chemicals used in hydraulic fracturing under the Toxic Substances Control Act. Also, in 2016, the EPA published an efficient limit guideline final rule under the Clean Water Act prohibiting the discharge of wastewater from onshore unconventional oil and natural gas extraction facilities to publicly owned wastewater treatment plants. Additionally, in 2015, the federal Bureau of Land Management ("BLM") published a final rule establishing new or more stringent standards for performing hydraulic fracturing on federal and American Indian lands but the BLM rescinded the rule in December 2017; however, litigation was filed in federal court in January 2018 challenging the BLM’s rescission of the 2015 rule and legal challenges remain pending. Also, from time to time, Congress has considered legislation to provide for federal regulation of hydraulic fracturing in the United States and to require disclosure of the chemicals used in the hydraulic fracturing process. In addition to asserting regulatory authority, a number of federal entities have reviewed various environmental issues associated with hydraulic fracturing. For example, in 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources, concluding that "water cycle" activities associated with hydraulic fracturing may impact drinking water resources under certain circumstances.
At the state level, some states have adopted and other states are considering adopting legal requirements that could impose new or more stringent permitting, public disclosure or well construction requirements on hydraulic fracturing activities, including states where we or our customers operate. States could elect to prohibit high volume hydraulic fracturing altogether, following the approach taken by the State of New York. Local governments may also seek to adopt ordinances within their jurisdictions regulating the time, place or manner of drilling activities in general or hydraulic fracturing activities in particular.
In the event that new or more stringent federal, state or local legal restrictions relating to use of the hydraulic fracturing process in the United States are adopted in areas where our oil and natural gas exploration and production customers operate, those customers could incur potentially significant added costs to comply with requirements relating to permitting, construction, financial assurance, monitoring, recordkeeping, and/or plugging and abandonment, as well as could experience delays or curtailment in the pursuit of production or development activities, any of which could reduce demand for the products and services of each of our business segments and have a material adverse effect on our business, financial condition, and results of operations.
Moreover, non-governmental organizations may seek to restrict hydraulic fracturing. For example, certain interest groups in Colorado opposed to oil and natural gas development generally, and hydraulic fracturing in particular, have from time to time advanced various options for ballot initiatives that, if approved, would allow revisions to state statutes or the constitution in a manner that would make such exploration and production activities in the state more difficult or expensive in the future. In each of the November 2014, 2016 and 2018 general election cycles in Colorado, ballot initiatives have been pursued, with the 2018 initiative making the November 2018 ballot, seeking to increase setback distances between new oil and natural-gas development and specific occupied structures and/or certain environmentally sensitive or recreational areas that, if adopted, may have had significant adverse impacts on new oil and natural-gas development in the state. However, in each election cycle, the ballot initiative either did not secure a place on the general ballot or, as was the case in November 2018, was defeated. Similar initiatives may be pursed in Colorado and other states in the future.
In foreign countries outside of the United States, including provincial, regional, tribal or local jurisdictions therein where we conduct operations, there may exist similar governmental restrictions or controls on our customers’ hydraulic fracturing activities, which, if such restrictions or controls exist or are adopted in the future, our customers may incur significant costs to comply with such requirements or may experience delays or curtailment in the permitting or pursuit of their operations, which could have a material adverse effect on our business, results of operations and financial condition.


The explosion of dangerous materials used in our business could disrupt our operations and adversely affect our business, results of operations and financial conditions.
Our Downhole Technologies business operations include the licensing, storage and handling of explosive materials. Despite our use of specialized facilities to store and handle dangerous materials and our employee training programs, the storage and handling of explosive materials could result in explosive incidents that temporarily shut down or otherwise disrupt our or our customers’ operations or could cause restrictions, delays or cancellations in the delivery of our services. It is possible that such an explosion could result in death or significant injuries to employees and other persons. Material property damage to us, our customers and third parties arising from an explosion or resulting fire could also occur. Any explosion could expose us to adverse publicity and liability for damages or cause production restrictions, delays or cancellations, any of which could have a material adverse effect on our operating results, financial condition and cash flows. Moreover, failure to comply with applicable requirements or the occurrence of an explosive incident may also result in the loss of our license to store and handle explosives, which would have a material adverse effect on our business, results of operations and financial conditions.
Federal or state legislative and regulatory initiatives related to induced seismicity could result in operating restrictions or delays in the drilling and completion of oil and natural gas wells that may reduce demand for our products and services and could have a material adverse effect on our business, results of operations and financial condition.
Our oil and natural gas producing customers dispose of flowback water or certain other oilfield fluids gathered from oil and natural gas producing operations in accordance with permits issued by government authorities overseeing such disposal activities. While these permits are issued pursuant to existing laws and regulations, these legal requirements are subject to change based on concerns of the public or governmental authorities regarding such disposal activities. One such concern relates to seismic events near underground disposal wells used for the disposal by injection of flowback water or certain other oilfield fluids resulting from oil and natural gas activities. When caused by human activity, such events are called induced seismicity. Developing research suggests that the link between seismic activity and wastewater disposal may vary by region and local geology. For example, in 2016, the United States Geological Survey identified six states with the most significant hazards from induced seismicity, including Oklahoma, Kansas, Texas, Colorado, New Mexico, and Arkansas. In response to concerns regarding induced seismicity, regulators in some states have imposed, or are considering imposing, additional requirements in the permitting of produced water disposal wells or otherwise to assess any relationship between seismicity and the use of such wells. For example, Oklahoma has issued rules for wastewater disposal wells that imposed certain permitting and operating restrictions and reporting requirements on disposal wells in proximity to faults and also, from time to time, is developing and implementing plans directing certain wells where seismic incidents have occurred to restrict or suspend disposal well operations. The Texas Railroad Commission has adopted similar rules. In addition, another consequence of seismic events may be lawsuits alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. One or more of these developments could result in additional regulation and restrictions on the use of injection wells by our customers to dispose of flowback water and certain other oilfield fluids. Increased regulation and attention given to induced seismicity also could lead to greater opposition, including litigation, to oil and natural gas activities utilizing injection wells for waste disposal. As a result, our customers may have to limit disposal well volumes, disposal rates or locations, or require our customers or third party disposal well operators that are used to dispose of customers’ wastewater to shut down disposal wells, which developments could adversely affect our customers’ business and result in a corresponding decrease in the need for our products and services, which could have a material adverse effect on our business, financial condition, and results of operations.Regulatory Risks
We do business in international jurisdictions which exposes us to unique risks.
A portion of our revenue and net assets are attributable to operations in foreign countries.countries outside the United States. Risks associated with our international operations in foreign areas include, but are not limited to:
expropriation, confiscation or nationalization of assets;
renegotiation or nullification of existing contracts;
foreign capital controls or similar monetary or exchange limitations;
foreign currency fluctuations;
foreign taxation;
tariffs and duties on imported and exported goods;
the inability to repatriate earnings or capital in a tax efficient manner;
changing political conditions;
economic or trade sanctions;
changing foreign and domestic monetary and trade policies;

regulatory restrictions or controls more stringently applied or enforced;

changes in trade activity;
military or social political, military, and economic situations, such as a widespread outbreak of an illness such as COVID-19 or other public health issues, in foreign areas where we do business, and the possibilities of war, other armed conflict or terrorist attacks; and
regional economic downturns.
Additionally, in some jurisdictions we are subject to foreign governmental regulations favoring or requiring the awarding of contracts to local contractors, or requiring foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These regulations may adversely affect our ability to compete in such jurisdictions.
The U.S. Foreign Corrupt Practices Act (the "FCPA"), and similar anti-bribery laws in other jurisdictions, including the United Kingdom Bribery Act 2010, generally prohibit companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. We operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices and impact our business. Any failure to comply with the FCPA or other anti-bribery legislation could subject us to civil and criminal penalties or other sanctions, which could have a material adverse impact on our business, financial condition and results of operations. We could also face fines, sanctions, and other penalties from authorities in the relevant foreign jurisdictions, including prohibition of our participating in, or curtailment of, business operations in those jurisdictions and the seizure of assets. Additionally, we may have competitors who are not subject to the same ethics-related laws and regulations which provides them with a competitive advantage over us by securing business awards, licenses, or other preferential treatment, in those jurisdictions using methods that certain ethics-related laws and regulations prohibit us from using.
The regulatory regimes in some foreign countries may be substantially different than those in the United States, and may be unfamiliar to U.S. investors. Violations of foreign laws could result in monetary and criminal penalties against us or our subsidiaries and could damage our reputation and, therefore, our ability to do business.
The ultimate impact of recent changes to tariffs and duties imposed by the United States and other countries is uncertain. We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. In 2018, the United States imposed tariffs on a variety of imported products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. The effect of these new tariffs and the application and interpretation of existing trade agreements and customs, anti-dumping and countervailing duty regulations continues to evolve,
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and we continue to monitor these matters. If we encounter difficulty in procuring these raw materials and component products, or if the prices we have to pay for these products increase further as a result of customs, anti-dumping and countervailing duty regulations or otherwise, and we are unable to pass corresponding cost increases on to our customers, our financial position and results of operations could be adversely affected. Furthermore, uncertainty with respect to potential costs in the drilling and completion of oil and gas wells could cause our customers to delay or cancel planned projects which, if this occurred, would adversely affect our financial position and results of operations. See Note 13,14, "Commitments and Contingencies.Contingencies,"
Additional domestic and international deepwater drilling laws, regulations and other restrictions, delays in the processing and approval of drilling permits and exploration, development, oil spill-response and decommissioning plans and other offshore-related developments may have a material adverse effect on our business, financial condition, or results of operations.
The Bureau of Ocean Energy Management ("BOEM") and the Bureau of Safety and Environmental Enforcement ("BSEE"), each an agency of the U.S. Department of the Interior, have, over time, imposed more stringent permitting procedures and regulatory safety and performance requirements for new wells to be drilled in federal waters. Compliance with these more stringent regulatory requirements and with existing environmental and oil spill regulations, together with any uncertainties or inconsistencies in decisions and rulings by governmental agencies, delays in the processing and approval of drilling permits or exploration, development, oil spill-response and decommissioning plans and possible additional regulatory initiatives could result in difficult and more costly actions and adversely affect, delay or curtail new drilling and ongoing development efforts.
Additionally, these governmental agencies are continuing to evaluate and, as necessary, develop and implement new, more restrictive requirements that could result in additional costs, delays, restrictions or obligations with respect to oil and natural gas exploration and production operations conducted offshore. For example, in 2016, the BSEE published a final rule on well control that, among other things, imposes rigorous standards relating to the design, operation and maintenance of blowout preventers, real-time monitoring of deepwater and high temperature, high pressure drilling activities, and enhanced reporting requirements. Pursuant to President Trump’s Executive Orders of March 2017 and April 2017 ("Executive Orders"), however, the BSEE initiated a review of the well control regulations to determine whether the rules are consistent with the stated policy of encouraging energy exploration and production, while ensuring that any such activity is safe and environmentally responsible. One consequence ofConsolidated Financial Statements included in this review is that in September 2018, the BSEE published final revisions to its regulations regarding offshore drilling safety equipment, which


includes the removal of the requirementAnnual Report on Form 10‑K for offshore operators to certify through an independent third party that their critical safety and pollution prevention equipment (e.g., subsea safety equipment, including blowout preventers) is operational and functioning as designed in the most extreme conditions. Another consequence of this BSEE review is that, in May 2018, the BSEE issued a proposed rule to revise its existing regulations for well control and blowout preventer systems that was bolstered under its 2016 final rule, but the May 2018 proposed rule has not been finalized.
Moreover, in 2016, the BOEM issued a Notice to Lessees and Operators ("NTL") that would bolster supplemental bonding procedures for the decommissioning of offshore wells, platforms, pipelines, and other facilities by oil and natural gas exploration and production operators, some of whom are our customers, on the Outer Continental Shelf ("OCS"). However, since the BOEM’s issuance of the NTL, the agency has delayed indefinitely beyond June 30, 2017, the implementation timeline of the NTL for most of those facilities so that BOEM could further assess this financial assurance program. This delay is expected to be temporary and following completion of its review, the BOEM may elect to retain the 2016 NTL in its current form or may make revisions thereto. Consequently, until the review is completed and the BOEM determines what additional financial assurance may be required of operators on the OCS, which additional assurance amounts could be significant, we are unable to assess the extent to which our customers on the OCS will be able to comply with any such assurance obligations. Significant increases in financial assurance could adversely affect the ability of our customers to operate on the OCS, which could reduce demand for our products and services to those customers. Also, in 2016, the BOEM published a proposed rule that would update existing air emissions requirements relating to offshore oil and natural gas activity on the OCS which would include a requirement to report and track pollutant emissions affecting human health and public welfare. However, pursuant to the Executive Orders, the BOEM has ceased rulemaking activities and is reviewing the continuing need for the proposed air quality rule.
These regulatory actions, or any new rules, regulations, or legal initiatives could delay or disrupt our customers’ operations, increase the risk of expired leases due to the time required to develop new technology, result in increased supplemental bonding and costs and limit activities in certain areas, or cause our customers to incur penalties, fines, or shut-in production at one or more of their facilities or result in the suspension or cancellation of leases, any or all of which could reduce demand for our products and services. While the Trump Administration has generally indicated an interest in scaling back or rescinding regulations that inhibit the development of the U.S. oil and natural gas industry, it is difficult to predict the extent to which such policies will be implemented or the outcome of any litigation challenging such implementation.
Also, if material spill events were to occur in the future, the United States or other countries where such an event were to occur could elect to issue directives to temporarily cease drilling activities and, in any event, may from time to time issue further safety and environmental laws and regulations regarding offshore oil and natural gas exploration and development, any of which developments could have a material adverse effect on our business. We cannot predict with any certainty the full impact of any new laws, regulations or legal initiatives on our customers’ drilling operations or on the cost or availability of insurance to cover the risks associated with such operations. The matters described above, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.
Consolidation of our customers and competitors may impact our results of operations.
The oil and gas industry has experienced periods of consolidation in the past. Industry consolidation may result in reduced capital spending by some of our customers, the acquisition of one or more of our primary customers or competitors or consolidated entities using size and purchasing power to seek pricing or other concessions, which may lead to decreased demand for our products and services. In addition, recent, ongoing and future mergers, combinations and consolidations in our industry could result in existing competitors increasing their market share and may result in stronger competitors. As a result, industry consolidation may have a significant negative impact on our results of operations, financial position or cash flows.
Exchange rate fluctuations could adversely affect our U.S. reported results of operations and financial position.
In the ordinary course of our business, we enter into purchase and sales commitments that are denominated in currencies that differ from the functional currency used by our operating subsidiaries. Currency exchange rate fluctuations can create volatility in our consolidated financial position, results of operations, and/or cash flows. Although we may enter into foreign exchange agreements with financial institutions in order to reduce our exposure to fluctuations in currency exchange rates, these transactions, if entered into, will not eliminate that risk entirely. To the extent that we are unable to match revenues received in foreign currencies with expenses paid in the same currency, exchange rate fluctuations could have a negative impact on our consolidated financial position, results of operations, and/or cash flows. Additionally, because our consolidated financial results are reported in U.S. dollars, if we generate net revenues or earnings in countries whose currency is not the U.S. dollar, the translation of such amounts into U.S. dollars can result in an increase or decrease in the amount of our net revenues and earnings depending upon exchange rate movements. As a result, a material decrease in the value of these currencies relative to the U.S. dollar may have a negative impact on our reported


revenues, net income, and cash flows. Any currency controls implemented by local monetary authorities in countries where we currently operate could also adversely affect our business, financial condition, and results of operations.discussion.
The results of the United Kingdom’s referendum on withdrawalKingdom's decision to withdraw from the European Union including the subsequent exchange rate fluctuations and political and economic uncertainties may have a negative effect on global economic conditions, financial markets and our business.
We are a multinational company and are subject to the risks inherent in doing business in other countries, including the United Kingdom (the "U.K."). In June 2016, a majority of voters in the U.K. elected to withdraw from the European Union in a national referendum ("Brexit"). The referendum was advisory,On January 31, 2020, the U.K. Parliament ratified a withdrawal agreement between the U.K. government and the terms of any withdrawal are subjectEuropean Union (the "EU"), which contemplated a transition period to end on December 31, 2020, to allow time for a negotiation period that could last at least two years after the government offuture trade deal to be agreed upon. On December 24, 2020, the U.K. formally initiatesand the EU agreed on a withdrawal process. Nevertheless, Brexit has created significant uncertainty abouttrade and cooperation agreement (the "Trade and Cooperation Agreement"), which covers the futuregeneral objectives and framework of the relationship between the U.K. and the European UnionEU as it relates to trade, transport, visas, judicial, law enforcement and other countries, including with respectsecurity matters, and continued participation in community programs and mechanisms for dispute resolution. Notably, under the Trade and Cooperation Agreement, U.K. service suppliers no longer benefit from automatic access to the lawsentire EU single market, U.K. goods no longer benefit from the free movement of goods and regulations that will apply asthere is no longer the free movement of people between the U.K. determines which European Union derived laws to replace or replicate inand the eventEU. The terms of a withdrawal. The referendum has also given rise to calls for the governments of other European Union member states to consider withdrawal. These developments, or the perception that any of these developments may occur,Trade and Cooperation Agreement could potentially disrupt the markets we serve and the jurisdictions in which we operate and may cause us to lose customers, suppliers and employees.
The impact from Brexit and the Trade and Cooperation Agreement can subject us to increased risks, including but not limited to, changes in regulatory oversight, disruptions to supply, increases in prices, fees, taxes or tariffs on our businessgoods that are sold between the EU and operations will dependthe U.K., inspections or barriers on goods sold between the outcome of tariff, tax treaty, trade, regulatoryU.K. and other negotiations, as well as the impact of the withdrawal on macroeconomic growth and currency volatility, which are uncertain at this time.EU, extra charges, and/or difficulty staffing. Any of these effects of Brexitrisks could have a material adverse effect on our business, financial condition and results of operations.
We are subjectcurrently in the process of evaluating our own risks and uncertainty related to numerous environmental lawswhat financial, trade, regulatory and regulations that may expose us to significant costslegal implications this new Brexit trade deal could have on our U.K. business operations. This uncertainty also includes the impact on our customers' business operations and liabilities.capital planning as well as the overall impact on the staffing industry. While we have not experienced any direct material financial impact since Brexit in 2016, we cannot predict its future implications which could result in a negative impact on our financial position and results of operations.
Explosive incidents arising out of dangerous materials used in our business could disrupt operations and result in bodily injuries and property damages, which occurrences could have a material adverse effect our business, results of operations and financial conditions.
Our Downhole Technologies segment operations are significantly affected by numerous lawsinclude the licensing, storage and regulations domestically at the federal, regional, state, tribal and local levels or by foreign governments regarding the dischargehandling of substances into the environment or otherwise relating to environmental protection. We could be exposed to liabilities for cleanup costs, natural resource damages, and other damages under these laws and regulations, with certain of these legal requirements imposing strict liability for such damages and costs, even though our conduct was lawful at the time it occurred or the conduct resulting in such damage and costs were caused by prior operators or other third-parties.
Environmental laws and regulations in the United States and in foreign countriesexplosive materials that are subject to changeregulation by the ATF and analogous state agencies. Despite our use of specialized facilities to store and handle dangerous materials and our performance of employee training programs, the storage and handling of explosive materials could result in the future, possibly resulting in more stringent legal requirements. If existing regulatory requirementsexplosive incidents that temporarily shut down or enforcement policies change or new regulatory or enforcement initiatives are developed and implemented in the future, we or our oil and natural gas exploration and production customers may be required to make significant, unanticipated capital and operating expenditures. Examples of recent regulations or other regulatory initiatives include the following:
Ground-Level Ozone Standards.    In 2015, the EPA issued a final rule under the CAA, lowering the National Ambient Air Quality Standard ("NAAQS") for ground-level ozone from 75 parts per billion to 70 parts per billion under both the primary and secondary standards to provide requisite protection of public health and welfare, respectively. In 2017 and 2018, the EPA issued area designations with respect to ground-level ozone as either "attainment/unclassifiable," "unclassifiable" or "non-attainment." Additionally, in November 2018, the EPA issued final requirements that apply to state, local, and tribal air agencies for implementing the 2015 NAAQS for ground-level ozone. State implementation of the revised NAAQS could, among other things, require installation of new emission controls on some ofotherwise disrupt our or our customers’ equipment, result in longer permitting timelines, and significantly increase ourcustomers' operations or our customers’ capital expenditures and operating costs.
EPA Review of Drilling Waste Classification.    Drilling, fluids, produced water and most of the other wastes associated with the exploration, development and production of oil or natural gas, if properly handled, are currently exempt from regulation as hazardous waste under the RCRA and instead, are regulated under RCRA’s less stringent non-hazardous waste provisions. However, following the filing of a lawsuit in the U.S. District Court for the District of Columbia by several non-governmental environmental groups against the EPA for the agency’s failure to timely assess its RCRA Subtitle D criteria regulations for oil and natural gas wastes, the EPA and the environmental groups entered into an agreement that was finalized in a consent decree issued by the District Court in December 2016. Under the decree, the EPA is required to propose no later than March 15, 2019, a rulemaking for revision of certain Subtitle D criteria regulations pertaining to oil and natural gas wastes or sign a determination that revision of the regulations is not necessary. If the EPA proposes a rulemaking for revised oil and natural gas waste regulations, the consent decree requires that the EPA take final action following notice and comment rulemaking no later than July 15, 2021.


Waters of the United States.    In 2015, the EPA and U.S. Army Corps of Engineers ("Corps") released a final rule outlining federal jurisdictional reach under the Clean Water Act over waters of the United States, including wetlands. Beginning in the first quarter of 2017, the EPA and the Corps agreed to reconsider the 2015 rule and, thereafter, the agencies have (i) published a proposed rule in July 2017 to rescind the 2015 rule and recodify the regulatory text that governed waters of the United States prior to promulgation of the 2015 rule, (ii) published a final rule in February 2018 adding a February 6, 2020 applicable date to the 2015 rule, and (iii) published a proposed rule in December 2018 re-defining the Clean Water Act's jurisdiction over waters of the United States for which the agencies will seek public comment. The 2015 and February 2018 final rules are being challenged by various factions in federal district court and implementation of the 2015 rule has been enjoined in twenty-eight states pending resolution of the various federal district court challenges. As a result of these legal developments, future implementation of the 2015 rule or a revised rule is uncertain at this time. To the extent that the 2015 rule or a revised rule expands the scope of the Clean Water Act’s jurisdiction in areas where we or our customers conduct operations, we or our customers could incur increased costs andcause restrictions, delays or cancellations whichin the delivery of our services. It is possible that such incidents could reduce demand for our products and services.
Compliance with these regulationsresult in death or significant injuries to employees and other regulatory initiatives, or any other new environmental laws and regulations could, among other things, requirepersons. Material property damage to us, or our customers to install newand third parties arising from an explosion or modified emission controls on equipment or processes, incur longer permitting timelines, and incur significantly increased capital or operating expenditures, which costs may be significant. Additionally, one or more of these developmentsresulting fire could reduce demand for our products and services. Moreover, any failure byalso occur. Any explosion could expose us to comply with applicable environmental lawsadverse publicity and regulations may result in governmental authorities taking actions against our business that could adversely impact our operations and financial condition, including the:
issuanceliability for damages or cause production restrictions, delays or cancellations, any of administrative, civil, and/or criminal penalties;
denial or revocation of permits or other authorizations;
reduction, delay or cessation in operations, including any development or expansion of projects; and
performance of site investigatory, remedial, or other corrective actions or the incurrence of capital expenditures.
An accidental release of pollutants into the environment may cause us to incur significant costs and liabilities.
Our business activities present risks of incurring significant environmental costs and liabilities in our business as a result of our handling of petroleum hydrocarbons, because of air emissions and waste water discharges related to our operations, and due to historical industry operations and waste disposal practices. Additionally, private parties, including the owners of properties upon which we perform services and facilities where our wastes are taken for reclamation or disposal, also may have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or property or natural resource damages. Some environmental laws and regulations may impose strict liability, which means that in some situations we could be exposed to liability as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by prior operators or other third parties. Remedial costs and other damages arising as a result of environmental laws and costs associated with changes in environmental laws and regulations could be substantial andoccurrences could have a material adverse effect on our liquidity,operating results, financial condition and cash flows. Moreover, failure to comply with applicable requirements or the occurrence of operations and financial condition. Wean explosive incident may not be able to recover some or any of these costs from insurance.
Climate change laws and regulations restricting or regulating emissions of GHGs couldalso result in increased operating and capital costs and reduced demand for our products and services.
Climate change continues to attract considerable public and scientific attention in the United States and in foreign countries. As a result, numerous proposals have been made and are likely to continue to be made internationally, domestically at the federal, regional and state levels, and by foreign governments to monitor and limit GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting and tracking programs and regulations that directly limit GHG emissions from certain sources.
In the United States, no comprehensive climate change legislation has been implemented at the federal level, to date. In the absence of federal GHG-limiting legislation, the EPA has determined that GHG emissions present a danger to public health and the environment and has adopted rules under authority of the CAA that, among other things, establish Potential for Significant Deterioration construction and Title V operating permit reviews for GHG emissions from certain large stationary sources that are also potential major sources of certain principal, or criteria, pollutant emissions, which reviews could require securing permits at covered facilities emitting GHGs and meeting “best available control technology” standards for those GHG emissions. Additionally, the EPA has adopted rules requiring the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, including, among others, onshore and offshore production facilities, which include certainloss of our producing customers’ operations.


Federal agencies also have begun directly regulating emissions of methane, a GHG, from oilATF or analogous state license to store and natural gas operations, and states, such as New Mexico, are considering additional local regulations. In 2016, the EPA published a final rule establishing new emissions standards for methane and additional standards for volatile organic compounds from certain new, modified or reconstructed facilities in the oil and natural gas source category that will require the use of certain equipment specific emissions control practices. However, in 2017, the EPA published a proposed rule to stay certain portions of the 2016 standards for two years but the rule has not been finalized. Rather, in February 2018, the EPA finalized amendments to certain requirements of the 2016 final rule and, in September 2018, the agency proposed additional amendments that included rescission or revision of certain requirements such as fugitive emission monitoring frequency. Furthermore, in 2016, the BLM published a final rule to reduce methane emissions by regulating venting, flaring, and leaking from oil and natural gas operations on federal and Indian lands. However, in September 2018, the BLM published a final rule that rescinds most of the requirements in the 2016 final rule and codifies the BLM's prior approach to venting and flaring. The rescission of the requirements in the 2016 final rule is being challenged in federal court. These rules, should they remain in effect, and any other new methane emission standards imposed on the oil and gas sector could result in increased costs to our and our customers’ operations as well as result in delays or curtailment in such operations,handle explosives, which costs, delays or curtailment could adversely affect our business.
Additionally, in April 2016, the United States joined other countries in entering into a United Nations-sponsored non-binding agreement negotiated in Paris, France (the "Paris Agreement") for nations to limit their GHG emissions through individually-determined reduction goals every five years beginning in 2020. However, in August 2017, the U.S. State Department informed the United Nations of the intent of the United States to withdraw from the Paris Agreement, which provides for a four-year exit process beginning when the agreement took effect in November 2016. Notwithstanding any withdrawal from the Paris Agreement, the adoption and implementation of any international, federal or state legislation or regulations that require reporting of GHGs or otherwise restrict emissions of GHGs could result in increased compliance costs or additional operating restrictions imposed on us or our customers operations, adversely impact overall drilling activity in the areas in which we operate, reduce the demand for carbon-based fuels, and reduce the demand for our products and services. Any one or more of these developments couldwould have a material adverse effect on our business, financial condition, demand for our services, results of operations, and cash flows. Notwithstanding potential risks related to climate change, the International Energy Agency estimates that oil and gas will continue to represent a major share of global energy use through 2040 and other studies by the private sector project continued growth in demand for the next two decades. However, recent activism directed at shifting funding away from companies with energy-related assets could result in limitations or restrictions on certain sources of funding. Ultimately, this could make it more difficult to secure funding for exploration and production activities.
The Endangered Species Act, the Migratory Bird Treaty Act and other laws intended to protect certain species of wildlife govern our and our oil and natural gas exploration and production customers’ operations, which constraints could have an adverse impact on our ability to expand some of our existing operations or limit our customers’ ability to develop new oil and natural gas wells.
The federal Endangered Species Act and comparable state laws were established to protect endangered and threatened species. Under the Endangered Species Act, if a species is listed as threatened or endangered, restrictions may be imposed on activities adversely affecting that species' habitat. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. Oil and natural gas operations in our operating areas may be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife, which may limit our ability to operate in protected areas. Permanent restrictions imposed to protect endangered and threatened species could prohibit drilling in certain areas or require the implementation of expensive mitigation measures.
Moreover, as a result of one or more settlements approved by the United States federal government, the U.S. Fish and Wildlife Service must make determinations on the listing of numerous species as endangered or threatened under the Endangered Species Act. The designation of previously unidentified endangered or threatened species could indirectly cause us to incur additional costs, cause our or our oil and natural gas exploration and production customers’ operations to become subject to operating restrictions or bans, and limit future development activity in affected areas, which could reduce demand for our products and services to those customers.
Our inability to control the inherent risks of identifying and integrating businesses that we may acquire, including any related increases in debt or issuances of equity securities, could adversely affect our operations.
Acquisitions have been, and our management believes will continue to be, a key element of our growth strategy. We continually review complementary acquisition opportunities and we expect to seek to consummate acquisitions of such businesses in the future. However, we may not be able to identify and acquire acceptable acquisition candidates on favorable terms in the future or at all. In addition, we may be required to incur substantial indebtedness to finance future acquisitions and also may issue equity securities in


connection with such acquisitions. Such additional debt service requirements could impose a significant burden on our results of operations and financial condition, and the issuance of additional equity securities could result in significant dilution to stockholders.
We expect to gain certain business, financial, and strategic advantages as a result of business combinations we undertake, including synergies and operating efficiencies. Our forward-looking statements assume that we will successfully integrate our business acquisitions and realize these intended benefits. However, our inability to realize expected financial performance and strategic advantages as a result of an acquisition, including the GEODynamics and Falcon Acquisitions, could negatively affect the anticipated benefits of the acquisition. Additional risks we could face in connection with acquisitions, including the GEODynamics and Falcon Acquisitions, include:
retaining key employees and customers of acquired businesses;
retaining supply and distribution relationships key to the supply chain;
increased administrative burden, including additional costs associated with regulatory compliance;
diversion of management time and attention;
developing our sales and marketing capabilities;
managing our growth effectively;
potential goodwill impairment resulting from the overpayment for an acquisition;
integrating operations, workforce, product lines and technology;
managing tax and foreign exchange exposure;
operating a new line of business;
increased logistical problems common to large, expansive operations;
inability to pursue and protect patents covering acquired technology;
addition of acquisition-related debt and increased expenses and working capital requirements;
substantial accounting charges for restructuring and related expenses, write-off of in-process research and development, impairment of goodwill, amortization of intangible assets, and stock-based compensation expense;
becoming subject to unanticipated liabilities of the acquired business, including litigation related to the acquired business; and
achieving the expected benefits from the acquisition, including certain cost savings and operational efficiencies or synergies.
Additionally, an acquisition may bring us into businesses we have not previously conducted and expose us to additional business risks that are different from those we have previously experienced. If we fail to manage any of these risks successfully, our business could be harmed. Our capitalization and results of operations may change significantly following an acquisition, and stockholders of the Company may not have the opportunity to evaluate the economic, financial, and other relevant information that we will consider in evaluating future acquisitions.
Following our acquisition of GEODynamicsin January 2018, we determined that certain steel products historically imported by GEODynamics from China for use in its manufacturing process may potentially be subject to anti-dumping and countervailing duties based on recent clarifications/decisions rendered by the U.S. Department of Commerce and the U.S. Court of International Trade. Following these findings, we commenced an internal review of this matter and ceased further purchases of these potentially affected Chinese products. As part of our internal review, we engaged trade counsel and decided to voluntarily disclose this matter to U.S. Customs and Border Protection in September 2018. In connection with the GEODynamics acquisition, the seller agreed to indemnify and hold us harmless against certain claims related to matters such as this. Additionally, we are able to set off payments due under the $25.0 million promissory note (see Note 7, "Long-term Debt") issued to the seller of GEODynamics in respect of indemnification claims which could affect both the timing of payment and the amount due under the promissory note.
We might be unable to compete successfully with other companies in our industry.
The markets in which we operate are highly competitive and certain of them have relatively few barriers to entry. The principal competitive factors in our markets are product, equipment and service quality, availability, responsiveness, experience, technology, safety performance, and price. In some of our product and service offerings, we compete with the oil and natural gas industry’s largest oilfield service providers. These large national and multi-national companies have longer operating histories, greater financial, technical, and other resources, and greater name recognition than we do. Several of our competitors provide a broader array of services and have a stronger presence in more geographic markets. In addition, we compete with many smaller companies capable


of competing effectively on a regional or local basis. Our competitors may be able to respond more quickly to new or emerging technologies and services, and changes in customer requirements. Many contracts are awarded on a bid basis, which further increases competition based on price. As a result of competition, we may lose market share or be unable to maintain or increase prices for our present services, or to acquire additional business opportunities, which could have a material adverse effect on our business, financial condition, and results of operations.
Our business and results of operations could be negatively impacted by security threats, including cybersecurity threats, and other disruptions.
We rely heavily on information systems to conduct our business. Although we devote significant resources to protect our systems and data, we may experience various security threats, including cybersecurity threats to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the safety of our employees; threats to the security of our facilities and infrastructure, or third-party facilities and infrastructure; and threats from terrorist acts. Cybersecurity attacks in particular are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. Although we utilize various procedures and controls to monitor these threats and mitigate our exposure to such threats, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing. If any of these events were to materialize, they could lead to losses of sensitive information (including our intellectual property and customer data), critical infrastructure, personnel or capabilities, essential to our operations, and could have a material adverse effect on our reputation, financial position, results of operations, or cash flows.conditions.
We may not have adequate insurance for potential liabilities and our insurance may not cover certain liabilities, including litigation risks.
The products that we manufacture and the services that we provide are complex, and the failure of our equipment to operate properly or to meet specifications may greatly increase our customers’customers' costs. In addition, many of these products are used in inherently hazardous applications where an accident or product failure can cause personal injury or loss of life, damages to property, equipment, or the environment, regulatory investigations and penalties, and the suspension or cancellation of the end-user’send-user's operations. If our products or services fail to meet specifications, or are involved in accidents or failures, we could
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face warranty, contract, or other litigation claims for which we may be held responsible and our reputation for providing quality products may suffer. In the ordinary course of business, we become the subject of various claims, lawsuits, and administrative proceedings, seeking damages or other remedies concerning our commercial operations, products, employees, and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of our products or operations. Some of these claims relate to the activities of businesses that we have sold, and some relate to the activities of businesses that we have acquired, even though these activities may have occurred prior to our acquisition of such businesses.
We maintain insurance to cover many of our potential losses, and we are subject to various self-retentions and deductibles under our insurance policies. It is possible, however, that a judgment could be rendered against us in cases in which we could be uninsured and beyond the amounts that we currently have reserved or anticipate incurring for such matters. Even a partially uninsured or underinsured claim, if successful and of significant size, could have a material adverse effect on our results of operations or consolidated financial position. We also face the following other risks related to our insurance coverage:
we may not be able to continue to obtain insurance on commercially reasonable terms;
we may be faced with types of liabilities that will not be covered by our insurance, such as damages from environmental contamination, terrorist attacks or terrorist attacks;acts of war;
the counterparties to our insurance contracts may pose credit risks; and
we may incur losses from interruption of our business or cybersecurity attacks that exceed our insurance coverage.
We are susceptible to seasonal earnings volatility due to adverse weather conditions in our regions of operations.
Our operations are directly affected by seasonal differences in weather in the areas in which we operate, most notably in the Rocky Mountain region of the United States and the Gulf of Mexico. Severe winter weather conditions in the Rocky Mountain region of the United States can restrict access to work areas for our Well Site Services and Downhole Technologies segment customers. Our operations in and near the Gulf of Mexico are also affected by weather patterns. Weather conditions in the Gulf Coast region generally result in higher drilling activity in the spring, summer and fall months, with the lowest levels of activity in the winter months. In addition, summer and fall drilling activity can be restricted due to hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf Coast. As a result of these seasonal differences, full year results are not likely to be a direct multiple of any particular quarter or combination of quarters.


We are exposed to risks relating to subcontractors’ performance in some of our projects.
In many cases, we subcontract the performance of portions of our operations to subcontractors. While we seek to obtain appropriate indemnities and guarantees from these subcontractors, we remain ultimately responsible for the performance of our subcontractors. Industrial disputes, natural disasters, financial failure or default, or inadequate performance in the provision of services, or the inability to provide services by such subcontractors, has the potential to materially adversely affect us.
We depend on several significant customers in each of our business segments, and the loss of one or more such customers or the inability of one or more such customers to meet their obligations to us, could adversely affect our results of operations.
We depend on several significant customers in each of our business segments. While no customer accounted for more than 10% of our consolidated revenues in 2016, Halliburton Company individually accounted for 10% and 16% of our total consolidated revenues in 2018 and 2017, respectively.
The loss of a significant portion of customers in any of our business segments, or a sustained decrease in demand by any of such customers, could result in a substantial loss of revenues and could have a material adverse effect on our results of operations. In addition, the concentration of customers in one industry impacts our overall exposure to credit risk, in that customers may be similarly affected by changes in economic and industry conditions. While we perform ongoing credit evaluations of our customers, we do not generally require collateral in support of our trade receivables.
As a result of our customer concentration, risks of nonpayment and nonperformance by our counterparties are a concern in our business. Many of our customers finance their activities through cash flow from operations, the incurrence of debt, or the issuance of equity. Many of our customers have experienced substantial reductions in their cash flows from operations, and some are experiencing liquidity shortages, lack of access to capital and credit markets, a reduction in borrowing bases under reserve-based credit facilities, and other adverse impacts to their financial condition. These conditions may result in a significant reduction in our customers’ liquidity and ability to pay or otherwise perform on their obligations to us. The inability, or failure of, our significant customers to meet their obligations to us, or their insolvency or liquidation, may adversely affect our financial results.
We may assume contractual risks in developing, manufacturing and delivering products in our Offshore/Manufactured Products business segment.
Many of our products from our Offshore/Manufactured Products segment are ordered by customers under frame agreements or project-specific contracts. In some cases these contracts stipulate a fixed price for the delivery of our products and impose liquidated damages or late delivery fees if we do not meet specific customer deadlines. Our actual costs, and any gross profit realized on these fixed-price contracts, may vary from the initially expected contract economics. This may occur for various reasons, including but not limited to:
errors in estimates or bidding;
changes in availability and cost of materials and labor;
failures of our suppliers to deliver raw materials and other goods that comply with our specifications;
variations in productivity from our original estimates;
changes in tariffs or tax regimes; and
material changes in foreign currency exchange rates.
These variations and the risks inherent in our projects may result in reduced profitability or losses on projects. Depending on the size of a project, variations from estimated contract performance could have a material adverse impact on our operating results.
In addition, some customer contracts stipulate consequential damages payable, generally as a result of our gross negligence or willful misconduct. The final delivered products may also include customer and third-party supplied equipment, the delay of which can negatively impact our ability to deliver our products on time at our anticipated profitability.
In certain cases these orders include new technology or unspecified design elements. There is inherent risk in the estimation process including significant unforeseen technical and logistical challenges, or longer than expected lead times. In some cases we may not be fully, or, properly compensated for the cost to develop and design the final products, negatively impacting our profitability on the projects. In addition, our customers, in many cases, request changes to the original design or bid specifications for which we may not be fully or properly compensated.


In fulfilling some contracts, we provide limited warranties for our products. Although we estimate and record a provision for potential warranty claims, repair or replacement costs under warranty provisions in our contracts could exceed the estimated cost to cure the claim, which could be material to our financial results. We utilize percentage-of-completion accounting, depending on the size and length of a project, and variations from estimated contract performance could have a significant impact on our reported operating results as we progress toward completion of major jobs.
Backlog in our Offshore/Manufactured Products segment is subject to unexpected adjustments and cancellations and, therefore, has limitations as an indicator of our future revenues and earnings.
The revenues projected in our Offshore/Manufactured Products segment backlog may not be realized or, if realized, may not result in profits. Because of potential changes in the scope or schedule of our customers’ projects, we cannot predict with certainty when or if backlog will be realized. Material delays, cancellations or payment defaults could materially affect our financial condition, results of operations, and cash flows.
Reductions in our backlog due to cancellations or deferrals by customers, or for other reasons, would adversely affect, potentially to a material extent, the revenues and earnings we actually receive from contracts included in our backlog. Some of the contracts in our backlog are cancellable by the customer, subject to the payment of termination fees and/or the reimbursement of our costs incurred. We typically have no contractual right to the total revenues reflected in our backlog once a project is canceled. While backlog cancellations have not been significant in the past, we incurred cancellations totaling $6.5 million, $3.5 million and $3.7 million during 2018, 2017 and 2016, respectively. If commodity prices do not improve, or decline further, we may incur additional cancellations or experience continued declines in our backlog. If we experience significant project terminations, suspensions, or scope adjustments to contracts included in our backlog, our financial condition, results of operations, and cash flows may be adversely impacted.
We might be unable to employ a sufficient number of technicalprotect our intellectual property rights and service personnel.
Many of the products that we sell, especially in our Offshore/Manufactured Products segment, are complex and highly engineered, and often must perform in harsh conditions. We believe that our success depends upon our ability to employ and retain technical personnel with the ability to design, utilize, and enhance these products. In addition, our ability to expand our operations in each of our businesses depends in part on our ability to increase our skilled labor force. As observed in the U.S. shale play regions such as the Permian Basin in recent years, during periods of increased activity, the demand for skilled workers is high, and the supply is limited. When these events occur, our cost structure increases and our growth potential could be impaired. Conversely, during periods of reduced activity, we are forced to reduce headcount, freeze or reduce wages, and implement other cost-saving measures which could lead to job abandonment by our technical and service personnel.
If we do not develop new competitive technologies and products, our business and revenues may be adversely affected.
The market for our products and services is characterized by continual technological developments to provide better performance in increasingly greater water depths, higher pressure levels and harsher conditions. If we are unable to design, develop, and produce commercially competitive products in a timely manner in response to changes in technology, our business and revenues will be adversely affected. Many of our competitors are large multinational companies that may have significantly greater financial resources than we have, and they may be able to devote greater resources to research and development of new systems, services and technologies than we are able to do. In addition, competitors or customers may develop new technologies, which address similar or improved solutions to our existing technology. Additionally, the development and commercialization of new products and services requires substantial capital expenditures and we may not have access to needed capital at attractive rates or at all due to our financial condition, disruptions of the bank or capital markets, or other reasons beyond our control to continue these activities. Should our technologies become the less attractive solution, our operations and profitability would be negatively impacted.
We may be subject to litigation if another party claims that we have infringed upon its intellectual property rights.
We rely on a variety of intellectual property rights that we use in our businesses, including our patents relating to our FlexJoint®, Merlin™ and SmartStart Plus® technologies, and intervention and downhole extended-reach tools (including our HydroPull® tool) utilized in the completion or workover of oil and natural gas wells. The market success of our technologies will depend, in part, on our ability to obtain and enforce our proprietary rights in these technologies, to preserve rights in our trade secret and non-public information. We may not be able to successfully preserve these intellectual property rights and these rights could be invalidated, circumvented or challenged. In addition, we may be required to expend significant amounts of money pursuing and defending our intellectual property rights, and these proceedings may not ultimately be successful. For example, during 2018 we incurred expenses in excess of $8 million in connection with patent defense. In addition, the laws of some foreign countries in which our products and services may be sold do not protect intellectual property rights to the same extent as the laws of the United States. If any of our patents or other intellectual property rights are determined to be invalid or unenforceable, or if a court or other tribunal limits the scope of claims in a patent or fails to recognize our trade secret rights, our competitive advantages could be significantly reduced in the relevant technology, allowing competition for our customer base to increase, adversely affecting our competitive position.
In addition, the tools, techniques, methodologies, programs and components we use to provide our products and services may infringe, or be alleged to infringe, upon the intellectual property rights of others. Infringement claims generally result in significant legal and other costs, and may distract managementus from running our core business. Royalty payments under a license from third parties, if available, would increase our costs. If a license was not available, we might not be able to continue providing a particular service or product. Any of these developments could have a material adverse effect on our business, financial condition, and results of operations.


During periodsLaws, regulations and other executive actions or regulatory initiatives regarding hydraulic fracturing could increase our costs of strongdoing business and result in additional operating restrictions, delays or cancellations in the completion of oil and natural gas wells, or possible bans on the performance of hydraulic fracturing that may reduce demand or limited supply, we may be unable to obtain critical materials on a timely basis.
Our operations depend onfor our ability to procure, on a timely basis, certain project materials, such as forgings, to complete projectsproducts and produce products in an efficientservices and timely manner. Our inability to procure critical materials during times of strong demand/limited supply or at reasonable costs due to supply issues, import taxes or the like, could have a material adverse effect on our business, results of operations and operations.financial condition.
Our oilfieldAlthough we do not directly engage in hydraulic fracturing, a material portion of our Completion Services, Downhole Technologies and Offshore/Manufactured Products operations involve a varietysupport many of operating hazardsour oil and risksnatural gas exploration and production customers in such activities. There exists federal regulatory initiatives and various state laws and regulations that have increased, and have the potential to further increase, the regulatory burden imposed on hydraulic fracturing. Moreover, there also exists, under the Biden Administration, the potential for new or amended laws, regulations, executive actions and other regulatory initiatives that could cause losses.impose more stringent restrictions on hydraulic fracturing, including potential restrictions on hydraulic fracturing by banning new oil and gas permitting on federal lands. The Biden Administration issued an order temporarily suspending the issuance of new leases and authorizations on federal lands and waters for a period of 60 days beginning January 20, 2021, and subsequently issued a second order in January 2021 suspending the issuance of new leases on federal lands and waters pending completion of a study of current oil and gas practices. Although theses suspensions do not limit existing operations under valid leases and are not applicable to tribal lands that the federal government holds in trust,
Our operations are subject to
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further constraints may be adopted by the hazards inherentBiden Administration in the oilfield business. These include, but are not limitedfuture. See "Part I, Item 1. Business – Environmental and Occupational Health and Safety Matters" for more discussion on these hydraulic fracturing matters. The occurrence of any one or more of these developments with respect to equipment defects, blowouts, explosions, spills, fires, collisions, capsizing,hydraulic fracturing in areas where our oil and severe weather conditions. These hazardsnatural gas exploration and production customers operate could result in personal injurypotentially significant added costs to comply with requirements relating to permitting, construction, financial assurance, monitoring, recordkeeping, and/or plugging and lossabandonment. In addition, they could experience restrictions, delays or cancellations in the pursuit of life, severe damage to,production or destructiondevelopment activities. Any of propertythe foregoing could reduce demand for the products and equipment, pollutionservices of one or environmental damage,more of our business segments and suspensionhave a material adverse effect on our business, financial condition, and results of operations. We
In countries outside of the United States, including provincial, regional, tribal or local jurisdictions therein where we conduct operations, there may exist similar governmental restrictions or controls on our customers' hydraulic fracturing activities, which, if such restrictions or controls exist or are adopted in the future, our customers may incur substantial liabilitiessignificant costs to comply with such requirements or losses asmay experience restrictions, delays or cancellations in the permitting or pursuit of their operations, which could have a material adverse effect on our business, results of operations and financial condition.
Legislative and regulatory initiatives related to induced seismicity could result in operating restrictions or delays in the drilling and completion of these hazards as part ofoil and natural gas wells that may reduce demand for our ongoingproducts and services and could have a material adverse effect on our business, operations. We may agree to indemnify our customers against specific risks and liabilities. While we maintain insurance protection against some of these risks, and seek to obtain indemnity agreements from our customers requiring the customers to hold us harmless from some of these risks, our insurance and contractual indemnity protection may not be sufficient or effective enough to protect us under all circumstances or against all risks. The occurrence of a significant event not fully insured or indemnified against or the failure of a customer to meet its indemnification obligations to us could materially and adversely affect our results of operations and financial condition.
Our common stock price has been and is likely to continue to be highly volatile.
The trading price of our common stock is subject to wide fluctuations in response to the highly cyclical nature of our industry and a variety of other factors, including quarterly variations in operating results, conditions in the oil and gas industry, perceptions of our industry, analyst reports, estimates and commentary, general economic conditions and numerous other events or factors that are beyond our control.
In addition, the U.S. stock markets in general and the market for oil field service companies, in particular, have experienced large price and volume fluctuations that have often been unrelated or disproportionate to the operating results or asset values of those companies. These broad market and industry factors may materially impact the market price and trading volume of our common stock regardless of our actual operating performance.
We might be unable to protect our intellectual property rights and we may be subject to litigation if another party claims that we have infringed upon its intellectual property rights.
We rely on a variety of intellectual property rights that we use in our businesses, particularly our patents relating to our FlexJoint® and Merlin™ technology and intervention and downhole extended-reach tools (including our HydroPull® tool) utilized in the completion or workover of oil and natural gas wells.producing customers dispose of flowback water or certain other oilfield fluids gathered from oil and natural gas producing operations in accordance with permits issued by government authorities overseeing such disposal activities. In recent years, wells in the United States used for the disposal by injection of flowback water or certain other oilfield fluids below ground into non-producing formations have been associated with an increased number of seismic events. In response, regulators in states in which our customers operate have adopted additional requirements related to seismicity and its potential association with hydraulic fracturing. See "Part I, Item 1. Business–Environmental and Occupational Health and Safety Matters" for more discussion on these seismicity matters. The market successintroduction of new environmental laws and regulations related to the disposal of wastes associated with the exploration or production of hydrocarbons could limit or prohibit the ability of our technologies will depend,customers to utilize underground injection wells. As a result, our customers may have to limit disposal well volumes, disposal rates or locations and, in part,some instances those customers, or third party disposal well operators that are used by those customers to dispose of the customers' wastewater, may be obligated to shut down disposal wells, which developments could adversely affect our customers' business and result in a corresponding decrease in the need for our products and services, which could have a material adverse effect on our abilitybusiness, results of operations and financial condition.
Imposition of laws, executive actions or regulatory initiatives to obtainrestrict, delay or cancel leasing, permitting or drilling activities in deepwaters of the United States or foreign countries may reduce demand for our services and enforceproducts and have a material adverse effect on our proprietary rightsbusiness, financial condition, or results of operations.
A significant portion of our Offshore/Manufactured Products segment provides products and services for oil and natural gas exploration and production customers operating offshore in the deepwaters of the United States and in other countries. In the United States, the Biden Administration has issued orders suspending the issuance of new oil and gas leases and authorizations on federal lands and waters, including the OCS. Separately, President Biden has issued an executive order that commits to substantial action on climate change, calling for, among other things, the elimination of subsidies provided to the fossil fuel industry and an increased emphasis on climate-related risks across government agencies and economic sectors. President Biden may pursue additional executive orders, new legislation and regulatory initiatives to further implement his regulatory agenda. Additionally, regulatory agencies under the Biden Administration may issue new or amended rulemakings regarding deepwater leasing, permitting or drilling that could result in more stringent or costly restrictions, delays or cancellations in offshore oil and natural gas exploration and production activities, such as the Biden Administration's suspension of the issuance of authorizations for oil and gas activities on federal lands and waters, although the suspension does not limit existing operations under valid leases. See "Part I, Item 1. Business – Environmental and Occupational Health and Safety Matters" for more discussion on these technologies, to preserve rightsdeepwater regulatory matters.
Any new legislation, executive actions or regulatory initiatives, whether in the United States under the Biden Administration or in other countries, that impose increased costs, more stringent operational standards or result in significant delays, cancellations or disruptions in our trade secretcustomers' operations, increase the risk of losing leasing or permitting opportunities, expired leases due to the time required to develop new technology, increased supplemental bonding costs, or cause our customers to incur penalties, fines, or shut-in production at one or more of their facilities, any or all of which could reduce demand for our products and non-public information,services. Also, if material spill events were to occur in the future, the United States or other countries where such an event were to occur could elect to issue directives to temporarily cease drilling activities and, in any event, may from time to operate without infringingtime issue further safety and environmental laws and regulations regarding offshore oil and natural gas
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exploration and development, any of which developments could have a material adverse effect on our business. We cannot predict with any certainty the proprietary rightsfull impact of others.any new laws, regulations, executive actions or regulatory initiatives on our customers' drilling operations or the opportunity to pursue such operations, or on the cost or availability of insurance to cover the risks associated with such operations. The matters described above, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.
We are subject to numerous environmental laws and regulations that may expose us to significant costs and liabilities.
Our operations and those of our customers in the United States and in foreign countries are subject to stringent federal, state and local legal requirements governing environmental protection. These requirements may take the form of laws, regulations, executive actions and various other legal initiatives. See "Part I, Item 1. Business – Environmental and Occupational Health and Safety Matters" for more discussion on these matters.
Compliance with these regulations and other regulatory initiatives, or any other new environmental laws and regulations could, among other things, require us or our customers to install new or modified emission controls on equipment or processes, incur longer permitting timelines, and incur increased capital or operating expenditures, which costs may be significant. Additionally, one or more of these developments that impact our oil and natural gas exploration and production customers could reduce demand for our products and services, which could have a material adverse effect on our business, results of operations and financial condition.
An accidental release of pollutants into the environment may cause us to incur significant costs and liabilities.
Our business activities present risks of incurring significant environmental costs and liabilities in our business as a result of our handling of petroleum hydrocarbons, because of air emissions and waste water discharges related to our operations, and due to historical industry operations and waste disposal practices. Additionally, private parties, including the owners or operators of properties upon which we perform services and facilities where our wastes are taken for reclamation or disposal, also may have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or property or natural resource damages. Some environmental laws and regulations may impose strict liability, which means that in some situations we could be exposed to liability as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by prior owners or operators of properties or other third parties. Remedial costs and other damages, including natural resources damages arising as a result of environmental laws and costs associated with changes in environmental laws and regulations could be substantial and could have a material adverse effect on our liquidity, results of operations and financial condition. We may not be able to successfully preserverecover some or any of these intellectual property rightscosts from insurance.
We could incur significant costs in complying with stringent occupational health and these rights could be invalidated, circumvented or challenged.safety requirements.
We are subject to stringent federal and state laws and regulations, including OSHA and comparable state statutes, whose purpose is to protect the health and safety of workers, both generally and within the Well Site Services, Downhole Technologies, and Offshore Manufactured Products business segments. In addition, we may be required to expend significant amounts of capital pursuing and defending our intellectual property rights, and these proceedings may not ultimately be successful. For example, during 2018 we incurred expenses in excess of $8 million in connection with patent defense. If any of our patents or other intellectual property rights are determined to be invalid or unenforceable, or if a court or other tribunal limitsOSHA's hazard communication standard, the scope of claims in a patent or fails to recognize our trade secret rights, our competitive advantages could be significantly reduced in the relevant technology, allowing competition for our customer base to increase.
In addition, the laws of some foreign countries in which our products and services may be sold do not protect intellectual property rights to the same extent as the lawsEPA community right-to-know regulations under Title III of the United States. The failure ofFederal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materials used or produced in our Companyoperations and that this information be provided to protect our proprietary informationemployees, state and any successful intellectual property challenges or infringement proceedings against us could adversely affect our competitive position.
The Spin-Off of Civeo maylocal government authorities and citizens. We are subject us to future liabilities.
We spun off (the "Spin-Off") our accommodations business to Civeo Corporation ("Civeo"), a stand-alone, publicly traded corporation, through a tax-free distribution to our stockholders on May 30, 2014.
Pursuant to agreements we entered into with Civeo in connection with the Spin-Off, we and CiveoOSHA Process Safety Management regulations, which are each generally responsible for the obligations and liabilities related to our respective businesses. Pursuant to those agreements, we and Civeo each agreed to cross-indemnities principally designed to allocate financial responsibility forprevent or minimize the obligationsconsequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. We have incurred and liabilitieswill continue to incur operating and capital expenditures to comply with occupational health and safety laws and regulations. Historically these costs have not had a material adverse effect on our results of our business to us and those of Civeo’s business to it.operations. However, third parties, including governmental agencies, could seek to hold us responsible for


obligations and liabilities that Civeo agreed to retain or assume, and there can be no assurance that such costs will not be material in the indemnification from Civeo will be sufficient to protect us against the full amount of such obligations and liabilities,future or that Civeosuch future compliance will be ablenot have a material adverse effect on our business and operational results.
Our and our customers' operations are subject to fully satisfy its indemnification obligations. Additionally, if a court were to determine that the Spin-Off or related transactions, including the paymentseries of risks arising out of the dividendthreat of climate change that could result in increased operating costs, limit the areas in which oil and natural gas production may occur, and reduce demand for the products and services we received from Civeo, were consummatedprovide.
The threat of climate change continues to attract considerable attention in the United States and in foreign countries. Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs as well as to restrict or eliminate such future emissions. As a result, our operations as well as the operations of our oil and natural gas exploration and production customers are subject to a series of regulatory, political, financial and litigation risks associated with the actual intentproduction and processing of fossil fuels and emission of GHGs. For example, President Biden has signed a series of executive orders that, among other things, recommitted
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the United States to hinder, delaythe Paris Agreement, called for increased emphasis on climate change across government agencies and economic sectors, suspended the issuance of new leases and authorizations for oil and gas development on federal leans and waters, and called for the issuance of new or defraud currentmore stringent emissions standards for new, modified and existing oil and gas facilities. See "Part I, Item 1. Business – Environmental and Occupational Health and Safety Matters" for more discussion on the threat of regulation of GHG emissions.
The adoption and implementation of new or future creditorsmore stringent international, federal or resulted in Civeo receiving less than reasonably equivalent value when it was insolvent,state executive actions, legislation, regulations or regulatory initiatives that it was rendered insolvent, inadequately capitalized or unable to pay its debts as they become due, then it is possible that the court could disregard the allocation of obligations and liabilities agreed to between us and Civeo and impose substantial obligations and liabilities on us, void some or all of the Spin-Off transactions or require us to repay some or all of the dividend we received in connection with the Spin-Off. Any of the foregoing could adversely affect our financial condition and our results of operations.
In connection with the Spin-Off, we received a private letter rulingmore stringent standards for GHG emissions from the Internal Revenue Service ("IRS") regarding certain aspectsoil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of the Spin-Off. The private letter ruling,compliance or costs of consuming fossil fuels. Such legislation or regulations could result in increased costs of compliance or costs of consuming, and an opinion we received fromthereby reduce demand for oil and natural gas, which could reduce demand for our tax advisor, each rely on certain facts, assumptions, representationsservices and undertakings from usproducts. Additionally, political, financial and Civeo regarding the pastlitigation risks may result in our oil and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations,natural gas customers restricting or undertakings are, or become, incorrect or not otherwise satisfied, we may not be able to rely on the private letter ruling or the opinion of our tax advisor and could be subject to significant tax liabilities. In addition, an opinion of counsel is not binding upon the IRS, so, notwithstanding the opinion of our tax advisor, the IRS could conclude upon audit that the Spin-Off is taxable in full or in part if it disagrees with the conclusions in the opinion, orcanceling production activities, incurring liability for other reasons, includinginfrastructure damages as a result of certain significantclimatic changes, or impairing the ability to continue to operate in an economic manner, which also could reduce demand for our services and products. One or more of these developments could have a material adverse effect on our business, financial condition and results of operation. Moreover, the increased competitiveness of alternative energy sources (such as wind, solar, geothermal, tidal and biofuels) could reduce demand for hydrocarbons, and therefore for our products and services, which would lead to a reduction in our revenues.
The ESA, the Migratory Bird Treaty Act and other laws intended to protect certain species of wildlife govern our and our oil and natural gas exploration and production customers' operations, which constraints could have an adverse impact on our ability to expand some of our existing operations or Civeo’s stock ownership. Iflimit our customers' ability to develop new oil and natural gas wells.
In the Spin-OffUnited States, the ESA and comparable state laws were established to protect endangered and threatened species. Under the ESA, if a species is determinedlisted as threatened or endangered, restrictions may be imposed on activities adversely affecting that species' habitat. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act ("MBTA"). The U.S. Fish and Wildlife Service ("FWS") under former President Trump issued a final rule on January 7, 2021, which notably clarifies that criminal liability under the MBTA will apply only to actions "directed at" migratory birds, its nests, or its eggs; however, in 2020, the U.S. District Court for the Southern District of New York vacated a DOI memorandum articulating a similar interpretation. We expect that the January 7 rulemaking will be taxablesubject to litigation or to reconsideration by the Biden Administration. Oil and natural gas operations in our operating areas may be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife, which may limit our ability to operate in protected areas. Permanent restrictions imposed to protect endangered and threatened species could prohibit drilling in certain areas or require the implementation of expensive mitigation measures.
Moreover, the FWS may make determinations on the listing of numerous species as endangered or threatened under the ESA. The designation of previously unidentified endangered or threatened species could indirectly cause us to incur additional costs, cause our or our oil and natural gas exploration and production customers' operations to become subject to operating restrictions or bans, and limit future development activity in affected areas, which could reduce demand for U.S. federal income tax purposesour products and services to those customers.
Increasing attention to environmental, social & governance ("ESG") matters may impact our business.
Companies across all industries are facing increasing scrutiny from stakeholders related to their ESG practices. Companies which do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for any reason, weESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected. Increasing attention to climate change, increasing societal expectations on companies to address climate change, and potential consumer use of substitutes to energy commodities may result in increased costs, reduced demand for our stockholderscustomers' hydrocarbon products and our services, reduced profits, increased investigations and litigation, and negative impacts on our stock price and access to capital markets. Increasing attention to climate change, for example, may result in demand shifts for our customers' hydrocarbon products and additional governmental investigations and private litigation against those customers.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Currently, there are no universal standards for such scores or ratings, but the importance of sustainability evaluations is becoming more broadly accepted by investors and shareholders. Such ratings are used by some investors to inform their investment and voting decisions. Additionally, certain investors use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with companies to require improved ESG disclosure or performance. Moreover, certain
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members of the broader investment community may consider a company's sustainability score as a reputational or other factor in making an investment decision. Consequently, a low sustainability score could incur significant income tax liabilities.result in exclusion of our stock from consideration by certain investment funds, engagement by investors seeking to improve such scores and a negative perception of our operations by certain investors.
Item 1B.Unresolved Staff Comments
None.
Item 2.Properties
The Company owns or leasesWe own and lease numerous manufacturing facilities, service centers, sales and administrative offices, storage yards and data processing centers in support of its worldwide operations. The following presents the location of the Company’sour principal owned or leased facilities, by segment.
Well Site Services – Neuquén and Cutral Co, Argentina, Grand Prairie and Red Deer, Canada; and in the United States: Alice, Houston, and Midland, Texas; New Iberia and Houma, Louisiana; Oklahoma City, Oklahoma; Casper and Rock Springs, Wyoming; Williston, North Dakota and Renton, Washington.
Downhole Technologies – Millsap, Fort Worth, Weatherford, Pleasanton and Midland, Texas; and Clearfield, Pennsylvania; Dickinson, North Dakota and Oklahoma City and Piedmont, Oklahoma in the United States; and Aberdeen, Scotland.
Offshore/Manufactured Products – Rio de Janeiro and Macae, Brazil; Aberdeen, Bathgate and West Lothian, Scotland; Barrow-in-Furness, England; Rayong, Thailand; Singapore; Navi Mumbai, India; Las Palmas, Spain; Shenzhen, China; Abu Dhabi, UAE; and in the United States: Arlington, Houston and Lampasas, Texas; Oklahoma City and Tulsa, Oklahoma and Houma, Louisiana.
Our principal corporate offices are located in Houston, Texas.
We believe that our leases are at competitive or market rates and do not anticipate any difficulty in leasing additional suitable space upon the expiration of our current lease terms.
Item 3.Legal Proceedings
Information regarding legal proceedings is set forth in Note 13,14, "Commitments and Contingencies," of the Consolidated Financial Statements included in this Annual Report on Form 10‑K and is incorporated herein by reference.
Item 4.Mine Safety Disclosures
Not applicable.

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PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock Information
Our authorized common stock consists of 200,000,000 shares of common stock. There were 60,498,46561,043,197 shares of common stock outstanding as of February 18, 2019.12, 2021. The approximate number of record holders of our common stock as of February 18, 201912, 2021 was 14. Our common stock is traded on the New York Stock Exchange (“NYSE”("NYSE") under the ticker symbol OIS."OIS".
We have not declared or paid any cash dividends on our common stock since our initial public offering in 2001 and our Amended Revolving Credit Facility limits the payment of dividends. For additional discussion of such restrictions, please see "Part II, Item 7. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations."Operations" of this Annual Report on Form 10-K. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our Board of Directors considers relevant.
Performance Graph
The following graph and charttable compare the cumulative five-year total stockholder return on the Company'sour common stock relative to the cumulative total returns of the Standard & Poor's 500 Stock Index, the PHLX Oil Service Sector index, an index of oil and gas related companies that represent an industry composite of the Company'sour peer group, and a customized peer group of sixteen and thirteen companies, with the individual companies listed in footnote (2) and (3) below, respectively, for the period from December 31, 20132015 to December 31, 2018.2020. The graph and chart show the value at the dates indicated of $100 invested atas of December 31, 20132015 and assume the reinvestment of all dividends. The stockholder return set forth below is not necessarily indicative of future performance. The following graph and related information shall not be deemed “soliciting material”"soliciting material" or to be “filed”"filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act, of 1934, except to the extent that Oil States specifically incorporates it by reference into such filing.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN(1)
Among Oil States International, Inc., the S&P 500 Index,
the PHLX Oil Service Sector Index, and aOld Peer Group(2) and New Peer Group(3)
chart-7b299a461f2354a0911.jpgois-20201231_g1.jpg
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201520162017201820192020
As of December 31, 2013 2014 2015 2016 2017 2018
Oil States International, Inc. $100.00
 $84.15
 $46.89
 $67.11
 $48.70
 $24.57
Oil States International, Inc.$100.00 $143.12 $103.85 $52.40 $59.85 $18.42 
Peer Group(2)
 100.00
 71.02
 50.77
 64.63
 54.87
 29.81
Old Peer Group(2)
Old Peer Group(2)
$100.00 $124.38 $108.02 $62.89 $58.88 $34.80 
New Peer Group(3)
New Peer Group(3)
$100.00 $124.38 $109.20 $63.93 $62.11 $35.50 
PHLX Oil Service Sector 100.00
 84.52
 65.46
 82.39
 70.36
 39.79
PHLX Oil Service Sector$100.00 $118.98 $98.51 $53.97 $53.67 $31.09 
S&P 500 100.00
 113.69
 115.26
 129.05
 157.22
 150.33
S&P 500$100.00 $111.96 $136.40 $130.42 $171.49 $203.04 
____________________
(1)$100 invested on December 31, 2013 in stock or index, including reinvestment of dividends. Fiscal year ended December 31.
(2)The sixteen companies included in the Company's customized peer group are: Archrock, Inc., Bristow Group Inc., Carbo Ceramics Inc., Core Laboratories N.V., Dril-Quip, Inc., Forum Energy Technologies, Inc., Franks International N.V., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., Key Energy Services, Inc., McDermott International Inc., Oceaneering International, Inc., Patterson-UTI Energy, Inc., RPC, Inc., Superior Energy Services, Inc. and Tidewater Inc.
(1)$100 invested on December 31, 2015 in stock or index, including reinvestment of dividends. Fiscal year ended December 31.
(2)The thirteen companies included in our first customized peer group ("Old Peer Group") are: Archrock, Inc., Core Laboratories N.V., Dril-Quip, Inc., Exterran Corporation, Forum Energy Technologies, Inc., Franks International N.V., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., Key Energy Services, Inc., Newpark Resources, Oceaneering International, Inc., RPC, Inc., and Superior Energy Services, Inc.
(3)The fourteen companies included in our second customized peer group ("New Peer Group") are: Apergy Corporation (acquired by ChampionX Corporation), Archrock, Inc., ChampionX Corporation, Core Laboratories N.V., Dril-Quip, Inc., Exterran Corporation, Forum Energy Technologies, Inc., Franks International N.V., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., Newpark Resources, Oceaneering International, Inc., RPC, Inc., and Superior Energy Services, Inc.
Information used in the graph and table was obtained from Research Data Group, Inc., a source believed to be reliable, but we are not responsible for any errors or omissions in such information. Used with permission.


Unregistered Sales of Equity Securities and Use of Proceeds
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchases
Period 
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 
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(2)
October 1 through October 31, 2018 
 $
 
 $120,544,560
November 1 through November 30, 2018 
 
 
 120,544,560
December 1 through December 31, 2018 
 
 
 120,544,560
Total 
 $
 
  
____________________
(1)PeriodNo shares were purchased during
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
Approximate Dollar Value of Shares That May Yet Be Purchased Under the three-month period ended DecemberPlans orPrograms(2)
October 1 through October 31, 2018.2020
— $— — $— 
(2)November 1 through November 30, 2020We maintain a share repurchase program providing for the repurchase of up to $150 million of our common stock, which, following extension, was scheduled to expire on July 29, 2018. On July 25, 2018, our Board of Directors extended the share repurchase program for one year to July 29, 2019.— — — — 
December 1 through December 31, 2020— — — — 
Total— $— — 


____________________
(1)No shares were purchased during the three-month period ended December 31, 2020.
(2)We maintained a share repurchase program providing for the repurchase of up to $150 million of our common stock, which was allowed to expire on July 29, 2020.
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Item 6.Selected Financial Data
The selected financial data on the following pages include selected historical financial information of our company as of and for each of the five years ended December 31, 2018.2020. The following data should be read in conjunction with "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Company'sour Consolidated Financial Statements and related notes included in "Part II, Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10‑K in order to understand factors, such as business combinations, charges and credits, financing transactions and changes in tax regulations, which may impact the comparability of the selected financial data. Additionally, we completed the spin-off of our accommodations segment in May 2014. Accordingly, information presented below for 2014 reflects our accommodations segment as discontinued operations.
Selected Financial Data
(In thousands, except per share amounts)
Year Ended December 31,
20202019201820172016
Statement of Operations Data:
Revenues$638,075 $1,017,354 $1,088,133 $670,627 $694,444 
Costs and expenses:
Product and service costs (exclusive of depreciation and amortization expense presented below)(1)
561,805 802,589 834,513 520,755 526,770 
Selling, general and administrative expenses94,102 122,932 138,070 114,816 124,033 
Depreciation and amortization expense98,543 123,319 123,530 107,667 118,720 
Impairments of goodwill(2)
406,056 165,000 — — — 
Impairments of fixed and lease assets(3)
12,447 33,697 — — — 
Other operating (income) expense, net(538)(2,003)(2,104)1,261 (5,796)
1,172,415 1,245,534 1,094,009 744,499 763,727 
Operating loss(534,340)(228,180)(5,876)(73,872)(69,283)
Interest expense, net(13,869)(17,636)(18,995)(4,315)(4,944)
Other income, net(4)
13,880 5,089 3,139 775 902 
Loss before income taxes(534,329)(240,727)(21,732)(77,412)(73,325)
Income tax benefit (provision)(5)
65,946 8,919 2,627 (7,438)26,939 
Net loss from continuing operations(468,383)(231,808)(19,105)(84,850)(46,386)
Net loss from discontinued operations, net of tax— — — — (4)
Net loss$(468,383)$(231,808)$(19,105)$(84,850)$(46,390)
Net loss per share:
Basic$(7.83)$(3.90)$(0.33)$(1.69)$(0.92)
Diluted(7.83)(3.90)(0.33)(1.69)(0.92)
Weighted average number of common shares outstanding:
Basic59,812 59,379 58,712 50,139 50,174 
Diluted59,812 59,379 58,712 50,139 50,174 
Year Ended December 31,
20202019201820172016
Other Data:
Net cash provided by operating activities$132,755 $137,432 $103,170 $95,382 $149,257 
Net cash used in investing activities, including capital expenditures and acquisition of businesses (2018)(3,729)(51,982)(461,375)(47,615)(29,292)
Net cash (used in) provided by financing activities(65,017)(95,908)324,058 (65,060)(84,875)
EBITDA, as defined(6)
17,016 98,925 120,793 34,570 50,339 
Capital expenditures12,749 56,116 88,024 35,171 29,689 
Acquisitions of businesses, net of cash acquired— — 379,676 12,859 — 
Cash used for treasury stock purchases— 757 — 16,283 — 
Cash paid for interest6,402 9,626 9,864 4,206 3,942 
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 Year Ended December 31,
 2018 2017 2016 2015 2014
Statement of Operations Data:         
Revenues$1,088,133
 $670,627
 $694,444
 $1,099,977
 $1,819,609
Costs and expenses:         
Product and service costs (exclusive of depreciation and amortization expense presented below)834,513
 520,755
 526,770
 785,698
 1,205,884
Selling, general and administrative expenses138,070
 114,816
 124,033
 132,664
 169,432
Depreciation and amortization expense123,530
 107,667
 118,720
 131,257
 124,776
Other operating (income) expense, net(2,104) 1,261
 (5,796) (4,648) 9,262
 1,094,009
 744,499
 763,727
 1,044,971
 1,509,354
Operating income (loss)(5,876) (73,872) (69,283) 55,006
 310,255
Interest expense(19,314) (4,674) (5,343) (6,427) (17,173)
Interest income319
 359
 399
 543
 560
Loss on extinguishment of debt(1)

 
 
 
 (100,380)
Other income3,139
 775
 902
 1,446
 3,082
Income (loss) from continuing operations before income taxes(21,732) (77,412) (73,325) 50,568
 196,344
Income tax benefit (provision)(2)
2,627
 (7,438) 26,939
 (22,197) (69,117)
Net income (loss) from continuing operations(19,105) (84,850) (46,386) 28,371
 127,227
Net income (loss) from discontinued operations, net of tax
 
 (4) 226
 51,776
Net income (loss)$(19,105) $(84,850) $(46,390) $28,597
 $179,003
          
Basic net income (loss) per share from:         
Continuing operations$(0.33) $(1.69) $(0.92) $0.55
 $2.37
Discontinued operations
 
 
 0.01
��0.96
Net income (loss)$(0.33) $(1.69) $(0.92) $0.56
 $3.33
          
Diluted net income (loss) per share from:         
Continuing operations$(0.33) $(1.69) $(0.92) $0.55
 $2.35
Discontinued operations
 
 
 0.01
 0.96
Net income (loss)$(0.33) $(1.69) $(0.92) $0.56
 $3.31
          
Weighted average number of common shares outstanding:         
Basic58,712
 50,139
 50,174
 50,269
 52,862
Diluted58,712
 50,139
 50,174
 50,335
 53,151


 Year Ended December 31,
 2018 2017 2016 2015 2014
Other Data:         
Net cash provided by continuing operating activities$103,170
 $95,382
 $149,257
 $255,768
 $302,644
Net cash used in continuing investing activities, including acquisition of businesses and capital expenditures(461,375) (47,615) (29,292) (147,196) (198,504)
Net cash provided by (used in) continuing financing activities324,058
 (65,060) (84,875) (124,722) (378,912)
EBITDA, as defined(3)
120,793
 34,570
 50,339
 187,709
 438,113
Capital expenditures88,024
 35,171
 29,689
 114,738
 199,256
Acquisitions of businesses, net of cash acquired379,676
 12,859
 
 33,427
 157
Cash used for treasury stock purchases
 16,283
 
 105,916
 226,303
As of December 31,
As of December 31,
2018 2017 2016 2015 201420202019201820172016
Balance Sheet Data:         Balance Sheet Data:
Cash and cash equivalents$19,316
 $53,459
 $68,800
 $35,973
 $53,263
Cash and cash equivalents$72,011 $8,493 $19,316 $53,459 $68,800 
Total current assets534,031
 455,937
 489,977
 611,473
 826,666
Total current assets423,593 483,429 534,031 455,937 489,977 
Property, plant and equipment, net540,427
 498,890
 553,402
 638,725
 649,846
Property, plant and equipment, net(3)
Property, plant and equipment, net(3)
383,562 459,724 540,427 498,890 553,402 
Operating lease assets(7)
Operating lease assets(7)
33,140 43,616 — — — 
Intangible assets, including goodwill(2)902,319
 318,274
 316,115
 323,172
 306,085
282,238 712,397 902,319 318,274 316,115 
Total assets2,003,821
 1,301,511
 1,383,898
 1,596,471
 1,806,167
Total assets1,152,260 1,727,867 2,003,821 1,301,511 1,383,898 
Long-term debt, excluding current portion306,177
 4,870
 45,388
 125,887
 143,390
Long-term debt, excluding current portion165,759 222,552 306,177 4,870 45,388 
Long-term operating lease liabilities, excluding current portion(7)
Long-term operating lease liabilities, excluding current portion(7)
29,166 35,777 — — — 
Total stockholders' equity1,439,768
 1,132,713
 1,204,307
 1,255,672
 1,340,657
Total stockholders' equity757,631 1,223,967 1,439,768 1,132,713 1,204,307 
We believe that net income (loss) attributable to continuing operationsloss is the financial measure calculated and presented in accordance with generally accepted accounting principles that is most directly comparable to EBITDA as defined. The following table reconciles EBITDA as defined with our net income (loss) attributable to continuing operations,loss, as derived from our financial information (in thousands):
 Year Ended December 31,
 2018 2017 2016 2015 2014
Net income (loss) from continuing operations$(19,105) $(84,850) $(46,386) $28,371
 $127,227
Depreciation and amortization expense123,530
 107,667
 118,720
 131,257
 124,776
Interest expense, net18,995
 4,315
 4,944
 5,884
 16,613
Loss on extinguishment of debt(1)

 
 
 
 100,380
Income tax provision (benefit)(2)
(2,627) 7,438
 (26,939) 22,197
 69,117
EBITDA, as defined(3)
$120,793
 $34,570
 $50,339
 $187,709
 $438,113
Year Ended December 31,
20202019201820172016
Net loss$(468,383)$(231,808)$(19,105)$(84,850)$(46,386)
Depreciation and amortization expense98,543 123,319 123,530 107,667 118,720 
Impairments of goodwill(2)
406,056 165,000 — — — 
Impairments of inventories(1)
31,151 — — — — 
Impairments of fixed and lease assets(3)
12,447 33,697 — — — 
Gains of extinguishment of 1.50% convertible senior notes(10,721)— — — — 
Interest expense, net13,869 17,636 18,995 4,315 4,944 
Income tax provision (benefit)(5)
(65,946)(8,919)(2,627)7,438 (26,939)
EBITDA, as defined(6)
$17,016 $98,925 $120,793 $34,570 $50,339 
____________________
(1)During 2014, we recognized losses on the extinguishment of debt totaling $100.4 million, primarily due to the repurchase of all of our then-outstanding 6.50% and 5.125% senior notes at a premium.
(2)During 2017, we recorded a provisional non-cash charge of $28.2 million associated with U.S. income tax legislation enacted on December 22, 2017. During 2018, we adjusted our 2017 provisional estimate and recorded a tax benefit of $5.8 million following the issuance of updated guidance with respect to this U.S. income tax legislation. See Note 8, "Income Taxes."
(3)The term EBITDA as defined consists of net income (loss) attributable to continuing operations plus interest expense, net, loss on extinguishment of debt, income tax provision (benefit), depreciation and amortization expense. EBITDA as defined is not a measure of financial performance under generally accepted accounting principles. You should not consider it in isolation from or as a substitute for net income (loss) or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. Additionally, EBITDA as defined may not be comparable to other similarly titled measures of other companies. We have included EBITDA as defined as a supplemental disclosure because our management believes that EBITDA as defined provides useful information regarding our ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing our operating performance with the performance of other companies that have different financing and capital structures or tax rates. We use EBITDA as defined to compare and to monitor the performance of our business segments to other comparable public companies and as a benchmark for the award of incentive compensation under our annual incentive compensation plan.

(1)During 2020, we recognized non-cash inventory impairment charges totaling $31.2 million ($17.9 million in product costs and $13.3 million in service costs).

(2)During 2020, we recognized non-cash goodwill impairment charges totaling $406.1 million to reduce the carrying value of our reporting units to their estimated fair value. During 2019, our Downhole Technologies segment recognized a non-cash goodwill impairment charge of $165.0 million to reduce the carrying value of the unit to its estimated fair value.
(3)During 2020, we recognized non-cash impairment charges totaling $12.4 million to reduce the carrying value of our fixed assets and leases to their estimated realizable value. During 2019, our Drilling Services business recognized a non-cash impairment charge of $33.7 million to reduce the carrying value of the business' fixed assets to their estimated realizable value.
(4)During 2020, we recognized non-cash gains of $10.7 million in connection with our purchases of $34.9 million principal amount of the Notes.
(5)During 2020, we recognized discrete tax benefits totaling $16.4 million related to U.S. net operating loss carrybacks under provisions of the Coronavirus Aid, Relief and Economic Security ("CARES") Act. During 2018, we adjusted our 2017 provisional estimate associated with U.S. income tax legislation enacted in December 2017 and recorded a tax benefit of $5.8 million.
(6)The term EBITDA as defined consists of net loss plus depreciation and amortization expense, non-cash impairments of inventory, goodwill, fixed asset and leases, interest expense, net, non-cash gains on extinguishment of debt and income tax benefit. EBITDA as defined does not give effect to cash used for debt service requirements, reinvestment or other discretionary uses and is not a measure of financial performance under generally accepted accounting principles. You should not consider it in isolation from or as a substitute for net loss or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. We have included EBITDA as defined as a supplemental disclosure because we believe that EBITDA as defined provides useful information regarding our ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing our operating performance with the performance of other companies that have different financing and capital structures or tax rates. We use EBITDA as defined to compare and to monitor the performance of our business segments to other comparable public companies and as a benchmark for the award of incentive compensation under our annual incentive compensation plan.
(7)On January 1, 2019, we adopted the revised accounting guidance for leases, which required the recognition of lease assets and lease liabilities for all leases that are not short-term in nature. Prior periods were not retrospectively adjusted.
See Note 3, "Asset Impairments and Other Charges," Note 4, "Details of Selected Balance Sheet Accounts," Note 6, "Goodwill and Other Intangible Assets," Note 7, "Long-term Debt," Note 8, "Operating Leases," and Note 9, "Income Taxes," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further discussion of these and other charges and benefits.
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ITEM 7.Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and related notes appearing in "Part II Item 8 Financial Statements and Supplementary Data." This section of this Annual Report on Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Annual Report on Form 10-K can be found in "Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and AnalysisOperations" of Financial Condition and Results of Operationsour Annual Report on Form 10-K for the fiscal year ended December31, 2019. This discussion contains “forward-looking statements”"forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on management’sour current expectations, estimates and projections about our business operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of numerous factors, including the known material factors set forth in “Part"Part I, Item 1A. Risk Factors." You should read the following discussion and analysis together with our Consolidated Financial Statements and the notes to those statements included elsewhere in this Annual Report on Form 10‑K.K in order to understand factors, such as business combinations, charges and credit and financing transactions, which may impact comparability from period to period.
We provide a broad range of products and services to the oil and gas industryour customers through our Well Site Services, Downhole Technologies and Offshore/Manufactured Productsthree business segments. Demand for our products and services is cyclical and substantially dependent upon activity levels in the oil and gas industry, particularly our customers’customers' willingness to invest capital in the exploration for and development of crude oil and natural gas reserves. Our customers’customers' capital spending programs are generally based on their cash flows and their outlook for near-term and long-term commodity prices, economic growth, commodity demand and estimates of resource production. As a result, demand for our products and services is largely sensitive to future expectations with respect to crude oil and natural gas prices.
Our consolidated
Recent Developments
Disruptions caused by the COVID-19 pandemic and measures taken to prevent its spread or mitigate its effects both domestically and international have impacted our results of operationsoperations.In March of 2020, the spot price of WTI crude oil declined over 50% in response to actual and forecasted reductions in global demand for 2018 include contributions fromcrude oil due to the GEODynamicsCOVID-19 pandemic coupled with announcements by Saudi Arabia and Falcon acquisitions completedRussia of plans to increase crude oil production in an effort to protect market share. OPEC, its members, and other state-controlled oil companies ultimately agreed to reduce production following the crude oil price collapse and many operators shut-in production in the first quarterUnited States in an effort to address rapidly collapsing demand. While crude oil prices have recovered some of 2018their losses since reaching record low levels in April of 2020, the spot price of Brent and reflectWTI crude oil averaged $42 and $39 per barrel during 2020 – down 35% and 31%, respectively, from their comparable 2019 averages. The ultimate magnitude and duration of the COVID-19 pandemic, the timing and extent of governmental restrictions placing limitations on the mobility and ability to work of the worldwide population, and the related impact on crude oil prices, the global economy and capital markets remains uncertain. While it is difficult to assess or predict with precision the broad future effect of currentthis pandemic on the global economy, the energy industry trendsor us, we expect that the COVID-19 pandemic will continue to adversely affect demand for our products and customerservices in 2021.
Demand for most of our products and services depends substantially on the level of capital expenditures invested in the oil and natural gas industry, which reached 15-year lows in 2020. The decline in crude oil prices, coupled with higher crude oil inventory levels in 2020, caused rapid reductions in most of our customers' drilling, completion and production activities and their related spending on products and services, particularly those supporting activities which are directed toward growth in the U.S. shale play regionsregions. These conditions have and may continue to result in a material adverse impact on certain customers' liquidity and financial position, leading to further spending reductions, delays in the collection of amounts owed and, in certain instances, non-payments of amounts owed. Additionally, future actions among OPEC members and other oil producing nations as to production levels and prices could result in further declines in crude oil prices, which would prove detrimental, particularly given the weak demand environment for crude oil and associated products caused by the ongoing COVID-19 pandemic.
Following the unprecedented events commencing in March 2020, we immediately began aggressive implementation of cost reduction initiatives in an effort to reduce our expenditures to protect the financial health of our company, including the following:
reduced headcount by 32% between December 31, 2019 and December 31, 2020;
reduced capital expenditures in 2020 by 77% compared to 2019;
reduced annual short-term and long-term incentive awards; and
consolidated and closed certain facilities.
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Given the COVID-19 induced economic destruction, we assessed the carrying value of goodwill and other assets based on the industry outlook regarding overall demand for and pricing of our products and services. As a result of these events, actions and assessments, we recorded the following charges during 2020:
non-cash goodwill impairment charges of $406.1 million to reduce the carrying value of our reporting units to their estimated fair value;
non-cash impairment charges of $31.2 million to reduce the carrying value of inventory to its estimated realizable value;
non-cash impairment charges of $12.4 million to decrease the carrying value of our fixed assets and leases to their estimated realizable value; and
employee severance and restructuring charges of $9.1 million.
As discussed in more detail under "– Liquidity, Capital Resources and Other Matters – Financing Activities – Revolving Credit Facility," we amended our existing Revolving Credit Facility during the second quarter of 2020. In connection with this amendment, the Revolving Credit Facility size was reduced from $350 million to $200 million, with advances subject to a general slowingmonthly borrowing base calculation, in exchange for suspension of investmentsthe existing financial covenants from July 1, 2020 through March 30, 2021.
On February 10, 2021, as discussed in deepwater markets globally sincemore detail under "– Liquidity, Capital Resources and Other Matters – Financing Activities – Asset-based Revolving Credit Facility," we entered into the start ofAsset-based Revolving Credit Facility in order to extend maturity, which provides for a prolonged industry downturn$125.0 million asset-based revolving credit facility under which credit availability is subject to a monthly borrowing base calculation. The Asset-based Revolving Credit Facility matures in 2014.
Recent DevelopmentsFebruary 2025. Concurrent with entering into the Asset-based Revolving Credit Facility, the existing Amended Credit Agreement was terminated.
In addition, to capital spending,as discussed in more detail under "– Liquidity, Capital Resources and Other Matters – Financing Activities – 1.50% Convertible Senior Notes due February 2023," we have invested in acquisitionsopportunistically purchased a total of businesses complementary to our growth strategy. Our acquisition strategy has allowed us to leverage our existing and acquired products and services into new geographic locations and has expanded$34.9 million principal amount of the breadth of our technology and product offerings while allowing us to leverage our cost structure. We have made strategic and complementary acquisitions in each of our business segments in recent years.
On December 12, 2017 we entered into an agreement to acquire GEODynamics, Inc. ("GEODynamics"), which provides oil and gas perforation systems and downhole tools in support of completion, intervention, wireline and well abandonment operations. On January 12, 2018, we closed the acquisition of GEODynamicsNotes for total consideration of approximately $615 million (the "GEODynamics Acquisition"), consisting of (i) $295$20.1 million in cash (net of cash acquired), (ii) approximately 8.66and recognized non-cash gains totaling $10.7 million shares of our common stock and (iii) an unsecured $25 million promissory note.
In connection with the GEODynamics Acquisition, we completed several financing transactions to extend the maturity of our debt while providing us with the flexibility to repay outstanding borrowings under our revolving credit facility with anticipated future cash flows from operations. On January 30, 2018, we sold $200.0 million aggregate principal amount of our 1.50% convertible senior notes due February 2023 (the "Notes") through a private placement to qualified institutional buyers. We received net proceeds from the offering of the Notes of approximately $194 million, after deducting issuance costs. We used the net proceeds from the sale of the Notes to repay a portion of the borrowings outstanding under our revolving credit facility (the "Revolving Credit Facility"), substantially all of which were drawn to fund the cash portion of the purchase price paid for GEODynamics.
Concurrently with the Notes offering, we amended our Revolving Credit Facility (the "Amended Revolving Credit Facility"), to extend the maturity date to January 30, 2022, permit the issuance of the Notes and provide for up to $350 million in borrowing capacity.
On February 28, 2018, we acquired Falcon Flowback Services, LLC ("Falcon"), a full service provider of flowback and well testing services for the separation and recovery of fluids, solid debris and proppant used during hydraulic fracturing operations. Falcon provides additional scale and diversity to our Completion Services business in key shale plays in the United States. The acquisition price was $84.2 million (net of cash acquired), subject to customary post-closing purchase price adjustments. The Falcon acquisition was funded with borrowings under our Amended Revolving Credit Facility.2020.
See Note 5, "Business Acquisitions"3, "Asset Impairments and Other Charges," Note 4, "Details of Selected Balance Sheet Accounts," Note 6, "Goodwill and Other Intangible Assets," Note 7, "Long-term Debt"Debt," and Note 8, "Operating Leases," to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion of these recent developments.


Macroeconomic Environmentdiscussion.
The macroeconomic environment for the energy sector has been volatile in recent years. Significant downward crude oil price volatility began earlyand natural gas industry is highly cyclical which may result in declines in the fourth quarterdemand for, and prices of, 2014our products and continued onservices, the inability or failure of our customers to meet their obligations to us or a downward trend into 2016. In response to weak crude oil prices, the Organization of Petroleum Exporting Countries ("OPEC"), along with Russia, agreed to reduce crude oil production in late 2016 in an effort to re-balance crude oil supply and demand in the market. Crude oil prices began to improve in the second half of 2017, which carried into 2018. During 2018, crude oil prices rose to their highest levels since the downturn began in late 2014, improving our customers' cash flow and potentially driving them to invest additional capital to increase their production. Additionally, advancements in technologies and improved operating efficiencies have allowed the U.S. exploration and production industry to lower the breakeven price of oil and gas production. The U.S. Energy Information Administration ("EIA") estimates that U.S. crude oil production averaged 10.9 million barrels per day in 2018, up approximately 17% from the 2017 average, reaching its highest level and experiencing the largest volume growth on record. However, during the fourth quarter of 2018, crude oil prices declined approximately 40%, due in part to higher than expected supply growth from the United States, Russia and Saudi Arabia, as well as concerns over the possible slowing of global demand growth. In response to the precipitoussustained decline in crude oil prices, OPEC and Russia agreed to reduce production and the Canadian government mandated a production shut-in in December of 2018. While theseour market capitalization. These and other events should provide support for a more balanced supply and demand environment later in 2019,potentially adverse market conditions could require us to incur additional asset impairment charges, record additional deferred tax valuation allowances and/or further write down the EIA currently forecasts that the average price per barrel of crude oil in 2019 will be approximately 15% below the 2018 average.
As shown in the table that follows, West Texas Intermediate ("WTI") and Brent crude oil prices averaged $65 per barrel and $71 per barrel, respectively, in 2018, up 28% and 32%, respectively, compared to 2017 average prices. Rising crude oil prices rapidly translated into increased U.S. land oriented drilling and completion activity during 2017 and 2018 in areas of concentrated activity such as the Permian Basin, which led to record high domestic production. Spending in the U.S. shale play regions positively influenced overall drilling and completion activity, with the average U.S. rig count for 2018 improving 18% compared to 2017. This drove improvements in activity for our Well Site Services segment as well as demand for our Downhole Technologies' products and short-cycle products offered by our Offshore/Manufactured Products segment. Production in the Permian Basin grew at such a rapid rate that it tested the limits of pipeline take away capacity out of the basin in 2018, leading to a significant differential between crude oil prices realized locally (e.g. WTI-Midland) compared to Brent crude oil prices, which limited the revenue and cash flow growth for manyvalue of our customers. As discussed above, crude oil prices declined materially in the fourth quarter of 2018 – with WTI closing at $45 per barrel on December 28, 2018. This decline in crude oil prices had a moderatinggoodwill and other intangible assets, and may otherwise adversely impact on our fourth quarter 2018 consolidated results of operations, particularly in U.S. shale play regions,our cash flows and will likely negatively impact customers' 2019 budgets. As a result, we expect certain customer-driven activity declines in early 2019, as operators reassess their budgets and plans in light of lower commodity prices. our financial position.
Overview
Current and expected future pricing for WTI crude oil, along with a belief that regulatory access will be allowed, are factors that will continue to influence our customers’ spendingcustomers' willingness to invest in U.S. shale play developments as they look to spendallocate capital and strive for financial discipline and spending levels that are within their generatedcapital budgets and cash flow ranges.flows. Expectations for the longer-term price for Brent crude oil will continue to influence our customers’customers' spending related to global offshore drilling and development and, thus, a significant portion of the activity of our Offshore/Manufactured Products segment.
Given the historical volatility of crudeCrude oil prices there remains a degree of risk that prices couldare likely to remain at current levels or deteriorate furtherhighly volatile due to increases innumerous factors, including global uncertainties related to the COVID-19 pandemic, higher global inventory levels, increasing domestic or international crude oil production, U.S. and Chinachanges in governmental regulations, trade tensions with China, sanctions or waivers on Iranian production and tensions with Iran, civil unrest in Libya increasing price differentials between markets, slowing growth rates in China and other global regions,Venezuela, use of alternative fuels, improved vehicle fuel efficiency, a more sustained movement to electric vehicles and/or the potential for ongoing supply/demand imbalances. Conversely, if the global supply of crude oil were to decrease due to a prolonged reduction in capitalCapital investment by our customers or if governmentis at a 15-year low. This underinvestment coupled with potential instability in a major oil-producing nation develops, and energy demand wereforeign producing nations could lead to continue to increase, a sustained recovery in WTI and Brent crude oil prices could occur.as demand recovers following the pandemic. In any event, crude oil price improvements will depend upon the balance of global supply and demand, with a corresponding continued reduction in global inventories.
Natural gas prices have remained relatively constant during 2017 and 2018 – averaging approximately $3 per mmBtu. Customer spending in the natural gas shale plays has been limited due to significant technological advancements that have led to significant amounts of natural gas productionbeing produced from prolific basins in the Northeastern United States and from associated gas produced from the drilling and completion of unconventional oil wells in North America.

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Recent WTI crude oil, Brent crude oil and natural gas pricing trends are as follows:
  
Average price(1) for quarter ended
 
Average price(1) for year ended December 31
Year March 31 June 30 September 30 December 31 
WTI Crude (per bbl)        
   2018(2)
 $62.91
 $68.07
 $69.70
 $59.97
 $65.25
2017 51.62
 48.14
 48.18
 55.27
 50.80
2016 33.35
 45.46
 44.85
 49.14
 43.29
2015 48.49
 57.85
 46.49
 41.94
 48.66
Brent Crude (per bbl)        
   2018(2)
 $66.86
 $74.53
 $75.08
 $68.76
 $71.32
2017 53.59
 49.59
 52.10
 61.40
 54.12
2016 33.84
 45.57
 45.80
 49.11
 43.67
2015 53.98
 61.65
 50.44
 43.56
 52.32
Henry Hub Natural Gas (per mmBtu)      
2018 $3.08
 $2.85
 $2.93
 $3.77
 $3.15
2017 3.02
 3.08
 2.95
 2.90
 2.99
2016 1.99
 2.15
 2.88
 3.04
 2.52
2015 2.90
 2.75
 2.76
 2.12
 2.62
chart-217530c75aadc2cf8db.jpg
chart-a44bc77a18c7fdf9199.jpg
Average price(1) for quarter ended
Average price(1) for year ended December 31
YearMarch 31June 30September 30December 31
WTI Crude (per bbl)
2020$45.34 $27.96 $40.89 $42.52 $39.16 
201954.82 59.88 56.34 56.82 56.98 
201862.91 68.07 69.70 59.97 65.25 
Brent Crude (per bbl)
2020$50.27 $29.70 $42.91 $44.32 $41.96 
201963.10 69.01 61.95 63.17 64.26 
201866.86 74.53 75.08 68.76 71.32 
Henry Hub Natural Gas (per MMBtu)
2020$1.91 $1.70 $2.00 $2.52 $2.03 
20192.92 2.57 2.38 2.40 2.56 
20183.08 2.85 2.93 3.77 3.15 
____________________
(1)Source: U.S. Energy Information Administration. As of February 15, 2019, WTI crude oil, Brent crude oil and natural gas traded at approximately $55.58 per barrel, $66.41 per barrel and $2.59 per mmBtu, respectively.
(2)Reflecting the impact of pipeline take away capacity constraints from the Permian Basin in 2018, the average price per barrel for WTI (Midland, Texas) crude oil for the first, second, third and fourth quarters of 2018 was approximately 1%, 12%, 21% and 11%, respectively, below the average WTI crude oil quarterly benchmark prices referenced, which are based on the spot price of WTI at Cushing, Oklahoma. Average Brent crude oil prices for the first, second, third and fourth quarters of 2018 were 7%, 24%, 36% and 28%, respectively, above the corresponding average WTI (Midland, Texas) crude oil prices. As of February 15, 2019, WTI crude oil price was comparable to WTI (Midland, Texas) crude oil price due to reductions in pipeline take away capacity constraints from the Permian Basin.

(1)Source: U.S. Energy Information Administration. As of February 12, 2021, WTI crude oil, Brent crude oil and natural gas traded at $59.50 per barrel, $62.47 per barrel and $6.12 per MMBtu, respectively.

Overview
Our Well Site Services segment provides completion services and, to a lesser extent, land drilling services in the United States (including the Gulf of Mexico), Canada and the rest of the world. U.S. drilling and completion activity and, in turn, our Well Site Servicesfinancial results, are sensitive to near-term fluctuations in commodity prices, particularly WTI crude oil prices, given the short-term, call-out nature of itsour U.S. operations.
Within this segment, our Completion Services business (which includes the Falcon operations we acquired in February 2018) suppliesWe primarily supply equipment and service personnel utilized in the completion and initial production of new and recompleted wells. Activity for the Completion Services businessOur U.S. activity is dependent primarily upon the level and complexity of drilling, completion, and workover activity in theour areas of operations mentioned above.operations. Well intensity and complexity has increased with the continuing transition to multi-well pads, the drilling of longer lateral wells and increased downhole pressures, along with the increased number of frac stages completed in horizontal wells. Similarly, demand for our Drilling Services operations is driven by activity in our primary land drilling markets of the Permian Basin in West Texas, where we drill oil wells, and the U.S. Rocky Mountain area, where we drill both liquids-rich and natural gas wells.
Our Downhole Technologies segment, is comprised of the GEODynamics business we acquired in January 2018. GEODynamics was founded in 2004 as a researcher, developer and manufacturer of consumable engineered products used in completion applications. This segment2018, provides oil and gas perforation systems, downhole tools and services in support of completion, intervention, wireline and well abandonment operations. This segment designs, manufactures and markets its consumable engineered products to oilfield service as well as exploration and production companies. Product and service offerings for this segment include innovations in perforation technology through patented and proprietary systems combined with advanced modeling and analysis tools. This expertise has led to the optimization of perforation hole size, depth, and quality of tunnels, which are key factors for maximizing the effectiveness of hydraulic fracturing. Additional offerings include proprietary toe valve and frac plug products, which are focused on zonal isolation for hydraulic fracturing of horizontal wells, and a broad range of consumable products, such as setting tools and bridge plugs, that are used in completion, intervention and decommissioning applications. Demand drivers for the Downhole Technologies segment include continued trends toward longer lateral lengths, increased frac stages and more perforation clusters to target increased unconventional well productivity.productivity, which requires ongoing technological and product developments.
Demand for our Well Site Servicescompletion products and Downhole Technologies segments' businessesservices within each of our segments is highly correlated to changes in the total number of wells drilled in North America,the United States, total footage drilled, the number of drilled wells that are completed and to a lesser degree, changes in the drilling rig count. The following table sets forth a summary of the average North AmericanU.S. drilling rig count, as measured by Baker Hughes, for the periods indicated.
As of February 12, 2021Average Rig Count for Year Ended December 31,
202020192018
Land – Oil288 329 753 826 
Land – Natural gas and other91 87 165 185 
Offshore18 17 25 21 
Total397 433 943 1,032 
 As of February 15, 2019 Average Rig Count for Year Ended December 31,
  2018 2017 2016 2015 2014
U.S. Land – Oil840
 826
 684
 390
 723
 1,486
U.S. Land – Natural gas and other188
 185
 169
 97
 219
 319
U.S. Offshore23
 21
 23
 25
 35
 57
Total U.S.1,051
 1,032
 876
 512
 977
 1,862
Canada224
 191
 206
 129
 193
 380
Total North America1,275
 1,223
 1,082
 641
 1,170
 2,242
Over recent years, ourThe U.S. energy industry experienced increased customer spending inis primarily focused on crude oil and liquids-rich exploration and development activities in the North AmericanU.S. shale plays utilizing horizontal drilling and completion techniques. As of December 31, 2018,2020, oil-directed drilling accounted for 82%76% of the total U.S. rig count – with the balance largely natural gas related. The average North American rig count in 2018 increased 141 rigs, or 13%, from the level reported in 2017, in responseDue to the increaseunprecedented decline in crude oil prices during the first nine monthsin March and April of 2018.
Exacerbating the steep declines in2020, drilling activity experienced in 2015 and 2016, many of our exploration and production customers deferred well completions. These deferred completions are referred tocompletion activity in the industry as drilled but uncompleted wells (or "DUCs"). Given our Well Site Services and Downhole Technologies segments' exposure toUnited States collapsed – with the level of completion activity, an increase in the number of DUCs will have a short-term negative impact on our results of operations relative to theactive drilling rig count trends but overdeclining 52% from March 31, 2020 to 351 rigs working as of December 31, 2020. As a result, the longer-term should have a positive impact onaverage U.S. rig count in 2020 decreased by 510 rigs, or 54%, from the segments' results as the wells are completed.2019 average.
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Our Offshore/Manufactured Products segment provides technology-driven, highly-engineered products and services for offshore oil and natural gas production systems and facilities, as well as certain products and services to the offshore and land-based drilling and completion markets. Approximately 60% of Offshore/Manufactured Products sales in 2016 were driven by our customers’ capital spending for offshore production systems and subsea pipelines, repairs and, to a lesser extent, upgrades of existing offshore drilling


rigs and construction of new offshore drilling rigs and vessels (referred to herein as "project-driven products"). During 2018, these activities only represent approximately 31% of the segment's revenue. This segment is particularly influenced by global spending on deepwater drilling and production, spending, which areis primarily driven largely by our customers’customers' longer-term commodity demand forecasts and outlook for crude oil and natural gas prices. Approximately 49% of Offshore/Manufactured Products sales in 2020 were driven by our customers' capital spending for products used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline tie-in and repair system applications, along with upgraded equipment for existing offshore drilling rigs and other vessels (referred to herein as "project-driven products"). Deepwater oil and gas development projects typically involve significant capital investments and multi-year development plans. Such projects are generally undertaken by larger exploration, field development and production companies (primarily international oil companies ("IOCs") and state-run national oil companies ("NOCs")) using relatively conservative crude oil and natural gas pricing assumptions. Given the longerlong lead times associated with field development, we believe some of these deepwater projects, once approved for development, are thereforegenerally less susceptible to short-term fluctuations in the price of crude oil and natural gas. However, the decline in crude oil prices that began in 2014 and continued into 2017, coupled with the relatively uncertain outlook around shorter-term and possibly longer-term pricing improvements, caused exploration and production companies to reduce their capital expenditures in regards to these deepwater projects since they are expensive to drill and complete, have long lead times to first production and may be considered uneconomical relative to the risk involved. Customers have focused on improving the economics of major deepwater projects at lower commodity breakeven prices by re-bidding projects, identifying advancements in technology, and reducing overall project costs through equipment standardization. As a result, our bookings declined, leading to substantially reduced backlog and project-driven revenue in 2018 relative to prior years.
Our Offshore/Manufactured Products segment revenues and operating income declined at a slower pace during 2015 and 2016 than our Well Site Services segment given the high levels of backlog that existed at the beginning of 2015. Bidding and quoting activity, along with orders from customers, for our Offshore/Manufactured Products segment continued after 2014, albeit at a substantially slower pacedeepwater projects improved in 2019 from 2018 levels. However, with reduced market visibility given the years following 2014. However, deepwater project award potential appears to be improving despitesignificant decline in crude oil prices, which began in March of 2020, and associated reductions in customer spending, the current commodity price environment. Reflectingsegment's 2020 bookings were lower than the impact of customer (both IOCs and NOCs) delays and deferralslevels achieved in approving major, capital intensive projects in light of the prolonged low commodity price environment, backlog in2019.
Backlog reported by our Offshore/Manufactured Products segment decreased from $599$280 million at June 30, 2014 to $179 million atas of December 31, 2018.2019 to $219 million as of December 31, 2020. The following table sets forth backlog forreported by our Offshore/Manufactured Products segment as of the dates indicated (in millions).
  Backlog as of
Year March 31 June 30 September 30 December 31
2018 $157
 $165
 $175
 $179
2017 204
 202
 198
 168
2016 306
 268
 203
 199
2015 474
 409
 394
 340
Backlog as of
YearMarch 31June 30September 30December 31
2020$267 $235 $227 $219 
2019234 283 293 280 
2018157 165 175 179 
Reduced demand for our products and services, coupled with a reduction in the prices we are able to charge our customers for our products and services, has adversely affected our results of operations, cash flows and financial position since the second half of 2014. Ifposition. While the current pricing environment for crude oil does not improve, or declines further,has improved from the levels experienced in 2020, if prices were to decline, our customers may be required to further reduce their capital expenditures, causing additional declines in the demand for, and prices of, our products and services, which would adversely affect our results of operations, cash flows and financial position. Our customers have experienced a significant decline in their revenues and cash flows relative to the commodity price declines in 2015, 2016 and into 2017, and again late in 2018, with many experiencing a significant reduction in liquidity. Several exploration and production companies declared bankruptcy during 2015 and 2016, or had to exchange equity for the forgiveness of debt, and others were forced to sell assets in an effort to preserve liquidity. However, in 2017, access to capital and the debt markets improved for certain of these customers. As we moved in to the latter half of 2018, access to these same markets once again became very challenging for certain customers.
We use a variety of domestically produced and imported raw materials and component products, including steel, in manufacturing our products. The United States recentlyhas imposed tariffs on a variety of imported products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. The effect of these new tariffs and the application and interpretation of existing trade agreements and customs, anti-dumping and countervailing duty regulations continue to evolve, and we continue to monitor these matters. If we encounter difficulty in procuring these raw materials and component products, or if the prices we have to pay for these products increase as a result of customs, anti-dumping and countervailing duty regulations or otherwise, and we are unable to pass corresponding cost increases on to our customers, our financial position and results of operations could be adversely affected. Furthermore, uncertainty with respect to potential costs in the drilling and completion of oil and gas wells could cause our customers to delay or cancel planned projects which, if this occurred, would adversely affect our financial position, cash flows and results of operations. See Note 14, "Commitments and Contingencies," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further discussion.
Other factors that can affect our business and financial results include but are not limited to the general global economic environment, competitive pricing pressures, public health crises, climate-related and other regulatory changes, and changes in tax laws in the United States and international markets. We continue to monitor the global economy, the demand for and prices of and demand for crude oil and natural gas, and the resultant impact on the capital spending plans and operations of our customers in order to plan and manage our business.

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Consolidated Results of Operations
We manage and measure our business performance in three operating segments: Well Site Services, Downhole Technologies and Offshore/Manufactured Products. Selected financial information by business segment for the years ended December 31, 2018, 20172020 and 2016 is summarized as2019 follows (dollars in(in thousands):
 Year Ended December 31,
     Variance 2018 vs. 2017   Variance 2017 vs. 2016
 2018 2017 $ % 2016 $ %
Revenues       
      
Well Site Services -       
      
Completion Services$411,019
 $234,252
 $176,767
 75 % $163,060
 $71,192
 44 %
Drilling Services69,235
 54,462
 14,773
 27 % 22,594
 31,868
 141 %
Total Well Site Services480,254
 288,714
 191,540
 66 % 185,654
 103,060
 56 %
Downhole Technologies213,813
 
 213,813
 n.m.
 
 
 n.m.
Offshore/Manufactured Products -             
Project-driven products120,894
 126,960
 (6,066) (5)% 296,368
 (169,408) (57)%
Short-cycle products144,367
 147,463
 (3,096) (2)% 88,291
 59,172
 67 %
Other products and services128,805
 107,490
 21,315
 20 % 124,131
 (16,641) (13)%
Total Offshore/Manufactured Products394,066
 381,913
 12,153
 3 % 508,790
 (126,877) (25)%
Total$1,088,133
 $670,627
 $417,506
 62 % $694,444
 $(23,817) (3)%
              
Operating income loss(1)
             
Well Site Services -             
Completion Services$(7,647) $(45,169) $37,522
 (83)% $(83,636) $38,467
 (46)%
Drilling Services(9,363) (13,909) 4,546
 (33)% (24,239) 10,330
 (43)%
Total Well Site Services(17,010) (59,078) 42,068
 (71)% (107,875) 48,797
 (45)%
Downhole Technologies26,705
 
 26,705
 n.m.
 
 
 n.m.
Offshore/Manufactured Products38,914
 38,155
 759
 2 % 87,084
 (48,929) (56)%
Corporate(54,485) (52,949) (1,536) 3 % (48,492) (4,457) 9 %
Total$(5,876) $(73,872) $67,996
 (92)% $(69,283) $(4,589) 7 %
Year Ended December 31,
Operating income (loss) as a percentage of revenues(1)
          
20202019Variance 2020 vs. 2019
RevenuesRevenues
Well Site Services - 
  
      
    Well Site Services -
Completion Services(2)% (19)%     (51)%    Completion Services$191,529 $390,748 $(199,219)
Drilling Services(14)% (26)%     (107)%    
Drilling Services(1)
Drilling Services(1)
8,310 41,346 (33,036)
Total Well Site Services(4)% (20)%     (58)%    Total Well Site Services199,839 432,094 (232,255)
Downhole Technologies12 %  %  % Downhole Technologies97,936 182,314 (84,378)
Offshore/Manufactured Products10 % 10 %     17 %    
Offshore/Manufactured Products -Offshore/Manufactured Products -
Project-driven productsProject-driven products165,497 159,205 6,292 
Short-cycle productsShort-cycle products48,142 123,222 (75,080)
Other products and servicesOther products and services126,661 120,519 6,142 
Total Offshore/Manufactured ProductsTotal Offshore/Manufactured Products340,300 402,946 (62,646)
Total(1)% (11)%     (10)%    Total$638,075 $1,017,354 $(379,279)
Operating income (loss)Operating income (loss)
Well Site Services -Well Site Services -
Completion Services(2)
Completion Services(2)
$(187,869)$(11,621)$(176,248)
Drilling Services(1)
Drilling Services(1)
(5,519)(43,419)37,900 
Total Well Site ServicesTotal Well Site Services(193,388)(55,040)(138,348)
Downhole Technologies(3)
Downhole Technologies(3)
(224,414)(164,008)(60,406)
Offshore/Manufactured Products(4)
Offshore/Manufactured Products(4)
(80,794)36,022 (116,816)
CorporateCorporate(35,744)(45,154)9,410 
Total(5)
Total(5)
$(534,340)$(228,180)$(306,160)
____________________
(1)Operating margin is defined as operating income (loss) divided by revenues.

(1)In late 2019, we reduced the scope of our Drilling Services business due to weakness in customer demand for vertical drilling rigs in the U.S., resulting in a non-cash fixed asset impairment charge of $33.7 million in 2019. Operating loss included a non-cash fixed asset impairment charge of $5.2 million in 2020.

(2)Operating loss in 2020 included a non-cash inventory impairment charge of $9.0 million, a non-cash goodwill impairment charge of $127.1 million and a non-cash fixed asset impairment charge of $3.6 million.
(3)Operating loss in 2020 and 2019 included non-cash goodwill impairment charges of $192.5 million and $165.0 million, respectively. Operating loss in 2020 also included a non-cash inventory impairment charge of $5.9 million and other non-cash asset impairment charges of $3.6 million.
(4)Operating loss in 2020 included a non-cash inventory impairment charge of $16.2 million and a non-cash goodwill impairment charge of $86.5 million.
(5)Operating loss included non-cash asset impairment charges totaling $449.7 million and $198.7 million in 2020 and 2019, respectively.
See Note 3, "Asset Impairments and Other Charges," Note 4, "Details of Selected Balance Sheet Accounts," Note 6, "Goodwill and Other Intangible Assets," and Note 8, "Operating Leases," to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion of these and other charges recognized in 2020 and 2019.
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YEAR ENDED DECEMBER 31, 20182020COMPARED TO YEAR ENDED DECEMBER 31, 20172019
NetWe reported a net loss for the year ended December 31, 2018 was $19.12020 of $468.4 million, or $(0.33)$7.83 per diluted share, whichshare. The reported loss included $8.4non-cash impairment charges totaling $449.7 million ($6.6421.5 million after tax, or $7.04 per share) related to write downs of goodwill, inventories, fixed assets and leases; $9.1 million ($7.2 million after-tax, or $0.11$0.12 per diluted share) of charges related to legal fees incurred for patent defense and $3.0 million in reserves ($2.4 million after-tax, or $0.04 per diluted share) for prior years' Fair Labor Standards Act ("FLSA") claim settlements, $3.3 million ($2.6 million after-tax, or $0.04 per diluted share) of transaction-related expenses and $1.6 million ($1.3 million after-tax, or $0.02 per diluted share) of severance and other downsizing changes. Additionally, duringrestructuring charges; non-cash gains of $10.7 million ($8.5 million after-tax, or $0.14 per share) associated with convertible debt extinguishment; and discrete tax benefits of $16.4 million, or $0.27 per share, associated with the year ended December 31, 2018carryback of tax losses allowed under the Company recognized a $5.8 million ($0.10 per diluted share) income tax benefit related to a change in its December 2017 provisional estimates with respect to U.S. tax reform legislation. CARES Act.
These results compare to a net loss for the year ended December 31, 20172019 of $84.9$231.8 million, or $(1.69)$3.90 per diluted share, which included $3.4non-cash goodwill and fixed asset impairment charges totaling $198.7 million ($2.4191.6 million after-tax, or $3.23 per share), and $3.5 million ($2.8 million after-tax, or $0.05 per diluted share) of severance and other downsizing charges and $29.2 million ($0.58 per diluted share) of additional non-cash income tax expense primarily related to U.S. tax law changes.restructuring charges.
Our consolidatedreported results of operations for 2018 include contributions from the GEODynamics and Falcon acquisitions completed in the first quarter of 2018 and2020 reflect the negative impact of industry trends and customer spending activities which are directed toward growth in the U.S. shale play regions with a general slowing of global investments in deepwater markets since the start of a prolonged industry downturn in 2014.
During the fourth quarter of 2018, the price of crude oil fell approximately 40% – with WTI closing at $45 per barrel on December 28, 2018. This precipitousunprecedented decline in crude oil prices starting in March and April of 2020 stemming from the global response to the COVID-19 pandemic and ongoing uncertainties related to future crude oil demand. The spot price of WTI crude oil averaged $39 per barrel in 2020, down 31% from the prior-year average. The decline in crude oil prices, coupled with high crude oil inventory levels, had a moderate negative impact on customer drilling, completion and production activity beginning in March of 2020. Additionally, our fourth quarter 2018 consolidated resultsoperations were negatively impacted by government-imposed business closures and mandates outside of the United States enacted in an effort to control the COVID-19 pandemic, which limited wellsite operations particularly in the U.S. shale play regions. and required us and a number of our suppliers to temporarily cease certain operations.
We expect further customer-driven activity declinesto improve off of 2020's low levels but remain tempered in early 2019 as operators reassess their budgets2021 given continued high crude oil inventory levels and plans in lightuncertainty around demand recovery due to the continued severity of lower commodity prices.the COVID-19 pandemic. If the current pricing environment for crude oil does not continue to improve, or declines, further, our customers may be required to further reduce their planned capital expenditures, causing additional declines in the demand for, and prices of, our products and services, which would adversely affect our results of operations, cash flows and financial position.services.
Revenues. Consolidated total revenues increased $417.5in 2020 decreased $379.3 million, or 62% in 2018 compared to 2017. 37%, from 2019.
Consolidated product revenues in 2018 increased $198.02020 decreased $152.1 million, or 65%31%, from 2017, reflecting contributions from2019 driven primarily by lower U.S. land-based customer activity as well as the acquired GEODynamics operations.associated impact of competitive pricing pressures for products in our Downhole Technologies segment, partially offset by higher project-driven sales in our Offshore/Manufactured Products segment. Consolidated service revenues for 2018 increased $219.52020 decreased $227.2 million, or 60%43%, from 20172019 due principallyprimarily to contributions fromreduced customer spending in the acquired Falcon operations and higher customer-driven activity within the Well Site Services and Offshore/Manufactured Products segments.U.S. shale play regions. As can be derived from the following table, 77%54% of our consolidated revenues in 20182020 were related to our short-cycle product and service offerings, which compared to 65%73% in 2017, due principally to contributions from2019, reflecting the negative impact of the COVID-19 pandemic on our first quarter 2018 acquisitions and higher customer spending in the U.S. shale play regions.operations.
The following table provides supplemental disaggregated revenue information by operating segment for the years ended December 31, 20182020 and 20172019 (in thousands):
Well Site ServicesDownhole TechnologiesOffshore/ Manufactured ProductsTotal
20202019202020192020201920202019
Major revenue categories -
Project-driven products$— $— $— $— $165,497 $159,205 $165,497 $159,205 
Short-cycle:
Completion products and services191,529 390,748 97,936 182,314 26,148 95,806 315,613 668,868 
Drilling services8,310 41,346 — — — — 8,310 41,346 
Other products— — — — 21,994 27,416 21,994 27,416 
Total short-cycle199,839 432,094 97,936 182,314 48,142 123,222 345,917 737,630 
Other products and services— — — — 126,661 120,519 126,661 120,519 
$199,839 $432,094 $97,936 $182,314 $340,300 $402,946 $638,075 $1,017,354 
Percentage of total revenue by type -
Products— %— %93 %97 %71 %76 %52 %48 %
Services100 %100 %%%29 %24 %48 %52 %
-40-


 Well Site Services Downhole Technologies Offshore/ Manufactured Products Total
 2018 2017 2018 2017 2018 2017 2018 2017
Major revenue categories -               
Project-driven products$
 $
 $
 $
 $120,894
 $126,960
 $120,894
 $126,960
Short-cycle:               
Completion products and services411,019
 234,252
 213,813
 
 116,383
 117,914
 741,215
 352,166
Drilling services69,235
 54,462
 
 
 
 
 69,235
 54,462
Other products
 
 
 
 27,984
 29,549
 27,984
 29,549
Total short-cycle480,254
 288,714
 213,813
 
 144,367
 147,463
 838,434
 436,177
Other products and services
 
 
 
 128,805
 107,490
 128,805
 107,490
 $480,254
 $288,714
 $213,813
 $
 $394,066
 $381,913
 $1,088,133
 $670,627
Percentage of total revenue by type -               
Products% % 97% % 75% 80% 46% 45%
Services100% 100% 3% % 25% 20% 54% 55%
Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) increased $313.8decreased $240.8 million, or 60%30%, in 20182020 compared to 2017, due to costs associated with2019. Cost of revenues in 2020 included non-cash inventory impairment provisions totaling $31.2 million – driven by the acquisitions completedunprecedented market downturn which began in the first quarterMarch of 2018 as well as activity-driven costs associated with revenue growth within the Well Site Services and Offshore/Manufactured Products segments.


2020. Excluding these 2020 provisions, consolidated cost of revenues decreased $271.9 million, or 34%, from 2019.
Consolidated product costs in 2018 increased $147.02020, which included non-cash inventory impairment provisions of $17.9 million, decreased $81.6 million, or 67%22%, from 2017 due primarily to2019. Excluding these charges, consolidated product costs decreased $99.5 million, or 27%, from the GEODynamics acquisition completed in first quarter 2018.prior-year period. Consolidated service costs for 2018 increased $166.82020, which included non-cash inventory impairment provisions of $13.3 million, decreased $159.2 million, or 55%37%, from 2017 driven by2019. Excluding these inventory impairment provisions, consolidated service costs declined $172.5 million, or 40%, due primarily to significantly lower activity levels in the significant increase in service activity coupled with the acquired Falcon operations.U.S. shale play regions.
Selling, General and Administrative Expense. Selling, general and administrative expense increased $23.3decreased $28.8 million, or 23%, in 2020 from 2019 due primarily to reductions in short- and long-term compensation costs, personnel levels, travel expense and other implemented cost-saving initiatives.
Depreciation and Amortization Expense. Depreciation and amortization expense decreased $24.8 million, or 20%, in 2018 from2020 compared to the prior-year period, driven primarily dueby our decision to incremental expenses associatedexit drilling operations in West Texas in the third quarter of 2019 along with the acquired GEODynamics operations (including $8.4 million of patent defense costs), higher activity levels and $1.0 million of transaction-related costs.
Depreciation and Amortization Expense. Depreciation and amortization expense increased $15.9 million, or 15%,reduced capital investments made in 2018 compared to 2017 reflecting the impact of the acquired GEODynamics and Falcon operations, which was partially offset by certain assets becoming fully depreciated.our Completion Services business in recent years. See Note 14,15, "Segments and Related Information," presents depreciation and amortizationto the Consolidated Financial Statements included in this Annual Report on Form 10‑K for expense by segment.
Other Operating (Income) Expense, Net. Other operating (income) expense moved from an expenseImpairments of $1.3 million in 2017 to incomeGoodwill. During the first quarter of $2.1 million in 2018. During 2018,2020, our Completion Services, Downhole Technologies and Offshore/Manufactured Products operations recognized non-cash goodwill impairment charges of $127.1 million, $192.5 million and $86.5 million, respectively, arising from, among other factors, the significant decline in our stock price (and that of most of our peers) and reduced growth rate expectations given weak energy market conditions resulting from the demand destruction caused by the global response to the COVID-19 pandemic. In addition, the estimated returns required by market participants increased materially in our March 31, 2020 assessment from our assessment as of December 1, 2019, resulting in higher discount rates used in the discounted cash flow analysis.During the fourth quarter of 2019, our Downhole Technologies segment recognized a gainnon-cash goodwill impairment charge of $3.9$165.0 million. See Note 6, "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further discussion.
Impairments of Fixed and Lease Assets. During 2020, our Drilling Services, Completion Services and Downhole Technologies businesses recognized non-cash fixed asset and lease impairment charges of $5.2 million, $3.6 million and $3.6 million, respectively, following the significant decline in settlementcrude oil prices beginning in March of a Hurricane Harvey flood insurance claim, which was partially offset by $2.3 million2020 and our decisions to consolidate and exit certain facilities. During the third quarter of 2019, we made the strategic decision to reduce the scope of our Drilling Services business due to ongoing weakness in transaction-related expenses. Other operating expensecustomer demand for vertical drilling rigs in the prior-year was primarily relatedU.S. land market. As a result of this decision, our Drilling Services business recorded a non-cash impairment charge of $33.7 million. See Note 4, "Details of Selected Balance Sheet Accounts," and Note 8, "Operating Leases," to foreign currency exchange losses.the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further discussion.
Operating Loss. Our consolidated operating loss was $5.9$534.3 million in 2018,2020, which included $11.4$418.5 million of costs associated with patent defensein non-cash goodwill, inventory, fixed asset and settlement of FLSA claims, $3.3 million of transaction-related expenselease impairment charges and $1.6$9.1 million of severance and other downsizing charges partially offset by a $3.9 million gain related to the insurance settlement discussed previously.restructuring charges. This compares to a consolidated operating loss of $73.9$228.2 million in 2017,2019, which included $3.4$198.7 million in non-cash goodwill and fixed asset impairment charges and $3.5 million of transaction-related, severance and facility closurerestructuring charges. The majority of the year-over-year improvement in operating results reflects contributions from the GEODynamics and Falcon acquisitions completed in the first quarter of 2018 as well as the impact of growth in customer spending activities which was primarily focused in the U.S. shale play regions.
Interest Expense, and Interest Income.Net. Net interest expense was $19.0totaled $13.9 million in 2018, an increase2020, a decrease of $14.7$3.8 million from 2017. This increase reflects our funding during2019 due to reductions in the first quarterlevel of 2018debt outstanding. Interest expense, which included amortization of $379.7 million in net acquisition consideration through borrowings under our revolving credit facilitydebt discount and issuance of the Notes. Interest expensedeferred financing costs, as a percentage of total average debt outstanding decreased from 17.3%was approximately 6% in 2017 to 5.6% in 2018. Interestboth 2020 and 2019. Our contractual cash interest expense as a percentage of total average debt outstanding was substantially lower – averaging approximately 2% in 2017 reflects lower average borrowings outstanding under2020 and 3% in 2019.
In connection with our revolving credit facility and an increased proportionadoption of the recent revision to accounting guidance for convertible instruments on January 1, 2021, interest expense associated with unused commitment feesthe Notes in 2021 will decrease to approximately 2% of the outstanding principal balance, which compares to the contractual interest rate of 1.50%. Additionally, we expect to recognize a non-cash expense of approximately $0.6 million for previously deferred financing costs associated with our Amended Revolving Credit Facility that will be written off in the first quarter of 2021.
Other Income, Net. Other income, net in 2020 included non-cash gains of $10.7 million recognized in connection with purchases of $34.9 million principal amount of the Notes for $20.1 million in cash, with the balance consisting primarily of gains recognized on the sale of property and non-cash amortization of debt issuance costs.equipment.
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Income Tax. Our income tax benefit for 2018 was $2.62020 totaled $65.9 million on a pre-tax loss of $21.7$534.3 million, which includes a $5.8included non-cash goodwill impairment charges (approximately $313.1 million) and other expenses that are not deductible for tax purposes. The impact of these non-deductible expenses was partially offset by $16.4 million in discrete tax benefitbenefits related to recentthe carryback of U.S. tax reform guidance allowing the carry back of U.S.federal net operating losses incurred in 2017 as well as other discrete tax attributes.under the CARES Act. This compares to an income tax benefit for 20172019 of $7.4$8.9 million on a pre-tax loss of $77.4$240.7 million, (an income tax benefit of $21.8 million after excluding the discrete charges discussed below).
On December 22, 2017, the United States enacted Tax Reform Legislation which resulted in significant changes to U.S. tax and related law, including certain key federal income tax provisions applicable to multinational companies such as ours. Asincluded a result of the tax law changes, we recorded $28.2 million of incremental non-cash income tax expense related to the U.S. transition tax on our unremitted foreign subsidiary earnings and to provide valuation allowances against our foreign tax credit carryforwards (which were recorded as assets prior to U.S. tax reform). Additionally, we re-measured our other U.S. deferred tax assets and liabilities to reflect the lower U.S. corporate income tax rate which was reduced from 35% to 21%. We also recorded a discrete taxgoodwill impairment charge of $1.0$165.0 million during 2017 related to the decision to carryback 2016 U.S. net operating losses against 2014 taxable income.and other expenses that are not deductible for tax purposes.
Other ComprehensiveIncome(Loss). Reported comprehensive loss is the sum of the reported net income (loss) and other comprehensive income (loss). Other comprehensive loss was $12.9$3.6 million in 20182020 compared to other comprehensive income of $11.8$3.7 million in 20172019 due to fluctuations in foreign currency exchange rates compared to the U.S. dollar for certain of the international operations of our reportable segments. For 20182020 and 2017,2019, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil. During 2018,both 2020 and 2019, the exchange rates for the British pound and the Brazilian real weakened compared to the U.S. dollar. This compares to 2017, when the exchange rates for the British pound strengthened and the Brazilian real weakened compared to the U.S. dollar.


Segment Operating Results
Well Site Services
Revenues. Our Well Site Services segment revenues increased $191.5 million, or 66%, in 2018 compared to 2017. This growth was concentrated in Completion Services, where revenues increased $176.8 million, or 75%, reflecting revenue generated by the acquired Falcon operations and increased completion-related activity in the United States. The number of Completion Services jobs performed in 2018 increased 58% over 2017 and revenue per Completion Services job increased 11% year-over-year. Our Drilling Services revenues increased $14.8 million, or 27%, to $69.2 million in 2018 from 2017 primarily as a result of improved dayrates for our land drilling rigs and a higher level of third-party costs reimbursed by our customers.
Operating Loss. With higher revenues, our Well Site Services segment operating loss declined $42.1 million, or 71%, in 2018 from 2017. Well Site Services segment revenues and cost of services for 2018 increased 66% and 59%, respectively, from the prior year, with other costs and expenses remaining relatively consistent. Our Completion Services operating loss improved $37.5 million, or 83%, in 2018 compared to 2017, due to increased completion-related activity levels in the United States coupled with ten months of contributions from the acquired Falcon operations. Current year results include $3.0 million in charges (presented within cost of services) associated with additional reserves established for the final settlement of historical FLSA claims. During 2017, reported results included $1.1 million of severance and other downsizing costs. Our Drilling Services operating loss declined $4.5 million, or 33%, in 2018 from 2017 primarily as a result of the reported revenue growth.
Downhole Technologies
Revenues. Our Downhole Technologies segment revenues were $213.8 million in 2018 reflecting the activity of the GEODynamics operations acquired in January 2018.
Operating Income. Our Downhole Technologies segment operating income was $26.7 million in 2018. Reported results were negatively impacted by $8.4 million of patent defense costs. The legal actions were settled in the fourth quarter of 2018 and the Company does not, therefore, expect these patent defense costs to recur in 2019.
Offshore/Manufactured Products
Revenues. Our Offshore/Manufactured Products segment revenues increased $12.2 million, or 3%, in 2018 compared 2017 as a result of higher sales of other products and service offerings. Service revenue increased 28% from the prior year's level driven by higher customer demand while project-driven products revenues decreased 5% year-over-year due to lower sales of production and subsea equipment, which was partially offset by higher sales of our standard connector products.
Operating Income. Our Offshore/Manufactured Products segment operating income increased $0.8 million, or 2%, in 2018 compared to 2017 as a result of a gain of $3.9 million recognized upon the settlement of a Hurricane Harvey flood insurance claim during 2018. The impact of the shift in sales mix from 2017 to 2018 offset the impact of the reported revenue growth and the insurance gains discussed above. To a lesser extent, reported segment results for 2018 and 2017 were reduced by severance and downsizing-related expenses of $1.5 million and $0.9 million, respectively.
Backlog. Bidding and quoting activity, along with orders from customers, for our Offshore/Manufactured Products segment continued, albeit at a substantially slower pace than in recent years. However, deepwater project award potential appears to be improving despite the current commodity price environment. Backlog in our Offshore/Manufactured Products increased 6% during 2018 to total $179 million as of December 31, 2018, representing a book to bill ratio of 1.1x for the year.
Corporate
Expenses increased $1.5 million, or 3%, in 2018 from 2017 due to $3.0 million in transaction-related expenses incurred in connection with the first quarter 2018 acquisitions of GEODynamics and Falcon.


YEAR ENDED DECEMBER 31, 2017COMPARED TO YEAR ENDED DECEMBER 31, 2016
Net loss for the year ended December 31, 2017 was $84.9 million, or $(1.69) per diluted share, which included $3.4 million ($2.4 million after-tax, or $0.05 per diluted share) of severance, downsizing and other charges and $29.2 million ($0.58 per diluted share) of additional non-cash income tax expense related to U.S. tax law changes and a decision to carryback net operating losses incurred in 2016 against taxable income reported in 2014. These results compare to a net loss of $46.4 million, or $(0.92) per diluted share, reported for the year ended December 31, 2016. Results for 2016 included $5.2 million ($3.3 million after-tax, or $0.06 per diluted share) of severance and other downsizing charges.
Our consolidated results of operations in 2017 reflect industry trends and customer spending activities which focused on growth in the U.S. shale play regions with weaker U.S. Gulf of Mexico and international activity. In addition, investments in deepwater markets globally slowed significantly since the start of the recent industry downturn in 2014.
Revenues. Consolidated total revenues decreased $23.8 million, or 3%, in 2017 compared to 2016 due to declines in our Offshore/Manufactured Products segment, substantially offset by improvements in our Well Site Services segment. Total consolidated product revenues in 2017 decreased $112.4 million, or 27%, due primarily to lower project-driven activity within our Offshore/Manufactured Products segment. Consolidated service revenues for 2017 increased $88.6 million, or 32%, due to higher customer-driven activity within the Well Site Services segment. As can be derived from the following table, 65% of our consolidated revenues in 2017 were related to our short-cycle product and service offerings, which compared to 39% in 2016, due principally to higher customer spending in the U.S. shale play regions and the significant decline in deepwater project-driven revenues.
The following table provides disaggregated revenue information by operating segment for the years ended December 31, 2017 and 2016 (in thousands):
 Well Site Services Offshore/ Manufactured Products Total
 2017 2016 2017 2016 2017 2016
Major revenue categories -           
Project-driven products$
 $
 $126,960
 $296,368
 $126,960
 $296,368
Short-cycle:           
Completion products and services234,252
 163,060
 117,914
 70,866
 352,166
 233,926
Drilling services54,462
 22,594
 
 
 54,462
 22,594
Other products
 
 29,549
 17,425
 29,549
 17,425
Total short-cycle288,714
 185,654
 147,463
 88,291
 436,177
 273,945
Other products and services
 
 107,490
 124,131
 107,490
 124,131
 $288,714
 $185,654
 $381,913
 $508,790
 $670,627
 $694,444
Percentage of total revenue by type -           
Products% % 80% 82% 45% 60%
Services100% 100% 20% 18% 55% 40%
Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated cost of revenues (exclusive of depreciation and amortization expense) decreased $6.0 million, or 1%, in 2017 compared to 2016. Total consolidated product costs in 2017 decreased $68.8 million, or 24%, from 2016 driven by declines in our Offshore/Manufactured Products segment. Consolidated service costs for 2017 increased $62.8 million, or 26%, from 2016 due primarily to growth within our Well Site Services segment.
Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased $9.2 million, or 7%, in 2017 from the prior-year primarily due to the impact of cost reduction initiatives and lower employee severance-related charges in 2017, partially offset by higher incentive compensation accruals.
Depreciation and Amortization Expense. Depreciation and amortization expense decreased $11.1 million, or 9%, in 2017 compared to 2016 primarily due to certain assets becoming fully depreciated coupled with overall lower levels of capital expenditures.
Other Operating (Income) Expense, Net. Other operating (income) expense, net moved from other operating income of $5.8 million in 2016 to other operating expense of $1.3 million in 2017, reflecting primarily the impact of foreign currency exchange gains or losses recognized in the respective periods.


Operating Loss. Our consolidated operating loss was $73.9 million in 2017, which included $3.4 million of transaction-related, severance and facility closure charges. This compares to a consolidated operating loss of $69.3 million in 2016, which includes $5.2 million in severance and facility closure charges. In addition to the specific charges previously discussed, significant activity driven improvements in operating results in Well Site Services were offset by a decline in operating results in Offshore/Manufactured Products driven by the 57% decline in project-driven revenue.
Interest Expense and Interest Income. Net interest expense decreased $0.6 million, or 13%, in 2017 compared to 2016 primarily due to a reduction in average amounts outstanding under the Revolving Credit Facility partially offset by higher unused commitment fees paid to our lenders. Interest expense as a percentage of total average debt outstanding increased from 6.5% in 2016 to 17.3% in 2017 due to an increased proportion of interest expense associated with unused commitment fees, lower average borrowings outstanding under the Revolving Credit Facility and non-cash amortization of debt issuance costs.
Income Tax. Our income tax provision for 2017 was $7.4 million (an income tax benefit of $21.8 million, or 28.1% of pre-tax losses, after excluding the discrete charges discussed previously) compared to an income tax benefit of $26.9 million, or 36.7% of pre-tax losses for 2016. The lower effective tax rate benefit in 2017 after excluding discrete charges was attributable to a shift in the mix between domestic pre-tax losses and foreign pre-tax income compared to the prior-year period and additional valuation allowances provided against net operating losses in certain domestic and foreign jurisdictions.
Other ComprehensiveIncome(Loss). Reported comprehensive income (loss) is the sum of the reported net income (loss) and other comprehensive income (loss). Other comprehensive income was $11.8 million in 2017 compared to a loss of $19.6 million in 2016 due to fluctuations in foreign currency exchange rates compared to the U.S. dollar for certain of the international operations of our reportable segments. For 2017 and 2016, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil. During 2017, exchange rates for the British pound strengthened compared to the U.S. dollar, while the Brazilian real weakened compared to the U.S. dollar. This compares to 2016, when exchange rates for the British pound weakened compared to the U.S. dollar, while the Brazilian real strengthened compared to the U.S. dollar.
Segment Operating Results
Well Site Services
Revenues. Our Well Site Services segment revenues increased $103.1decreased $232.3 million, or 56%54%, in 20172020 compared to 2016 due to growth of both2019. Completion Services and Drilling Services revenues. Our Completion Services revenues increased $71.2revenue decreased $199.2 million, or 44%51%, in 2017 compared to 2016, withdriven by the impact of a higher commodity price environment and lower service costs driving increaseddecline in U.S. land-based activity, partially offset by reducedcustomer completion and production activity in certain international markets. The number of Completion Services jobs performed in 2017 increased 26% over the prior-year and revenue per Completion Services job increased 13% year-over-year as a result of higher completions activity, increased well completion complexity, a more favorable job mix and improved pricing.response to lower commodity prices. Our Drilling Services revenues increased $31.9decreased $33.0 million, or 141%80%, year-over-year due primarily to $54.5 millionour exit of drilling operations in 2017 from 2016 due to higher utilizationthe West Texas region in the fourth quarter of our land drilling rigs, which increased from an average of 12% during 2016 to an average of 29% in 2017, while earning increased dayrates.2019.
Operating Loss. With higher revenues, During 2020 and 2019, our Well Site Services segment recorded non-cash impairment charges totaling $144.9 million and $33.7 million, respectively. Excluding these impairment charges, our Well Site Services segment operating loss declined $48.8increased $27.2 million or 45%, in 20172020 from 2016. Well Site Services segment revenues and cost of services for 2017 increased 56% and 42%, respectively, from the prior year, with other costs and expenses remaining relatively consistent.2019. Our Completion Services operating loss declined $38.5in 2020, after excluding non-cash impairment charges, was $48.2 million, compared to an operating loss of $11.6 million in the prior-year period, given a 51% decrease in revenues and $4.1million of severance and restructuring charges partially offset by a $15.5 million reduction in depreciation expense. After excluding non-cash fixed asset impairment charges, our Drilling Services operating loss in 2020 was $0.3 million, compared to an operating loss of $9.7 million in the prior-year period.
Downhole Technologies
Revenues. Our Downhole Technologies segment revenues decreased $84.4 million, or 46%, in 20172020 compared to 2016,2019 due primarily to increased completion-relateda decline in U.S. land-based customer completion activity levels in the United States. 2017 and 2016 reported results included $1.1competitive pricing pressures.
Operating Income (Loss). During 2020, our Downhole Technologies segment recorded a non-cash goodwill impairment charge of $192.5 million, a non-cash inventory impairment charge of $5.9 million, non-cash fixed asset and lease impairment charges of $3.6 million and $2.2 million, respectively, of severance and other downsizing costs. Our Drilling Servicesrestructuring charges of $2.0 million. During 2019, the segment recognized a non-cash goodwill impairment charge of $165.0 million. Excluding the impairment charges, operating lossincome declined $10.3$23.4 million or 43%, in 20172020 from 20162019 due primarily asto a result46% decline in revenues, partially offset by the benefit of the reported revenue growth.cost reduction measures in 2020.
Offshore/Manufactured Products
Revenues. Our Given backlog entering the year, our Offshore/Manufactured Products segment revenues decreased $126.9were more resilient and only declined $62.6 million, or 25%16%, in 20172020 compared to 2016 primarily as2019 with a result of a decline in demand for deepwater project-driven products (primarily subsea pipeline infrastructure, offshore production and drilling products), lower levels of service activities and a backlog position that has trended significantly lower since mid-2014. These deepwater project-driven revenue declines were partially offset by a 67% increasesignificant reduction in sales of our short-cycle products. Shorter-cycle products such as elastomers(elastomer and valves, have benefited from increased land-based drillingvalve products), partially offset by an increase in project-driven product sales.
Operating Income (Loss). During 2020, our Offshore/Manufactured Products segment recorded non-cash impairment charges of $86.5 million related to goodwill and completion activity in the United States.
Operating Income. Our$16.2 million related to inventory. Excluding these charges, our Offshore/Manufactured Products segment operating income decreased $48.9$14.1 million, or 56%39%, in 20172020 compared to 2016 as a result of a decrease in project-driven revenues and other products and services revenues. Reported segment results for 2017 and 2016 include severance-related expenses of $0.9 million and $3.0 million, respectively.2019.


Backlog. Bidding and quoting activity, along with orders from customers, for our Offshore/Manufactured Products segment continued, albeit at a much slower pace than in recent years. Reflecting the impact of customer delays and deferrals in approving major, capital intensive projects in light of the prolonged low commodity price environment, backlog Backlog in our Offshore/Manufactured Products totaled $168$219 million as of December 31, 2017, with2020, a book to billdecrease of 22% from December 31, 2019. Orders totaled $286 million in 2020, yielding in a book-to-bill ratio of 0.9x in 2017.0.8x.
Corporate
Expenses increased $4.5Corporate expenses decreased $9.4 million, or 9%21%, in 20172020 from 20162019 due primarily due to higher incentivepersonnel reductions as well as reductions in short- and long-term compensation accruals, increased stock-based compensation expense and expenses of $1.2 million incurred in connection with the first quarter 2018 acquisitions of GEODynamics and Falcon.other implemented cost reduction measures.
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Liquidity, Capital Resources and Other Matters
Our primary liquidity needs are to fund operating and capital expenditures, which in the past have included expanding and upgrading our Offshore/Manufactured Products manufacturing facilities and equipment, replacing and increasing Completion Services assets, funding new product development and general working capital needs. In addition, capital has been used to repay debt, fund strategic business acquisitions, repay debt and fund our stock repurchase program.share repurchases. Our primary sources of funds have beenare cash flow from operations, proceeds from borrowings under our credit facilities and, less frequently, capital market transactions.
As discussed under "Recent Developments" and below, during the first quarter of 2018 we completed a number of strategic transactions in the furtherance of our growth strategy, which we believe should favorably impact our future results of operations and cash flows.
Operating Activities
Cash flows from operations totaling $103.2$132.8 million were provided by operationsgenerated during the year ended December 31, 20182020 compared to $95.4$137.4 million provided by operations during the year ended December 31, 2017.2019.
During 2018, $22.9 million was used to fund working capital increases primarily associated with activity-driven growth in accounts receivable and inventories. During 2017, $32.42020, $69.7 million was provided from net working capital reductions, withdecreases, primarily due to collections of accounts receivable and an increase in deferred revenue, partially offset by decreases in accounts receivablepayable and inventoriesaccrued liabilities. Additionally, we filed carryback claims regarding U.S. net operating losses generated in 2018 and 2019 in accordance with the rules and provisions of the CARES Act and received cash of $41.3 million, which benefited our cash flow from operations. During 2019, $39.3 million was provided from net working capital decreases, with a reduction in accounts receivable partially offset by an increase in income taxes receivable.inventories.
Investing Activities
A totalNet cash of $461.4$3.7 million in cash was used in investing activities during the year ended December 31, 2018,2020, compared to $47.6$52.0 million used during 2017.
On January 12, 2018, we acquired GEODynamics for a purchase price consisting of (i) $295.4 million in cash (net of cash acquired), which we funded through borrowings under our Revolving Credit Facility, (ii) approximately 8.66 million shares of our common stock (having a market value of approximately $294.9 million as of the closing date) and (iii) an unsecured $25.0 million promissory note.
On February 28, 2018, we acquired Falcon for cash consideration of $84.2 million (net of cash acquired), which we funded from borrowings under our Amended Revolving Credit Facility.
During 2017, we invested $12.9 million within our Offshore/Manufactured Products segment to acquire complementary intellectual property and assets to expand our global crane manufacturing and service operations as well as expand our riser testing, inspection and repair service offerings.2019.
Capital expenditures totaled $88.0$12.7 million and $35.2$56.1 million during the years ended December 31, 20182020 and 2017,2019, respectively, while proceeds from the sale of property and equipment totaled $9.6 million and $6.0 million, respectively. Capital expenditures in both years consisted principally of purchases of Completion Services equipment, expansion and upgrading of our Offshore/Manufactured Products segment facilities and various other capital spending initiatives. Capital expenditures in 2018 also included additional investments in equipment and facilities for our GEODynamics and Falcon operations acquired in the first quarter of 2018.
We expect to spend between $65 million and $70approximately $15 million in total capital expenditures during 2019 to replace and upgrade our Completion Services equipment, to expand and maintain Downhole Technologies facilities and equipment, to upgrade and maintain our Offshore/Manufactured Products facilities and equipment, and to fund various other capital spending projects.2021. Whether planned expenditures will actually be spentmade in 20192021 depends on industry conditions, project approvals and schedules, vendor delivery timing, free cash flow generation and careful monitoring of our levels of liquidity. We plan to fund these capital expenditures with available cash, internally generated funds and, if necessary, borrowings under our Amended Revolving Credit Facility. The foregoing capital expenditure


expectations do not include any funds that might be spent on future strategic acquisitions, which the Company could pursue depending on the economic environment in our industry and the availability of transactions at prices deemed to be attractive to the Company.
At December 31, 2018, we had cash totaling $19.3 million. With the enactment of the Tax Cuts and Jobs Act in December 2017, we repatriated $45.0 million of cash held by our international subsidiaries to reduce borrowings outstanding under our AmendedAsset-based Revolving Credit Facility during 2018 without triggering any incremental tax expense.(as discussed below).
Financing Activities
Net cash of $324.1$65.0 million was provided by financing activities during the year ended December 31, 2018, primarily as a result of our issuance of $200.0 million of 1.50% convertible senior notes and the net borrowing of $136.1 million under the Amended Revolving Credit Facility. Net cash of $65.1 million was used in financing activities during the year ended December 31, 2017,2020, primarily associated with a $32.9 million reduction in bank debt and our purchases of $34.9 million principal amount of the Notes for cash totaling $20.1 million. Net cash of $95.9 million was used in financing activities during the year ended December 31, 2019, primarily associated with the net repayment of $42.2$84.2 million, net in borrowings under the Revolving Credit Facility in addition to repurchases of our common stock totaling $16.3 million.
On January 12, 2018, we partially funded the GEODynamics Acquisition through borrowings available under our Revolving Credit Facility. On January 30, 2018, we issued $200.0Facility and the repurchase at a discount of $7.8 million in principal amount of ourthe Notes due February 2023 and entered intofor cash totaling $6.7 million.
As of December 31, 2020, we had cash on-hand of $72.0 million, compared to $8.5 million as of December 31, 2019.
As of December 31, 2020, we had $19.0 million outstanding under our Amended Revolving Credit Facility to extend the maturityand $157.4 million principal amount of the facility to January 30, 2022Notes outstanding. Our reported interest expense, which included non-cash amortization of debt discount and provide for total lender commitmentsdeferred financing costs of $350 million. Net proceeds from$7.7 million, is substantially above our contractual cash interest expense. For 2020, our contractual interest expense was $6.2 million, or approximately 2% of the Notes offeringaverage principal balance of approximately $194.0 million, after deducting discounts and estimated expenses, were used to repay a portion of amounts outstanding under the Revolving Credit Facility.debt outstanding.
We believe that cash on hand,on-hand, cash flow from operations and borrowing capacity available borrowings under our AmendedAsset-based Revolving Credit Facility will be sufficient to meet our liquidity needs in the coming twelve months. If our plans or assumptions change, or are inaccurate, or if we make further acquisitions, we may need to raise additional capital. Acquisitions have been, and our management believes acquisitions will continue to be, a key element of our business strategy. The timing, size or success of any acquisition effort and the associated potential capital commitments are unpredictable and uncertain. We may seek to fund all or part of any such efforts with proceeds from debt and/or equity issuances. Our ability to obtain capital for additional projects to implement our growth strategy over the longer term will depend upon our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing. Capital availability will be affected by prevailing conditions in our industry, the global economy, the global financial markets, stakeholder scrutiny of environmental, social and governance matters and other factors, many of which are beyond our control. In addition, debt service requirementsthis regard, the effect of the COVID-19 pandemic has resulted in significant disruption of global financial markets. For companies like ours that support the energy industry, this disruption has been exacerbated by the global crude oil supply and demand imbalance and resulting decline in crude oil prices, which has negatively impacted the value of our common stock; has and may continue to reduce our ability to
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access capital in the bank and capital markets; and has and may continue to result in such capital being available on less favorable terms, which could bein the future negatively affect our liquidity.
Asset-based Revolving Credit Facility. On February 10, 2021, we entered into a senior secured credit facility with certain lenders, which provides for a $125.0 million asset-based revolving credit facility (the "Asset-based Revolving Credit Facility") under which credit availability is subject to a borrowing base calculation. Concurrent with entering into the Asset-based Revolving Credit Facility, the Amended Credit Agreement was terminated.
The Asset-based Revolving Credit Facility is governed by a credit agreement with Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions from time to time party thereto (the "Asset-based Credit Agreement"). The Asset-based Credit Agreement matures on February 10, 2025 with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $17.5 million (excluding the unsecured promissory note to the seller of GEODynamics ).
The Asset-based Credit Agreement provides funding based on highera borrowing base calculation that includes eligible U.S. customer accounts receivable and inventory and provides for a $50.0 million sub-limit for the issuance of letters of credit. Borrowings under the Asset-based Credit Agreement are secured by a pledge of substantially all of our domestic assets and the stock of certain foreign subsidiaries.
Borrowings under the Asset-based Credit Agreement bear interest ratesat a rate equal to the London Interbank Offered Rate ("LIBOR") plus a margin of 2.75% to 3.25% and shorter maturities and could imposesubject to a significant burdenLIBOR floor rate of 0.50%, or at a base rate plus a margin of 1.75% to 2.25%, in each case based on average borrowing availability. We must also quarterly pay a commitment fee of 0.375% to 0.50% per annum, based on unused commitments under the Asset-based Credit Agreement.
The Asset-based Credit Agreement places restrictions on our resultsability to incur additional indebtedness, grant liens on assets, pay dividends or make distributions on equity interests, dispose of operationsassets, make investments, repay other indebtedness (including the Notes), engage in mergers, and financial condition, and any issuance of additional equity securitiesother matters, in each case, subject to certain exceptions. The Asset-based Credit Agreement contains customary default provisions, which, if triggered, could result in significant dilutionacceleration of all amounts then outstanding. The Asset-based Credit Agreement also requires us to stockholders.satisfy and maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 for specified periods of time in the event that availability under the Asset-based Credit Agreement is less than the greater of 15% of the borrowing base and $14.1 million or if an event of default has occurred and is continuing.
RevolvingSee Note 7, "Long-term Debt," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further information regarding the terms of the Asset-based Credit Facility. OurAgreement.
As of February 10, 2021, we had $12.1 million of borrowings outstanding under the Asset-based Revolving Credit Facility and $29.0 million of outstanding letters of credit. The total amount available to be drawn as of February 10, 2021 was approximately $29 million, calculated based on an initial borrowing base less outstanding borrowings and letters of credit.
Revolving Credit Facility. Until its termination on February 10, 2021, our former senior secured revolving credit facility (the "Revolving Credit Facility") was governed by the Credit Agreement dated as of May 28, 2014, asan amended (the "Credit Agreement")and restated credit agreement by and among the Company, the Lenders party thereto, Wells Fargo Bank, N.A., as administrative agent for the lenders party thereto and collateral agent for the secured parties thereunder, and the lenders and other financial institutions from time to time party thereto, the Swing Line Lender and an Issuing Bank, Royal Bankdated as of Canada, as syndication agent, and Compass Bank, as documentation agent. As of December 31, 2017, our Revolving Credit FacilityJanuary 30, 2018 (the "Credit Agreement"), which was scheduled to mature on May 28, 2019.
We amended and restated our Credit Agreement on January 30, 2018 with Wells Fargo Bank, N.A., as administrative agent for the lenders party thereto and collateral agent for the secured parties thereunder, and the lenders and other financial institutions from time2022. Prior to time party thereto (the "Amended Credit Agreement"). The Amended Credit Agreement governsJune 17, 2020, our Amended Revolving Credit Facility. The Amended Revolving Credit Facility providesprovided for up to $350 million in lender commitments, and matures on January 30, 2022. Under our Amended Revolving Credit Facility,including $50 million is available for the issuance of letters of credit.
On June 17, 2020, we entered into an omnibus amendment to the Credit Agreement (as amended, the "Amended Credit Agreement"). Lender commitments under the Amended Credit Agreement were reduced to $200 million in exchange for the suspension of the financial covenants from July 1, 2020 through March 30, 2021. During the financial covenant suspension period, borrowing availability under the Revolving Credit Facility (as amended, the "Amended Revolving Credit Facility") was limited to 85% of the lesser of (i) $200 million or (ii) a borrowing base, calculated monthly, equal to the sum of 70% of the consolidated net book value of eligible receivables and 20% of the consolidated net book value of eligible inventory (the "Borrowing Base"). We expensed approximately $0.5 million of previously deferred financing costs in 2020, which is included in interest expense, net as a result of the amendment of the Credit Agreement.
See Note 7, "Long-term Debt," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further information regarding the terms of the Credit Agreement and the amendment thereto.
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As of December 31, 2018,2020, we had $136.1$19.0 million of borrowings outstanding under the Amended Revolving Credit AgreementFacility and $22.6$29.2 million of outstanding letters of credit, leaving $156.2 million available to be drawn.credit. The total amount available to be drawn was less than the lender commitments as of December 31, 2018, due to limits imposed by maintenance covenants in the Amended Credit Agreement.
Amounts outstanding under our Revolving Credit Facility bear interest at LIBOR plus a margin of 1.75% to 3.00%, or at a base rate plus a margin of 0.75% to 2.00%, in each caseJanuary 1, 2021 was $69.3 million, calculated based on a ratio of our total net funded debt to consolidated EBITDA (as defined in the Amended Credit Agreement). We must also pay a quarterly commitment fee of 0.25% to 0.50%, based on our ratio of total net funded debt to consolidated EBITDA, on the unused commitments under the Amended Credit Agreement.
The Amended Credit Agreement contains customary financial covenants and restrictions. Specifically, we must maintain an interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.0 to 1.0, a maximum senior secured leverage ratio, defined as the ratio of senior secured debt to consolidated EBITDA, of no greater than 2.25 to 1.0 and a total net leverage ratio, defined as the ratio of total net funded debt to consolidated EBITDA, of no greater than 4.0 to 1.0 through


the fiscal quarter ending December 31, 2018 and no greater than 3.75 to 1.0 thereafter. Our financial covenants give pro forma effect to the issuance85% of the Notes, acquired businessesBorrowing Base less outstanding borrowings and the annualizationletters of EBITDA for acquired businesses.credit.
Each of the factors considered in the calculations of these ratios are defined in the Amended Credit Agreement. Consolidated EBITDA and consolidated interest, as defined, exclude goodwill impairments, losses on extinguishment of debt, debt discount amortization, and other non-cash charges. As of December 31, 2018, we were in compliance with our debt covenants and expect to continue to be in compliance throughout 2019.
Borrowings under the Amended Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our domestic subsidiaries. Our obligations under the Amended Credit Agreement are guaranteed by our significant domestic subsidiaries.
Under the Amended Credit Agreement, the occurrence of specified change of control events involving our Company would constitute an event of default that would permit the banks to, among other things, accelerate the maturity of the facility and cause it to become immediately due and payable in full.
1.50% Convertible Senior Notes. Notes due February 2023. On January 30, 2018, we issued $200.0 million aggregate principal amount of the Notes pursuant to an indenture, dated as of January 30, 2018 (the "Indenture"), between us and Wells Fargo Bank, N.A., as trustee. Net proceeds, after deducting discounts and expenses, were approximately $194.0
The Indenture contains certain events of default, including certain defaults by us with respect to other indebtedness of at least $40.0 million. We used
During 2020, we opportunistically purchased $34.9 million principal amount of the outstanding Notes for $20.1 million in cash, which was $10.7 million below the net proceeds to repay a portioncarrying amount of the borrowingsrelated liability, resulting in the recognition of non-cash gains. During 2019, we repurchased $7.8 million principal amount of the outstanding underNotes for $6.7 million, which approximated the Revolving Credit Facility.carrying amount of the related liability.
The initial carrying amount of the Notes recorded in the consolidated balance sheet as of January 30, 2018 was less than the $200.0 million in principal amount of the Notes, in accordance with applicable accounting principles, reflective of the estimated fair value of a similar debt instrument that does not have a conversion feature. We recorded the value of the conversion feature of $34.4 million as a debt discount which isat the date of issuance, to be amortized as interest expense over the term of the Notes, with a similar amount allocated to additional paid-in capital. As a result of this amortization theof debt discount, interest expense we recognize related torecognized on the Notes for accounting purposes, is based onreflecting an effective interest rate of approximately 6%, which is greater than the cash interest payments we are obligated to pay on the Notes. Interest expense associated with the Notes for 20182020 and 2019 was $9.0$9.3 million and $10.2 million, respectively, while the related cash interest expense was $2.8 million. See Note 7, "Long-term Debt," for further information with respect to the carrying amount of the Notes.
The Notes bear interest at a rate of 1.50% per year until maturity. Interest is payable semi-annually in arrears on February 15$2.6 million and August 15 of each year, beginning on August 15, 2018. In addition, additional interest and special interest may accrue on the Notes under certain circumstances as described in the Indenture. The Notes will mature on February 15, 2023, unless earlier repurchased, redeemed or converted. The initial conversion rate is 22.2748 shares of our common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $44.89 per share of common stock). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the Indenture.
Noteholders may convert their Notes, at their option only in the following circumstances: (1) if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the "measurement period") in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the Indenture; or (4) if the Company calls the Notes for redemption, or at any time from, and including, November 15, 2022 until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at the Company's election, based on the applicable conversion rate(s). If we elect to deliver cash or a combination of cash and shares of common stock, then the consideration due upon conversion will be based on a defined observation period.
The Notes will be redeemable, in whole or in part, at our option at any time, and from time to time, on or after February 15, 2021, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price on each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice.
If specified change in control events involving the Company as defined in the Indenture occur, then noteholders may require us to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. Additionally, the Notes contain certain events of default as set forth in the indenture.$3.0 million, respectively. As of December 31, 2018,2020, none of the conditions allowing holders of the Notes to convert, or requiring us to repurchase the Notes, had been met.See Note 7, "Long-term Debt," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further information regarding the Notes.


Because it is our intentSee Note 2, "Summary of Significant Accounting Policies," to settle the principal portionConsolidated Financial Statements included in this Annual Report on Form 10‑Kfor discussion of the Notes in cash, we use the treasury stockrecent revision to accounting guidance for convertible instruments, which changed our method when calculating the diluted earnings per share effectof accounting for the variable numberNotes upon our adoption of shares that would be issued upon conversion to settle the conversion feature. The Notes were not convertible during the year ended December 31, 2018.standard effective January 1, 2021.
Promissory Note. In connection with the GEODynamics Acquisition, we issued a $25.0 million promissory note that bears interest at 2.5% per annum and iswas scheduled to mature on July 12, 2019. PaymentsWe believe that payments due under the promissory note may beare subject to set-off, in full or in part, against certain claims related to matters occurring prior to our acquisitionthe GEODynamics Acquisition. We have provided notice to and asserted indemnification claims against the seller of GEODynamics which is expected to delay and/or reduce amounts paid(the "Seller"), and the Seller has filed a breach of contract suit against us and one of our wholly-owned subsidiaries alleging that payments due under the promissory note are required to be, but have not been, repaid in accordance with the terms of the note. We have incurred settlement costs and expenses of $7.9 million related to such indemnification claims and we believe that the maturity date of the note is extended until these claims are resolved. Accordingly, we have reduced the carrying amount of such note in our consolidated balance sheet to $17.1 million as of December 31, 2020, which is our current best estimate of what is owed after set-off for indemnification matters. See Note 13,14, "Commitments and Contingencies" for additional discussion.Contingencies," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K.
Our total debt represented 18.7%20% of our combined total debt and stockholders’stockholders' equity atas of December 31, 20182020 compared to 0.5% at17% as of December 31, 2017.2019.
Stock Repurchase Program. We maintainhistorically maintained a share repurchase program, which was extendedallowed to expire on July 29, 2019 by our Board of Directors.2020. During the year ended December 31, 2018, there were no repurchases2020, we did not repurchase any shares of our common stock under the program. During 2017,2019, we repurchased 562approximately 51 thousand shares of our common stock under the program at a total cost of $16.2$0.8 million. No shares of our common stock were repurchased under the program in 2016. The amount remaining under our current share repurchase authorization as of December 31, 2018 was $120.5 million. Subject to applicable securities laws, any purchases will be at such times and in such amounts as the Company deems appropriate.
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Contractual Obligations. The following summarizes our contractual obligations atas of December 31, 2018,2020, and the effect such obligations are expected to have on our liquidity and cash flow over the next five years (in thousands):
Payments due by periodPayments due by period
Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 yearsTotalLess than 1 year1 - 3 years3 - 5 yearsMore than 5 years
Contractual obligations         Contractual obligations
Amended Revolving Credit Facility(1)
$136,144
 $
 $
 $136,144
 $
1.50% Convertible Senior Notes(2)
219,500
 3,000
 9,000
 207,500
 
Revolving Credit Facility(1)
Revolving Credit Facility(1)
$19,000 $— $19,000 $— $— 
1.50% convertible senior notes due February 2023(2)
1.50% convertible senior notes due February 2023(2)
163,270 2,361 160,910 — — 
Promissory note(3)
25,938
 25,938
 
 
 
Promissory note(3)
18,422 18,422 — — — 
Other debt and capital leases5,540
 561
 1,163
 1,002
 2,814
Other debt and finance lease obligationsOther debt and finance lease obligations4,792 683 1,220 997 1,892 
Operating lease liabilities(4)
Operating lease liabilities(4)
43,841 9,293 11,738 9,023 13,787 
Purchase obligations(4)(5)
58,924
 58,310
 614
 
 
50,694 49,975 719 — — 
Non-cancelable operating lease obligations58,039
 12,312
 16,004
 9,883
 19,840
Total contractual cash obligations$504,085
 $100,121
 $26,781
 $354,529
 $22,654
Total contractual cash obligations$300,019 $80,734 $193,587 $10,020 $15,679 
____________________
(1)Excludes interest on variable-rate debt which matures in January 2022. Since we cannot predict with any certainty the amount of interest due on our revolving debt due to the expected variability of interest rates and principal amounts outstanding, we do not include this in our obligations. If we assume interest payment amounts are calculated using the outstanding principal balances and interest rates as of December 31, 2018 and include applicable commitment fees, estimated interest payments on our variable-rate debt would be $6.7 million "due in less than one year" and $13.9 million "due in one to three years". See Note 7, "Long-term Debt," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for additional information on our Amended Revolving Credit Facility.
(2)Amount represents the full principal amount of the Notes together with cash interest payments due semi-annually.
(3)
(1)Excludes interest on the variable-rate debt, which was scheduled to mature in January 2022. Since we cannot predict with any certainty the amount of interest due on our revolving debt due to the expected variability of interest rates and principal amounts outstanding, we do not include this in our obligations. If we assume interest payment amounts are calculated using the outstanding principal balances and interest rates as of December 31, 2020 and include applicable commitment fees, estimated interest payments on our variable-rate debt would be $0.7 million "due in less than one year" and $0.1 million "due in one to three years." As discussed above, we entered into a new Asset-based Revolving Credit Facility on February 10, 2021, which matures in February 2025. Concurrent with entering into the Asset-based Revolving Credit Facility, borrowings under the Amended Revolving Credit Facility were repaid and the related agreement was terminated. See Note 7, "Long-term Debt," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for additional information.
(2)Amount represents the full principal amount of the Notes together with cash interest payments due semi-annually.
(3)Amount represents the net principal amount of the $25 million promissory note together with accrued and unpaid interest as of February 22, 2021. The $25 million promissory note (together with accrued and unpaid interest) issued in connection with the GEODynamics Acquisition is scheduled to mature in July 2019. Payments under the promissory note may be set-off, in full or in part, against certain claims related to matters occurring prior our acquisition of GEODynamics, which is expected to delay and/or reduce amounts paid under the promissory note.
(4)The purchase obligations of the Company primarily relate to open purchase orders in our Offshore/Manufactured Products and Completion Services operations.
Registration Rights Agreement
In connection with the GEODynamics Acquisition we issued approximately 8.66 million shares of our common stockwas scheduled to mature on July 12, 2019. We believe that payments due under the promissory note are subject to set-off, in full or in part, against certain claims related to matters occurring prior to the entity from whomGEODynamics Acquisition. As more fully described in Note 14, "Commitments and Contingencies," to the Consolidated Financial Statements, we acquired that business,have provided notice to and we granted that entityasserted indemnification claims against the Seller, and certain other parties' registration rights pursuant to a registration rights agreement. Wethe Seller has filed a shelf registration statement forbreach of contract suit against us alleging that payments due under the resale of sharespromissory note are required to be, but have not been, repaid in accordance with the agreement on January 19, 2018 and the selling stockholder sold approximately 5.93 million sharesterms of the Company's common stock through an underwritten offeringnote. As a result, we believe that the maturity date of the note is extended until the resolution of the claims and we expect that the amount ultimately paid in late February 2018. Asrespect of such note will be reduced as a result of these indemnification claims. Accordingly, we have reduced the carrying amount of such note in our consolidated balance sheet to $17.1 million as of December 31, 2018,2020, which is our current best estimate of what is owed after set-off for indemnification matters.
(4)Amount represents the Company does not expectpayment obligations (including implied interest) for operating leases with an initial term of greater than 12 months. Operating lease obligations are recorded in the consolidated balance sheet as operating lease liabilities while the right-of-use assets are included within operating lease assets.
(5)Our purchase obligations primarily relate to open purchase orders in our Offshore/Manufactured Products and Completion Services operations.
Contingencies and Other Obligations. We are a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of our products or operations. Some of these claims relate to matters occurring prior to the acquisition of businesses, and some relate to businesses we have any further material obligationssold. In certain cases, we are entitled to indemnification from the sellers of businesses and, in other cases, we have indemnified the buyers of businesses. In addition, the Seller in the GEODynamics Acquisition filed a breach of contract suit against us in federal court in August 2020, in which the Seller alleged, among other contractual breaches, that it was entitled to approximately $19 million in U.S. federal income tax carryback claims we received under the registration rights agreement.provisions of the CARES Act legislation. On February 15, 2021, the Seller dismissed the federal lawsuit without prejudice and refiled in state court. Although we can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on us, we believe that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by indemnity or insurance, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. See Note 14, "Commitments and Contingencies," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further discussion.
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Effects of Inflation
Our revenues and results of operations have not been materially impacted by inflation in the past three fiscal years.


Off-Balance Sheet Arrangements
As of December 31, 2018,2020, we had no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S‑K.
Tariffs
We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. In 2018, the United States imposed tariffs on a variety of imported products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. The effect of these new tariffs and the application and interpretation of existing trade agreements and customs, anti-dumping and countervailing duty regulations continues to evolve, and we continue to monitor these matters. If we encounter difficulty in procuring these raw materials and component products, or if the prices we have to pay for these products increase further as a result of customs, anti-dumping and countervailing duty regulations or otherwise and we are unable to pass corresponding cost increases on to our customers, our financial position and results of operations could be adversely affected. Furthermore, uncertainty with respect to potential costs in the drilling and completion of oil and gas wells could cause customers to delay or cancel planned projects which, if this occurred, would adversely affect our financial position and results of operations. See Note 13,14, "Commitments and Contingencies"Contingencies," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for additional discussion.
Tax Matters
See Note 2, "Summary of Significant Accounting Policies," and Note 8,9, "Income Taxes," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for additional information with respect to tax matters.
Critical Accounting Policies
Our Consolidated Financial Statements included in this Annual Report on Form 10‑K have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), which require that managementwe make numerous estimates and assumptions. Actual results could differ from those estimates and assumptions, thus impacting our reported results of operations and financial position. The critical accounting policies and estimates described in this section are those that are most important to the depiction of our financial condition and results of operations and the application of which requires management’sour most subjective judgments in making estimates about the effect of matters that are inherently uncertain. We describe our significant accounting policies more fully in Note 2, "Summary of Significant Accounting Policies," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K.
Goodwill and Long-Lived Tangible and Intangible Assets including Goodwill
Our tangible long-lived assets totaled $540.4 million as of December 31, 2018. Our goodwill totaled $647.0$76.5 million, representing 32%7% of our total assets as of December 31, 2018,2020. Our long-lived tangible assets totaled $416.7 million, representing 36% of our total assets as of December 31, 2020, and our otherlong-lived intangible assets totaled $255.3$205.7 million, representing 13%18% of our total assets. The remainder of our assets largely consisted of cash, accounts receivable and inventory.inventories.
Goodwill
Goodwill represents the excess after impairments, if applicable, of the purchase price for acquired businesses over the allocated fair value of related net assets. In accordance with current accounting guidance, we do not amortize goodwill, but rather assess goodwill for impairment annually and when an event occurs or circumstances change that indicate the carrying amounts may not be recoverable. In the evaluation of goodwill, each reporting unit with goodwill on its balance sheet is assessed separately using relevant events and circumstances. We estimate the fair value of each reporting unit and compare that fair value to its recorded carrying value. We utilize, depending on circumstances, a combination of valuation methodologies including a market approach and an income approach, as well as guideline public company comparables. Projected cash flows are discounted using a long-term weighted average cost of capital for each reporting unit based on estimates of investment returns that would be required by a market participant. As part of the process of assessing goodwill for potential impairment, our total market capitalization is compared to the sum of the fair values of all reporting units to assess the reasonableness of aggregated fair values. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded.
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December 2019 Impairment
During the fourth quarter of 2019, U.S. land-based completion activity declined significantly from levels experienced over the previous three quarters. Additionally, a number of other market indicators declined to levels not experienced in recent years. Consistent with most other oilfield service industry peers, our stock price declined and our market capitalization was below the carrying value of stockholders' equity. Given these market conditions, we reduced our near-term demand outlook for our short-cycle products and services in the U.S. shale play regions. This refined outlook was incorporated in the December 1, 2019 annual impairment assessment.
Based on this quantitative assessment, we concluded that the goodwill amount recorded in our Downhole Technologies reporting unit was partially impaired and recognized a non-cash goodwill impairment charge of $165.0 million in the fourth quarter of 2019.
The discount rates used to value the our reporting units as of December 1, 2019 ranged between 12.5% and 13.0%. Holding all other assumptions and inputs used in each of the respective discounted cash flow analysis constant, a 50 basis point increase in the discount rate assumption would have increased the goodwill impairment charge by approximately $28 million.
March 2020 Impairments
In March 2020, the spot price of WTI crude oil declined over 50% in response to current and expected material reductions in global demand stemming from the global response to the COVID-19 pandemic, coupled with announcements by Saudi Arabia and Russia of plans to increase crude oil production. Following this unprecedented collapse in crude oil prices, the spot price of Brent and WTI crude oil closed at $15 and $21 per barrel, respectively, on March 31, 2020. Consistent with oilfield service industry peers, our stock price also declined dramatically during the first quarter of 2020, with our market capitalization falling substantially below the carrying value of stockholders' equity.
Given the significance of these March 2020 events, we performed a quantitative assessment of goodwill for further impairment as of March 31, 2020. This interim assessment indicated that the fair value of each of the reporting units was less than their respective carrying amounts due to, among other factors, the significant decline in the our stock price and that of our peers and reduced growth rate expectations given weak energy market conditions resulting from the demand destruction caused by the global response to the COVID-19 pandemic. In addition, the estimated returns required by market participants increased materially in our March 31, 2020 assessment from the assessment performed as of December 1, 2019, resulting in higher discount rates used in the discounted cash flow analysis.
Significant assumptions and estimates used in the income approach include, among others, estimated future net annual cash flows and discount rates for each reporting unit, current and anticipated market conditions, estimated growth rates and historical data. These estimates relied upon significant management judgment, particularly given the uncertainties regarding the COVID-19 pandemic and its impact on activity levels and commodity prices as well as future global economic growth.
Based on this quantitative assessment as of March 31, 2020, we concluded that goodwill recorded in the Completion Services and Downhole Technologies businesses was fully impaired while goodwill recorded in the Offshore/Manufactured Products business was partially impaired. We therefore recognized non-cash goodwill impairment charges totaling $406.1 million in the first quarter of 2020.
The discount rates used to value our reporting units as of March 31, 2020 ranged between 16.8% and 18.5%. Holding all other assumptions and inputs used in the discounted cash flow analysis constant, a 50 basis point increase in the discount rate assumption for the Offshore/Manufactured Products reporting unit would have increased the goodwill impairment charge by approximately $10 million.
December 2020 Assessment
As of December 1, 2020, we had only one reporting unit – Offshore/Manufactured Products – with a goodwill balance of $76 million. We performed our annual quantitative assessment of goodwill for impairment, which indicated that the fair value of the Offshore/Manufactured Products reporting unit was greater than its carrying amount and no additional provision for impairment was required.
The valuation techniques used in the December 1, 2020 assessment were consistent with those used during the March 31, 2020 assessment. The discount rate used to value the Offshore/Manufactured Products reporting unit as of December 1, 2020 was approximately 15%. The estimated returns required by market participants decreased in our December 1, 2020 assessment from our assessment as of March 31, 2020, resulting in lower discount rate used in the discounted cash flow analysis. Holding
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all other assumptions and inputs used in the discounted cash flow analysis constant, a 100 basis point increase in the discount rate assumption for the Offshore/Manufactured Products reporting unit would not result in a goodwill impairment.
As of December 31, 2020, our market capitalization was $306 million, or $452 million below our equity carrying value.
The March 2020 and December 2019 goodwill impairment charges did not impact our liquidity position, debt covenants or cash flows.
We continue to monitor commodity prices and other significant assumptions used in our forecasts. If we experience a prolonged decline in long-term demand for crude oil and natural gas or significant and sustained increases in commodity supplies, which serve to lower commodity prices over the long term, we will be required to update our discounted cash flow analysis and potentially be required to record a goodwill impairment in the future.
Long-Lived Tangible and Intangible Assets
An assessment for impairment of long-lived tangible and intangible assets including intangibles, is conducted at least annually, as well as whenever changes in the facts and circumstances indicate a loss in value may have occurred. Indicators of impairment might include persistent negative economic trends affecting the markets we serve, recurring losses or lowered expectations of future cash flows to be generated by our assets. TheWhen necessary, the determination of the amount of impairment would beis based on quoted market prices, if available, or uponon our judgmentsjudgment as to the future operating cash flows to be generated from these assets throughout their estimated useful lives.
During 2020 and 2019, we recognized non-cash asset impairment charges totaling $12.4 million and $33.7 million, respectively, to reduce the carrying value of certain equipment and facilities (owned and leased) to their estimated realizable value.
Based on our December 2018 impairment review,assessment in 2020, the carrying values of our asset groupsother long-lived tangible and intangible assets are recoverable and no impairment losses were recorded. However, industry cyclicality and downturns may result in future changes into our estimates of projected operating cash flows, or their timing, and could potentially cause usfuture impairment to impair the values of our long-lived assets, including finite-lived intangible assets.
If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered to be impaired and an impairment loss is recorded. We evaluate each reporting unit annually on December 1 and when an event occurs or circumstances change to suggest that the carrying amount may not be recoverable. Our reporting units with goodwill as of December 31, 2018 include Completion Services, Downhole Technologies and Offshore/Manufactured Products. There is no remaining goodwill in our Drilling Services reporting unit.
Given the significant decline observed in crude oil prices and our market capitalization during the fourth quarter of 2018, we performed our annual quantitative impairment test of our goodwill on December 1, 2018. This quantitative assessment incorporated our projected cash flows for each reporting unit as revised to reflect the deterioration in the market outlook observed through


December 31, 2018 due to crude oil price volatility. For this test, we estimated the fair value of each reporting unit and compared that fair value to its recorded carrying value. As none of our reporting units have publicly quoted market prices, we determined the value that willing buyers and sellers would place on each reporting unit in a routine sale process (a Level 3 fair value measurement). In our analysis, we targeted a valuation that would be placed on the reporting unit by market participants based on historical and projected operating results throughout a full market cycle, not the value of the reporting unit based on trough or peak operating results. We utilized, based on circumstances, a combination of trading multiples analyses, projected discounted cash flow calculations with estimated terminal values and acquisition comparables. We discounted our projected cash flows using a long-term weighted average cost of capital for each reporting unit based on our estimate of investment returns that would be required by a market participant. The fair value of our reporting units is primarily affected by expectations regarding future crude oil and natural gas prices, anticipated spending by our customers, income tax rates and the cost of capital. We also compared the total market capitalization of the Company to the sum of the fair values of all of our reporting units to assess the reasonableness of the aggregated fair value.
Our testing led us to conclude that the fair value of our Completion Services, Downhole Technologies and Offshore/Manufactured Products reporting units exceeded their carrying values by 8%, 8% and 26%, respectively, as of December 1, 2018.
As of December 1, 2018, our market capitalization, which excluded any control premium, was $1.3 billion, as compared to the carrying value of our equity of $1.4 billion. Our stock price and our overall industry market capitalization were further negatively impacted in December 2018 due to numerous factors, including broad-based year-end stock market trading volatility, tax loss harvesting by investors, lower crude oil prices and foreign trade agreement negotiation uncertainties. Excluding a control premium, our market capitalization was $856 million as of December 31, 2018, and averaged $1.04 billion over the period from January 1 through February 15, 2019. In comparison, our average market capitalization over the first nine months of 2018 was approximately $1.7 billion. As of September 30, 2018, our market capitalization was $2.0 billion, or $541 million above our equity carrying value.
As discussed above, our annual assessment has appropriately considered the impact of the current market environment and industry outlook by using projected discounted cash flows reflecting expected market conditions at December 31, 2018 in estimating the fair value of our reporting units. The underlying fundamentals supporting the crude oil and natural gas markets continue to support long-term crude oil demand growth and the need for additional crude oil production. After giving consideration to various macro-economic factors, we concluded that our market capitalization as of December 31, 2018 was temporarily impacted by various market forces which did not indicate that it was more likely than not that the carrying amounts of our reporting units exceeded their fair values. This qualitative assessment is further supported by the subsequent recovery in crude oil prices in early 2019 to a level above the prices in effect at year end. In addition, our stock price also recovered a portion of its value since December 31, 2018. Our stock price in 2019 averaged $17.30 per share through February 15 (a 21% increase from our closing stock price of $14.28 on December 31, 2018). We continue to monitor commodity prices and other significant assumptions used in our forecasts. If we experience a prolonged decline in long-term demand for crude oil and natural gas or significant and sustained increases in commodity supplies, which serve to depress commodity prices over the long term, we will be required to update our discounted cash flow analysis and potentially be required to record a goodwill impairment in the future. Furthermore, if our market capitalization remains below our book value for a sustained period of time and the implied fair value of our equity is not reasonably supported by equity control premiums, we will need to consider updating our assessment.
Purchase Price Allocation of Acquisitions
We allocate the fair value of the purchase price consideration of an acquired business to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the fair value of the acquired assets and liabilities, if any, is recorded as goodwill. We use available information to estimate fair values including quoted market prices, the carrying value of acquired assets, and widely accepted valuation techniques such as discounted cash flows. Determining the fair value of assets and liabilities acquired, as well as intangible assets that relate to such items as customer relationships, technology and know-how, trade names and non-compete agreements involves professional judgment and is ultimately based on acquisition models and management’s assessment of the value of the assets acquired, and to the extent available, third-party assessments. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, could materially impact our results of operations.
Revenue and Cost Recognition
As further discussed in Note 3, "Recent Accounting Pronouncements," we account for revenue in accordance with Financial and Accounting Standards Board guidance on revenue from contracts with customers ("ASC 606"), which we adopted on January 1, 2018. The new guidance did not have a material impact on our recognition of revenues. Contractual terms may vary by contract and customer, which may impact the timing of revenue recognition under the standard in future periods.


Our revenue contracts may include one or more promises to transfer a distinct good or service to the customer, which is referred to under ASC 606 as a "performance obligation," and to which revenue is allocated. We recognize revenue and the related cost when, or as, the performance obligations are satisfied. The majority of our significant contracts for custom engineered products have a single performance obligation as no individual good or service is separately identifiable from other performance obligations in the contracts. For contracts with multiple distinct performance obligations, we allocate revenue to the identified performance obligations in the contract. Our product sales terms do not include significant post-performance obligations.
Our performance obligations may be satisfied at a point in time or over time as work progresses. Revenues from goods and services transferred to customers at a point in time accounted for approximately 29%38%, 22%34% and 25%29% of consolidated revenues for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, respectively. The majority of our revenue recognized at a point in time is derived from short-term contracts for standard products offered by us. Revenue on these contracts is recognized when control over the product has transferred to the customer. Indicators we consider in determining when transfer of control to the customer occurs include: right to payment for the product, transfer of legal title to the customer, transfer of physical possession of the product, transfer of risk and customer acceptance of the product.
Revenues from products and services transferred to customers over time accounted for approximately 71%62%, 78%66% and 75%71% of consolidated revenues for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, respectively. The majority of our revenue recognized over time is for services provided under short-term contracts, with revenue recognized as the customer receives and consumes the services provided by our segments. In addition, we manufacture certain products to individual customer specifications under short-term contracts for which control passes to the customer as the performance obligations are fulfilled and for which revenue is recognized over time.
For significant project-related contracts involving custom engineered products within the Offshore/Manufactured Products segment (also referred to as "projected-driven"project-driven products"), revenues are typically recognized over time using an input measure such as the percentage of costs incurred to date relative to total estimated costs at completion for each contract (cost-to-cost method). Contract costs include labor, material and overhead. Management believesWe believe this method is the most appropriate measure of progress on large contracts. Billings on such contracts in excess of costs incurred and estimated profits are classified as a
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contract liability (deferred revenue). Costs incurred and estimated profits in excess of billings on these contracts are recognized as a contract asset (a component of accounts receivable).
Contract estimates for project-related contracts involving custom engineered products are based on various assumptions to project the outcome of future events that may span several years. Changes in assumptions that may affect future project costs and margins include production efficiencies, the complexity of the work to be performed and the availability and costs of labor, materials and subcomponents.
As a significant change in one or more of these estimates could affect the profitability of our contracts, contract-related estimates are reviewed regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss will be incurred on the contract, the loss is recognized in the period it is identified.
Cost of goods sold includes all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs. As presented on our consolidated statements of operations, costs of goods sold excludes depreciation and amortization expense. Selling, general and administrative costs are charged to expense as incurred.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that we collect from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of products.
Proceeds from customers for the cost of oilfield rental equipment that is damaged or lost downhole are reflected as gains or losses on the disposition of assets after considering the write-off of the remaining net book value of the equipment.
Cost of goods sold includes all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs. As presented on our consolidated statements of operations, costs of goods sold excludes depreciation and amortization expense. Selling, general and administrative costs are charged to expense as incurred.
Accounting for Contingencies
We have contingent liabilities and future claims for which we have made estimates of the amount of the eventual cost to liquidate such liabilities or claims. These liabilities and claims sometimes involve threatened or actual litigation where damages have been quantified and we have made an assessment of our exposure and recorded in an amount estimated to cover anthe expected loss. Other claims or liabilities have been estimated based on their fair value or our experience in thesesuch matters and, when appropriate, the advice of outside counsel or other outside experts. Upon the ultimate resolution of these uncertainties, our future reported financial results


will be impacted by the difference between our estimates and the actual amounts paid to settle a liability. Examples of areas where we have made important estimates of future liabilities include duties, income taxes, litigation, insurance claims warranty claims,and contractual claims and obligations and discontinued operations.
Allowance for Doubtful Accounts
The determination of the collectability of amounts due from customers requires us to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on a continuous process of assessing our portfolio on an individual customer basis taking into account current market conditions and trends. 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 a review of these factors, we will establish or adjust allowances for specific customers. A substantial portion of our revenues come from international oil companies, international oilfield service companies, and government-owned or government-controlled oil companies. If worldwide oil and gas exploration and production activity were to decline further, the creditworthiness of our customers could deteriorate and they may be unable to pay their receivables, requiring additional allowances to be recorded. At December 31, 2018 and 2017, our allowance for bad debts totaled $6.7 million and $7.3 million, or 2.3% and 3.3% of gross accounts receivable, respectively.
Inventory Reserves
Inventory is carried at the lower of cost or estimated net realizable value. We determine reserves for inventory based on historical usage of inventory on-hand, assumptions about future demand and market conditions, and estimates about potential alternative uses, which are usually limited. Our inventory consists of consumable oilfield products, manufactured equipment, spare parts for manufactured equipment, work in process, and raw materials to support customer demand, our manufacturing operations and our large installed base of specialized equipment used throughout the oilfield. Customers rely on us to stock certain specialized items to ensure that their equipment can be repaired and serviced in a timely manner. The estimated carrying value of inventory is determined on an average cost or specific-identification method and depends upon demand driven by oil and gas drilling and well completion activity, which depends in turn upon oil and gas prices, the general outlook for economic growth worldwide, available financing for our customers, political stability in major oil and gas producing areas, and the potential obsolescence of various types of equipment we sell, among other factors. A reserve for excess and/or obsolete inventory is maintained based on the age, turnover or condition of the inventory. At December 31, 2018 and 2017, inventory reserves totaled $18.6 million and $15.6 million, or 8.1% and 8.5% of gross inventory, respectively.obligations.
Estimation of Useful Lives
The selection of the useful lives of many of our assets requires the judgments of our operating personnel. Our judgment in this area is influenced by our historical experience in operating our assets, technological developments and expectations of future demand for the assets. Should our estimates be too long or short, we might eventually report a disproportionate number of losses or gains upon disposition or retirement of our long-lived assets. We believe our estimates of useful lives are appropriate.
Stock-Based Compensation
We estimate the fair value of stock compensation made pursuant to awards under our 2018 Equity Participation Plan (the "Plan") on their respective dates of grant. An estimate of the fair value of each restricted stock award or stock option determines the amount of stock compensation expense, net of estimated forfeitures, that we will recognize in the future. We use the Black-Scholes-Merton "closed form" model to value stock options awarded under the Plan. The fair value of service-based restricted stock awarded under the Plan is determined by the quoted market price of the Company’s common stock on the date of grant. The fair value of performance-based restricted stock awards issued with performance metrics based solely on the performance of our Company's common stock are valued using a Monte Carlo simulation model.
Income Taxes
We follow the liability method of accounting for income taxes in accordance with current accounting standards regarding the accounting for income taxes. Under this method, deferred income taxes are recorded based upon the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect at the time the underlying assets or liabilities are recovered or settled.
On March 27, 2020, the CARES Act was signed into law, which allowed the carryback of U.S. federal net operating losses. Prior to the enactment of the CARES Act, such tax losses could only be carried forward.
On December 22, 2017, Tax Reform Legislation was signed into law which enactsenacted significant changes to U.S. tax and related laws, including certain key U.S. federal income tax provisions applicable to oilfield service and manufacturing companies such as the Company. U.S. state or other regulatory bodies have not finalized potential changes to existing laws and regulations which may result from the new U.S. tax and related laws.ours. In accordance with the SEC's Staff Accounting Bulletin No. 118, we recorded provisional


estimates to reflect the effect of the Tax Reform Legislation on our income tax assets and liabilities as of December 31, 2017. During 2018, we adjusted these provisional estimates based on additional guidance issued by the Internal Revenue Service.
Prior to December 22, 2017, the majority of our earnings from international subsidiaries were considered to be indefinitely reinvested outside of the United States and no provision for U.S. income taxes was made for these earnings. However, certain historical foreign earnings were not considered to be indefinitely reinvested outside of the United States and were subject to U.S income tax as earned. If any of our subsidiaries distributed earnings in the form of dividends or otherwise, we generally were subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries.
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As of December 31, 2018,2020, our total investment, including earnings and profits, in foreign subsidiaries is considered to be permanently reinvested.
We record a valuation allowance in the reporting period when management believeswe believe that it is more likely than not that any deferred tax asset will not be realized. This assessment requires analysis of changes in tax laws, available positive and negative evidence, including consideration of losses in recent years, reversals of temporary differences, forecasts of future income, assessment of future business and tax planning strategies. During 20182020, 2019 and 2017,2018, we recorded valuation allowances primarily with respect to foreign and U.S. state net operating loss carryforwards of certain of our operations outside the United States. As a result of changes in U.S. tax laws in 2017, we recorded a valuation allowance on our foreign tax credit carryforwards during the fourth quarter of 2017.carryforwards.
The calculation of our tax liabilities involves assessing uncertainties regarding the application of complex tax regulations. We recognize liabilities for tax expenses based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the "FASB"), which are adopted by us as of the specified effective date. Unless otherwise discussed, management believeswe believe that the impact of recently issued standards, which are not yet effective, will not have a material impact on our consolidated financial statements upon adoption.
In May 2014,August 2020, the FASB issued updated guidance to simplify the accounting for convertible instruments and contracts in an entity's own equity. This new guidance eliminates the requirement that the carrying value of convertible debt instruments, such as the Notes, be allocated between the debt and equity components. As permitted under the standard, we adopted the new guidance on January 1, 2021 using the modified retrospective transition method. Adoption of the standard resulted in a $12.2 million increase in the net carrying value of the Notes, a $3.7 million decrease in deferred income taxes and an $8.5 million net decrease in stockholders' equity. The effective interest rate associated with the Notes after adoption of this guidance decreased from approximately 6% to approximately 2%, which compares to the contractual interest rate of 1.50%.
In June 2016, the FASB issued guidance on revenue from contracts with customerscredit impairment for short-term receivables which, as amended, introduced the recognition of management's current estimate of credit losses that superseded most then-current revenue recognition guidance, including industry-specific guidance (often referredare expected to as "ASC 606"). The underlying principle is that an entity recognizes revenue to depictoccur over the transferremaining life of goods or services to customers at an amount that the entity expects to be entitled to receive in exchange for those goods or services. The Companya financial asset. We adopted this guidance on January 1, 2018,2020, using the modified retrospective transition method applied to those contracts which were not completed as of that date. On January 1, 2018, we were required to recognize any cumulative effect of adopting this guidance as an adjustment to our opening balance of retained earnings. Prior periods were not retrospectively adjusted. Based on our analysis of existing contracts with customers, we concluded that the cumulative impact of the new standard was not material to our consolidated financial statements through January 1, 2018. In accordance with the guidance, we have expanded our revenue recognition disclosures to address the new qualitative and quantitative requirements.
In February 2016, the FASB issued guidance on leases which, as amended, introduces the recognition of lease assets and lease liabilities by lessees for all leases which are not short-term in nature. In connection with the required adoption of this guidance on January 1, 2019, we will use the optional transition method of recognizing any cumulative effect of adopting this guidance as an adjustment to the opening balance of retained earnings. Prior periods will not be retrospectively adjusted. Based on our analysisThe cumulative impact of existing long-term leases as of December 31, 2018, we estimate the adoption of the new standard will result in approximately $45 million of additional assets and liabilities being reflected inwas not material to our consolidated balance sheet, with no material cumulative impact expected to be recorded to our opening balance of retained earnings.financial statements. Prior periods were not retrospectively adjusted.
ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk
Market risk refers to the potential for losses arising from changes in interest rates, foreign currency fluctuations and exchange rates, equity prices and commodity prices including the correlation among these factors and their volatility.
Our principal market risks are our exposure to changes in interest rates and foreign currency exchange rates. We enter into derivative instruments only to the extent considered necessary to meet risk management objectives and do not use derivative contracts for speculative purposes.


Interest Rate Risk. We have a revolving credit facility that is subject to the risk of higher interest charges associated with increases in interest rates. As of December 31, 2018,2020, we had $136.1$19.0 million in floating-rate obligations drawn under the Amended Revolving Credit Facility. UseThe use of floating-rate obligations exposes us to the risk of increased interest expense in the event of increases in short-term interest rates. If the floating interest rates increased by 1% from December 31, 20182020 levels, our consolidated interest expense would increase by a total of approximately $1.4$0.2 million annually.
Foreign Currency Exchange Rate Risk. Our operations are conducted in various countries around the world and we receive revenue from these operations in a number of different currencies. As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated in (i) currencies other than the U.S. dollar, which is our functional currency, or (ii) the functional currency of our subsidiaries, which is not necessarily the U.S. dollar. In order to mitigate the effects of foreign currency exchange rate risks in areas outside of the United States (primarily in our Offshore/Manufactured Products segment), we generally pay a portion of our expenses in local currencies and a substantial portion of our contracts provide for collections from customers in U.S. dollars. During 2018,2020, our reported foreign currency exchange losses
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were $0.1$0.2 million and are included in “Other"Other operating (income) expense, net”net" in the Consolidated Statementsconsolidated statements of Operations.operations. In order to reduce our exposure to fluctuations in foreign currency exchange rates, we may enter into foreign currency exchange agreements with financial institutions. As of December 31, 2017, we had outstanding foreign currency forward purchase contracts with notional amounts of $2.4 million related to expected cash flows denominated in Euros. No foreign currency contracts were outstanding as of December 31, 2018.2020 or 2019.
Our accumulated other comprehensive loss, reported as a component of stockholders’stockholders' equity, increased from $58.5$67.7 million atas of December 31, 20172019 to $71.4 million atas of December 31, 2018,2020, primarily as a result of foreign currency exchange rate differences of $3.8 million in the current year of $13.1 million.year. This other comprehensive income is primarily related to fluctuations in the currency exchange rates compared to the U.S. dollar for certain of the international operations of our reportable segments. As of December 31, 2018,During 2020, the exchange rate of the British pound and the Brazilian realstrengthened by 3% compared to the U.S. dollar and the Brazilian real weakened by 6% and 14%, respectively,23% compared to the exchange rate at December 31, 2017. As of December 31, 2017,U.S. dollar. During 2019, the exchange rate of the British pound strengthened by 4% compared to the U.S. dollar strengthened by 9% compared to the exchange rate at December 31, 2016, while the exchange rate of the Brazilian real weakened by 4% compared to the U.S. dollar weakened by 2% during the same period.dollar.
Item 8.Financial Statements and Supplementary Data
Our Consolidated Financial Statements and supplementary data of the Company begin on page 6059 of this Annual Report on Form 10‑K and are incorporated by reference into this Item 8. Selected quarterly financial data is set forth in Note 1718, "Quarterly Financial Information (Unaudited)," to our Consolidated Financial Statements, which is incorporated herein by reference.
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no changes in or disagreements on any matters of accounting principles or financial statement disclosure between us and our independent registered public accounting firm during our two most recent fiscal years or any subsequent interim period.
Item 9A.Controls and Procedures
(i) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10‑K, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) of the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act 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 and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 20182020 at the reasonable assurance level. The Company closed the GEODynamics Acquisition on January 12, 2018. The acquired GEODynamics’ business is included in our 2018 consolidated financial statements and constitutes 7% and 6% of consolidated total and net assets (excluding goodwill and intangibles acquired), respectively, as of December 31, 2018 and 20% of consolidated revenues and $26.7 million of operating income for the year then ended. As the GEODynamics Acquisition occurred in the first quarter of 2018, the Company excluded the GEODynamics internal control over financial reporting from the scope of our assessment of the effectiveness of our disclosure controls and procedures. This exclusion is in accordance with the general guidance issued by the Staff of the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from our scope in the year of acquisition, if specified conditions are satisfied.


Pursuant to section 906 of The Sarbanes-Oxley Act of 2002, our Chief Executive Officer and Chief Financial Officer have provided certain certifications to the SEC. These certifications accompanied this report when filed with the SEC, but are not set forth herein.
(ii) Internal Control over Financial Reporting
(a) Management's annual report on internal control over financial reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving their control objectives.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, an assessment of the effectiveness of our internal control over financial reporting as of December 31, 20182020 was conducted. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control–Integrated Framework (2013 Framework). Based on our assessment we believe that, as of December 31, 2018, the Company's2020, our internal control over financial reporting is effective based on those criteria.
The Company closed the GEODynamics Acquisition on January 12, 2018. The acquired GEODynamics’ business is included in our 2018 consolidated financial statements and constitutes 7% and 6%effectiveness of consolidated total and net assets (excluding goodwill and intangibles acquired), respectively, as of December 31, 2018 and 20% of consolidated revenues and $26.7 million of operating income for the year then ended. As the GEODynamics Acquisition occurred in the first quarter of 2018, the Company excluded the GEODynamicsOil States' internal control over financial reporting from the scopeas of our assessment of the effectiveness of our disclosure controls and procedures. This exclusion is in accordance with the general guidance issuedDecember 31, 2020 has been audited by the Staff of the Securities and Exchange Commission thatErnst & Young LLP, an assessment of a recently acquired business may be omitted from our scope in the year of acquisition, if specified conditions are satisfied.independent registered public accounting firm, as described below.
(b) Attestation report of the registered public accounting firm.
The attestation report of Ernst & Young LLP, the Company'sour independent registered public accounting firm, on the Company'sour internal control over financial reporting is set forth in this Annual Report on Form 10‑K on page 62 and is incorporated herein by reference.
(c) Changes in internal control over financial reporting.
Except as described above, thereThere have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fourth fiscal quarter ended December 31, 2018,2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The GEODynamics Acquisition had a material impact on internal control over financial reporting. Due to the timing of the GEODynamics Acquisition, the Company has excluded the internal control over financial reporting of GEODynamics from our evaluation of internal control over financial reporting of the Company for the year ended December 31, 2018.
Item 9B.Other Information
There was no information required to be disclosed in a report on Form 8‑K during the fourth quarter of 20182020 that was not reported on a Form 8‑K during such time.

Executive Officer Retirement

On February 17, 2021, Mr. Lias J. "Jeff" Steen, our Executive Vice President, Human Resources & Legal voluntarily retired from his executive officer position. He will continue to be employed in a non-executive officer role on a part-time basis by Oil States for an indefinite period of time.
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PART III
Item 10.Directors, Executive Officers and Corporate Governance
(1)Information concerning directors, including the Company's audit committee financial experts, appears in the Company's Definitive Proxy Statement for the 2019 Annual Meeting of Stockholders, under "Election of Directors." This portion of the Definitive Proxy Statement is incorporated herein by reference.
(2)Information with respect to executive officers appears in the Company's Definitive Proxy Statement for the 2019 Annual Meeting of Stockholders, under "Executive Officers of the Registrant." This portion of the Definitive Proxy Statement is incorporated herein by reference.
(3)Information concerning Section 16(a) beneficial ownership reporting compliance appears in the Company's Definitive Proxy Statement for the 2019 Annual Meeting of Stockholders, under "Section 16(a) Beneficial Ownership Reporting Compliance." This portion of the Definitive Proxy Statement is incorporated herein by reference.
(1)Information concerning directors, including our audit committee financial experts, appears in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, under "Election of Directors." This portion of the Definitive Proxy Statement is incorporated herein by reference.
(2)Information with respect to executive officers appears in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, under "Executive Officers of the Registrant." This portion of the Definitive Proxy Statement is incorporated herein by reference.
(3)Information concerning Section 16(a) beneficial ownership reporting compliance appears in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, under "Section 16(a) Beneficial Ownership Reporting Compliance." This portion of the Definitive Proxy Statement is incorporated herein by reference.
(4)Information concerning corporate governance and our code of ethics appears in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, under "Financial Code of Ethics for Senior Officers." This portion of the Definitive Proxy Statement is incorporated herein by reference.
Item 11.Executive Compensation
The information required by Item 11 hereby is incorporated by reference to such information as set forth in the Company'sour Definitive Proxy Statement for the 20192021 Annual Meeting of Stockholders.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 hereby is incorporated by reference to such information as set forth in the Company'sour Definitive Proxy Statement for the 20192021 Annual Meeting of Stockholders.
Item 13.Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 hereby is incorporated by reference to such information as set forth in the Company'sour Definitive Proxy Statement for the 20192021 Annual Meeting of Stockholders.
Item 14.Principal Accounting Fees and Services
Information concerning principal accounting fees and services and the audit committee's preapproval policies and procedures appear in the Company'sour Definitive Proxy Statement for the 20192021 Annual Meeting of Stockholders under the heading "Fees Paid to Ernst & Young LLP" and is incorporated herein by reference.

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PART IV
Item 15.Exhibits, Financial Statement Schedules
(a)    Index to Financial Statements, Financial Statement Schedules and Exhibits
(1)    Financial Statements: Reference is made to the index set forth on page 59 of this Annual Report on Form 10‑K.
(2)    Financial Statement Schedules: No schedules have been included herein because the information required to be submitted has been included in the Consolidated Financial Statements or the Notes thereto, or the required information is inapplicable.
(3)    Index of Exhibits: See Index of Exhibits, below, for a list of those exhibits filed herewith, which index also includes and identifies management contracts or compensatory plans or arrangements required to be filed as exhibits to this Annual Report on Form 10‑K by Item 601 of Regulation S‑K.
(b)    Index of Exhibits
(a)Exhibit No.Index to Financial Statements, Financial Statement Schedules and Exhibits
(1)
Financial Statements: Reference is made to the index set forth on page 60 of this Annual Report on Form 10‑K.
(2)
Financial Statement Schedules: No schedules have been included herein because the information required to be submitted has been included in the Consolidated Financial Statements or the Notes thereto, or the required information is inapplicable.
(3)
Index of Exhibits: See Index of Exhibits, below, for a list of those exhibits filed herewith, which index also includes and identifies management contracts or compensatory plans or arrangements required to be filed as exhibits to this Annual Report on Form 10‑K by Item 601 of Regulation S‑K.
(b)Index of Exhibits
Description
Exhibit No.Description


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101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
104.1*Cover Page Interactive Data File (embedded within the Inline XBRL document)
---------
*Filed herewith.
**Furnished herewith.
+Management contracts or compensatory plans or arrangements.


Item 16. Form 10-K Summary
None.
-57-


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on February 19, 2019.22, 2021.
OIL STATES INTERNATIONAL, INC.
By/s/ Cindy B. Taylor
Cindy B. Taylor
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on February 19, 2019.
22, 2021.
SignatureTitle
*Chairman of the Board
Robert L. Potter
/s/ Cindy B. TaylorDirector, President & Chief Executive Officer
Cindy B. Taylor(Principal Executive Officer)
/s/ Lloyd A. HajdikExecutive Vice President, Chief Financial Officer
Lloyd A. Hajdikand Treasurer
(Principal Financial Officer)
/s/ Brian E. TaylorVice President, Controller and Chief Accounting Officer
Brian E. Taylor(Principal Accounting Officer)
*Director
Lawrence R. Dickerson
*Director
Darrell E. Hollek
*Director
S. James Nelson, Jr.
*Director
Christopher T. Seaver
*Director
William T. Van Kleef
*Director
StephenHallie A. WellsVanderhider
*Director
Edwin J.E. Joseph Wright
*By:            /s/ Lloyd A. Hajdik
Lloyd A. Hajdik, pursuant to a power of
attorney filed as Exhibit 24.1 to this
Annual Report on Form 10-K

-58-



OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS

-59-




REPORT OFINDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Oil States International, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Oil States International, Inc. and subsidiaries (the Company) as of December 31, 20182020 and 2017,2019, the related consolidated statements of operations, comprehensive loss, stockholders’stockholders' equity and cash flows for each of the three years in the period ended December 31, 2018,2020, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20182020 and 2017,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018,2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sCompany's internal control over financial reporting as of December 31, 2018,2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 19, 201922, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
-60-


Goodwill Impairment - Offshore/Manufactured Products
Description of the Matter
As discussed in Note 2 to the consolidated financial statements, goodwill is assessed for impairment annually and when an event occurs or circumstances change to suggest that the carrying amount may not be recoverable. Given the significance of the March 2020 events described in Note 6, the Company performed a quantitative assessment of goodwill for impairment at March 31, 2020. Based on this quantitative assessment, the Company recognized non-cash goodwill impairment charges of $406.1 million, which included a partial goodwill impairment charge of $86.5 million in its Offshore/Manufactured Products reporting unit. As reflected in the Company's consolidated financial statements at December 31, 2020, the Company's remaining goodwill was $76.5 million in the Offshore/Manufactured Products reporting unit.
Auditing management's interim goodwill impairment assessment for the Company's Offshore/Manufactured Products reporting unit was subjective and required the involvement of specialists due to the significant measurement uncertainty in determining the fair value of the reporting unit. In particular, the fair value estimate attributable to the income approach was sensitive to changes in significant assumptions, such as the discount rate and the revenue growth rate, both of which are affected by market forecasts of commodity prices and the level of capital expenditures in the oil and gas industry.

How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment assessment process. For example, we tested controls over the Company's forecasting process as well as controls over management's review of the significant assumptions in estimating the fair value of the reporting unit and the related evaluation of management's specialist.
To test the estimated fair value of the reporting unit, our audit procedures included, among others, assessing the valuation methodology and testing the significant assumptions discussed herein. For example, we compared the revenue growth rate in the prospective financial data used by management to external forecasted spending trends in industry, analysts' forecasted commodity prices and historical performance. We performed sensitivity analyses of certain significant assumptions to evaluate the change in the fair value resulting from changes in the significant assumptions. We also involved our valuation specialists to assist in the evaluation of the fair value methodology and the discount rate assumption in the fair value estimate. We further tested the completeness and accuracy of the underlying data used in the fair value estimate.

/s/ Ernst & Young LLP


We have served as the Company‘s auditor since 2000.


Houston, Texas
February 19, 2019

22, 2021

-61-


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Oil States International, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Oil States International, Inc. and subsidiaries’subsidiaries' internal control over financial reporting as of December 31, 2018,2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Oil States International, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2020, based on the COSO criteria.
As indicated in the accompanying Management's annual report on internal control over financial reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of GEODynamics, which is included in the 2018 consolidated financial statements of the Company and constituted 7% and 6% of total and net assets (excluding goodwill and intangibles acquired), respectively, as of December 31, 2018 and 20% of revenues and $26.7 million of operating income for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of GEODynamics.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20182020 and 2017,2019, the related consolidated statements of operations, comprehensive loss, stockholders’stockholders' equity and cash flows for each of the three years in the period ended December 31, 20182020 and the related notes, and our report dated February 19, 201922, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’sCompany's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’sManagement's annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’sCompany's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’scompany's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’scompany's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’scompany's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP


Houston, Texas
February 19, 2019

22, 2021

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OFOPERATIONS
(In Thousands, Except Per Share Amounts)
Year Ended December 31,Year Ended December 31,
2018 2017 2016202020192018
Revenues:     Revenues:
Products$501,822
 $303,802
 $416,174
Products$331,272 $483,359 $501,822 
Service586,311
 366,825
 278,270
Service306,803 533,995 586,311 
1,088,133
 670,627
 694,444
638,075 1,017,354 1,088,133 
     
Costs and expenses:     Costs and expenses:
Product costs366,453
 219,466
 288,270
Product costs287,615 369,194 366,453 
Service costs468,060
 301,289
 238,500
Service costs274,190 433,395 468,060 
Cost of revenues (exclusive of depreciation and amortization expense presented below)834,513
 520,755
 526,770
Cost of revenues (exclusive of depreciation and amortization expense presented below)561,805 802,589 834,513 
Selling, general and administrative expenses138,070
 114,816
 124,033
Selling, general and administrative expenses94,102 122,932 138,070 
Depreciation and amortization expense123,530
 107,667
 118,720
Depreciation and amortization expense98,543 123,319 123,530 
Other operating (income) expense, net(2,104) 1,261
 (5,796)
Impairments of goodwillImpairments of goodwill406,056 165,000 
Impairments of fixed and lease assetsImpairments of fixed and lease assets12,447 33,697 
Other operating income, netOther operating income, net(538)(2,003)(2,104)
1,094,009
 744,499
 763,727
1,172,415 1,245,534 1,094,009 
Operating loss(5,876) (73,872) (69,283)Operating loss(534,340)(228,180)(5,876)
     
Interest expense(19,314) (4,674) (5,343)Interest expense(14,259)(17,898)(19,314)
Interest income319
 359
 399
Interest income390 262 319 
Other income3,139
 775
 902
Loss from continuing operations before income taxes(21,732) (77,412) (73,325)
Income tax (provision) benefit2,627
 (7,438) 26,939
Net loss from continuing operations(19,105) (84,850) (46,386)
Net loss from discontinued operations, net of tax
 
 (4)
Other income, netOther income, net13,880 5,089 3,139 
Loss before income taxesLoss before income taxes(534,329)(240,727)(21,732)
Income tax benefitIncome tax benefit65,946 8,919 2,627 
Net loss$(19,105) $(84,850) $(46,390)Net loss$(468,383)$(231,808)$(19,105)
     
Basic net loss per share from:     
Continuing operations$(0.33) $(1.69) $(0.92)
Discontinued operations
 
 
Net loss$(0.33) $(1.69) $(0.92)
     
Diluted net loss per share from:     
Continuing operations$(0.33) $(1.69) $(0.92)
Discontinued operations
 
 
Net loss$(0.33) $(1.69) $(0.92)
Net loss per share:Net loss per share:
BasicBasic$(7.83)$(3.90)$(0.33)
DilutedDiluted(7.83)(3.90)(0.33)
     
Weighted average number of common shares outstanding:     Weighted average number of common shares outstanding:
Basic58,712
 50,139
 50,174
Basic59,812 59,379 58,712 
Diluted58,712
 50,139
 50,174
Diluted59,812 59,379 58,712 
The accompanying notes are an integral part of these financial statements.

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In Thousands)
Year Ended December 31,Year Ended December 31,
2018 2017 2016202020192018
Net loss$(19,105) $(84,850) $(46,390)Net loss$(468,383)$(231,808)$(19,105)
     
Other comprehensive income (loss):     Other comprehensive income (loss):
Currency translation adjustments, net of tax(13,088) 11,766
 (19,778)Currency translation adjustments, net of tax(3,750)3,462 (13,088)
Other184
 41
 176
Other111 189 184 
Total other comprehensive income (loss)(12,904) 11,807
 (19,602)Total other comprehensive income (loss)(3,639)3,651 (12,904)
Comprehensive loss$(32,009) $(73,043) $(65,992)Comprehensive loss$(472,022)$(228,157)$(32,009)
The accompanying notes are an integral part of these financial statements.

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Amounts)
December 31,December 31,
2018 201720202019
ASSETS   ASSETS
   
Current assets:   Current assets:
Cash and cash equivalents$19,316
 $53,459
Cash and cash equivalents$72,011 $8,493 
Accounts receivable, net283,607
 216,139
Accounts receivable, net163,135 233,487 
Inventories, net209,393
 168,285
Inventories, net170,376 221,342 
Prepaid expenses and other current assets21,715
 18,054
Prepaid expenses and other current assets18,071 20,107 
Total current assets534,031
 455,937
Total current assets423,593 483,429 
   
Property, plant and equipment, net540,427
 498,890
Property, plant and equipment, net383,562 459,724 
Operating lease assets, netOperating lease assets, net33,140 43,616 
Goodwill, net647,018
 268,009
Goodwill, net76,489 482,306 
Other intangible assets, net255,301
 50,265
Other intangible assets, net205,749 230,091 
Other noncurrent assets27,044
 28,410
Other noncurrent assets29,727 28,701 
Total assets$2,003,821
 $1,301,511
Total assets$1,152,260 $1,727,867 
   
LIABILITIES AND STOCKHOLDERS' EQUITY   LIABILITIES AND STOCKHOLDERS' EQUITY
   
Current liabilities:   Current liabilities:
Current portion of long-term debt$25,561
 $411
Current portion of long-term debt$17,778 $25,617 
Accounts payable77,511
 49,089
Accounts payable46,433 78,368 
Accrued liabilities60,730
 45,889
Accrued liabilities44,504 48,840 
Current operating lease liabilitiesCurrent operating lease liabilities7,620 8,311 
Income taxes payable3,072
 1,647
Income taxes payable2,413 4,174 
Deferred revenue14,160
 18,234
Deferred revenue43,384 17,761 
Total current liabilities181,034
 115,270
Total current liabilities162,132 183,071 
   
Long-term debt306,177
 4,870
Long-term debt165,759 222,552 
Long-term operating lease liabilitiesLong-term operating lease liabilities29,166 35,777 
Deferred income taxes53,831
 24,718
Deferred income taxes14,263 38,079 
Other noncurrent liabilities23,011
 23,940
Other noncurrent liabilities23,309 24,421 
Total liabilities564,053
 168,798
Total liabilities394,629 503,900 
   
Stockholders' equity:   Stockholders' equity:
Common stock, $.01 par value, 200,000,000 shares authorized, 71,753,937 shares and 62,721,698 shares issued, respectively718
 627
Common stock, $0.01 par value, 200,000,000 shares authorized, 73,288,976 shares and 72,546,321 shares issued, respectivelyCommon stock, $0.01 par value, 200,000,000 shares authorized, 73,288,976 shares and 72,546,321 shares issued, respectively733 726 
Additional paid-in capital1,097,758
 754,607
Additional paid-in capital1,122,945 1,114,521 
Retained earnings1,029,518
 1,048,623
Retained earnings329,327 797,710 
Accumulated other comprehensive loss(71,397) (58,493)Accumulated other comprehensive loss(71,385)(67,746)
Treasury stock, at cost, 11,784,242 and 11,632,276 shares, respectively(616,829) (612,651)
Treasury stock, at cost, 12,283,817 and 12,045,065 shares, respectivelyTreasury stock, at cost, 12,283,817 and 12,045,065 shares, respectively(623,989)(621,244)
Total stockholders' equity1,439,768
 1,132,713
Total stockholders' equity757,631 1,223,967 
Total liabilities and stockholders' equity$2,003,821
 $1,301,511
Total liabilities and stockholders' equity$1,152,260 $1,727,867 
The accompanying notes are an integral part of these financial statements

statements.

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In Thousands)
Common
Stock
Additional Paid‑In CapitalRetained EarningsAccumulated Other
Comprehensive Loss
Treasury
Stock
Total Stockholders' Equity
Common
Stock
 Additional Paid‑In Capital Retained Earnings 
Accumulated Other
Comprehensive Loss
 
Treasury
Stock
 Total Stockholders' Equity
Balance, December 31, 2015$617
 $712,980
 $1,179,863
 $(50,698) $(587,090) $1,255,672
Net loss
 
 (46,390) 
 
 (46,390)
Currency translation adjustment (excluding intercompany advances)
 
 
 (23,802) 
 (23,802)
Currency translation adjustment on intercompany advances
 
 
 4,024
 
 4,024
Other comprehensive income
 
 
 176
 
 176
Stock-based compensation expense:           
Restricted stock6
 18,899
 
 
 
 18,905
Stock options
 2,245
 
 
 
 2,245
Exercise/vesting of stock-based awards, including tax impact
 (2,609) 
 
 
 (2,609)
Surrender of stock to settle taxes on restricted stock awards 
 
 
 
 (3,980) (3,980)
OIS common stock withdrawn from deferred compensation plan
 47
 
 
 19
 66
Balance, December 31, 2016623
 731,562
 1,133,473
 (70,300) (591,051) 1,204,307
Net loss
 
 (84,850) 
 
 (84,850)
Currency translation adjustment (excluding intercompany advances)
 
 
 11,316
 
 11,316
Currency translation adjustment on intercompany advances
 
 
 450
 
 450
Other comprehensive income
 
 
 41
 
 41
Stock-based compensation expense:           
Restricted stock4
 21,801
 
 
 
 21,805
Stock options
 1,244
 
 
 
 1,244
Stock repurchases
 
 
 
 (16,283) (16,283)
Surrender of stock to settle taxes on restricted stock awards
 
 
 
 (5,317) (5,317)
Balance, December 31, 2017627
 754,607
 1,048,623
 (58,493) (612,651) 1,132,713
Balance, December 31, 2017$627 $754,607 $1,048,623 $(58,493)$(612,651)$1,132,713 
Net loss
 
 (19,105) 
 
 (19,105)Net loss— — (19,105)— — (19,105)
Currency translation adjustment (excluding intercompany advances)
 
 
 (10,984) 
 (10,984)Currency translation adjustment (excluding intercompany advances)— — — (10,984)— (10,984)
Currency translation adjustment on intercompany advances
 
 
 (2,104) 
 (2,104)Currency translation adjustment on intercompany advances— — — (2,104)— (2,104)
Other comprehensive income
 
 
 184
 
 184
Other comprehensive income— — — 184 — 184 
Stock-based compensation expense:           Stock-based compensation expense:
Restricted stock4
 22,153
 
 
 
 22,157
Restricted stock22,153 — — — 22,157 
Stock options
 492
 
 
 
 492
Stock options— 492 — — — 492 
Issuance of common stock in connection with GEODynamics Acquisition87
 294,823
 
 
 
 294,910
Issuance of common stock in connection with GEODynamics Acquisition87 294,823 — — — 294,910 
Issuance of 1.50% convertible senior notes, net of income taxes of $7,744
 25,683
 
 
 
 25,683
Issuance of 1.50% convertible senior notes, net of income taxes of $7,744— 25,683 — — — 25,683 
Surrender of stock to settle taxes on restricted stock awards
 
 
 
 (4,178) (4,178)Surrender of stock to settle taxes on restricted stock awards— — — — (4,178)(4,178)
Balance, December 31, 2018$718
 $1,097,758
 $1,029,518
 $(71,397) $(616,829) $1,439,768
Balance, December 31, 2018718 1,097,758 1,029,518 (71,397)(616,829)1,439,768 
Net lossNet loss— — (231,808)— — (231,808)
Currency translation adjustment (excluding intercompany advances)Currency translation adjustment (excluding intercompany advances)— — — 3,925 — 3,925 
Currency translation adjustment on intercompany advancesCurrency translation adjustment on intercompany advances— — — (463)— (463)
Other comprehensive incomeOther comprehensive income— — — 189 — 189 
Stock-based compensation expense:Stock-based compensation expense:
Restricted stockRestricted stock16,707 — — — 16,715 
Stock optionsStock options— 53 — — — 53 
Stock repurchasesStock repurchases— — — — (757)(757)
Surrender of stock to settle taxes on restricted stock awardsSurrender of stock to settle taxes on restricted stock awards— — — — (3,698)(3,698)
Common stock withdrawn from deferred compensation planCommon stock withdrawn from deferred compensation plan— — — 40 43 
Balance, December 31, 2019Balance, December 31, 2019726 1,114,521 797,710 (67,746)(621,244)1,223,967 
Net lossNet loss— — (468,383)— — (468,383)
Currency translation adjustment (excluding intercompany advances)Currency translation adjustment (excluding intercompany advances)— — — 2,065 — 2,065 
Currency translation adjustment on intercompany advancesCurrency translation adjustment on intercompany advances— — — (5,815)— (5,815)
Other comprehensive incomeOther comprehensive income— — — 111 — 111 
Stock-based compensation expense:Stock-based compensation expense:
Restricted stockRestricted stock8,424 — — — 8,431 
Surrender of stock to settle taxes on restricted stock awardsSurrender of stock to settle taxes on restricted stock awards— — — — (2,745)(2,745)
Balance, December 31, 2020Balance, December 31, 2020$733 $1,122,945 $329,327 $(71,385)$(623,989)$757,631 
The accompanying notes are an integral part of these financial statements.

-66-



OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Year Ended December 31,Year Ended December 31,
2018 2017 2016202020192018
Cash flows from operating activities:     Cash flows from operating activities:
Net loss$(19,105) $(84,850) $(46,390)Net loss$(468,383)$(231,808)$(19,105)
Adjustments to reconcile net loss to net cash provided by operating activities:     Adjustments to reconcile net loss to net cash provided by operating activities:
Loss from discontinued operations
 
 4
Depreciation and amortization expense123,530
 107,667
 118,720
Depreciation and amortization expense98,543 123,319 123,530 
Impairments of goodwillImpairments of goodwill406,056 165,000 
Impairments of inventoriesImpairments of inventories31,151 
Impairments of fixed and lease assetsImpairments of fixed and lease assets12,447 33,697 
Stock-based compensation expense22,649
 23,049
 21,322
Stock-based compensation expense8,431 16,768 22,649 
Deferred income tax expense (benefit)(3,489) 16,342
 (37,606)
Amortization of debt discount and deferred financing costs7,408
 1,158
 785
Amortization of debt discount and deferred financing costs7,736 7,884 7,408 
Gain on disposals of assets(6,288) (700) (802)
Deferred income tax benefitDeferred income tax benefit(24,404)(15,469)(3,489)
Gains on extinguishment of 1.50% convertible senior notesGains on extinguishment of 1.50% convertible senior notes(10,721)
Gains on disposals of assetsGains on disposals of assets(2,444)(4,291)(6,288)
Other, net1,411
 288
 2,923
Other, net4,668 3,079 1,411 
Changes in operating assets and liabilities, net of effect from acquired businesses:     Changes in operating assets and liabilities, net of effect from acquired businesses:
Accounts receivable(16,792) 21,128
 85,503
Accounts receivable63,876 50,257 (16,792)
Inventories(7,283) 11,339
 32,158
Inventories17,578 (10,774)(7,283)
Accounts payable and accrued liabilities5,796
 14,048
 (27,716)Accounts payable and accrued liabilities(37,315)(6,173)5,796 
Income taxes payable802
 (4,126) (1,930)
Deferred revenueDeferred revenue25,549 3,470 (4,808)
Other operating assets and liabilities, net(5,469) (9,961) 2,286
Other operating assets and liabilities, net(13)2,473 141 
Net cash flows provided by operating activities103,170
 95,382
 149,257
Net cash flows provided by operating activities132,755 137,432 103,170 
     
Cash flows from investing activities:     Cash flows from investing activities:
Capital expenditures(88,024) (35,171) (29,689)Capital expenditures(12,749)(56,116)(88,024)
Proceeds from disposition of property, plant and equipmentProceeds from disposition of property, plant and equipment9,601 6,046 3,659 
Acquisitions of businesses, net of cash acquired(379,676) (12,859) 
Acquisitions of businesses, net of cash acquired(379,676)
Proceeds from disposition of property, plant and equipment3,659
 2,134
 1,532
Proceeds from flood insurance claims3,850
 
 
Proceeds from flood insurance claims3,850 
Other, net(1,184) (1,719) (1,135)Other, net(581)(1,912)(1,184)
Net cash flows used in investing activities(461,375) (47,615) (29,292)Net cash flows used in investing activities(3,729)(51,982)(461,375)
     
Cash flows from financing activities:     Cash flows from financing activities:
Issuance of 1.50% convertible senior notes200,000
 
 
Revolving credit facility borrowings835,467
 206,015
 211,878
Revolving credit facility borrowings72,173 246,828 835,467 
Revolving credit facility repayments(699,322) (248,199) (292,552)Revolving credit facility repayments(105,104)(331,041)(699,322)
Other debt and capital lease repayments, net(537) (517) (534)
Issuance of 1.50% convertible senior notesIssuance of 1.50% convertible senior notes200,000 
Purchases of 1.50% convertible senior notesPurchases of 1.50% convertible senior notes(20,078)(6,724)
Other debt and finance lease repayments, netOther debt and finance lease repayments, net(8,222)(500)(537)
Payment of financing costs(7,372) (759) (72)Payment of financing costs(1,041)(16)(7,372)
Purchase of treasury stock
 (16,283) 
Shares added to treasury stock as a result of net share settlements
due to vesting of restricted stock
(4,178) (5,317) (3,962)Shares added to treasury stock as a result of net share settlements
due to vesting of restricted stock
(2,745)(3,698)(4,178)
Issuance of common stock from stock-based payment arrangements
 
 367
Net cash flows provided by (used in) financing activities324,058
 (65,060) (84,875)
Purchases of treasury stockPurchases of treasury stock(757)
Net cash flows (used in) provided by financing activitiesNet cash flows (used in) provided by financing activities(65,017)(95,908)324,058 
     
Effect of exchange rate changes on cash and cash equivalents4
 1,952
 (2,263)Effect of exchange rate changes on cash and cash equivalents(491)(365)
Net change in cash and cash equivalents(34,143) (15,341) 32,827
Net change in cash and cash equivalents63,518 (10,823)(34,143)
Cash and cash equivalents, beginning of year53,459
 68,800
 35,973
Cash and cash equivalents, beginning of year8,493 19,316 53,459 
Cash and cash equivalents, end of year$19,316
 $53,459
 $68,800
Cash and cash equivalents, end of year$72,011 $8,493 $19,316 
     
Cash paid for:     
Cash paid (received) for:Cash paid (received) for:
Interest$9,864
 $4,206
 $3,942
Interest$6,402 $9,626 $9,864 
Income taxes, net of refunds2,993
 (174) 2,330
Income taxes, netIncome taxes, net(36,766)(1,303)2,993 
The accompanying notes are an integral part of these financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



 
1.Organization and Basis of Presentation
The Consolidated Financial Statements include the accounts of Oil States International, Inc. (“("Oil States”States" or the “Company”"Company") and its consolidated subsidiaries. Investments in unconsolidated affiliates, in which the Company is able to exercise significant influence, are accounted for using the equity method. All significant intercompany accounts and transactions between the Company and its consolidated subsidiaries have been eliminated in the accompanying consolidated financial statements. Certain prior-year amounts in the Company's consolidated financial statements have been reclassified to conform to the current year presentation.
The Company, through its subsidiaries, is a leading provider of specialty products and services to oil and gas and industrial companies throughout the world. We operateThe Company operates in a substantial number of the world's active crude oil and natural gas producingresource intensive regions, including: onshore and offshore United States, Canada, West Africa, the North Sea, the Middle East, South America and Southeast and Central Asia.
The Company currently operates through three3 business segments – Well Site Services, Downhole Technologies and Offshore/Manufactured Products. On January 12, 2018, the Company acquired GEODynamics, Inc., (“GEODynamics”("GEODynamics" and the “GEODynamics Acquisition”"GEODynamics Acquisition"). These acquired operations are reported as the Downhole Technologies segment. On February 28, 2018, the Company acquired Falcon Flowback Services, LLC (“Falcon”("Falcon"), which was integrated into the Completion Services business unit. There have been no other changes in reporting structure.
2. Summary of Significant Accounting Policies
Use of Estimates
As further discussed in Note 14, "Commitments and Contingencies," the impact of the Coronavirus Disease 2019 ("COVID-19") pandemic and the related economic, business and market disruptions continues to evolve and its future effects remain uncertain. The actual impact of these developments on the Company will depend on numerous factors, many of which are beyond management's control and knowledge. It is therefore difficult for management to assess or predict with precision the broad future effect of this health crisis on the global economy, the energy industry or the Company. During 2020, the Company recorded asset impairments, severance and restructuring charges in response to these recent developments, as further discussed in Note 3, "Asset Impairments and Other Charges." As additional information becomes available, events or circumstances change and strategic operational decisions are made by management, further adjustments may be required which could have a material adverse impact on the Company's consolidated financial position, results of operations and cash flows.
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of a few such estimates include goodwill and long-lived asset impairment,impairments, revenue and income recognized over time, valuation allowances recorded on deferred tax assets, the fair value of assets and liabilities acquired andincluding identification of associated goodwill and intangible assets, reserves on inventory, allowances for doubtful accounts, warranty obligationssettlement of litigation and potential future adjustments related to contractual indemnification and other agreements. Actual results could materially differ from those estimates.
Cash and Cash Equivalents
All highly liquid investments purchased with an original maturity of three months or less are considered to beclassified as cash equivalents.
Fair Value of Financial Instruments
Financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments and foreign currency forward contracts.instruments. The Company believes that the carrying values of these instruments, other than itsthe 1.50% convertible senior notes due February 2023 (the "Notes") described in Note 7, "Long-term Debt," on the accompanying consolidated balance sheets, approximateapproximates their fair values. The estimated fair value of the Notes as of December 31, 20182020 was $166$120.6 million, based on quoted market prices (a Level 12 fair value measurement), which compares to $200$157.4 million in principal amount of the Notes.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Inventories
Inventories consist of consumable oilfield products, manufactured equipment, spare parts for manufactured equipment, and work-in-process. Inventories also include raw materials, labor, subcontractor charges, manufacturing overhead and other supplies and are carried at the lower of cost or market, or estimated fair market value at acquisition date if acquired in a business combination.net realizable value. The cost of inventories is determined on an average cost or specific-identification method. A reserve for excess and/or obsolete inventory is maintained based on the age, turnover, or condition, expected near-term utility and market pricing of the inventory.goods.
Property, Plant, and Equipment
Property, plant, and equipment are statedrecorded at cost, or at estimated fair market value at acquisition date if acquired in a business combination, and depreciation is computed, for assets owned or recorded under capitala finance lease, using the straight-line method after allowing for salvage value where applicable, over the estimated useful lives of the assets. The Company uses the component
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


depreciation methodassets, after allowing for its Drilling Services assets.estimated salvage value where applicable. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset.
Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the statements of operations.
Goodwill and Intangible Assets
Goodwill represents the excess after impairments, if applicable, of the purchase price paid for acquired businesses over the allocated fair value of the related net assets after impairments, if applicable. Goodwill is evaluatedassets. In accordance with current accounting guidance, the Company does not amortize goodwill, but rather assesses goodwill for impairment annually on December 1 and when an event occurs or circumstances change to suggest that indicate the carrying amountamounts may not be recoverable. Reporting units with goodwill as of December 31, 2018 include Completion Services, Downhole Technologies and Offshore/Manufactured Products. In the evaluation of goodwill, each reporting unit with goodwill on its balance sheet is assessed separately and differentusing relevant events and circumstances are evaluated for each unit.circumstances. Management estimates the fair value of each reporting unit and compares that fair value to its recorded carrying value. Management utilizes, depending on circumstances, a combination of trading multiples analyses, discounted projected cash flow calculations with estimated terminal valuesvaluation methodologies including a market approach and acquisitionan income approach, as well as guideline public company comparables. Projected cash flows are discounted using a long-term weighted average cost of capital for each reporting unit based on estimates of investment returns that would be required by a market participant. As part of the process of assessing goodwill for potential impairment, the total market capitalization of the Company is compared to the sum of the fair values of all reporting units to assess the reasonableness of aggregated fair values. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded. In the past three years, goodwill impairment tests indicated that the fair value of each reporting unit is greater than its carrying amount.
For other amortized intangible assets, the useful life of the intangible asset is reviewed and evaluated each reporting period for events and circumstances that may warrant a revision of the remaining useful life. Based on the Company’s review, the carrying values of its other intangible assets are recoverable, and no impairment losses have been recorded for the periods presented.
SeeAs further discussed in Note 6, "Goodwill and Other Intangible Assets.Assets," the Company recognized non-cash goodwill impairment charges of $406.1 million in the first quarter of 2020 and $165.0 million in the fourth quarter of 2019. These impairment charges did not impact the Company's liquidity position, debt covenants or cash flows.
Impairment of Long-Lived Assets
The Company amortizes the cost of long-lived assets, including finite-lived intangible assets, over their estimated useful life. The recoverability of the carrying values of long-lived assets is assessed at the asset group level including finite-lived intangible assets, is assessed whenever, in management's judgment, events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable based on estimated undiscounted future cash flows. If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized. The impairment loss, if any, equalsequal to the excess of the carrying value over the fair value of the asset group.group is recognized. The fair value of the asset group is based on appraised values, prices of similar assets (if available), or discounted cash flows.
As further discussed in Note 4, "Details of Selected Balance Sheet Accounts," and Note 8, "Operating Leases," the Company recognized non-cash asset impairment charges totaling $12.4 million and $33.7 million in 2020 and 2019, respectively, to reduce the carrying value of certain equipment and facilities (owned and leased) to their estimated realizable value.
Based on the Company's review, the carrying values of its asset groupsother long-lived assets are recoverable, and no impairment losses have beenwere recorded forduring the periods presented.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Leases
The Company leases a portion of its facilities, office space, equipment and vehicles under contracts which provide it with the right to control identified assets. The Company recognizes the right to use identified assets under operating leases (with an initial term of greater than 12 months) as operating lease assets and the related obligations to make payments under the lease arrangements as operating lease liabilities. Finance lease obligations, which are not material, are classified within long-term debt while related assets are included within property, plant and equipment. Lease assets and liabilities are recorded at the commencement date based on the present value of lease payments over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. Most of the Company's leases do not provide an implicit interest rate. Therefore, the Company's incremental borrowing rate, based on available information at the lease commencement date, is used to determine the present value of lease payments.
Most of the Company's operating leases include 1 or more options to renew, with renewal terms that can extend the lease term from one to 20 years. The exercise of lease renewal options is at the Company's sole discretion. The depreciable lives of lease-related assets and leasehold improvements are limited by the expected lease term. Certain operating lease agreements include rental payments adjusted periodically for inflation. The Company's operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. While the Company rents or subleases certain real estate to third parties, such amounts are not material. Cash outflows related to operating leases are presented within cash flows from operations.
Research and Development Costs
Costs incurred internally in researching and developing products are charged to expense until technological feasibility has been established for the product. Research and development expenses totaled $6.1 million, $7.0 million and $6.6 million in 2020, 2019 and 2018, respectively, and are reported within cost of revenues in the accompanying consolidated statements of operations.
ForeignCurrency and Other Comprehensive Loss
Gains and losses resulting from balance sheet translation of international operations where the local currency is the functional currency are included as a component of accumulated other comprehensive loss within stockholders' equity and represent substantially all of the accumulated other comprehensive loss balance. Remeasurements of intercompany advances denominated in a currency other than the functional currency of the entity that are of a long-term investment nature are recognized as a separate component of other comprehensive loss within stockholders’stockholders' equity. Gains and losses resulting from balance sheet remeasurements of assets and liabilities denominated in a different currency than the functional currency, other than intercompany advances that are of a long-term investment nature, are included in the consolidated statements of operations within "other operating (income) expense,income, net" as incurred.incurred and were not material during the periods presented.
Currency Exchange Rate Risk
A portion of revenues, earnings and net investments in operations outside the United States are exposed to changes in currency exchange rates. The Company seeks to manage its currency exchange risk in part through operational means, including managing expected local currency revenues in relation to local currency costs and local currency assets in relation to local currency liabilities.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


In order to reduce exposure to fluctuations in currency exchange rates, the Company may enter into currency exchange agreements with financial institutions. As of December 31, 2018,2020 and 2019, the Company had no0 outstanding foreign currency forward purchase contracts. As of December 31, 2017, the Company had outstanding foreign currency forward purchase contracts with notional amounts of $2.4 million related to expected cash flows denominated in Euros which were not designated as accounting hedges. Currency exchange losses were $0.1 million in 2018, and $0.5 million in 2017, with exchange gains totaling $4.7 million in 2016. These were included in “other operating (income) expense, net.”
Revenue and Cost Recognition
The Company accounts for revenue in accordance with Financial and Accounting Standards Board ("FASB") guidance on revenue from contracts with customers (“ASC 606”), which the Company adopted as of January 1, 2018. While the new guidance did not have a material impact on the Company’s recognition of revenues, the Company has expanded revenue recognition disclosures to address the new qualitative and quantitative disclosure requirements. Contractual terms may vary by contract and customer, which may impact the timing of revenue recognition under the standard in future periods.
The Company's revenue contracts may include one or more promises to transfer a distinct good or service to the customer, which is referred to under ASC 606 as a "performance obligation," and to which revenue is allocated. The Company recognizes revenue and the related cost when, or as, the performance obligations are satisfied. The majority of significant contracts for custom engineered products have a single performance obligation as no individual good or service is separately identifiable from other performance obligations in the contracts. For contracts with multiple distinct performance obligations, the Company allocates revenue to the identified performance obligations in the contract. The Company’sCompany's product sales terms do not include significant post-performance obligations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
The Company’sCompany's performance obligations may be satisfied at a point in time or over time as work progresses. Revenues from products and services transferred to customers at a point in time accounted for approximately 29%38%, 22%34% and 25%29% of consolidated revenues for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, respectively. The majority of the Company's revenue recognized at a point in time is derived from short-term contracts for standard products. Revenue on these contracts is recognized when control over the product has transferred to the customer. Indicators the Company considers in determining when transfer of control to the customer occurs include: right to payment for the product, transfer of legal title to the customer, transfer of physical possession of the product, transfer of risk and customer acceptance of the product.
Revenues from products and services transferred to customers over time accounted for approximately 71%62%, 78%66% and 75%71% of consolidated revenues for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, respectively. The majority of the Company’sCompany's revenue recognized over time is for services provided under short-term contracts, with revenue recognized as the customer receives and consumes the services. In addition, the Company manufactures certain products to individual customer specifications under short-term contracts for which control passes to the customer as the performance obligations are fulfilled and for which under the new standard, revenue is recognized over time.
For significant project-related contracts involving custom engineered products within the Offshore/Manufactured Products segment (also referred to as "projected-driven"project-driven products"), revenues are typically recognized over time using an input measure such as the percentage of costs incurred to date relative to total estimated costs at completion for each contract (cost-to-cost method). Contract costs include labor, material and overhead. Management believes this method is the most appropriate measure of progress on large contracts. Billings on such contracts in excess of costs incurred and estimated profits are classified as a contract liability (deferred revenue). Costs incurred and estimated profits in excess of billings on these contracts are recognized as a contract asset (a component of accounts receivable).
Contract estimates for project-related contracts involving custom engineered products are based on various assumptions to project the outcome of future events that may span several years. Changes in assumptions that may affect future project costs and margins include production efficiencies, the complexity of the work to be performed and the availability and costs of labor, materials and subcomponents.
As a significant change in one or more of these estimates could affect the profitability of the Company’sCompany's contracts, contract-related estimates are reviewed regularly. The Company recognizes adjustments in estimated profitcosts and profits on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss will be incurred on the contract, the full loss is recognized in the period it is identified.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


Product costs and service costs include all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs. As disclosed in the consolidated statements of operations, product costs and service costs exclude depreciation and amortization expense and impairment of fixed assets, which are separately presented. Selling, general and administrative costs are charged to expense as incurred.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of products.
Proceeds from customers for the cost of oilfield rental equipment that is damaged or lost downhole are reflected as gains or losses on the disposition of assets after considering the write-off of the remaining net book value of the equipment.
Product costs and service costs include all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs. As disclosed on our consolidated statements of operations, product costs and service costs exclude depreciation and amortization expense, which is separately presented. Selling, general and administrative costs are charged to expense as incurred.
The Company has applied the practical expedient in ASC 606 and does not disclose information about remaining performance obligations (or "backlog") that have original expected durations of one year or less. As of December 31, 2018,2020, the Company had $41.6$161.9 million of remaining backlog related to contracts with an original expected duration of greater than one year. Approximately 53% of this remaining backlog is expected to be recognized as revenue in 20192021 and the balance thereafter.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded based upon the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect at the time the underlying assets or liabilities are recovered or settled.
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
As further discussed in Note 8,9, "Income Taxes," on December 22, 2017, legislation commonly known as the Tax Cuts and Jobs Act ("Tax Reform Legislation") was signed into law which enactsenacted significant changes to U.S. tax and related laws, including certain key U.S. federal income tax provisions applicable to oilfield service and manufacturing companies such as the Company. U.S. state or other regulatory bodies have not finalized potential changes to existing laws and regulations which may result from the new U.S. tax and related laws. In accordance with the Securities and Exchange Commission’sCommission's Staff Accounting Bulletin No. 118, the Company recorded provisional estimates to reflect the effect of the Tax Reform Legislation on the Company’sCompany's income tax assets and liabilities as of December 31, 2017. During 2018, the Company adjusted these provisional estimates based upon additional guidance issued by the Internal Revenue Service.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES") Act was signed into law, which allowed the carryback of U.S. federal net operating losses. Prior to December 22, 2017, the majorityenactment of the Company's earnings from international subsidiaries were considered toCARES Act, such tax losses could only be indefinitely reinvested outside of the United States and no provision for U.S. income taxes was made for these earnings. However, certain historical foreign earnings were not considered to be indefinitely reinvested outside of the United States and were subject to U.S income tax as earned. If any of the Company's subsidiaries distributed earnings in the form of dividends or otherwise, the Company generally was subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries.carried forward.
As of December 31, 2018,2020, the Company’sCompany's total investment in foreign subsidiaries is considered to be indefinitely reinvested outside of the United States. The Company accounts for the U.S. tax effect of global intangible low-taxed income earned by foreign subsidiaries in the period that such income is earned.
The Company records a valuation allowance in the reporting period when management believes that it is more likely than not that any deferred tax asset will not be realized. This assessment requires analysis of changes in tax laws as well as available positive and negative evidence, including consideration of losses in recent years, reversals of temporary differences, forecasts of future income and assessment of future business and tax planning strategies. During 2018, 20172020, 2019 and 2016,2018, the Company recorded valuation allowances primarily with respect to foreign and U.S. state net operating loss carryforwards of certain operations outside the United States. As a result of the changes in U.S. tax laws in 2017 discussed above, the Company also recorded a valuation allowance on its foreign tax credit carryforwards during the fourth quarter of 2017.("NOL") carryforwards.
The calculation of tax liabilities involves assessing uncertainties regarding the application of complex tax regulations. The Company recognizes liabilities for tax expenses based on estimates of whether, and the extent to which, additional taxes will be due. If management ultimately determines that payment of these amounts is unnecessary, the liability is reversed and a tax benefit is recognized during the period in which management determines that the liability is no longer necessary. An additional charge is recorded as a provision for taxes in the period in which management determines that the recorded tax liability is less than the expected ultimate assessment.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


Receivables and Concentration of Credit Risk
Based on the nature of its customer base, the Company does not believe that it has any significant concentrations of credit risk other than its concentration in the worldwide oil and gas industry. Note 14,15, "Segments and Related Information," provides further information with respect to the Company's geographic revenues and significant customers. The Company evaluates the credit-worthiness of its significant new and existing customers' financial condition and, generally, the Company does not require significant collateral from its customers.
Allowances for Doubtful Accounts
The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company's customers to make required payments. Determination of the collectability of amounts due from customers requires management to make judgments regarding future events and trends. Allowances for doubtful accounts are established through an assessment of the Company's portfolio on an individual customer and consolidated basis taking into account current and expected future market conditions and trends. This process consists of a thorough review of historical collection experience, current aging status of customer accounts, and financial condition of the Company's customers as well as political and economic factors in countries of operations and other customer-specific factors. Based on a review of these factors, the Company establishes or adjusts allowances for trade and unbilled receivables as well as contract assets. If the financial condition of the Company's customers were to deteriorate further, adversely affecting their ability to make payments, additional allowances may be required. If a tradecustomer receivable is deemed to be uncollectible, the receivable is charged-off against allowance for doubtful accounts. The Company considers the following factors when determining if collection of revenue is reasonably assured: customer credit-worthiness, past transaction history with the customer, customer solvency and changes in customer payment terms. If the Company has no previous experience with the customer, the Company typically obtains reports from various credit organizations to ensure that the customer has a history of paying its creditors. The Company may also request financial information, including financial statements or other documents to ensure that the customer has the means of making payment. If these factors do not indicate collection is reasonably assured, the Company may require a prepayment or other arrangement to support revenue recognition and recording of a trade receivable. If the financial condition of the Company's customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required.
Earnings per Share
DilutedBasic earnings per share (“EPS”("EPS") amounts includeon the face of the accompanying consolidated statements of operations is computed by dividing the net income or loss applicable to the Company's common stockholders by the weighted average shares of outstanding common stock. The calculation of diluted EPS is similar to basic EPS, except that the denominator includes dilutive common stock equivalents and the income or loss in the numerator excludes the impact, if any, of dilutive common stock equivalents.
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Diluted EPS includes the effect, if dilutive, of the Company's outstanding stock options, restricted stock and convertible securities under the treasury stock method. Currently issued and outstanding shares of restricted stock remain subject to vesting requirements. The Company is required to compute EPS amounts under the two class method in periods with earnings. Holders of shares of unvested restricted stock are entitled to the same liquidation and dividend rights as holders of outstanding common stock and are thus considered participating securities. Under applicable accounting guidance, undistributed earnings, if any, for each period are allocated based on the participation rights of both the common stockholders and holders of any participating securities as if earnings for the respective periods had been distributed. Because both the liquidation and dividend rights are identical, undistributed earnings are allocated on a proportionate basis. The Company is required to compute earnings per share amounts under the two class method in periods with earnings.
The presentation of basic EPS amounts on the face of the accompanying consolidated statements of operations is computed by dividing the net income or loss applicable to the Company’s common stockholders by the weighted average shares of outstanding common stock. The calculation of diluted EPS is similar to basic EPS, except that the denominator includes dilutive common stock equivalents and the income or loss included in the numerator excludes the impact, if any, of dilutive common stock equivalents.
Stock-Based Compensation
The fair value of share-based payments is estimated using the quoted market price of the Company’sCompany's common stock and pricing models as of the date of grant as further discussed in Note 11,12, "Long-Term Incentive and Deferred Compensation Plans." The resulting cost, net of estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period. In addition to service-based awards, the Company issues performance-based awards, which are conditional based upon Company performance and may vest in an amount that will depend on the Company’sCompany's achievement of specified performance objectives.
Guarantees
Some product sales in the Offshore/Manufactured Products segment are sold with an assurance warranty, generally ranging from 12 to 18 months. Parts and labor are covered under the terms of the warranty agreement. Warranty provisions are estimated based upon historical experience by product, configuration and geographic region.
During the ordinary course of business, the Company also provides standby letters of credit or other guarantee instruments to certain parties as required for certain transactions initiated by either the Company or its subsidiaries. As of December 31, 2018,2020, the maximum potential amount of future payments that the Company could be required to make under these guarantee agreements (letters of credit) was $22.6$29.2 million. The Company has not recorded any liability in connection with these guarantee arrangements. The Company does not believe, based on historical experience and information currently available, that it is likely that any material amounts will be required to be paid under these guarantee arrangements.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


Accounting for Contingencies
The Company has contingent liabilities and future claims for which estimates of the amount of the eventual cost to liquidate such liabilities are accrued. These liabilities and claims sometimes involve threatened or actual litigation where damages have been quantified and an assessment of exposure has been made and recorded in an amount estimated to cover the expected loss. Other claims or liabilities have been estimated based on their fair value or management's experience in such matters and, when appropriate, the advice of outside counsel or other outside experts. Upon the ultimate resolution of these uncertainties, future reported financial results will be impacted by the difference between the accruals and actual amounts paid in settlement. Examples of areas with important estimates of future liabilities include duties, income taxes, litigation, insurance claims, warranty claims, contractual claims and obligations and discontinued operations.
Discontinued Operations
Net loss from discontinued operations includes immaterial amounts in 2016 related to the Company’s former accommodations business which was spun-off into a stand-alone, publicly-traded corporation in 2014.
3.Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB,Financial Accounting Standards Board (the "FASB"), which are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’sCompany's consolidated financial statements upon adoption.
In May 2014,August 2020, the FASB issued updated guidance to simplify the accounting for convertible instruments and contracts in an entity's own equity. This new guidance eliminated the requirement that the carrying value of convertible debt instruments, such as the Company's Notes, be allocated between the debt and equity components. As permitted under the standard, the Company adopted the new guidance on January 1, 2021, using the modified retrospective transition method. Adoption of the standard resulted in a $12.2 million increase in the net carrying value of the Notes, a $3.7 million decrease in deferred income taxes and an $8.5 million net decrease in stockholders' equity. The effective interest rate associated with the Notes after adoption decreased from approximately 6% to approximately 2%, which compares to the contractual interest rate of 1.50%.
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
In June 2016, the FASB issued guidance on revenue from contracts with customerscredit impairment for short-term receivables which, as amended, introduced the recognition of management's current estimate of credit losses that superseded most then-current revenue recognition guidance, including industry-specific guidance (often referredare expected to as "ASC 606"). The underlying principle is that an entity recognizes revenue to depictoccur over the transferremaining life of goods or services to customers at an amount that the entity expects to be entitled to receive in exchange for those goods or services.a financial asset. The Company adopted this guidance on January 1, 2018,2020, using the modified retrospective transition method applied to those contracts which were not completed as of that date. On January 1, 2018, the Company was required to recognize any cumulative effect of adopting this guidance as an adjustment to the opening balance of retained earnings. Prior periods were not retrospectively adjusted. Based on analysis of existing contracts with customers, the Company concluded that the cumulative impact of the new standard was not material to its consolidated financial statements through January 1, 2018.
In February 2016, the FASB issued guidance on leases which, as amended, introduces the recognition of lease assets and lease liabilities by lessees for all leases that are not short-term in nature. In connection with the required adoption of this guidance on January 1, 2019, the Company elected the optional transition method of recognizing any cumulative effect of adopting this guidance as an adjustment to the opening balance of retained earnings. The cumulative impact of the adoption of the new standard was not material to the Company's consolidated financial statements. Prior periods were not retrospectively adjusted. Based
3. Asset Impairments and Other Charges
In March of 2020, the spot price of West Texas Intermediate ("WTI") crude oil declined over 50% in response to current and expected material reductions in global demand stemming from the global response to the COVID-19 pandemic, coupled with announcements by Saudi Arabia and Russia of plans to increase crude oil production. Following this unprecedented collapse in crude oil prices, the spot price of Brent and WTI crude oil closed at $15 and $21 per barrel, respectively, on analysisMarch 31, 2020. Crude oil prices further declined in April of existing long-term leases as2020 to record low levels, and while the spot price of December 31,Brent and WTI crude oil increased to an average of $44 and $43 per barrel, respectively, in the fourth quarter of 2020, these average prices continue to remain below historical price levels.
Demand for most of the Company's products and services depends substantially on the level of capital expenditures invested in the oil and natural gas industry, which reached 15-year lows in 2020. The decline in crude oil prices, coupled with higher crude oil inventory levels in 2020, caused rapid reductions in most of the Company's customers' drilling, completion and production activities and their related spending on products and services, particularly those supporting activities in the U.S. shale play regions. These conditions have and may continue to result in a material adverse impact on certain customers' liquidity and financial position, leading to further spending reductions, delays in the collection of amounts owed and, in certain instances, non-payments of amounts owed.
Consistent with most oilfield service industry peers, the Company's stock price declined dramatically during the first quarter of 2020, with its market capitalization falling substantially below the carrying value of stockholders' equity.
Following these March 2020 events, the Company immediately implemented significant cost reduction initiatives. The Company also assessed the carrying value of goodwill, long-lived and other assets based on the industry outlook regarding overall demand for and pricing of its products and services, other market considerations and the financial condition of the Company's customers. As a result of these events, actions and assessments during 2020, the Company recorded the following charges (in thousands):
Completion ServicesDrilling ServicesDownhole TechnologiesOffshore/
Manufactured Products
CorporatePre-tax TotalTaxAfter-tax Total
Impairments of:
Goodwill (Note 6)
$127,054 $$192,502 $86,500 $$406,056 $19,600 $386,456 
Fixed assets (Note 4)
3,647 5,198 1,623 10,468 2,198 8,270 
Operating lease assets (Note 8)
1,979 1,979 416 1,563 
Inventories (Note 4)
8,981 5,921 16,249 31,151 5,979 25,172 
Severance and restructuring charges4,094 217 2,018 1,355 1,385 9,069 1,904 7,165 
During 2019, the Company recorded the following charges (in thousands):
Completion ServicesDrilling ServicesDownhole TechnologiesOffshore/
Manufactured Products
CorporatePre-tax TotalTaxAfter-tax Total
Impairments of:
Goodwill (Note 6)
$$$165,000 $$$165,000 $$165,000 
Fixed assets (Note 4)
33,697 33,697 7,076 26,621 
Severance and restructuring charges1,847 1,655 3,502 735 2,767 
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
During 2018, the Company estimatesrecorded the adoption of the standard will result in approximately $45 million of additional assets and liabilities being reflected in its consolidated balance sheet, with no material cumulative impact expected to be recorded to the opening balance of retained earnings.following charges (in thousands):
Completion ServicesDrilling ServicesDownhole TechnologiesOffshore/
Manufactured Products
CorporatePre-tax TotalTaxAfter-tax Total
Patent defense costs$$$8,365 $$$8,365 $1,757 $6,608 
Transaction-related costs (Note 5)
327 3,274 3,601 756 2,845 
Fair Labor Standards Act claim settlements3,034 3,034 637 2,397 
Severance and restructuring charges151 1,478 1,629 342 1,287 
4. Details of Selected Balance Sheet Accounts
Additional information regarding selected balance sheet accounts as of December 31, 20182020 and 20172019 is presented below (in thousands). See Note 5, "Business Acquisitions"
20202019
Accounts receivable, net:
Trade$109,294 $178,813 
Unbilled revenue23,173 28,341 
Contract assets35,870 26,034 
Other3,102 9,044 
Total accounts receivable171,439 242,232 
Allowance for doubtful accounts(8,304)(8,745)
$163,135 $233,487 
20202019
Deferred revenue (contract liabilities)$43,384 $17,761 
As of December 31, 2020, accounts receivable, net in the United States and the United Kingdom represented 63% and 21%, respectively, of the total. No other country or single customer accounted for more than 10% of the Company's total accounts receivable as of December 31, 2020. A summary of activity in the allowance for doubtful accounts for the contributory impact of the GEODynamicsyears ended December 31, 2020, 2019 and Falcon acquisitions.
 2018 2017
Accounts receivable, net:   
Trade$227,052
 $153,912
Unbilled revenue35,674
 21,638
Contract assets21,201
 41,195
Other6,381
 6,710
Total accounts receivable290,308
 223,455
Allowance for doubtful accounts(6,701) (7,316)
 $283,607
 $216,139
 2018 2017
Deferred revenue (contract liabilities)$14,160
 $18,234
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


2018 is provided in Note 17, "Valuation Allowances."
For the majority of contracts with customers, the Company receives payments based upon established contractual terms as products are delivered and services are performed. The Company’sCompany's larger project-drivenproject-related contracts within the Offshore/Manufactured Products segment often provide for customer payments as milestones are achieved.
Contract assets relate to the Company's right to consideration for work completed but not billed as of December 31, 20182020 and 20172019 on certain project-drivenproject-related contracts within the Offshore/Manufactured Products segment. Contract assets are transferred to unbilled or trade receivables when the right to consideration becomes unconditional. Contract liabilities primarily relate to advance consideration received from customers (i.e. milestone payments) for contracts for project-driven products as well as others which require significant advance investment in materials. Consistent with industry practice, the Company classifies assets and liabilities related to long-term contracts as current, even though some of these amounts may not be realized within one year. All contracts are reported on the consolidated balance sheets in a net asset (contract asset) or liability (deferred revenue) position on a contract-by-contract basis at the end of each reporting period. In the normal course of business, the Company also receives advance consideration from customers on many other short-term, smaller product and service contracts which is deferred and recognized as revenue once the related performance obligation is satisfied.
For the year ended December 31, 2018,2020, the $20.0$9.8 million net decreaseincrease in contract assets was primarily attributable to $17.7$32.4 million in revenue recognized during the year, which was partially offset by $22.8 million transferred to accounts receivable. Deferred revenue (contract liabilities) increased by $25.6 million in 2020, reflecting $41.6 million in new customer billings which were not recognized as revenue during the year, partially offset by the recognition of $16.0 million of revenue that was deferred at the beginning of the period.
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
For the year ended December 31, 2019, the $4.8 million net increase in contract assets was primarily attributable to $25.0 million in revenue recognized during the year, which was more than offset by $38.0$20.0 million transferred to accounts receivable. Deferred revenue decreased(contract liabilities) increased by $4.1$3.6 million in 2018,2019, reflecting the recognition of $11.1 million of revenue that was deferred at the beginning of the period partially offset by $7.4$12.2 million in new customer billings which were not recognized as revenue during the year.year, partially offset by the recognition of $8.5 million of revenue that was deferred at the beginning of the period.
20202019
Inventories, net:
Finished goods and purchased products$88,634 $107,691 
Work in process27,063 21,963 
Raw materials95,410 110,719 
Total inventories211,107 240,373 
Allowance for excess or obsolete inventory(1)
(40,731)(19,031)
$170,376 $221,342 
 2018 2017
Inventories, net:   
Finished goods and purchased products$96,195
 $82,990
Work in process20,552
 30,689
Raw materials111,197
 70,255
Total inventories227,944
 183,934
Allowance for excess or obsolete inventory(18,551) (15,649)
 $209,393
 $168,285
____________________
(1)During 2020, the Company recorded impairment charges totaling $31.2 million to reduce the carrying value of inventories to their estimated net realizable value based on changes in expectations regarding the near-term utility, customer demand and market pricing of certain goods.
 2018 2017
Prepaid expenses and other current assets:   
Income taxes receivable$9,529
 $5,927
Prepayments to vendors2,153
 2,962
Prepaid insurance3,849
 5,007
Other6,184
 4,158
 $21,715
 $18,054
Estimated
Useful Life (in years)
20202019
Property, plant and equipment, net:
Land$34,968 $37,507 
Buildings and leasehold improvements140267,072 273,384 
Machinery and equipment228239,986 246,826 
Completion Services equipment210507,755 510,737 
Office furniture and equipment11035,767 45,309 
Vehicles31081,607 97,264 
Construction in progress7,207 13,281 
Total property, plant and equipment1,174,362 1,224,308 
Accumulated depreciation(790,800)(764,584)
$383,562 $459,724 
For the years ended December 31, 2020, 2019 and 2018, depreciation expense was $74.0 million, $96.5 million and $97.2 million, respectively.
 
Estimated
Useful Life (in years)
 2018 2017
Property, plant and equipment, net:    
Land $37,545
 $35,808
Buildings and leasehold improvements2  40 259,834
 235,330
Machinery and equipment1  28 483,629
 458,458
Completion Services equipment2  10 492,183
 431,714
Office furniture and equipment3  10 43,654
 43,664
Vehicles2  10 122,982
 118,198
Construction in progress 29,451
 34,557
Total property, plant and equipment 1,469,278
 1,357,729
Accumulated depreciation (928,851) (858,839)
  $540,427
 $498,890
During 2019, the Company made the strategic decision to reduce the scope of its Drilling Services business unit (adjusting from 34 rigs to 9 rigs) due to the ongoing weakness in customer demand for vertical drilling rigs in the U.S. land market, particularly the Permian Basin. As a result of this decision, the carrying value of 25 rigs, which were decommissioned or sold, was reduced to their estimated realizable value, resulting in the recognition of a $25.5 million non-cash impairment charge. The Company also performed a fair value assessment on the remaining drilling rigs and recognized an additional non-cash impairment charge of $8.2 million (a Level 3 fair value measurement). These non-cash 2019 fixed asset impairment charges totaled $33.7 million.
During 2020, the Drilling Services reporting unit recognized a non-cash impairment charge of $5.2 million to further reduce the carrying value of the business' fixed assets to their estimated realizable value. Additionally, during 2020, the Completion Services reporting unit recognized non-cash impairment charges of $3.6 million to reduce the carrying value of certain facilities to their estimated realizable value and the Downhole Technologies reporting unit recognized a non-cash impairment charge of $1.6 million to reduce the carrying value of the business' fixed assets to their estimated realizable value.
During 2018, the Company and its insurance carriers reached a final settlement on flood insurance claims resulting from Hurricane Harvey in 2017. In connection with this settlement, the Company's Offshore/Manufactured Products segment recognized a gain of $3.8 million following the remediation and repair of buildings and equipment and, to a lesser extent, the disposal of
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


equipment damaged beyond repair.equipment. This gain is reported as other operating income in the accompanying consolidated statement of operations for the year ended December 31, 2018.
Depreciation expense was $97.2 million, $99.0 million and $110.5 million for the years ended December 31, 2018, 2017 and 2016, respectively.
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
2018 201720202019
Other noncurrent assets:   Other noncurrent assets:
Deferred compensation plan$20,468
 $20,988
Deferred compensation plan$22,801 $22,268 
Deferred income taxes761
 519
Deferred income taxes1,280 685 
Other5,815
 6,903
Other5,646 5,748 
$27,044
 $28,410
$29,727 $28,701 
20202019
Accrued liabilities:
Accrued compensation$18,463 $27,428 
Insurance liabilities7,694 9,108 
Accrued taxes, other than income taxes7,307 3,424 
Accrued interest2,202 2,387 
Accrued commissions1,416 1,481 
Other7,422 5,012 
$44,504 $48,840 
 2018 2017
Accrued liabilities:   
Accrued compensation$29,867
 $25,794
Insurance liabilities9,177
 6,831
Accrued taxes, other than income taxes4,530
 3,591
Accrued commissions1,484
 1,335
Accrued claims2,983
 1,320
Other12,689
 7,018
 $60,730
 $45,889
5. Business Acquisitions
GEODynamics Acquisition
On January 12, 2018, the Company acquired GEODynamics for a purchase price consisting of (i) $295.4 million in cash (net of cash acquired), which was funded through borrowings under the Company's Revolving Credit Facility (as defined in Note 7, "Long-term Debt"Debt,"), (ii) approximately 8.66 million shares of the Company's common stock (having a market value of approximately $295$294.9 million as of the closing date of the acquisition)GEODynamics Acquisition) and (iii) an unsecured $25 million promissory note that bears interest at 2.5% per annum and is scheduled to mature on July 12, 2019.annum. Under the terms of agreements with the purchase agreement,seller in the GEODynamics Acquisition (the "Seller"), the Company may bebelieves it is entitled to indemnification in respect of certain matters occurring prior to acquisitionthe GEODynamics Acquisition and payments due under the promissory note may beare subject to set-off, in part or in full, regardingin respect of such indemnified matters. As a result of certain indemnity claims pending against the Seller, the Company has reduced the carrying amount of such note in the consolidated balance sheet to $17.1 million as of December 31, 2020, which is its current best estimate of what is owed after set-off for indemnification matters. See Note 13,14, "Commitments and Contingencies."
GEODynamics’GEODynamics' results of operations (reported as the Downhole Technologies segment) have been included in the Company’sCompany's consolidated financial statements subsequent to the closing of the acquisitionGEODynamics Acquisition on January 12, 2018. The acquired GEODynamics operations, reported as the Downhole Technologies segment, contributed revenues of $213.8 million and operating income of $26.7 million for the period from January 12, 2018 through December 31, 2018. See Note 14, "Segments and Related Information" for further information with respect to the Downhole Technologies segment operations.
In connection with the GEODynamics Acquisition, the Company entered into a registration rights agreement covering the stock issued. The Company filed a shelf registration statement for the resale of shares in accordance with the agreement on January 19, 2018 and the selling stockholder sold approximately 5.93 million shares of the Company's common stock through an underwritten offering in late February 2018. As of December 31, 2018, the Company does not expect to have any further material obligations under the registration rights agreement.
Falcon Acquisition
On February 28, 2018, the Company acquired Falcon, a full servicefull-service provider of flowback and well testing services for the separation and recovery of fluids, solid debris and proppant used during hydraulic fracturing operations. Falcon provides additional scale and diversity to our Completion Services well testing operations in key shale plays in the United States. The purchase price was $84.2 million (net of cash acquired). The Falcon acquisition was funded by borrowings under the Company's Amended Revolving Credit Facility (as defined in Note 7, "Long-term Debt"). Under the terms of the purchase agreement, the Company may beis entitled to indemnification forin respect of certain matters occurring prior to the acquisition. Falcon’sFalcon's results of operations have been
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


included in the Company’sCompany's consolidated financial statements and hashave been reported within the Completion Services business subsequent to the closing of the acquisition on February 28, 2018.
The GEODynamics and Falcon acquisitions have been accounted for using the acquisition method of accounting. The following table summarizes the Company's estimates of the fair value of assets acquired and liabilities assumed in the acquisitions, as of their respective dates of acquisitions (in thousands):
 GEODynamics Falcon 
Accounts receivable, net$36,193
 $21,029
 
Inventories35,701
 242
 
Property, plant and equipment25,769
 26,979
 
Intangible assets    
Customer relationships105,000
 18,254
 
Patents/Technology/Know-how48,000
 
 
Tradenames40,000
 4,771
 
Noncompete agreements13,000
 1,226
 
Other assets1,627
 491
 
Accounts payable and accrued liabilities(21,550) (10,532) 
Deferred income taxes(24,035)(a)
 
Other liabilities(1,867) (167) 
Total identifiable net assets257,838
 62,293
 
Goodwill357,502
(b)21,953
(c)
Total net assets$615,340
 $84,246
 
Consideration consists of:    
Cash, net of cash acquired$295,430
 $84,246
 
Oil States common stock294,910
 
 
Promissory note25,000
 
 
Total consideration$615,340
 $84,246
 
Intangible asset weighted-average useful lives (years):    
Customer relationships17 13 
Patents/Technology/Know-how13 n.a. 
Tradenames20 10 
Noncompete agreements3 2 
____________________
a.In connection with the acquisition accounting for GEODynamics, the Company provided deferred taxes related to, among other items, fair value adjustments for acquired property, plant and equipment, intangible assets and U.S. tax net operating loss carryforwards.
b.Goodwill recognized is primarily attributable to expected synergies that will result from combining the operations of the Company and GEODynamics, as well as intangible assets which do not qualify for separate recognition. The amount of goodwill that is deductible for income tax purposes is not significant.
c.Goodwill recognized is primarily attributable to expected synergies that will result from combining the operations of the Company and Falcon, as well as intangible assets which do not qualify for separate recognition. All goodwill is deductible for income tax purposes.
During the yearsyear ended December 31, 2018, and 2017, the Company expensed $3.6 million and $0.9 million, respectively, in transaction-related costs incurred in connection with the acquisitions of GEODynamics and Falcon, which are included within selling, general and administrative expense and within other operating (income) expense.income, net.
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


Supplemental Unaudited Pro Forma Financial Information
The following supplemental unaudited pro forma results of operations data for the Company gives pro forma effect to the consummation of the GEODynamics and Falcon acquisitions as if they had occurred on January 1, 2017. The supplemental unaudited pro forma financial information for the Company was prepared based on historical financial information, adjusted to give pro forma effect to fair value adjustments on depreciation and amortization expense, interest expense, and related tax effects, among others. The pro forma results for the year ended December 31, 2018 and 2017 reflect adjustments to exclude the after-tax impact of transaction costs of $2.8 million and $0.6 million, respectively. The supplemental pro forma financial information is unaudited and may not reflect what the results of the combined operations would have been were the acquisitions to have occurred on January 1, 2017. As such, it is presented for informational purposes only (in thousands, except per share amounts).
 Unaudited Pro Forma Information
 Year Ended December 31,
 2018 2017
Revenue$1,114,757
 $924,100
Net loss$(16,605) $(81,143)
Diluted net loss per share$(0.28) $(1.38)
Diluted weighted average common shares outstanding58,973
 58,800
This supplemental unaudited pro forma results of operations data reflects adjustments required for business combinations and is based upon, among other things, estimates of the fair value of assets acquired and liabilities assumed and certain assumptions that the Company believes are reasonable.
Other Acquisitions
During 2017, the Company invested a total of $12.9 million in cash in connection with the acquisitions discussed below.
In January 2017, the Company's Offshore/Manufactured Products segment acquired the intellectual property and assets of complementary product lines to its global crane manufacturing and service operations. The acquisition included adding active heave compensation technology and knuckle-boom crane designs to its existing portfolio.
In April 2017, the Company's Offshore/Manufactured Products segment acquired assets and intellectual property that are complementary to its riser testing, inspection and repair service offerings. This complementary technology allows the segment to provide automated inspection techniques either on board an offshore vessel or on the quayside, without the requirements to transport to a facility to remove the buoyancy materials.
6. Goodwill and Other Intangible Assets
The Company testsGoodwill
Changes in the carrying amount of goodwill for impairment at the "reporting unit" level using a fair value approach. A reporting unit is the operating segment, or a business one level below that operating segment (the "component" level) if discrete financial information is prepared and regularly reviewed by management at the component level. The Company had three reporting units – Completion Services, Downhole Technologies and Offshore/Manufactured Products – with goodwill as ofyears ended December 31, 2018. Goodwill2020 and 2019 are as follows (in thousands):
Well Site ServicesDownhole TechnologiesOffshore / Manufactured
Products
Total
Completion
Services
Drilling
Services
Subtotal
Balance as of December 31, 2018   
Goodwill$221,582 $22,767 $244,349 $357,502 $162,462 $764,313 
Accumulated impairment losses(94,528)(22,767)(117,295)(117,295)
127,054 127,054 357,502 162,462 647,018 
Goodwill impairment (December 2019)(165,000)(165,000)
Foreign currency translation288 288 
Balance as of December 31, 2019$127,054 $$127,054 $192,502 $162,750 $482,306 
Balance as of December 31, 2019
Goodwill$221,582 $22,767 $244,349 $357,502 $162,750 $764,601 
Accumulated impairment losses(94,528)(22,767)(117,295)(165,000)(282,295)
127,054 127,054 192,502 162,750 482,306 
Goodwill impairments (March 2020)(127,054)(127,054)(192,502)(86,500)(406,056)
Foreign currency translation239 239 
Balance as of December 31, 2020$$$$$76,489 $76,489 
Balance as of December 31, 2020
Goodwill$221,582 $22,767 $244,349 $357,502 $162,989 $764,840 
Accumulated impairment losses(221,582)(22,767)(244,349)(357,502)(86,500)(688,351)
$$$$$76,489 $76,489 
As further discussed in Note 2, "Significant Accounting Policies," goodwill is allocated to each reporting unit based on acquisitions made by the Company and its subsidiaries. is assessed for impairment annually and when an event occurs or circumstances change that indicate the carrying amounts may not be recoverable.
December 2019 Impairment
The Company recognizes an impairment loss for any amount by whichhad 3 reporting units – Completion Services, Downhole Technologies and Offshore/Manufactured Products – whose goodwill balances totaled approximately $647 million as of September 30, 2019.
During the fourth quarter of 2019, U.S. land-based completion activity declined significantly from levels experienced over the previous three quarters. Additionally, a number of other market indicators declined to levels not experienced in recent years. Consistent with most other oilfield service industry peers, the Company's stock price declined and its market capitalization was below the carrying amountvalue of stockholders' equity. Given these market conditions, the Company reduced its near-term demand outlook for its short-cycle products and services in the U.S. shale play regions. This refined outlook was incorporated in the December 1, 2019 annual impairment assessment.
Management utilizes, depending on circumstances, a combination of valuation methodologies including a market approach and an income approach, as well as guideline public company comparables. The valuation techniques used in the December 1, 2019 assessment were consistent with those used during previous testing, except for the Downhole Technologies reporting unit's goodwill exceeds that reporting unit'sunit where the income approach was used to estimate its fair value – with the market approach used only to validate the results in 2019. The fair value of goodwill. Assessment of potential goodwill impairment at eachthe Company's reporting unit uses comparative market multiples, discounted cash flow calculations and acquisition comparables to establish the reporting unit's fair valueunits were determined using significant unobservable inputs (a Level 3 fair value measurement).
The Company amortizes the cost of other intangibles over their estimated useful lives unless such lives are deemed indefinite. Amortizable intangible assets are reviewed for impairment if there are indicators of impairment based on undiscounted cash flows and, if impaired, are written down to fair value based on either appraised values or discounted cash flows.
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As of December 31, 2018 and 2017, no provision for impairment of goodwill or other intangible assets was required.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


ChangesThe income approach estimates the fair value of each reporting unit by discounting the Company's current forecast of future cash flows by its estimate of the discount rate (or expected return) that a market participant would require. The market approach includes the use of comparative multiples to corroborate the discounted cash flow results. The market approach involves judgment in the carryingselection of the appropriate peer group companies and valuation multiples.
Significant assumptions used in the income approach include, among others, the estimated future net annual cash flows and discount rates for each reporting unit. Management selected estimates used in the discounted cash flow projections using historical data as well as then-current and anticipated market conditions and estimated growth rates. These estimates were based upon assumptions that considered published industry trends and market forecasts of commodity prices, rig count, well count and offshore/onshore drilling and completion spending, and were believed to be reasonable at the time.
Based on this quantitative assessment, the Company concluded that the goodwill amount recorded in its Downhole Technologies reporting unit was partially impaired and recognized a non-cash goodwill impairment charge of $165.0 million in the fourth quarter of 2019.
The discount rates used to value the Company's reporting units as of December 1, 2019 ranged between 12.5% and 13.0%. Holding all other assumptions and inputs used in each of the respective discounted cash flow analysis constant, a 50 basis point increase in the discount rate assumption would have increased the goodwill impairment charge by approximately $28 million.
March 2020 Impairments
Given the significance of the March 2020 events described in Note 3, "Asset Impairments and Other Charges," the Company performed a quantitative assessment of goodwill for further impairment as of March 31, 2020. This interim assessment indicated that the years endedfair value of each of the reporting units was less than their respective carrying amounts due to, among other factors, the significant decline in the Company's stock price and that of its peers and reduced growth rate expectations given weak energy market conditions resulting from the demand destruction caused by the global response to the COVID-19 pandemic. In addition, the estimated returns required by market participants increased materially in the Company's March 31, 2020 assessment from the assessment performed as of December 1, 2019, resulting in higher discount rates used in the discounted cash flow analysis.
The valuation techniques used in the March 31, 20182020 assessment were consistent with those used during the December 1, 2019 assessment, except for the Completion Services reporting unit where the income approach was used to estimate its fair value – with the market approach used only to validate the results in 2020. The fair value of the Company's reporting units were determined using significant unobservable inputs (a Level 3 fair value measurement).
Significant assumptions and 2017 areestimates used in the income approach include, among others, estimated future net annual cash flows and discount rates for each reporting unit, current and anticipated market conditions, estimated growth rates and historical data. These estimates relied upon significant management judgment, particularly given the uncertainties regarding the COVID-19 pandemic and its impact on activity levels and commodity prices as follows (in thousands):well as future global economic growth.
Based on this quantitative assessment as of March 31, 2020, the Company concluded that goodwill recorded in the Completion Services and Downhole Technologies businesses was fully impaired while goodwill recorded in the Offshore/Manufactured Products business was partially impaired. The Company therefore recognized non-cash goodwill impairment charges totaling $406.1 million in the first quarter of 2020, as presented in further detail in the table above.
The discount rates used to value the Company's reporting units as of March 31, 2020 ranged between 16.8% and 18.5%. Holding all other assumptions and inputs used in the discounted cash flow analysis constant, a 50 basis point increase in the discount rate assumption for the Offshore/Manufactured Products reporting unit would have increased the goodwill impairment charge by approximately $10 million.
December 2020 Assessment
As of December 1, 2020, the Company had only 1 reporting unit – Offshore/Manufactured Products – with a goodwill balance of $76 million. The Company performed its annual quantitative assessment of goodwill for impairment, which indicated that the fair value of the Offshore/Manufactured Products reporting unit was greater than its carrying amount and no additional provision for impairment was required. The fair value of the Offshore/Manufactured Products reporting unit was determined using significant unobservable inputs (a Level 3 fair value measurement).
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
 Well Site Services Downhole Technologies 
Offshore / Manufactured
Products
 Total
 
Completion
Services
 
Drilling
Services
 Subtotal   
Balance as of December 31, 2016           
Goodwill$199,278
 $22,767
 $222,045
 $
 $158,619
 $380,664
Accumulated impairment losses(94,528) (22,767) (117,295) 
 
 (117,295)
 104,750
 
 104,750
 
 158,619
 263,369
Goodwill acquired
 
 
 
 3,724
 3,724
Foreign currency translation353
 
 353
 
 563
 916
Balance as of December 31, 2017$105,103
 $
 $105,103
 $
 $162,906
 $268,009
            
Balance as of December 31, 2017           
Goodwill$199,631
 $22,767
 $222,398
 $
 $162,906
 $385,304
Accumulated impairment losses(94,528) (22,767) (117,295) 
 
 (117,295)
 105,103
 
 105,103
 
 162,906
 268,009
Goodwill acquired21,953
 
 21,953
 357,502
 
 379,455
Foreign currency translation(2) 
 (2) 
 (444) (446)
Balance as of December 31, 2018$127,054
 $
 $127,054
 $357,502
 $162,462
 $647,018
            
Balance as of December 31, 2018           
Goodwill$221,582
 $22,767
 $244,349
 $357,502
 $162,462
 $764,313
Accumulated impairment losses(94,528) (22,767) (117,295) 
 
 (117,295)
 $127,054
 $
 $127,054
 $357,502
 $162,462
 $647,018
The valuation techniques used in the December 1, 2020 assessment were consistent with those used during the March 31, 2020 assessment. The discount rate used to value the Offshore/Manufactured Products reporting unit as of December 1, 2020 was approximately 15%. The estimated returns required by market participants decreased in the Company's December 1, 2020 assessment from the assessment as of March 31, 2020, resulting in lower discount rate used in the discounted cash flow analysis. Holding all other assumptions and inputs used in the discounted cash flow analysis constant, a 100 basis point increase in the discount rate assumption for the Offshore/Manufactured Products reporting unit would not result in a goodwill impairment.
The March 2020 and December 2019 impairment charges did not impact the Company's liquidity position, debt covenants or cash flows.
Other Intangible Assets
The following table presents the total gross carrying amount of intangibles and the totalrelated accumulated amortization for major intangible asset classes as of December 31, 20182020 and 20172019 (in thousands):
As of December 31,
2018 201720202019
Other Intangible Assets
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Gross
Carrying
Amount
 
Accumulated
Amortization
Other Intangible AssetsGross
Carrying
Amount
Accumulated
Amortization
Net Carrying AmountGross
Carrying
Amount
Accumulated
Amortization
Net Carrying Amount
Customer relationships$167,811
 $33,247
 $44,557
 $22,661
Customer relationships$168,288 $55,380 $112,908 $168,278 $44,296 $123,982 
Patents/Technology/Know-how84,903
 23,418
 35,762
 15,844
Patents/Technology/Know-how75,920 26,124 49,796 85,919 30,791 55,128 
Noncompete agreements18,705
 7,544
 4,899
 2,799
Noncompete agreements16,044 14,742 1,302 17,125 11,061 6,064 
Tradenames and other53,708
 5,617
 10,801
 4,450
Tradenames and other53,708 11,965 41,743 53,708 8,791 44,917 
Total other intangible assets$325,127
 $69,826
 $96,019
 $45,754
Total other intangible assets$313,960 $108,211 $205,749 $325,030 $94,939 $230,091 
Amortization expense was $26.3$24.9 million, $8.7$26.8 million and $8.2$26.3 million in the years ended December 31, 2018, 20172020, 2019 and 2016,2018, respectively. The weighted average remaining amortization period for all intangible assets, other than goodwill, was 13.512.4 years as of December 31, 20182020 and 7.812.9 years as of December 31, 2017.2019. Amortization expense is expected to total $26.8 million in 2019, $24.9 million in 2020, $20.4$20.6 million in 2021, $19.6$19.8 million in 2022, $16.8 million in 2023, $16.7 million in 2024 and $16.6 million in 2023.2025.
As of December 31, 2020 and 2019, no provisions for impairment of other intangible assets were required.
7.Long-term Debt
As of December 31, 2020 and 2019, long-term debt consisted of the following (in thousands):
20202019
Revolving credit facility(1)
$18,408 $50,534 
1.50% convertible senior notes due February 2023(2)
143,242 167,594 
Promissory note17,095 25,000 
Other debt and finance lease obligations4,792 5,041 
Total debt183,537 248,169 
Less: Current portion(17,778)(25,617)
Total long-term debt$165,759 $222,552 
____________________
(1)Presented net of $0.6 million and $1.4 million of unamortized debt issuance costs as of December 31, 2020 and 2019, respectively.
(2)The outstanding principal amount of the 1.50% convertible senior notes was $157.4 million and $192.3 million as of December 31, 2020 and 2019, respectively.
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


7.Long-term Debt
As of December 31, 2018 and 2017, long-term debt consisted of the following (in thousands):
 2018 2017
Amended Revolving Credit Facility(1)
$134,096
 $
1.50% convertible senior notes(2)
167,102
 
Promissory note25,000
 
Other debt and capital lease obligations5,540
 5,281
Total debt331,738
 5,281
Less: Current portion(25,561) (411)
Total long-term debt$306,177
 $4,870
____________________
(1)Presented net of $2.0 million of unamortized debt issuance costs as of December 31, 2018. Unamortized debt issuance costs of $1.6 million as of December 31, 2017 are classified in other noncurrent assets.
(2)The principal amount of the 1.50% convertible senior notes is $200 million. See "Issuance of 1.50% Convertible Senior Notes" below.
Scheduled maturities of total debt as of December 31, 2018,2020, are as follows (in thousands):
2021$17,778 
202219,126 
2023143,744 
2024485 
2025512 
Thereafter1,892 
$183,537 
2019$25,561
2020611
2021552
2022134,675
2023167,525
Thereafter2,814
 $331,738
Asset-based RevolvingCredit Facility
PriorOn February 10, 2021, the Company entered into a senior secured credit facility with certain lenders, which provides for a $125.0 million asset-based revolving credit facility (the "Asset-based Revolving Credit Facility") under which credit availability is subject to January 30, 2018,a borrowing base calculation. Concurrent with entering into this facility, the Amended Credit Agreement (further discussed below) was terminated.
The Asset-based Revolving Credit Facility is governed by a credit agreement with Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions from time to time party thereto (the "Asset-based Credit Agreement"). The Asset-based Credit Agreement matures on February 10, 2025 with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $17.5 million (excluding the unsecured promissory note to the Seller).
The Asset-based Credit Agreement provides funding based on a borrowing base calculation that includes eligible U.S. customer accounts receivable and inventory and provides for a $50.0 million sub-limit for the issuance of letters of credit. Borrowings under the Asset-based Credit Agreement are secured by a pledge of substantially all of the Company's domestic assets and the stock of certain foreign subsidiaries.
Borrowings under the Asset-based Credit Agreement bear interest at a rate equal to the London Interbank Offered Rate ("LIBOR") plus a margin of 2.75% to 3.25% and subject to a LIBOR floor rate of 0.50%, or at a base rate plus a margin of 1.75% to 2.25%, in each case based on average borrowing availability. The Company must also quarterly pay a commitment fee of 0.375% to 0.50% per annum, based on unused commitments under the Asset-based Credit Agreement.
The Asset-based Credit Agreement places restrictions on the Company's ability to incur additional indebtedness, grant liens on assets, pay dividends or make distributions on equity interests, dispose of assets, make investments, repay other indebtedness (including the Notes), engage in mergers, and other matters, in each case, subject to certain exceptions. The Asset-based Credit Agreement contains customary default provisions, which, if triggered, could result in acceleration of all amounts then outstanding. The Asset-based Credit Agreement also requires the Company to satisfy and maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 for specified periods of time in the event that availability under the Asset-based Credit Agreement is less than the greater of 15% of the borrowing base and $14.1 million or if an event of default has occurred and is continuing.
RevolvingCredit Facility
Until its termination on February 10, 2021, the Company's former senior secured revolving credit facility, (the "Revolving Credit Facility") was governed by aan amended and restated credit agreement with Wells Fargo Bank, N.A., as administrative agent for the lenders party thereto and collateral agent for the secured parties thereunder, and the lenders and other financial institutions from time to time party thereto, dated as of May 28, 2014,January 30, 2018, as amended and restated (the "Credit Agreement"), thatwhich was scheduled to mature on May 28, 2019. On January 30, 2018, and subsequently on May 14, 2018,2022. The Credit Agreement governed the Company amendedCompany's Revolving Credit Facility. Prior to June 17, 2020, the Revolving Credit Facility and amended and restated the Credit Agreement (the "Amended Revolving Credit Facility" and "Amended Credit Agreement," respectively), to extend the maturity to January 30, 2022 and permit the issuance of convertible senior notes as discussed below. The Amended Credit Agreement governs our Amended Revolving Credit Facility. The Amended Revolving Credit Facility providesprovided for $350.0$350 million in lender commitments with an option to increase the maximum borrowings to $500.0 million subject to additional lender commitments prior to its maturity on January 30, 2022. Under the Amended Revolving Credit Facility,including $50 million is available for the issuance of letters of credit.
On June 17, 2020, the Company entered into an omnibus amendment to the Credit Agreement (as amended, the "Amended Credit Agreement"). Lender commitments under the Amended Credit Agreement were reduced to $200.0 million in exchange for the suspension of the financial covenants described below from July 1, 2020 through March 30, 2021. During the financial covenant suspension period, borrowing availability under the Revolving Credit Facility (as amended, the "Amended Revolving Credit Facility") was limited to 85% of the lesser of (i) $200.0 million or (ii) a borrowing base, calculated monthly, equal to the
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
sum of 70% of the consolidated net book value of eligible receivables and 20% of the consolidated net book value of eligible inventory (the "Borrowing Base").
As of December 31, 2018,2020, the Company had $136.1$19.0 million of borrowings outstanding under the Amended Credit Agreement and $22.6$29.2 million of outstanding letters of credit, leaving $156.2 million available to be drawn.credit. The total amount available to be drawn as of January 1, 2021 was $69.3 million, calculated based on 85% of the Borrowing Base less outstanding borrowings and letters of credit.
Prior to June 17, 2020, amounts outstanding under the Amended Revolving Credit Facility was less than the lender commitments as of December 31, 2018, due to limits imposed by maintenance covenants in the Amended Credit Agreement.
Amounts outstanding under the Amended Revolving Credit Facility bearaccrued interest at LIBOR plus a margin of 1.75% to 3.00%, or at a base rate plus a margin of 0.75% to 2.00%, in each case based on a ratio of the Company's total net funded debt to consolidated EBITDA (as defined in the Amended Credit Agreement). The Company mustwas also required to pay a quarterly commitment fee of 0.25% to 0.50%, based on the Company's ratio of total net funded debt to consolidated EBITDA, on the unused commitments under the Credit Agreement. Effective June 17, 2020, borrowings outstanding under the Amended Revolving Credit Facility accrued interest at LIBOR plus a margin of 2.50% to 3.75%, or at a base rate plus a margin of 1.50% to 2.75%, in each case based on a ratio of the Company's total net funded debt to consolidated EBITDA. The Company also paid a quarterly commitment fee of 0.50%, based on unused commitments under the Amended Credit Agreement. In connection with the amendment and restatement of the Credit Agreement, theThe Company expensed $0.4$0.5 million of previously deferred financing costs in 2018 and $0.3 million of previously deferred financing costs in 2017,2020, which areis included in interest expense.
The Amended Credit Agreement contains customary financial covenants and restrictions. Specifically, the Company must maintain an interest coverage ratio, definedexpense, net, as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.0 to 1.0, a maximum senior secured leverage ratio, defined as the ratio of senior secured debt to consolidated EBITDA, of no greater
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


than 2.25 to 1.0 and a total net leverage ratio, defined as the ratio of total net funded debt to consolidated EBITDA, of no greater than 4.0 to 1.0 through the fiscal quarter ending December 31, 2018 and no greater than 3.75 to 1.0 thereafter. The amended financial covenants give pro forma effect to the issuanceresult of the convertible senior notes discussed below, acquired businesses and the annualization of EBITDA for acquired businesses.
Eachamendment of the factors considered in the calculation of these ratios are defined in the Amended Credit Agreement. Consolidated EBITDA and consolidated interest, as defined, exclude goodwill impairments, losses on extinguishment of debt, debt discount amortization, stock-based compensation expense and other non-cash charges.
Borrowings under the Amended Credit Agreement are secured by a pledge of substantially all of the Company's assets and the assets of its domestic subsidiaries. The Company's obligations under the Amended Credit Agreement are guaranteed by its significant domestic subsidiaries. The Amended Credit Agreement also contains negative covenants that limit the Company's ability to borrow additional funds, encumber assets, pay dividends, sell assets and enter into other significant transactions.
Under the Amended Credit Agreement, the occurrence of specified change of control events involving the Company would constitute an event of default that would permit the banks to, among other things, accelerate the maturity of the facility and cause it to become immediately due and payable in full.
As of December 31, 2018,2020, the Company was in compliance with its debt covenants.covenants under the Amended Credit Agreement.
1.50% Convertible Senior Notes due February 2023
On January 30, 2018, the Company issued $200 million aggregate principal amount of its 1.50% convertible senior notes due 2023the Notes pursuant to an indenture, dated as of January 30, 2018 (the “Indenture”"Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee. Net proceeds from the Notes, after deducting issuance costs, were approximately $194 million, which was used by the Company to repay a portion of the outstanding borrowings outstanding under the Revolving Credit Facility.Facility during the first quarter of 2018.
During 2020, the Company purchased $34.9 million principal amount of the outstanding Notes for $20.1 million in cash. The net carrying amount of the liability component of these Notes totaled $30.8 million. In connection with extinguishment of these Notes, the Company recognized non-cash gains totaling $10.7 million during 2020, which is included within other income, net. During 2019, the Company repurchased $7.8 million principal amount of the outstanding Notes for $6.7 million in cash, which approximated the net carrying amount of the related liability.
The initial carrying amount of the Notes recorded in the Company's consolidated balance sheet as of January 30, 2018 was less than the $200 million in principal amount of the Notes, in accordance with applicablethen-applicable accounting principles, reflective of the estimated fair value of a similar debt instrument that does not have a conversion feature. The Company recorded the value of the conversion feature of $34.4 million as a debt discount, which isto be amortized as interest expense over the term of the Notes, with a similar amount allocated to additional paid-in capital ($25.7 million, net of issuance costs and deferred taxes).capital. As a result of this amortization, the interest expense the Company recognizesrecognized related to the Notes for accounting purposes iswas based on an effective interest rate of approximately 6.0%6%, which is greater than the cash interest payments the Company is obligated to pay on the Notes. Interest expense associated with the Notes for the yearyears ended December 31, 2020, 2019 and 2018 was $9.3 million, $10.2 million and $9.0 million, which includes arespectively, while the related contractual cash interest component ofexpense totaled $2.6 million, $3.0 million and $2.8 million.million, respectively.
The following table presents the carrying amountamounts of the Notes in the Company's consolidated balance sheet as of December 31, 2018sheets (in thousands):
December 31,
20202019
Principal amount of the liability component$157,369 $192,250 
Less: Unamortized discount12,308 21,544 
Less: Unamortized issuance costs1,819 3,112 
Net carrying amount of the liability component$143,242 $167,594 
Net carrying amount of the equity component$25,683 $25,683 
See Note 2, "Summary of Significant Accounting Policies," for discussion of the recent revision to accounting guidance for convertible instruments, which changed the Company's method of accounting for the Notes upon its adoption of the standard effective January 1, 2021.
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 December 31,
2018
Principal amount of the liability component$200,000
Less: Unamortized discount28,825
Less: Unamortized issuance costs4,073
Net carrying amount of the liability$167,102
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
The Notes bear interest at a rate of 1.50% per year until maturity. Interest is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2018.year. In addition, additional interest and special interest may accrue on the Notes under certain circumstances as described in the Indenture. The Notes will mature on February 15, 2023, unless earlier repurchased, redeemed or converted. The initial conversion rate is 22.2748 shares of the Company's common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $44.89 per share of common stock). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the Indenture. The Company’sCompany's intent is to repay the principal amount of the Notes in cash and settle the conversion feature in shares of the Company’sCompany's common stock.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


Noteholders may convert their Notes, at their option only in the following circumstances: (1) if the last reported sale price per share of the Company’sCompany's common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five5 consecutive business days immediately after any five5 consecutive trading day period (such five5 consecutive trading day period, the “measurement period”"measurement period") in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’sCompany's common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’sCompany's common stock, as described in the Indenture; or (4) if the Company calls the Notes for redemption, or at any time from, and including, November 15, 2022 until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at the Company's election, based on the applicable conversion rate(s). If the Company elects to deliver cash or a combination of cash and shares of common stock, then the consideration due upon conversion will be based on a defined observation period.
The Notes will be redeemable, in whole or in part, at the Company's option at any time, and from time to time, on or after February 15, 2021, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of common stock exceeds 130% of the conversion price on each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice.
If specified change in control events involving the Company as defined in the Indenture occur, then noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. Additionally, the Notes containIndenture contains certain events of default, as set forth inincluding certain defaults by the Indenture.Company with respect to other indebtedness of at least $40.0 million. As of December 31, 2018,2020, none of the conditions allowing holders of the Notes to convert, or requiring the Company to repurchase the Notes, had been met.
Because it is the Company's intent to settle the principal portion of the Notes in cash, the Company uses the treasury stock method when calculating the diluted earnings per share effect for the variable number of shares that would be issued upon conversion to settle the conversion feature.
Promissory Note
In connection with the GEODynamics Acquisition, the Company issued a $25.0 million promissory note that bears interest at 2.50% per annum and iswas scheduled to mature on July 12, 2019. PaymentsThe Company believes that payments due under the promissory note may beare subject to set-off, in partfull or in full,part, against certain claims related to matters occurring prior to the Company's acquisitionGEODynamics Acquisition. The Company has provided notice to and asserted indemnification claims against the Seller, and the Seller has filed a breach of GEODynamics, which is expected to delay and/or reduce amounts paidcontract suit against the Company and one of its wholly-owned subsidiaries alleging that payments due under the promissory note are required to be, but have not been, repaid in accordance with the terms of the note. The Company has incurred settlement costs and expenses of $7.9 million related to such indemnification claims, and believes that the maturity date of the note is extended until the resolution of these claims and expects that the amount ultimately paid in respect of such note will be reduced as a result of the indemnification claims. Accordingly, the Company has reduced the carrying amount of such note in the consolidated balance sheet to $17.1 million as of December 31, 2020, which is its current best estimate of what is owed after set-off for indemnification matters. See Note 13,14, "Commitments and Contingencies."
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

8. Operating Leases
Operating Lease Assets
The following table presents the carry value of operating lease assets in the Company's consolidated sheets (in thousands):
20202019
Operating lease assets, net$33,140 $43,616 
Operating lease asset additions are offset by a corresponding increase to operating lease liabilities and do not impact the consolidated statement of cash flows at commencement. The non-cash effect of operating lease additions in 2020 and 2019 totaled $1.9 million and $53.7 million (inclusive of $47.7 million recognized in 2019 upon adoption of the revised lease accounting guidance), respectively.
Operating lease expense was $16.6 million, $17.9 million and $14.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. The following table provides details regarding the components of operating lease expense based on the initial term of underlying agreements for the years ended December 31, 2020 and 2019 (in thousands):
20202019
Operating lease expense components:
Leases with initial term of greater than 12 months$12,564 $11,972 
Leases with initial term of 12 months or less4,024 5,906 
Total operating lease expense$16,588 $17,878 
During 2020, the Downhole Technologies segment made decisions to close certain lease facilities in connection with restructuring activities and recognized a non-cash impairment charge of $2.0 million to reduce the carrying value of the related operating lease assets to their estimated realizable value.
Operating Lease Liabilities
The following table provides the scheduled maturities of operating lease liabilities as of December 31, 2020 (in thousands):
2021$9,293 
20226,534 
20235,204 
20244,562 
20254,461 
Thereafter13,787 
Total lease payments43,841 
Less: Imputed interest(7,055)
Present value of operating lease liabilities36,786 
Less: Current portion(7,620)
Total long-term operating lease liabilities$29,166 
Weighted-average remaining lease term (years)6.8
Weighted-average discount rate5.0 %
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
8.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
9.Income Taxes
Consolidated loss before income taxes for the years ended December 31, 2018, 20172020, 2019 and 20162018 consisted of the following (in thousands):
202020192018
United States$(534,452)$(254,291)$(29,424)
Foreign123 13,564 7,692 
Total$(534,329)$(240,727)$(21,732)
 2018 2017 2016
United States$(29,424) $(77,138) $(113,512)
Foreign7,692
 (274) 40,187
Total$(21,732) $(77,412) $(73,325)
The 2020 and 2019 U.S. losses before income taxes included non-cash goodwill impairment charges of $406.1 million and $165.0 million, respectively, and non-cash fixed asset and lease impairment charges of $12.4 million and $33.7 million, respectively. Regarding the goodwill impairment charges recognized in 2020 and 2019, approximately $313.1 million and $165.0 million, respectively, were not deductible for income tax purposes.
Components of income tax provision (benefit)benefit for the years ended December 31, 2018, 20172020, 2019 and 20162018 consisted of the following (in thousands):
2018 2017 2016202020192018
Current:     Current:
United States$(5,549) $(11,288) $(534)United States$(44,399)$300 $(5,549)
U.S. state1,534
 1,079
 1,053
U.S. state235 292 1,534 
Foreign4,877
 1,305
 10,148
Foreign2,622 5,958 4,877 
862
 (8,904) 10,667
(41,542)6,550 862 
Deferred:     Deferred:
United States(2,592) 15,888
 (34,816)United States(20,913)(13,972)(2,592)
U.S. state(95) (729) (2,807)U.S. state(1,798)(473)(95)
Foreign(802) 1,183
 17
Foreign(1,693)(1,024)(802)
(3,489) 16,342
 (37,606)(24,404)(15,469)(3,489)
Total income tax provision (benefit)$(2,627) $7,438
 $(26,939)
Total income tax benefitTotal income tax benefit$(65,946)$(8,919)$(2,627)
A reconciliation of the U.S. statutory tax benefit rate to the effective tax provision (benefit)benefit rate for the years ended December 31, 2018, 20172020, 2019 and 20162018 is as follows:
202020192018
U.S. statutory tax benefit rate(21.0)%(21.0)%(21.0)%
Impairments of goodwill12.3 14.4 
Effect of CARES Act(3.1)
Effect of Tax Reform Legislation(26.1)
Valuation allowance against tax assets0.3 0.8 14.0 
Non-deductible compensation0.1 0.3 5.7 
Other non-deductible expenses0.1 0.2 12.6 
Effect of foreign income taxed at different rates0.1 0.7 0.5 
State income taxes, net of federal benefits(1.1)(0.4)(0.3)
Other, net1.3 2.5 
Effective tax benefit rate(12.3)%(3.7)%(12.1)%
-85-
 2018 2017 2016
U.S. statutory tax provision (benefit) rate(21.0)% (35.0)% (35.0)%
Effect of Tax Reform Legislation(26.1) 36.4
 
Valuation allowance against tax assets14.0
 4.0
 3.1
Non-deductible compensation5.7
 1.0
 1.1
Other non-deductible expenses12.6
 2.7
 2.0
Effect of foreign income taxed at different rates0.5
 (0.3) (4.3)
State income taxes, net of federal benefits(0.3) (1.4) (2.1)
Other, net2.5
 2.2
 (1.5)
Effective tax provision (benefit) rate(12.1)% 9.6 % (36.7)%

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


The significant items giving rise to the deferred tax assets and liabilities as of December 31, 20182020 and 20172019 are as follows (in thousands):
20202019
Deferred tax assets:
Foreign tax credit carryforwards$20,870 $20,360 
Net operating loss carryforwards37,838 54,772 
Employee benefits7,353 10,778 
Inventory9,696 7,725 
Operating lease liabilities6,697 8,171 
Other7,649 4,562 
Gross deferred tax asset90,103 106,368 
Valuation allowance(35,497)(35,828)
Net deferred tax asset54,606 70,540 
Deferred tax liabilities:
Tax over book depreciation(27,613)(36,387)
Intangible assets(30,392)(56,867)
Convertible senior notes discount(2,790)(4,964)
Operating lease assets(5,884)(8,047)
Other(910)(1,669)
Deferred tax liability(67,589)(107,934)
Net deferred tax liability$(12,983)$(37,394)
 2018 2017
Deferred tax assets:   
Foreign tax credit carryforwards$19,836
 $27,009
Net operating loss carryforwards50,737
 12,692
Employee benefits12,583
 12,013
Inventory reserves6,065
 5,546
Other reserves3,219
 1,653
Allowance for doubtful accounts1,072
 1,332
Other197
 299
Gross deferred tax asset93,709
 60,544
Valuation allowance(33,762) (37,904)
Net deferred tax asset59,947
 22,640
Deferred tax liabilities:   
Tax over book depreciation(46,942) (31,535)
Intangible assets(57,867) (14,153)
Convertible senior notes discount(6,569) 
Accrued liabilities(1,085) (856)
Other(554) (295)
Deferred tax liability(113,017) (46,839)
Net deferred tax liability(1)
$(53,070) $(24,199)
20202019
Balance sheet classification:
Other non-current assets$1,280 $685 
Deferred tax liability(14,263)(38,079)
Net deferred tax liability$(12,983)$(37,394)
On March 27, 2020, the CARES Act was signed into law. In accordance with the rules and provisions under the CARES Act, the Company has filed carryback claims regarding U.S. net operating losses generated in 2018 and 2019. Prior to the enactment of the CARES Act, such tax losses could only be carried forward. The Company recognized a discrete tax benefit of $16.4 million and received cash of $41.3 million related to these CARES Act carryback claims in 2020.
 2018 2017
Balance sheet classification:   
Other non-current assets$761
 $519
Deferred tax liability(53,831) (24,718)
Net deferred tax liability(1)
$(53,070) $(24,199)
____________________
(1)The $28.9 million increase in net deferred tax liability between December 31, 2018 and 2017 includes the impact of the GEODynamics Acquisition and the issuance of the Notes, both completed in January 2018.
On December 22, 2017, the United States enacted Tax Reform Legislation which resulted in significant changes to U.S. tax and related laws, including certain key U.S. federal income tax provisions applicable to multinational companies such as the Company. These changes included, among others, the implementation of a territorial tax system with a one-time mandatory tax on undistributed foreign earnings of subsidiaries and a reduction in the U.S. corporate income tax rate to 21% from 35% beginning in 2018.
As a result of these U.S. tax law changes, during 2017 the Company recorded a net provisional charge of $28.2 million within income tax provision, consisting primarily of incremental income tax expense of $41.4 million related to the one-time, mandatory transition tax on the Company’s unremitted foreign subsidiary earnings (the "Transition Tax") and a valuation allowance established against the Company’s foreign tax credit carryforwards which were recorded as assets prior to Tax Reform Legislation, offset by a tax benefit of $13.2 million related the remeasurement of the Company’s U.S. net deferred tax liabilities based on the new 21% U.S. corporate income tax rate. The Company did not incur a material cash tax payable with respect to the Transition Tax.
During 2018, the Company adjusted its December 2017 provisional estimates with respect to Tax Reform Legislation resulting in an income tax benefit of $5.8 million. This adjustment is primarily attributable to guidance issued by the U.S. Internal Revenue Service (the "IRS") in 2018 allowing taxpayers, including the Company, to elect to carry back or carry forward 2017 U.S. net operating losses rather than requiring that such tax losses be used to offset the Transition Tax. Based on this guidance, the Company elected to utilize available foreign tax credits to fully satisfy the Transition Tax and to file a carryback claim against its 2015 U.S. federal income tax return, for which it expects to receive approximately $5.5 million in cash.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


The Tax Reform Legislation also included many new provisions including changes to bonus depreciation, the deduction for executive compensation and interest expense, and potential incremental taxes related to certain foreign earnings. Many of these provisions did not apply to the Company until January 1, 2018. The Company continued to assess the impact of these and other provisions of the Tax Reform Legislation in 2018. The net deferred tax liability as of December 31, 2018 and 2017 excludes the impact, if any, of potential future U.S. income taxes related to certain foreign activities and transactions described in the Tax Reform Legislation.
During 2017, the Company decided to carry back its 2016 U.S. federal net operating loss ("NOL") to 2014 and received the related refund prior to December 31, 2017. The effect of the carryback resulted in the loss of certain previously claimed deductions. As a result, the Company recorded a discrete tax charge of $1.0 million in the period.
The Company had $157.7$74.6 million of U.S. federal NOL carryforwards as of December 31, 2018,2020, which can be carried forward indefinitely. Approximately $106.0$37.6 million of the U.S. federal NOL carryforwards are attributable to the acquired GEODynamics operations and are subject to certain limitation provisions. The Company’sCompany's U.S. state NOL carryforwards as of December 31, 20182020 totaled $117.3$171.8 million, of which $18.8$13.9 million are attributable to the acquired GEODynamics operations and are subject to certain limitation provisions. As of December 31, 2018,2020, the Company had NOL carryforwards related to certain of its international operations totaling $33.7$35.0 million, of which $16.4$14.1 million can be carried forward indefinitely. As of December 31, 20182020 and 2017,2019, the Company had recorded valuation allowances of $13.9$18.4 million and $10.9$15.5 million, respectively, with respect to stateforeign and foreignU.S. state NOL carryforwards.
As of December 31, 2018,2020, the Company’sCompany's foreign tax credit carryforwards totaled $19.8$20.9 million. These foreign tax credits will expire in varying amounts from 20212022 to 2026.2029. As discussed above, as a result of the enactment of Tax Reform Legislation,December 31, 2020 and 2019, the Company provided a fullhad recorded valuation allowance on these foreign tax credits in 2017 due to uncertaintiesallowances of $17.1 million and $20.4 million, respectively, with respect to its ability to utilize such credits in future periods.foreign tax credit carryforwards.
Prior to December 22, 2017, appropriate U.S. and foreign income taxes were provided for earnings of foreign subsidiary companies that were expected to be remitted in the future. The cumulative amount of undistributed earnings of foreign subsidiaries that the Company intended to indefinitely reinvest, and upon which foreign taxes were accrued or paid but no deferred U.S. income taxes had been provided, was approximately $240 million at December 31, 2016. During 2018, the Company repatriated $45.0 million from foreign subsidiaries which was not subject to additional U.S. income taxes and was used to reduce outstanding borrowings under the Amended Revolving Credit Facility.
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
The Company files tax returns in the jurisdictions in which they are required. These returns are subject to examination or audit and possible adjustment as a result of assessments by taxing authorities. The Company believes that it has recorded sufficient tax liabilities and does not expect that the resolution of any examination or audit of its tax returns will have a material adverse effect on its consolidated operating results, financial condition or liquidity.
Tax years subsequent to 2013 remain open to U.S. federal tax audit. Foreign subsidiary federal tax returns subsequent to 2012 are subject to audit by various foreign tax authorities.
Uncertain tax positions are accounted for using a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
The total amount of unrecognized tax benefits as of December 31, 20182020 and 20172019 was nil.NaN. The Company accrues interest and penalties related to unrecognized tax benefits as a component of the Company's provision for income taxes. As of December 31, 20182020 and 2017,2019, the Company had no0 accrued interest expense or penalties.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


9.10.Stockholders' Equity
Common and Preferred Stock
The following table provides details with respect to changes in the number of shares of common stock, $0.01 par value, issued, held in treasury and outstanding during 2018.2020 and 2019 (in thousands).
IssuedTreasury StockOutstanding
 Issued Treasury Stock Outstanding
Shares of common stock - December 31, 2017 62,721,698
 11,632,276
 51,089,422
Acquisition of GEODynamics 8,661,083
 
 8,661,083
Shares of common stock - December 31, 2018Shares of common stock - December 31, 201871,754 11,784 59,970 
Restricted stock awards, net of forfeitures 371,156
 
 371,156
Restricted stock awards, net of forfeitures792 — 792 
Shares withheld for taxes on vesting of restricted stock awards 
 151,966
 (151,966)Shares withheld for taxes on vesting of restricted stock awards— 210 (210)
Shares of common stock - December 31, 2018 71,753,937
 11,784,242
 59,969,695
Purchase of treasury stockPurchase of treasury stock— 51 (51)
Shares of common stock - December 31, 2019Shares of common stock - December 31, 201972,546 12,045 60,501 
Restricted stock awards, net of forfeituresRestricted stock awards, net of forfeitures743 — 743 
Shares withheld for taxes on vesting of restricted stock awardsShares withheld for taxes on vesting of restricted stock awards— 239 (239)
Shares of common stock - December 31, 2020Shares of common stock - December 31, 202073,289 12,284 61,005 
As of December 31, 20182020 and 2017,2019, the Company had 25,000,00025 million shares of preferred stock, $0.01 par value, authorized, with no0 shares issued or outstanding.
The Company maintainsmaintained a share repurchase program, which was extendedallowed to expire on July 29, 2019 by the Company's Board of Directors.2020. During the year ended December 31, 2018,2020, there were no0 repurchases of common stock under the program. During 2017,2019, the companyCompany repurchased 561,76551 thousand shares of common stock at a total cost of $16.2$0.8 million. There were no shares repurchased during 2016. The amount remaining under the current share repurchase authorization as of December 31, 2018 was $120.5 million. Subject to applicable securities laws, any purchases will be at such times and in such amounts as the Company deems appropriate.
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss increased from $58.5$67.7 million at December 31, 20172019 to $71.4 million at December 31, 2018,2020, due primarily to changes in currency exchange rates. Accumulated other comprehensive loss is primarily related to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain international operations. For 20182020 and 2017,2019, currency translation adjustments recognized as a component of other comprehensive loss were primarily attributable to the United Kingdom and Brazil. During the year ended December 31, 2018,2020, the exchange rate of the British pound and the Brazilian real compared to the U.S. dollar weakenedstrengthened by 6% and 14%, respectively, contributing to other comprehensive loss of $12.9 million. During the year ended December 31, 2017, the exchange rate of the British pound weakened by 9%3% compared to the U.S. dollar while the Brazilian real weakened by 23% compared to the U.S. dollar, contributing to other comprehensive loss of $3.6 million. During the year ended December 31, 2019, the exchange rate of the British pound strengthened by 2%4% compared to the U.S. dollar while the Brazilian real weakened by 4% compared to the U.S. dollar during the same period, contributing to other comprehensive loss of $11.8$3.7 million.
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


10.11.Net Loss Per Share
The table below provides a reconciliation of the numerators and denominators of basic and diluted net loss per share for the years ended December 31, 20182020, 2019 and 20172018 (in thousands, except per share amounts):
202020192018
Numerators:
Net loss$(468,383)$(231,808)$(19,105)
Less: Income attributable to unvested restricted stock awards
Numerator for basic net loss per share(468,383)(231,808)(19,105)
Effect of dilutive securities:
Unvested restricted stock awards
Numerator for diluted net loss per share$(468,383)$(231,808)$(19,105)
Denominators:
Weighted average number of common shares outstanding60,953 60,424 59,680 
Less: Weighted average number of unvested restricted stock awards outstanding(1,141)(1,045)(968)
Denominator for basic and diluted net loss per share59,812 59,379 58,712 
 2018 2017 2016
Numerators:     
Net loss from continuing operations$(19,105) $(84,850) $(46,386)
Less: Income attributable to unvested restricted stock awards
 
 
Numerator for basic net loss per share from continuing operations(19,105) (84,850) (46,386)
Net loss from discontinued operations, net of tax
 
 (4)
Less: Income attributable to unvested restricted stock awards
 
 
Numerator for basic net loss per share(19,105) (84,850) (46,390)
Effect of dilutive securities:     
Unvested restricted stock awards
 
 
Numerator for diluted net loss per share$(19,105) $(84,850) $(46,390)
      
Denominators:     
Weighted average number of common shares outstanding59,680
 51,253
 51,307
Less: Weighted average number of unvested restricted stock awards outstanding(968) (1,114) (1,133)
Denominator for basic net loss per share58,712
 50,139
 50,174
Effect of dilutive securities:     
Unvested restricted stock awards
 
 
Assumed exercise of stock options
 
 
1.50% convertible senior notes
 
 
 
 
 
Denominator for diluted net loss per share58,712
 50,139
 50,174
Basic net loss per share from:     
Continuing operations$(0.33) $(1.69) $(0.92)
Discontinued operations
 
 
Net loss$(0.33) $(1.69) $(0.92)
      
Diluted net loss per share from:     
Continuing operations$(0.33) $(1.69) $(0.92)
Discontinued operations
 
 
Net loss$(0.33) $(1.69) $(0.92)
Net loss per share:
Basic$(7.83)$(3.90)$(0.33)
Diluted(7.83)(3.90)(0.33)
The calculation of diluted net loss per share for the years ended December 31, 2020, 2019 and 2018 2017 and 2016 excluded 695,572582 thousand shares, 709,292659 thousand shares and 748,552696 thousand shares, respectively, issuable pursuant to outstanding stock options and restricted stock awards, due to their antidilutive effect. Additionally, shares issuable upon conversion of the 1.50% convertible senior notes were not convertible and were, therefore, excluded for the yearyears ended December 31, 2020, 2019 and 2018, due to their antidilutive effect.
11.12.Long-Term Incentive and Deferred Compensation Plans
The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of service-based restricted stock awards is determined by the quoted market price of the Company’sCompany's common stock on the date of grant. The fair value of performance-based restricted awards in 20182017 was also determined using the quoted market price of the Company's common stock at the date of grant. The fair value of performance-based restricted awarded in 2017 and 2016 was valuedestimated using a Monte Carlo simulation model due to the inclusion of performance metrics that are not based solely on the performance of the Company’sCompany's common stock. The fair value of stock option awards is estimated using option-pricing models. The resulting cost, net of estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


Stock-based compensation pre-tax expense recognized in the years ended December 31, 2020, 2019 and 2018 2017 and 2016 totaled $22.6$8.4 million, $23.0$16.8 million and $21.3$22.6 million, respectively.
Restricted Stock Awards
The restricted stock program consists of a combination of service-based restricted stock and performance-based restricted stock. The number of performance-based restricted shares ultimately issued under the program is dependent upon achievement of predefined specific performance objectives generally measured over a three-year period. The performance objectiveobjectives for performance-based stock units granted during 2020, 2019 and 2018 isare based on the Company's EBITDA growth rate over a three-year period. The performance objective for the 2017 and 2016 awards are relative total stockholder return compared to a peer group of companies.
In the event the predefined targets are exceeded for any performance-based award, additional shares up to a maximum of 200% of the target award may be granted. Conversely, if actual performance falls below the predefined target, the number of shares vested is reduced. If the actual performance falls below the threshold performance level, no restricted shares will vest. The time-basedService-based restricted stock awards generally vest on a straight-line basis over their term, which is generally three to four years.
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
The following table presents changes in restricted stock awards and related information for the year ended December 31, 2018:2020 (shares in thousands):
Service-based Restricted StockPerformance-based Restricted Stock
Service-based Restricted Stock Performance-based Restricted Stock  Number of Shares
Weighted Average Grant Date Fair Value
Number of Shares
Weighted Average Grant Date Fair Value
Total Number of Restricted Shares
Number of Shares 
Weighted Average Grant Date Fair Value
 Number of Shares 
Weighted Average Grant Date Fair Value
 Total Number of Restricted Shares
Unvested, December 31, 20171,088,519
 $36.22
 159,553
 $49.52
 1,248,072
Unvested, December 31, 2019Unvested, December 31, 20191,064 $22.84 248 01,312 
Granted410,387
 29.40
 46,378
 28.75
 456,765
Granted687 10.01 180 $11.15 867 
Performance adjustment(1)

 
 21,192
 
 21,192
Performance adjustment(1)
23 023 
Vested(530,121) 36.55
 
 
 (530,121)Vested(595)24.44 (125)62.66 (720)
Forfeited(39,231) 35.54
 
 
 (39,231)Forfeited(69)19.42 (17)11.15 (85)
Unvested, December 31, 2018929,554
 33.05
 227,123
 44.84
 1,156,677
Unvested, December 31, 2020Unvested, December 31, 20201,087 14.07 310 01,397 
____________________
(1)Reflects adjustment to the number of shares to be issued upon vesting of the 2016 performance-based awards, resulting from a 125% achievement level compared to target.
(1)Reflects an adjustment to the number of shares to be issued upon vesting of the 2018 performance-based awards.
The total fair value of restricted stock awards that vested in 2020, 2019 and 2018 2017 and 2016 was $19.4$14.5 million, $17.5$18.2 million and $11.8$19.4 million, respectively. As of December 31, 2018,2020, there was $18.5$8.6 million of total compensation costs related to nonvestedunvested restricted stock awards not yet recognized, which is expected to be recognized over a weighted average vesting period of 1.11.5 years.
On May 8, 2018 (the "Effective Date"), the Company’s stockholders approved the Oil States International, Inc. 2018 Equity Participation Plan (the “Plan”). The maximum numberAs of shares of common stock reserved and available for issuance under the Plan is the sum of 2,000,000 shares, plus (i) any shares of common stock that, as of the Effective Date, were available for issuance under the Oil States International, Inc. 2001 Equity Participation Plan (as amended from time to time, the “Prior Plan”) (and that were not subject to outstanding awards under the Prior Plan as of the Effective Date), and (ii) any shares of common stock subject to outstanding awards under the Prior Plan as of the Effective Date that are not vested and/or subsequently expired or forfeited and canceled, for any reason, subject to certain adjustment as provided under the Plan. To the extent any additional shares of common stock remain subject to outstanding awards under the Prior Plan that otherwise would have been returned to the Prior Plan after May 8, 2018 on account of the expiration, forfeiture or cancellation without a delivery of shares of such outstanding awards, those shares of common stock instead will be included in the reserve of shares of common stock for issuance under the Plan. The Company filed a registration statement on Form S-8, which became effective on May 17, 2018, with respect to shares of common stock reserved for issuance under the Plan. At December 31, 2018,2020, approximately 2.51.0 million shares were available for future grant under the Oil States International, Inc. 2018 Equity Participation Plan.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


Stock Options
The Company has not awarded stock options since 2015. The fair value of historical option grants were estimated on the date of grant using a Black Scholes Merton option pricing model. NaN options were exercised in 2020, 2019 or 2018. The following table presents the changes in stock options outstanding (all exercisable) and related information for the year ended December 31, 2018:2020 (shares in thousands):
Options
Weighted Average Exercise Price(1)
Weighted Average Contractual Life (years)Aggregate Intrinsic Value (thousands)
Outstanding Options, December 31, 2019636 $48.81 3.0$
Forfeited/Expired(105)49.52 
Outstanding Options, December 31, 2020530 48.67 2.3
 Options Weighted Average Exercise Price Weighted Average Contractual Life (years) Aggregate Intrinsic Value (thousands)
Outstanding Options, December 31, 2017693,277
 $49.04
 5.2 $
Forfeited/Expired(11,383) 51.16
    
Outstanding Options, December 31, 2018681,894
 49.00
 4.1 
        
Exercisable Options, December 31, 2018653,146
 $49.30
 4.0 $
____________________
No options were exercised in 2018 or 2017. For options exercised in 2016, the total intrinsic value was $0.4 million, cash received by the Company was $0.4 million and the tax benefit realized for the tax deduction was $0.1 million.
The following table summarizes information for stock options outstanding(1)Exercise prices ranged from $41.60 to $58.54 as of December 31, 2018:
     Options Outstanding Options Exercisable
Range of
Exercise Prices
Options
Outstanding
 Weighted Average Contractual Life (years) Weighted Average Exercise Price Options Exercisable Weighted Average Exercise Price
$41.49  $46.78371,299
 4.2 $44.68
 342,551
 $44.88
$49.33  $49.33147,378
 3.1 49.33
 147,378
 49.33
$58.54  $58.54163,217
 4.9 58.54
 163,217
 58.54
     681,894
 4.1 49.00
 653,146
 49.30
2020.
Long-Term Cash Incentive Awards
During 2018,2020 and 2019, the Company issued conditional long-term cash incentive awards ("Cash Awards") of approximately $1.3$2.0 million and $1.4 million, respectively, with the ultimate dollar amount to be awarded ranging from zero0 to a maximum of $4.0 million for the 2020 Cash Award and from 0 to a maximum of $2.7 million.million for the 2019 Cash Award. The performance measure for these Cash Awards is relative total stockholder return compared to a peer group of companies measured over a three-year period. The ultimate dollar amount to be awarded for the 2020 and 2019 Cash Awards is limited to their targeted award value ($2.0 million and $1.4 million, respectively) if the Company's total stockholder return is negative over the performance period. The obligation related to the Cash Awards is classified as a liability and recognized over the vesting period.
Deferred Compensation Plan
The Company maintains a nonqualified deferred compensation plan (the "Deferred Compensation Plan") that permits eligible employees and directors to elect to defer the receipt of all or a portion of their directors’directors' fees and/or salary and annual bonuses. Employee contributions to the Deferred Compensation Plan are matched by the Company at the same percentage as if the employee was a participant in the Company's 401(k) Retirement Plan and was not subject to the IRS limitations on match-eligible compensation. In the second quarter of 2020, the Company suspended matching contributions to the Deferred Compensation Plan in response to the significant decline in activity levels due to the COVID-19 pandemic. The Deferred Compensation Plan also permits the Company to make discretionary contributions to any employee's account, although none have been made to date. Directors' contributions are not matched by the Company. Since inception of the plan, this
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
discretionary contribution provision has been limited to a matching of the participants' contributions on a basis equivalent to matching permitted under the Company's 401(k) Retirement Savings Plan. The vesting of contributions to the participants’participants' accounts is also equivalent to the vesting requirements of the Company's 401(k) Retirement Savings Plan. The Deferred Compensation Plan does not have dollar limits on tax-deferred contributions. The assets of the Deferred Compensation Plan are held in a Rabbi Trust (the “Trust”"Trust") and, therefore, are available to satisfy the claims of the Company's creditors in the event of bankruptcy or insolvency of the Company. Participants have the ability to direct the Plan Administrator to invest the assets in their individual accounts, including any discretionary contributions by the Company, in over 30 preapproved mutual funds held by the Trust which cover a variety of securities and mutual funds. In addition, participants currently have the right to request that the Plan Administrator re-allocate the portfolio of investments (i.e. cash or mutual funds) in the participants' individual accounts within the Trust. Company contributions are in the form of cash. Distributions from the plan are generally made upon the participants' termination as a director and/or employee, as applicable, of the Company. Participants receive payments from the Deferred Compensation Plan in cash. As of December 31, 2018,2020, Trust assets totaled $20.5$22.8 million, the majority of which is classified as “Other"Other noncurrent assets”assets" in the Company’sCompany's consolidated balance sheet. The fair value of the investments was based on quoted market prices in active markets (a Level 1 fair value measurement). Amounts payable to the plan participants atas of December 31,
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


2018, 2020, including the fair value of the shares of the Company's common stock that are reflected as treasury stock, was $20.6$22.8 million and is classified as "Other noncurrent liabilities" in the Company's consolidated balance sheet. The Company accounts for the Deferred Compensation Plan in accordance with current accounting standards regarding the accounting for deferred compensation arrangements where amounts earned are held in a Rabbithe Trust and invested.
Increases or decreases in the value of the Trust assets, exclusive of the shares of common stock of the Company held by the Trust, have been included as compensation adjustments in the consolidated statements of operations. Increases or decreases in the fair value of the deferred compensation liability, including the shares of common stock of the Company held by the Trust, while recorded as treasury stock, are also included as compensation adjustments in the consolidated statements of operations.
12.13.Retirement Plans
The Company sponsors defined contribution plans. Participation in these plans is available to substantially all employees. The Company recognized expenses of $8.6$3.4 million, $6.8$9.5 million and $6.8$8.6 million, respectively, related to matching contributions under its various defined contribution plans during the years ended December 31, 2020, 2019 and 2018, 2017 and 2016, respectively. In the second quarter of 2020, the Company suspended matching contributions to the Company's 401(k) Retirement Savings Plan in response to the significant decline in activity levels due to the COVID-19 pandemic.
13.14.Commitments and Contingencies
The impact of the COVID-19 pandemic and related economic, business and market disruptions continues to evolve and its future effects remain uncertain. The most direct and immediate impact that the Company leaseshas experienced and expects to continue to experience from the COVID-19 pandemic is decreased demand for its products and services due to lower activity levels by its customers resulting from the precipitous decline in crude oil prices. The overall impact of the pandemic and oil price collapse on the Company and its customers will depend on numerous factors, many of which are beyond management's control and knowledge. In response to public health concerns related to COVID-19, many federal, state, local and other authorities around the world have imposed mandatory regulations directing individuals to stay at home and have limited their ability to travel domestically or internationally. In certain cases, when travel is permitted, a portionmulti-week quarantine period is required before an individual can work in the area. Additionally, rules and regulations regarding employer responsibilities continue to be promulgated. Facility closures, quarantines, travel restrictions, and possible future workforce shortages may, among numerous other impacts, result in delays by the Company in fulfilling its existing contractual obligations to its customers, which could result in adverse financial consequences. Additionally, the Company procures a variety of raw materials and component products, including steel, in the manufacture of its facilities, office space, equipmentproducts from companies which may be impacted by similar challenges. The Company continues to monitor the effect of COVID-19 on its employees, customers, critical suppliers and vehicles under leases which expire at various dates. Minimum future operating lease obligations asother stakeholders. The ultimate magnitude and duration of December 31, 2018, were as follows (in thousands):
 Operating Leases
2019$12,312
20208,914
20217,090
20225,391
20234,492
Thereafter19,840
 $58,039
Rental expense under operating leases was $14.9 million, $9.1 millionthe COVID-19 pandemic, resulting governmental restrictions placing limitations on the mobility and $10.2 million forability to work of the years ended December 31, 2018, 2017worldwide population, and 2016, respectively.the related impact on crude oil prices and the U.S. and global economy and capital markets remains uncertain.
Following the Company's acquisition of GEODynamics Acquisition in January 2018, the Company determined that certain steel products historically imported by GEODynamics from China for use in its manufacturing process maywere potentially be subject to anti-dumping and countervailing duties based on recent clarifications/decisions rendered by the U.S. Department of Commerce and the U.S. Court of International Trade.duties. Following these findings, the Company commenced an internal review of this matter and ceased further purchases of these potentially affected Chinese products. As part of the Company's internal review, the Company engaged trade counsel and decided to voluntarily disclosedisclosed this matter to U.S. Customs and Border Protection ("CBP") and, in September 2018. In connectionDecember 2020, reached an agreement with CBP to settle this matter for $7.3 million. The Company believes that the GEODynamics acquisition, the seller agreedSeller is required to indemnify and hold the Company harmless against certainthe amount of this and other
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
settlements and related costs of $7.9 million, and the Company has provided notice to and asserted indemnification claims related to matters such as this.against the Seller. Additionally, the Company is ablebelieves that its agreements with the Seller allow it to set offset-off such amounts against payments due under the $25.0 million promissory note (see Note 7, "Long-term Debt") issued toand that, because the seller of GEODynamics in respect ofCompany has asserted indemnification claims, the maturity date of the note is extended until the resolution of such claims. Accordingly, the Company has reduced the carrying amount of such note in its consolidated balance sheet to $17.1 million as of December 31, 2020, which could affect bothis the timingCompany's current best estimate of paymentwhat is owed after set-off for indemnification matters.
In August 2020, the Seller filed a breach of contract suit against the Company and the amountone of its wholly-owned subsidiaries in federal court alleging that payments due under the promissory note are required to be, but have not been, repaid in accordance with the terms of the note.
Additionally, the Seller alleged that it was entitled to approximately $19 million in the ordinary course of conducting its business,U.S. federal income tax carryback claims received by the Company becomes involved in litigation and other claims from private party actions, as well as judicial and administrative proceedings involving governmental authorities atunder the provisions of the CARES Act. On February 15, 2021, the Seller dismissed the federal lawsuit without prejudice and refiled in state and local levels. In past years, a number of lawsuits were filed in Federal Court, against the Company and/or one of its subsidiaries, by current and former employees alleging violations of the Fair Labor Standards Act (the "FLSA").court. The Company reached a final settlement fordenies the remaining individual plaintiffs’validity of these breach of contract claims in 2018.and plans to vigorously defend against this lawsuit.
The Company is a party to various other pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of the Company's products or operations. Some of these claims relate to matters occurring prior to the acquisition of businesses, (including GEODynamics and Falcon), and some relate to businesses the Company has sold. In certain cases, the Company is entitled to indemnification from the sellers of businesses and, in other cases, the Company has indemnified the buyers of businesses. Although the Company can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on the Company, management believes
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by indemnity or insurance, will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.
14.15.Segments and Related Information
As further discussed in Note 5, “Business Acquisitions,” on January 12, 2018 the Company completed the GEODynamics Acquisition, which, beginning in the first quarter of 2018, is reported as a separate business segment under the name "Downhole Technologies." Following this acquisition, the Company operates through three reportable segments: Well Site Services, Downhole Technologies and Offshore/Manufactured Products. The Company's reportable segments represent strategic business units that offer different products and services. They are managed separately as each business requires different technologies and marketing strategies. Recent acquisitions, except for the GEODynamics Acquisition, have been direct extensions to existing business segments. Accounting policies of the segments are the same as those described in the summary of significant accounting policies.
The Well Site Services segment provides a broad range of equipment and services that are used to drill for, establish and maintain the flow of oil and natural gas from a well throughout its life cycle. In this segment, operations primarily include completion-focused equipment and services as well as land drilling services. The Completion Services operations providesegment provides solutions to its customers using its completion tools, drilling rigs and highly-trained personnel throughout its service offerings which include wireline support, frac stacks, isolationsisolation tools, extended reach tools, ball launchers, well testing and flowback operations, thru tubing activity, sand control and sand control. Drilling Services provides land drilling services for shallow to medium depth wells in West Texas and the Rocky Mountain region of the United States.drilling. Separate business lines within the Well Site Services segment have been disclosed to provide additional detail with respect to its operations. Substantially all of the revenue generated by the Well Site Services segment are classified as service revenue in the consolidated statement of operations.
Following the closing of the GEODynamics Acquisition on January 12, 2018, theThe Downhole Technologies segment provides oil and gas perforation systems and downhole tools in support of completion, intervention, wireline and well abandonment operations. This segment designs, manufactures and markets its consumable engineered products to oilfield service as well as exploration and production companies, which are completing complex wells with longer lateral lengths, increased frac stages and more perforation clusters to increase unconventional well productivity. Substantially all of the revenue generated by the Downhole Technologies segment are classified as product revenue in the consolidated statements of operations.
The Offshore/Manufactured Products segment designs, manufactures and markets capital equipment utilized on floating production systems, subsea pipeline infrastructure, and offshore drilling rigs and vessels, along with short-cycle and other products. Driven principally by longer-term customer investments for offshore oil and natural gas projects, project-driven product revenues include flexible bearings, advanced connector systems, high-pressure riser systems, deepwater mooring systems, cranes, subsea pipeline products and blow-out preventer stack integration. Short-cycle products manufactured by the segment include valves, elastomers and other specialty products generally used in the land-based drilling and completion markets. Other products manufactured and offered by the segment include a variety of products for use in industrial, military and other applications outside the oil and gas industry. The segment also offers a broad line of complementary, value-added services including specialty welding, fabrication, cladding and machining services, offshore installation services, and inspection and repair services.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Corporate information includes corporate expenses, such as those related to corporate governance, stock-based compensation and other infrastructure support, as well as impacts from corporate-wide decisions for which individual operating units are not evaluated.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


Financial information by business segment for each of the three years ended December 31, 2018, 20172020, 2019 and 2016,2018, is summarized in the following table (in thousands).
RevenuesDepreciation and amortizationOperating income (loss)Capital expendituresTotal
assets
2020
Well Site Services -
Completion Services(1)
$191,529 $52,922 $(187,869)$6,823 $241,038 
Drilling Services(2)
8,310 318 (5,519)114 3,894 
Total Well Site Services199,839 53,240 (193,388)6,937 244,932 
Downhole Technologies(3)
97,936 22,649 (224,414)3,230 280,096 
Offshore/Manufactured Products(4)
340,300 21,881 (80,794)2,913 547,962 
Corporate773 (35,744)(331)79,270 
Total$638,075 $98,543 $(534,340)$12,749 $1,152,260 
2019
Well Site Services -
Completion Services$390,748 $68,440 $(11,621)$30,806 $459,078 
Drilling Services(5)
41,346 9,973 (43,419)2,664 19,171 
Total Well Site Services432,094 78,413 (55,040)33,470 478,249 
Downhole Technologies(6)
182,314 21,247 (164,008)13,808 529,677 
Offshore/Manufactured Products402,946 22,842 36,022 7,692 677,036 
Corporate817 (45,154)1,146 42,905 
Total$1,017,354 $123,319 $(228,180)$56,116 $1,727,867 
2018
Well Site Services -
Completion Services$411,019 $66,415 $(7,647)$50,423 $523,235 
Drilling Services69,235 14,354 (9,363)6,591 64,661 
Total Well Site Services480,254 80,769 (17,010)57,014 587,896 
Downhole Technologies213,813 18,649 26,705 16,167 691,874 
Offshore/Manufactured Products394,066 23,207 38,914 13,797 683,285 
Corporate905 (54,485)1,046 40,766 
Total$1,088,133 $123,530 $(5,876)$88,024 $2,003,821 
___________
(1)Operating loss in 2020 included a non-cash inventory impairment charge of $9.0 million and a non-cash goodwill impairment charge of $127.1 million to reduce the carrying value of the Completion Services reporting unit to its estimated fair value and non-cash fixed asset impairment charges of $3.6 million to reduce the carrying value of certain of the unit's facilities to their estimated realizable value.
(2)Operating loss in 2020 included a non-cash fixed asset impairment charge of $5.2 million to further reduce the carrying value of the Drilling Services business's fixed assets to their estimated realizable value.
(3)Operating loss in 2020 included a non-cash inventory impairment charge of $5.9 million, non-cash fixed and operating lease impairment charges of $3.6 million to reduce the carrying of these assets to their estimated realizable value and a non-cash goodwill impairment charge of $192.5 million to reduce the carrying value of the Downhole Technologies reporting unit to its estimated fair value.
(4)Operating loss in 2020 included a non-cash inventory impairment charge of $16.2 million and a non-cash goodwill impairment charge of $86.5 million to reduce the carrying value of the Offshore/Manufactured Products reporting unit to its estimated fair value.
(5)In late 2019, the Company reduced the scope of its Drilling Services business (adjusting from 34 rigs to 9 rigs) due to weakness in customer demand for vertical drilling rigs in the U.S. land market. Operating loss for the Drilling Services business included a non-cash fixed asset impairment charge of $33.7 million.
(6)Operating loss in 2019 for the Downhole Technologies segment included a non-cash goodwill impairment charge of $165.0 million.
See Note 3, "Asset Impairments and Other Charges," Note 4, "Details of Selected Balance Sheet Accounts," Note 6, “Goodwill and Other Intangible Assets,” and Note 8, "Operating Leases," for further discussion of these and other charges.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
 Revenues Depreciation and amortization Operating income (loss) Capital expenditures 
Total
assets
2018         
Well Site Services -         
Completion Services$411,019
 $66,415
 $(7,647) $50,423
 $523,235
Drilling Services69,235
 14,354
 (9,363) 6,591
 64,661
Total Well Site Services480,254
 80,769
 (17,010) 57,014
 587,896
Downhole Technologies213,813
 18,649
 26,705
 16,167
 691,874
Offshore/Manufactured Products394,066
 23,207
 38,914
 13,797
 683,285
Corporate
 905
 (54,485) 1,046
 40,766
Total$1,088,133
 $123,530
 $(5,876) $88,024
 $2,003,821
          
2017         
Well Site Services -         
Completion Services$234,252
 $63,528
 $(45,169) $17,303
 $424,309
Drilling Services54,462
 18,513
 (13,909) 3,529
 72,876
Total Well Site Services288,714
 82,041
 (59,078) 20,832
 497,185
Downhole Technologies
 
 
 
 
Offshore/Manufactured Products381,913
 24,596
 38,155
 13,484
 760,079
Corporate
 1,030
 (52,949) 855
 44,247
Total$670,627
 $107,667
 $(73,872) $35,171
 $1,301,511
          
2016         
Well Site Services -         
Completion Services$163,060
 $70,031
 $(83,636) $10,418
 $467,387
Drilling Services22,594
 23,366
 (24,239) 962
 78,081
Total Well Site Services185,654
 93,397
 (107,875) 11,380
 545,468
Downhole Technologies
 
 
 
 
Offshore/Manufactured Products508,790
 24,205
 87,084
 17,515
 810,464
Corporate
 1,118
 (48,492) 794
 27,966
Total$694,444
 $118,720
 $(69,283) $29,689
 $1,383,898
OneNo customer individually accounted for greater than 10% of the Company's 20182020 or 2019 consolidated revenues and whose receivablesor individually accounted for 11%greater than 10% of the Company's consolidated accounts receivable at December 31, 2018.2020. One customer accounted for 16% of the Company's 2017 consolidated revenues and whose receivables individually accounted for 13% of the Company's consolidated accounts receivable at December 31, 2017. No customer accounted for more than 10% of the Company's revenues or accounts receivable in 2016.2018 consolidated revenues.
For the Company’sCompany's Well Site Services segment, substantially all depreciation and amortization expense relates to cost of services while substantially all depreciation and amortization expense for the Downhole Technologies segment relates to cost of products. The Offshore/Manufactured Products segment has numerous facilities around the world that generate both product and service revenues, and it is common for the segment to provide both installation and other services for products manufactured by this segment. While substantially all depreciation and amortization expense for the Offshore/Manufactured Products segment relates to cost of revenues, it does not segregate or capture depreciation or amortization expense of intangible assets between product and service cost. Operating income (loss) excludes equity in net income of unconsolidated affiliates, which is immaterial and not reported separately herein.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


The following table provides supplemental disaggregated revenue from contracts with customers by business segment for the three years ended December 31, 2018, 20172020, 2019 and 20162018 (in thousands):
 Well Site Services Downhole Technologies Offshore/Manufactured Products
 2018 2017 2016 2018 2017 2016 2018 2017 2016
Major revenue categories -                 
Project-driven products$
 $
 $
 $
 $
 $
 $120,894
 $126,960
 $296,368
Short-cycle:                 
Completion products and services411,019
 234,252
 163,060
 213,813
 
 
 116,383
 117,914
 70,866
Drilling services69,235
 54,462
 22,594
 
 
 
 
 
 
Other products
 
 
 
 
 
 27,984
 29,549
 17,425
Total short-cycle480,254
 288,714
 185,654
 213,813
 
 
 144,367
 147,463
 88,291
Other products and services
 
 
 
 
 
 128,805
 107,490
 124,131
 $480,254
 $288,714
 $185,654
 $213,813
 $
 $
 $394,066
 $381,913
 $508,790
Percentage of total revenue by type -                
Products% % % 97% % % 75% 80% 82%
Services100% 100% 100% 3% % % 25% 20% 18%
Well Site ServicesDownhole TechnologiesOffshore/Manufactured Products
202020192018202020192018202020192018
Major revenue categories -
Project-driven products$$$$$$$165,497 $159,205 $120,894 
Short-cycle:
Completion products and services191,529 390,748 411,019 97,936 182,314 213,813 26,148 95,806 116,383 
Drilling services8,310 41,346 69,235 
Other products21,994 27,416 27,984 
Total short-cycle199,839 432,094 480,254 97,936 182,314 213,813 48,142 123,222 144,367 
Other products and services126,661 120,519 128,805 
$199,839 $432,094 $480,254 $97,936 $182,314 $213,813 $340,300 $402,946 $394,066 
Financial information by geographic location for each of the three years ended December 31, 2018, 20172020, 2019 and 2016,2018, is summarized below (in thousands). Revenues are attributable to countries based on the location of the entity selling the products or performing the services and include export sales. Long-lived assets are attributable to countries based on the physical location of the operations and its operating assets and do not include intercompany receivable balances.
United StatesUnited
Kingdom
SingaporeOtherTotal
2020
Revenues from unaffiliated customers$463,382 $76,808 $57,513 $40,372 $638,075 
Long-lived assets554,926 78,622 16,509 48,883 698,940 
2019
Revenues from unaffiliated customers$831,317 $70,641 $56,170 $59,226 $1,017,354 
Long-lived assets1,046,250 81,855 18,260 69,372 1,215,737 
2018
Revenues from unaffiliated customers$930,151 $64,564 $37,938 $55,480 $1,088,133 
Long-lived assets1,278,504 74,394 19,116 70,732 1,442,746 
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 United States 
United
Kingdom
 Singapore Other Total
2018         
Revenues from unaffiliated customers$930,151
 $64,564
 $37,938
 $55,480
 $1,088,133
Long-lived assets1,304,494
 74,472
 24,118
 70,473
 1,473,557
2017         
Revenues from unaffiliated customers$548,854
 $59,909
 $23,398
 $38,466
 $670,627
Long-lived assets660,271
 80,189
 25,930
 77,109
 843,499
2016         
Revenues from unaffiliated customers$493,615
 $111,565
 $34,577
 $54,687
 $694,444
Long-lived assets729,699
 65,675
 23,972
 74,454
 893,800

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


15.16. Related Party Transactions
GEODynamics historically leased certain land and facilities from an indirect equity holder and former employee of GEODynamics.the Company, following the GEODynamics Acquisition. In connection with the acquisition of GEODynamics Acquisition, the Company assumed these leases. Rent expense related to these leases for the year ended December 31, 2018 totaled $330 thousand. The Company exercised its option to purchase the most significant leased facility and associated land for approximately $5.4 million in September 2018. Rent expense related to leases with this former employee for the years ended December 31, 2020, 2019 and 2018 totaled $44 thousand, $157 thousand and $330 thousand, respectively.
Additionally, in 2020 and 2019, GEODynamics purchased products from and sold products to a company in which this former employee is an investor. In 2020, sales to this company were $1.8 million. In 2019, sales to this company were $1.4 million and purchases from this company were $1.3 million.
16.
17.Valuation Allowances
Activity in the valuation accounts was as follows (in thousands):
Balance at Beginning of PeriodCharged to Costs and ExpensesDeductions (net of recoveries)
Translation and Other, Net(1)
Balance at End of Period
Balance at Beginning of Period Charged to Costs and Expenses Deductions (net of recoveries) 
Translation and Other, Net(1)
 Balance at End of Period
Year Ended December 31, 2020:Year Ended December 31, 2020:
Allowance for doubtful accounts receivableAllowance for doubtful accounts receivable$8,745 $3,409 $(5,049)$1,199 $8,304 
Allowance for excess or obsolete inventoryAllowance for excess or obsolete inventory19,031 32,974 (11,719)445 40,731 
Valuation allowance on deferred tax assetsValuation allowance on deferred tax assets35,828 1,890 (2,221)35,497 
Year Ended December 31, 2019:Year Ended December 31, 2019:
Allowance for doubtful accounts receivableAllowance for doubtful accounts receivable$6,701 $2,776 $(819)$87 $8,745 
Allowance for excess or obsolete inventoryAllowance for excess or obsolete inventory18,551 3,040 (2,644)84 19,031 
Valuation allowance on deferred tax assetsValuation allowance on deferred tax assets33,762 2,558 (492)35,828 
Year Ended December 31, 2018:         Year Ended December 31, 2018:
Allowance for doubtful accounts receivable$7,316
 $1,520
 $(887) $(1,248) $6,701
Allowance for doubtful accounts receivable$7,316 $1,520 $(887)$(1,248)$6,701 
Allowance for excess or obsolete inventory15,649
 2,683
 (2,917) 3,136
 18,551
Allowance for excess or obsolete inventory15,649 2,683 (2,917)3,136 18,551 
Valuation allowance on deferred tax assets37,904
 (4,124) 
 (18) 33,762
Valuation allowance on deferred tax assets37,904 (4,124)(18)33,762 
Year Ended December 31, 2017:         
Allowance for doubtful accounts receivable$8,510
 $339
 $(1,669) $136
 $7,316
Allowance for excess or obsolete inventory14,849
 2,494
 (1,844) 150
 15,649
Valuation allowance on deferred tax assets7,033
 30,772
 
 99
 37,904
Year Ended December 31, 2016:         
Allowance for doubtful accounts receivable$6,888
 $2,275
 $(400) $(253) $8,510
Allowance for excess or obsolete inventory12,898
 4,916
 (2,756) (209) 14,849
Valuation allowance on deferred tax assets3,970
 2,279
 
 784
 7,033
____________________
(1)For the year ended December 31, 2018, amount presented within allowance for doubtful accounts receivables and excess or obsolete inventory includes $0.6 million and $3.3 million, respectively, related to the acquired GEODynamics operations.
(1)For the year ended December 31, 2018, amount presented within allowance for doubtful accounts receivables and excess or obsolete inventory included $0.6 million and $3.3 million, respectively, related to the acquired GEODynamics operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


17.18.Quarterly Financial Information (Unaudited)
The following table summarizes quarterly financial information for 20182020 and 20172019 (in thousands, except per share amounts):
First
Quarter(1)
Second
Quarter(2)
Third
Quarter(3)
Fourth
Quarter(4)
First
Quarter(1)
 
Second
Quarter(2)
 
Third
Quarter(3)
 
Fourth
Quarter(4)
2018       
20202020
Revenues$253,576
 $285,845
 $274,594
 $274,118
Revenues$219,694 $146,245 $134,759 $137,377 
Gross profit(5)
34,738
 41,757
 28,565
 25,934
Gross profit(5)
(4,156)(6,301)(9,885)(1,159)
Net income (loss) from continuing operations(3,492) 2,742
 (4,019) (14,336)
Basic and diluted net income (loss) per share(0.06) 0.05
 (0.07) (0.24)
2017       
Net lossNet loss(405,041)(24,626)(19,969)(18,747)
Basic and diluted net loss per shareBasic and diluted net loss per share(6.79)(0.41)(0.33)(0.31)
20192019
Revenues$151,467
 $171,402
 $164,048
 $183,710
Revenues$250,611 $264,685 $263,697 $238,361 
Gross profit(5)
4,839
 12,032
 8,323
 18,041
Gross profit(5)
19,452 24,872 31,431 16,508 
Net loss from continuing operations(17,678) (14,246) (15,031) (37,895)
Net lossNet loss(14,648)(9,740)(31,868)(175,552)
Basic and diluted net loss per share(0.35) (0.28) (0.30) (0.76)Basic and diluted net loss per share(0.25)(0.16)(0.54)(2.95)
____________________
(1)During the first quarter of 2018, the Company recognized $0.8 million (pre-tax) of severance and other downsizing charges, $2.6 million (pre-tax) of acquisition-related expenses, $0.9 million (pre-tax) in legal fees incurred for patent defense and $0.7 million (pre-tax) of provision for FLSA claims settlements. In the first quarter of 2017, the Company recognized $0.8 million (pre-tax) of severance and other downsizing charges.
(2)During the second quarter of 2017, the Company recognized $0.8 million (pre-tax) of severance and other downsizing charges and $1.5 million (pre-tax) in legal fees incurred for patent defense.
(3)
During the third quarter of 2018, the Company recognized $3.5 million (pre-tax) in legal fees incurred for patent defense and recorded $2.6 million (pre-tax) of provision for FLSA claims settlements. Additionally, during the third quarter of 2018, the Company recognized a $5.8 million discrete net tax benefit resulting from the Tax Reform Legislation discussed in Note 8, "Income Taxes." In the third quarter of 2017, the Company’s results of operations were adversely affected by Hurricane Harvey with lower revenues and under-absorption of manufacturing facility costs, primarily in its Offshore/Manufactured Products segment, and some field-level downtime due to employee dislocations resulting from the storm. Additionally, during the third quarter of 2017, the Company also recognized $0.4 million (pre-tax) of severance and other downsizing charges and $1.0 million of discrete tax charges resulting from the decision to carryback 2016 U.S. net operating losses to 2014.
(1)During the first quarter of 2020, the Company recognized non-cash goodwill impairment charges of $406.1 million (pre-tax), a non-cash fixed asset impairment charge of $5.2 million (pre-tax), non-cash inventory charges of $25.2 million (pre-tax) and severance and restructuring charges of $0.7 million (pre-tax). During the first quarter of 2019, the Company recognized $1.0 million (pre-tax) of severance and restructuring charges.
(2)During the second quarter of 2020, the Company recognized a non-cash fixed asset impairment charge of $3.0 million (pre-tax) and severance and restructuring charges of $5.4 million (pre-tax). During the second quarter of 2019, the Company recognized $1.3 million (pre-tax) of severance and restructuring charges.
(3)During the third quarter of 2020, the Company recognized a non-cash inventory impairment charge of $5.9 million (pre-tax) and severance charges of $0.3 million (pre-tax). During the third quarter of 2019, the Company recognized a non-cash fixed asset impairment charge of $33.7 million (pre-tax) and $0.7 million (pre-tax) of severance and restructuring charges.
(4)During the fourth quarter of 2020, the Company recognized non-cash fixed asset and lease impairment charges of $4.3 million (pre-tax) and severance and restructuring charges of $2.7 million (pre-tax). During the fourth quarter of 2019, the Company recognized a non-cash goodwill impairment charge of $165.0 million (pre-tax) and $0.6 million (pre-tax) of severance and restructuring charges.
(5)Gross profit is calculated as revenues less costs of products and services and segment level depreciation and amortization expense. The calculation of gross profit excluded non-cash goodwill and fixed asset impairment charges totaling $411.3 million in the first quarter of 2020, a non-cash fixed asset impairment charge of $3.0 million in the second quarter of 2020 and non-cash fixed asset and lease impairment charges totaling $4.3 million in the fourth quarter of 2020. The calculation of gross profit excluded the $33.7 million non-cash fixed asset impairment charge recognized in the third quarter of 2019 and the $165.0 million non-cash goodwill impairment charge recognized in the fourth quarter of 2019.
(4)
During the fourth quarter of 2018, the Company recognized $2.4 million (pre-tax) in legal fees incurred for patent defense, $0.8 million (pre-tax) of severance and other downsizing charges and $0.7 million (pre-tax) of acquisition-related expenses. In the fourth quarter of 2017, the Company recorded $28.2 million of discrete tax charges resulting from the Tax Reform Legislation discussed in Note 8, "Income Taxes," and $1.4 million (pre-tax) of acquisition related expenses.
(5)Gross profit is calculated as revenues less costs of products and services and segment level depreciation and amortization.
Amounts are calculated independently for each of the quarters presented. Therefore, the sum of the quarterly amounts may not equal the total calculated for the year.

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